Terms & Services
PLEASE READ THESE Token Sale TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE TOKENS.
Your acquisition of CVT Tokens / CVT (“CVT Tokes”) during the Pre-Sale and the Token Sale (as defined below) from Goodstuff-Media GmbH, a company organized and existing under the laws of Germany (the “Company,” “we,”or “us”), with is seat at Kaiserdamm 111, 14057 Berlin, Germany, registered in the Trade Register of the Local Court (“Amtsgericht”) Charlottenburg, No. HRB 182093 B, represented by the managing director Sebastian Deyle, is subject to these terms of sale (“Terms”). Each of you and Company is a “Party” and, together, the “Parties.”
By purchasing Tokens from us during the Pre-Sale starting 15.02.2018, 12:00 AM and Token Sale starting 15.04.2018, 12:00 AM, you will be bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms, please contact us at firstname.lastname@example.org.
You and Company agree as follows:
1. Commencement and Duration of Pre-Sale and Token Sale.
The Company will conduct a public sale of Tokens in 2 phases: The first phase being the Pre-Sale (the “Pre-Sale”), which will begin at 12:00 AM on 15.02.2018 (the “Launch Date”) and ends at 12:00 AM on 22.02.2018 (the “Pre Sale End Date”) or when CVT Tokens have been sold for the maximum amount of 1,200 ETH, whichever is earlier. The second phase being the Token Sale (the “Token Sale”), which will begin at 12:00 AM on 15.04.2018 (the “Launch Date”) and end at 15.05.2018 (the “Token Sale End Date”) or when CVT Tokens have been sold for the maximum amount of 60,000 ETH, whichever is earlier.
In order to be eligible to participate in the Token Sale you must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any Tokens you purchase from us. We reserve the right to prescribe additional guidance regarding specific wallet requirements.
3. Purchase and Sale of Tokens.
(a) Price: Payment Currency. The price per CVT Token is 0.00015 ETH (“Price Per Token”). The Price Per Token is set in ETH (“Payment Currency”).
(b) Purchase Procedure and Bonus Tiers. During the Token Sale, Tokens will be available for sale with bonus tiers as specified here. Participants will have the chance to earn different bonus percentages for their investments depending on the moment of their investment.
For investments during the Pre-Sale Period participants will receive a 15% bonus in CVT Tokens.
In addition to this, participants during Pre-Sale Period and Main-Sale Period will receive the following bonus in CVT Tokens:
3,0% when investing 10 ETH or more but less than 50 ETH
4,5% when investing 50 ETH or more but less than 150 ETH 5,5% when investing 150 ETH or more but less than 300 ETH
7,5% when investing 300 ETH or more but less than 500 ETH
8,0% when investing 500 ETH or more but less than 1,000 ETH
10,0% when investing 1,000 ETH or more.
(c) Delivery of Tokens. Tokens acquired in the Pre-Sale event are delivered to your ERC-20 compatible wallet after the ICO is completed. For Tokens acquired in the Token Sale Company will deliver the quantity of Tokens you purchased after ICO is completed. For the avoidance of doubt, any such extension shall not affect the obligation of the Company and you to make and take delivery, respectively, of Tokens purchased.
4. Purpose and Use of Tokens.
(a) The Purpose of purchasing the CVT Tokens is to support the development and testing, deployment and operation of the CVR platform. The Company is planning to accept CVT Tokens as a means of payment for Services available on its CVR platform. These Services will however be available not only in exchange for CVT Tokens but also in exchange for payment in fiat money or specific other cryptographic currencies. Additional information regarding the CVR platform, the Services, and the Company is summarized and further described in the Whitepaper available at (www.concertvr.de and www.kickico.com) (the “Whitepaper”).
(b) Purchase, ownership, receipt, or possession of CVT Tokens carries no rights, express or implied, other than the right to use Tokens as a means of exchange. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company or its CVR platform and its corporate affiliates, other than any rights specifically stated in these Terms. The Tokens are not intended to be a security or any other investment vehicle.
5. Possible Migration of Tokens.
(a) The Tokens are being created as ERC-20 tokens on the Ethereum protocol. We reserve the right to migrate the ERC-20 based Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful.
(b) Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the acceptance on our CVR platform or any other operational matters, except with respect to the migration process. Although we do not at this time anticipate that it will require any Preexisting Token holders to convert their Pre-existing Tokens to Replacement Tokens, we anticipate there will be significant incentives for Pre-existing Token owners to do so, since the practical utility of Preexisting Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant portion of CVT-users. Accordingly, by accepting these Terms you acknowledge and agree that in order for you to continue using CVT Tokens or obtain utility from them you may need to convert the Tokens you purchase during the Token Sale to Replacement Tokens in the future.
6. Scope of Terms.
(a) Unless otherwise stated herein, these Terms only govern your purchase of Tokens from us during the Pre-Sale and Token Sale.
(b) Any use of Tokens in connection with providing or receiving Services on our platform may be governed by other applicable terms and conditions and policies.
7. Cancellation: Refusal of Purchase Requests.
All purchases of Tokens from us during the Pre-Sale and Token Sale are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
8. Acknowledgment and Assumption of Risks.
You acknowledge and agree that there are risks associated with purchasing, owning, and using CVT Tokens. BY PURCHASING CVT TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THAT AMONG OTHERS THE FOLLOWING RISKS WILL BE ASSOCIATED TO YOUR PURCHASE:
(a) Risk of Losing Access to Tokens Due to Loss of Private Key(s), Custodial Error or your Error. A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to precisely follow the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide an incorrect Token Receipt Address, or provide an address that is not ERC-20 compatible, may result in the loss of your Tokens.
(b) Risks Associated with the Ethereum Protocol. Because CVT Tokens are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the CVT Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the CVT Tokens and the Ecosystem, including the utility of the CVT Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
(c) Risk of Mining Attacks. As with other decentralized cryptographic tokens based on the Ethereum protocol, the CVT Tokens are susceptible to attacks by miners in the course of validating CVT Token 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 CVT Tokens, including, but not limited to, accurate execution and recording of transactions involving CVT Tokens.
(d) Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or organizations may attempt to interfere with the CVT Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the CVT Tokens are 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 Token protocol, which could negatively affect the CVT Tokens, including the utility of the Tokens for obtaining Services.
(e) Risks Associated with Markets for Tokens. The Tokens are intended to be used solely as a means of exchange between the CVT Token holders and people interested in becoming CVT Token holders. The Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to any CVT Tokens you own. Even if secondary trading of CVT Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
(f) Risk of Uninsured Losses. Unlike deposits on bank accounts or accounts at some other financial institutions, CVT Tokens 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, such as the Federal Deposit Insurance Corporation, or private insurance arranged by Company, to offer recourse to you.
(g) Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory status of the CVT Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Ecosystem and the CVT Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including CVT Tokens. Regulatory actions could negatively impact the CVT Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the Tokens constitutes unlawful activity or that the Tokens 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.
(h) Risks Arising from Taxation. The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
(i) Risks Associated with the Development and Maintenance of the Ecosystem. The Ecosystem is still under development and may undergo significant changes over time. Although we intend for the Tokens and Ecosystem to function as described in the white paper. and intends to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or Ecosystem for any number of legitimate reasons. Moreover, we have no control over how other participants will use the Ecosystem, what products or services will be offered through the Ecosystem by third parties, or how third-party products and services will utilize Tokens (if at all). This could create the risk that the Tokens or Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the Ecosystem, it is still possible that the Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Ecosystem and Tokens, and the potential utility of the Tokens, including the utility of the Tokens for obtaining Services.
(j) Risk of an Unfavorable Fluctuation of ETH. If the value of ETH fluctuates unfavorably during or after the Token Sale, we may not be able to fund development, or may not be able to develop or maintainour CVR platform in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH, including uncertainties created by the lack of resolution to the bitcoin scaling debate, the possibility of a so-called “Hard Fork” of bitcoin if one of the competing camps in the scaling debate decides to force the issue; another DAO-like attack on the Ethereum network; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
(k) Risk of Dissolution of the Company or CVR platform. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of ETH, BTC (or other cryptographic and fiat currencies), decrease in the Tokens’ utility (including their utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the CVR platform may no longer be viable to operate or the Company may dissolve.
(l) Risks Arising from Lack of Governance Rights. Because CVT Tokens confer no governance rights of any kind with respect to the CVR platform or the Company, all decisions with regard to the Company’s products or services or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services, to create and sell more CVT Tokens for use in the Ecosystem, or to sell or liquidate the Company. These decisions could adversely affect the value and/or utility of any CVT Tokens you own, including their utility for obtaining Services.
(m) Unanticipated Risks. Cryptographic tokens such as the CVT Tokens are a new and untested technology. In addition to the risks included in section 8 of these Terms, there are other risks associated with your purchase, possession, and use of the Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in section 8 of these Terms.
IMPORTANT NOTICE: Since the CVT Tokens are not intended to be or sold as securities or any other form of investment product, none of the information presented in this section 8 is intended to form the basis for any investment decision, and no specific recommendations are intended. We expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this section 8,(ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
9. Security of storage mechanism.
You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold CVT Tokens purchased from us, 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 CVT Tokens. We are not responsible for any losses, costs, or expenses relating to lost access credentials.
10. Personal Information.
We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with selling Tokens to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable laws or regulations.
Any amounts that you pay for Tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of CVT Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of CVT Tokens.
12. Representations and Warranties.
By sending ETH to purchase CVT Tokens from us, you represent and warrant that:
(a) You have read and understood these Terms and agree with them.
(b) YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING TOKENS, OWNING TOKENS, AND USING TOKENS INCLUDING (BUT NOT NECESSARILY LIMITED TO) THE RISKS DESCRIBED IN SECTION 8;
(c) You have sufficient understanding of technical, financial and business matters, cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing CVT Tokens;
(d) You understand the restrictions and risks associated with the creation of CVT Tokens as set forth herein, and acknowledge and assume all such risks;
(e) You have obtained sufficient information about the CVT Tokens to make an informed decision to purchase Tokens;
(f) You understand that the CVT Tokens do not confer rights of any form with respect to the CVR platform or the Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights, except as stated in these Terms;
(g) You are purchasing CVT Tokens solely for the purpose of supporting the development, testing, deployment and operation of the CVR platform, being aware of the commercial risks associated with the Company and the CVR platform. You are not purchasing CVT Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose;
(h) Your purchase of CVT Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the CVT Tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
(i) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of CVT Tokens;
(j) If you are purchasing CVT Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
(k) You are neither a citizen or permanent resident of the Hong Kong SAR, nor a citizen or permanent resident of the Peoples Republic of China, nor a citizen or permanent resident of the Republic Korea, nor a citizen or permanent resident of the Socialistic Republic of Vietnam.
(l) You are neither a U.S. citizen or permanent resident of the United States, nor do you have a primary residence or domicile in the United States, including Puerto Rico, the U.S. Virgin Islands, and any other possession of the United States. In order to purchase the CVT Tokens and by buying the CVT Tokens you covenant, represent, and warrant that none of the owners of the Company, of which you are an authorized officer, are U.S. citizen or permanent resident of the United States, nor do you have a primary residence or domicile in the United States, including Puerto Rico, the U.S. Virgin Islands, and any other possession of the United States. Should this change at any time, you shall immediately notify the Company.
(m) You are not (i) a citizen or resident of a geographic area in which access to or use of the Services or the acceptance of delivery of the CVT Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
(n) You agree that the CVT Tokens may not be resold to United States purchasers, other than as may be permitted pursuant to applicable exemptions under the U.S. Securities Act of 1933, as amended (the “Securities Act”), including pursuant to Regulation S and/or Regulation D promulgated thereunder. If you purchase CVT Tokens in the Token Sale, you will be unable to resell the Tokens into the United States unless such resale is registered with the U.S. Securities and Exchange Commission or unless an applicable exemption under the Securities Act applies.
13. Limitation of Liability.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE CVT TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
(b) THE LIMITATIONS SET FORTH IN THESE TERMS, IN PARTICULAR, IN SECTION 13(a) WILL NOT LIMIT OR EXCLUDE THE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY OR ITS REPRESENTATIVES, NOR THE LIABILITY FOR DAMAGE FROM INJURY TO LIFE, BODY OR HEALTH BY INTENTION OR NEGLIGENCE OF THE COMPANY OR ITS REPRESENTATIVES.
14. Governing Law and Venue.
(a) These Terms will be governed by and construed and enforced in accordance with the laws of the Federal Republic of Germany (“Germany”) under exclusion of the UN Convention on the International Sale of Goods (CISG), without regard to conflict of law rules or principles (whether of Germany or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
(b) If the Customer is a corporation, limited liability company or commercial partnership or otherwise operates a commercial business (Kaufmann within the meaning of Sec. 1 (1) of the German Commercial Code) or is a legal entity or special fund organized under public law, the courts in Berlin shall have exclusive jurisdiction in respect of all disputes arising out of or in connection with the relevant contract. In all other cases, we or the Customer may file suit before any court of competent jurisdiction under applicable law.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. In the case of a clause not being valid or in the case that a regulation has not been included therein, this gap shall be replaced by a valid clause that the Parties would have been agreed upon if they would have known the gap.
These Terms constitute the entire agreement between you and us relating to your purchase of CVT Tokens from us. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing CVT Tokens from us does not create any form of partnership, joint venture, or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.