If you have any questions relating to these T&Cs, please contact us at [email protected]
YOU AND THE COMPANY HEREBY AGREE AS FOLLOWS:
1. AdSigma Platform
1.1 AdSigma is proposing to develop a platform that will use smart contract and blockchain based solutions to create a decentralized marketplace for the purpose of connecting publishers and advertisers to buy and sell ad space on publishers’ property (the “AdSigma Platform”).
1.2 For a more detailed description of the proposed AdSigma Platform and intended development activities, please refer to:
a) the AdSigma website at https://adsigma.io (the “Company’s Website”); and
b) the AdSigma Whitepaper (a copy of which can be found a t:https://www.adsigma.io/assets/whitepaper/adsigma-whitepaper.pdf
(collectively referred to as the “Project Documentation”).
1.3 The information contained in the Project Documentation is of a descriptive nature only, is not binding and does not form part of these T&Cs.
2. Scope of T&Cs
2.1 Save as otherwise set out in these T&Cs, these T&Cs (including any terms incorporated herein by reference) govern only your contribution to AdSigma for the purchase of ADSi during the Contribution Period (as such term is defined in clause 3 below).
2.2 Any potential future use of ADSi on the AdSigma Platform shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of the AdSigma Platform (the “Platform Terms”). Such Platform Terms will be made available to AdSigma Platform’s users, if and when the AdSigma Platform is successfully developed and deployed.
3. Contribution Period
3.1 Contributions may be made during a defined period of time (the “Contribution Period”). The Contribution Period shall commence on 5 April 2018 at 12PM GMT+2 and shall conclude on the earlier of:
a) AdSigma receiving the equivalent of USD 60,000,000 (Sixty million) of contributions (which for the avoidance of doubt shall include any contributions received during the Company’s private pre-sale campaign); or
b) 20 May 2018 at 11.59AM GMT+2,
(hereinafter the “Completion Conditions”)
3.2 On conclusion of the Contribution Period, AdSigma shall publish a notice to that effect on the Company’s Website. You shall be required to check the Company’s Website in order to ensure that your contribution is made prior to the conclusion of the Contribution Period.
3.3 Subject to clause 3.4, Contributors who send their contribution following the conclusion of the Contribution Period (as notified by AdSigma on the Company’s Website) risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by the Contributor in this respect.
3.4 If a contribution is received by AdSigma following the conclusion of the Contribution Period, but before we published a notice on the Company’s Website in accordance with clause 3.2, we shall, within a reasonable period of time following the conclusion of the Contribution Period, exercise reasonable endeavours to procure that such contribution is returned to the relevant Contributor. However you acknowledge and accept that due to:
a) the Ethereum blockchain’s transaction and/or mining fees; and/or
b) administrative expenses incurred by us in returning the contribution,
you are unlikely to receive an amount equivalent to your contribution and that such refunded amount may be lower than the amount so contributed by you.
4. ADSi Price
During the Contribution Period, the price per ADSi will be denominated in ETH and shall be 1 ETH = 3,000 ADSi excluding with additional Bonus.
5. Right to Request Information
5.1 Before you are able to make a contribution to AdSigma or at any time after making a contribution, we may (in our sole and absolute discretion):
a) request you to provide certain information and documentation for the purposes of complying with any “know your customer” or similar obligations to which we may be subject; and
b) determine that it is necessary to obtain certain other information about you in order to comply with applicable laws and regulations in connection with the creation and issue of ADSi to you.
5.2 You agree that you shall, promptly upon our request, supply such information and documentation as may be reasonably requested by us pursuant to clause 5.1 in order for us to:
a) carry out, to our satisfaction, all necessary “know your customer” and other similar checks which we may be obliged to perform; and
b) ensure, to our satisfaction, that we have complied with all applicable laws and regulations in connection with the creation and issue of ADSi to you as contemplated by these T&Cs.
5.3 You acknowledge and accept that we may refuse or reject any contributions for the purchase of ADSi until you provide all information and documentation that we may request under this clause 5 and we have determined that it is permissible to create and issue ADSi to you under applicable law.
6. Method of Contribution
6.1 You may contribute to ADSi during the Token Sale in the manner described in this clause 6.
6.2 Contributions shall be made exclusively in ETH and must be sent from an Ethereum wallet and/or address in respect of which you can identify your private key (“Ethereum Wallet”), and not from a cryptocurrency exchange wallet and/or address. Your private key may be required to verify your ETH contribution to AdSigma and to enable us to issue ADSi to you through the Smart Contract System (as further described in clause 7). Ether contributions shall be sent directly to the Smart Contract System’s address specified on the Company’s Website, which shall be made available on commencement of the Contribution Period.
6.3 To the extent that any third-party website, service or smart-contract offers to receive contributions and issue ADSi or facilitates the allocation or transfer of ADSi in any way during the Contribution Period, such third-party websites or services are, unless expressly set out in these T&Cs or mentioned on the Company’s Website, not authorised by the Company nor do they have any legal or commercial relationship in any way with the Company, the AdSigma Platform or ADSi.
6.4 Contributors that send contributions:
a) other than as described in this clause 6; or
b) to any third-party website, wallet, address, bank account, service or smart contract that offers ADSi in the manner described in clause 6.3,
risk losing their entire contribution and AdSigma shall not be responsible or liable for recovering or returning any such contributions to the Contributor, nor shall we be responsible or liable for any losses incurred by the Contributor in this respect.
7. Creation and issue of ADSi through the Smart Contract System
7.1 AdSigma has deployed a smart contract system (the “Smart Contract System”) on the Ethereum blockchain for the purposes of creating ADSi and issuing such ADSi to the Contributor’s Ethereum Wallet. ADSi shall be based on the ERC20 token standard and is intended to have the functionality set out in Schedule 1 to these T&Cs.
7.2 The creation and issue of ADSi shall be initiated by the Contributor transferring an amount in ETH during the Contribution Period to the Smart Contract System at the address to be specified on the Company’s Website in accordance with clause 6.2. The Smart Contract System’s receipt of the contribution in Ether from the Contributor will trigger a smart contract operation whereby ADSi will be created and issued to the Ethereum wallet address from which the contribution was received.
7.3 In order to receive ADSi, Contributors must have an Ethereum wallet that supports the ERC20 token standard (in other words the Contributor’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of ADSi, being tokens that are created based on the ERC20 token standard). AdSigma reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
7.4 Subject to compliance with these T&Cs, the Company shall use reasonable endeavours to deliver ADSi to the Contributor’s Ethereum Wallet within 45 (forty-five) days following the conclusion of the Contribution Period. If for whatever reason we are unable to deliver ADSi within the time period specified in this clause 7.4, we shall exercise reasonable endeavours to procure that delivery shall be made within a reasonable time thereafter.
7.5 On receipt of your contribution, such contribution shall immediately become the sole and exclusive property of AdSigma who shall be entitled to apply the contribution towards the development of the AdSigma Platform and other operating expenses relating to our business. The application of your contribution shall be determined by us acting in our sole and absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contribution is used.
8. Refunds, Refusals, Suspension and Termination of Contributions
8.1 AdSigma reserves the right to refuse or reject any contributions made at any time in our sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavours to procure that the contribution is returned to the Contributor to the Ethereum wallet from which the contribution was made. However, we do not warrant, represent or offer any assurances that we will successfully be able to recover and/or return any such contributions.
8.2 Subject to clause 3.4 and except to the extent required by applicable law, all contributions received by AdSigma under these T&Cs are final and Contributors shall not be entitled to claim any refund or reimbursement of contributions from us.
8.3 At any time prior to satisfaction of the Completion Conditions, AdSigma may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale shall be deemed to commence from the moment that AdSigma publishes a notice to that effect on the Company’s Website.
8.4 During any period of suspension or in the event that the Contribution Period is aborted, the Smart Contract System will no longer be able to receive and accept contributions, create ADSi and/or issue ADSi to Contributors. Contributors who send us contributions (after we publish a notice that the Token Sale has been suspended or aborted in accordance with clause 8.3) risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by such Contributors in this respect. Contributors are therefore strongly advised to check the Company’s Website before sending a contribution to the Smart Contract System.
9. Token Functionality
9.1 Ownership of ADSi carries no rights, whether express or implied, other than a limited potential future right or expectation to use and interact with the AdSigma Platform (as further described in Schedule 1 to these T&Cs), if and to the extent the AdSigma Platform is successfully developed and deployed. Any potential future right or expectation relating to the use of ADSi on the AdSigma Platform shall be subject to any restrictions and limitations set out in these T&Cs and/or the Platform Terms (as applicable).
9.2 You acknowledge and accept that ADSi do not represent or constitute:
a) any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
b) any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to AdSigma and/or the AdSigma Platform;
c) any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
d) the provision of any goods and/or services as at the date that these T&Cs form a binding agreement between the Parties.
9.3 Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments referred to in clause 9.2 shall not apply to any contribution made under these T&Cs for the acquisition of ADSi or to your storage, sale and/or transfer of ADSi.
9.4 AdSigma makes no warranties or representations and offers no assurances (in each case whether express or implied) that ADSi shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the AdSigma Platform.
10. Contributor’s Representations and Warranties
By participating in the Token Sale and sending a contribution to AdSigma, you hereby represent and warrant the matters set out in Schedule 2 to these T&Cs.
You acknowledge and agree that sending a contribution to the Company, the creation and issue of ADSi and the development and deployment of the AdSigma Platform carries significant financial, regulatory and reputational risks, including but not limited to those set out in Schedule 3 to these T&Cs.
BY MAKING A CONTRIBUTION TO ADSIGMA AND ACCEPTING THESE T&Cs YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET OUT IN SCHEDULE 3 TO THESE T&Cs.
12. Audit of the Smart Contract System
12.1 AdSigma shall exercise reasonable endeavours to have the Smart Contract System audited and approved by technical experts with regard to both accuracy and security of the underlying code.
12.2 Notwithstanding clause 12.1, smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while any audit conducted shall raise the level of security and accuracy of the Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and ADSi are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of your contribution and/or ADSi
You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to send a contribution to AdSigma and to receive and store ADSi that are issued to you by the Smart Contract System, 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 ADSi. AdSigma shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of ADSi nor shall we be under any obligation to recover or return any ADSi and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) ADSi issued to you during the Token Sale.
14. Intellectual Property
14.1 In this clause 14, “Company’s IP Rights” means in relation to AdSigma, ADSi, the Token Sale, the AdSigma Platform and the Project Documentation, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
14.2 Except as expressly set out in these T&Cs, you are not entitled, for any purpose, to any of the Company’s IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the Company’s IP Rights and you understand and accept that by making a contribution for the purchase of ADSi pursuant to these T&Cs you shall not:
a) acquire or otherwise be entitled to any of the Company’s IP Rights;
b) make a claim in respect of any of the Company’s IP Rights or any other equivalent rights; or
c) use, attempt to use, copy, imitate or modify (whether in whole or in part) any of the Company’s IP Rights, except with our prior written consent.
15.1 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless AdSigma and our 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 “Company Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
a) your acquisition or use of ADSi under these T&Cs;
b) the performance or non-performance of your responsibilities or obligations under these T&Cs;
c) your breach of any of the terms and conditions set out in these T&Cs; or
d) your breach of any rights of any other person or entity.
15.2 AdSigma reserves the right to exercise sole control over the defense, at your sole cost and expense, of any claim subject to an indemnity set out in clause 15.1.
15.3 The indemnity set out in this clause 15 is in addition to, and not in lieu of, any other remedies that may be available to AdSigma under applicable law.
16.1 To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:
a) ADSi are sold on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to ADSi (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
b) we do not represent or warrant that ADSi are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and
c) we cannot and do not represent or warrant that ADSi or the delivery mechanism for ADSi are free of viruses or other harmful components.
16.2 Neither these T&Cs nor the Project Documentation constitute a prospectus or offering document and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. ADSi should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future resale.
16.3 No regulatory authority has examined or approved any of the information set out in these T&Cs and/or the Project Documentation. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and/or the Project Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.
17. Limitation of Liability
17.1 To the fullest extent permitted by applicable law, in no circumstances shall:
a) AdSigma or any of the Company Indemnified Parties be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of ADSi or otherwise related to these T&Cs, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if AdSigma or any of the Company Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and
b) the aggregate liability of AdSigma and the Company Indemnified Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these T&Cs or the use of or inability to use ADSi, exceed the amount of your contribution.
17.2 The limitations and exclusions of liability set out in clause 17.1 shall not limit or exclude liability for the gross negligence, fraud or intentional, wilful or reckless misconduct of any Company Indemnified Party, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.
18.1 You are solely responsible for determining whether your contribution to AdSigma for the purposes described hereunder, the transfer of ETH, the creation, ownership, use, sale, transfer or liquidation of ADSi, the potential appreciation or depreciation in the value of ADSi over time (if any), the allocation of ADSi and/or any other action or transaction contemplated by these T&Cs or related to the AdSigma Platform will give rise to any tax implications on your part.
18.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. AdSigma shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of ADSi under or in connection with these T&Cs.
18.3 You agree not to hold AdSigma or any of the Company Indemnified Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of ADSi or any other action or transaction related to the AdSigma Platform or the Token Sale.
19. Data Protection
19.1 If we make an information request in accordance with clause 5, we may require you to provide information and/or documents relating to (without limitation):
a) your identity;
b) your residential and/or business address;
c) the source of your wealth;
d) the source of funds used for the purposes of purchasing ADSi;
e) your Ethereum Wallet for receipt of ADSi; and/or
f) any other documents or data from which you can be identified,
(together, your “Personal Data”).
19.2 We will not disclose your Personal Data except as expressly permitted under these T&Cs and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these T&Cs, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
19.3 We shall process your Personal Data in accordance with the laws, as may be amended (“Data Protection Act”), and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes:
a) the purchase of ADSi and the processing of transactions related to the Token Sale pursuant to these T&Cs;
b) providing you with information about us and our range of services;
c) compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority;
d) management of enquiries and complaints;
e) opening, maintaining or operating a bank account in the Company’s name;
f) subject to clause 20, resolving any Disputes (as such term is defined in clause 20.1 below) with you;
g) producing summary information for statistical, regulatory and audit purposes; and/or
h) any other reasonable purposes in accordance with applicable law.
19.4 Under the Data Protection Act you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights.
19.5 You agree that we may, for the purposes set out in clause 19.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these T&Cs you authorize and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
19.6 You acknowledge, accept and understand that these T&Cs, insofar as they relate to the controlling and processing of your Personal Data by the Company, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes set out in clause 19.3. In order to access the AdSigma Platform and otherwise use and interact with the AdSigma Platform, you will be required to accept the Platform Terms which shall also set out the terms and conditions under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the AdSigma Platform.
20. Dispute Resolution by Arbitration
PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
20.1 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 AdSigma (i) waive your and AdSigma’s respective rights to have any and all Disputes arising from or related to these T&Cs resolved in a court, and (ii) waive your and AdSigma’s respective rights to a jury trial. Instead, you and AdSigma agree to 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).
20.2 No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these T&Cs is personal to you and AdSigma and will be resolved solely through individual arbitration and will not be brought as a class or group arbitration, class or group 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.
20.3 Arbitration Rules. Any dispute arising out of or in connection with these T&Cs, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the International Chamber of Commerce’s Rules of Arbitration (“ICC Rules”), which are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/ and are deemed to be incorporated by reference in this clause 20. By agreeing to be bound by these T&Cs, you either (i) acknowledge and agree that you have read and understand the ICC Rules, or (ii) waive your opportunity to read the ICC Rules and any claim that the ICC Rules are unfair or should not apply for any reason.
20.4 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 AdSigma shall be sent by e-mail to the [email protected]
Notice to you shall be sent to any address you provide to us in writing in a notice. Your notice must include (i) your name, postal address, email 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 AdSigma cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or AdSigma may, as appropriate and in accordance with this clause 20, commence an arbitration proceeding or, to the extent specifically provided for in clause 20.1, file a claim in court.
20.5 Process. The seat, or legal place, of arbitration shall be India. The arbitration will be conducted confidentially by a single arbitrator appointed in accordance with the ICC Rules. The language to be used in the arbitral proceedings shall be English. The governing law of these T&Cs shall be the substantive law of Gibraltar and the Gibraltar court will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.
20.6 Authority of Arbitrator. These T&Cs, the applicable ICC Rules and 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 may be subject to arbitration, 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 or class action, which is prohibited by these T&Cs. 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.
20.7 Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this clause 20 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this clause 20 will remain valid and enforceable. Further, the waivers set forth in clause 20.2 above are severable from the other provisions of these T&Cs and will remain valid and enforceable, except as prohibited by applicable law.
21. Force Majeure
Neither AdSigma nor any member of the AdSigma Companies shall be liable or responsible to the Contributor, or be deemed to have breached these T&Cs, for any failure or delay in fulfilling or performing its obligations under these T&Cs, if and to the extent such failure or delay is caused by, results from or is otherwise connected to acts beyond its reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees; or (e) action by any nation or government, state or other political subdivision thereof, any entity exercising legislative, regulatory, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or council.
22.1. The Contributor understands and accepts that the network of miners will ultimately be in control of the Smart Contract System and that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead to ADSi losing intrinsic value.
22.2. We may amend these T&Cs from time to time, including where there are changes to the intended functionality of ADSi or as may be otherwise required by any laws or regulatory requirements to which we are subject. If we make any amendments to these T&Cs, we will publish a notice together with the updated T&Cs on the Company’s Website and we will change the “Last Updated” date at the top of these T&Cs. Any amendments to these T&Cs shall become effective immediately upon the publication of such notice and the updated T&Cs on the Company’s Website. It is your responsibility to regularly check the Company’s Website for any such notices and updated T&Cs.
22.3. If any term, clause or provision of these T&Cs is found to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision shall be severable from these T&Cs without affecting the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these T&Cs, which shall remain in full force and effect.
22.4 These T&Cs constitute the entire agreement between the Parties in relation to its subject matter. These T&Cs replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that subject matter.
22.5 You acknowledge that by accepting these T&Cs, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of the Company in relation to the subject matter of these T&Cs at any time before your acceptance of them (“Pre-Contractual Statements”), other than those set out in these T&Cs. You hereby waive any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
22.6 Nothing in these T&Cs shall be deemed to create any form of partnership, joint venture or any other similar relationship between you and AdSigma and/or other individuals or entities involved with the development and deployment of the Smart Contract System and/or the Company Indemnified Parties and/or the AdSigma Platform.
22.7 Subject to clause 20, these T&Cs and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with India law and the Parties irrevocably agree that the Indian courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these T&Cs or their subject matter or formation (including non-contractual disputes and claims).
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INTENDED FUNCTIONALITY OF ADSi ON THE ADSIGMA PLATFORM
ADSi is intended to have the following functionality within the AdSigma Platform:
a) activity in the AdSigma Platform is intended to be performed primarily using ADSi. In that sense, ADSi’s principal purpose is therefore to operate as an “in-app currency” for the following: buying and selling ad space, paying fees to arbitrators for resolving disputes, paying transaction processing fees and paying fees to platform operators; and
b) ADSi shall be required to access certain premium features and services that may become available on the AdSigma Platform in future.
ADSi is not intended to have any functionality or utility outside the AdSigma Platform. The AdSigma Platform will therefore be structured as a “closed system” insofar as the use of ADSi is concerned.
Further information and examples of the intended ADSi functionality on the AdSigma Platform are set out in the AdSigma Whitepaper at pages 9-12.
ADSi TOKEN CREATION AND INTENDED DISTRIBUTION
The total number of ADSi to be created is not pre-determined and shall depend on the aggregate contributions received by AdSigma during the Token Sale (including the Company’s private pre-sale campaign). ADSi to be issued to Contributors shall constitute 60% of the total ADSi to be created. The final ADSi distribution shall be as follows:
a) 60% shall be issued to Contributors during the Token Sale (including the pre-sale campaign);
b) 22% shall be retained by AdSigma in reserve for network growth and future use depending on the needs of the business; and
c) 10% shall be issued to AdSigma’s founding team;
d) 4% shall be issued to the advisory board
e) 3% shall be reserved for the community grants and bounty
f) 1% shall be reseved for legal compliance
The proposed distribution of ADSi described above is only indicative and may be subject to change without further notice.
POSSIBILITY OF CHANGE TO THE FUNCTIONALITY OF ADSi
PLEASE NOTE THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF ADSi. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF ADSi IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE SHALL PUBLISH A NOTICE ON THE COMPANY’S WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF ADSi AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE COMPANY’S WEBSITE FOR ANY SUCH NOTICES. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF ADSi.
CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES
By making a contribution and accepting these T&Cs, you hereby represent and warrant that:
you have read and understood these T&Cs (including all the Schedules hereto);
you have the necessary authority and consent to accept these T&Cs, to enter into a binding agreement with AdSigma and to perform the obligations set out herein;
the acceptance of these T&Cs and the entry into a binding agreement with AdSigma shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organisational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;
you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (such as ETH), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
you have obtained sufficient information about the potential future use and functionality of ADSi to make an informed decision to participate in the Token Sale pursuant to these T&Cs;
you understand that ADSi confer only a limited potential future right or expectation to use and interact with the AdSigma Platform as more particularly described in Schedule 1 to these T&Cs, and that ADSi confer no other rights of any kind with respect to AdSigma and/or the AdSigma Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
if you are an individual, you are at least 18 years of age, you have sufficient legal capacity to accept these T&Cs and to enter into a binding agreement with AdSigma on the terms set out herein;
if you are making a contribution for the acquisition of ADSi as a corporate entity including, without limitation, any company or partnership (or other type of legal entity that is not a natural person), such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;
if you are making a contribution for the purchase of ADSi for or on behalf of an entity or person, you are authorized to accept these T&Cs and enter into a binding agreement with AdSigma on such entity’s or person’s behalf (and in such circumstances, references in these T&Cs to “Contributor”, “your” or “you” shall be a reference to the entity or person on whose behalf you are authorized to make a contribution);
you are making a contribution for the purchase of ADSi to support the development, testing, deployment and operation of the AdSigma Platform and to potentially use and interact with the AdSigma Platform at a future point in time. You are not making a contribution under these T&Cs for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
any contribution to be made by you for the purchase of ADSi is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
you shall not use ADSi to finance, engage in, or otherwise support any unlawful activities;
your contribution shall be transferred to AdSigma from an Ethereum wallet that: (i) is registered in your name or in the name of a person who is duly authorised by you to send a contribution on your behalf to AdSigma; and (ii) is not located in or that is not registered in the name of a person located in or resident of any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory”;
making a contribution and receiving ADSi under these T&Cs is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
you are not a citizen of or resident or domiciled in any of the Prohibited Jurisdictions or making a contribution for the purchase of ADSi from a location in any of the Prohibited Jurisdictions, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of any of the Prohibited Jurisdictions, nor are you making a contribution for the purchase of ADSi for or on behalf of any such person or entity;
you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority;
you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of ADSi;
you shall provide us with details of an Ethereum wallet that supports the ERC20 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as ADSi); and
you understand and accept the risks of participating in token sales relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these T&Cs.
Risk of software weaknesses: because ADSi, the Smart Contract System and the AdSigma Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on ADSi, the Smart Contract System and/or the AdSigma Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to ADSi (including the utility of ADSi), the Smart Contract System and/or the AdSigma Platform, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating ADSi will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or ADSi.
Regulatory risk: blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the AdSigma Platform, including its termination and the loss of ADSi for the Contributor. Additionally, regulation of proposed activities of the AdSigma Platform is currently uncertain. It is not known what regulatory framework the proposed AdSigma Platform and associated activities will be subject to, the nature and obligations that will be imposed on AdSigma in order to comply with any such regulatory framework or when/if AdSigma will even be able to apply to be regulated, or successfully obtain the necessary licences so that it may lawfully carry out its proposed business activities.
Risks associated with uncertain regulations and enforcement actions: the regulatory status of ADSi and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the AdSigma Platform and ADSi. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the AdSigma Platform and ADSi. Regulatory actions could negatively impact the AdSigma Platform and ADSi in various ways, including, for purposes of illustration only, through a determination that ADSi are a regulated financial instrument that requires registration or licensing. AdSigma 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.
Risk of abandonment / lack of success: the creation and issue of ADSi and the development of the AdSigma Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if the AdSigma Platform is partially or fully developed and launched, you will receive any benefits through ADSi that you hold.
Risk associated with other applications: the AdSigma Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which ADSi will have no intrinsic value.
Risks associated with markets for ADSi: AdSigma may not enable or otherwise facilitate any secondary market trading or any such external valuation of ADSi. This may restrict the contemplated avenues for using ADSi to the token functionality described in Schedule 1 to these T&Cs and could therefore create illiquidity risk with respect to any ADSi you own. Even if secondary trading of ADSi 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 any third party ascribes an external exchange value to ADSi (e.g. as denominated in a cryptographic or fiat currency), such value may be extremely volatile and diminish to zero. If you are purchasing ADSi as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that ADSi are not offered by AdSigma or its affiliates on an investment basis. You further acknowledge that any contribution that you make under these T&Cs will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and will not.
Risk of losing access to tokens due to loss of private key(s), custodial error or your error: ADSi can only be accessed by using an Ethereum wallet with a combination of the Contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained ADSi associated with your Ethereum Wallet may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum Wallet, may be able to misappropriate your ADSi. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store ADSi, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your ADSi.
Risk of theft: the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or ADSi, adversely impacting the ability to develop the AdSigma Platform and derive any usage or functionality from ADSi. Furthermore, because the AdSigma Platform is based on open-source software, there is a risk that a third party or a member of AdSigma’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the AdSigma Platform, which could negatively affect the AdSigma Platform and ADSi.
Risk of Ethereum mining attacks: as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and rare condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of token transactions, and expected proper execution and sequencing of contract computations. You understand and accept that the network of miners will ultimately be in control of the delivery of ADSi via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to ADSi losing intrinsic value and/or functionality.
Risk of incompatible wallet service: the wallet or wallet service provider used to receive ADSi must conform to the ERC20 token standard in order to be technically compatible with ADSi. The failure to ensure such conformity may have the result that you will not gain access to your ADSi.
Risk of hard-fork: the AdSigma Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to ADSi may be required (hard-fork of ADSi) and that, if you decide not to participate in such upgrade, you may no longer be able to use your ADSi and any non-upgraded ADSi may lose its functionality in full.
Risk of uninsured losses: unlike bank accounts or accounts at some other financial institutions, ADSi 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 us, to offer recourse to you.
Risks arising from taxation: the tax characterization of ADSi is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of ADSi, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
Risk of an unfavourable fluctuation of Ethereum and other currency value: AdSigma intends to use the contributions received to fund the development of ADSi, the AdSigma Platform and various other operating expenses. The contributions received will be denominated in ETH, and may be converted into other cryptographic and fiat currencies. If the value of ETH or other currencies fluctuates unfavourably during or after the Contribution Period, AdSigma may not be able to fund the development of, or may not be able to maintain, the AdSigma Platform in the manner that it intended.
Risk of dissolution of the Company or network: it is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in ADSi utility due to negative adoption of the AdSigma Platform, the failure of commercial relationships, or intellectual property ownership challenges, the AdSigma Platform may no longer be viable to operate and the Company may dissolve and may not be able to continue the development or operation of the AdSigma Platform.
Risks arising from lack of governance rights: because ADSi confer no governance rights of any kind with respect to the AdSigma Platform or the Company; all decisions involving the Company (including to sell or liquidate the Company) will be made by the Company acting in its sole and absolute discretion, and all decisions involving the AdSigma Platform including, but not limited to, decisions to discontinue the AdSigma Platform, to create and issue more ADSi, will be made by the Company. These decisions could adversely affect the AdSigma Platform and/or ADSi you hold.
Risks arising from the market in which the AdSigma Platform operates: the energy market and by extension the AdSigma Platform, is subject to a variety of federal, state, national and international laws and regulations. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the AdSigma Platform could be enacted, which could impact the utility of ADSi in the AdSigma Platform. Additionally, AdSigma Platform’s users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If for whatever reason AdSigma is unable or fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the AdSigma Platform and ADSi, including its functionality to access and interact with the AdSigma Platform.
Risks associated with the development and maintenance of the AdSigma Platform: the AdSigma Platform is still under development and may undergo significant changes over time. Although we intend for ADSi and the AdSigma Platform to function as described in Schedule 1 to these T&Cs, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of ADSi or the AdSigma Platform for any number of legitimate reasons. Moreover, we may not be able to retain full and effective control over how other participants will use the AdSigma Platform, what products or services will be offered through the AdSigma Platform by third parties, or how third-party products and services will utilize ADSi (if at all). This could create the risk that ADSi or the AdSigma Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the AdSigma Platform, it is still possible that the AdSigma Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the AdSigma Platform and ADSi, and the potential utility of ADSi.
Risk of Competing Platforms: it is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the AdSigma Platform and attempt to facilitate services that are materially similar to the services offered by or within the AdSigma Platform. The AdSigma Platform may compete with these alternatives, which could negatively impact the AdSigma Platform and ADSi, including the utility of ADSi for obtaining services offered by or within the AdSigma Platform.
Unanticipated Risks: cryptographic tokens such as ADSi are a new and untested technology. In addition to the risks set out in this Schedule 3 to these T&Cs, there are other risks associated with your acquisition, storage, transfer and use of ADSi, including those that AdSigma may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Schedule 3 to these T&Cs.
Additional Know Your Client Procedure
Please note that contributions for the total equivalent value of USD 15,000 or greater, we will require a utility bill and a government issued identity document to be provided in accordance with clauses 5 and19 of the Terms and Conditions to the following email address: [email protected]
Tokens relating to such contributions will not be distributed to you until such time as the relevant documentation has been provided to the satisfaction of AdSigma. Documents will need to be provided within 10 days of the end of the token sale. If not received contributions will be returned in full.