TERMS OF SALE
TERMS AND CONDITIONS FOR TOKEN SALE
Last updated: 31 January 2018
Please read these terms and conditions (“T&Cs”) carefully. By making a contribution to IMMVRSE, a trading name of VRTUALISE LIMITED for the transfer of ImmVRse Tokens (“IMV”) after the token sale, you will be bound by these T&Cs and all terms incorporated herein by reference.
By accepting these T&Cs, you will be entering into a binding agreement with . These T&Cs contain provisions which affect your legal rights. Please note that this T&Cs contains a binding arbitration clause. If you do not agree to these T&Cs completely and/or partially, do not make a contribution for the purchase of IMVs. You also agree that you will binded by any updated clauses on this T&Cs, and that the Company reserves the right to update this T&C frequently.
PROHIBITION ON CONTRIBUTORS
Due to legal and regulatory uncertainty in the United States of America and Singapore, citizens and green card holders of and persons residing in the United States of America are prohibited from making contributions to ICO and participating in the Token Sale. Residents and citizens from the United States of America that participate in the Token Sale by providing false information about their citizenship, residency and/or nationality shall be in breach of these T&Cs and shall be required to indemnify ImmVRse in respect of any damages and/or losses suffered due to this breach in accordance with the indemnification provisions set out in these T&Cs.
STAKEHOLDERS TO THESE T&Cs
VRtualise Ltd is a company incorporated and registered in England and Wales with registration number 10623588 and shall be the creator of IMV under these T&Cs. There may be other entities within the VRtualise Ltd from time to time (“VRtualise Companies”) that will develop, manage and/or operate the related platform (or parts thereof) and references in these T&Cs to “IMMVRSE”, “Company”, “we”, “our” or “us” shall be to VRTUALISE LIMITED, IMMVRSE and their respective successors and assigns.
References in these T&Cs to “Contributor”, “your” or “you” are to the person/entity who accepts these T&Cs and agrees to make a contribution to IMMVRSE as set out in and on the terms of these T&Cs. You and IMMVRSE shall together be referred to as the “Stakeholders” and references to a “Party” shall be to the relevant one of them as the context requires.
You expressly agree that any claim or dispute arising from your use of our website and/or our services will be governed by the laws of England and Wales without regard to the conflict of law provisions thereof. You further agree that any such claims or disputes shall be resolved in England and Wales courts, and you agree to be subject to the personal jurisdiction in, and the exclusive venue of, such courts and waive any objection to such jurisdiction and venue for the purpose of litigating any such claim or dispute.
After contributing Ether (“ETH”) or Bitcoin (BTC) or United States Dollar (USD) to our contribution account, ImmVRse will carry out necessary audit in order to safeguard the funds Immvres Token (“IMV”), the contributor understands and accepts that the token will ONLY BE RELEASED after a thorough audit has been conducted after the end of the crowdsale.
A detailed description of the technology can be found on the ImmVRse whitepaper here: https://immvr.se/whitepaper/. The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of the Terms.
The Contributor understands and accepts that while the individuals and entities, including ImmVRse, assigned to this task will make reasonable efforts to develop and complete the ImmVRse ecosystem, it is possible that such development may fail and Contributor’s IMV become useless and/or valueless due to technical, commercial, regulatory or any other reasons.
The contributor is also aware of the risk that even if all or parts of the ImmVRse are successfully developed and released in full or in parts, due to a lack of public interest, the ImmVRse DApp could be fully or partially be abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The Contributor therefore understands and accepts that the transfer of ETH to the crowdsale and the creation of IMV carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created IMV if any, and attributed features of the IMMVRSE Ecosystem).
The Contributor furthermore understands and accepts that – as the creation of the IMV as well as the contribution to IMMVRSE are blockchain and smart contract based.
By transferring ETH to the crowdsale address, the Contributor expressly agrees to the terms and conditions set forth in Smart Contract System Code existing on the Ethereum blockchain deployed from the address verified by Clearify.io, verification of the contract and owner address is available at: https://clearify.io. The Contributor further confirms to have carefully reviewed the Smart Contracts procedure, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating IMV and contributing into our crowdsale for the development of the IMMVRSE.
This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a ImmVRse token creation at the end of the crowdsale.
By participating in the crowdsale, the Contributor also agrees that no form of partnership, joint venture or any similar relationship between the Contributors and IMMVRSE and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the IMMVRSE is created.
The contribution into the crowdsale may involve fiat currencies. Any changes will be notified immediately to the potential contributors.
IMV TOKEN DISTRIBUTION
Usage License; No Ownership, Revenue or Governance Rights
Usage License and Conversion Function: Ownership of IMV carries no rights, whether express or implied, other than a limited right (license) to use the IMMVRSE in the ecosystem and utilising the token as a Proof-of-Access.
Ownership, Revenue or Governance Rights
In particular, Contributor understands and accepts that ImmVRse Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the IMMVRSE or VRTUALISE. Although there are no voting rights for the token at the moment, there may or may not be voting rights for the token in future, and the decision entirely relies on the discretion of the board of directors.
ICO CONTRIBUTION PERIOD
The Crowdsale has been divided into three groups: Private Sale, Pre-ICO and ICO. The Pre-ICO Period which will be limited in time, and the Extended Creation Period which will be unlimited in time and reflect the “operational mode” of the IMV.
Private Sale: The Private sale will continue until launch of Pre-ICO period. Minimum contribution for private sale will be 10 Ether. It will continue until private sale cap has been reached (20% of 100,000,000IMVs).
Pre-ICO Period: The Pre-ICO Period starts on [DATE TO BE ANNOUNCED], and lasts for a maximum duration of 14 days. In any event, the Pre-ICO Period will last until the PRE-ICO cap has been reached (20% of 100,000,000IMVs).
Minimal Pre-ICO Period: Independent of the cap, the Pre-ICO Period will in any event last for at least 6 hours.
Pre-ICO Rate / Pricing: The Pre-ICO Rate during Pre-ICO Period for each IMV will be equals to USD 0.20 however, a 20% bonus will be provided.
Main-ICO: The ICO Token Rate during Main ICO Period for each IMV will be equals to USD 0.20 however:
- 10% Bonus will be provided for the 1st week
- 5% Bonus will be provided for the second week
Minimal Main ICO Period: The Main ICO will last at least one month, however, if the hard cap is reached, it will end immediately.
No Refund: The Contributor understands and accepts that all Contributions are final and may not be reversed. Contributions are non- refundable. By contributing to ImmVRse, the Contributor acknowledges that he has no right to request a refund for any reason.
Transferability of IMV during the Pre-ICO Period and after: IMV will remain non-transferable during the Pre-ICO Period and for a period thereafter to be determined by VRtualise Ltd. Only after an audit, the tokens will be released to the public.
Contribution Freezing and Crowdsale Pause: During the Initial and Main ICO period, ImmVRse may, for security reasons, at any time and at its sole discretion and may also pause the crowdsale.
Audit of the Smart Contract System
The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts. The technical experts have confirmed that the Smart Contract has, with regard to both accuracy and security, been programmed according to the current state of the art. However, the Contributor understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks.
Accordingly, while the audit conducted raises the level of security and accuracy, the Contributor understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract and the IMV are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of ETH and/or IMV.
The Contributor bears the sole responsibility to determine if his contribution into the Smart Contract System for the development of the IMMVRSE, the transfer of ETH, the creation, ownership, use or liquidation of IMV, the potential inflation or deflation in the value of IMV over time (if any), the allocation of IMV and/or any other action or transaction related to the IMMVRSE have tax implications for him or her. By creating, holding, using or liquidating IMV, and to the extent permitted by law, the Contributor agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of IMV or any other action or transaction related to the ImmVRse Tokens.
You acknowledge and agree that sending a contribution to IMMVRSE, the creation and issue of IMV and the development and deployment of the IMMVRSE Platform carries significant financial, regulatory and reputational risks, including but not limited to those set out in Schedule 2 of these T&Cs. BY MAKING A CONTRIBUTION TO IMMVRSE AND ACCEPTING THESE T&Cs YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS.
Dispute Resolution by Arbitration
PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH IMMVRSE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The parties agree to arbitrate solely on an individual basis, and that this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
[Notwithstanding the tribunal’s power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis.]
[In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the entire agreement to arbitrate will be null and void.
In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.]
Claimant shall have the right to opt out of this agreement to arbitrate by providing written notice of its intention to do so to VRtualise Ltd. or ImmVRse within 60 days of the execution of the contract.
No Class Arbitrations, Class Actions or Representative Actions
Any Dispute arising out of or related to these T&Cs is personal to you and IMMVRSE and will 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 will 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. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Other Risk Factors
Please read about the other risk factors here.
Safety and Security of Token Holders
By agreeing to the terms and conditions, you explicitly settle that you understand how blockchain and Ethereum works, and you have learned how to protect yourself and your funds.
By transferring and storing ImmVRse tokens using MyEtherWallet, you comply that you have understood with MEW’s disclaimer on their site, a part of the disclaimer includes:
Be safe & secure: We highly recommend that you read our guide on How to Prevent Loss & Theft for some recommendations on how to be proactive about your security;
Always backup your keys: MyEtherWallet.com & MyEtherWallet CX are not “web wallets”. You do not create an account or give us your funds to hold onto. No data leaves your computer / your browser. We make it easy for you to create, save, and access your information and interact with the blockchain;
Until ImmVRse develops its own secure ERC20 wallet, MyEtherWallet will be one of the best options to store ImmVRse tokens. However, due to a client-side architecture which interacts with Ethereum chain, you understand that cannot recover your funds or freeze your account if you visit a phishing site or lose your private key. You clearly agree that MEW is an Interface and therefore you will be responsible for storage and safety of your ImmVRse tokens.
Due to binding clauses in relation to smart contracts, you also approve to the following:
- You are simply using MyEtherWallet’s interface to interact directly with the blockchain;
- If you send your public key (address) to someone, they can send you ImmVRse tokens;
- If you send your private key to someone, they now have full control of your account;
- In order to view your transactions, you may use etherscan.io or ethplorer.io to check balance of your tokens, however, ImmVRse does not have a direct relation with any of the companies, as they are explorers for the Ethereum blockchain and allow the contributors or tokens holders to view balance for ImmVRse tokens or any other ERC20 tokens.
PLEASE READ THE FOLLOWING BINDING CLAUSE CAREFULLY. BY ACCEPTING T&CS, YOU AGREE TO COMPREHEND THAT IF YOU USE MYETHERWALLET, OR ANY OTHER 3RD PARTY CLIENT-SIDE INTERFACE, ETHEREUM WALLET THAT ARE ABLE TO STORE IMMVRSE TOKENS, WE CANNOT:
- ACCESS YOUR ACCOUNT OR SEND YOUR FUNDS FOR YOU TO A 2ND OR 3RD PARTY;
- RECOVER OR CHANGE YOUR PRIVATE KEY;
- RECOVER OR RESET YOUR PASSWORD;
- REVERSE, CANCEL, OR REFUND TRANSACTIONS
You also approve that you will conduct your due diligence to:
- keep your private key and password safe. Your private key is sometimes called your mnemonic phrase, keystore file, UTC file, JSON file etc.
- IF YOU LOSE YOUR PRIVATE KEY OR PASSWORD, NO ONE CAN RECOVER IT
- If you enter your private key on a phishing website, you will have all your funds taken
IMMVRSE WILL NOT BE HELD LIABLE FOR ANY FUNDS LOST VIA ANY EXCHANGES.
IMMVRSE WILL NOT BE HELD LIABLE FOR ANY FUNDS LOST VIA ANY THIRD-PARTY WEBSITE.
ImmVRse will not be able to recover funds to from your wallet if any of your wallet is compromised after the tokens have been distributed. You are responsible for the safety of your funds and you agree waive your rights hold ImmVRse responsible for such accidents.
Protecting Yourself from Loss of Funds in The Event of Hack
The terms and conditions also waive the responsibility of ImmVRse or VRtualise Ltd in case of the private key or password being lost. If ImmVRse tokens were sent to an account and in any event the contributor, backer or any party loses their private key or password, you come to an agreement that it might become impossible to restore the funds, unless, the funds are stored in a secure hardware wallet, which may allow you to recover your private key using recovery seed.
You also agree that you will:
- Make a backup of your private key and password and not store any information on your computer;
- Store this paper or USB drive in a different physical location. A backup is not useful if it is destroyed by a fire or flood along with your laptop;
- Do not store your private key in Dropbox, Google Drive, or other cloud storage. If that account is compromised, your funds will be stolen; and
- It’s a safer option to purchase a hardware wallet to store IMV.
Global Market Impact and Brexit Clause
GENERAL GLOBAL MARKET AND ECONOMIC CONDITIONS MAY HAVE AN ADVERSE IMPACT ON IMMVRSE.
VRTUALISE LTD or the IMV Tokens may be affected by newly implemented regulations
BREXIT TRIGGER, RENEGOTIATION AND TERMINATION CLAUSE
Brexit means the UK ceasing to be a member state of the European Union, [regardless of which countries comprise the UK at such date OR provided that the UK includes [England] [Scotland], [Wales] [Northern Ireland] at such date].
Brexit Trigger Events.
A Brexit Trigger Event means any of the following events [if [directly] [solely] caused by Brexit [or any discussions, proposals, negotiations or any other steps taken by the UK government or a body in any other jurisdiction in anticipation of or related to preparation for Brexit]]:
(a) Change in Law: a change in the Law or a new requirement to comply with any existing Law or existing Law ceasing to apply to a party. For these purposes, Law means any legal provision a party must comply with including any law, stature, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, enforceable EU right within the meaning of section 2 of the European Communities Act 1972, bye-law, regulation, order, mandatory guidance or code of practice, judgement of a court of law, or requirement of any regulatory body, whether in the UK or elsewhere;
(b) Trade tariff: in any jurisdiction, the imposition of, or a change to, a duty, tax or levy imposed on services provided on the ImmVRse platform;
(c) Licence or consent: in any jurisdiction, the loss of, a change to or the imposition of a new requirement for any licence or consent required by a party to perform the agreement or to commercially exploit the services provided on the ImmVRse platform including licences;;
(e) Other change: [a OR an unforeseeable (at the Effective Date of the contract)] change to the business or economic environment in which a party operates which is not caused by above or by any fluctuation in currency exchange rates.
An Adverse Impact means any one of the following:
(a) a [substantial] adverse impact on a party’s ability to perform the agreement in accordance with its terms and the Law;
(b) an increase in the costs incurred by ImmVRse in order to run the companies’ operation;
(c) the departure of a number of ImmVRse employees who reside within the EU;
(d) the price of the IMMVRSE Tokens fluctuates and falls over 30% due to the announcement of Brexit trigger date;
(e) a [substantial] adverse impact on the content creator’s ability to sell or commercially exploit the IMMVRSE Tokens (an impact on the Customer);
(f) inability of a company to hire content creators and thus depart the platform due to relocation or brexit trigger events.
Performance after a Brexit Notice. After delivery of a Brexit Notice, until this agreement is varied or terminated, the parties shall, unless prohibited by law, continue to comply with the terms of this agreement, [save that the party that served the Brexit Notice need only use reasonable endeavours to comply with its obligations insofar as they are affected by the relevant Adverse Impact].
Overlap with other rights and obligations.Save as expressly provided in this clause, neither a Brexit Trigger Event nor an Adverse Impact shall terminate or alter (or give any party a right to terminate or alter) this contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of this agreement, the provisions of this clause shall prevail.
This contract will cease to terminate if the contributor has sold all the ImmVRse tokens in possession and has removed any or all association with the anticipated ImmVRse decentralised platform.
Cryptocurrency trading is generally unregulated worldwide, extremely volatile, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regime which govern cryptocurrency or cryptocurrency markets. The Company or the IMV Tokens trading will be completely in the hands of the public, therefore public sentiment in the market might directly affect the price of the token. The price of token may also be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the ImmVRse platform and/or the anticipated ImmVRse hybrid decentralised application. This may impact the appeal of the ImmVRse platform. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the ImmVRse platform, the anticipated ImmVRse platform and the IMV Tokens. In scenarios such as the foregoing, the utility, liquidating, and/or trading price of IMV Tokens will be adversely affected or IMV Tokens may cease to be traded.