TERMS OF SALE
6th of March 2018
PLEASE READ THESE TERMS OF SALE CAREFULLY. NOTE THAT SECTION 12 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of AvantGarde Ratings (“AVG” or “Tokens”) from AvantGarde Ratings (“AvantGarde Ratings,” “we,” “us,” “our,” or the “Company”) is subject to these Terms of Sale (“Terms”). Each of you and the Company are a “Party,” and together are the “Parties.”
These Terms take effect when you click an “I Accept” button or check box presented with these Terms (the “Effective Date“). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
Section 13 contains the definitions of certain capitalized terms used in these Terms. Though you should read and understand this entire document before agreeing to its terms, you should pay particular attention to those terms written in ALL CAPITAL LETTERS.
1.1 Terms. You will adhere to all AvantGarde Ratings rules and regulations applicable to your purchase of AVG, including the Policies as defined in Section 13. You have read and understand the Offering Documents and will read any updates thereto. If you did not understand any of the concepts identified in the disclosure, you have contacted us via email at email@example.com and we have explained them to your satisfaction.
1.2 Support to You. We will provide web-based support only, including email, web forums, and knowledge base support. We will not provide telephone or live support. Our support email is firstname.lastname@example.org .
1.3 Third Party Content. Third Party Content may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. We do not accept liability for any fees incurred or damages caused by your use of any Third Party Content. We do not guarantee the availability of any Third Party Content for any purpose. We do not guarantee the accuracy or precision of any information provided to us by any third party, including, without limitation, network information, pricing information or other statistical data. We may change, discontinue, or deprecate any of the Third Party Content.
2.1 Purchase. You agree to purchase, and we agree to sell, on the terms set forth herein, the AVG. Your purchase is final. We will not provide any refund of the purchase price under any circumstances. AVG may be purchased from the Distribution Smart Contract using ether (“ETH”) only.
2.2 Delivery Date. The Distribution Smart Contract will make available to you the Resulting Distribution upon the later of (i) when the saleable Tokens limit has been reached or (ii) December 1, 2017.
2.3 Delivery Method. If you purchased AVG with ETH, the Distribution Smart Contract will make available the appropriate amount of AVG on the Ethereum address from which your ether was sent. Your purchased AVG will be sent to the Ethereum address provided during the Token Sale purchase process.
2.4 Third Party. If you purchase AVG using a third party, that third party is your agent, not ours, for the purpose of the payment of ETC or Tokens. You, not we, are responsible for ensuring that we actually receive the appropriate amount of ETH. We are not responsible for any loss of funds due in any part to the use of a third party to send or receive ETC or Tokens.
- Security and Data Privacy.
3.1 Your Security. You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account, and (ii) private keys required to access any relevant Ethereum address or your AVG. In the event that you are no longer in possession of any private key or device associated with your provided Ethereum address, you understand you may never be able to access your AVG.
3.2 Additional Information. You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any federal, state or local law, regulation or policy. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.
3.3 Your Information. We may use aggregate statistical information about your activity, including, without limitation, your activity on the AvantGarde Ratings Site and logins to various websites, for marketing or any other purpose in our sole discretion. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein or in any Policy.
- Your Responsibilities.
4.1 Security and Backup. You are responsible for properly configuring any software in connection with your access to or use of AVG.
4.2 End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement. You are responsible for End Users’ purchase and use of AVG. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement.
4.3 End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
- Taxes.You are responsible for complying with all applicable law regarding the payment of taxes related to the purchase of AVG. AvantGarde Ratings is not responsible for your compliance with tax law.
- Term; Termination.
6.1. Term. The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with this Agreement.
6.2 Termination. This Agreement will terminate automatically upon the delivery of substantially all of your Resulting Distribution. We may terminate this Agreement in our sole discretion if you breach any term or Policy.
6.3. Effect of Termination. Upon any termination of this Agreement: (a) all your rights under this Agreement immediately terminate; (b) you are not entitled to a refund of any amount paid; (c) you will immediately return or, if instructed by us, destroy all AvantGarde Ratings Content in your possession; and (d) Sections 4.1, 5, 6.3, 7, 8, 9, 10, 11, 12 and 13 will continue to apply in accordance with their terms. We will not be liable for any special, incidental or consequential damages you sustain, including, without limitation, any special, incidental or consequential damages due to any loss of credentials, login information or private keys for any website or software or your inability to access any website or account.
- Proprietary Rights.
7.1 Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential or proprietary. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
7.2 Hardware and Software. Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the AVG in your Resulting Distribution) used by AvantGarde Ratings or its affiliates.
7.3. Intellectual Property. We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
8.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning this Agreement or your use of AVG, whether or not the AVG was sold to you under this Agreement. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at reasonable hourly rates.
8.2. Process. We will promptly notify you of any claim subject to Section 8.1, but our failure to promptly notify you will only affect your obligations under Section 8.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
- Risks and Disclaimers.
9.1 Risks. YOU UNDERSTAND THAT BLOCKCHAIN TECHNOLOGY, ETHEREUM, ETHER, BITCOIN AND BITCOIN CASH ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF AVANTGARDE RATINGS CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY, BROADLY CONSTRUED, WILL EXCUSE AVANTGARDE RATINGS’S PERFORMANCE UNDER THIS AGREEMENT. IN ADDITION, YOU UNDERSTAND AVG AND BLOCKCHAIN AND ETHEREUM ANCHORING TECHNOLOGY ARE SIMILARLY NEW AND UNTESTED AND ADVERSE CHANGES IN MARKET FORCES OR TO THE UNDERLYING TECHNOLOGY, BROADLY CONSTRUED, WILL EXCUSE AVANTGARDE RATINGS’S PERFORMANCE UNDER THIS AGREEMENT.
IN PARTICULAR, AND IN ADDITION TO THE TERMS OF THIS DOCUMENT, YOU ASSUME ALL RISK OF LOSS RESULTING FROM, CONCERNING OR ASSOCIATED WITH THE RISKS SET FORTH IN THE OFFERING DOCUMENTATION.
9.2 Disclaimers. AVG ARE DISTRIBUTED BY THE DISTRIBUTION SMART CONTRACT “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING AVG OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT AVG OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE. THE NETWORK WILL DISTRIBUTE AVG IN YOUR RESULTING DISTRIBUTION.
- Limitations of Liability.
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE AVG, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THE COMPANY OR THIS AGREEMENT, INCLUDING AS A RESULT OF POWER OUTAGES, MAINTENANCE, DEFECTS, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO ANY AVG; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA, INCLUDING RECORDS, PRIVATE KEY OR OTHER CREDENTIALS, ASSOCIATED WITH ANY AVG, WHETHER OR NOT OBTAINED UNDER THIS AGREEMENT AS PART OF THE RESULTING DISTRIBUTION.
IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE VALUE YOU PAID US IN EXCHANGE FOR THE OFFERING UNDER THIS AGREEMENT.
YOU WAIVE YOUR RIGHT TO DEMAND THE RETURN OF ANY AMOUNTS YOU PAID US FOR THE OFFERING UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, A DEMAND FOR SPECIFIC PERFORMANCE.
- Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the AvantGarde Ratings Site or, only if you have provided us with your email address, by email. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email. It is your responsibility to check the AvantGarde Ratings Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
12.1 Confidentiality and Publicity. You may use AvantGarde Ratings Confidential Information only in connection with your purchase of AVG under this Agreement and pursuant to the terms of this Agreement. You will not disclose AvantGarde Ratings Confidential Information during the Term or at any time during the five (5) year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of AvantGarde Ratings Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your purchase, You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
12.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or Network protocols or any other force outside of our control.
12.3 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
12.4 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity.
12.5 Import and Export Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, export, and re-export control and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country or individual-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use AVG.
(a) To You. We may provide any notice to you under this Agreement by posting a notice on the AvantGarde Ratings Site. Notices we provide by posting on the AvantGarde Ratings Site will be effective upon posting. It is your responsibility to periodically review the AvantGarde Ratings Site for notices.
(b) To Us. To give us notice under this Agreement, you must contact AvantGarde Ratings by email to email@example.com. We may update this email address for notices to us by posting a notice on the AvantGarde Ratings Site. Notices to us will be effective one business day after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
12.7 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this section will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
12.8 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
12.9 Reformation and Severability. Except as otherwise set forth herein, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
12.10 Disputes Resolution by Binding Arbitration; Jury Trial Waiver; Class Action Waiver; Limitation of Time. For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to AVG or this Agreement (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. The arbitration will take place in the federal judicial district of your residence. As used in this Section, “we” and “us” mean AvantGarde Ratings. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with this Agreement (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.
Where no claims or counterclaims exceed $10,000, the dispute will be resolved by the submission of documents without a hearing, unless a hearing is requested by a party or deemed necessary by the arbitrator, in which case, a party may elect to participate telephonically.
You should review this provision carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding this agreement to arbitrate, claims of defamation, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) you and we will pay our respective attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
This Section will survive termination of your account and this Agreement as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) above of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (a) or (b) above of this Section is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in court.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE PURCHASE OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IT WILL BE FOREVER BARRED.
12.11 Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in this Agreement contain the Parties and their affiliates’ entire obligation regarding the security, privacy and confidentiality of your personal information. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
“AvantGarde Ratings Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. AvantGarde Ratings Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. AvantGarde Ratings Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown conclusively by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown conclusively by documentation to have been independently developed by you without reference to the AvantGarde Ratings Confidential Information.
“AvantGarde Ratings Content” means Content we or any of our affiliates make available in connection with this Agreement or on the AvantGarde Ratings Site to allow access to or purchase of AVG. AvantGarde Ratings Content does not include AVG.
“AvantGarde Ratings Site” means AvantGarde Ratings’s website at https://www.avantgarderatings.com/ and any successor or related site used by us.
“Content” means software (including machine images), data, text, audio, video, images or other content.
“Distribution Smart Contract” means the algorithmic code that distributes AVG to purchasers in accordance with the Exchange Rate and amounts sent to the Ethereum address contained within the code.
“End User” means any individual or entity that directly or indirectly through another user purchases AVG on behalf of another person or entity.
“Exchange Rate” means the amount of AVG distributed per ETH or BTC or BCC or fiat at a particular point in time as published on the AvantGarde Ratings Site immediately prior to the launch of the Token Sale.
“Network” means the blockchain supporting AVG as well as the Distribution Smart Contract.
“Offering Documentation” means any statements on the AvantGarde Ratings Site regarding the sale of AVG.
“Policies” means these Terms, all restrictions described in the AvantGarde Ratings Content and on the AvantGarde Ratings Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on the AvantGarde Ratings Site. In the event of a conflict between any Policy and this Agreement, the terms of this Agreement prevail.
“Resulting Distribution” means the amount of AVG distributed to you by the Distribution Smart Contract as a result of the amount you sent to the Distribution Smart Contract.
“Suggestions” means all suggested modifications, improvements, additions or subtractions to our business that you provide to us.
“Term” means the term of this Agreement described in Section 6.1.
“Third Party Content” means Content made available to us or to you by any third party, including, without limitation, any price, speed, volume, frequency, or statistical information.
RISKS ASSOCIATED WITH THE AVANTGARDE RATINGS TOKEN AND PRE-SALE
Last updated 6th of March 2018
The AvantGarde Ratings Token is a new and innovative product. This memorandum is intended to apprise you of some of the risks involved with purchasing, buying, owning, and using the AvantGarde Ratings Token. It does not purport to advise you of all of the risks and other significant aspects of the sale (the “Token Sale”) by Wishfin ICO Partners Limited (“AvantGarde Ratings” or the “Company”) of AvantGarde Ratings Tokens (the “Tokens”). You should also consider any additional risks and considerations relating to the Token Sale and consult your own legal, tax, financial and other advisers before entering into any transaction.
There are a number of risks involved in this Token Sale, as well as the future development, maintenance and running of the AvantGarde Ratings and Tokens. Some of these risks are beyond the control of the Company. Each person participating in the Token Sale (“Purchaser”) should comprehend, consider and evaluate carefully the risks described below in addition to any other available information before participating in the Token Sale.
Participation in the Token Sale shall be taken as an action based upon careful and prudent analysis and evaluation, and will be deemed as the relevant Purchaser having been fully informed, advised and willing to bear all of the risks associated with it, including as set out in this memorandum.
A purchase of the Tokens is not an investment. There is no guarantee – indeed there is no reason to believe – that the Tokens you purchase will increase in value. They may – and probably will at some point – decrease in value. For a more complete description of the AvantGarde Ratings and the Tokens, please see AvantGarde Ratings whitepaper, available at https://www.avantgarderatings.com/Whitepaper.pdf, the contents of which are incorporated into this document by reference.
1) Risks Associated with Purchaser Credentials
Any third party that gains access to the Purchaser’s login credentials or private keys may be able to dispose of the Purchaser’s Tokens. To minimize this risk, the Purchaser should guard against unauthorized access to their electronic devices.
2) Risk of Unfavorable Regulatory Action in One or More Jurisdictions
Crypto-tokens have been the subject of scrutiny by various regulatory authorities and may be overseen by the legal and regulatory authorities of a number of jurisdictions globally. The functioning of the AvantGarde Ratings and the Tokens could be impacted by one or more regulatory inquiries or actions, including, but not limited to, restrictions on the use or possession of digital tokens like the Tokens, which could impede or limit the development of the AvantGarde Ratings. The Company may receive notices, queries, warnings, requests or rulings from one or more authorities upon short notice, or may even be ordered to suspend or terminate any action in connection with the Token Sale or the AvantGarde Ratings as a whole without prior notice. Furthermore, many aspects of AvantGarde Ratings also involve untested areas of law and regulation, and could be subject to new laws or regulation, so their legal and regulatory outcome in all relevant jurisdictions is not possible to predict. The planning, development, marketing, promotion, execution or otherwise of the Company or the Token Sale may be seriously affected, hindered, postponed or terminated as a result. Since regulatory policies can change with or without prior notice, any existing regulatory permissions for or tolerance of the Company, the AvantGarde Ratings and the Token Sale in any jurisdiction may be withdrawn without warning. The Tokens could be deemed from time to time as a virtual commodity, a digital asset or even as money, securities or currency in various jurisdictions and therefore could be prohibited from being sold, purchased, traded, distributed or held in certain jurisdictions pursuant to local regulations. In turn, the AvantGarde Ratings could be deemed to be a regulated or restricted product. There is no guarantee that the Company can maintain any particular legal or regulatory status in any particular jurisdiction at any time.
3) Risk of Insufficient Interest in the AvantGarde Ratings
It is possible that the AvantGarde Ratings will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact the development of the AvantGarde Ratings and therefore the potential uses or value of the Tokens.
4) Risk that the AvantGarde Ratings, As Developed, Will Not Meet the Expectations of Purchaser
The AvantGarde Ratings is presently under development and its governance structure, fees, purpose, consensus mechanism, algorithm, code, infrastructure design and other technical specifications and parameters may undergo significant changes without notice. Any expectations regarding the form and functionality of Tokens or the AvantGarde Ratings held by the Purchaser may not be met, for any number of reasons, including a change in the design and implementation plans and execution of the AvantGarde Ratings.
5) Risk of Theft and Hacking
Hackers or other groups or organizations may attempt to interfere with the AvantGarde Ratings or the availability of the Tokens in any number of ways, including, without limitation, denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Additionally, there may be attempts to steal the Token Sale proceeds. Such theft or attempted theft may impact the ability of the Company to fund the development or maintenance of the AvantGarde Ratings. While the Company will endeavor to adopt industry best practices to keep the Token Sale proceeds safe (including, but not limited to, the use of cold storage and multisignature authentications), successful cyber thefts may still occur.
6) Risk of Flaw in Source Codes
While the Company adopts quality assurance procedures to help ensure the source codes reflect as accurately as possible their intended operation, the flawlessness of the source codes cannot be guaranteed. They may contain bugs, defects, inconsistencies, flaws or errors, which may disable some functionality, create vulnerabilities or cause instability. Such flaws may compromise the predictability, usability, stability, and/or security of the AvantGarde Ratings. Open source codes rely on transparency to promote community-sourced identification and solution of problems within the code.
7) Risk of Unpermissioned, Decentralized and Autonomous Ledger
The AvantGarde Ratings is being developed in connection with various distributed ledger systems including, but not limited to, Ethereum, which are unpermissioned protocols that could be accessed and used by anyone. The utility and integrity of the AvantGarde Ratings relies on the stability, security and popularity of these decentralized ledgers. The AvantGarde Ratings is envisaged to be an open, decentralized community and its composition can include users, supporters, developers, Token holders and other participants worldwide who may or may not be connected with the Company in any manner.
8) Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography
Cryptography is evolving and there can be no guarantee of security at all times. Advancement in cryptography technologies and techniques, including, but not limited to, code cracking, the development of artificial intelligence and/or quantum computers, could be identified as risks to all cryptography-based systems, including AvantGarde Ratings. When such technologies and/or techniques are applied to AvantGarde Ratings, adverse outcomes such as theft, loss, disappearance, destruction, devaluation or other compromises result. The security of the AvantGarde Ratings cannot be guaranteed as the future of cryptography or security innovations is unpredictable.
9) Risk of Token Mining Attacks
As with other decentralized blockchains, the blockchain used for the AvantGarde Ratings is susceptible to mining attacks, including, but not limited to, double-spend attacks, majority mining power attacks, “selfish-mining” attacks and race condition attacks. Any successful attacks present a risk to the AvantGarde Ratings. Despite the efforts of the AvantGarde Ratings team, the risk of known or novel mining attacks exists.
10) Risk of Abandonment or Failure
Due to the technically complex nature of the AvantGarde Ratings, the Company or those contributing to the AvantGarde Ratings software development effort could face difficulties from time to time that may be unforeseeable and/or unresolvable. Accordingly, the development of the AvantGarde Ratings could fail, terminate or be delayed at any time for any reason, including due to lack of funds. Development failure or termination may render the Tokens untransferable, of reduced or no utility, and/or obsolete.
11) Risk of Lack of Adoption or Use of the AvantGarde Ratings
The utility of the Tokens is dependent on the popularity of the AvantGarde Ratings. While the Tokens should not be viewed as an investment, they may have value over time. An absence of active users or low level of utilization may negatively affect the long-term development and future of the AvantGarde Ratings, and reduce or obviate the utility of the Tokens.
12) Risk of an Illiquid Market
After the Token Launch, the Company is not responsible for and has limited control over the subsequent circulation and trading of the Tokens. The Token is not money, legal tender or currency, fiat or otherwise, issued by any individual, entity, central bank or national, supranational or quasi-national organization, nor is it backed by any type or quantity of assets, property or credits, nor does it represent any entitlement to any distributions of profits, dividends, or any other returns or payments of any kind. There is no obligation of the Company nor anyone else to redeem, repurchase or acquire any Tokens from any Token holder. There is no guarantee or assurance that there will be a market or marketplace where holders may readily trade Tokens.
13) Risk of Price Volatility
Many cryptographic tokens have volatile prices. Large fluctuations in price over short timeframes occur frequently. Such fluctuations could result from market dynamics (including, but not limited to, speculation), regulatory changes, technical advancements, exchange availabilities and other factors that impact the equilibrium between token supply and demand.
14) Risk of Exposure to Cryptographic Tokens
After the completion of this Token Sale, the Company expects that a certain portion of the proceeds will be held in cryptographic tokens. The Company expects to convert an appropriate proportion of cryptographic tokens received into fiat currencies at the sole discretion of the directors of the Company. For the avoidance of doubt, no Token holder has any right, title or interest in any such cryptographic tokens.
15) Risk of Potential Concentrated Ownership of Tokens
Immediately after the completion of the Toke Sale, a number of individuals may directly or indirectly hold significant portions of the total available Tokens. These Token holders may have significant influence over the Company, including its operational decisions. These significant Token holders may, acting alone or in concert, not necessarily make decisions that are in the best interests of the other Token holders or of the AvantGarde Ratings community as a whole.
16) Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, funds held using a blockchain network are generally uninsured. In the event of loss or loss of value, there is no public insurer, such as the FDIC or private insurer, to offer recourse to the Purchaser.
17) Risk of Privacy and Data Retention Issues
As part of the Token Sale and the subsequent verification processes, the Company may collect personal information from Purchasers. The collection of such information is subject to applicable laws and regulations. All information collected will be used for purposes of Token Sale and community management for the AvantGarde Ratings and may be transferred to contractor, service providers and consultants worldwide as appointed by the Company. Apart from external compromises, the Company and its appointed entities may also suffer from internal security breach whereby their employees may misappropriate, misplace or lose personal information of Purchasers. The Company may be required to expend significant financial resources to alleviate problems caused by any breaches or losses, settle fines and resolve inquiries from regulatory or government authorities. Any information breaches or losses will also damage the Company reputation and thereby may harm its long term prospects.
18) Risk of Malfunction in the AvantGarde Ratings
It is possible that the AvantGarde Ratings malfunctions in an unfavorable way, including, but not limited to, one that results in the loss of Tokens, or information concerning a market.
19) Risk Relating to Use of the Internet or Other Electronic Medium
Without limiting the foregoing risks, any communication or transaction via or information (including document) transmitted via the internet or other electronic medium involves risks and by participating in the Token Sale or utilizing the AvantGarde Ratings, you acknowledge that you understand and accept the following risks:
- We and/or third parties may use such authentication technologies as we deem appropriate. No authentication, verification or computer security technology is completely secure or safe. You agree to bear all risks of unauthorized access/use, hacking or identity theft.
- The internet or other electronic media (including, without limitation, electronic devices, services of third party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are an inherently unreliable form of communication.
- Any information (including any document) transmitted, or communication or transactions made, over the internet or through other electronic media (including electronic devices, services of third party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed transmission due to data volume, internet traffic, market volatility or incorrect data transmission (including incorrect price quotation) or stoppage of price data feed due to the public nature of the internet or other electronic media.
- As a result of such unreliability:
- there may be time-lags, delays, failures or loss of data or loss of confidentiality in the transmission of data and receipt of communications; and
- while the Company may believe certain data to be reliable, there may be no independent basis for it to verify or contradict the accuracy or completeness of data.
- This is not an exhaustive list of all of the consequences arising from such unreliability.
- Purchasers are solely responsible for preventing anything which may be harmful to any equipment that they use in connection with the Tokens or the AvantGarde Ratings (including any computer virus, malicious program or harmful component) from affecting any such equipment, regardless of whether it originated in connection with the Tokens or the AvantGarde Ratings.
20) Tax Risk Relating to Participation in the Token Sale
The taxability of cryptographic tokens is an evolving area of law, is subject to change, and may vary amongst jurisdictions. In some instances, there may be little or no formal regulatory guidance. Participation in the Token Sale may have tax reporting implications and liabilities for Purchasers, and such liabilities and obligations shall be borne by the Purchasers alone. Purchasers are advised to consult their tax advisors prior to participating in the Token Sale.
21) Unanticipated Risks
Applied cryptography and blockchain technology are new and untested. In addition to the risks set forth here, there are risks that the AvantGarde Ratings team cannot anticipate. Risks may further materialize as unanticipated combinations or variations of the risks set forth here.