TERMS and CONDITIONS
PLEASE READ THIS SECTION AND THE FOLLOWING SECTIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR PERSONAL LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).
The parties to this agreement are Contracoin Pty Ltd, Contracorp Limited (the “Company”), and you, a purchaser who wishes to purchase Contracoin Tokens (the “User” “You” “Buyer”)
By visiting the Website https://contracoin.io or https://register.contracoin.network or https://contracoin.network (the ”Website”) and transferring Ether (ETH) Bitcoin (BTC) or FIAT (USD) to the Company User understands and accepts that the User is purchasing Contracoin Tokens, the use of which is described in the Contracoin Whitepaper at https://www.contracoin.io/whitepaper-en.pdf
Please read carefully these Terms and Conditions before using the Website or accepting the Contracoin Tokens (CTCN), as they may affect your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability in connection with using the Website and accepting CTCN Tokens. If you participate in the Token Sale you agree to accept the Terms and Conditions. Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of CTCN Tokens. This Agreement shall be effective and binding on the Parties when Buyer clicks the check box to indicate that Buyer has read, understands and agrees to the terms of this Agreement and successfully submits the KYC / Token Sale Registration form on the Website. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
The Tokens (as described in the Whitepaper) are not intended to constitute securities in any jurisdiction.
The Whitepaper does not constitute a prospectus or offering document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. The Whitepaper does not constitute or form part of any opinion or any advice to sell, or any solicitation of any offer by the distributor or issuer of the Tokens to purchase any Tokens nor shall it, or any part of it, nor the fact of its presentation, form the basis of or be relied upon in connection with any contract or investment decision.
No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the Tokens.
Any agreement relating to the potential sale and purchase of Tokens is to be governed by such other agreement or document as Contracoin may require and no other document (including the Whitepaper). If there is any inconsistency between the agreement or document and the Whitepaper, the agreement or document shall govern.
No regulatory authority has examined or approved of any of the information set out in the Whitepaper. 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 the Whitepaper does not imply that any such applicable laws, regulatory requirements or rules have been complied with.
There are material risks and uncertainties associated with Contracoin, its business and operations, the Tokens, including that any Token sale may not occur or the Tokens may not be issued.
The Whitepaper, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of the Whitepaper or the Tokens sale is prohibited or restricted.
No part of the Website or Whitepaper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties by the User”, “Cautionary Note on Forward-Looking Statements”, “No Advice”, “Restrictions on Distribution and Dissemination”, “No Offer of Securities or Registration” and “Risks and Uncertainties”.
DISCLAIMER OF LIABILITY
To the maximum extent permitted by applicable laws, regulatory requirements or rules, Contracoin and its affiliates shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on the Whitepaper or any part thereof by you.
A private key, or a combination of private keys, is necessary to control and dispose of Contracoin Tokens stored in your Ethereum digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your Ethereum digital wallet or vault storing Contracoin Tokens will result in loss of such Tokens. 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 Tokens.
Because Tokens and the Network are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Network or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
Hackers or other malicious groups or organizations may attempt to interfere with the Network or the Contracoin Tokens 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 Network is based on open-source software, there is a risk that a third party or a member of the Company may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the Contracoin Tokens.
The regulatory status of the Tokens 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 Network and the Tokens. 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 Network and the Tokens. Regulatory actions could negatively impact the Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. 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 Network will be updated and may undergo significant changes over time. Although we intend for the Tokens and Network to follow the specifications set forth in the Whitepaper, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or Network for any number of reasons. This could create the risk that the Tokens or Network, as further updated and maintained, may not meet your expectations. Furthermore, despite our good faith efforts to update and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately updated or maintained, which may negatively impact the Network and Tokens.
NO REPRESENTATION AND WARRANTIES
Contracoin is a recently organised start-up company, subject to all the risks and uncertainties of a new enterprise. Contracoin’s blockchain-based technology is in an early stage of development, will be subject to modification as issues inevitably emerge, and ultimately may not be accepted in the marketplace. The statements in the Whitepaper are made only as of the date set forth on the cover page. Risks associated with Ethereum Blockchain utilised by Contracoin will be issued on the Ethereum blockchain. Therefore, any failure or malfunctioning of the Ethereum protocol may lead to the trading network of Contracoin not working as expected. Accordingly, Contracoin and its affiliates do not make or purport to make, and hereby disclaim, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking as to the continued accuracy and completeness of any of the information set out in the Whitepaper.
REPRESENTATIONS AND WARRANTIES BY YOU
By accessing or accepting possession of any information in the Whitepaper or any part thereof, you represent and warrant to Contracoin and its affiliates as follows:
- You agree and acknowledge that the Tokens do not constitute securities in any form in any jurisdiction;
- You agree and acknowledge that the Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or solicitation for investments in securities and you are not bound to enter into any contract or binding legal commitment;
- You agree and acknowledge that no regulatory authority has examined or approved of the information set out in the Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction by Contracoin or its affiliates in connection with the dissemination of the Whitepaper, and the publication, distribution or dissemination of the Whitepaper to you does not imply that any applicable laws, regulatory requirements or rules have been complied with;
- You agree and acknowledge that the Whitepaper, the undertaking and/or completion of any future Token sale or future trading of the Tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of Contracoin or the Tokens;
- The distribution or dissemination of the Whitepaper, any part thereof or any copy thereof, or the acceptance of the same by you, is not prohibited or restricted by any laws, regulatory requirements or rules applicable to you, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to Contracoin or its affiliates;
- You agree and acknowledge that if you elect to purchase any Tokens, the Tokens are NOT to be construed, interpreted, classified or treated as: a. any kind of currency other than cryptocurrency; (b) debentures, stocks or shares issued by any person or entity (whether Contracoin or its affiliates), including any rights, options or derivatives thereof; (c) units in a collective investment scheme; (d) units in a business trust; (e) derivatives of units in a business trust; or (f) any other security or class of securities.
- You are fully aware of and understand that you are NOT eligible to purchase any Tokens if you are a citizen of one of the countries listed in the section below titled “Restricted Jurisdictions”;
- You have a basic degree of understanding of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
- You are fully aware and understand that in the case where you wish to purchase any Tokens, there are material risks associated with Contracoin and its business, plans and operations, the Tokens and any potential future sale or distributions of the Tokens;
- You agree and acknowledge that none of Contracoin nor its affiliates is liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, but not limited to, loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on the Whitepaper or any part thereof by you;
- You acknowledge and agree that Contracoin can make material amendments to the Whitepaper at any time after the date hereof and without any notice to you or your consent, and you further acknowledge and agree that Contracoin makes no representation or warranty regarding the accuracy of any information set forth in the Whitepaper; and
- All of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of the Whitepaper or any part thereof.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
The Whitepaper may contain forward-looking statements including, but not limited to, statements as to future operating results and plans that involve risks and uncertainties. The use of words such as “expects”, “anticipates”, “believes”, “estimates”, the negative of these terms and similar expressions identify forwardlooking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Contracoin to differ materially from any future results, performance or achievements expressed or implied by those projected in the forward-looking statements for any reason.
No information in the Whitepaper should be considered business, legal, financial or tax advice regarding Contracoin, the Tokens or any future Token sale or distribution. You should consult your own legal, financial, tax or other professional adviser regarding Contracoin, and its business and operations and the Tokens. You may be required to bear the financial risk of any purchase of the Tokens for an indefinite period of time or suffer the complete loss of any amounts paid for the Tokens.
RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION
The distribution or dissemination of the Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of the Whitepaper or such part thereof (as the case may be) at your own expense and without liability to Contracoin or its affiliates. Persons to whom a copy of the Whitepaper has been distributed or disseminated or who have been provided access or otherwise have the Whitepaper in their possession shall not circulate it to any other persons, reproduce or otherwise distribute the Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.
NO OFFER OF SECURITIES OR REGISTRATION
The Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investments in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment, and no cryptocurrency or other form of payment is to be accepted based on the Whitepaper. Any agreement relating to the sale and purchase of the Tokens is to be governed solely by the documents as Contracoin may require and no other document (including the Whitepaper).
RISKS AND UNCERTAINTIES
Prospective purchasers of Tokens should carefully consider and evaluate all risks and uncertainties associated with Contracoin and its plans, business and operations, the Tokens and any sale or distribution thereof, including all information set out in the Whitepaper and the Purchase Document prior to any purchase of the Tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of Contracoin could be materially and adversely affected. In such cases, you may lose all or part of the value of any investment in the Tokens.
There may be laws that apply to purchasing cryptocurrency Tokens in buyer’s jurisdiction. You shall be solely responsible for compliance with local law and shall indemnify Company against any liability (including the costs of defending against claimed liability) incurred as a result of your non-compliance. Buyer, being either (i) a natural person wishing to become a participant and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a participant and being incorporated, registered or effectively managed and controlled form or in: a country, jurisdiction or territory where the token offer or the holding and use, of the token and / or virtual currencies or other tokens at any other moment in time is prohibited by laws, regulations or other practices and policies in the said country, jurisdiction or territory, are not allowed to participate in the Contracoin Private Token Sale or Public Token Sale, which is taken to include, but is not limited to U.S.A., China, Singapore or any other jurisdictions where the aforementioned are prohibited. This shall include any person representing or acting on behalf of such restricted prohibited participant/s in any manner or capacity whether openly or covertly.
CHANGES TO TERMS AND CONDITIONS
The Company reserves the right, at its sole discretion, to change the Terms and Conditions under which the platform operates. The most current version of the Terms and Conditions will supersede all previous versions and will be uploaded to the Website.