Sale of CopyrightCoins from Internet Media Copyright Association
TERMS AND CONDITIONS
These Terms and Conditions of Sale (hereinafter “the Terms”) are entered into between Internet Media Copyright Association MTÜ, with registered office at Kesklinna linnaosa, Rotermanni tn 8, 10111 Tallinn, Estonia, under number 80546013, (hereinafter “IMCA ” or “the Association”), and the natural or legal person using the Association’s services, (hereinafter the “Purchaser”).
Article 1 – General Provisions
These Terms apply fully and automatically to all the tokens offered for sale by IMCA as part of IMCA Crowdsale (hereinafter the “Commercial Operation” or “Crowdsale”) towards its Purchasers.
BY CLICKING ON “I HEREBY CERTIFY THAT I HAVE READ, UNDERSTOOD AND EXPRESSLY ACCEPT IMCA WHITE PAPER AND TERMS AND CONDITIONS OF SALE”, THE PURCHASER ACCEPTS AND ACKNOWLEDGES THAT HE IS ENTERING INTO A BINDING CONTRACT WITH IM AND AGREES TO ABIDE BY ALL THE PROVISIONS.
IF THE PURCHASER DOES NOT UNDERSTAND THE WHITE PAPER AND/OR DOES NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF SALE, HE SHOULD NOT PARTICIPATE IN THIS CROWDSALE, USE IMCA PLATFORM NOR ITS SERVICES.
IMCA RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE ANY CONTENT OF THE TERMS AT ANY TIME, FOR ANY REASON. THE PURCHASERS SHALL REVIEW THE TERMS PERIODICALLY AS THE PURCHASERS WILL BE DEEMED TO HAVE ACCEPTED THESE MODIFICATIONS AS SOON AS THEY VISIT AND USE THE WEBSITE(S) FOLLOWING PUBLICATION OF SAID MODIFICATIONS.
All the details on the Commercial Operation are available on the following official website: https://copyrightcoins.com/
These Terms prevail over all other documents issued either by the Purchaser or by IMCA and, as from their date of entry into force, shall apply to all purchases, and are deemed to be unconditionally accepted by the Purchaser. Any derogation from the Terms herewith will require the express agreement of both parties. Any other document (e.g. sales prospectus, quotation, presentation, etc.) is therefore given for information only and shall not constitute a contractual document that commits IMCA, which may therefore withdraw or modify such documents, without entitling the Purchaser to any compensation. This clause is a key requirement for IMCA’s consent.
IMCA reserves the right, with or without prior notice, for any reason, to block, limit or restrict access to the website, in whole or in part, temporarily or permanently. IMCA may not be held liable for the website being unavailable or difficult to connect to, regardless of the consequences for the Purchasers.
Article 2 – eligibility and pre-requisites
Participation in the Crowdsale is reserved for natural or legal persons acting within the scope of their professional activities. Any private individual acting on a non-professional basis as a simple consumer within the meaning of EU Directive 2011/83/EU relating to consumer rights is excluded from the Crowdsale.
Participants cannot contribute to the Crowdsale if there are applicable legal restrictions in their country of residence. It is the responsibility of each participant to know these laws regarding their participation in the Crowdsale.
Due to legal restrictions, the Crowdsale and IMCA Platform itself is not accessible, or for use, for any person (including a legal entity) who is considered a “U.S. person”, a Canadian, a Singapore or Chinese citizen.
Documents linked to the issue of CCIMs may not be transmitted or distributed to a “U.S.person”, a Canadian, a Singapore or Chinese citizen or to a mail or email address in the United States of America, Canada, Singapore or People’s Republic of China. It is prohibited to transmit, distribute or reproduce documents linked to the issue of CCIMs to or for a “U.S. person”, Canadian, Singapore or Chinese citizen, or within the territories of the United States of America, Canada, Singapore, and People’s Republic of China in whole or in part.
To ensure their eligibility for the purchase of CopyrightCoins, the Purchaser declares that he is not a Canadian, Singapore or Chinese citizen, nor a “U.S. person”, (within the meaning of Regulation S of the Securities Act 1933 in U.S. law), i.e.:
Any private individual resident in the United States;
Any partnership or business organized or established under U.S. law;
Any property of which the executor or administrator is a U.S. citizen;
Any trust of which a proxy is an American citizen;
Any agency or branch of a foreign entity located in the United States;
Any non-discretionary account or similar account (other than a trust or property) held by a trader or other trustee for the benefit of or on behalf of a U.S. citizen;
Any discretionary account or similar account (other than a trust or trust) held by a trader or other trustee, that is organized, established or (if a private individual) resident in the United States; and
Any partnership or company if:
a) It is organized or established under the law of a foreign jurisdiction; and
b) It is formed by a U.S. citizen primarily for the purpose of investing in securities not listed under the U.S. Securities Act, unless it is organized or established, and owned, by accredited investors who are not private individuals, trusts or properties.
The sale of tokens under this Commercial Operation is reserved for experienced professionals who have an in-depth understanding of the nature of the products and services they are purchasing, a firm grasp of the technologies on which they are based (in particular blockchain), and who are fully aware of all the associated risks as described hereinafter.
The Purchaser is solely liable for determining which legal, accounting, financial and fiscal conditions of any nature it is required to comply with in order to participate in the Commercial Operation, in accordance with the laws and regulations applicable in his country of residence. IMCA may not be held liable for the Purchaser’s filing obligations in the country in which it is domiciled. The same applies to any tax or charge that would be payable by the Purchaser, in relation to the purchase, ownership, use or passing of his tokens.
Article 3 – Information and knowledge of IMCA Project and the Commercial Operation by the Purchaser
By adhering to these Terms, the Purchaser expressly acknowledges having read and understood the White Paper, IMCA Project and business model and been thoroughly and comprehensively informed about the Commercial Operation.
The Purchaser is deemed to be fully aware of all the legal norms and technical constraints relating to the purchase, possession, functionality, use, storage, transmission mechanisms and intricacies associated with tokens and cryptocurrencies (like Bitcoin and Ether) based on blockchain technologies, blockchain-based software systems, and to the services offered by IMCA Platform.
The Purchaser expressly acknowledges the random nature of this Crowdsale and IMCA project as presented in this document and that this project may not come to fruition or may have to be abandoned due to technical, legal or regulatory constraints, without the CopyrightCoins being used.
Article 4 – Purchaser Identity Verification – KYC Procedure
4.1 The “Know Your Customer” (KYC) principle is instrumental in the prevention against money laundering and terrorist financing. By obtaining information on the identity and source of the funds of Purchasers, IMCA would like to protect itself and protect IMCA Platform from being used to conceal illegally‐obtained funds.
This is the reason why Purchasers and their wallet address (“Contribution address”) will be whitelisted through a KYC procedure. This KYC procedure will be performed through the form provided on the website https://copyrightcoins.com
Any contribution in this Crowdsale will be accepted by the Crowdsale Smart Contract if and only the Purchaser’s Contribution address has been whitelisted.
4.2 For contributions strictly greater than €10,000 or equivalent in cryptocurrency we accept, as part of the KYC procedure (hereinafter “KYC 1”), the following information and documents shall be provided by any Purchaser willing to access to the Crowdsale:
Where the Purchaser is a natural person (acting within the scope of his professional activities): Family name, first name, country and residential address, email address, nationality, ID card/Passport scan, address from which the funds will be disbursed;
Where the Purchaser is a legal person: Organization/Company name, headquarters registered address, scan of business licence, tax identification number, address from which the funds will be disbursed and for its legal representative: Family name, first name, ID card/Passport scan.
Purchaser shall then:
– declare that he is not a Canadian, Singapore or Chinese citizen, nor a “U.S. person”;
– tick the box “I HEREBY CERTIFY THAT I HAVE READ, UNDERSTOOD AND EXPRESSLY ACCEPT IMCA WHITE PAPER AND CROWDSALE TERMS AND CONDITIONS”;
– provide his Contribution address;
– provide the indicative amount of his contribution in any currency part of the multi currency wallet on CopyrightCoins platform.
Each step needs to be followed and complied with by the Purchaser.
IMCA will then proceed with the KYC 2 verification. Once the Purchaser’s identity has been verified, his Contribution address will be added to the Crowdsale White List 2 and IMCA will send him a message for the Purchaser to confirm and finalize his contribution in the Crowdsale.
4.4 In any case, IMCA will NOT accept “anonymous purchasers” or those using aliases, fictitious names or false identity in general.
IMCA may request from the Purchaser additional information and/or documents to evidence his identity and/or source of funds or to ensure the accuracy of the details they have supplied. If the Purchaser refuses to provide such additional information or documents, IMCA may, at its sole discretion, refuse the purchaser’s contribution and may not be held liable for such refusal.
IMCA may, at its sole discretion, refuse purchasers who are (or may be) suspects of being involved in money laundering, or any sort of criminal activities, related to drug trafficking, terrorism and organized crime. The same applies to potential purchasers holding businesses that due to the nature of the business make it impossible to verify its legitimacy or that of the funds being inconsistent with their financial status.
4.5 Crowdsale address will be made available to the public on https://copyrightcoins.com. Only Purchasers that passed the KYC procedure as described hereinabove will be technically allowed to make their contribution.
4.6 Once the Purchaser’s Contribution address has been whitelisted, the Purchaser shall then provide the final amount of his contribution in the selected currency according to the threshold indicated during the KYC procedure (i.e lower than or equal to €10,000 or strictly greater than €10,000).
– If the Purchaser is part of the White List 1, he may make as many contributions as he wants.
– If the Purchaser is part of the White List 2, he may make several contributions but in any case, the accumulated amount of his contributions will be capped at €10,000.
4.7 Failure for the Purchaser to provide the final amount of his contribution in the selected currency at the address specified on https://copyrightcoins.com, the Purchaser will not be able to receive CopyrightCoins.
4.8 Purchaser’s contribution in the selected currency is deemed to be irrevocably binding upon validation of the final contribution by the Smart Contract. As from this date, a contribution may no longer be cancelled or amended. Purchasers will then receive CopyrightCoins.
4.9 CopyrightCoins will be made available in the Purchaser’s wallet immediately after the contribution and will be transferable twelve (12) days after the end of the Crowdsale.
4.10 CCIM period of validity, during which they can be used, is not time-dependent. Tokens cannot be deleted due both to their strictly decentralized nature and to the fact that, once issued, they are no longer under IMCA’s control. They would, in any case, remain the property of their owner.
4.11 In any event during the KYC procedure and contribution process, the Purchaser shall notify in writing IMCA concerning any information likely to impact on its contribution directly or indirectly ([email protected]). Failure to do this, IMCA may not be held liable in any way in this regard.
Article 5 – CopyrightCoins
The Commercial Operation involves the sale of virtual tokens, referred to as “CopyrightCoins” (or “CCIM”).
5.1 Tokens Role and Attributes
CopyrightCoins will provide their owners with access rights to use the IMCA Platform (and its service), once it has been designed, developed and deployed and provided that IMCA Platform operates on a permanent basis.
The Purchasers’ attention is therefore drawn to the fact that purchasing tokens during the Commercial Operation does not confer automatic rights to access to IMCA Platform and service in the future. Besides, CopyrightCoins may not be used before the effective implementation of IMCA Platform.
UNLESS OTHERWISE SPECIFIED HEREIN, COPYRIGHTCOINS WILL NOT BE REIMBURSED IN THE EVENT THAT THE IMCA PLATFORM APPLICATION IS NOT ULTIMATELY DEVELOPED, OR DOES NOT OPERATE ON A PERMANENT BASIS. CCIM OWNERS ACKNOWLEDGE THAT THIS IS A SIGNIFICANT RISK THAT THEY ACCEPT.
The Purchaser acknowledges that he is fully aware that:
a CCIM does not represent an investment or a financial instrument within the meaning of EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 relating to markets in financial instruments: a CCIM token confer no direct or indirect right to BCD’s capital or income, nor does it confer any governance right within BCD;
a CCIM is not proof of ownership or a right of control: Control over a CCIM does not grant the individuals any asset or share in IMCA, or in the IMCA Platform. A CCIM does not grant any right to participate in control over BCD’s management or decision-making set-up, or over the IMCA Platform.
a CCIM is not an electronic currency within the meaning of EU Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions: CopyrightCoins are not accepted (and have no use) outside the IMCA Platform and a CCIM does not have a fixed exchange value equal to the amount delivered at the time of its issue.
a CCIM is not a payment service within the meaning of EU Directive (2007/64/EC) of 13 November 2007 relating to payment services in the internal market, nor within the meaning of the (EU) Directive relating to payment services 2 (DSP 2) n° 2015/2366 of the European Parliament and of the Council of 25 November 2015: the Crowdsale does not involve the purchase/sale of cryptocurrencies and BCD’s business does not consist in receiving currencies against the delivery of cryptocurrencies.
a CCIM is a cryptographic token used by the IMCA Platform to help the creative community maintain a sustainable online music offering.
5.2 CCIM token issuance and distribution
Crowdsale timeline and instructions are posted on the Commercial Operation website at https://copyrightcoins.com.
CopyrightCoins will be issued by a technical process referred to as «blockchain». This is an open source IT protocol over which IMCA has no proprietary rights or liability in terms of development and operation.
The token distribution mechanism will be controlled by a Smart Contract. This involves a computer program that can be executed on the our blockchain network that is compatible with Smart Contract programming language.
IMCA has no control, right or liability over the operation of the protocol and the Waves network and protocol, or the Smart Contract and its code.
The Crowdsale will end if and when all the CopyrightCoins are sold or after the second round is over.
At the end of the Crowdsale, the tokens will be issued by the Smart Contract and distributed according to the proportions described in the White Paper.
IMCA may not be held liable in any way for any feature that might affect the token distribution or ownership of the tokens sold, or that might hamper the Purchaser’s ability to use the tokens, including display of the tokens in an electronic wallet, or the assignment of these tokens to a third party.
The acquisition of tokens by transferring tokens or crypto-currencies to the Smart Contract comes under the Purchaser’s sole liability and will be subject to the terms and conditions of the protocol and the Waves network. As CopyrightCoins are issued under a Smart Contract, IMCA is not obliged to reimburse or compensate in any way any Purchaser whose CopyrightCoins have not been issued by the Smart Contract for any reason.
Once issued, the tokens may be assigned or transferred to third parties by the Purchaser, in whole or in part, at their sole discretion, in return for payment or free of charge. However, the Purchaser shall be solely and fully liable for the conditions and consequences of such an assignment or transfer of the tokens in their possession. In particular, given that IMCA will have no control over such transactions, the Purchaser may not claim against IMCA for any loss of their tokens due to any error of any kind that may occur during the transfer.
The IMCA cofounders warrants that they will not purchase CCIM in their own sale or from any third party, or acquire CCIM in any manner, during the period of the Crowdsale.
Article 6 – Limitations of Use
Prior to any contribution, the Purchaser acknowledges and accepts that CopyrightCoins do not, under any circumstance, represent any form of investment or financial investment and agrees not to attempt to divert the tokens function for speculative purposes.
The Purchaser acquires CopyrightCoins primarily to support the development, testing, deployment and operation of Internet Music project, being aware of all the risks associated with this project and Commercial operation as set forth hereinafter.
The Purchaser also agrees not to use the Commercial Operation website, IMCA Platform, the issued tokens and, more generally, any content or service provided to the Purchaser by IMCA that does not comply with the objectives and methods set out in the White Paper and/or in these Terms. Under no circumstances may CopyrightCoins be used for other services than those offered by IMCA Platform. IMCA is solely responsible for deciding whether to provide the service to token owners, within the technical, legal, economic or other constraints imposed by third parties or by IMCA itself on its operations.
In particular, the Purchaser agrees not to modify, interfere with, deactivate or saturate, nor to breach the security of or impair data integrity and confidentiality in relation to any service offered by IMCA.
Purchaser shall not obtain or use CCIM for any illegal purposes wherever in the world, in particular for money laundering and/or terrorism.
Article 7 – Cancellation – Refund policy
ALL PURCHASES OF CCIM TOKEN ARE FINAL. PURCHASES OF CCIM TOKEN ARE NON-REFUNDABLE. BY PURCHASING CCIM TOKEN, THE PURCHASER ACKNOWLEDGES THAT NEITHER IMCA PLATFORM NOR ANY OTHER OF THE IMCA TEAM & PARTIES ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PURCHASER WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY IMCA THAT IS NOT USED OR REMAINS UNUSED.
Besides, as the tokens offered for sale are deemed intangible property, having no value or functionality other than the IMCA Platform service, no guarantee is attached to them following issuance.
No final contribution confirmed on the IMCA website may be subsequently canceled or refunded.
The Purchasers acknowledge that they are fully aware that they will not be entitled to claim any full or partial reimbursement under any circumstances whatsoever.
Article 8 – Risks inherent to IMCA Crowdsale
The Purchaser understands that CopyrightCoins , blockchain technology, Waves protocol, Waves and other associated and related technologies are new and untested and outside of IMCA exclusive control and adverse changes in the technology, broadly construed, will excuse IMCA’s performance under these Terms.
Risks inherent to IMCA Project and Commercial Operation may be various. Here are some examples of risks that may occur. As mentioned hereinabove, the Purchaser acknowledges that he has been warned of the following risks, that he understands and accepts purchasing CCIM in consideration of these risks (which are not exhaustive).
Legal risk or risk of adverse regulatory intervention in one or more jurisdictions around the world
Blockchain technologies, cryptocurrencies and projects financing through cryptocurrencies have been the subject of close scrutiny by various regulatory bodies around the world, including within the European Union and France. The Commercial Operation has been structured to comply with EU law applicable at the time of the Crowdsale.
Operation of IMCA Platform and CopyrightCoins may be impacted by the promulgation of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital/cryptographic tokens such as CCIM, which may prevent or limit the development of IMCA and its activities. This uncertainty significantly adds up to risks connected with the acquisition and use of CCIMs.
Given the lack of crypto-currency qualifications in most countries, each Purchaser is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of CopyrightCoins according to their nationality and place of residence.
2) Risks associated with the Crowdsale documentation
The White Paper is the only documentation that introduces IMCA Commercial Operation and exposes Internet Music project. Such documentation does not comply with any legal requirement as there is no regulation at the time of the Crowdsale. The Purchaser acknowledges and accepts that the White Paper may potentially contain inaccuracies, errors or omissions and express IMCA’s opinions and forecasts.
The Crowdsale documentation has not been subject to prior verification and/or approval from any regulatory bodies such as Estonian Financial Supervision Authority (EFSA).
3) Risks associated with the blockchain protocol
Both CopyrightCoins and the IMCA Platform are based on several blockchain protocols. Therefore, any malfunction, unplanned function or unexpected operation of the blockchain protocol may cause the IMCA Platform or CCIM to malfunction or operate in an unexpected or unintended manner.
Besides, the Purchaser understands and accepts that an upgrade or split of the protocol may occur in the future (hard-fork) and that IMCA has no control over it. The Purchaser may no longer be able to use his CCIM and/or his CCIM may lose their functionality in full.
4) Risk of a lack of interest in the IMCA Platform or distributed applications
There is a possibility that the IMCA Platform may not be used by a large number of companies, individuals and other organizations, and that there may be limited public interest in the creation and development of distributed applications. Such a lack of interest could have an impact on the development of the IMCA Platform and, therefore, on the uses or potential value of CopyrightCoins .
5) Risk of loss of CCIM due to loss of credentials
Until it is distributed to the Purchaser, the Purchaser’s CCIM may be linked to a IMCA account. The Purchaser can only access the IMCA account using the credentials selected by the Purchaser. The Purchaser understands that if his credentials (and in particular his private key) are lost or stolen, CCIM associated with his account will be unrecoverable and permanently lost. It is thus recommended to Purchasers to store their credentials securely in one or more backup locations that are geographically separated from the work location and not to share his credentials with anybody. There is no recovery mechanism for lost keys, so IMCA will not be able to help the Purchaser retrieve or reconstruct a private key and/or provide the Purchaser with access to any lost CCIM.
6) Non-release, software and technical risks
Some IMCA platform features are currently under development. As a consequence, the Purchaser accepts that the development may not succeed, that IMCA Platform may never be released and operational, even though IMCA makes reasonable efforts to complete such platform, that the Platform may be subject to software and/or technical risks, or that features may never be installed on the Platform.
7) Risk that the IMCA Platform, as developed, does not meet Purchaser expectations
The IMCA Platform is currently under development and may undergo significant changes prior to its launch (for technical, financial, commercial, marketing, legal or regulatory reasons). As such, Purchaser expectations concerning the IMCA Platform or CCIM token may be met on the launch date.
8) Risks of theft and hacking
Hackers or criminal groups or organizations may attempt to interfere with the IMCA Platform or the availability of CopyrightCoins in several ways including, but not limited to, denial of service attacks, smurfing, Sybil attacks, malware attacks or consensus-based attacks.
Besides, the IMCA Platform is based on open source software. There is a risk that third parties, may intentionally or unintentionally introduce weaknesses or bugs into the IMCA Platform, by interfering with the use of or causing loss of CCIM.
9) Risk of capital loss
Capital invested in IMCA Crowdsale is not guaranteed. Investing in tokens entails a significant capital risk, which the Purchaser acknowledges and accepts.
10) Risk of an uninsured loss
Unlike bank accounts or accounts in other regulated financial institutions, funds held through IMCA Platform or Waves network are generally uninsured. At present, there are no public or private insurance agents providing Purchasers with coverage against a loss of CCIM or a loss of value.
11) Internet transmission risks
The Purchaser acknowledges that there are risks associated with using IMCA Platform or CopyrightCoins including, but not limited to, the failure of hardware, software, and Internet connections. The Purchaser acknowledges and accepts that IMCA shall not be responsible for any communication failures, disruptions, errors, distortions or delays the Purchaser may experience when using the IMCA website or Crowdsale website and tokens, howsoever caused.
12) Unforeseen risks
Crypto-currencies and cryptographic tokens are a new, untested technology. In addition to the risks stipulated above, there are other risks that the IMCA team cannot predict. Risks may also occur as unanticipated combinations or as changes in the risks stipulated herein.
Article 9 –Representations and Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, IMCA PLATFORM, COPYRIGHTCOINS, INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN “AS IS” AND/OR “UNDER DEVELOPMENT” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED TO THE EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, ACCURACY AND COMPLETENESS OF ANY INFORMATION PROVIDED IN THE WHITE PAPER AND/OR IN THESE TERMS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT COPYRIGHTCOINS ARE USED AND HOLD AT THE SOLE RISK OF THE PURCHASER, THAT IMCA PLATFORM, CopyrightCoins AND/OR THE UNDERLYING BLOCKCHAIN PROTOCOL WILL BE AVAILABLE UNINTERRUPTED AND TIMELY, WILL BE FREE FROM DEFECTS, ERRORS AND BUGS, AND/OR WILL BE ENTIRELY SECURE.
By participating in the Crowdsale, the Purchaser represents and warrant that he:
is authorised and have full power to purchase CCIM according to the laws applicable in his jurisdiction;
is not acting for the purpose of speculative investment;
will not use the Crowdsale for any illegal activity, including but not limited to money laundering and financing of terrorism;
is solely responsible for determining whether the acquisition of CCIM is appropriate for him and for seeking any tax, legal, accounting or financial advice in order to participate to the Crowdsale;
is acquiring CCIM for a future use of IMCA Platform;
understand the risks associated with the Crowdsale (including the risks related to the non-development/non-release of IMCA Platform and services);
understand the use of cryptocurrencies and its associated risks;
Article 10 – Limitations of Liability
IN NO EVENT WILL IMCA BE LIABLE TO THE PURCHASER FOR INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING ANY LOSS OF REVENUE, CONTRACTS OR OPPORTUNITIES OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS, LOSS OR CORRUPTION OF ANY DATA, DATABASE OR SOFTWARE, DECISIONS OR SANCTIONS FROM A REGULATORY BODY OR A COURT.
BESIDES , IMCA SHALL NOT BE HELD LIABLE FOR ANY OF THE FOLLOWING:
use of IMCA Platform and services or CopyrightCoins that are not compliant with these Terms ;
non-performance, failure, malfunction or unavailability of IMCA Platform and services due to a third party, the Purchaser, a third-party product, or the Purchaser’s breach of its obligations;
indirect damages such as business loss or disturbance, loss of orders, operating loss, loss of profits of Purchasers;
loss, disclosure or unlawful or fraudulent use of user sign-ons by the Purchaser or third parties;
suspension of access or temporary or permanent suspension of IMCA Platform and services (in particular, arising from a request issued by an administrative or judicial authority, or notification received from a third-party);
loss, alteration or destruction of all or part of the content (information, data, applications, files or other items) hosted on the infrastructure, insofar as IMCA is not responsible for managing the continuity of Purchaser activities, and data backups in particular;
mismatch between IMCA Platform and services and the Purchaser’s needs;
security incidents relating to use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized access to the Purchaser’s data or details on or via the Internet;
damage to systems, applications and other items installed by the Purchaser ;
failure of Waves or any other blockchain protocol or smart contracts.
Article 11 – Intellectual property
WestCoast Innovation limited with registered office atg Nedre Tadas 13, 47192 Klovedal Sweden registered under number 556880-7886 (VAT registration SE556880788601) is the licensee or owner of all of IMCA intellectual property rights existing prior the date of this Crowdsale.
Ownership of any of IMCA Platform or CopyrightCoins intellectual property or know-how used, developed, created or any documentation will rest with Westcoast Innovation Limited until transferred to holding company at a later date.
IMCA grants to the Purchaser a royalty-free, non-exclusive, non-transferable, worldwide right to use IMCA Platform and its services.
The Purchaser acknowledges and accepts that it shall not:
Distribute, export, translate, transmit, merge, transfer, modify, adapt, hypothecate, encumber, create, derivative works of, loan, rent, lease, share, resell any of IMCA Platform or CopyrightCoins , in whole or in part;
Remove or modify any proprietary notices of IMCA Platform or CopyrightCoins ; or
Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, algorithms of IMCA Platform or CopyrightCoins or any documentation provided by IMCA (except in accordance with the provisions of the applicable law).
The Purchaser shall take all necessary precautions to prevent third parties from using IMCA Platform or CopyrightCoins or any documentation provided pertaining thereto in any way that would constitute a breach of these Terms of IMCA intellectual property rights;
The Purchaser shall not license, sublicense, or otherwise grant any intellectual property rights pertaining to IMCA Platform or CopyrightCoins .
Article 12 – Security
The Purchaser shall implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with his account, (ii) private keys required to access any relevant wallet address, and (iii) Purchaser username, password and any other login or identifying credentials.
In the event the Purchaser suspects a security breach in any of the abovementioned, he shall inform IMCA immediately so IMCA can take all required and possible measures to secure the Purchaser account, the website, IMCA Platform and systems as whole.
The Purchaser will assume full responsibility for the consequences of any theft, malfunction or misuse of IMCA Platform or CopyrightCoins acquired, as a result of a lack of security or any use by any person to whom the Purchaser has provided his credentials.
Article 13 – Protection of personal data
The processing of personal data that is performed under the crowdsale and thereafter by IMCA Platform.
Pursuant to the EU Data Protection Directive (95/46/EC) and the subsequent General Data Protection Regulation (EU) 2016/679, IMCA shall implement appropriate safeguards to prevent the unauthorised use or disclosure of any personal data made available to and processed by IMCA in connection with IMCA Platform and the Crowdsale (“Covered Data”).
To this end, IMCA has implemented and/or maintained physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, security and availability of the Purchaser Covered Data.
Only the minimum and necessary amount of personal data of the Purchaser is collected by IMCA at the time of the KYC procedure to complete the Crowdsale and to comply with the best practices recommended by the regulatory bodies. Besides, only those personnel of IMCA that have been duly authorized will access the Covered Data and such access is strictly limited to ensure the operational process of the Crowdsale and/or the security of the Covered Data .
Personal data collected from the Purchaser on the forms available on the website are intended for IMCA personnel for administrative and business management purposes. These data are processed (i) to allow Purchasers to access the Crowdsale and use IMCA Platform, and (ii) to enable IMCA to prospect for new users. Data marked with an asterisk are mandatory. Failure to provide such data may prevent the Purchaser from participating in the Crowdsale and using the service.
By participating in the Crowdsale and using IMCA Platform, the Purchaser agrees and authorises IMCA to share, if and when necessary the Covered data with any trusted third party (which may be located in a non-EU jurisdiction but providing an equivalent level of protection across the European Union) for the sole purposes of the provision of the service. Besides, the Purchaser acknowledges that IMCA may be required to provide the Covered Data to any regulatory bodies or administrative authorities if required by law.
IMCA will maintain Purchaser’s Covered data only for as long as it is necessary, or as required by law.
The Purchaser is entitled to object to the processing of his personal data for legitimate reasons, as well as to object to the use of such data for the purposes of prospecting activities.
Pursuant to the General Data Protection Regulation, the Purchaser shall be entitled to request access to, rectification, erasure of his own personal data, or restriction of processing concerning the Purchaser or to object to processing as well as the right to data portability. However, given the nature of the blockchain technology used, the Purchaser may not be able to exercise all of these rights. However, as far as technically possible, IMCA will enable the Purchaser to exercise his rights. To do so, the Purchaser shall notify in writing his request to IMCA, with a copy of its signed ID document to the following address: [email protected]
Article 14 – Legislative and/or Regulatory Developments
The Purchaser acknowledges and accepts that the IMCA Commercial Operation is taking place within an Estonian legal environment that is still under development. New laws or rules may subsequently frame, modify or clarify the practice of such operations. Where necessary or applicable, should legislative and/or regulatory changes conflict with all or part of these terms and conditions, IMCA reserves the right to amend the terms of the Commercial Operation as appropriate, retroactively if necessary, in order to ensure that the operation remains legal and compliant with the various laws and regulations or best practices that may be issued by the Estonian regulatory bodies.
Article 15 – Force majeure
Force majeure is deemed any event beyond the parties’ control, which they cannot reasonably foresee or reasonably avoid or overcome, provided that its occurrence makes it impossible for the parties to fulfill their obligations, and adversely affects purchase execution (e.g. earthquake, storm or other element of nature, embargoes, substantial change in the price of resources, electrical telecommunications, hardware, software or other utility failures, armed conflicts, labor disputes or other industrial disturbances, changes in laws or regulations, changes in blockchain technology (broadly construed), changes in the blockchain protocol or any other blockchain protocols, etc.). The most diligent Party shall promptly notify the other Party by any means, and the Parties will then agree to negotiate in good faith any changes required to ensure the continuity of contract obligations. If, however, such impossibility exceeds three (3) months, the most diligent Party may terminate the contract in writing without incurring its liability and without entitling the other party to claim any right of compensation, with IMCA retaining previously collected amounts, which are irrevocably acquired.
Article 16 – Miscellaneous
If any clause of these Terms is deemed to be invalid, illegal, deemed unwritten or unenforceable, all other clauses shall nevertheless remain in full force and effect.
The failure or omission by IMCA to enforce any clause of these Terms will not constitute a present or future waiver of such clause nor limit IMCA right to enforce such clause at a later time.
Article 17 – Language and Jurisdiction
These Terms are governed exclusively by Estonian law. Translations of the terms and conditions herein, made available to the Purchaser, are purely informative and are not legally binding.
The Parties agree to seek an amicable settlement prior to bringing any legal action. Failing this, any dispute, of any nature whatsoever regarding the Commercial Operation, shall finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or three arbitrator, and judgement upon the award rendered the arbitrators may be entered in a court in Estonia jurisdiction. The arbitration will be conducted in the English language, in accordance with the international Arbitration Rules of the Estonia Commercial Arbitration Board.