INCOREUM GLOBAL, LLC UTILITY TOKEN PRE-SALE TERMS AND CONDITIONS
The following Terms and Conditions ("Terms"), together with the Agreement (as defined below), govern your ("you" or the "Purchaser") purchase of the right to receive cryptographic ICR Gold use tokens ("ICR" or "Tokens") from Incoreum Global, LLC, a limited liability company organized under the laws of Utah, USA ("Incoreum" or the "Company"). Each of you and the Company is a "Party" and, together, the "Parties" to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction or any investment product. This document describes the ICR token Pre-Sale and is a material part of, and has been or will be incorporated into, a Utility Token Pre-Sale Agreement (the "Agreement") agreement to be entered into between you and the Company upon finalization of a purchase transaction between you and the Company. Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE ICR FROM THE COMPANY. BY PURCHASING ICR FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT firstname.lastname@example.org.
By purchasing ICR, and to the extent permitted by law, you agree not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Incoreum Team") liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of ICR, including losses associated with the terms set forth below.
DO NOT PURCHASE ICR IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING ICR, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE ICR.
PURCHASES OF ICR SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF ICR DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH, OR ICR RESULTING FROM ACTIONS TAKEN OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE ICR OR PARTICIPATE IN THE SALE OF ICR. YOUR PARTICIPATION IN THE ICR SALE IS DEEMED TO BE YOUR REPRESENTATION AND WARRANTY THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
THE PURCHASER AGREES TO BUY, AND THE COMPANY AGREES TO SELL, THE ICR TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. CONDITIONS TO ICR TOKEN SALE
YOU MAY NOT ACQUIRE ANY ICR TOKENS IF YOU ARE A CITIZEN OF CHINA OR SOUTH KOREA.
When you purchase, or otherwise receive, a ICR token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that you understand and agree to each of the following statements, which are a true and accurate reflection of the basis on which you are acquiring the ICR tokens:
(a) neither the Company nor any of the Incoreum Team has provided you with any advice regarding these Terms, the Agreement, the Rights purchased thereby and whether ICR is a suitable product for you;
(b) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
(c) you are legally permitted to receive and hold and make use of ICR in your and any other relevant jurisdiction;
(d) you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of the Rights and to allocate ICR to you upon a Token Generation Event;
(e) you have not supplied us with information relating to your acquisition of ICR or otherwise which is inaccurate or misleading;
(f) you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
(g) you will notify us promptly of any change to the information supplied by you to us;
(h) you are at least 18 years old and are of a sufficient age to enter into the Agreement and legally obtain ICR in your jurisdiction of residency, and you are not aware of any other legal reason to prevent you from obtaining ICR;
(i) you take sole responsibility for any restrictions and risks associated with receiving and holding the Rights or ICR , including but not limited to these set out in Annex A;
(j) by acquiring the Rights (or receiving ICR upon a Token Generation Event), you are not making a regulated investment, as that term may be interpreted by the regulator in your jurisdiction, or indeed any investment of any kind, but rather pre-purchasing ICR that would ultimately give you use rights and licenses in the proposed Incoreum Platform, which has not yet been built;
(k) you are not obtaining the Rights or ICR for any illegal purpose, and will not use ICR for any illegal purpose;
(l) you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of ICR;
(m) your acquisition of Rights and ICR does not involve your purchase or receipt of membership interests, shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
(n) to the extent permitted by law, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of the Incoreum Platform, ICR and/or the Ethereum Network or any other blockchain or cryptographic technology or network;
(o) you accept that ICR will be created, if at all, and you will obtain ICR on an "as is" and "under development" basis. Therefore, you accept that the Company is providing ICR without being able to provide any warranties in relation to ICR, including, but not limited to, title, merchantability or fitness for a particular purpose;
(p) you understand that the Rights and ICR are not intended to have any value independent of their uses and utility in connection with the Incoreum Platform and you accept that you bear sole responsibility for (i) determining if the acquisition, use or ownership of the Rights or ICR is right for you, (ii) the potential loss, diminution or depreciation of the Purchase Amount , (ii) the sale and purchase of ICR; and/or (iv) any other action or transaction related to ICR has tax implications;
(q) you understand that the Incoreum Platform is under development and that, as ultimately developed, it may not provide all or any of the functions or utilities discussed in the White Paper or otherwise expected by you or the market generally;
(r) following consummation of a purchase transaction, the Company intends to immediately convert cryptographic currencies (ETH, BTC, etc.) used for purchase into fiat currencies, since fiat is still the only way the Company can fund its operations. Accordingly, in the event of any Dissolution Event (as defined in the Agreement) and associated return of funds, if any, the Company shall have discretion as to what form funds are returned in, whether fiat or the cryptocurrency used for the purchase transaction;
(s) you acknowledge and agree that no member of the Incoreum Team, nor any other individual, makes any guarantee or representation, or is involved in the transactions contemplated here, and that your transaction is solely with the Company as a corporate entity;.
2. OVERVIEW OF ICR SALE
ICR will be required for access to, and utilization of, the Incoreum Platform, as it may be built out. The Incoreum Platform has not yet been built and its final features, while intended to be generally similar to those described in the White Paper and elsewhere on the Website (https://incoreum.com), will depend on market and technological requirements as determined over time.
The maximum total amount of ICR tokens that can be issued is capped at 1 billion tokens; ICR Gold tokens will only be available for purchase during the Pre-Sale and will have use rights as set out on the Website. Purchases of ICR are non-refundable.
Purchasers in the Incoreum token Pre-Sale will be allocated their ICR tokens in connection with a Token Generation Event in exchange for ETH at rates agreed to by the Purchaser and the Company.
Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any ICR purchased from the Company.
3. TIMING OF ICR TOKEN PRESALE
The ICR Pre-Sale begins in January 2018 and is intended to run for approximately 45 days. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website (https://incoreum.com) or other unforeseen security or procedural issues.
4. AFTER THE ICR TOKEN SALE
Purchasers should have no expectation of influence over governance of the Company.
5. ALL PURCHASES OF ICR ARE FINAL
ALL PURCHASES OF ICR ARE FINAL. PURCHASES OF ICR ARE NON-REFUNDABLE. BY PURCHASING ICR, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF THE INCOREUM TEAM ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
6. TAXATION OF ICR AND TAXATION RELATED TO THE PRE-SALE
The Purchaser bears the sole responsibility to determine if the purchase of ICR with any cryptocurrency or fiat currency, or the potential appreciation or depreciation in the value of ICR over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing ICR, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of ICR.
7. FORCE MAJEURE
The Incoreum Team is not liable for failure to perform solely caused by:
or any similar unforeseen event that renders performance commercially implausible.
If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
8. DISCLAIMER OF WARRANTIES
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING ICR (OR PER THE AGREEMENT, TO-BE-ISSUED ICR) AT THE PURCHASER’S SOLE RISK AND THAT ICR IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF THE INCOREUM TEAM WARRANTS THAT THE PROCESS FOR PURCHASING ICR WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY DOES NOT AND CANNOT GUARANTEE THAT THE PRICE OF ICR WILL BE HIGHER IN THE FUTURE THAN IT IS DURING THE PRE-SALE, NOR THAT ICR TOKENS WILL RETAIN VALUE.
9. LIMITATIONS; WAIVER OF LIABILITY
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, ICR OR (ii) THE INCOREUM TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE INCOREUM TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, ICR, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO ICR. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE INCOREUM TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF ICR, AND THAT THE RISK OF PURCHASING AND USING ICR RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE INCOREUM TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAS PAID TO THE COMPANY FOR THE PURCHASE OF ICR. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE INCOREUM TEAM.
10. COMPLETE AGREEMENT
These Terms, together with the Agreement, set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of ICR. For facts relating to the sale and purchase contemplated hereby, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of ICR and supersede any public statements about the ICR token sale made by third parties or by the Incoreum Team or individuals associated with any of the Incoreum Team, past and present and during the ICR token sale.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
12. NO WAIVER
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company's failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Incoreum Team shall be deemed a modification of these Terms nor be legally binding.
13. UPDATES TO THE TERMS
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during or after the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing ICR. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
14. COOPERATION WITH LEGAL AUTHORITIES
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Incoreum Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (i) your purchase or use of ICR; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold ICR purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not and cannot be responsible for any losses, costs or expenses relating to lost access credentials.
Only English versions of any Company communications are considered official. The English version shall prevail in case of differences in translation.
By purchasing, owning, and using ICR , you expressly acknowledge and assume the following risks:
YOU RISK LOSING ACCESS TO ICR DUE TO LOSS OF PRIVATE KEY(S), CUSTODIAL ERROR OR PURCHASER ERROR
A private key, or a combination of private keys, is necessary to control and dispose of ICR stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing ICR will result in loss of such ICR. 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 ICR. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store ICR in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your ICR. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving ICR, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens. As with most cryptographic tokens, the Company does not and cannot backstop or fix loss of tokens.
Furthermore, ICR and the Incoreum Platform may malfunction or function in an unexpected or unintended manner. This may be caused by ICR itself, the Ethereum protocol, other networks, or a number of other causes, some of which are unforeseeable. Any malfunction or unintended function could result in the complete loss of ICR.
RISKS ASSOCIATED WITH THE ETHEREUM PROTOCOL
Because ICR and the Incoreum Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Incoreum Platform or ICR. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the ICR and the Incoreum Platform, including the utility of the ICR for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
RISK OF MINING ATTACKS
As with other decentralized cryptographic tokens based on the Ethereum protocol, ICR are susceptible to attacks by miners in the course of validating ICR transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Incoreum Platform and ICR, including, but not limited to, accurate execution and recording of transactions involving ICR.
RISK OF HACKING AND SECURITY WEAKNESSES
Hackers or other malicious groups or organizations may attempt to interfere with the Incoreum Platform or ICR 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 Incoreum Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Incoreum Platform, which could negatively affect the Incoreum Platform and ICR, including the utility of ICR for obtaining Company services.
ICR HAS NO VALUE OTHER THAN AS A USE TOKEN ON THE INCOREUM PLATFORM; RISKS ASSOCIATED WITH ANY FUTURE MARKETS FOR ICR
ICR has no value other than as a utility token that allows its holder to access the Incoreum Platform and the services provided on such Platform. The Rights have no value other than as a right to receive ICR. Neither the Rights nor ICR should be treated as an investment (and are not being offered or sold as such). None of the Company, the Incoreum Team or any person acting on its or their behalf have authorized, nor do any such persons intend to support, any secondary trading market for the Rights or ICR.
Notwithstanding this, to the extent secondary trading of Tokens is ultimately facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to ICR(e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
RISK OF UNINSURED LOSSES
Unlike bank accounts or accounts at some other financial institutions, ICR are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company to offer recourse to you.
RISKS ASSOCIATED WITH UNCERTAIN REGULATIONS AND ENFORCEMENT ACTIONS
The regulatory status of ICR, the Incoreum Platform 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 Incoreum Platform and ICR. 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 Incoreum Platform and ICR. Regulatory actions could negatively impact the Incoreum Platform and ICR in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of ICR constitutes unlawful activity or that ICR are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
RISKS ARISING FROM TAXATION
The tax characterization of ICR is uncertain. You must seek your own tax advice in connection with purchasing ICR, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
RISK OF COMPETING PLATFORMS
It is possible that alternative platforms could be established, potentially utilizing the same open source code and protocol underlying the Incoreum Platform. Such alternative platforms may attempt to facilitate services that are materially similar to the services proposed to be offered on the Incoreum Platform and may undercut the short- or long-term viability of the Incoreum Platform.
RISKS ARISING FROM LACK OF GOVERNANCE RIGHTS
Because ICR are not securities and, in particular, confer no governance rights of any kind with respect to the Incoreum Platform or the Company, all decisions involving the Company's products or services within the Incoreum Platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the Incoreum Platform and the utility of any ICR you own, including their utility for use on the Incoreum Platform.
A LACK OF A CENTRAL REGULATORY AUTHORITY AND STRUCTURE AND THE GLOBAL NATURE OF DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGIES LIMIT LEGAL REMEDIES AND RECOURSES.
Because there is a lack of a central regulatory authority and structure and due to the global nature of digital assets and blockchain technologies, you may have no legal remedies or recourse against the Company, other users, holders, purchasers or sellers of ICR, and any other person or entity that may interfere with the Company, the Incoreum Platform ICR, or your digital wallet
THE RIGHTS MAY NOT BE TRANSFERRED.
The Agreement prohibits transfer of the Rights. As a result, you will be required to hold the Rights until the earlier of a Token Generation Event or termination of the Agreement pursuant to the provisions thereof. Consequently, you must be prepared to bear the risk of purchasing the Rights for an indefinite period of time.
THE INCOREUM PLATFORM, WHEN DEVELOPED, MAY NOT MEET YOUR EXPECTATIONS.
The Incoreum Platform is currently under development and may undergo significant changes before release. Your expectations and market expectations regarding the form and functionality of the Incoreum Platform and ICR may not be met upon the deployment, if at all.
THE COMPANY MAY BE REQUIRED TO DISCLOSE INFORMATION ABOUT INCOREUM PLATFORM USERS AND ICR HOLDERS.
The Company or the Incoreum Platform may be required by law, subpoena, or court order to disclose personal information received from holders of Rights or ICR to law enforcement, government officials, and other third parties. The Company and the Incoreum Platform intend to comply with any such request for information and any such disclosure could have an adverse effect on the reputation or valuation of the Incoreum Platform.
YOU ARE SUBJECT TO ANY RISK OF FLUCTUATION OF THE VALUE OF ETH BETWEEN THE DATE YOU PAY THE PURCHASE AMOUNT TO THE COMPANY AND THE DATE (IF ANY) ON WHICH THE COMPANY EXERCISES ITS RESCISSION RIGHT.
The Agreement grants the Company a Rescission Right that may be exercised in certain circumstances (as further described therein). Because the Company may exercise its Rescission Right by payment of an amount of ETH equal to the lesser of (x) the amount of ETH that may be obtained by the Company at the time of exercise of the Rescission Right using the USD equivalent of the Purchase Amount (calculated using the ETH to USD exchange rate in effect on the date of payment to the Company's presale wallet address, as published on any ETH to USD exchange determined by the Company to be reputable) and (y) the Payment Amount, you will be subject to risks of any fluctuation in the ETH to USD exchange rate between the date on which you deposit the Payment Amount into the Company's wallet and the date (if any) on which the Company exercising its Rescission Right.
OTHER UNANTICIPATED RISKS
Cryptographic tokens such as ICR are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of ICR, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
Cryptocurrency and blockchain technology are in their infancy and subject to constant, severe fluctuations in value as measured against fiat currencies. The Company cannot control these fluctuations and you have sole responsibility for any losses due to volatility for crypto funds (ether) that you may pay to the Company.
Incoreum Global, LLC, a limited liability company organized under the laws of Utah, USA ("We") are committed to protecting and respecting your privacy.
INFORMATION WE COLLECT FROM YOU
We will collect and process the following data about you:
Information you give us
This is information about you that you give us by filling in forms on the Website (https://incoreum.com) or by corresponding with us by phone, e-mail or otherwise. The information you give us may include your name, address, e-mail address and phone number, financial and credit card information, personal description and photograph.
Information we collect about you
With regard to each of your visits to our site we will automatically collect the following information:
Technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
information about your visit, including the full Uniform Resource Locators (URL), clickstream to, through and from our site (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), methods used to browse away from the page, and any phone number used to call our customer service number.
Information we receive from other sources
We are working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) who may provide us information about you.
USES MADE OF THE INFORMATION
We use information held about you in the following ways:
Information you give to us
We will use this information:
to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services that you request from us;
to comply with applicable laws and legislation;
to provide you with information about other goods and services we offer that are similar to those that you have already purchased or enquired about;
to notify you about changes to our service; and
to ensure that content from our site is presented in the most effective manner for you and for your computer.
Information we collect about you
We will use this information:
to administer our site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes;
to comply with applicable laws and legislation;
to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
to allow you to participate in interactive features of our service, when you choose to do so;
as part of our efforts to keep our site safe and secure;
to measure or understand the effectiveness of advertising we serve to you and others, and to deliver relevant advertising to you; and
to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.
Information we receive from other sources
We will combine this information with information you give to us and information we collect about you. We will use this information and the combined information for the purposes set out above (depending on the types of information we receive).
DISCLOSURE OF YOUR INFORMATION
You agree that we have the right to share your personal information with:
Any member of our group, which means 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 ("Incoreum Team").
Selected third parties including business partners, suppliers, and sub-contractors for the performance of any contract we enter into with them or you;
We will disclose your personal information to third parties:
In the event that we sell or buy any business or assets, in which case we will disclose your personal data to the prospective seller or buyer of such business or assets.
If Incoreum or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
Unfortunately, the transmission of information via the internet, and holding information in any form, are not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
You have the right to ask us not to process your personal data for marketing purposes. You can also exercise the right at any time by contacting us at email@example.com.
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
ICR SALE APPLICATION
By participating in the Incoreum Pre-Sale, you agree as follows:
I will keep confidential and will not disclose to third parties (other than my tax or other financial advisors under like conditions of confidentiality) any and all information regarding Incoreum Global, LLC, a limited liability company organized under the laws of Utah, USA ("Incoreum") or any company affiliated therewith ("Affiliate")
Authorization and Indemnification
I hereby authorize and instruct each of Incoreum and its Affiliates to accept and execute any instructions given in relation to any ICR acquired by me. I agree to keep each of them indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon such instructions and they may each rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
To the fullest extent permitted by applicable law, you hereby indemnify and hold harmless each of Incoreum and its Affiliates against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon instructions given in relation to any ICR token purchased by me.
I indemnify and hold harmless Incoreum and its Affiliates and their respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the Indemnified Parties) from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, or covenant set forth in my application to participate in a sale ("Application") or in any other document or information I deliver to Incoreum and its Affiliates, or from my assertion of my proper authorization to act.
I indemnify and hold harmless Incoreum and its Affiliates and each of their agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents (each a FATCA Indemnified Party) and hold them harmless from and against any withholding and any FATCA (or other withholding or information reporting) related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which a FATCA Indemnified Party may suffer or incur as a result of any action or inaction on my part (or on the part of any person related to me). This indemnification shall survive my death or the disposition of my ICR token(s).
I indemnify and hold harmless Incoreum and its Affiliates, and each of their owners, employees, contractors, managers, and officers against any loss arising as a result of a delay or failure to process this application or a redemption request if I have failed to provide such evidence as is required by such parties to satisfy applicable anti-money laundering rules.
I understand, acknowledge and agree that:
any Indemnified Party, FATCA Indemnified Party or other identifiable person who is not a party to this Application may enforce any rights granted to it pursuant to this Application in its own right as if it was a party to this Application. Except as expressly provided in the foregoing sentence, a person who is not a party to this Application shall not have any rights to enforce any term of any Application or the Agreement or these Terms.
Notwithstanding any term hereof, the consent of or notice to any person who is not a party hereto shall not be required for any termination, rescission, variation, waiver, assignment, novation, release or settlement hereunder at any time;
Incoreum and its Affiliates may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given; and
Incoreum and its Affiliates will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.
I understand, acknowledge and agree as follows:
I have received and reviewed the Terms and have taken appropriate legal and tax advice with respect to the same.
I understand that ICR tokens do not represent nor do they entitle the holder, in any way whatever, to a:
Cash Value Insurance Contract;
Annuity Contract; or
Equity and/or Debt Interest in Incoreum.
Terms of Tokens
ICR tokens are held subject to the terms and conditions of the SAFT and its Terms.
No certificate will be issued to in relation to my ICR tokens and my personal ICR token holding will not be reflected, recognized or recorded in any account or ledger maintained by Incoreum.
I understand that, prior to any purchase of ICR tokens, I must pay cash or Digital Currency ("Contributed Amount") to Incoreum in accordance with the Terms to the cryptocurrency address indicated by Incoreum.
Upon acceptance of my request to buy ICR tokens, the Contributed Amount will be converted for ICR tokens in accordance with the Agreement.
Incoreum (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser and to confirm the AML status of any redeeming ICR token holder. Incoreum shall not accept or repay any Contributed Amount and/or application for ICR tokens until all information required for verification purposes has been provided.
Incoreum prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets Control  ("OFAC"), as such list may be amended from time to time; (iii) for a senior foreign political figure , any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political, unless Incoreum, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank  (such persons or entities in (i) - (iv) are collectively referred to as "Prohibited Persons").
Tax Information Exchange Obligations
I acknowledge that Incoreum may be subject to certain obligations (the "Tax Information Exchange Obligations") to gather and disclose to the competent authorities information relating to purchasers of ICR tokens under: (i) the United States Foreign Account Tax Compliance Act provisions, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental agreement between the U.S., the U.K. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the United States that give effect to the foregoing.
I shall execute properly and provide to Incoreum in a timely manner any documentation or other information that Incoreum or its agents may request in writing from time to time in connection with the Tax Information Obligations. I waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit Incoreum’s compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by Incoreum and its agents of the provided information or documentation to applicable regulatory authorities. Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by Incoreum or its agents in connection with the Tax Information Exchange Obligations.
If I provide information and/or documentation that is in anyway misleading, or I fail to provide Incoreum or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by Incoreum, or a risk of Incoreum or its token holders being subject to withholding tax or other penalties), Incoreum reserves the right:
to take any action and/or pursue all remedies at Incoreum’s disposal including, without limitation, termination of any agreements in full or in part; and
to hold back from any termination proceeds, any liabilities, costs, expenses or taxes arising (directly or indirectly) from such action or inaction.
Further, I shall have no claim against Incoreum or its Affiliates, or either of their agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of Incoreum or its Affiliates in order to comply with the Tax Information Exchange Obligations.
Electronic Delivery of Reports and Other Communications
I accept that electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. Incoreum and Affiliate make no warranties in relation to these matters. Each of Incoreum and Affiliate reserve the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If I have any doubts about the authenticity of an electronic communication purportedly sent by Incoreum or Affiliate I am required to contact the purported sender immediately. Incoreum’s acceptance of my ICR token purchase is not conditioned on my giving consent to electronic delivery of Incoreum related information. If I do not have reliable access to the internet or e-mail, I shall not acquire Tokens. I shall not be entitled to receive any information from Incoreum in paper format.
Representations and Warranties
In consideration of Incoreum’s acceptance of my offer to purchase ICR tokens and recognizing its reliance thereon, I agree, represent, and warrant to Incoreum that:
1. I am fully in compliance with the Token Sale Terms.
2. I am acquiring the ICR tokens solely for my own account and not as nominee or custodian for another person or entity.
3. I am not:
a citizen or resident of China or South Korea acquiring ICR tokens as nominee or custodian for another person or entity; or acting on behalf of a trust which has any beneficiaries or trustees that would be prohibited in participating herein if they did so directly.
4. I did not acquire and will not transfer any ICR tokens within South Korea or China or their territories or possessions (hereinafter collectively referred to as the "Restricted Territory").
5. I did not engage (except as specifically authorized by Incoreum) and will not engage in any activity relating to the sale of ICR tokens in the Restricted Territory.
6. I am responsible for the decision to acquire ICR tokens and I have legal competence and capacity to execute this Application.
7. I have the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring ICR token, I am aware of the risks inherent in acquiring and the method by which the assets of Incoreum are held and/or traded and I can bear the risk of loss of my entire token acquisition.
8. I am qualified and authorized to make such acquisition decision and, to the extent deemed necessary, I have consulted my own advisors and legal counsel regarding acquisition of ICR tokens. In making the decision to acquire ICR tokens, I have not relied on any advice or recommendation from Incoreum, Affiliate nor any placement agent associated with Incoreum, or any of their affiliates.
9. To the extent that I am acting on behalf of an entity, I have the full power and authority under such entity’s governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire ICR tokens.
10. This Application constitutes a valid and binding Application and is enforceable against me in accordance with its terms.
12. (i) I am not, nor is any person or entity controlling, controlled by or under common control with me, a Prohibited Person, (ii) the funds paid for ICR tokens on my own behalf of any of my beneficial owner(s) , were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations and (iii) to the extent I have any beneficial owners, (A) I have carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, the I reasonably believe that no such beneficial owners are Prohibited Persons, (C) I hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of my complete redemption from Incoreum, and (D) I will make available such information and any additional information that Incoreum may require upon request in accordance with applicable regulations. If any of the representations, warranties or covenants in this section cease to be true or if Incoreum no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, Incoreum may, in accordance with applicable regulations, be obligated to freeze my token rights, either by prohibiting additional acquisition, declining or suspending any redemption requests, and Incoreum may also be required to report such action and to disclose my identity to OFAC or other authority. In the event that Incoreum is required to take any of the foregoing actions, I understand and agree that it shall have no claim against Incoreum and its respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions.
13. Having reviewed the Terms, I hereby agree with Incoreum, subject to Incoreum’s provisional acceptance, to acquire for as many of the ICR tokens as agreed upon in the Agreement.
 Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure's parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
 Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.
 Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) owners of a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its beneficial owners.
BY PURCHASING ANY DURING THE COMPANY'S PRESALE, THE PURCHASER AGREES THAT THE TERMS AND PROVISIONS OF THIS AGREEMENT (TOGETHER WITH ANY RELATED PROVISIONS, SUCH AS THE TERMS AND CONDITIONS AND FORM SUBMISSION DISCUSSED BELOW) SHALL GOVERN SUCH PURCHASE.
THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS AND FORM SUBMISSION (AS DEFINED HEREIN). SUCH TERMS AND CONDITIONS AND FORM SUBMISSION ARE INCORPORATED HEREIN BY REFERENCE AND FORM AN INTEGRAL PART OF THIS AGREEMENT.
ICR GOLD, AN ANTICIPATED PRODUCT OF INCOREUM GLOBAL, LLC
UTILITY TOKEN PRE-SALE AGREEMENT
THIS UTILITY TOKEN PRE-SALE AGREEMENT (this "Agreement") CERTIFIES THAT, in exchange for the payment by the undersigned purchaser (the "Purchaser") of the ETH contributed by Purchaser (such ETH, the "Purchase Amount") to Incoreum Global, LLC, a limited liability company organized under the laws of Utah, USA (the "Company") during a presale held from January 19, 2018 to March 5, 2018, and upon the approval of Purchaser by the compliance review/whitelist process of Company as set forth herein, the Company issues to the Purchaser the right (the "Rights") to receive certain units of ICR Gold (or if separately agreed to between the parties, standard ICR), a utility token that is anticipated to allow holders access to the Incoreum Platform (any such ICR Gold or ICR, the "Tokens"), in such numbers as set forth by the calculations herein and subject to the terms set forth below.
The wallet address of Purchaser that issued Tokens will be sent to is the wallet address provided by Purchaser to the Company in the Form Submission, as such wallet address may be amended by agreement between the parties.
The Incoreum Global Ethereum wallet address that Purchaser must send its payment of ETH to is: 0x772aEEbFe31272C3B9c5F1E38f761424D8Ae09Ed. Before sending payment, Purchaser should confirm that this address matches the one on the Incoreum Global website at https://incoreum.com/token-pre-sale/.
To finalize the purchase of the Rights contemplated hereby, the Purchaser must 1. pay the Purchase Amount to the Company's presale wallet address, which is set forth above, from the wallet address that Purchaser provided to the Company during the whitelisting process. (Note that the Company's wallet address is an Ethereum wallet which can only receive ETH tokens. Any other tokens or cryptocurrencies will be irretrievably lost if sent to this wallet. The Company is not liable for any such mistake by Purchaser.) Purchaser must also 2. provide all information requested by the Company for its KYC and AML processes and to comply with all other regulatory requirements, and be approved by Company following Company's review thereof, as set forth herein.
Once payment of the Payment Amount has been made, Purchaser should send the confirmation ID number for such ETH payment to the Company via email at firstname.lastname@example.org, together with Purchaser's name, to ensure that Purchaser's payment is correctly applied to Purchaser.
(a) Token Generation Event. If there is a Token Generation Event before the expiration or termination of this Agreement, the Company will issue to the Purchaser the number of Tokens as reasonably calculated by the Company pursuant to the provisions herein, provided that the Purchaser has (i) complied with all requirements in the "Purchaser Requirements" section above, (ii) provided to the Company a network address (via Form Submission or otherwise) for which to allocate Purchaser’s Tokens upon a Token Generation Event, and (iii) (if required) provided or verified any additional information in respect of the Purchaser (or his, her or its affiliates) requested by the Company to enable it to comply with applicable law or regulation. For clarity, and notwithstanding anything to the contrary herein, to the extent the Company is required by applicable law or regulation to obtain, verify and record additional information in respect of the Purchaser (or his, her, or its affiliates) prior to issuance of Tokens, Purchaser must provide such information before he, she, or it can receive Tokens. Failure to provide such information may result in Purchaser not being able to participate in a Token Generation Event, in which case, the Company would likely exercise its Rescission Right under this Agreement (as further described below). If Tokens are issued pursuant to the provisions of this Agreement, then Purchaser shall be entitled to 20,000 Tokens for each 1 ETH actually contributed by Purchaser during the Pre-sale, which amount shall be increased for each bonus amount reasonably earned by Purchaser pursuant to with the calculations for the exact number of Tokens to be provided by Company to Purchaser, which may include early-purchase bonuses; referral bonuses; referred bonuses; volume bonuses; and/or evangelization bonuses, in accordance with the terms of such bonuses as set forth on the Company's website.
(b) Dissolution Event. If there is a Dissolution Event before this Agreement expires or terminates, the Company will pay an amount equal to the Purchase Amount multiplied by the Discount Rate (the "Discounted Purchase Amount"), due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. However, if immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Purchaser and all other purchasers party to other Future Token Purchase Agreements (the "Dissolving Purchasers"), as determined in good faith by the Company's board of managers, are insufficient to permit the payment to the Dissolving Purchasers of their respective Discounted Purchase Amounts, then the remaining assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Discounted Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(b). Purchaser acknowledges and agrees that the Purchase Amount once paid is intended to be used immediately by the Company for Company operations, and thus may not be available in whole or part for distribution in the event of any Dissolution Event. Any distributed amounts shall be paid as set forth in the Terms and Conditions (as defined below).
(c) Rescission Right. The parties acknowledge that legal and regulatory applications to the blockchain space are still in process, and that current or future regulatory or legal measures may require the Company to take actions affecting the transactions contemplated hereby. Among other such applications and measures, Purchaser's Purchase and the Rights contemplated hereby are subject in all respects to Company's receipt and approval of all "Know Your Customer" ("KYC") and "Anti-Money Laundering" ("AML") information required to be sent by Purchaser to Company. Consequently, if necessary or desirable for compliance with requirements of applicable law or any applicable governmental authority, or in the event that Company believes itself insecure with respect thereto, the Company shall have the right (the "Rescission Right") to terminate this Agreement for any reason, by payment to the wallet from which the Purchase Amount was received of an amount of ETH equal to the lesser of (x) the amount of ETH that may be obtained by the Company at the time of exercise of the Rescission Right using the USD equivalent of the Purchase Amount (calculated using the ETH to USD exchange rate in effect on the date of payment to the Company's presale wallet address, as published on any ETH to USD exchange determined by the Company to be reputable) and (y) the Purchase Amount of ETH.
(d) Termination. This Agreement will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b), or (iii) the Company's exercise of the Rescission Right.
2. Definitions. As used in this Agreement:
(a) "Discount Rate" means 70%.
(b) "Dissolution Event" means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company's creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
(c) "ETH" means ether, the value token of the Ethereum blockchain.
(d) "Form Submission" means the submission information in the form submitted by Purchaser on the Company's website, in connection with Purchaser's review of this Agreement, and which form submission includes, among other things, Purchaser's name, Purchaser's email and date of birth, the amount of ETH Purchaser intends to trade for Tokens, and other information. Form Submission shall also include the number of Tokens as reasonably determined by the Company, based on the principles herein, to be purchased by Purchaser in exchange for Purchaser's actual contribution of ETH, as well as the number of ETH actually contributed by Purchaser. In the event of any discrepancy between the amount of ETH Purchaser submitted in the form and the amount of ETH Purchaser actually submitted, the amount of ETH Purchaser actually submitted shall control.
(e) "Pre-Sale" means the sale of Rights contemplated by this Agreement and similar rights granted pursuant to each other Pre-Sale Agreement entered into during the time that the Company deems the Pre-Sale to be in effect.
(f) "Pre-Sale Agreement" means an agreement containing a future right to units of Tokens purchased by other purchasers, similar in form and content to this Agreement.
(g) "Incoreum Platform" means a blockchain-based computer network that enables blockchain-based issuance and trading of one or more types of financial instruments, as further described in the White Paper available on the Website.
(h) "Terms and Conditions" means the Company's standard Terms and Conditions for the Presale, provided to the Purchaser as part of the whitelist application and presale purchase process, and also available for review on the Website, as such Terms and Conditions may be updated from time to time. The parties acknowledge and agree that the Company shall have the right to amend, modify and update such Terms and Conditions by publication of such amendments, modifications and updates on the Website, and that the latest Terms and Conditions published on the Website shall be deemed incorporated herein (whether or not the Purchaser has been notified of such amendments, modifications or updates).
(i) "Token Generation Event" means a bona fide transaction or series of transactions, pursuant to which the Company will create and sell the Tokens to the general public in a publicized product launch.
(j) "USD" means the lawful currency of the United States of America.
(k) "Website" means https://incoreum.com.
3. Company Representations. The Company hereby represents and warrants to the Purchaser (as of the date this Agreement is executed by both parties) that:
(a) The Company is a limited liability company duly organized, validly existing and in good standing under the laws of Utah, USA, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted.
(b) The execution, delivery, and performance by the Company of this Agreement is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of formation or operating documents, , or (ii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The Company currently intends that a significant portion of the proceeds raised under this Agreement and the other Pre-Sale Agreements executed in connection with the Pre-Sale will be used to fund the Company's development of the Incoreum Platform.
4. Purchaser Representations. The Purchaser hereby represents and warrants to the Company (as of the date this Agreement is executed by both parties and on any Token Generation Event) as follows:
(a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligations of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights generally and general principles of equity. The Purchaser owns and controls the cryptocurrency it uses to purchase Tokens and the crypto wallets from which it sent its purchase consideration and to which Tokens will be sent.
(b) The Purchaser has been advised that the offers and sales of either the Rights or Tokens have not been registered under any country's securities laws and, to the extent it might be deemed by applicable legal authorities to constitute a security, cannot be resold except in compliance with the applicable jurisdiction's laws. The Purchaser acknowledges that securities laws with respect to cryptocurrencies, blockchain, and tokens such as Tokens are still evolving, and that these industries are extremely early stage, and that these facts constitute a substantial risk of participating or making any purchase or trade in this space. The Purchaser has consulted with his, her, or its own legal counsel and other professional advisors with respect to the terms hereof and the purchase of Rights hereunder, or has made an informed decision not to do so.
(c) The Purchaser is purchasing the Rights for its own account, not as a nominee or agent, and not with a view to or for resale in connection with the distribution thereof. The Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Rights nor, following a Token Generation Event, Tokens. The Purchaser is entering into this Agreement with the intention of using Tokens issued following a Token Generation Event purchased hereby to access the Incoreum Platform.
(d) The Purchaser has such knowledge and experience in financial and business matters, and particularly in the cryptocurrency industry, that the Purchaser is capable of evaluating the merits and risks of such purchase, is able to incur a complete loss of Purchaser's purchase without impairing the Purchaser's financial condition, and is able to bear the economic risk of such purchase for an indefinite period of time.
(e) Neither the Company nor any of its affiliates, members, or representatives is making any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, except as expressly set forth in this Agreement, and the Company hereby disclaims any such other representations and warranties.
(f) The Purchaser has read the Terms and Conditions in their entirety, makes each of the representations and warranties contained therein, understands and accepts the risks identified therein, and agrees to be bound thereby.
(g) The Purchaser is a sophisticated party and has made his, her, or its own independent investigation, review, and analysis regarding the Company, the Rights, the Token, this Agreement, and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Purchaser and any legal counsel, advisors, or experts they may have engaged for such purpose. The Purchaser acknowledges that, except as set forth in this Agreement, neither the Company nor any of its affiliates, members, or representatives is making, directly or indirectly, any representation or warranty with respect to the Company, the Token, this Agreement, and the transactions contemplated hereby.
(h) This Agreement (including the Terms and Conditions incorporated herein), constitutes the entire understanding and agreement between the parties, and supersedes any prior written agreements, arrangements, communications and understandings, and any prior or contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.
5. Terms and Conditions; Form Submission
The Terms and Conditions and Form Submission are incorporated herein by reference as if fully set forth herein. Purchaser hereby represents and warrants that he, she, or it has completely read and understands the Terms and Conditions and Form Submission and agrees to them and agrees that the Company has the right to amend, modify or update the Terms and Conditions from time to time (and that such amendments, modifications or updates shall be deemed incorporated by reference herein). Each provision set forth in the Terms and Conditions and Form Submission constitutes a material provision of this Agreement and will be given full force and effect. Any discrepancy between the provisions of the Terms and Conditions and this Agreement, or between the Form Submission and this Agreement, will be resolved in favor of the provisions of this Agreement.
(a) This Agreement, including the Terms and Conditions incorporated by reference herein, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them, including without limitation emails and any conflicting website provisions. This Agreement is one of a series of similar Pre-Sale Agreements entered into by the Company from time to time. Except as otherwise set forth herein, including in Section 5 above, any provision of this Agreement may be amended, waived or modified only upon the written consent of both the Company and the holders of a majority, in the aggregate, of the Purchase Amounts paid to the Company pursuant to a Pre-Sale Agreement in connection with the Pre-Sale and which are outstanding at the time of such amendment, waiver or modification.
(b) This Agreement is contingent upon payment of the Payment Amount by Purchaser. If Purchaser does not pay the Payment Amount, then Purchaser shall have no Rights to Tokens hereunder.
(c) Any notice required or permitted by this Agreement will be deemed sufficient when sent by email to the email address, for Purchaser, submitted in the Form Submissions, and for Company, to email@example.com, as such address may subsequently be modified by written notice received by the appropriate party in accordance with this Section 6(b).
(d) The Purchaser is not entitled, as a holder of the Rights, to vote or receive dividends or be deemed the holder of membership rights or other equity of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of an equityholder or member of the Company or any right to vote for the election of managers or directors or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
(e) Neither this Agreement nor the rights contained herein (including, without limitation, the Rights) may be assigned, whether by operation of law or otherwise, by Purchaser without the prior written consent of the Company.
(f) In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(g) If a dispute arises out of or relates to this Agreement, or the alleged breach thereof, and if the dispute is not settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation within 45 days of retention of a mediator, administered in a location to be chosen by the Company, before resorting to litigation or some other dispute-resolution procedure. Costs of mediation shall be split between the parties. In the event that parties are unable to agree on a mediator, then each party shall choose a mediator and the two mediators shall jointly choose a third mediator, which third mediator shall perform the mediation. The mediation process and outcome shall be confidential based on terms acceptable to the mediator.
(h) This Agreement, including all direct and indirect rights and obligations hereunder, shall be construed in accordance with, and governed by, the laws of Utah, USA, without regard to its conflicts of law provisions or Purchaser's state or country of residence. Each party to this Agreement hereby agrees that any legal proceeding or litigation arising directly or indirectly out of, or in connection with, this Agreement, the Rights, any Tokens or otherwise (whether based on contract, tort, breach of duty, common law statute or any other theory) may be brought solely in the courts of Salt Lake County, Utah, USA, and the Purchaser hereby consents to the jurisdiction of such courts.
(i) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW STATUTE OR ANY OTHER THEORY).
(j) By indicating its approval of this Agreement on the Company's website, including via any checkbox agreement, the Purchaser agrees that the terms and provisions of this Agreement (together with any related provisions, such as the Terms and Conditions and Form Submission) shall govern such purchase.