7. The Contribution ICO Period begins at 9 am EST, September 5, 2017, and ends September 26, 2017.

Size: px

Start display at page:

Download "7. The Contribution ICO Period begins at 9 am EST, September 5, 2017, and ends September 26, 2017."

Randall Robertson
6 years ago
Views:

1 TERMS OF SALE Last Updated: Read these terms in detail. A binding arbitration clause and class action waiver is contained herin. If you live in a jurisdiction where this is applicable to you, it will affect your legal rights. If you do not consent to these terms, do not purchase ROOTS tokens. Please direct all questions to info@rootproject.co. 1. Scope of Terms 1. Unless otherwise stated herein, these Terms govern only your purchase of ROOTS from us during the Contribution and Pre-Sale Period. If you have any questions please contact info@rootproject.co. 2. The use of ROOTS in connection with the Services or Platform may be governed by other applicable terms and policies (collectively, the Platform Terms and Policies ). Any Platform Terms and Policies we promulgate will be available at We may add terms or policies to the Platform Terms and Policies at our sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of ROOTS in connection with the Services or Platform. 2. Cancellation and Refusal of Purchase Requests 3. Your purchase of ROOTS from us during the Sale Period is final, and there are no refunds or cancellations except (a) if a minimum funds raised threshold of $1,000,000 USD is not reached, or (b) as may be required by applicable law or regulation. We reserve the right to refuse or cancel ROOTS purchase requests at any time at our sole discretion. 3. Pre-Sale Period 4. During Pre-Sales of Tokens we may commit to sell a certain portion of Tokens before the Launch Date ( Token Pre-Sales ). Under such Token Pre-Sale arrangements, by agreeing to pay us for Tokens before the Launch Date, a Token Pre-Sale purchaser may purchase Tokens at a cost of % of that of the Sale Period; i.e. a 50% premium. 5. The Pre-Sale Period will end at 11:59 pm EST, July 28, The Pre-Sale is uncapped, but we reserve the right to impose a hard cap for Pre-Sale 4. Contribution Period 7. The Contribution ICO Period begins at 9 am EST, September 5, 2017, and ends September 26, 2017.

2 8. Token Pre-Sale and Contribution Period purchasers must acknowledge and agree to be bound by these Terms. 5. Contributor Representations and Warranties 9. The Contributor understands and accepts that while the individuals and entities, including involved entities assigned to this task, will make reasonable efforts to develop and complete the RootProject, it is possible that such development may fail and that the RootProject and any ROOTS will not be created, become useless and/or valueless due to technical, commercial, regulatory or any other reasons 10. The Contributor is also aware of the risk that even if all or parts of the RootProject are successfully developed and released in full or in parts, due to a lack of public interest, the RootProject could be fully or partially abandoned, remain commercially unsuccessful, or shut down for lack of interest or other reasons. The Contributor therefore understands and accepts that the Contribution to RootProject, and/or the allocation, use and ownership of ROOTS, carries significant financial, regulatory and/or reputational risks, including the complete loss of value (if any) of ROOTS and attributed features. 11. By donating to RootProject, and/or by receiving, using and holding ROOTS, the Contributor represents and warrants that: a. the Contributor understands the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, and blockchain-based software systems. b. the Contributor is legally permitted to receive and hold and make use of ROOTS in the Contributor s jurisdiction; c. the Contributor is legally permitted to receive software and contribute to ROOTS; d. the Contributor is of a sufficient age to legally obtain ROOTS; e. the Contributor will take sole responsibility for any restrictions and risks associated with receiving and holding ROOTS; f. the Contributor is not contributing to RootProject to obtain ROOTS for the purpose of speculative investment; g. the Contributor is not obtaining or using ROOTS for any illegal purposes; h. the Contributor waives the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the Contribution to RootProject, with the allocation of ROOTS and with the operation of the RootProject; i. the Contributor understands the Contribution to the RootProject and the allocation of ROOTS do not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction; j. the Contributor understands and expressly accepts that there is no warranty whatsoever on ROOTS and/or the success of the RootProject, expressed or implied, to the extent permitted by law, and that ROOTS is created and obtained at the sole risk of the Contributor on an as is and under development basis and without, to the extent

3 6. Qualification permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose; k. the Contributor understands and accepts that the Contribution Software and/or the CSS and/or underlying protocols may either delay and/or not execute a Contribution due to the overall Contribution volume, mining attacks and similar events; l. the Contributor understands with regard to ROOTS no market liquidity may be guaranteed and that the value of ROOTS over time (if any) may experience extreme volatility or depreciate in full; m. the Contributor understands that the Contributor bears the sole responsibility for determining if the Contribution to the RootProject, the allocation, use or ownership of ROOTS, the potential appreciation or depreciation in the value of ROOTS over time (if any), the sale and purchase of ROOTS and/or any other action or transaction related to the RootProject have tax implications; by contributing to RootProject, and/or by receiving, using or holding RootProject, and to the extent permitted by law, the Contributor agrees not to hold any associated party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the Contribution to RootProject, the allocation, use or ownership of ROOTS or any other action or transaction related to the RootProject; n. the Contributor accepts any and all risks, costs and damages associated with Contributions from any US persons or US entities related in any way to the Contributor. 12. By donating to RootProject, and/or by receiving, using and holding ROOTS, the Contributor represents and warrants that: Any contribution made to the RootProject during the Contribution Period as described below is qualified as a non-refundable donation, except a respective portion of a non-refundable administration support fee of $150,000 USD in total, calculated using the exchange rates as reported by at the end of the Contribution Period. 7. Project Execution 13. The Contributor understands and accepts that he does not have any influence over the governance of RootProject. 14. RootProject has the right to engage subcontractors to perform some or all of the development and execution of the RootProject. 15. The Contributor understands and accepts that RootProject is undergoing substantial development which may involve significant conceptual, technical and commercial changes before release 8. Risks 16. The Contributor understands and accepts that a complex network of legal entities, whether owned wholly in part by, or not owned by RootProject, will be set up after a Pre-Sale and before, during and after the Contribution Period. 17. The Contributor understands and accepts that novel regulatory questions involving, but not limited to, ROOTS tokens, national tax and nonprofit law in the United States of America and the

4 Swiss Confederation, financial regulatory bodies, the US JOBS act, and other legal and regulatory codes renders the establishment and operation of entities pertinent to RootProject to be an exceedingly complex and capital-intensive task. 18. The Contributor understands and accepts that RootProject is undergoing substantial development which may involve significant conceptual, technical and commercial changes before release 19. The Contributor understands and accepts the risks in connection with the Contribution to RootProject, and/or with the allocation, use and ownership of ROOTS. In particular, but without being limited to these examples, the Contributor understands the inherent risks set forth above and hereinafter: - Regulatory risk: The Contributor understands and accepts that blockchain technologies pose novel regulatory questions, and that it is possible that certain jurisdictions will apply existing regulations or introduce new regulations addressing blockchain technology-based applications. These may be contrary to the current setup of the RootProject and may, inter alia, result in substantial modifications of the RootProject, including its termination and the loss of ROOTS for the Contributor. Further, the Contributor accepts and bears the risks with respect to US regulations that may regulate Contribution and/or potential custody of ROOTS. - Risk of abandonment or failure: The Contributor understands and accepts that the allocation of ROOTS and the development of the RootProject may be abandoned for a number of reasons, including lack of interest from industry and/or the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The Contributor therefore understands that there is no assurance that, even if the RootProject is partially or fully developed and launched, the Contributor will receive any functionality through the ROOTS held by her. - Risk associated with other applications: The Contributor understands and accepts that the RootProject may give rise to other, alternative projects, promoted by unaffiliated third parties, under which ROOTS will have no intrinsic value. - Risk of loss of private key: ROOTS may only be accessed using a private key that corresponds to the address at which it is stored. The Contributor understands and accepts that if his private key, or the seed used to create his address and corresponding private key is lost or stolen, the obtained ROOTS associated with the Contributor s address will be unrecoverable and will be permanently lost. - Risk of theft: The Contributor understands and accepts that the underlying software application and software platform, the RootProject, other technology components and/or platforms may be exposed to attacks by hackers or other individuals that could result in theft or loss of ROOTS, or the theft or loss of Contributions, impacting the ability to develop and launch the RootPRoject. - Risk of blockchain mining attacks: The Contributor understands and accepts that, as with other public blockchain-based systems that depend on independent miners, the RootProject may be susceptible to mining attacks including but not limited to double-spend attacks, majority mining power attacks, selfish-mining attacks, and race condition attacks. Any

5 9. Taxation successful attacks present a risk to the RootProject, expected proper execution and sequencing of ROOTS transactions, and expected proper execution and sequencing of software computations. - Risk of Tax-Related Regulatory Decisions: The Contributor understands and accepts that the interaction of ROOTS and ROOTS-like token systems with nonprofit, tax-exempt projects poses novel legal and regulatory questions, and that RootProject may have to alter certain plans, software architectures, employment contracts and any other related plans and activities to abide by US tax law and regulations, including loss or denial of tax exempt status. - State and Local Regulatory Risk: The Contributor understands and accepts that diverse laws and regulations governing labor and nonprofit activities in each of the fifty United States will structure RootProject activities, and may limit or harm RootProject expansion. 20. The Contributor bears the sole responsibility for determining if his Contribution to RootProject, the allocation, use or ownership of ROOTS, the potential appreciation or depreciation in the value of ROOTS over time (if any), the sale and purchase of ROOTS and/or any other action or transaction related to the RootProject have tax implications for her. 21. By donating to RootProject, and/or by receiving, using or holding ROOTS, and to the extent permitted by law, the Contributor agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the Contribution to RootProject, the allocation, use or ownership of ROOTS or any other action or transaction related to RootProject. 10. No Liability 22. The Contributor acknowledges and agrees that, to the fullest extent permitted by any applicable law, the Contributor will not hold RootProject, any developers, auditors, contractors or founders and/or the RootProject liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use RootProject 23. The Contributor further specifically acknowledges that RootProject and developers, auditors, contractors or founders of RootProject and the Contributor agrees not to seek to hold them liable, for the conduct of third parties, including other creators of ROOTS, and that the risk of creating, holding and using ROOTS rests entirely with the Contributor. 24. By receiving, holding or using ROOTS, and to the extent permitted by law, the Contributor agrees not to hold any third party (including, without limitation, RootProject, developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the allocation, ownership or use of ROOTS or any other action or transaction related to RootProject. 11. Release 25. To the fullest extent permitted by applicable law, you release RootProject and the other Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of

6 negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. 12. Dispute Resolution; Arbitration 26. By receiving, holding or using ROOTS, and to the extent permitted by law, the Contributor agrees not to hold any third party (including, without limitation, RootProject, developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the allocation, ownership or use of ROOTS or any other action or transaction related to RootProject. 27. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED,RESIDENT OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED,RESIDENT OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOUTO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. (a) Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, Disputes ) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). (b) No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. (c) Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 15 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. 1 et seq. (the FAA ), to the maximum extent permitted by applicable law. (d) Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by to Company at info@rootproject.co. Notice to you shall be by to the then-current address in your Account. Your notice must include (i) your name, postal address,

7 address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15(a), file a claim in court. (e) Process. Any arbitration will occur in New Castle County, Delaware. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ( JAMS ), which are hereby incorporated by reference. The state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court. (f) Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. (g) Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. (h) Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law. Severability If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

TERMS OF TOKEN SALE. Last updated: November 8, 2017

TERMS OF TOKEN SALE. Last updated: November 8, 2017 Last updated: November 8, 2017 TERMS OF TOKEN SALE PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND REPRESENTATIVE ACTION WAIVER, WHICH AFFECT