The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of cryptographic tokens ("VELS") from Velareum, an exempted company (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the VELS token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE VELS FROM THE COMPANY. BY PURCHASING VELS FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT firstname.lastname@example.org. By purchasing VELS, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Velareum Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of VELS, including losses associated with the terms set forth below.
DO NOT PURCHASE VELS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING VELS, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE VELS.
PURCHASES OF VELS SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF VELS DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR VELS RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE VELS OR PARTICIPATE IN THE SALE OF VELS. YOUR PARTICIPATION IN VELS SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE VELS TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
YOU MAY NOT MAKE A ACQUIRE A VELS TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR A CITIZEN OR RESIDENT OF THE REPUBLIC OF SOUTH AFRICA, OR THE CAYMAN ISLANDS.
When you purchase, or otherwise receive, a VELS token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the VELS tokens:
VELS is required for proper operation and comprehensive utilization of VELAREUM (as defined in the white paper (the “White Paper”) provided at https://www.velareum.com (the “Website”) as of the date the Purchaser acquires VELS token). After the VELS sale, each VELS is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to VELS are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or VELS from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of VELS portfolio) and block their acquisition.
The maximum total amount of VELSs to be issued is 300,000,000 (roughly equivalent to US$30,000,000). VELS are generated as Purchasers buy them and the total supply of VELS will be fixed after the end of the VELS sale. No more VELSs will be issued after the end of the VELS sale, as described in the preceding paragraph. Ownership of VELS during the VELS token sale carries no rights express or implied. Purchases of VELS are non-refundable.
The anticipated distribution of the VELS tokens is as follows:
50% Initial Coin Offering;
40% Founding team;
10% Angel investor;
Purchasers in the VELS token sale will be allocated their VELS tokens in exchange for ETH at the following rate:
First 50,000,000 VELS tokens: $0.1 per VELS token;
Second 50,000,000 VELS tokens: $0.2 per VELS token;
Third 50,000,000 VELS tokens: $0.3 per VELS token;
The US Dollars to ETH exchange rate is used to dynamically set the ETH to VELS rate. As a result, for the duration of the VELS sale, the price to purchase a VELS will be set as an amount in ETH.
Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any VELS purchased from the Company.
The VELS sale will run for 27 calendar days and will end on (which is expected to be on the 1st August 2019) or when the VELS sale cap is reached. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
The general public will be able to see the total number of VELS tokens currently sold, as well as the distribution of all VELS tokens between the participating Ethereum accounts. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold as well as the share of VELS tokens allocated to the shareholders of Company. Furthermore, the Ethereum accounts used to store ETH during the VELS sale duration will publically available and their balances will also be made available on the Website.
The Purchasers should have no expectation of influence over governance of the Company.
Upon the conclusion of a successful VELS sale, the digital assets backing each VELS token will be transparently purchased.
The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each VELS token. Through this audit, you can track and confirm that the digital assets backing your VELS have been received and acquired. Access to the audit results does not constitute a VELS purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased VELS tokens.
Prior to a Purchaser selling VELS after the VELS token sale completion, such Purchaser shall ensure that the buyer of any such VELS undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the VELS token sale.
The Company warrants that neither it nor its shareholders will purchase VELS during the VELS sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase VELS from any third party during the period of the VELS sale.
ALL PURCHASES OF VELS ARE FINAL. PURCHASES OF VELS ARE NON-REFUNDABLE. BY PURCHASING VELS, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING VELS CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR VELS, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL VELS FROM SUCH VELS OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
The Purchaser bears the sole responsibility to determine if the purchase of VELS with BTC, ETH or the potential appreciation or depreciation in the value of VELS over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing VELS, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of VELS.
The VELAREUM Team is not liable for failure to perform solely caused by:
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING VELS AT THE PURCHASER'S SOLE RISK AND THAT VELS IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE VELAREUM TEAM WARRANTS THAT THE PROCESS FOR PURCHASING VELS WILL BE UNINTERRUPTED OR ERROR-FREE.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, VELS OR (ii) THE VELAREUM TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE VELAREUM TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, VELS, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO VELS. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE VELAREUM TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF VELS, AND THAT THE RISK OF PURCHASING AND USING VELS RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE VELAREUM TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF VELS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE VELAREUM TEAM.
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of VELS. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of VELS and supersede any public statements about the VELS token sale made by third parties or by the VELAREUM Team or individuals associated with any of the VELAREUM Team, past and present and during the VELS token sale.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the VELAREUM Team shall be deemed a modification of these Terms nor be legally binding.
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing VELS. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Velareum Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of VELS; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold VELS purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any VELAREUM communications are considered official. The English version shall prevail in case of differences in translation.
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as 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.
By purchasing, owning, and using VELS, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of VELS stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing VELS will result in loss of such VELS. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your VELS. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store VELS in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your VELS. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving VELS, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
Because VELS and the Velareum platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or VELS. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the VELS and the platform, including the utility of the VELS for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
As with other decentralized cryptographic tokens based on the Ethereum protocol, VELS are susceptible to attacks by miners in the course of validating VELS transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and VELS, including, but not limited to, accurate execution and recording of transactions involving VELS.
Hackers or other malicious groups or organizations may attempt to interfere with the platform or VELS in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and VELS, including the utility of VELS for obtaining services.
If secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to VELS (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
Unlike bank accounts or accounts at some other financial institutions, VELS are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
The regulatory status of VELS and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Velareum platform and VELS. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and VELS. Regulatory actions could negatively impact the platform and VELS in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of VELS constitutes unlawful activity or that VELS are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterization of VELS is uncertain. You must seek your own tax advice in connection with purchasing VELS, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Velareum services.
Because VELS confer no governance rights of any kind with respect to the Velareum platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any VELS you own, including their utility for obtaining services.
Cryptographic tokens such as VELS are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of VELS, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.