RESTRICTED JURISDICTIONS: UNITED STATES OF AMERICA, PEOPLE’S REPUBLIC OF CHINA, IRAN, NORTH KOREA, BOSNIA AND HERZEGOVINA, ETHIOPIA, IRAN, IRAQ, SYRIA, TRINIDAD AND TOBAGO, TUNISIA, VANUATU, YEMEN.
PLEASE NOTE THAT CITIZENS OR RESIDENTS OF RESTRICTED JURISDICTIONS MAY NOT PARTICIPATE IN THE TOKEN SALE. IF YOU ARE NOT CITIZEN OR RESIDENT OF A RESTRICTED JURISDICTION, YOU MAY ONLY PARTICIPATE IF YOU ARE OUTSIDE OF ANY RESTRICTED JURISDICTIONS AT THE TIME OF THE PURCHASE.
Date Posted: June 7, 2018
Last Updated: Aug 24, 2018
PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SUBSEQUENT SECTIONS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of Ethereum-based ERC20-compatible REW Tokens (collectively, “REW” or “Tokens”) during the Presale (“Presale”) Period (defined below) or Token sale (the “Token Sale”) period (the “Token Sale Period” and together with the Presale Period, the “Creation Period”) from RN SOFTWARE TRUSTEES LTD. (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and Company is a “Party,” and, together, you and the Company are the “Parties.” The Presale and Token Sale are referred to collectively herein as the “Token Sale” unless otherwise noted.
These Terms take effect when you (1) click an “I Agree” button, check box or other indicator of agreement presented with these Terms and (2) when we receive payment in full (“Effective Date”). By purchasing Tokens from us during the Creation Period, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]
You and Company agree as follows:
The purpose of the Tokens is to facilitate use of the related services (collectively, the “Services”) through the Review.Network platform (the “Platform”) created and released by Company. Specifically, Tokens are designed to encourage the fair use of the platform by the users, incentivize users to be honest by rewarding truthful behavior, penalize users who submit false reviews or surveys, and incentivize users to engage with one another in a way that will lead to the creation of high quality content. Tokens will be fundamental in the two main business activities, market research and user reviews, which are designed to complement one another with their respective advantages. Besides earning tokens from completing surveys, users can also earn tokens by writing and validating reviews (as defined in the Validation Protocol section of the White Paper). The more activity on the platform may result to more token rewards and an improved reputation for the user.
As such, the Tokens are intended to facilitate interaction on the Review.Network Platform, which is intended to have the functionality set forth in Schedule 1. Important additional details regarding the Platform, Services, Product, and Company are provided in the White Paper, available at https://review.network/static/assets/whitepaper/whitepaper.pdf (the “White Paper”).
The Tokens do not confer any rights other than rights relating to the provision and receipt of Services in the Platform, subject to limitations and conditions in the applicable Platform Terms and Policies (as defined below). In particular, you understand and accept that Tokens do not represent, constitute or confer:
As such, protections offered by applicable law in relation to the acquisition, storage, sale, and/or transfer of the instrument and/or investments of the types referred to above shall not apply to any contribution made under these Terms for the acquisition of Tokens or to your storage, sale, and/or transfer of the Tokens.
We make no warranties of title or implied warranties of merchantability of fitness for a particular use with respect to the Tokens or their functionality, features, purpose, or attributes in connection with the Platform. As a result, you may never receive delivery of Tokens, and you may lose the entire amount of the payment you make to the Company.
As we have limited ability to control third parties’ use of the Platform, our responsibility or liability for the actions of third parties on the Platform is limited.
Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the Token Sale Period.
To the extent of any conflict with these Terms, the Platform Terms and Policies, which you must agree to in connection with these Terms, shall control with respect to any issues relating to the use of Tokens in connection with providing or receiving Services on the Platform.
In order to be eligible to participate in the Token Sale, you will have to provide us personal information, as requested (your “User Credentials”).
You must also have a wallet or other storage mechanism (“Wallet”) that supports the ERC20 token standard in order to receive any Tokens you purchase from us and provide the address for your Wallet (the “Token Receipt Address”). We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. You must have the ability to send funds to the accounts that we provide.
We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from your failure to provide a Token Receipt Address or providing an inaccurate or incomplete Token Receipt Address, or not fulfilling the Know Your Client criteria and requirements.
Your purchase of REW Tokens from us during the Creation Period is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation or (ii) if you do not comply with our Know Your Client requirements (in which case, a penalty may be levied).
If any of (i) or (ii) occurs, then any funds sent by you to purchase Tokens may be returned (minus any applicable penalties and fees) and the purchase and sale will be considered not made. We reserve the right to refuse or cancel Token purchase requests at any time in our sole and absolute discretion and to stop the Presale or Token Sale entirely. To the extent that we refuse or reject a payment, we will exercise reasonable endeavors to secure that the payment is returned to originating account. However, we do not warrant, represent, or offer any assurances that we will be able to successfully recover and/or return such payments, and, in any event, you accept that any return of your payment will be net of any fees and/or penalties applied at the time the payment is made and thereafter until returned (if so returned).
We will provide you web-based support only, which may include email, web forums, and knowledge-based support. We will not provide telephone or live support. Our support email is [email protected]
The native token of the Review.Network platform is called an REW token. It is a utility token that allows companies to gain access to the market research tools on the platform, and enables users to get rewards by answering surveys and generating quality reviews. REW is based on the Ethereum blockchain and is fully ERC20 compliant. We are using the ERC20 standard because we can focus on the utilization of the token, and not on the wallet or blockchain features creation.
The creation and functionality of the REW Token is described in the latest version of the White Paper which is published in the Company’s website.
Presale Period and Token Sale Period:
Presale Period: REW Tokens Presale begins 1st of July 2018 for an initial period on an only basis, beginning on 1st of July 2018 12PM GMT and ends 30th September 12PM GMT (the “Presale Period”).
Token Sale Period: The Token Sale Period will begin on 1st of October 2018 12pm GMT, and end within (i) 61 days 30th of November 12PM GMT, (ii) when the Company has received a maximum contribution of the equivalent of €22.5Million in ETH, BTC, BCH, LTC (calculated to the Applicable Exchange Rate) or (iii) when the Company, in its sole discretion, terminates the Token Sale.
Once the Token Sale Period ceases, any transfer to the Token Sale receiving addresses will not be compensated with REW tokens and any amount sent will not be refunded.
The “Applicable Exchange Rate” shall be calculated according to the average of the exchange rate “Close” price denoted in euros for the two calendar days prior to and not including the date on which the Token Sale period begins, as specified on coinmarketcap.com.For the avoidance of doubt, notwithstanding the date and time any crypto currency are contributed pursuant to these Terms, your contribution amount shall be valued in accordance with the Applicable Exchange Rate, irrespective of the exchange rate as of the date and time any ETH, BTC, BCH, LTC was sent to the address specified by us.
The applicable Token Pools, Investment Stages, and Discounts will always be defined as the ones described in the most current White Paper https://review.network/static/assets/whitepaper/whitepaper.pdf
Minimum / Maximum Contribution Amounts Per User: The minimum and maximum contribution per user is always defined in the most current White Paper https://review.network/static/assets/whitepaper/whitepaper.pdf
Creation and Allocation of REW TOKENS: The process of allocation of REW TOKENS by the Platform is initiated by you sending an amount of USD, EUR, ETH, BCH, LTC or Bitcoin to the Company or Platform, located on the Ethereum blockchain at the addresses set forth on the Company Site, as follows:
The Stages of the REW TOKEN issuing and sale will be defined in the most current version of the White Paper https://review.network/static/assets/whitepaper/whitepaper.pdf.
Excluded Contributions. The only acceptable payments are ETH, Bitcoin, Bitcoin Cash, Litecoin, EUR and USD during the Token Sale Period. Any other type of payment, including any type of fiat, cryptocurrency, or ERC20 token will not be accepted. You are advised NOT to send any cryptocurrency from exchanges like Coinbase, Poloniex or Kraken. In addition, DO NOT make use of any multi-signature wallet as we will not support them and your transaction will not be accepted. By doing so your cryptocurrency may be permanently lost, and the REW TOKENS may not be distributed.
Transferability of REW TOKENS. During the Creation Period. Any and all REW TOKENS will be locked, and are therefore not transferable, until the Creation Period has ended as set forth on https://review.network. After the end of the Token Sale, we plan to make REW TOKENS transferable according to bonus period lock-up times defined in the whitepaper at https://review.network/static/assets/whitepaper/whitepaper.pdf.
Third Party Payment Processor. To the extent that any third party website, service, or smart-contract offers to receive payments and issue REW TOKENS or facilitates the allocation or transfer of REW TOKENS in any way during the Creation Period, such third-party websites or services are, unless expressly set forth in these Terms or mentioned on the Company Site, not authorized by the Company. Such third parties do not have any legal or commercial relationship in any way with the Company. You are solely responsible for ensuring that we actually receive the appropriate amount of cryptocurrency from an ERC20 compatible Wallet. We are not responsible for any loss of funds related to the use of a third party payment processor.
REW TOKENS is only for use in connection with the Platform under the Terms and only constitute a transferable representation of attributed functions of the Platform.
We reserve the right to migrate the Tokens (the “Pre-existing Tokens”) from the Ethereum protocol to any future protocol, that may or may not currently exist, for any reason. Further, we may generate new Tokens on any future protocol that may or may not currently exist and make them available to the holders of Pre-existing Tokens (the “Replacement Tokens”) should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Platform.
In the event that we migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Platform, the Services, or any other operational matters, except with respect to the migration process. Accordingly, by accepting these Terms, you acknowledge and agree that in order for you to continue to participate in the Platform or obtain utility from the Tokens, you may need to convert the Tokens you purchase during the Token Sale to Replacement Tokens in the future.
In the event that we migrate the Tokens, we shall notify you in accordance with the notice provisions set forth in subsequent Sections herein.
You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens and using Tokens for providing or receiving Services in the Platform, as disclosed and explained in the Risk Disclosures set forth in Schedule 2 hereto. If you have any questions regarding these risks, please contact us at [email protected] BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 2 HERETO.
Your Security. You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens you purchase 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 Tokens. We are not responsible for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your Tokens and (iii) your username, password and any other login or identifying credentials.
Additional Information. You will provide to us, or our nominee, immediately upon request, information that in either of our sole discretion, we deem to be required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any “Know Your Customer” requirements and policies. Such information may include a passport, driver’s license, utility bill, photograph of you, government identification cards, or sworn statements, and we or our nominee may keep a copy of such information.
Before you are able to make a payment or at any time after making a payment to the Company, we or our nominee may determine, in either of our sole or absolute discretion:
By agreeing to these Terms, you agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.
Further, you acknowledge and accept that we may refuse or reject any contributions for the purchase of Tokens until after you have provided all information and documentation that we may request under this Section and after we have determined that it is permissible to create and issue Tokens to you under applicable law.
If the requested information is not submitted to us in due course we reserve the right to cancel your application and refund your payment minus costs and penalties.
The Purchase Price that you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added ,and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Company or any Company Parties (defined below) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Platform.
By purchasing Tokens, you represent and warrant that:
Security and Backup. You are responsible for properly configuring any software in connection with your access to, or use of, Tokens. The Platform log-in credentials are for your internal use only and you may not sell, transfer, or sublicense them to any other person, including any other individual or entity, except that, if you are an entity, you may disclose your credentials to your employees, contractors or agents performing work on your behalf. You are responsible for any person’s use of your credentials.
End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person to take related to these Terms. You are responsible for any actions taken by anyone who purchases Tokens from you (this person being referred to herein as an “End User”). You will ensure that any End User complies with your obligations in these Terms, including the restrictions on transfers as set forth in relevant Sections, and that the terms of your agreement with any End User are consistent with these Terms.
End User Support. You are responsible for providing customer service (if any) to any End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
In connection with these Terms, you agree to comply strictly with all applicable import, re-import, export, and re-export control and sanctions laws, regulations, guidance and programs, including but not limited to all European Union and United Nations sanctions, the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”), the International Traffic in Arms Regulations administered by the U.S. Department of State’s Directorate of Defense Trade Controls (“DDTC”), and economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”).
Without limiting the foregoing, by transacting in Tokens and accessing our Services you agree that you are not:
By transacting in Tokens or accessing our Services you also agree that you will not use the Tokens or Services to conduct or facilitate any transactions with such persons described above. You agree that if your country of residence, status as a Restricted Party, or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Tokens and Services. If you are registering to use the Tokens on behalf of a legal entity, you further represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and that you are duly authorized by such legal entity to act on its behalf. You agree that you are solely responsible for compliance related to your use of Tokens.
By transacting in Tokens and accessing our Services, you agree that no payment or other transfer of value to the Company is or will be derived from, pledged for the benefit of, or related in any way to:
By transacting in Tokens and accessing our Services, you further agree that all payments or other transfer of value to the Company by you will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the European Union or the U.S. Department of Treasury pursuant to § 999(a)(3) of the Internal Revenue Code as in effect at the time of the payment or other transfer of value.
Suggestions. If you provide any suggestions to us or our affiliates, we will own all right, title, and interest in and to those suggestions, even if you have designated the suggestions as confidential or proprietary. We and our affiliates will be entitled to use the suggestions without restriction. You irrevocably assign to us all right, title, and interest in and to the suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the suggestions.
Hardware and Software. Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the value of the Tokens in your Resulting Distribution) used by us or our affiliates.
Intellectual Property. We retain all right, title, and interest in all of our intellectual property (the “Company IP”), including inventions, designs, discoveries, processes, marks, methods, compositions, formulae, techniques, knowhow, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon, and we retain all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future, as well as all applications, extensions and renewals in relation to such rights. You may not use any of the Company IP for any reason, except with our express, prior, written consent which may be revoked by us, and you are not entitled, for any purpose, to any of the Company IP. We shall at all times retain ownership, including all rights, title and interests in and to the Company IP, and you understand and accept that by contributing Ether for the purchase of Tokens pursuant to these Terms, you shall not:
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company 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”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Company Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Parties under applicable law.
Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF, INCLUDING, BUT NOT LIMITED TO, CONVERSATIONS OF ANY KIND, WHETHER THROUGH ORAL OR ELECTRONIC COMMUNICATION.
WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE TOKENS IN YOUR RESULTING DISTRIBUTION.
YOU UNDERSTAND THAT TOKENS, DISTRIBUTED LEDGER TECHNOLOGY, THE ETHEREUM PROTOCOL, AND ETHER ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF OUR CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY WILL EXCUSE OUR PERFORMANCE UNDER THESE TERMS.
TRANSACTIONS USING DISTRIBUTED LEDGER TECHNOLOGY, SUCH AS THOSE INVOLVING THE PRESALE OR TOKEN SALE, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH PLATFORM VOLUME, COMPUTER FAILURE, DISTRIBUTED LEDGER FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, AND PLATFORM HACKING. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, ETHER, TOKENS, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT, OR HACK.
Some jurisdictions do not allow the exclusion of certain warranties or 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. In such an event, the terms that are not enforceable in the relevant jurisdiction shall be severed from these Terms in accordance with subsequent Sections herein.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
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.
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties. You expressly waive any and all rights which you may have, as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims court or seeks injunction or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will 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 jury in court).
No Classwide Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a classwide arbitration, class action or any other type of representative proceeding. There will be no classwide 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.
Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at [email protected] Notice to you shall be by email to the then-current email address in your Company 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 Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.
Process. Any arbitration will occur in Cyprus. Arbitration will be conducted confidentially by a single arbitrator in accordance with internationally accepted rules of Arbitration.
Authority of Arbitrator. The arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of 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.
(g) Severability of Dispute Resolution and Arbitration Provisions. If any term, clause, or provision in this Section is held invalid or unenforceable, it will be held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
These Terms will be governed by and construed and enforced in accordance with the laws of the Republic of Cyprus, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration will be resolved and filed only in the courts of the Republic of Cyprus. 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 Terms.
If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.
We may modify these Terms and the Platform Terms and Policies at any time by, at our option, posting a revised version on the Company Site, other channel we make available or, only if you have provided us with an email address, by email. The modified provisions will become effective upon posting or the date indicated in the posting, or if we notify you by email, as stated in the email. It is your responsibility to check the Company Site and other channels regularly for modifications. Your continued use of Tokens or the Platform after any modification become effective constitutes your acceptance of the modification. Please contact us by email at [email protected] if you do not accept any modifications. We last modified these Terms on the date listed at the beginning of these Terms.
Confidentiality and Publicity. You may use Company Confidential Information (as defined below) only in connection with your purchase of Tokens and pursuant to the terms of these Terms. You will not disclose Company Confidential Information during or after the Token Sale, including the Presale Period. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Company Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to these Terms or your purchase of Tokens. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse or contribute to you or your business endeavors) or express or imply any relationship or affiliation between us and you or any other person.
“Company Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners and our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Company Confidential Information includes: (a) nonpublic information relating to our or our affiliates’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Company Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this agreement; (ii) can be shown conclusively by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or can be shown conclusively by documentation to have been independently developed by you without reference to the Company Confidential Information.
Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, flood, fire, earthquake, explosion, storm, or other elements of nature, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, changes in distributed ledger technology, changes in the Ethereum or Platform protocols or any other force, event or condition outside of our control.
Independent Contractors. We and you are independent contractors, and neither Party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
No Partnership or Joint Venture. Nothing in these Terms shall be deemed to create any form of partnership, joint venture, or any similar relationship between you and the Company and/or other individuals or entities involved with the development, deployment, and maintenance of the Platform and/or the Company Parties and/or the Platform.
No Third Party Beneficiaries. These Terms do not create any third party beneficiary rights in any person except for any of our affiliates or licensors as provided in these Terms.
To you: We may provide any notice to you, at our option, under these Terms by: (A) posting a notice on the Company Site or (B) sending an email to the email address then associated with your account. Notices we provide by posting on the Company Site will be effective upon posting, and notices we provide by email, if any, will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
To us: To give us notice under these Terms, you must contact the Company by email to [email protected] We may update this email address for notices to us by posting a notice on the Company Site or sending an email to you. Notices to us will be effective when received by us.
Language: All communications and notices to be made or given pursuant to these Terms must be in the English language.
Assignment. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this Section will be void. We may assign these Terms or any of its provisions without your consent. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
No Waivers. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes, replaces, and extinguishes any and all prior or contemporaneous disclosures, discussions, understandings, agreements, draft agreements, arrangements, warranties, statements, assurances, representations, and undertakings of any nature made by, or on behalf of the parties, whether oral or written, public or private, in relation to the subject matter herein.
The native token of the Review.Network platform is called an REW token. It is a utility token that allows companies to gain access to the market research tools on the platform, and enables users to get rewards by answering surveys and generating quality reviews. REW is based on the Ethereum blockchain and is fully ERC20 compliant. We are using the ERC20 standard because we can focus on the utilization of the token, and not on the wallet or blockchain features creation. A separate token is needed to allow for the added layer of community governance and token economics involved in creating the Review.Network platform. The token utility is clear in being an instrument of payment for market research services. A platform-specific token acts as a good representation of the specific concepts used across Review.Network. A concrete example of this is the creation of a Rewards Pool pre-filled with generated REW tokens as a way to jumpstart the platform, or allocating a certain amount of tokens to bounty campaigns and sponsor academic research and non-profit activities. Another useful feature of ERC20 tokens is the advantage of relying on existing infrastructure built around them, such as exchange listings.
The REW Token may support, but not be limited to these functionalities, broadly defined as:
The success of the Platform will depend on the utility of REW TOKENS within the Platform. You should not purchase REW TOKENS if you do not intend to use them on the Platform for the purposes described in our White Paper.
WE RESERVE THE RIGHT TO AMEND THE INTENDED FUREW TOKENSIONALITY OF THE TOKENS. WE SHALL PROVIDE NOTICE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUREW TOKENSIONALITY OF THE TOKENS IN ACCORDANCE WITH OTHER SECTIONS IN THIS DOCUMENT OF THE TERMS. IT IS YOUR RESPONSIBILITY TO REGULARLY MONITOR OUR WEBSITE FOR ANY SUCH NOTICES AND TO ENSURE THAT WE HAVE YOUR CURRENT EMAIL ADDRESS.
Rights, Functionality or Features: The REW Tokens (Tokens) may only have the rights, uses, purpose, attributes, functionalities or features, on the Platform or within the Protocol as described in this Whitepaper. Company Parties do not guarantee that the Tokens have any rights, uses, purpose, attributes, functionalities or features.
Lack of Development of Market for the Tokens: Because there has been no prior public trading market for the Tokens, the Token Sale may not result in an active or liquid market for the Tokens, and their price may be highly volatile. Even if the Tokens are tradable in a secondary market, in practice, there may not be enough active buyers and sellers, or the bid-ask spreads may be too wide. The Token holders may not be able to exit their token holdings easily. In the worst-case scenario where no secondary market develops, a Token holder may not be able to liquidate his/her Token holdings at all. The exchanges or platforms that facilitate secondary trading of the Tokens may not be regulated by any applicable laws.
Risks Relating to Highly Speculative Traded Price: The valuation of digital tokens in a secondary market is usually not transparent, and highly speculative. The Tokens do not hold any ownership rights to Company’s assets and, therefore, are not backed by any tangible asset. Traded price of the Tokens can fluctuate greatly within a short period of time. There is a high risk that a token holder could lose his/her entire payment amount. In the worst-case scenario, the Tokens could be rendered worthless.
The Tokens May Have No Value: The Tokens may have no value and there is no guarantee or representation of liquidity for the Tokens. Company is not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise.
The Tokens are Non-Refundable: Company is not obliged to provide the token holders with a refund related to the Tokens for any reason, and the token holders will not receive money or other compensation in lieu of the refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the token holder.
Blockchain Delay Risk: On the Ethereum blockchains, timing of block production is determined by proof of work so block production can occur at random times. For example, the cryptocurrency transferred in the ﬁnal seconds of a distribution period during the Token Presale or the Token Sale may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and Buyer may not receive the Tokens in this regard.
Blockchain Congestion Risk: The Bitcoin and Ethereum blockchains are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the respective network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Bitcoin or Ethereum block producers may not include Buyer’s transaction when Buyer wants, or Buyer’s transaction may not be included at all.
Risk of Software Weaknesses: The concept of token smart contract which creates the mechanism of creation and distribution of the Tokens (“Tokens Smart Contracts”), the underlying software application and software platform (i.e. the Ethereum blockchain) are still in an early development stage and unproven. There is no representation and warranty that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the Tokens.
Risk of New Technology: The Platform, the Protocol, the Tokens and all of the matters set forth in this Whitepaper are new and untested. The Platform, the Protocol and the Tokens might not be capable of completion, creation, implementation or adoption. It is possible that no blockchain utilizing the Platform or the Protocol will be launched. Even if the Platform and the Protocol are completed, implemented and adopted, it might not function as intended, and any Tokens may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Platform, the Protocol and the Tokens may become outdated.
Risk of Loss of Private Keys: The Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private keys associated with such Buyer’s digital wallet or vault storing the Tokens will result in loss of such Tokens, access to Buyer’s token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the buyer uses, may be able to misappropriate the Buyer’s Tokens. Company, members or any related parties are not responsible for any such losses.
Lack of the Tokens Security: The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Tokens Smart Contracts or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurﬁng and spooﬁng. Furthermore, because the Ethereum platform rests on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the Tokens or result in the loss of the Tokens, the loss of ability to access or control the Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of the Tokens are not guaranteed any remedy, refund or compensation.
Risk of Ethereum Mining Attacks: The blockchain used for the Tokens Smart Contracts is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selﬁsh-mining" attacks, and race condition attacks. Any successful attacks present a risk to the Tokens Smart Contracts, expected proper execution and sequencing of the Tokens transactions, and expected proper execution and sequencing of contract computations.
Failure to Map a Public Key to Buyer’s Account: Failure of buyer of the Tokens to map a public key to such buyer’s account may result in third parties being unable to recognize buyer’s Tokens balance on the Ethereum blockchain when and if they conﬁgure the initial balances of a new blockchain based upon the Platform and the Protocol.
Risk of Incompatible Wallet Service: The wallet or wallet service provider used for the acquisition and storage of the Tokens has to be technically compatible with the Tokens. The failure to assure this may have the result that buyer of the Tokens will not gain access to his Tokens.
Risk Related to Reliance on Third Parties: The Project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Project.
Dependence of the Project on Senior Management Team: The ability of the Project team which is responsible for maintaining competitive position of the Project is dependent to a large degree on the services of a respective senior management team. The loss or diminution in the services of members of respective senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Project. Competition for personnel with relevant expertise is intense due to the small number of qualiﬁed individuals, and this situation affects the ability to retain its existing senior management and attract additional qualiﬁed senior management personnel, which could have a adverse impact on the Project.
Dependence of the Project on Various Factors:The development of the Project may be abandoned for a number of reasons, including lack of interest from the public, lack of further funding beyond the initial funds of EUR 1,000,000, lack of commercial success or prospects.
Changes to the Project: The Project is still under development and may undergo changes over time. Although Company Parties intend for the Project to have the features and speciﬁcations set forth in this Whitepaper, changes to such features and speciﬁcations can be made for any number of reasons, any of which may mean that the Project does not meet expectations of buyer of the Tokens.
Risk Associated with Other Applications: The Project may give rise to other, alternative projects, promoted by unafﬁliated third parties, under which the Tokens will have no intrinsic utility and value.
Risk of Conflicts of Interest: Any Company Party may be engaged in transactions with related parties, including respective majority shareholder, companies controlled by him or in which he owns an interest, and other afﬁliates, and may continue to do so in the future. Conflicts of interest may arise between any Company Party's afﬁliates and respective Company Party, potentially resulting in the conclusion of transactions on terms not determined by market forces.
Uncertain Regulatory Framework: The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear or unsettled in many jurisdictions. It is difﬁcult to predict how or whether governmental authorities will regulate such technologies. It is likewise difﬁcult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Tokens in various ways, including, for example, through a determination that the tokens are regulated ﬁnancial instruments that require registration. Company may cease the distribution of the tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
Failure to Obtain, Maintain or Renew Licenses and Permits: There may be various statutory requirements obliging Company to receive licenses and permits necessary for carrying out of its activity in different jurisdictions, there is the risk that new statutory requirements may be adopted in the future and may relate to any of Company Parties. Requirements which may be imposed by these authorities and which may require any of Company Party to comply with numerous standards, recruit qualiﬁed personnel, maintain necessary technical equipment and quality control systems, monitor our operations, maintain appropriate ﬁlings and, upon request, submit appropriate information to the licensing authorities, may be costly and time-consuming and may result in delays in the commencement or continuation of operation of the Project.
Risk of Burdensomeness of Applicable Laws, Regulations, and Standards: Failure to comply with existing laws and regulations or the ﬁndings of government inspections or increased governmental regulation of Company Parties operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Company Parties business and the Project. Company Parties operations and properties may be subject to regulation by various government entities and agencies, in connection with ongoing compliance with existing laws, regulations and standards. Any Company Party's failure to comply with existing laws and regulations or the ﬁndings of government inspections may result in the imposition of ﬁnes or penalties or more severe sanctions or in requirements that respective Company Party cease certain of its business activities.