Effective Date: February 22, 2021
PLEASE READ THESE TERMS AND CONDITIONS OF USE (SITE TERMS) CAREFULLY. THESE SITE TERMS AND OTHER AGREEMENTS ON THE SITES GOVERN YOUR USE OF OUR WEB SITE AND MOBILE APPLICATION (THE SITES), AND ALSO INCLUDE IMPORTANT DISCLOSURES AND REGULATORY INFORMATION THAT ARE ASSOCIATED WITH THE SERVICES AVAILABLE ON THE SITES, ALL OF WHICH ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS, SO PLEASE READ THEM CAREFULLY.
These Site Terms apply solely to your access to, and use of, the website or mobile application of Cryptonovae SAS, a French company (“Cryptonovae,” “we” or “our“), located at www.cryptonovae.com and any other sites or mobile applications operated by Cryptonovae which link to these Site Terms (the “Sites“) and our online services (the Services). These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with Cryptonovae, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to be responsible to Cryptonovae for any violations of these Site Terms.
Cryptonovae reserves the right to change or modify any of these Site Terms or any policy or guideline of the Sites, at any time and in its sole discretion. If Cryptonovae makes changes to these Site Terms, we will provide notice of such changes, such as by posting a notice on the Sites or updating the “Last Updated” date, which may be listed on the Sites. Your continued use of our Sites following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Site Terms and applicable policies whenever you access the Sites and at least every thirty (30) days to make sure that you understand the terms and conditions that will apply to you and your use of the Sites. If you do not agree to the amended terms, you must stop using the Sites.
ARTICLE 1. SERVICES; SECURITIES OFFERINGS
Among the Services, this Sites present information regarding potential investments in Cryptonovae. These investments, which are securities under U.S. securities laws, will be represented by cryptographic digital tokens (Cryptonovae Tokens), which are a new series of Ethereum blockchain-based smart contract digital tokens meeting the ERC-20 standard as modified to meet transfer restriction requirements under applicable U.S. securities laws.
By participating in a Cryptonovae Tokens investment through the Sites you agree and understand that each Cryptonovae Token offering has its own terms, rules and risks and it is your responsibility to carefully review all terms, rules, risk factors and offering documents and decide on your own if you agree to them.
Your decision to participate in an offering of Cryptonovae does not mean that you will be permitted to participate in such offering. Our decisions to permit your participation are subject to, among other things, demonstration to our satisfaction that you meet legal requirements for participation, consent of relevant third parties, execution of definitive documentation, and our discretion. We make no representation or warranty that the potential transaction you have identified will take place, or that if it takes place that you will be allowed to participate. If you are offered the opportunity to participate in a transaction, you will be required to sign additional documentation. Cryptonovae management decisions are final in all matters relating to the Sites, Services, investments and other activities related to the Sites.
The securities associated with any offering of Cryptonovae in which you participate will be governed by the terms and conditions set forth in the applicable investment documents related to the specific offering provided to you. You may need to complete several steps to purchase Cryptonovae Tokens in a specific offering including, but not limited to, (i) completing Cryptonovae’s user registration process, which includes you providing identification and qualification information to Cryptonovae, (ii) entering into offering agreements, (iii) funding one or more investments in fiat currency or a specified cryptocurrency, (iv) confirming an intention to move forward with participation in the offering at the closing, if required; (v) creating a digital asset wallet with a third party, and (vii) providing other information to Cryptonovae or taking other action as requested throughout the offering process.
The Cryptonovae Tokens offered on the Sites have not been registered under the Securities Act of 1933, as amended (the Securities Act) in reliance on the exempted provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and/or Regulation S. Securities sold through private placements are restricted and not publicly traded and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any securities offering on these Sites.
The Cryptonovae investment opportunity being offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that Cryptonovae’s business objectives will be achieved or that a secondary market will ever develop for the Interests, whether via the Cryptonovae Website, via third party registered broker-dealers or otherwise. Investing in private placements requires high risk tolerance, low liquidity concerns, and long-term commitments. The Interests being sold are not insured, may lose value, and there is no bank or other guarantee.
NO FINANCIAL ADVICE
Cryptonovae is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that would require such registration. None of the information contained on the Sites constitutes a recommendation by Cryptonovae or its affiliates to buy or sell any securities or other assets. The information contained in the Sites has been prepared without reference to any particular user’s investment requirements or financial situation. The Sites do not offer financial advice or recommend investments. We recommend that you consult with qualified professionals prior to making actual investments or financial decisions. Any information available through the Sites is not offered as financial advice and should not be the basis for actual financial activities. We are not liable for any reliance on information available through the Sites by you or anyone who you may inform of its contents.
In consideration of your use of the Sites and the Services and by creating an Account, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Registration Data“); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Cryptonovae, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Cryptonovae.
By creating an Account, you represent and warrant that all Registration Data for the Account that you submit is truthful and accurate. You agree not to use the Account of another user. You are solely responsible for any and all use of your Account. You agree that sharing the Services with another person or providing another person access to the Services through your Account breaches these Site Terms and may constitute fraud or theft, for which we reserve all rights and remedies. You agree not to authorize any other individual or entity other than your authorized agents, if any, to use the Sites or Services via your Account.
ARTICLE 3. CONSUMER WITHDRAWAL RIGHT
In accordance with article L. 221-18 of the French consumer code (code de la consommation), a Consumer has fourteen (14) days to withdraw from a contract as from the date of delivery to her/him of the good object of the contract (the “Consumer Withdrawal Right”).
If the Consumer wishes to exercise its Consumer Withdrawal Right, it shall notify its decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail) to the provider/seller of the said good.
However, and in accordance with article L. 221-28 of the French consumer code (code de la consommation), the Consumer Withdrawal Right may not be exercised in connection with agreements relating to the provision of digital content not supplied on a physical medium which execution has begun, (i) further the prior and express request of the Consumer and (ii) subject to her/his prior express renunciation to such Consumer Withdrawal Right.
CRYPTONOVAE token is a cryptographic asset which includes specific information required for the provision of the Services. Neither such information nor a CRYPTONOVAE token as such are supplied on a physical medium.
Accordingly, the Company shall only Transfer the acquired CRYPTONOVAE tokens to a Consumer that:
- has expressly requested to the Company that the Transfer to the Consumer of the acquired CRYPTONOVAE tokens takes place as soon as possible; and also
- has expressly waived her/his Consumer Withdrawal Right.
ARTICLE 4. INTELLECTUAL PROPERTY
COPYRIGHT AND LIMITED LICENSE
Unless otherwise indicated in the Sites, the Sites and all content and other materials on the Sites, including, without limitation, the Cryptonovae logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Site Materials“) are the proprietary property of Cryptonovae or our licensors or users and are protected by international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Sites and electronically copy, (except where prohibited without a license) and print to hard copy portions of the Site Materials for your informational, non-commercial and personal use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Sites or the Site Materials therein; (b) the distribution, public performance or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Sites and the Site Materials, or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Sites, the Site Materials or any information contained therein, except as expressly permitted on the Sites; or (f) any use of the Sites or the Site Materials other than for its intended purpose.
Any use of the Sites or the Site Materials other than as specifically authorized herein, without the prior written permission of Cryptonovae, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Cryptonovae has adopted a policy of terminating access to the Sites, in appropriate circumstances and at Cryptonovae’s sole discretion, to subscribers or account holders, if any are allowed, who are deemed to be repeat infringers. Cryptonovae may also at its sole discretion limit access to the Sites and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
If you believe that anything on the Sites infringes upon any copyright which you own or control you may file a notification of such infringement with our Designated Manager as set forth below.
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by Cryptonovae or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Name of your contact: Mathieu Sicsic – Data Protection Officer
Full Address to Which Notification should be sent: 1bis, Allée du Parc de Mesémena 44500 La Baule Escoublac
Email Address of Designated Agent: firstname.lastname@example.org
Cryptonovae, the Cryptonovae logo and any other product or service name or slogan contained in the Sites are trademarks of Cryptonovae and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Cryptonovae or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Cryptonovae” or any other name, trademark or product or service name of Cryptonovae without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Cryptonovae and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Cryptonovae.
You acknowledge and agree that any questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information or materials regarding the Sites, Cryptonovae or Cryptonovae’s general products or services (the “Feedback”) that are provided by you in the form of email or other submissions to Cryptonovae, or any postings on the Sites, are (as between you and Cryptonovae) non-confidential and shall become the sole property of Cryptonovae. Cryptonovae shall own, and you hereby assign to Cryptonovae, all exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
ARTICLE 5. THIRD PARTIES
You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for non-commercial purposes, provided such link does not portray Cryptonovae or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Cryptonovae logo or other proprietary graphic of Cryptonovae to link to this Sites without the express written permission of Cryptonovae. Further, you may not use, frame or utilize framing techniques to enclose any Cryptonovae trademark, logo or other proprietary information, including the images found at the Sites, the content of any text or the layout/design of any page or form contained on a page on the Sites without Cryptonovae’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Cryptonovae or any third party.
Cryptonovae makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party Web sites accessible by hyperlink from the Sites, or Web sites linking to the Sites. Such sites are not under the control of Cryptonovae and Cryptonovae is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Cryptonovae provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Cryptonovae of any site or any information contained therein. When you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.
Cryptonovae may provide third party content on the Sites and may provide links to Web pages and content of third parties (collectively, “Third-Party Content”) as a service to those interested in this information. Cryptonovae does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. You acknowledge and agree that Cryptonovae is not responsible or liable in any manner for any Third-Party Content and undertakes no responsibility to update or review any Third-Party Content. Users use such Third-Party Content contained therein at their own risk.
THIRD-PARTY PRODUCTS AND SERVICES
Cryptonovae may provide or allow users to provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. Cryptonovae is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-Cryptonovae advertisers or third-party information on the Sites.
USER CONTENT AND INTERACTIVE SERVICES OR AREAS
The Sites may include interactive areas or services (“Interactive Areas”), such as forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials on the Sites (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to upload to, post, transmit, store, distribute, create or otherwise publish through the Sites any of the following:
- User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law or any rules of a securities exchange;
- User Content that is unlawful, libelous, defamatory, pornographic, obscene, lewd, indecent, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, fraudulent, inflammatory, or otherwise objectionable;
- User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; and
- User Content that, in the sole judgment of Cryptonovae, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose Cryptonovae or its users to any harm or liability of any type.
- You further agree that you are solely responsible for your conduct while on the Sites, and you agree that you will not do any of the following in connection with the Site or its users:
- Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Use the Site or the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner;
- Stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users;
- Cheat or utilize unauthorized exploits in connection with the Service;
- Send any unsolicited commercial messages;
- Circumvent or attempt to circumvent any filtering, security measures or other features Cryptonovae may from time to time adopt to protect the Sites, its users or third parties.
Cryptonovae takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Cryptonovae liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules set forth in these Site Terms is solely at Cryptonovae’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Sites will not contain any content that is prohibited by such rules. As a provider of interactive services, Cryptonovae is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although Cryptonovae has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, Cryptonovae reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Sites at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense. Any use of the Interactive Areas or other portions of the Sites in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites.
If you post User Content to the Sites, unless we indicate otherwise, you grant Cryptonovae and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Sites and the promotion thereof, including without limitation the right to use your name, likeness, voice or identity. You grant Cryptonovae and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if we choose. You understand and agree that the use of your or other users name, likeness, voice or identity in connection with various features on the Sites does not imply any endorsement of such feature or of the Sites of Cryptonovae unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.
ARTICLE 6. LIABILITY
6.1. PURCHASER’S LIABILITY
(a) You acknowledge that you alone are responsible for storing and using the CRYPTONOVAE tokens purchased by you under normal conditions of use, and in accordance with current legislation at the time and place of use.
(b) Accordingly, you will be personally liable for any damaging consequences arising from the abnormal, noncompliant, or inappropriate storage, transfer, or use of the CRYPTONOVAE tokens.
(c) You also acknowledge you have received all information and data necessary for you to determine the suitability of Cryptonovae tokens for your specific, planned use.
(d) You agree to provide Cryptonovae with your correct and updated personal details at the time of account creation and to update that information if changed. Cryptonovae reserves the right to request supporting documents from you to ensure the accuracy of the details you have supplied.
(e) You alone will be liable for the protection of credentials required to sign into the website. Cryptonovae cannot be held liable for any illegal or fraudulent use of your login.
(f) You assume full responsibility for the consequences of any theft or misuse of your Cryptonovae tokens by the members of your staff or any person to whom you have provided your login. The same applies for the loss of the login credentials and consequence lack of access to your wallet.
(g) You agree to defend, indemnify and hold harmless Cryptonovae, its affiliates, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Sites or your use of the Interactive Areas, including without limitation any actual or threatened suit, demand or claim made against Cryptonovae and/or its affiliates, independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Site Terms or your violation of the rights of any third party.
6.2. LIMITATION OF CRYPTONOVAE’S LIABILITY
In no event shall Cryptonovae, its directors, members, employees or agents be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Sites, the Services, the content or the materials contained in or accessed through the Sites, including without limitation any damages caused by or resulting from reliance by user on any information obtained from Cryptonovae, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Cryptonovae’s records, programs or services. In no event shall the aggregate liability of Cryptonovae, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the sites or the services or to these site terms exceed any compensation you pay, if any, to Cryptonovae for access to or use of the sites.
There are risks associated with using an internet based blockchain protocol (including the Cryptonovae we may create for you implementing a customized ERC-20 standard), including but not limited to, risks relating to hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account or the digital assets stored in your Wallet. You accept and acknowledge that Cryptonovae will not be responsible for any communication failures, disruptions, errors, distortions, delays or third-party fraud you may experience caused by circumstances beyond our reasonable control.
CRYPTONOVAE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON CRYPTONOVAE SITES CONTENT OR INFORMATION ON CRYPTONOVAE OFFERING DOCUMENT OR THROUGH USE OF CRYPTOCURRENCY OR CRYPTONOVAES INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO SITES OR SERVICES, (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE CRYPTONOVAE SITES OR ANY ASSOCIATED SERVICES, INCLUDING THE CRYPTONOVAE TOKENS.
Except as expressly provided to the contrary in a writing by Cryptonovae, the sites, the site materials contained therein and the services provided on or in connection therewith (the “services”) are provided on an “as is” basis without warranties of any kind, either express or implied. Cryptonovae disclaims all other warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the sites and the services, including the information, content and materials contained therein. Cryptonovae does not represent or warrant that materials in the sites or the services are accurate, complete, reliable, current or error-free. Cryptonovae does not represent or warrant that the sites or its servers are free of viruses or other harmful components.
Cryptonovae is not responsible for typographical errors or omissions relating to pricing, text or photography. While Cryptonovae attempts to make your access and use of the sites and the services safe, Cryptonovae cannot and does not represent or warrant that the sites or its server(s) are free of viruses or other harmful components; therefore, you should use industry-recognized software to detect and disinfect viruses from any download.
ARTICLE 7. RISKS
7.1. OVERALL RISKS
You understand that CRYPTONOVAE tokens, blockchain technology and other associated and related technologies are new, untested, and outside of CRYPTONOVAE’s exclusive control, and that adverse changes in the technology, broadly construed, will excuse CRYPTONOVAE’s performance under this Contract.
There are several risks inherent in the Project and the Initial Token Offering. You acknowledge that you have been warned of, understand, and accept those risks, which include, by way of example and not by way of limitation, the risks outlined below.
Due to unforeseeable material, conceptual, technical, and commercial changes before the final release, you do understand and accept that an upgrade of CRYPTONOVAE tokens may be required and that, if you decide not to participate in such an upgrade, you may no longer be able to use your CRYPTONOVAE tokens and that non-upgraded CRYPTONOVAE tokens may lose their functionality in part or in full.
You expressly acknowledge that the Initial Token Offering and the Project as presented on the website, and in any other informational document (such as the whitepaper, short paper, and more), may not come to fruition due to unforeseeable circumstances or may have to be abandoned due to technical, legal, or regulatory constraints, preventing the issuance of the CRYPTONOVAE tokens or their use as anticipated.
In addition, the technologies being used for the development of the Project, including blockchain, are evolving at a fast pace and innovations are constantly being introduced. Consequently, the features described above should be deemed purely illustrative and are not to be taken as established for use.
- LEGAL RISKS
Blockchain technologies, crypto-currencies, and projects financed through cryptocurrencies have been the subject of close scrutiny by various regulatory bodies around the world, including within the European Union.
There is a risk that in some jurisdictions the CRYPTONOVAE tokens might be considered to be a “security” or other regulated investment, either now or in the future, or might be considered to be some other type of regulated instrument.
CRYPTONOVAE believes, but does not give representations, warranties, or guarantees to this effect, that CRYPTONOVAE tokens are not a security or another form of regulated investment in relevant jurisdictions, with the exceptions mentioned above and in which the acquisition of CRYPTONOVAE tokens is prohibited, due to high local legal uncertainties regarding obtaining, sale, and usage of cryptographic tokens.
You are responsible for verifying, in the country of which you are a national or in which you are incorporated, as the case may be, as well as in any country in which you reside or conduct business, the local legislation, including tax laws and regulations, and bear the risk that CRYPTONOVAE tokens could be considered, now or in the future, a security or other regulated investment or instrument, or generate tax liability, in your jurisdiction.
Based on CRYPTONOVAE’s current understanding that CRYPTONOVAE tokens are not securities or another regulated investment when issued, CRYPTONOVAE does not intend to attempt to comply with securities or regulated investment offering laws in any jurisdiction; however, due to the continually changing regulatory environment worldwide, CRYPTONOVAE reserves the right to decide to register, obtain a license, or otherwise take action to attempt to comply with any new law or regulation that appears to apply the CRYPTONOVAE tokens and that could have a material adverse effect on (i) the website’s ability to conduct the Initial Token Offering and/or (ii) CRYPTONOVAE token holders’ ability to use their tokens.
- RISKS OF THEFT AND HACKING
Hackers or criminal groups or organizations may attempt to interfere with your wallet, the website or the availability of CRYPTONOVAE tokens in several ways, including, but not limited to denial of service attacks, Sybil attacks, malware attacks or consensus-based attacks, etc. CRYPTONOVAE cannot be held liable to you for such third-party actions.
- RISKS OF SECURITY WEAKNESSES IN THE WEBSITE AND CRYPTONOVAE TOKENS’ SOURCE CODE OR ANY ASSOCIATED SOFTWARE AND/OR INFRASTRUCTURE
There is a risk that third parties may intentionally or unintentionally introduce weaknesses or bugs into the source code that will interfere with the use of CRYPTONOVAE tokens or cause their loss. Again, CRYPTONOVAE cannot be held liable for such third-party actions.
- RISK OF MINING ATTACKS
As with other decentralized crypto-currencies, the blockchain which is used for the CRYPTONOVAE tokens, 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 CRYPTONOVAE tokens. CRYPTONOVAE cannot be held liable for such third-party actions.
- RISK OF LOW OR NO LIQUIDITY
CRYPTONOVAE gives no warranties and/or guarantees that CRYPTONOVAE tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, nor with regards to the volume of any such exchange.
Lack of liquidity may make it difficult or impossible for you to dispose of your CRYPTONOVAE tokens. CRYPTONOVAE will not intervene to facilitate the exchange of CRYPTONOVAE tokens for other cryptographic tokens or for fiat currency on third party exchanges. Moreover, any such exchange could be subject to poorly understood regulatory oversight. You hereby affirm your understanding that exchanging CRYPTONOVAE tokens for other cryptographic tokens and/or fiat money could expose you to fraud and/or failure of a transaction on any such exchange, CRYPTONOVAE does not give any warranties and/or guarantees with regards to any exchange service provider.
- RISK OF LOSS OF VALUE
Even though CRYPTONOVAE tokens are not financial instruments, they might be awarded certain monetary value by Purchasers and the market. CRYPTONOVAE provides no warranty in respect to CRYPTONOVAE token value and warns you that the value of CRYPTONOVAE tokens may fluctuate for a variety of reasons and that CRYPTONOVAE tokens may also lose their value entirely.
- RISK OF CHANGE/FEES
When the issuance or acquisition of tokens is expressed in legal tender, and regardless of the currency used to acquire CRYPTONOVAE tokens, foreign and fiat exchange risks will be borne by the purchaser. For the same amount of fiat contribution, depending on the variation in the exchange rates used to calculate the number CRYPTONOVAE tokens associated to this contribution, higher or lower exchange rates may apply.
- RISK OF UNINSURED LOSSES
CRYPTONOVAE tokens are entirely uninsured. At present, there are no public or private insurance agents providing Purchasers with coverage against a loss of CRYPTONOVAE tokens or a loss of value.
- INTERNET TRANSMISSION RISKS
You acknowledge that there are risks associated with using CRYPTONOVAE tokens, including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge and accept that CRYPTONOVAE shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using CRYPTONOVAE tokens, howsoever caused.
- RISK OF LOSS OF CRYPTONOVAE TOKENS DUE TO LOSS OF CREDENTIALS
You can only access your account using the credentials you have selected. You understand that if your credentials (and in particular your private key) are lost or stolen, the CRYPTONOVAE tokens associated with your account will be unrecoverable and permanently lost. We thus recommend that you store your credentials securely in one or more backup locations that are geographically separated from your work location and that you do not share these credentials with anyone. There is no recovery mechanism for lost keys, CRYPTONOVAE will not be able to help you retrieve or reconstruct a private key and/or provide you with access to any lost CRYPTONOVAE tokens.
- SPECULATIVE PARTICIPATION
Any participation in an Initial Token Offering is highly speculative. Purchases of CRYPTONOVAE tokens should be considered only if you are able to make a long-term commitment and are aware of the risk factors involved in such an Initial Token Offering. You should only purchase CRYPTONOVAE tokens if you are able to bear the risk of loss of your entire initial purchase and have no need for immediate liquidity of such purchase.
- UNANTICIPATED RISKS
Crypto-currencies and cryptographic tokens are a new, untested technology. In addition to the risks stipulated above, there may be additional risks that CRYPTONOVAE cannot foresee and for which it assumes no liability.
Investing in YAE tokens involves the risk of partial or total loss of the investment. There can be no assurance as to the liquidity of the tokens acquired during the offer, the existence of a secondary market for such tokens, the value of the tokens acquired during the offer and the equivalent value of these tokens in foreign currency. The YAE tokens do not constitute financial instruments within the meaning of European regulations (MIFID) and do not confer any other rights than those described in our pitch deck and technical white paper. In addition, the regulatory framework applicable to the offer and to the tokens and the tax regime applicable to the holding of the tokens are not currently defined in certain jurisdictions.
ARTICLE 8. MODIFICATIONS TO THE SITES
Cryptonovae reserves the right to change any and all content contained in the Sites and to modify, suspend or discontinue the Sites or any Services offered through the Sites or any features or functionality of the Sites or the Services at any time without notice and without obligation or liability to you.
ARTICLE 9. FORCE MAJEURE
(a) Force majeure is any event beyond the parties’ reasonable control, which they cannot reasonably foresee, avoid, or overcome, provided that its occurrence makes it impossible for at least one of the parties to fulfill its obligations to the other.
(b) In the context of this Contract, force majeure includes any event that adversely affects purchase execution (e.g., an earthquake, storm, or other extreme natural phenomenon, embargoes, riots, substantial change in the price of products such as software or hardware, failure of electrical supply, telecommunications, or other utilities, armed conflicts, labor disputes, or other industrial disturbances, acts or orders of the government, changes in laws or regulations, changes in blockchain technology (broadly construed), or changes in the Ethereum network or any other blockchain protocols, etc.).
(c) In the event that a party finds its performance to be impossible due to an event of force majeure, it shall promptly notify the other party by any and all means necessary, and the parties will then negotiate, in good faith, any changes required to ensure the continuity of their obligations.
(d) If, however, such impossibility exceeds three (3) months, the more diligent party may, without incurring any liability, terminate the contract between them, as reflected in this Contract, by giving notice in writing to the other party.
(e) CRYPTONOVAE may, in this situation, retain previously collected amounts, which are irrevocably acquired.
ARTICLE 10 TERMINATION
Notwithstanding any of these Site Terms, Cryptonovae reserves the right, without notice and in its sole discretion, to terminate your license to use the Sites, and to block or prevent future your access to and use of the Sites.
ARTICLE 11. SEVERABILITY
If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
ARTICLE 12. APPLICABLE LAW AND VENUE
These Site Terms and your use of the Sites shall be governed by and construed in accordance with the laws of France. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and courts located in Saint Nazaire (44), France and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.
Use of the Sites in violation of applicable laws is expressly prohibited. You are solely responsible for verifying that your use of the Sites and consummation of transactions contemplated by the Sites are permitted in your jurisdiction and comply with all applicable laws, regulations, orders and court decisions. If you have any questions regarding legality in your jurisdiction, please consult your legal counsel. When you access, resister for or use the Sites, you do so at your own risk, and you are solely responsible for complying with all applicable rules and regulations in connection with activities relating to the Sites.