Terms and Conditions of POMZ Token Sale
Last updated: May 24, 2018.
PLEASE READ THESE TERMS AND CONDITIONS OF THE POMZ TOKEN SALE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF THE TOKEN SALE, DO NOT MAKE ANY CONTRIBUTION FOR THE PURCHASE OF POMZ TOKENS.
Your purchase of POMZ tokens (“POMZ”) from POMZ LC (“Company,” “we,” or “us”) is subject to these Terms and Conditions of the POMZ Token Sale (“Terms”). You and the Company shall each hereinafter be referred to as a “Party” and together you shall jointly hereinafter be referred to as the “Parties.”
By registering on the Website (as defined below) or by making a contribution for the purchase of POMZ tokens from us in order to participate in the POMZ token sale, including any pre-sale (“Contribution”), you shall be bound by these Terms and all the terms and policies incorporated by reference.
By accepting these Terms, you acknowledge that you have read these Terms, understand them, and had the opportunity to seek independent legal advice prior to agreeing to these Terms.
You also warrant and represent that you are (i) at least 18 years old and have full capacity to contract under applicable law; (ii) using legally-obtained funds that belong to you; (iii) not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us; and (iv) comporting with and obeying all applicable laws.
1. Other Applicable Terms and Project Documentation
The legally binding agreement concluded between you and us includes these and other applicable terms, rules, and policies, such as:
- The POMZ KYC Policy;
- The POMZ Terms and Conditions;
- The POMZ Cookies Policy;
Our website, available at https://pomz.com, including its subdomains (the “Website”), white paper, one-pager, as well as any other publications and materials (collectively, the “Project Documentation”) are solely of descriptive nature, do not constitute an offer, are not binding, and do not constitute a part of these Terms or an agreement between you and us. We may add to, update, or replace any documents or policies referred to in these Terms at our sole discretion, from time to time.
These Terms shall prevail in the event of any conflict between them and any other documents or policies referred to in these Terms.
2. Restricted Territories
We restrict and reserve the right to restrict contributions and participation in the POMZ token sale with respect to certain jurisdictions and/or citizens or residents of certain jurisdictions, countries, states, or territories, (i) where the legitimacy of token sales has been challenged, (ii) where token sales have become illegal, and (iii) that have been designated by the FATF as a “non-cooperative country or territory” (collectively, “Restricted Territories”).
Please note that, due to legal and regulatory uncertainty in the USA, US citizens and residents are prohibited from making Contributions and participating in the POMZ token sale.
You fully understand and agree that we are not liable if the country of your citizenship, residency, or location becomes restricted.
We may, based on our sole discretion, terminate these Terms, close your Account, and return your funds if you are a resident in one of the Restricted Territories.
We do not intend for Contributions to be made in the Restricted Territories or by residents or citizens of the Restricted Territories. The availability of the Project Documentation does not constitute an offer, solicitation, or invitation to make a Contribution or to participate in the POMZ token sale in such jurisdictions. The fact that the Project Documentation may be accessible in any such jurisdiction shall not be construed as a representation or warranty with respect to the legality of making Contributions, participation in the POMZ token sale, or accessing and using the Project Documentation.
It is your sole responsibility to determine the laws that apply in the location at which you are located or reside and you must understand your legal rights and responsibilities in regards to making Contributions and participating in the POMZ token sale. You should ensure that you act legally in your jurisdiction when registering on the Website, using the Project Documentation, or making a Contribution and you represent, warrant, and agree that you will do so.
3. Purpose and Use of POMZ
The Company proposes to develop a decentralized surveillance system (the “System”) and provide the relevant services to customers (the “Services”), a detailed description of which is provided in the Project Documentation.
POMZ are intended to function as a means of using the System and accessing the Services (as described in further detail in the Project Documentation) if and to the extent that the System is successfully developed and deployed.
POMZ do not represent equity, shares, royalties, rights to capital, dividends, interest, profit, or income in the entity issuing the coins, nor any other entity in any jurisdiction. In particular, you understand and accept that POMZ do not represent or entail any ownership rights or stake, shares, securities or equivalent rights, or any right to receive future revenue shares, intellectual property rights, or any other form of participation in or relating to the Company, its corporate affiliates, or its property, other than rights relating to the use of the System and access to the Services, subject to the limitations and conditions set forth these Terms and the Project Documentation.
POMZ are not designed or intended to achieve or entail any particular value outside the System.
POMZ do not constitute any form of currency, legal tender, or representation of money in any jurisdiction.
POMZ are not intended as a security, commodity, or any other kind of financial instrument. POMZ shall not be used or purchased for speculative or investment purposes.
We make no warranties or representations and offer no assurances that POMZ shall confer any actual or exercisable rights to the use, functionality, features, purpose, or attributes related to the System.
You are not entitled, for any purpose, to any of our intellectual property rights. We shall at all times retain ownership, including all rights, titles, and interests, as well as of all intellectual property rights, and you understand and accept that by making a Contribution or participating in the POMZ token sale you will not acquire or otherwise be entitled to any intellectual property rights of the Company.
4. Scope of the Terms
These Terms govern only your Contribution for the purchase of POMZ from us during the POMZ token sale.
Any potential future use of POMZ in relation to the System and/or Services shall be subject to and governed by other such applicable terms, conditions, and policies relating to the use of the System and/or Services. Such other terms shall be made available to users of the System and/or Services, if and when the System is successfully developed and deployed.
At any time, at our sole discretion, we may enter into a stand-alone agreement with any contributors under conditions which may be different from those set out in these Terms.
5. Contribution Procedures and Specifications
Total Number of POMZ to be Created and Sold:
∼5,000,000,000 POMZ to be created at most.
∼2,500,000,000 POMZ to be sold at most.
The price of 1.00 POMZ = 0.0000001 BTC.
Contributions shall be made in ETH or other cryptocurrencies that we make available for such purposes and must be sent from a wallet in which respect you can confirm ownership. Contributions shall be sent to our wallet address specified on your Account’s dashboard, which shall be made available to you upon acceptance of these Terms. To determine the amount of POMZ you will receive in exchange for the Contribution made in a cryptocurrency other than ETH, the applicable cryptocurrency exchange rate shall be used against ETH, quoted by https://coinmarketcap.com/.
Commencement and Duration of the Contribution Period:
February 1st, 2018, 7:00 a.m. UTC - March 1st, 2018, 7:00 a.m. UTC (pre-sale); presale hard cap: US$800,000
∼ March 10th, 2018 - April 30th, 2018 (The main token sale may be launched earlier if the presale is closed due to its hard cap being reached); soft cap: 150 BTC
Delivery of POMZ:
POMZ shall be sent via a smart contract to your Ethereum wallet within ∼7 days following the conclusion of the contribution period. Your Ethereum wallet shall be required to enable the Company to issue FTC to you via a smart contract.
If for whatever reason we are unable to deliver the POMZ within the foregoing targeted time period, we shall exercise reasonable endeavors to ensure that delivery shall is made within a reasonable time thereafter.
- POMZ shall be issued on the Ethereum platform in accordance with the ERC20 standard;
- The soft cap includes amounts received during the pre-sale;
- During the contribution period, we may run marketing campaigns, which may include bonuses, discounts, or the provision of POMZ for free;
- At any time prior to the completion of the token sale, we may either temporarily suspend or permanently abort the POMZ token sale for security or other reasons;
- In making a Contribution, you acknowledge and represent that you understand and have no objection to these procedures and material specifications.
6. Rejection of Contribution Requests, Cancellation, and Refunds
We reserve the right to refuse, reject, or cancel Contribution requests at any time at our sole discretion.
Your Contribution to us is final, and there are no refunds or cancellations except as may be required by applicable law or regulation, or as otherwise determined by us at our sole discretion prior to the completion of POMZ’s distribution following conclusion of the token sale.
We reserve the right to refuse or reject any Contributions made at any time at our sole and absolute discretion. To the extent that we (i) refuse or reject a Contribution, or (ii) if upon conclusion of the token sale, we have not received the equivalent of the soft cap in US dollars, we shall exercise reasonable endeavors to ensure that the Contribution is returned to you in the same cryptocurrency the Contribution was made in to the wallet specified on your Account.
However, you acknowledge and accept that, due to the Ethereum blockchain’s transaction and/or mining fees, you are unlikely to receive an amount equivalent to the amount of your Contribution and that the refunded amount shall be reduced by the amount of such transaction expenses. We will exercise reasonable endeavors to ensure that refunds are made within a reasonable time.
7. KYC and Personal Information
We may determine the necessity, at our sole discretion, to obtain certain information about you to ensure compliance with applicable law or regulations with reference to your Contribution for the purchase of POMZ. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to distribute POMZ to you until you provide such requested information and we have determined that it is permissible to distribute POMZ to you under applicable law or regulations.
To read about this in greater detail, please refer to our KYC Policy.
8. Issue and Delivery of POMZ
We shall keep a record of all Contributions received at our wallet address(es), including details as to the time the Contribution was received, the amount of the Contribution, and the wallet address from which the Contribution was sent.
In order to receive POMZ or a refund (when applicable), you must have an Ethereum wallet that supports the ERC20 token standard, and you must notify the Company as to the details of your Ethereum wallet.
We reserve the right to prescribe additional conditions relating to the specific wallet requirements at any time at our sole discretion.
Upon conclusion of the token sale and provided that we are able to successfully identify and verify you according to the POMZ KYC Policy, we shall send the subsequent instructions via a smart contract to issue the POMZ to your Ethereum wallet.
You acknowledge and agree that the transfer of the title to, and risk for the loss of, POMZ shall pass from us to you, and shall occur, in the Republic of Seychelles.
Upon the receipt of your Contribution, such a Contribution shall immediately become the sole and exclusive property of the Company who shall be entitled to apply the contribution towards the development of the System and Services and other expenses relating to our business, including, but not limited to, as specified in the Project Documentation. We shall determine the application of your Contribution, acting at our sole discretion, and we shall be under no obligation to inform you or otherwise verify how your Contribution is used.
9. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with making a Contribution for the purchase of POMZ, holding POMZ, and using POMZ in conjunction with the System and Services, as disclosed and explained in Exhibit A.
The list of risks specified in Exhibit A is not comprehensive, and it may not contain risks which cannot be predicted at the present time. If you are not sure that you can estimate the probability of the occurrence of such risks by yourself, you are advised to contact the appropriate type of professional (a lawyer, auditor, adviser, or engineer) before making a Contribution.
BY MAKING A CONTRIBUTION FOR THE PURCHASE OF POMZ, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for undertaking reasonable measures to secure your Ethereum wallet or other storage mechanisms you may use to hold the POMZ you received from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your POMZ. We are not responsible for any such losses.
We hereby disclaim any and all liability for any security breaches or other acts or omissions that may result in losses for you or your loss of access to POMZ.
The Contribution that you make excludes all applicable taxes. You are responsible for determining what, if any, taxes are applicable to your Contribution and acquisition of POMZ, including, for example, income, capital gains, sales, use, value added, and other similar taxes. It is also your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. We are not responsible for the withholding, collection, reporting, or remission of any income, capital gains, sales, use, value added, or other similar taxes arising from your Contribution and further ownership, use, sale, transfer, or liquidation of POMZ.
12. Representations and Warranties
By making a Contribution and participating in the POMZ token sale, you represent and warrant that:
- You have read and understand these Terms, including Exhibit A;
- You have the necessary authority and consent to these Terms, to enter into a binding agreement with us, and to fulfill the obligations set out herein;
- You acknowledge that you fully understand the contents of the Project Documentation and you are making a Contribution and participating in the POMZ token sale with the intention of fully accepting the risk of the System’s failure;
- If you are making a Contribution on behalf of any entity, you are authorized to accept these Terms on behalf of such an entity, and that such entity shall be responsible for you or any other employee or agent of the entity’s breach of the Terms (references to “you” in these Terms refer to you and such an entity, jointly);
- You are not a citizen or resident of a Restricted Territory, nor are you making a Contribution from a location within a Restricted Territory, nor are you an entity incorporated, established, or registered in or subject to the laws of a Restricted Territory, nor are you making a Contribution and participating in the POMZ token sale for or on behalf of any such person or entity;
- You are not, nor are you the agent of a citizen or resident of a country or territory in which access to or use of the System or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act;
- You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, such as ETH, token storage mechanisms, blockchain technology, and blockchain-based software systems to understand these Terms and appreciate the risks and implications of making a Contribution or participating in the POMZ token sale;
- You have obtained sufficient information on POMZ, the System, and the Services to make an informed decision about making a Contribution and participating in the POMZ token sale;
- You understand the restrictions and risks associated with the creation of POMZ as set forth herein, and acknowledge and assume all such risks;
- You understand, acknowledge, and assume the risks associated with the acquisition, holding, and use of POMZ in conjunction with the System and Services, as explained and disclosed in these Terms and Exhibit A;
- You understand that POMZ entail only the right to use the System and access the Services, and confer no other rights of any sort with respect to us, our affiliates, or property, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You are making a Contribution or participating in the POMZ token sale solely for the purpose of contemplated use of the System and access to the Services, fully aware of the commercial risks associated with the Company. You are not making a Contribution or participating in the POMZ token sale for any other purposes, including, but not limited to, any investment, whether speculative or for other financial purposes;
- Your Contribution and participation in the POMZ token sale comply with the applicable laws and regulations within your jurisdiction, including, but not limited to, (i) your legal capacity and any other applicable legal requirements in your jurisdiction in regards to making the Contribution, participating in the POMZ token sale, using POMZ, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such Contribution, and (iii) any governmental or other permissions that may need to be obtained;
- You will comply with any applicable tax obligations in your jurisdiction in conjunction with your Contribution and participation in the POMZ token sale;
- Any Contribution you make to us is not derived from or associated with any unlawful sources or activities, including, but not limited, to money laundering or terrorist financing activities;
- You shall not use POMZ to finance, engage in, or otherwise support any unlawful activities;
- You have carefully reviewed the code of the smart contract located on the Ethereum blockchain and fully understand and accept its functions.
You waive the right to participate in a class action lawsuit or a class-wide arbitration against us or any of our employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, or assigns.
These representations and warranties are in addition to, and not in lieu of, any other representations and warranties set forth in these Terms.
To the fullest extent permitted by applicable law, you shall indemnify, defend, and hold us and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (the “Company Parties”) harmless from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys’ fees) that arise from or relate to: (i) your Contribution for, acquisition of, or use of POMZ, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any of the rights of any other person or entity. We reserve the right to exercise sole control in defense, at your expense, against any claim subject to indemnification under this Section.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED BY US IN WRITING, (I) POMZ ARE DISTRIBUTED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES WITH RESPECT TO POMZ AND/OR SMART CONTRACT TECHNOLOGY (WHICH IS STILL IN ITS EARLY STAGE OF DEVELOPMENT AND ITS APPLICATION IS CURRENTLY OF AN EXPERIMENTAL NATURE, WHICH CARRIES SIGNIFICANT OPERATIONAL, TECHNOLOGICAL, FINANCIAL, REGULATORY, AND REPUTATIONAL RISKS), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR APPROPRIATENESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (II) WE DO NOT REPRESENT OR WARRANT THAT POMZ AND/OR SMART CONTRACT TECHNOLOGY ARE RELIABLE, CURRENT, ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN POMZ AND/OR SMART CONTRACT TECHNOLOGY WILL BE CORRECTED; AND THAT (III) POMZ AND/OR SMART CONTRACT TECHNOLOGY ARE FREE OF ANY DEFECTS, WEAKNESSES, VULNERABILITIES, VIRUSES, OR BUGS WHICH COULD CAUSE, INTER ALIA, THE COMPLETE LOSS OF YOUR CONTRIBUTION AND/OR POMZ.
Some jurisdictions do not allow the exclusion of certain warranties or the disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL WE OR ANY OF THE COMPANY’S ASSOCIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, RELATED TO LOSS OF REVENUE, INCOME, OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR CONTRIBUTION, PARTICIPATION IN THE TOKEN SALE, OR USE OF POMZ OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY’S ASSOCIATES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE POMZ, EXCEED THE AMOUNT YOU CONTRIBUTED TO US WITH RESPECT TO THESE POMZ.
THE FOREGOING LIMITATIONS SHALL NOT LIMIT OR EXCLUDE OUR LIABILITY FOR GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL, WILLFUL, OR RECKLESS MISCONDUCT.
WE EXPRESSLY DISCLAIM ANY LIABILITY WITH RESPECT TO THE LAWS OF OTHER JURISDICTIONS WHERE YOU MAY BE ESTABLISHED OR A RESIDENT.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
We may terminate these Terms without cause with notice to you.
We may terminate these Terms as provided in other Sections of these Terms, and/or if:
- You are in material breach of these Terms;
- We become aware that you are involved in prohibited practices, including, but not limited to, in the event that your wallet(s) or your identification information bears any risks of crime, fraud, money laundering, or other significant risk factors or that you have already been associated with fraud or any misrepresentation;
- It is set out in our KYC Policy;
- We are requested to do so by the police, any regulatory authority, or court;
- According to our reasonable opinion, your Contribution may be detrimental to our reputation and to the reputation of our partners.
In the event we terminate these Terms for cause, we may, at our sole discretion, suspend or withhold your Contribution, and/or recover from your Contribution the amount of any losses and damages. The rights set out herein are without prejudice to any other rights that we may have against you under these Terms or otherwise.
17. Dispute Resolution and Arbitration
Binding Arbitration. Notwithstanding any disputes, claims, suits, actions, causes of action, demands, or proceedings (collectively, “Disputes”) in which either Party is seeking injunctive or other equitable relief for alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents, you and we (i) waive your and our respective rights to bring about any and all Disputes arising from or related to these Terms to be resolved in a court, and (ii) waive your and our respective rights to a jury trial. Instead, you and we shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
No Class Arbitrations, Class Actions, or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and us and shall be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Furthermore, a Dispute cannot be brought on behalf of a class or other type of representative action, whether within or outside arbitration, or on behalf of any other individual or group of individuals.
Notice and Informal Dispute Resolution. Each Party shall notify the other Party in writing of any Dispute within thirty (30) days following the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. A notice directed to us shall be sent by email to [email protected] A notice to you shall be sent by email to the then-current email address on your Account. Your notice must include (i) your name, postal address, email address, and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and we cannot agree on a means of resolving the Dispute within thirty (30) days following the date the notice is received by the applicable Party, then either you or we may, as appropriate and in accordance with this Section, initiate an arbitration proceeding or, to the extent specifically envisaged in this Section, file a claim in court.
Arbitration Rules. Any Dispute in conjunction with these Terms or any breach, termination, or invalidity thereof, shall definitively be settled via arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply in a case where the amount in dispute does not exceed US$100,000. In cases where the amount in dispute exceeds US$100,000, the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator in cases where the amount in dispute exceeds US$100,000, but not US$1,000,000. In cases where the amount in dispute exceeds US$1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute shall include the claims made in the Request for Arbitration and any counterclaims made in Response to the Request for Arbitration. The seat of arbitration shall be in Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. The arbitrator shall have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination as to whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
Severability of Dispute Resolution and Arbitration. Should any term, clause, or provision of this Section be held invalid or unenforceable, it shall thus be held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section shall remain valid and enforceable. Furthermore, the waivers set forth in this Section are severable from the other provisions of these Terms and shall remain valid and enforceable, except as prohibited by applicable law.
18. Governing Law
These Terms shall be governed by, construed, and enforced in accordance with the laws of England and Wales, without regard to conflicting law rules that would call for the application of the laws of any other jurisdiction.
Severability. Should any term, clause, or provision of these Terms be deemed unlawful, void, or unenforceable, then such a term, clause, or provision shall be severable from these Terms and shall not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
The Entire Agreement. These Terms constitute the entire agreement between you and us in regards to your Contribution and participation in the POMZ token sale.
Modifications and Amendments. We may make changes to these Terms from time to time as reasonably required for compliance with applicable laws or regulations. In the event that we make amendments, we shall post the amended Terms on the Website and update the “Last Updated” date above. The amended Terms shall take effect immediately. It is your responsibility to check up on the Website regularly for any notices and updated Terms.
Assignment. We may assign our rights and obligations under these Terms. You may not assign, sublicense, or otherwise transfer any of your rights or obligations in any manner under these Terms.
No Waiver. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such a right or provision.
Force Majeure. We shall not be held liable for any delay or failure to fulfill any obligation under these Terms if such a delay or failure has resulted due to any causes beyond our reasonable control.
Independent Parties. Making a Contribution and participation in the token sale do not create any form of partnership, joint venture, or any other similar relationship between you and us.
No Third-Party Beneficiaries. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to entail third-party beneficiary rights upon any other person or entity.
Consent to Electronic Communication. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, shall be provided in electronic form.
20. Exhibit A. Certain Risks Related to the Acquisition, Use, Holding, Sale, or Transfer of POMZ
As noted elsewhere in these Terms, POMZ are not structured or sold as securities or any other form of investment products. Accordingly, none of the information presented in this Exhibit A is intended to form the basis for any investment decision, and no specific recommendations are intended. We expressly disclaim any and all responsibility for any direct or consequential losses or damages of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit A, (ii) any error, omission, or inaccuracy in any such information or (iii) any action resulting from such information.
By making a Contribution, participating in the POMZ token sale, holding POMZ, or using POMZ, you expressly acknowledge and assume the following risks:
Risk of Loss of Access to POMZ Due to the Loss of Private Key(s), Custodial Error, or Purchaser Error. A private key, or a combination of private keys, is necessary to control and dispose of POMZ stored in your digital wallet or vault. Accordingly, the loss of requisite private key(s) associated with your digital wallet or vault used to store POMZ shall result in the loss of such POMZ. Moreover, any third party that gains access to such private key(s), including by gaining access to the login credentials of a digital wallet or vault service you use, may be able to misappropriate your POMZ. Any errors or malfunctions caused by or otherwise related to your digital wallet or vault you choose to receive and store POMZ in, including your own failure to properly maintain or use such a digital wallet or vault, may also result in the loss of your POMZ.
Risks Associated with the Ethereum Protocol. Because POMZ, smart contracts, and the System are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have a material adverse effect on POMZ, smart contracts, the System, and/or the Services. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to POMZ, the System, and/or the Services, including the use of POMZ for obtaining the Services by rendering the cryptographic consensus mechanism ineffective, the underpinning of the Ethereum protocol.
Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or organizations may attempt to interfere with POMZ, the System, and/or the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing.
Risk of Uninsured Losses. Unlike bank accounts or accounts at other financial institutions, POMZ are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of the loss or loss of utility value, there is no public insurer or private insurance we have arranged to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory status of POMZ and distributed ledger technology are unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to laws and regulations affecting distributed ledger technology and its applications, including POMZ, the System, and/or the Services. Regulatory actions could negatively impact POMZ, the System, and/or the Services in various ways, including, for illustration purposes only, through the determination that POMZ are a regulated financial instruments or securities that require registration and/or licensing. We may cease operations in a jurisdiction in the event that regulatory actions, or changes to laws or regulations, render it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such a jurisdiction.
Risks Associated with Taxation. Purchasing POMZ may result in adverse tax consequences for you, including the imposition of withholding taxes, income taxes, and tax reporting requirements. You should seek tax advice from your own tax counsel in conjunction with making a Contribution and holding, acquiring, selling, or transferring POMZ.
Risk of Alternative Platforms. It is possible that alternative platforms could be established that utilize the same technology and protocol underlying the System and attempt to facilitate services that are materially similar to the Services. The System may compete with these alternative platforms, which could negatively impact the System, Services, and POMZ, including POMZ’s utility for obtaining the Services.
Risk of Insufficient Interest in the System or Distributed Applications. It is possible that the System will not be used by a large number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of platforms, such as POMZ in general. Such a lack of use or interest could negatively impact the development of the System and the potential the utility of POMZ, including its utility for obtaining the Services.
Risks Resulting from the Market in Which the System Operates. The surveillance market and, accordingly, POMZ, the System, and the Services are subject to a variety of federal, state, and international laws and regulations, including some with respect to personal identifiable information, data protection, privacy, security, competition, consumer protection, data security, etc. These laws and regulations, and the interpretation or application of these laws and regulations, could change and vary from country to country. In addition, new laws or regulations affecting POMZ, the System, and the Services could be enacted, which could impact the utility of POMZ, including POMZ’s utility for obtaining the Services. Additionally, the System and Services, their users, and customers are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. Should any of these parties fail to comply with any of these licensing requirements or other applicable laws or regulations, or should such laws and regulations or licensing requirements become more stringent or otherwise are expanded, it could have an adverse impact on POMZ, the System, and the Services, including POMZ’s utility for obtaining the Services.
Risks Associated with the Development and Maintenance of the System. The System is still undergoing development and may exhibit significant changes over time. Although we intend for POMZ and the System to follow the specifications set forth in the Project Documentation, and will take commercially reasonable steps toward those ends, we may have to make changes to the POMZ or System specifications for any number of legitimate reasons. This could create the risk that POMZ or the System, as further developed and maintained, may not meet your expectations at the time the POMZ is purchased. Furthermore, despite our good faith efforts to develop and maintain the System, it is still possible that the System will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the System and the potential utility of POMZ, including its utility for obtaining the Services.
Hard-Fork Risk. The System will need to undergo substantial development works as part of which it may become the subject of significant conceptual, technical, and commercial changes before its release. As part of the development, an upgrade to POMZ may be required (POMZ hard-fork) and, should you decide not to participate in such an upgrade, you may no longer be able to use your POMZ and any non-upgraded POMZ may forfeit all of its functions.
Risk of Unfavorable Fluctuation in Currency Value: We intend to use the Contributions to fund the development of POMZ, the System, the Services, and various other operating expenses. The Contributions received will be denominated in ETH or other cryptographic currencies, and may be converted into other cryptographic and fiat currencies. If the value of ETH or other currencies fluctuates unfavorably during or after the contribution period, we may not be able to fund the development of, or may not be able to maintain, the System, and/or the Services in the manner we intend.
Risk of the Company’s Dissolution. It is possible that, due to any number of reasons, including, but not limited to, failure in commercial relationships or intellectual property ownership challenges, we may no longer be viable for operation and the Company may dissolve.
Risks Arising from a Lack of Governance Rights. Because POMZ entails no governance rights of any kind with respect to the System or the Company, we shall make all decisions involving the System or the Company at our sole discretion, including, but not limited to, decisions to discontinue the System, to issue more POMZ for use in the System, or to sell or liquidate the Company. These decisions could adversely affect the System and the utility of the POMZ that you hold, including POMZ’s utility for obtaining the Services.
Cryptographic tokens such as POMZ are a new and untested technology. In addition to the risks listed in this Exhibit A, there are other risks associated with your Contribution, participation in the POMZ token sale, acquisition of POMZ, holding of POMZ, and use of POMZ, including some which we cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit A.