TERMS OF THE SCN TOKEN SALE
The website www.swisscoinlab.ch (the “Website”) and the sale of SCN Tokens the “SCN Token Sale”) is operated by Swisscoin GmbH, CH-170.4.015.333-6, Untermüli 6300 Zug, (hereinafter “Swisscoin”).
Swisscoin is a commercial entity proceeding to the SCN Token Sale for the sole purpose of developing and financing its commercial activity and to execute its vision in strict compliance with its company purpose.
Please note that Swisscoin is not acting as a financial entity or as an asset manager in the framework of the SCN Token Sale. The Contributions (as defined below) collected through the SCN Token Sale will only be used for the purpose of developing and financing the commercial activities of Swisscoin in connection to the Swisscoin Project (as defined below).
Your Contribution (as defined below) will help Swisscoin develop the Swisscoin Project (as defined below), but will not provide you with any equity, asset, bond, security, derivative or any other financial instrument.
The SCN Token Sale Terms (hereinafter referred to as the: “Terms”) set forth general rules and procedure of the SCN Token Sale by Swisscoin, as well as their purchase by Participants.
These Terms, including the Appendices, constitute a binding agreement between Swisscoin and persons or entities (hereinafter “You” or “the “Participants”) accessing the Website and/or providing payments to Swisscoin in connection with the Swisscoin project (the “Swisscoin Project”) and participating to the SCN Token Sale. The contents of the Website and websites accessible from hyperlinks on the Website, do not form an integral part of these Terms.
These Terms should be read carefully by each Participant. Each Participant must understand, irrevocably accept and comply with these Terms at all time.
The cryptographic tokens are referred to in these Terms as “SCN Tokens”. SCN Tokens are cryptographic tokens existent on the Ethereum blockchain that can enable usage of and interactions enabled by Swisscoin, including smart contracts.
These Terms provide certain information with regards to purchasing and using SCN Tokens.
These Terms do not purport to contain all information relating to SCN Tokens. In particular, they are not deemed to provide (and must not be held as such) any advice relating to your decision whether or not to purchase SCN Tokens and must not be considered as providing complete information in relation to such a decision.
BY USING THE WEBSITE AND/OR PURCHASING SCN TOKENS, YOU AGREE TO THESE TERMS IN THEIR ENTIRETY.
IT IS UNDERSTOOD AND PRESUMED PER SE THAT BY THE FACTS OF USE OF THE WEBSITE AND PURCHASE OF SCN TOKENS, THE RESPECTIVE PARTICIPANT HAS FULLY READ, UNDERSTOOD, AND IRREVOCABLY ACCEPTED THESE TERMS. IF ANY PARTICIPANT DOES NOT AGREE WITH THESE TERMS IN GENERAL OR ANY PART OF IT, SUCH USER SHOULD ENTIRELY WITHHOLD FROM USING THE WEBSITE AND/OR PURCHASING SCN TOKENS.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE WEBSITE OR ANY INFORMATION, LINK OR CONTENT CONTAINED ON THE WEBSITE AND DO NOT PARTICIPATE IN THE SCN TOKEN SALE.
USING THE WEBSITE ON BEHALF OF YOUR ORGANIZATION, THAT ORGANIZATION ACCEPTS THESE TERMS.
PLEASE NOTE THAT THESE TERMS HAVE NOT YET BEEN APPROVED BY ANY REGULATOR, COMPETENT AUTHORITY OR AUTHORISED PERSON IN GENERAL, AND SPECIFICALLY NOT WITHIN THE MEANING OF A COMPETENT AUTHORITY ACCORDING TO SWISS OR EU LAW. THEREFORE, RELYING ON THIS DOCUMENT FOR THE PURPOSE OF PURCHASING SCN TOKENS MAY EXPOSE YOU TO A SIGNIFICANT RISK OF LOSS OF ALL ASSETS.
These Terms may be amended by Swisscoin from time to time at its sole discretion. The amended version will be published on the Website and the terms described therein will come into effect upon publication on the Website and notification sent to the Participants of such amendments. Such a notification shall be considered as having been validly sent, and made, by using the contact electronic address given by the Participant upon registration or any other electronic address You validly notified to Swisscoin as your new contact electronic address, in replacement of the electronic address given upon registration.
III. SWISSCOIN GMBH
Swisscoin is a Swiss company conducting the SCN Token Sale.
Swisscoin is not a bank, a private bank, a fund nor a financial institution and does not provide financial advice or act in any way as a fund manager, an asset manager or an investment advisor. Swisscoin does not, and shall at no time, give You any financial advice whatsoever, including in relation to any modality linked to the buying of SCN Tokens.
The primary goal of the SCN Token Sale is to establish mechanisms in order for Swisscoin to be able to efficiently execute its vision, i.e.:
– For more information on Swisscoin, its vision, its business and financials, please consult the whitepaper which is available on the Website at the following address: https://www.swisscoinlab.ch/wp-content/uploads/2017/12/Swisscoin-White-Paper.pdf (the “Whitepaper”).
The content of the Whitepaper, the Website, including blog, social media (Twitter, Facebook, etc.) and any press release or article regarding Swisscoin or public statements, are nonbinding and are subject to change by Swisscoin at its sole discretion. They are not part of these Terms and must not be held as modifying or amending them in any way.
IV. SWISSCOIN PROJECT
The Participant understands and accepts that the development and execution of the Swisscoin Project is solely and exclusively of the competence of Swisscoin.
Swisscoin shall be entirely free in its way of developing and executing the Swisscoin Project, in particular (and among other measures) by engaging any subcontractors it would deem necessary to perform the entire or partial development and execution of the Swisscoin Project. The scope of the development work will be dependent on, and triggered by, the amount received in cryptocurrency as a result of the CHSK Token Sale (the “Contribution(s)”).
The Participant understands and agrees that for the purpose of the development and execution of the Swisscoin Project, Swisscoin will receive the full amount of the Contributions. This amount covers expenses, charges and other costs that may arise in relation to Swisscoin and/or its subcontractors as part of the development and execution of the Swisscoin Project. Swisscoin will allocate the Contributions in accordance with the Whitepaper, but (within this general frame) Swisscoin decides in its sole discretion how to allocate the Contributions in order to develop and execute the Swisscoin Project at its best.
The Participant understands and agrees that the Swisscoin Project is still at its beginnings and will need to go through substantial development works. As a consequence, it may undergo significant conceptual, technical and commercial changes before release, the identification and implementation of which are fully and entirely of Swisscoin’s discretion.
The Participant is aware of the risk that even if all or parts of the Swisscoin Project are successfully developed and released in full or in part, the Swisscoin Project could, due to a lack of public interest, be fully or partially abandoned, suspended, remain commercially unsuccessful or be shut down for lack of interest, funds, regulatory reasons or any other reasons. Such reasons, as well as any of their consequences, shall be assessed and evaluated by Swisscoin alone, who shall be fully and entirely free to take any and all measures it would deem necessary or appropriate. The Participant understands and agrees that the purchase of SCN Tokens carries significant financial, regulatory and/or reputational risks (including the complete loss of value of SCN Tokens).
PLEASE NOTE THAT ANY ACQUISITION AND USE OF SCN TOKENS IS BY NATURE SPECULATIVE AND INTRINSICALLY CARRIES SIGNIFICANT FINANCIAL RISKS, INCLUDING, BUT NOT LIMITED TO, THE POSSIBLE LOSS OF ALL VALUE INVESTED IN SCN TOKENS. PRIOR TO PURCHASE, CAREFULLY CONSIDER THE POTENTIAL RISKS AND, TO THE EXTENT NECESSARY, CONSULT A LAWYER, ACCOUNTANT, AND/OR TAX PROFESSIONAL OR OTHER ADVISORS TO EVALUATE THE RISK ENTAILED. DO NOT OVERCOMMIT. WE MAKE NO PROMISES NOR WARRANTIES WHATSOEVER OF POSSIBLE GAINS OR RETURNS, IN CASH OR IN ANY OTHER FORM. YOU CAN POTENTIALLY LOSE ALL YOUR CONTRIBUTION. SWISSCOIN ALSO DOES NOT GUARANTY IN ANY WAY THE SUCCESS OR FULL EXECUTION OF THE SWISSCOIN PROJECT.
V. THE SCN TOKENS
SCN Tokens are utility tokens that Participants can use in relation to the Swisscoin Project only. THEY ARE NOT CRYPTOCURRENCIES AND MAY NOT BE USED AS SUCH IN ANY WAY. THEY ARE ALSO NOT, AND SHALL NOT BE USED IN ANY WAY AS, EQUITY, ASSETS, BONDS, SECURITIES, DERIVATIVES OR ANY OTHER FINANCIAL INSTRUMENTS.
SCN Tokens are ERC20 tokens based on the Ethereum blockchain. The smart contract developed by Swisscoin for the SCN Token Sale (the “Smart Contract”) is open source software available at this address: https://github.com/Swisscoin. Any information given or inferred from this website is not, and shall not be held as, part of these Terms.
You understand and agree that smart contract technology is still in an early development stage and its application of experimental nature. It therefore carries significant operational, technological, financial, regulatory and reputational risks. You are fully aware of such risks and accept them as part of your participation top the SCN Token Sale and Swisscoin Project.
The ETH public address for SCN Tokens is the following: https://ethplorer.io/address/0x3ff663f89631d3948f85ce1365da09910eaa013f (the “SCN ETH Public Address”).
You must access and use SCN Tokens using an ERC20-compliant wallet. It is your sole responsibility to not lose your SCN Tokens, in particular by losing access to the keys which allow access to your wallet and/or allowing malicious third parties to access your keys and/or your wallet.
SWISSCOIN WILL NOT BE HELD LIABLE FOR ANY LOSS OF SCN TOKENS AND/OR OTHER DAMAGE INCURRED BY YOU AS A RESULT OF THE TRANSFER OF THE SCN TOKENS TO YOUR WALLET OR LOSS OF KEY OR ATTACK ON YOUR WALLET.
You can send ETH, other cryptocurrencies or any other currency listed in the Specific Terms (Appendix II) from any wallet and it is your sole responsibility to make sure that you have ownership or control over your private keys. SWISSCOIN CANNOT BE HELD LIABLE FOR ANY LOSS OF ETH OR OTHER CRYPTOCURRENCY OR CURRENCY IN THE EVENT OF LOSS DURING THE PROCESS OF TRANSFER TO, OR IN ANY WAY USE OF THE, SCN ETH PUBLIC ADDRESS. You will be
prompted to insert a new address that you control at the end of the SCN Token Sale in order to allow us to transfer the SCN Tokens to you.
Ownership of SCN Tokens carries no rights express or implied until Swisscoin has allocated functionalities to the SCN Tokens. In particular, Participant understands and accepts that he/she/it has no right to claim as holder of SCN Token(s) any asset, intellectual property rights, equity or equivalent rights or any other form of participation in or relating to Swisscoin and/or the Swisscoin Project. The Participant has no right to any particular or specific contribution or advantage linked to, or in exchange with, the SCN Tokens. Swisscoin shall be entirely free to decide if, and as the case may be which, functionalities shall be allocated to the SCN Tokens.
Swisscoin is entitled, at its sole discretion, to give access in priority to SCN Token holders to Swisscoin’s products or services and/or to make them benefit from discounts, special offers, promotions or other forms of advantages in relation to Swisscoin’s products or services. No such advantages or benefits are guarantees or in any other way promised.
To the except of such rights decided by Swisscoin pursuant to the above, SCN Tokens neither provide You with a conversion right into shares of Swisscoin or other equity of Swisscoin nor any other right whatsoever, nor represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive dividends, future revenue shares, intellectual property rights or any other form of participation in Swisscoin and/or its corporate affiliates and/or the Swisscoin Project.
You understand and agree that Swisscoin is not providing any payment system through SCN Tokens. SCN Tokens are not a mean of payment of products or services. They do not constitute or represent, and must not be held as constituting, cryptocurrencies or any other form of currencies.
The Participant understands and accepts that the purchase of SCN Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. Thus, the Participant understands and accepts that he/she/it will have no influence over governance of Swisscoin.
1. SCN TOKEN SALE OFFER AND ACCEPTANCE
1.1.SCN Tokens are available for purchase to eligible Participants only during the Contribution
Period defined in the Specific Terms (Annex II) and published on the Website.
1.2.Swisscoin’s publication on the Website of an offer to purchase SCN Tokens to eligible Participants is considered a legally binding offer of Swisscoin to purchase SCN Tokens (hereinafter referred to as the “Offer”). Swisscoin shall be entitled in its sole discretion to decide if you are an eligible Participant. Swisscoin is entitled to refuse Participants in the SCN Token Sale in its sole discretion, without having to explain its reasons.
1.3.The Offer shall be available only on the Website. Any other offer concerning SCN Tokens Sale presented on any other website or internet resource shall be considered null and void and shall not put any obligations upon Swisscoin.
1.4.Legally binding acceptance of the Offer shall be conducted by an eligible Participant on the Website (hereinafter referred to as the “Offer Acceptance”) by clicking on the respective “Apply for SCN Token Sale” button (or similar) on the Website. From this moment on, the Offer shall be considered formally accepted by the respective Participant and the Participant shall be obliged to pay the price of the respective number of SCN Tokens (on the condition that the respective Participant strictly complies with the eligibility requirements set forth by Swisscoin; see Annex I : Restrictions).
1.5.Offer Acceptance by an eligible Participant shall be deemed irrevocable and binding for the Participant. Swisscoin is however entitled to refuse, in its sole discretion, any Participant to the SCN Token Sale.
2. PRICE AND PAYMENT PROCEDURE
2.1.The price of one SCN Token is set forth in CHF
and published on the Website.
2.2.Swisscoin does accept fiat currencies as payment for SCN Tokens. You are solely responsible for any exchange rate applicable, for any transaction fee charged by your bank, as well as for any delay in the transfer of your funds to Swisscoin’s bank account. Should your funds be credited on Swisscoin’s bank account after the end of the Contribution Period, Swisscoin will decide, in its sole discretion, whether or not You will be entitled to purchase SCN Tokens. If not, Swisscoin will transfer your funds back. Any fee charged for such transfer shall be paid by You. Swisscoin may in no case be held liable for any loss of the fiat currencies incurred during the transaction.
2.3.Should You proceed to payment by using cryptocurrencies, Swisscoin accepts ETH, BTC, as payment for SCN Tokens. The list ofcryptocurrencies may change during the SCN Token Sale and will be indicated in the Specific Terms.
2.4.To purchase SCN Tokens, the Participant shall only send fiat currencies from his/her/its personal bank account, or cryptocurrencies from his/her/its personal wallet, in the amount which is commensurate to the amount of the SCN Tokens the Participant is willing to receive for such payment. The Participant undertakes to control solely the address and/or the wallet and/or the bank account used for the Contribution, shall not act on behalf of any third party, and shall not transfer the control of the mentioned address, wallet or bank account to any third party.
2.5.The Participant is not entitled to send any funds to purchase SCN Tokens until the SCN Token Sale has officially begun, except for the case of the SCN Tokens presale that takes place before the general SCN Tokens Sale and is conducted only among a limited number of especially eligible contributors as shall be defined by Swisscoin in its sole discretion. The Participant is not entitled to send any cryptocurrency to purchase SCN Tokens after the end of the Contribution Period.
2.6.The amount of SCN Tokens to be provided to a Participant shall be specified in eligible Participant’s registered account on the Website upon completion of SCN Tokens purchase and the KYC (“know your customer”) checks. The SCN Tokens shall be sent to the Participant’s personal respective wallet via smart contract after the end of the Contribution Period. In order to receive SCN Tokens, the eligible Participant is obliged to strictly follow any and all requirements and procedures set forth by Swisscoin, as shall be mentioned on the Website or otherwise communicated by Swisscoin to the Participant (including provision of necessary identification information about the Participant, information about his wallet, filling-in Participant’s profile on the Website, complying with KYC/AML/OFAC screening procedures, etc.). Swisscoin shall not be held liable for inability of the Participant to receive or use SCN Tokens because of Participant’s failure to follow any of the requirements and procedures of Swisscoin or due to any possible misrepresentations of the Participant. No refunds, or any other type of repayment, of Contributions shall be made in such cases.
2.7.The purchase of the SCN Tokens by the Participant from Swisscoin is final, and, thus, there are no refunds and/or cancellations. By contributing to the Swisscoin Project, you understand and agree that you shall expect no return, interest, dividend, increase of value or even repayment by Swisscoin of the substance of your Contribution.
2.8.Swisscoin shall not store SCN Tokens on a Participant’s behalf; any SCN Tokens shall be stored in the Participant’s own wallet. The Participant is the sole responsible to insure the correct keeping, in full security, of any and all access information relating to his wallet. Swisscoin shall have no responsibility or liability in this context.
2.9.Swisscoin does not have any access to any passwords of any Participant’s wallet.
2.10. The Participant understands and agrees that the purchase transactions of SCN Tokens shall be stored on the Ethereum blockchain and available for reference and check.
2.11. Swisscoin shall not manage, invest or in any other way interfere with the SCN Tokens that are stored on the Participant’s own wallet. The Participant shall be solely responsible for any and all managing, use and decision linked to his SCN Tokens.
3. RIGHTS TRANSFER
3.1.SCN Tokens are cryptographic software protected by copyright, subject to the requirements of the Swiss Copyright Act (RS 231.1).
3.2.Copyrights or other applicable rights in and to SCN Tokens purchased by an eligible Participant shall be assigned from Swisscoin to the respective eligible Participant upon completion of the payment procedure at the condition of Participant’s following Swisscoin’s requirements and procedures as set forth in clause VII 2.5 hereof.
4. SCN TOKENS SALE PROCEEDS STATUS
4.1.The proceeds from the SCN Token Sale (the “Proceeds”) received by Swisscoin from the sale of SCN Tokens to Participants shall only be deemed as proceeds received from the assignment of copyrights or other applicable rights to the cryptographic software representing the SCN Tokens.
4.2.The Proceeds might be converted by Swisscoin into fiat currency at any time for the purpose of completion of the Swisscoin Project, at its full and entire discretion.
4.3.You agree that SCN Tokens are not securities, collective investment scheme or any other financial instruments and shall not be considered as such; the offering of SCN Tokens is not registered with any government entity, and does not represent any share, stake, or security or equivalent rights including, but not limited to, any right to receive future revenue shares and intellectual property rights in Swisscoin, and do not represent any ownership rights in Swisscoin. SCN Tokens are not cryptocurrencies.
5. USE OF PROCEEDS
The Proceeds will not be managed by Swisscoin for the Contributors, nor invested by Swisscoin or by any third parties on behalf of the Contributors.
You understand and agree that Swisscoin is a commercial entity and that the Proceeds collected through the SCN Token Sale will be used for the sole purpose of developing and financing the commercial activity of Swisscoin, including the Swisscoin Project which consists in developing a platform and an open blockchain-based protocol, and to meet predefined milestones in Swisscoin Product roadmap as mentioned in the Whitepaper.
6. KYC & AML REGULATIONS
6.1 Every Participant must comply with the applicable anti-money laundering regulations, in particular the Swiss Anti-Money Laundering Act (RS 955.0) and cooperate for the identification process according the provisions for the prevention of money laundering and for the KYC checks. Swisscoin is entitled to use subcontractors to fulfill the KYC obligations and You agree to fully cooperate with any sub-contractor for this purpose. You must in particular (without limitation) answer fully and truthfully to any question or information request in relation to any money anti- laundering requirements, by Swisscoin or any sub-contractor.
6.2 Swisscoin maintains a KYC policy to comply with the recordkeeping requirements. Swisscoin aims to reasonably identify each prospective purchaser of SCN Tokens by cross-checking user data against governmental watch lists, including, but not limited to, the specifically designated nationals and blocked persons List maintained by OFAC, as well as third-party identity verification and authentication services. If Your proposed purchase is flagged through Swisscoin’s internal controls, Swisscoin may require additional proof of identification from You, and Swisscoin has the right to not permit any purchases until additional and verifiable proof of identity to our satisfaction is received and You have been approved as a prospective Participant to the SCN Token Sale.
6.3 By agreeing to these Terms, you acknowledge and agree that Swisscoin maintains verification levels that require Your participation, with levelled permissions based on user-supplied information, and you confirm Swisscoin’s ability to obtain any and all required information, verify it pursuant to Swisscoin internal policies. You accept that You may not be able to achieve Your desired level of verification, and Swisscoin reserves the right, at its sole discretion, to determine the appropriate verification level for any Participant, as well as the right to downgrade Participants without notice. Swisscoin may, from time to time, implement policies restricting or strengthening verification levels by nationality, country of residence, or any other factor. This may affect Your right to purchase SCN Tokens or to withdraw SCN Tokens in your account, and You agree to fully indemnify Swisscoin against any losses associated with an inability to purchase, withdraw, or use SCN Tokens based on Your verification level.
6.4 The Participant hereby undertakes to provide valid proof concerning the legality of his/her/its proceeds used to purchase SCN Tokens upon Swisscoin’s request or the request of bank institutions or government authorities.
6.5 During the KYC checks, your Contribution will be held by Swisscoin until the end of the Contribution Period, but a maximum of 60 days. In no event will Swisscoin hold your Contribution more than 60 days. If the results of the KYC checks are not satisfactory to Swisscoin or if the KYC checks could not be done within 60 days, your Contribution will be returned to your bank account and/or to your wallet. In the event Swisscoin is not able to return your Contribution to your bank account and/or to your wallet because your Contribution was made from an exchange or because Swisscoin has not been provided with the required information, your Contribution will be held by an escrow agent (a financial intermediary external to Swisscoin) until you communicate to Swisscoin your bank account details or your public key. Upon receipt of such information, Swisscoin shall promptly instruct the escrow agent to wire or send your Contribution back to you.
6.6 SWISSCOIN WILL NOT BE HELD LIABLE FOR ANY FALSE OR MISLEADING INFORMATION THAT YOU COMMUNICATE TO SWISSCOIN OR TO ITS SUBCONTRACTOR(S) AND YOU SHALL FULLY INDEMNIFY SWISSCOIN AND ITS DIRECTORS IN THE EVENT OF ANY CLAIM, LOSS OR DAMAGE (INCLUDING REPUTATIONAL) IN RELATION TO A BREACH OF APPLICABLE ANTI-MONEY LAUNDERING REGULATIONS.
7.1 Participants cannot purchase SCN Tokens if there are applicable legal restrictions in their country of residence. It is the responsibility of each Participant to seek legal advice in his/her/its jurisdiction to identify any such legal restrictions.
7.2 Participants understand and fully agree that Swisscoin is entitled to ban or otherwise restrict the participation in the SCN Tokens Sale (solely upon Swisscoin’s discretion and by any means) if the respective Participant does not meet any of the eligibility requirements set forth by Swisscoin for the purpose of SCN Tokens Sale conduction or on other grounds. In the same way, Participants understand and fully agree that Swisscoin is entitled to ban or otherwise restrict their possibility of having, using or in any other way keeping SCN Tokens if the respective Participant does not meet any of the eligibility requirements set forth by Swisscoin in relation to such holding.
7.3 Participants understand and fully agree that certain jurisdictions restrict (or may restrict in future) their residents or citizens from participation in any token sales, the use of cryptocurrencies, or use of any cryptocurrency exchanges for various reasons. Swisscoin does not bear any liability for any possible current or future impossibility to use SCN Tokens because of the aforementioned or any other possible restrictions.
7.4 The Website and/or SCN Tokens are intended for sale to Participants only in those jurisdictions and to those persons where and to whom they lawfully may be offered for sale under respective applicable regulations (“Permitted Jurisdictions”). You are only permitted to use the Website and purchase SCN Tokens if Your primary residence or domicile is in a Permitted Jurisdiction.
7.5 The sale of SCN Tokens is being made in the Permitted Jurisdictions on the basis that the SCN Tokens do not constitute a security, financial instrument, or otherwise regulated investment in those jurisdictions, such that the prospectus or other disclosure requirements and other investor safeguards that would apply to a securities offering will not apply to the issuance and sale of SCN Tokens in the Permitted Jurisdictions. In addition, SCN is not regulated in the Permitted Jurisdictions and is not required to be registered with, or licensed or authorized by, any relevant authorities. If Your primary residence or domicile is not in one of the Permitted Jurisdictions, you are not permitted to purchase SCN Tokens and we reserve the right to refuse to sell SCN Tokens to You and the right to restrict Your access to the Website.
7.6 THE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN, NOR IS IT INTENDED TO EXTEND TO, A COUNTRY OR JURISDICTION WHERE SUCH OFFER WOULD BE CONSIDERED UNLAWFUL OR IN WHICH IT WOULD OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION OR WHICH WOULD REQUIRE SWISSCOIN TO AMEND ANY TERM OR CONDITION OF THE OFFER IN ANY WAY OR WHICH WOULD REQUIRE SWISSCOIN TO MAKE ANY FILING WITH, OR TAKE ANY ADDITIONAL ACTION WITH REGARDS TO, ANY GOVERNMENTAL, REGULATORY OR LEGAL AUTHORITY (“COUNTRY OR JURISDICTION”).
7.7 THESE TERMS DO NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF AN OFFER OR SOLICITATION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. OFFERING MATERIALS RELATING TO THIS OFFER MAY NOT BE DISTRIBUTED IN NOR SENT TO SUCH COUNTRY OR JURISDICTION AND MAY NOT BE USED FOR THE PURPOSES OF SOLICITING THE PURCHASES OF SCN TOKENS FROM ANYONE IN SUCH COUNTRY OR JURISDICTION.
7.8 Specific restrictions to the SCN Token Sale are listed and detailed in the Appendix I (“Restrictions”). Such Restrictions are however not deemed to be exhaustive and other limitations, restrictions or bans (including any ban linked to a Permitted Jurisdiction) are explicitly reserved.
8.1 By purchasing SCN Tokens, You acknowledge and agree, amongst others, the following:
8.1.1 YOU UNDERSTAND AND AGREE THAT THE PURCHASE OF SCN TOKENS IS NOT MEANT TO GENERATE ANY PROFIT, INTEREST, GAIN, DIVIDEND NOR EVEN TO MAINTAIN THE SUBSTANCE OF YOUR CONTRIBUTION, BUT ONLY ALLOWS YOU TO BENEFIT FROM ADVANTAGES OR DISCOUNTS AND, EVENTUALLY, AT SWISSCOIN’S SOLE DISCRETION, TO PARTICIPATE TO SMART REFERENDUMS ONCE THIS TECHNOLOGY WILL BE IN PLACE. YOUR PURCHASE OF SCN TOKENS IS HEREBY ONLY INTENDED TO ALLOW SWISSCOIN TO DEVELOP THE SWISSCOIN PROJECT IN VIEW OF EXECUTING ITS VISION AS MENTIONED ABOVE.
8.1.2 YOU UNDERSTAND AND AGREE THAT THE SCN TOKEN IS NOT A SECURITY, NOR A CRYPTOCURRENCY, AND DOES IN NO WAY MAKE YOU A SHAREHOLDER OF SWISSCOIN NOR DOES IT GIVE YOU ANY RIGHT ASSOCIATED TO THE SHAREHOLDING OR THE MANAGEMENT OF A COMPANY, INCLUDING SWISSCOIN OR ANY OF ITS AFFILIATED COMPANIES.
8.1.3 YOU UNDERSTAND AND AGREE THAT SWISSCOIN HAS NO DEBT TOWARDS YOU WITH RESPECT TO SCN TOKENS AND WILL HAVE NO OBLIGATION TO BUY YOU BACK ANY SCN TOKEN YOU PURCHASED OR TO REFUND YOU IN ANY WAY, NOR TO ENSURE YOU ANY ADVANTAGE OR DISCOUNT WHATSOEVER IN RELATION TO, OR IN EXCHANGE OF, YOUR SCN TOKENS.
8.1.4 YOU ARE SOLELY RESPONSIBLE FOR SEEKING LEGAL, BUSINESS, TAX, REGULATORY, ACCOUNTING AND FINANCIAL ADVICE IN THE JURISDICTIONS RELEVANT FOR YOU WHEN PURCHASING SCN TOKENS. YOU SHOULD NOT CONSTRUE THE CONTENTS OF THIS TERMS AS LEGAL, BUSINESS, TAX, ACCOUNTING, INVESTMENT OR OTHER ADVICE.
8.1.5 YOU ACKNOWLEDGE AND AGREE THAT THE SCN TOKEN SALE IS NOT A COLLECTIVE INVESTMENT SCHEME OR A SALE OF DERIVATIVES WHATSOEVER. YOU UNDERSTAND AND AGREE THAT THE SCN TOKEN SALE IS NOT DONE UNDER THE SUPERVISION OF ANY REGULATOR, INCLUDING THE SWISS REGULATORY AUTHORITY (FINMA). THESE TERMS DO NOT REPRESENT A PROSPECTUS FOR THE ISSUANCE OF BONDS, SECURITIES OR OTHER INVESTMENT INSTRUMENTS.
8.1.6 YOU ACKNOWLEDGE AND AGREE THAT NEITHER THESE TERMS, NOR ANY OF THE SCN TOKENS, HAVE BEEN OR WILL BE REGISTERED OR FILED UNDER THE SECURITIES LAWS OR REGULATIONS OF ANY JURISDICTION OR APROVED, RECOMMENDED OR DISAPPROVED BY ANY SECURITIES OR OTHER REGULATORY AUTHORITY NOR HAS ANY SUCH AUTHORITY CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THESE TERMS.
9 NO ADVERTISEMENT
No person has been authorized by Swisscoin to issue advertisements or to provide any intelligence with regards to the contents of these Terms and/or the SCN Token Sale and, if issued, given or made, such advertisement and/or intelligence must not be trusted as duly authorized or endorsed by Swisscoin. You can only purchase SCN Tokens through the Website. Swisscoin shall not be responsible for any mirror website or other websites advertising for, selling or reselling SCN Tokens.
10 INFORMATION REQUIREMENTS
You understand and agree that, in order to participate to the SCN Token Sale, you should inform
Yourself as to:
(a) the legal requirements of Your own country, as well as all applicable laws and regulations of any relevant jurisdiction, for the purchase, holding, transfer or other disposal of SCN;
(b) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of
SCN Tokens which they might encounter; and
(c) any income and other tax consequences which may apply in Your own jurisdiction as a result of the purchase, holding, transfer or other disposal of SCN Tokens. You must rely upon Your own representatives, including Your own legal advisers and accountants, as to legal, tax or any other related matters concerning Swisscoin, SCN Tokens and a purchase thereof.
The Participants expressly agree that they are purchasing and receiving SCN Tokens at their sole risk and that the Website and SCN Tokens are provided on an “as is” and the Swisscoin Project on an “under development” basis without warranties of any kind, either expressed or implied.
You understand and agree that the purchase and any other acquisition of SCN Tokens contains significant risks.
Therefore, the purchase of SCN Tokens should be undertaken only by Participants experienced with cryptographic tokens and blockchain based software with a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.
By purchasing SCN Tokens, the Participants confirm that they understand and assume the risks involved in such transaction.
In particular, you confirm to fully understand and accept that:
a. SCN Token Sale will not involve issuance of any currency, securities (whether equity securities or otherwise, including unregistered security) or other kind of investment certificate;
b. SCN Tokens are merely cryptographic tokens existent on the Ethereum blockchain that can enable usage of and interactions with services enabled by Swisscoin according to the Whitepaper, after having clarified the regulatory issues with FINMA and if successfully completed and deployed;
c. SCN are dependent upon the Ethereum blockchain and may be entirely lost in the event the existence of such blockchain is suspended or compromised, for any reason;
d. SCN Tokens are not redeemable, associated with financial return or backed by any underlying asset, security or repurchase commitment and do not necessarily have market prices, market value or transactions between peers;
e. SCN Tokens do not stand for any sort of investment contract for all intents and purposes.
f. The purchase of SCN Tokens is not an investment, nor a collective investment scheme and you are not expecting any repayment, refund, return or profit from your Contribution. Furthermore, your Contribution will not be invested by Swisscoin or managed by Swisscoin or by any third party. Your Contribution will only be used for financing the commercial operations of Swisscoin.
You must not and agree not to participate in the SCN Token Sale with a view to investment or speculation or in pursuit of any profit. Your Contribution shall rather be made for the sole purpose of the achievement of the Swisscoin Project. By purchasing SCN Tokens, you shall not expect to get anything else than SCN Tokens in return out of your Contribution.
Your Contribution for the purchase of SCN Tokens will be non-refundable. Therefore, you are expected and agree to give full considerations to all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, loss of data, theft, lost usernames, passwords or private keys, incorrectly executed transactions and/or hacks which can lead to, inter alia, the complete loss of the SCN Tokens.
The blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on or introduce new regulations addressing blockchain technology based applications which may be contrary to the current setup of the SCN Tokens and which may, inter alia, result in substantial modifications or loss of the SCN Tokens.
The field of digital cryptography is very new and for this reason there is a risk of unforeseen attacks on several or all parts of the SCN Token system. In the event of such an attack/hack, you may lose all your SCN Tokens.
The Participant understands the inherent risks associated with the blockchain technology and cryptocurrencies, including, but not limited to, those listed hereinafter:
§ Risks associated with (intellectual) property rights: the Contributor understands and accepts that, due to a lack of originality of the software and to the immaterial character of the SCN Tokens, there may be no title of ownership in and to the SCN Tokens.
§ Risks associated with the blockchain: the Participant understands and accepts that the Smart Contract, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. The Participant understands and accepts that there is no warranty that the process for creating SCN and/or the Ethereum blockchain will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH, other (financial) support of the Project and/or SCN. The Participant understands and accepts that the Smart Contract and/or underlying protocols and/or any other software involved may either delay and/or not execute a Contribution due to the overall Contribution volume, mining attacks and/or similar events.
§ Regulatory risks: the Participant understands and accepts that the it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract or the Swisscoin Project and which may, inter alia, result in substantial modifications of the Smart Contract and/or the Swisscoin Project, including its termination and the loss of SCN Tokens for the Participants.
§ Risks associated with abandonment / lack of success: the Participant understands and accepts that the creation of the SCN Tokens and the development of the Swisscoin Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The Participant therefore understands that there is no assurance that, even if the Swisscoin Project is partially or fully developed and launched, the Participant will receive any benefits through the SCN Tokens held by him/her/it.
§ Risks associated with other applications: the Participant understands and accepts that the Swisscoin Project may give rise to other, alternative projects, promoted by unaffiliated third parties, under which SCN Tokens will have no intrinsic value.
§ Risks associated with a loss of private key: the Participant understands and accepts that SCN Tokens can only be accessed by using an Ethereum wallet with a combination of Participant’s account information (address) and private key or password. The Participant understands and accepts that if his/her/its private key or password gets lost or stolen, the SCN Tokens associated with the Participant’s account (address) will be unrecoverable and will be permanently lost.
§ Risks associated with your wallet: the Participant understands and accepts that Swisscoin is in no way responsible of the wallet on which the SCN Tokens are transferred. You understand and agree that you are solely responsible for the access and security of your wallet, for any security breach of your wallet and/ with any loss of SCN Tokens resulting from your wallet service provider, including any termination of the service by the wallet provider and/or bankruptcy of the wallet provider. The Participant understands and accepts that the wallet or wallet service provider used for the Contribution, has to be technically compatible with the SCN Tokens. The failure to assure this may have the result that Participant will not gain access to his/her/its SCN Token.
§ Risks associated with theft/hacks: the Participant understands and accepts that the Smart Contract, the Website, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of SCN Tokens, other (financial) support of the Swisscoin Project, or ETH, impacting the ability to develop the Swisscoin Project.
§ Risks associated with Ethereum mining attacks: the Participant understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations.
§ Risks associated with a lack of consensus: the Participant understands and accepts that the network of miners will be ultimately in control of the Smart Contract and that there is no warranty or assurance that the network of miners will allocate the SCN Tokens to the Participants as proposed by these Terms. The Participant further understands that a majority of the miners could agree at any point to make changes to the Smart Contract and to run the new version of the Smart Contract. Such a scenario could lead to SCN Token losing intrinsic value.
§ Risks associated with depreciation: the Participant understands and accepts that with regard to SCN Tokens no market liquidity may be guaranteed and that the value of SCN Tokens over time may experience extreme volatility or depreciate in full.
§ Risks associated with forking: the Participant understands and accepts that a group of people may take our software and modify it to accept a different set of tokens, or no tokens at all (“Fork”). The creation of a Fork could devalue substantially the SCN Token.
§ Risks associated with SCN liquidity: Contributor understands that with regard to the SCN Tokens no market liquidity may be guaranteed, and that the value (if any) of the SCN Tokens over time may experience extreme volatility or depreciate resulting in loss that will be borne exclusively by the Contributor.
By accepting these Terms and by purchasing SCN Tokens, the Participant represents, warrants and accepts that there are certain risks associated with purchase of SCN Tokens, holding SCN Tokens, and using SCN Tokens. By purchasing SCN Tokens, the Participant expressly acknowledges and assumes such risks, including, but not limited to: risk of losing access to the SCN Tokens in his/her possession due to loss of private key(s) or password, as well as any other registration information; risks associated with the SCN Tokens Blockchain; risks of mining attacks; risks of hacking and security weaknesses; risks associated with cryptocurrency markets; as well as risks inherent to technology, internet, blockchain and cryptocurrency.
YOU CONFIRM THAT HAVE UNDERTOOD THOSE RISKS, AMONG OTHERS, AND YOU HEREBY CONFIRM THAT YOU CONTRIBUTE TO THE SWISSCOIN PROJECT AT YOUR SOLE RISK.
YOU UNDERSTAND AND ASSUME THE RISKS INVOLVED IN PARTICIPATING IN THE SCN TOKEN SALE AS DESCRIBED IN THIS SECTION VIII.
YOU UNDERTAND AND AGREE THAT SWISSCOIN WILL NOT BE HELD LIABLE FOR ANY LOSS OF SCN TOKENS AND/OR OTHER DAMAGE INCURRED BY YOU AS A RESULT OF THE MATERIALIZATION OF ANY RISK, INCLUDING THOSE LISTED ABOVE.
SWISSCOIN MAKES NO PROMISES OF POSSIBLE GAINS OR RETURNS. AGAIN, YOU CAN POTENTIALLY LOSE ALL YOUR CONTRIBUTION.
PARTICIPANTS AGREE TO RELEASE SWISSCOIN FROM ALL LIABILITY FOR ANY LOSS THAT MAY OCCUR AS A RESULT OF THEIR PARTICIPATION IN THE SCN TOKEN SALE AND IN CONNECTION WITH RISKS RELATED TO THEIR CONTRIBUTION (LISTED OR NOT ABOVE).
The Participant bears the sole responsibility to determine if his/her/its Contribution for the development of the Swisscoin Project, the transfer of ETH to Swisscoin, the purchase, acceptance, ownership or use of SCN Tokens, the potential appreciation or depreciation in the value of SCN Tokens over time (if any), or the allocation of SCN and/or any other action or transaction related to the Swisscoin Project has tax implications.
By purchasing, holding, or using SCN Token, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the purchase, ownership or use of SCN or any other action or transaction related to the Swisscoin Project.
It is your sole responsibility to comply with all applicable tax laws, including, but not limited do, the reporting and payment of income tax or similar arising in connection with the appreciation and depreciation of SCN Tokens. You bear the sole responsibility to determine such implications and act in accordance with the law that applies to you.
X. REPRESENTATION & WARRANTIES
By using the Website and/or purchasing SCN Token, You represent and warrant that:
1. You have read and understood the content of these Terms;
2. You are solely responsible for the proper functioning of your electronic devices as well as your internet connection, in particular during the identification process;
3. all information provided within any KYC procedure linked to your Contribution is true and accurate;
4. You do not act on behalf of any third party which has not been disclosed in the KYC procedure;
5. You have sufficient understanding of technical 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 SCN Tokens;
6. You have a basic level of understanding of the usage and intricacies of cryptographic tokens, such as Ethereum ERC20 tokens, and other blockchain-based software;
7. You are purchasing the SCN Tokens for your own account;
8. You are well informed about SCN Tokens and Swisscoin to make an independent informed decision;
9. You fully understand that SCN Tokens are merely cryptographic tokens (which is not equivalent to a currency whatsoever) existent on the Ethereum blockchain that will enable usage of and interactions with services enabled by Swisscoin according to the Whitepaper, if successfully complete and deployed;
10. You fully understand that SCN Tokens are not a mean of payment nor a payment system;
11. You fully understand that you are not investing in a fund or in a collective investment scheme and that Swisscoin is not acting as a fund manager, asset manager or investment advisor in relation to the SCN Token Sale;
12. You fully understand that SCN Tokens do not constitute any Swisscoin’s equity, security,
debt or asset of any form or kind;
13. You have researched the legal laws and regulations of token purchases in the applicable legal jurisdiction and be sure that these do not prohibit the purchase of SCN Tokens as described in these Terms and in the Whitepaper;
14. You have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Ether (ETH), and blockchain-based software systems;
15. You have carefully reviewed the code of the Smart Contract located on the Ethereum blockchain and fully understands and accepts the functions implemented therein;
16. You are not a citizen or resident of a country whose legislation conflicts with the SCN Token
Sale and/or the Swisscoin Project in general and/or are listed in the Restrictions;
17. You are resident of a Permitted Jurisdiction;
18. You are not being listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations;
19. You are not, nor any individual or entity that You represent, (A) appears on the specially designated nationals and blocked persons list of the OFAC, or (B) is a person identified as a terrorist organization on appearing on any other relevant lists maintained by governmental authorities;
20. You are not a person who is or has been entrusted with prominent public functions, such as a senior politician, a senior government, judicial, or military social, a senior executive of a state- owned corporation, an important political party social, or a close family member or close associate of any such person, and (ii) the monies used to fund the purchase of SCN Tokens are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country (1) under a UN-, US-, EU-, CH- embargo;
21. You do not know or have any reason to suspect that (1) the monies used to fund Your purchase of SCN Tokens have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (2) the proceeds that you may get from the sale of SCN Tokens will be used to finance any illegal activities;
22. You are not purchasing or using SCN Tokens for any illegal purposes and you will not use the Website for any illegal activity;
23. You are only purchasing SCN Tokens with legally obtained funds (which themselves have not been acquired through illegal money or activities);
24. You are not engaging in any unlawful activity through their participation in the SCN Token
25. You are legally permitted to transfer funds to Swisscoin in order to support the Swisscoin
26. You are legally permitted to receive SCN Tokens in your jurisdiction and contributing to the development of the Swisscoin Project;
27. You understand that there is no warranty, guarantee or liability for defect with regards to SCN Tokens, express or implied, to the extent permitted by law and that you are purchasing them at your sole and exclusive risk;
28. You will take sole responsibility for any restrictions and risks associated with the purchase, use or holding of SCN Tokens;
29. You are not purchasing SCN Tokens for the purpose of speculative investment;
30. You are purchasing SCN Tokens primarily to support the development, testing, deployment and operation of the Swisscoin Project, being aware of the commercial, operational, technical and financial risks associated with the Swisscoin Project;
31. You are at least 18 years old or of the age of majority in their country of residence;
32. You have full capacity to contract under the applicable law;
33. You are in compliance with your local, state, and national laws by purchasing SCN Tokens in your jurisdiction;
34. You are complying with all applicable laws.
If you are purchasing SCN 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 any damage arising out of a breach of these terms by You or any other employee or agent of such entity (in such event references to “you” in these Terms refer to You and such entity, jointly).
The Participant is fully liable for any possible misrepresentations concerning meeting of any eligibility requirements set forth by Swisscoin for the purpose of SCN Tokens Sale conduction (including, but not limited to, residence requirements).
TO THE EXTENT PERMITTED PURSUANT TO APPLICABLE LAW, YOU SHALL INDEMNIFY, DEFEND, AND HOLD SWISSCOIN AND/OR ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, VOLUNTEERS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES (INCLUDING REPUTATIONAL), LOSSES, SUITS, ACTIONS, DEMANDS, PROCEEDINGS, EXPENSES, AND/OR LIABILITIES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES INCURRED AND/OR THOSE NECESSARY TO SUCCESSFULLY ESTABLISH THE RIGHT TO INDEMNIFICATION) FILED/INCURRED BY ANY THIRD PARTY AGAINST SWISSCOIN IN CONNECTION WITH THE SCN TOKEN ARISING OUT OF A BREACH OF ANY WARRANTY, REPRESENTATION, OR OBLIGATION HEREUNDER.
XII. NO WARRANTY
The Participant understands and expressly accepts that there is no warranty whatsoever on SCN Tokens, the Smart Contract, the Website and/or the success of the Swisscoin Project, expressed or implied, to the extent permitted by law, and that the SCN Tokens are purchased at the sole risk of the Participant on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
The Participant also accepts that the SCN concept is still in an early development stage and unproven; that is why there is no warranty that the process for creating SCN Tokens will be
uninterrupted or error-free and that there is an inherent risk that the SCN blockchain could contain weaknesses, vulnerabilities, or bugs causing, inter alia, the complete loss of SCN Tokens.
XIII. LIMITATION OF LIABILITY
The Participants assume all responsibility and risk with respect to the purchase of SCN Tokens, their use and their holding. The Participants hereby expressly agree that, to the maximum extent permitted by the applicable law, Swisscoin does not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary, or otherwise) resulting from any use of, or inability to use the Website, SCN Tokens or the material, information, software, facilities, services, or content on the Website, as well as from the purchasing of SCN Tokens, regardless of the basis upon which the liability is claimed and even if Swisscoin has been advised of the possibility of such loss or damage.
TO THE EXTENT PERMITTED BY LAW, SWISSCOIN HEREBY EXCLUDES: (I) ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY; AND (II) ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, LOSS OF DATA, LOSS OF PROGRAMS, LOSS OF INCOME OR REVENUE; LOSS OF BUSINESS; LOSS OF TOKENS; LOSS OF PROFITS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL, CLIENT INSATISFACTION, WEBSITE INTERRUPTIONS) WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCURRED BY ANY PARTICPANT ARISING OUT OF THE SCN TOKEN SALE, THE SMART CONTRACT, THE SWISSCOIN PROJECT, THE WESITE OR THESE TERMS.
IN NO EVENT SHALL SWISSCOIN, MEMBERS OF SWISSCOIN BOARD, STAFF, DIRECTORS, SHAREHOLDERS, CONTRACTORS, DEVELOPERS, OR VOLUNTEERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SCN TOKEN SALE, THE SMART CONTRACT, SERVICES OR PRODUCTS OFFERED BY SWISSCOIN, INCLUDING SMART REFERENDUMS, OR THE SWISSCOIN PROJECT, THE WESITE OR THESE TERMS.
SWISSCOIN WILL NOT BE LIABLE FOR ANY ADVERTISEMENT, PUBLIC ANNOUCEMENT OR PRESS RELEASE MADE IN RELATION TO THE SCN TOKEN SALE.
SWISSCOIN WILL NOT BE LIABLE FOR ANY SECURITY RISK SUCH AS HACKER ATTACKS, LOSS OF PASSWORD, LOSS OF PRIVATE KEY OR SIMILAR, BUGS OR ERRORS IN CODE, TEXT, OR IMAGES INVOLVED IN THE SALE OR IN THE WALLET USED IN RELATION TO THE SCN TOKEN SALE OR FOR ANY DAMAGES OR LOSSES RESULTING FROM THE VOLATILITY IN PRICING OF PILLARS IN ANY COUNTRIES AND CRYPTOCURRENCY EXCHANGES.
SWISSCOIN SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION, OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF SCN TOKENS. THE PARTICIPANT UNDERSTANDS AND EXPRESSLY AGREES THAT SWISSCOIN SHALL NOT GUARANTEE IN ANY WAY THAT SCN TOKENS MAY BE SOLD OR TRANSFERRED DURING OR AFTER THE SCN TOKEN SALE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO THE PARTICIPANT, THE LIMITATIONS WILL APPLY TO THE PARTICIPANT ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PARTICIPANT UNDERSTANDS AND AGREES THAT IT IS HIS/HER OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO HIS/HER COUNTRY OF DOMICILE CONCERNING PURCHASING OF SCN TOKENS.
SWISSCOIN WILL NOT BE LIABLE FOR (PARTIAL) INTERRUPTIONS TO AND DOWNTIME OF THE WEBSITE OR THE ETHEREUM BLOCKCHAIN DUE TO REPAIR, MAINTENANCE OR UPDATE WORK OR FOR ANY OTHER REASONS THAT IT CANNOT DIRECTLY CONTROL.
BY ACQUIRING SCN TOKENS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE NOT TO HOLD SWISSCOIN OR ANY DIRECTOR, EMPLOYEE OR CONTRACTOR OF SWISSCOIN LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY
CONNECTED TO YOUR FAILURE TO PROPERLY SECURE YOUR PRIVATE KEY TO THE WALLET CONTAINING YOUR SCN TOKENS: HACKER’S ATTACKS, STOLEN DEVICES, LOSS OF PASSWORDS, ETC.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
IN ANY EVENT, THE COMPANY WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SCN TOKEN SALE OR ANY TRANSACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE), IN CONTRACT OR OTHERWISE, MORE THAN THE VALUE OF EACH SPECIFIC TRANSACTION.
YOU UNDERSTAND AND AGREE THAT BY FILING ANY CLAIM MORE THAN THIRTY (30) AFTER THE DISCOVERY OF THE ALLEGED LIABILITY, YOU WILL BE DEEMED TO HAVE FORFEITED YOUR RIGHTS. ANY SUCH CLAIM SHALL BE TIME-BARRED.
To the extent permitted by any applicable law, the Participant releases and agrees not to hold any directors, shareholders, initiators, developers, auditors, contractors or founders of Swisscoin liable for any and all damages caused by or related to the use of, or the inability to use, SCN Tokens or the Smart Contract 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).
To the extent permitted by any applicable law, the Participant releases and agrees that directors, shareholders, initiators, developers, auditors, contractors or founders of Swisscoin shall not 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 the inability to use of the SCN Tokens and/or the implementation of the Swisscoin Project.
The Participant further specifically acknowledges that directors, shareholders, initiators, developers, auditors, contractors or founders of Swisscoin are not liable, and the Participant agrees not to seek to hold them liable, for the conduct of third parties and that the risk of purchasing, holding and using SCN Tokens rests entirely with the Participant.
By purchasing, holding or using SCN Tokens, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the purchase, ownership or use of SCN Tokens or any other action or transaction related to the Swisscoin Project.
The Participant acknowledges and agrees that any information or data the Participant has acquired from or about Swisscoin, included, but not limited to, information or data regarding prices, scope of terms, and any other terms, conditions, obligations, representations, and warranties set forth herein or delivered prior to the publication of these Terms (hereinafter, the “Confidential Information”), was received in confidence. The Participant hereby expressly agrees to take all reasonable precautions to protect such information and not to divulge any such information or any information derived therefrom to any third person without the prior written consent of Swisscoin. The Participant agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of these Terms. Confidential Information shall also mean all material and information that has or will come into the possession or knowledge of the Participant in connection with its performance hereunder and which in the ordinary course of business is considered to be treated as confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; (d) is independently developed by the other party; or (e) is required to be disclosed by any judicial or governmental requirement or order (provided that Recipient advises the disclosing party of the governmental demand for disclosure in a timely manner).
By participating to the SCN Token Sale, you agree to your personal data will be processed by
XVII. GOVERNING LAW AND JURISDICTION
These Terms are governed and construed in accordance with the substantive laws of Switzerland, to the exclusion of the provisions of the conflict of laws and any international conventions applicable, including but not limited to the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.
Any dispute arising in connection to those Terms and/or the SCN Token Sale shall be subject to the exclusive jurisdiction of the courts of Lausanne, Switzerland.
1. Severability / Good Faith
Should any part or provision of these Terms be held to be invalid or unenforceable by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid and be replaced with a substitute provision that best reflects the economic intentions of the replaced provision without being unenforceable. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.
2. No Partnership and/or joint venture
By transferring ETH to Swisscoin, no form of partnership or joint venture or any similar relationship between the Participants and Swisscoin and/or the setting up of the Swisscoin Project is created.
Purchasing of SCN Tokens by the Participant in no way creates any exclusive relationship between the Participant and Swisscoin, nor any partnership, joint venture, employment, or agency.
3. No Waiver
The failure of any of Swisscoin to enforce any of the provisions of these Terms or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of these Terms.
4. Entire Agreement & Severability
Swisscoin GmbH, CH-170.4.015.333-6, Untermüli 6,6300 Zug, info@Swisscoinlab.ch.
If You are a US Person or if you are located in the United States of America:
SCN TOKENS WILL NOT BE AND HAVE NOT BEEN REGISTERED WITH THE SEC UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”) OR ANY STATE SECURITIES LAWS OF THE UNITES STATES OF AMERICA („U.S.“). “U.S.” MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
THESE TERMS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF SCN TOKENS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY SCN TOKENS BE OFFERED OR SOLD OR DELIVERED, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS RESIDING OR LOCATED IN THE US OR TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT (“US PERSON“).
IF YOU ARE A US PERSON OR IF YOU ARE LOCATED OR RESIDING IN THE U.S, YOU MAY BE SUBJECT TO REGULATORY, CRIMINAL OR FRAUD ENFORCEMENT ACTIVITIES IF YOU PARTICIPATE TO THE SCN TOKEN SALE.
YOU ARE THEREFORE NOT ENTITLED TO PARTICIPATE TO THE SCN TOKEN SALE AND MAY NEITHER DIRECTLY NOR INDIRECTLY PURCHASE SCN TOKENS THROUGH ANY MEANS, BE IT ON THE PRIMARY OR THE SECONDARY MARKET, IF YOU ARE A US PERSON OR IF YOU ARE LOCATED IN THE U.S.
IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU ARE NOT A US PERSON OR THAT YOU ARE NOT SUBJECT TO THE U.S JURISDICTION.
IF YOU PARTICIPATE TO THE SCN TOKEN SALE, YOU REPRESENT AND WARRANT THAT:
– YOU ARE NOT A US PERSON;
– YOU ARE NOT RESIDING OR LOCATED IN THE U.S. AND ARE NOT PARTICIPATING IN THE SCN TOKEN SALE FROM THE U.S.;
– YOU ARE NOT ACTING ON BEHALF OF A PRINCIPAL WHO IS A US PERSON OR LOCATED INSIDE THE U.S.;
– YOU ARE NOT GIVING AN ORDER TO PARTICIPATE IN THE SCN TOKEN SALE FROM
SWISSCOIN WILL TAKE TECHNICAL MEASURES TO MAKE SURE YOU CANNOT PARTICIPATE TO THE SCN TOKEN SALE FROM THE U.S („U.S. BAN“). IF YOU, VIA TECHNICAL AND/OR OTHER MEANS CIRCUMVENT SWISSCOIN’S U.S. BAN, SWISSCOIN WILL HAVE FULFILLED ITS DUTY AND WILL NOT BE HELD LIABLE FOR BREACH OF ANY US REGULATIONS, INCLUDING, BUT NOT LIMITED TO, THE US SECURITIES ACT („BREACH“).
IN CASE SWISSCOIN IS HELD LIABLE ANYHOW DUE TO SUCH BREACH, YOU AGREE TO FULLY INDEMNIFY SWISSCOIN FOR ANY DAMAGE OR LOSS (INCLUDING REPUTATIONAL) INCURRED AS A RESULT OF SUCH BREACH, INCLUDING, BUT NOT LIMITED TO ANY PENALTY, ATTORNEY’S OR COURT FEES.
If You are residing in a country under UN-, EU-, CH- or US- embargo jurisdiction:
THESE TERMS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF SCN TOKENS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY SCN TOKENS BE OFFERED OR SOLD OR DELIVERED, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS RESIDING OR LOCATED IN COUNTRIES SUBJECT TO A UN-, EU-, CH- OR US EMBARGO JUSRISDICTION.
ANY RESIDENTS OR CITIZENS OF ANY OTHER GEOGRAPHIC AREA THAT IS SUBJECT TO UN, US-, EU-, CH- OR ANY OTHER SOVEREIGN COUNTRY SANCTIONS OR EMBARGOES OR HAS ANY AFFILIATION TO SUCH SANCTIONS SHALL NOT BE ENTITLED TO USE THE WEBSITE AND PARTICIPATE IN THE SCN TOKENS SALE.
IF YOU ARE LOCATED OR RESIDING IN A UN-, EU-, CH- OR US EMBARGO JUSRISDICTION, YOU MAY BE SUBJECT TO REGULATORY, CRIMINAL OR FRAUD ENFORCEMENT ACTIVITIES IF YOU PARTICIPATE TO THE SCN TOKEN SALE.
YOU ARE THEREFORE NOT ENTITLED TO PARTICIPATE TO THE SCN TOKEN SALE AND MAY NEITHER DIRECTLY NOR INDIRECTLY PURCHASE SCN TOKENS THROUGH ANY MEANS, BE IT ON THE PRIMARY OR THE SECONDARY MARKET, IF YOU ARE RESIDING IN A COUNTRY UNDER UN-, EU-, CH- OR US EMBARGO JURISDICTION.
IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU ARE NOT RESIDING IN A COUNTRY UNDER UN-, EU-, CH- OR US EMBARGO JURISDICTION AND THAT YOU ARE NOT SUBJECT TO ANY SUCH JURISDICTIONS.
IF YOU PARTICIPATE TO THE SCN TOKEN SALE, YOU REPRESENT AND WARRANT THAT:
– YOU ARE NOT RESIDING OR LOCATED IN A COUNTRY UNDER UN-, EU-, SWISS- OR US EMBARGO JURISDICTION;
– YOU ARE NOT LOCATED IN A COUNTRY UNDER UN-, EU-, SWISS- OR US EMBARGO JURISDICTION;
– YOU ARE NOT PARTICIPATING TO THE SCN TOKEN SALE FROM ANY COUNTRY
UNDER UN-, EU-, SWISS- OR US EMBARGO JURISDICTION;
– YOU ARE NOT ACTING ON BEHALF OF A PRINCIPAL LOCATED IN ANY COUNTRY UNDER UN-, EU-, SWISS- OR US EMBARGO JURISDICTION;
– YOU ARE NOT GIVING AN ORDER TO PARTICIPATE IN THE SCN TOKEN SALE FROM ANY COUNTRY UNDER UN-, EU-, SWISS- OR US EMBARGO JURISDICTION.
SWISSCOIN WILL TAKE TECHNICAL MEASURES TO MAKE SURE YOU CANNOT PARTICIPATE TO THE SCN TOKEN SALE FROM A COUNTRY UNDER UN-, EU-, SWISS- OR US EMBARGO JURISDICTION (“BAN”). IF YOU, VIA TECHNOLOGICAL AND/OR OTHER MEANS CIRCUMVENT THESE MEASURES AND SWISSCOIN’S BAN, SWISSCOIN WILL HAVE FULFILLED ITS DUTY AND WILL NOT BE LIABLE FOR BREACH OF ANY UN-, EU-, CH- OR US EMBARGO RESTRICTIONS (“BREACH”).
IN CASE SWISSCOIN IS HELD LIABLE ANYHOW DUE TO SUCH BREACH, YOU AGREE TO FULLY INDEMNIFY SWISSCOIN FOR ANY DAMAGE OR LOSS (INCLUDING REPUTATIONAL) INCURRED AS A RESULT OF SUCH BREACH, INCLUDING, BUT NOT LIMITED TO ANY PENALTY, ATTORNEY’S OR COURT FEES.
APPENDIX II: SPECIFIC TERMS
Minimum Contribution Amount: no minimum
Maximum Contribution Amount: no maximum
Price of SCN during Token Sale: 1 SCN = variable
Currencies accepted: Fiat currencies and ETH, BTC, CHF, EUR, USD, LTC
Total number of SCN issued: 100’000’000 SCN
Discounts: as indicated on the Website
Total SCN Supply: The total SCN Tokens supply will be 100’000’000 SCN (“Total SCN Supply”). No additional SCN Tokens will be created.
Contribution Period: The contribution period starts on 01.12.2017 concludes on the 12.5.2018 at or earlier if all the SCN Tokens are sold (“Contribution Period”). Contributors will receive their SCN Token at the end of the Contribution Period, after all KYC checks have been done to the full satisfaction of Swisscoin and provided the Contribution has been accepted by Swisscoin.
SCN ETH Public Address: Only this Public Address will issue SCN during the Contribution Period:
Use of Proceeds: the Proceeds collected through the SCN Token Sale will be used to finance the technology, the commercial activity and the operations of Swisscoin in order to achieve the Swisscoin Project and to meet predefined milestones in our product roadmap as mentioned in the Whitepaper. You hereby represent and warrant that you have read and understood the Whitepaper.
No Refund: The Participant understands and accepts that all Contributions are final and may not be reversed or reimbursed. By contributing to the Project, the Participant acknowledges that he/she/it has no right to request a refund for any reason, and that he/she/it will not receive money or other compensation, nor any return or interest on the Contribution.
Transferability of SCN: SCN Tokens are not transferable during the Contribution Period. After the end of the Contribution Period, SCN Tokens will be transferred to the accounts contributing in ETH as soon as Participant calls the method “finalize” on the Smart Contract. SCN Tokens will be immediately transferrable upon receipt.
Contribution Freeze / Abort: During the Contribution Period, Swisscoin may at any time stop the contribution function for security reasons. As long as such contribution freeze is not upheld or if the Contribution Period is aborted, no further Contribution will be possible.