SALE OF AVM TOKENS BY AVM ISSUER LIMITED
PLEASE READ THESE TERMS OF SALE CAREFULLY. BY REMITTING PAYMENT, YOU, AS A PARTICIPANT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS (TERMS) AND ALL TERMS INCORPORATED HEREIN BY REFERENCE ON YOUR BEHALF AND ON BEHALF OF ANY PERSON ON WHOSE BEHALF YOU ARE ACQUIRING TOKENS. THESE TERMS CONTAIN A RELEASE AND DISCLAIMER OF LIABILITY (PART IV, SECTION E), AN ARBITRATION PROVISION (PART IV, SECTION K) AND WAIVERS OF RIGHTS TO CLASS ACTIONS AND JURY TRIALS (PART IV, SECTIONS J AND L).
Last updated: 5 September 2019
Capitalised terms in these Terms shall have the meanings given to them in Part I (Definitions; Interpretation) unless the context requires otherwise.
Issuer will be conducting a sale of Tokens as described more fully herein. Issuer is the sole and only issuer of the Tokens. No person has been authorised to make any statement concerning the AVM Entities or the sale of the Tokens discussed herein other than as set forth in these Terms (including any documents incorporated by reference herein) and any such unauthorised statements, if made, must not be relied upon.
The Tokens are not intended to be a security under the laws of any jurisdiction. Tokens do not represent any entitlement to vote, manage, or share in the profits or proceeds of any entity. Tokens do not represent ownership of any physical asset. Issuer does not guarantee or suggest any economic return from purchasing Tokens and you should not purchase Tokens for any purposes of investment, speculation, as some type of hedging or arbitrage strategy, for immediate resale or other financial purposes. Purchase of Tokens should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.
The purchase of Tokens carries substantial risks that could lead to a loss, including a total loss, of the value or utility of the Tokens (for more details, see Part III (Risk Factors)). There can be no assurance that the objectives of the AVM Ecosystem will be achieved or that Tokens shall ever hold or maintain value within the AVM Ecosystem or elsewhere.
Participants should also be aware that they will be required to bear the financial risks of any purchase of Tokens for an indefinite period of time.
The information in these Terms (including any document incorporated by reference herein) does not constitute a recommendation by Issuer, any other AVM Entity or any other person, nor does it constitute advice on the merits of purchasing Tokens. The information in these Terms does not necessarily identify, or purport to identify, all the risk factors associated with the purchase of Tokens. Participants must make their own independent assessment, after making such investigations as they consider necessary, of the merits of purchasing Tokens. Participants should consult and rely upon their accounting, legal and tax representatives and advisors in order to evaluate the economic, legal and tax consequences of purchasing Tokens.
Participants must also investigate as to the regulations within the countries of their nationality, residence, ordinary residence or domicile regarding the purchase of Tokens, including, but not limited to, restrictions or regulations regarding (1) participating in a private or public sale of cryptographic tokens; (2) buying, holding, trading or disposing of cryptographic tokens or crypto or virtual currencies in general; (3) the exchange or export of their applicable currency; and (4) accessing or using the AVM Ecosystem or any of its functionalities. Issuer does not offer to distribute Tokens and is not soliciting the purchase of Tokens in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information in these Terms and the sale of Tokens in general are not intended for, and are not applicable to, any Restricted Person.
These Terms are based on the law and practice in force in the British Virgin Islands at the relevant time and are subject to changes therein. In the event of any dispute between any of the AVM Entities and a Participant, such dispute shall be determined pursuant to the arbitration provisions detailed in Part IV, Sections K (Submission to Arbitration) and L (Waiver of Class Action Rights and Class-Wide Arbitration).
These Terms are as of the date and version number first stated above. Issuer may amend these Terms from time to time. If any such amendments are made, Issuer will amend the version number stated above and will make every effort to update these Terms on the Website and to publish a notice regarding the amendments. It is the sole responsibility of a Participant to read and review all updates to these Terms.
To the extent that any provisions of these Terms which are binding on the Participant are revised after the Participant remits payment but prior to the Distribution of the Purchased Tokens to such Participant, such Participant may be required to confirm that they accept such revised Terms to remain eligible to receive Tokens. Failure to accept the amended Terms may result in such Participant’s contribution being refunded in accordance with Part IV, Section G (Termination Events and Refund Process).
Participants should monitor the Website (www.avmtokens.com) for any announcements as they may add to, or alter, these Terms.
Accepted Currencies means the fiat currencies and the cryptocurrencies listed as Accepted Currencies in Part II, Section B (Summary of the Token Sale).
AVM Ecosystem means the AVM Ecosystem operated by AVM Ecosystem Limited, as further described in the Marketing Documents
AVM Ecosystem Limited is an exempted company incorporated in the Cayman Islands whose registered office is c/o Estera, Clifton House, 75 Fort Street, George Town, Grand Cayman, KY1-1104, Cayman Islands
AVM Ecosystem Terms means the applicable terms, conditions and policies that govern the use of the AVM Ecosystem, as amended from time to time.
AVM Entities means the Issuer, AVM Ecosystem Limited, AVM Ecosystem Umbrella Fund SPC and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, partners, suppliers, volunteers, identity owners and relying parties, certifiers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, advisors, and the predecessors, successors and assigns of each of the foregoing.
AVM Maximum Supply has the meaning given in Part II, Section D
AVM Tokens or Tokens means the cryptographic tokens that will be generated and Distributed by Issuer on the Ethereum blockchain or such other blockchain protocol as determined by AVM Ecosystem Limited from time to time and published on the Website. AVM Tokens will utilise the symbol “AVM”.
Communications has the meaning given in Part IV, Section Q (Electronic Notices).
Conversion Rates means the rates at which Accepted Currencies are converted into EUR for the purpose of determining the Purchase Price in EUR for Tokens as further defined and calculated in accordance with Part II, Section E, sub-Section 2 (Conversion Rate).
Designated Account means the bank account notified by Issuer in accordance with these Terms for the purpose of fiat currency payments from, or on behalf of, Participants.
Designated Wallet means the cryptocurrency wallet notified by Issuer in accordance with these Terms for the purpose of cryptocurrency payments from, or on behalf of, Participants.
Dispute has the meaning given in Part IV, Section K (Submission to Arbitration).
Distribution Conditions means the Participant: (i) successfully completing the KYC Process to the satisfaction of Issuer; (ii) remitting payment for their Purchased Tokens, and Issuer (or its nominee) receiving such payment in an Accepted Currency in cleared funds in its Designated Account or in its Designated Wallet, as applicable; (iii) providing Issuer (or its nominee) with a valid address of the Participant’s Qualifying Wallet; (iv) confirmation (as set out on the Website or otherwise requested by Issuer) of the acceptance by the Participant of these Terms and certain other matters relating to the AVM Documents, including where required by Issuer, confirming their acceptance to any revised Terms; and (v) the obligations of the Issuer hereunder not having terminated in accordance with the terms herein, subject in each case to any waiver of the Distribution Conditions in respect of a particular Participant by Issuer in its sole discretion.
Distribution shall mean the initiation of the transfer of the Purchased Tokens to the Participant’s Qualifying Wallet by Issuer and Distributed shall be construed accordingly.
Early Termination has the meaning given in Part IV, Section G (Termination Events and Refund Process).
End Date has the meaning given in Part II, Section D (Overview of the Public Sale).
Issuer means AVM Issuer Limited a business company incorporated in the British Virgin Islands whose registered office is at Woodbourne Hall, Road Town, Tortola, British Virgin Islands.
KYC Policy means the know-your-customer (KYC) policy available on the Website from time to time;
KYC Process has the meaning given in Part IV, Section C (KYC Screening Requirements).
Management Team means the senior managers and officers of AVM Ecosystem Limited and its affiliated entities.
Marketing Documents means the AVM Ecosystem presentation slides and video in each case as provided by or on behalf of the Issuer and updated from time to time.
Participant or you or your means any person or entity participating or attempting to purchase Tokens. Collectively, such persons or entities shall be referred to as the Participants.
Private Token Pre-Sale means the initial funding private sale of Tokens to select participants, as further described in Part II, Section B (Overview of the Token Sale).
Purchase Price means the amounts paid by Participants to, or at the direction of, Issuer for the purchase of Tokens.
Purchased Tokens means the Tokens purchased by a Participant.
Qualifying Wallet means the digital, cryptocurrency wallet meeting the requirements set out in Part II, Section F, sub-Section 2 (Qualifying Wallets) and the address of which has been communicated by the Participant to Issuer (or its nominee) where indicated on the Website.
Refund Process has the meaning given in Part IV, Section G (Termination Events and Refund Process).
Restricted Jurisdiction means: (i) Canada; (ii) the United States; (iii) any Financial Action Task Force (FATF) high-risk jurisdiction or a FATF jurisdiction with strategic deficiencies; and (iv) any jurisdiction for which the sale of Tokens, or any offer or solicitation in respect of the Tokens, would require registration or licensing or otherwise would be unlawful or which restricts or licenses the activities of the kind that can be accessed or used through the AVM Ecosystem.
Restricted Person means any person who is, or any person purchasing Tokens on behalf of: (i) a US Person; (ii) a citizen, resident (tax or otherwise) of, or a person located or domiciled in any Restricted Jurisdiction or any entity, including without limitation, any corporation, partnership, trust or unincorporated entity, created or organized in or under the laws of any Restricted Jurisdiction; or (iii) a person under the age of 18 years.
Securities Act means the US Securities Act of 1933 (as amended).
Smart Contract means a smart contract built on the Ethereum blockchain (or such other blockchain protocol as determined by AVM Ecosystem Limited from time to time and published on the Website).
Termination Event has the meaning given in Part IV, Section G (Termination Events and Refund Process).
Terms means these terms and conditions, including any amendments and supplements hereto.
Token Pre-Sale means the Private Token Pre-Sale
United States or US means the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction (including the Commonwealth of Puerto Rico, the U.S. Virgin Islands, Guam and the Commonwealth of the Northern Mariana Islands);
US Citizen or US Resident means US citizen, US lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the US Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the US Immigration and Nationality Act, or individual who holds a passport issued by the United States government;
US Person means (i) a US Citizen or US Resident; (ii) a corporation, partnership, or other entity established or organized in or under the laws of the United States; (iii) any estate of a decedent who was a citizen or a resident of the United States or which any executor or administrator is a US Person; (iv) any trust if (a) (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii)) one or more United States Persons have the authority to control all substantial decisions of the trust or (b) any trustee is a US Person; (v) any entity organized or incorporated outside the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50 percent or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the entity; (vi) any pension plan for the employees, officers or principals of a legal entity described in clause (ii), unless the pension plan is primarily for foreign employees of such entity; (vii) any agency or branch of a foreign entity located in the United States; (viii) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; (ix) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (ix) any partnership or corporation if: (A) organized or incorporated under the laws of any jurisdiction outside of the United States and (B) formed by a US person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in the Securities Act) who are not natural persons, estates or trusts. US Person status is determined by beneficial as well as record ownership;
US$ or US Dollars means the lawful currency of the United States.
Website means www.avmtokens.com and all subdomains.
In these Terms, unless the context otherwise requires:
1. words importing the singular include the plural and vice versa;
2. words which are gender neutral or gender specific include each gender;
3. other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
4. an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
5. a reference to “includes” means to include without limitation;
6. a reference to a law is a reference to such law as amended, consolidated or replaced;
7. a reference to a document includes all amendments or supplements to such document, or replacements or novations of it;
8. a reference to an entity in these Terms includes that entity's successors and permitted assigns;
9. all references to currencies or cryptocurrencies shall include any successor currency or cryptocurrency, as the case may be, except where any successor currency or cryptocurrency (or fork thereof) is expressly excluded by the Issuer herein or by an announcement on the Website; and
10. all references to dates are to dates of the Gregorian calendar.
If there is any inconsistency between these Terms and any other AVM Document, these Terms prevail to the extent of the inconsistency, except where any announcement on the Website expressly states that it shall act as an amendment to these Terms or otherwise expressly stated to the contrary.
No rule of construction applies to the disadvantage of a party solely because that party was responsible for the preparation of this document or any part of it.
The titles, subtitles and headings used herein are provided for convenience only and should not be considered in construing or interpreting these Terms.
These Terms, the other AVM Documents and related documents may be translated. Any translation is for reference purposes only and is not certified by any AVM Entity. The English language version of these Terms, the other AVM Documents or such related documents shall prevail in the event of any inconsistency.
Certain information contained in these Terms and the other AVM Documents constitutes “forward looking statements”, which can be identified by the use of forward looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those described under Part III (Risk Factors), actual events or results or the actual performance of Tokens may differ materially from those reflected or contemplated in such forward looking statements.
The cryptographic digital Tokens to be offered for sale by Issuer will be created on the Ethereum blockchain.
AVM Tokens shall utilise the symbol “AVM” and will be divisible up to 18 decimal places. AVM Tokens are utility tokens serving as a unit of account to access and use the AVM Ecosystem in the manner described in the Website.
AVM Tokens are not intended to be a security under the laws of any jurisdiction. Tokens do not represent any entitlement to vote, manage, or share in the profits or proceeds of any entity. Tokens do not represent ownership of any physical asset. Issuer does not guarantee or suggest any economic return from purchasing Tokens and you should not purchase Tokens for any purposes of investment, speculation, as some type of hedging or arbitrage strategy, for immediate resale or other financial purposes. Purchase of Tokens should be without expectation of any profit, dividend, capital gain, financial yield or any other return, payment or income of any kind.
No language in these Terms or in any of the other AVM Documents should be understood, deemed, interpreted or construed, under the laws of any applicable jurisdiction, to equate Tokens to any kind of:
1. money, legal tender, or other currency, whether fiat, cryptographic, or otherwise;
2. equity or proprietary interest in any entity, scheme or venture, including but not limited to the AVM Entities;
3. investment in any entity, common enterprise, scheme or venture, taking any form (whether to be delivered in the future or otherwise), a security, commodity or a swap on an investment, security or commodity;
4. instrument, entity, scheme or venture that participates or receives any dividend, payment, profit, income, distribution or other economic returns; or
5. security, futures contract, derivative, deposit, negotiable instrument (including commercial paper), investment contract or collective investment scheme between the holder and any other person or entity.
The following table provides basic information about the Tokens. It is provided for summary purposes only. Please read the rest of this Part II for full details.
AVM Token Basic Information
Symbol of Token:
Smart Contract address:
A maximum of 24,000,000 AVM Tokens has been generated (the AVM Maximum Supply). Following the generation of the AVM Maximum Supply, no further AVM Tokens shall be generated.
Through a Smart Contract, the generation of the AVM Maximum Supply has been completed. Tokens available for sale are held by the Issuer.
Phase 1, Private Token Pre-Sale: The first phase was an initial funding private sale to select participants on terms bespoke to each participant.
Phase 2, Public Sale: The second phase is the public sale to Participants subject to these Terms, as further described in Sections C (Summary of the Public Sale) and D (Overview of the Public Sale) of this Part II. The Public Sale shall last until such time as the AVM Maximum Supply has been sold or as determined by AVM Ecosystem Limited in its sole discretion.
The following table provides basic information about the Public Sale. It is provided for summary purposes only. Please read Part II, Section D (Overview of the Public Sale) below, for further details.
Purchase Price of Tokens
As stated on the Website from time to time.
Where the Participant remits his payment for the Tokens in an Accepted Currency other than EUROs the Issuer shall determine the number of Purchased Tokens to be allocated to the Participant in consideration for his payment in accordance with the Conversion Rates.
Any of US Dollars (USD), Euros (EUR), Pound Sterling (GBP), Swiss Franc (CHF), Japanese Yen (YEN), Bitcoin (BTC), Ether (ETH) or such other accepted currencies as stated on the Website from time to time.
During the Public Sale, sales of Tokens to Restricted Persons will be prohibited and the Distribution of Tokens to Participants shall be subject to these Terms, including all other restrictions set out herein and the Distribution Conditions.
1. Accepted Currencies
Only the Accepted Currencies will be accepted as payment for Tokens during the Public Sale.
Where the Participant remits his payment for the Tokens in an Accepted Currency other than EUR, the Issuer shall determine the number of Purchased Tokens to be allocated to the Participant in consideration for his payment in accordance with the Conversion Rates.
Should any of the Accepted Currencies which are cryptocurrencies fork after the date of these Terms, the Issuer shall have the absolute discretion to determine the cryptographic token of which branch or branches, if any, resulting from such forking to accept as an Accepted Currency. In such a case: (a) the Issuer will announce its choice of branch or branches as and when appropriate on the Website; and (b) any double spending attempt by a Participant shall be deemed as fraudulent and will not be recognised by the Issuer as a valid payment.
Fiat currency funds received, other than in EUR, by, or at the direction of, the Issuer from, or on behalf of, the Participant as consideration for participation in the Public Sale shall, for the purposes of the calculation of the Purchased Tokens to be Distributed to the Participant, be converted into EUR at such rate as is obtained by, or on behalf of, the Issuer from the Issuer’s (or the Issuer agent or nominee’s) banking institution (the Fiat Conversion Rate). Evidence of the Fiat Conversion Rate obtained by, or on behalf of, the Issuer shall be notified to the Participant by, or on behalf of, the Issuer within ten days of receipt of funds in the Designated Account from the Participant.
Cryptocurrency funds received by, or at the direction of, the Issuer from, or on behalf of, the Participant as consideration for participation in the Public Sale shall, for the purposes of the calculation of the Purchased Tokens to be Distributed to the Participant, be converted into EUR at such rate as is obtained by, or on behalf of, the Issuer from a major reputable cryptocurrency exchange to be selected by the Issuer in its sole discretion within twelve (12) hours of receipt of funds in the Designated Wallet from the Participant, provided such rate is within the Agreed Tolerance (the Crypto Conversion Rate and together with the Fiat Conversion Rate, the Conversion Rate). Evidence of the Crypto Conversion Rate obtained by, or on behalf of, the Issuer shall be notified to the Participant by, or on behalf of, the Issuer within ten days of receipt of funds in the Designated Wallet from the Participant.
Agreed Tolerance shall mean that the amount of EUR that can be purchased pursuant to the Crypto Conversion Rate with one whole unit of the relevant cryptocurrency shall be within ±5% of the amount of EUR that could be purchased if using the rate available from Coinmarketcap.com (or, in the event of unavailability of such rates from Coinmarketcap.com, such other platform as the Issuer may determine from time to time) time stamped for the time at which the cryptocurrency funds were received, in full, in the Designated Wallet.
The determination by the Issuer of the applicable Conversion Rate and the resulting amount of Tokens to be allocated to the Participant shall be final and binding on the Participant in the absence of manifest error. Any communication of the Conversion Rate to the Participant is for information purposes only and shall not entitle the Participant to repudiate any contract hereunder or to dispute the number of Tokens Distributed to such Participant.
3. Designated Account and Designated Wallet
The only authorised Designated Account and Designated Wallet to receive fiat currency and cryptocurrency payments, respectively, during the Public Sale will be published by the Issuer on the Website. Participants should ignore addresses sent by email, SMS or posted on social media purporting to be ‘official’ payment addresses. Participants should ensure that they are accessing the correct Website which is secured with a valid SSL certificate issued by a trusted authority. Participants should remain vigilant to the variety of ways scams and fraudulent activities are perpetrated within various cryptocurrency-related channels.
The Issuer shall not announce the Designated Account and Designated Wallet by any means other than on the Website. Payments sent to any other account, address or wallet will not be recognised by the Issuer as a valid payment and shall not entitle the sender to any claim of Tokens.
In order to participate in the Public Sale and in addition to the other Distribution Conditions, payment must be received by, or on behalf of the Issuer, in an Accepted Currency in cleared funds in the Designated Account or in the Designated Wallet.
Participant contributions and satisfaction of the Distribution Conditions will be processed in the order they achieve finality on the Ethereum blockchain (or such other blockchain protocol as determined by AVM Ecosystem Limited from time to time and published on the Website). No AVM Entities have any liability for payment issues beyond their control, such as those arising from a congested blockchain.
In order to purchase Tokens and in addition to the other Distribution Conditions, you must complete the KYC Process, as further described in Part IV, Section C (KYC Screening Requirements). This includes processes mandated by applicable anti-money laundering and counter-terrorism financing regulations and legislation.
Potential Participants must familiarize themselves with the KYC Process prior to attempting to purchase Tokens to ensure that they will be able to provide the documents and confirmations required.
6. Other payment terms and conditions
(a) By remitting payment, a Participant and any person on whose behalf they are acting shall be deemed as (1) having accepted these Terms in their entirety (including any documents incorporated by reference herein); and (2) having agreed to purchase Tokens in accordance with the Terms in the form available on the Website on the date of payment. To the extent that any provisions of these Terms which are binding on the Participant are revised after the Participant remits payment but prior to the Distribution of the Purchased Tokens to such Participant, such Participant may be required to confirm that they accept such revised Terms to remain eligible to receive Tokens. Where a Participant is required by the Issuer to confirm their acceptance to any revised Terms, the Participant shall not have satisfied the Distribution Conditions and will not be eligible for Distribution of Tokens (unless waived by the Issuer in its sole discretion).
(b) Participants are responsible for their own costs related to the purchase of Tokens, including the costs of obtaining financial, tax or legal advice.
(c) Except as set out in Part IV, Section G (Termination Events), purchases made by Participants are not refundable. Participants may lose all amounts paid.
(d) The Issuer reserves the right at its sole discretion to refund any Participant’s payment.
The Issuer is the sole issuer of the Tokens. It has no operating history and was created for the sole purpose of conducting the sale of Tokens and for distributing the Tokens.
The Issuer aims to Distribute the Purchased Tokens to Participants to their Qualifying Wallets as soon as practicable after the Participant satisfies each of the Distribution Conditions. Purchases of Tokens shall be deemed complete upon Distribution. Purchases are so deemed complete and binding regardless of a Participant's ability to retrieve such Tokens, whether from the Participant’s mistyping of the Qualifying Wallet, any wallet not being a Qualifying Wallet, the loss of a private key or otherwise. Participants must ensure that the address of the Qualifying Wallet is inputted correctly at the time first communicated to the Issuer where indicated on the Website and that such digital wallet is a Qualifying Wallet.
The Smart Contracts utilised for the sale of Tokens are deployed by the Issuer. Upon the Distribution of the Tokens generated by the execution of these Smart Contracts to the relevant Participants, title to, and risk of loss of, Tokens created and delivered by any such Smart Contract passes from the Issuer to Participants.
Although reasonable efforts will be taken to ensure Distributions are made as set out herein (or as may be amended from time to time in accordance with these Terms), the Distribution of the Purchased Tokens by the Issuer shall be final and non-refundable. No Participant shall be entitled to claim any refund or reimbursement of their contribution from the Issuer or any other AVM Entities, based on the Distribution of Tokens between Participants or otherwise. The Participants waive any right to challenge the Distribution of Tokens between the Participants or any other holder of Tokens by the Issuer or any other AVM Entity. Where any Participants satisfy each of the Distribution Conditions simultaneously, or so close in time to make it impractical to calculate priority for the purpose of allocation of Tokens, the allocation of the Tokens between the Participants shall be at the sole discretion of the Issuer. The AVM Entities offer no guarantees of place or priority to Participants in the Public Sale.
2. Qualifying Wallets
In order to purchase Tokens during any Token Sale and to receive the Tokens purchased, a Participant must control an activated ERC20 compatible digital wallet. Participants must ensure that any such wallet maintains the required minimum balance of required by Ethereum at any time. Further, it is imperative that such digital wallet be controlled directly by such Participant and not controlled by a group or by an outside party, such as a cryptocurrency exchange.
In addition to the above requirements, the Issuer reserves the right to prescribe additional or different digital wallet requirements, which shall be published on the Website.
Each Participant shall have the sole responsibility to attend to and exercise due care with regard to delivery of Tokens following Distribution. Where the Participant wishes to transfer their Tokens to another digital wallet, the Participant should ensure that such wallet is compatible with the Tokens and that the private key(s) relating to such digital wallet are stored securely. Participants should not attempt to utilize or transfer payment from a wallet controlled by a group or by an outside party, such as a cryptocurrency exchange.
None of the AVM Entities shall be liable for any loss or theft of Tokens after Distribution, regardless the reason for such loss or theft.
The proceeds of the Token Sales and any other distribution of Tokens are intended to be utilised as set out on the Website. Notwithstanding such intention, the Issuer and the AVM Entities reserve the right to utilise the proceeds in any manner they determine in their sole discretion. As the Issuer will cease to be required to issue further Tokens, once all of the Tokens are distributed, the Issuer shall be wound up.
As discussed in Part II, Section D (Overview of the Token Sale), the maximum supply of AVM Tokens that can be generated by the Issuer is 24,000,000 (being the AVM Maximum Supply). The Issuer and the AVM Entities reserve the right to distribute AVM Tokens in any manner they determine in their sole discretion. (including to persons who may work for any AVM Entity’s business or future business)
The liquidity or trading of Tokens on a market outside of the AVM Ecosystem is not the objective or responsibility of the Issuer or any of the AVM Entities.
The Purchase of Tokens involves significant risks due to, among other things, the rapidly evolving technological, legal and regulatory environment of cryptocurrencies, which could negatively impact Tokens and the AVM Ecosystem. Further, the AVM Entities believe that there are numerous risks involved in the development, maintenance and running of the AVM Ecosystem, many of which are beyond their control, and that such risks could jeopardise the value and utility of Tokens within the AVM Ecosystem and otherwise.
Participants must rely on their own careful review of these Terms, together with all amendments and supplements, and on their own careful examination of the other AVM Documents, weighing all risks involved. Such Participants should not construe the contents of these Terms as providing legal, tax or accounting advice and each Participant is urged to consult with its own advisors with respect to the legal, tax, regulatory, financial and accounting consequences of purchasing Tokens.
Each Participant should read, comprehend and consider carefully the risks described below, in addition to the other information stated in these Terms, before deciding whether to purchase Tokens. Such decision must be made with a full awareness of the risks involved, which include the risk of a total loss of contributions, a total loss of Tokens and/or a total loss of the utility or value of Tokens.
The aggregate proceeds from the sale of Tokens may be insufficient to properly sustain or grow the AVM Ecosystem. Without a thriving AVM Ecosystem, the utility and value of Tokens is likely to suffer.
General regulation of cryptocurrencies and blockchain technologies, which include Tokens and the AVM Ecosystem, and of transactions such as the sale of Tokens, lack uniformity and are unsettled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty.
Further, changes to laws or regulations, including the enactment of new requirements in relation to regulatory authorisation, anti-money laundering, financial promotions, the use of third-party affiliates, taxation, the internet or e-commerce (or change in the application or interpretation of existing regulations or laws by regulators or other authorities) in any jurisdiction in which the AVM Entities currently carry on, or wish to carry on, business might oblige the AVM Entities to cease conducting business, or modify the manner in which they conduct, or plan to conduct, business, in that jurisdiction.
Although the Issuer aims to establish and implement, and maintain, policies and procedures that they consider adequate to detect any risk of failure by any of the AVM Entities to comply with their obligations under the relevant AVM Entity’s regulating body, there is a risk of non-compliance arising from differing interpretations, human error, unauthorised access, technological failure, and fraud. There is no guarantee that the Tokens and/or the AVM Ecosystem will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.
The AVM Entities may receive queries, notices, warnings, requests or rulings from one or more regulatory authorities from time to time or may even be ordered to suspend or discontinue any action in connection with the AVM Ecosystem or with the distribution of Tokens. Any non-compliance where applicable laws or regulations apply in any jurisdiction could have a significant impact on the way in which the AVM Entities conduct their business and could subject the AVM Entities to criminal penalties, civil lawsuits, warning notices, fines (which may be excessive) and/or other sanctions from regulators or authorities. The failure to obtain prior regulatory authorisation in a jurisdiction or the refusal of a regulator to grant that authorization in a jurisdiction where it may wish to operate could prevent the AVM Ecosystem from maintaining or expanding its business.
Any of the factors described above could have a material adverse effect on the reputation, business, financial condition, and operating results of the AVM Entities and the AVM Ecosystem. In such a case, the value or utility of Tokens within the AVM Ecosystem may be negatively affected or may even decrease to zero.
Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology such as with quantum computing, could present risks to all cryptography-based systems, including the AVM Ecosystem, Tokens and the Ethereum protocol. These advances could result in the theft, loss, disappearance, destruction or devaluation of Tokens. There can be no guarantee that the value or security of Tokens will not be destroyed or negatively impacted by the future developments in the field of cryptography.
The AVM Ecosystem will still be under development for the foreseeable future. The AVM Entities charged with the continued development and improvement of the AVM Ecosystem could prove to be incapable of effective development due to a variety of reasons, such as a lack of managerial skill, technical difficulties, or a lack of resources. Accordingly, the development of the AVM Ecosystem could fail or even be aborted in the future, which would likely negatively affect the value and utility of Tokens. There can be no guarantee that the AVM Ecosystem shall be continued to be developed effectively or at all.
Tokens derive their utility from the AVM Ecosystem. The AVM Ecosystem is in its infancy and is not expected to have a significant user base immediately upon launch. AVM Entities may fail to attract the participants or funding necessary for a robust AVM Ecosystem and following. There is no guarantee that any planned service offerings will materialise or that the AVM Entities will have the resources, users, leadership or vision to create and sustain the AVM Ecosystem and the utility of the Tokens.
There have been many documented incidents of thefts and attempted thefts of cryptocurrency. The Issuer and other AVM Entities may hold large amounts of cryptocurrency and/or Tokens following the conclusion of any distribution of Tokens. This may make such entities the target of cryptocurrency thieves and scammers. Due to the rapidly evolving nature of cryptocurrency, there likely will always be a risk of vulnerability to theft even with adherence to security best practices. There can be no guarantee that the Issuer or any of the AVM Entities will not be a victim of cryptocurrency theft, the result of which may adversely the AVM Ecosystem and therefore the value and utility of Tokens.
No one can guarantee the source code of the smart contract system or the Ethereum blockchain to be flaw-free. Flaws, errors, defects and bugs in such may disable functionality for users, expose users’ information or otherwise negatively impact users. This could compromise the usability, stability, and/or security of the AVM Ecosystem and consequently adversely impact the value and utility of Tokens.
The AVM Ecosystem is developed on the Ethereum blockchain, which is an open source protocol. Once released to the open-source community, anyone may clone the source code and develop a diverging blockchain protocol without prior permission by anyone else. The acceptance and support for such a divergent blockchain by some faction of the community could result in a ‘fork’ in the blockchain. The existence of one or more forks in the blockchain may undermine the usability and sustainability of the Tokens, which could adversely impact the operation of the AVM Ecosystem and the utility and value of Tokens.
Tokens stored in a digital wallet are accessible by a private key, which is simply a unique string of text. The loss or destruction of a digital wallet's private key may render the Tokens on such wallet inaccessible. Further, if a private key is learned or copied by another person, such person could misappropriate the Tokens (and any other cryptocurrency or tokens) stored in the digital wallet. Participants are required to safeguard the private keys of their digital wallets. No AVM Entity will be liable for any losses due to any situation in which a private key is lost, divulged, destroyed or otherwise compromised.
Should Tokens ever be listed for trade on an outside market or on a cryptocurrency exchange, no AVM Entity will be obliged to concern itself with, or to take action with regard to the pricing, supply or regulation of Tokens on such market or exchange.
The Tokens have not been nor will they be registered under the Securities Act, as amended, and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons.
As the architect of the AVM Ecosystem and one of the original participants in the AVM Ecosystem, the management team and certain other AVM Entities have substantial influence on the setup, governance and initial operations of the AVM Ecosystem. The interests of such persons may not be aligned with the interests of Participants and there is no guarantee that any governance of the AVM Ecosystem can prevent, restrict or deter entities from acting in their own self-interests. Moreover, members of the management team may be appointed and can be replaced (or terminate their employment willingly) at any time. Any changes to the Management Team could impact the utility and value of Tokens.
Tax laws and regulations are highly complex and subject to interpretation, especially when cross-border transactions and multiple tax jurisdictions are involved. Consequently, the AVM Entities are subject to changing tax laws, treaties and regulations. If any tax authority successfully challenges the operational structure of the distribution of Tokens or the AVM Ecosystem, or if any of the AVM Entities loses a material tax dispute, their tax liabilities could increase substantially. This could negatively affect the AVM Parties’ ability to manage and grow the AVM Ecosystem, which could negatively impact the utility of Tokens.
In addition, the taxation of cryptographic and utility tokens is an evolving area of law and often varies widely between jurisdictions. Participants may have tax reporting implications and participating in any distribution of Tokens may create liabilities for Participants, depending on their tax jurisdiction and situation. Participants are urged to consult their tax advisors prior to participating in a distribution of Tokens. The AVM Entities expressly disclaim responsibility and liability for the tax treatment and tax obligations arising from any participation in a distribution of Tokens.
As holders of Tokens, Participants will be subject to the AVM Ecosystem Terms in order to utilise their Tokens on the AVM Ecosystem and any additional credits that may be allocated to the Participant may also be subject to their own terms. Once published, these terms and conditions are subject to revision from time to time and there is no guarantee that such terms, or any revisions thereof, will be acceptable to Participants.
The Issuer and its affiliates have, or plan to, put in place systems and procedures that they believe to be adequate to safeguard the security, integrity and confidentiality of information, to block users from certain jurisdictions and to protect the AVM Ecosystem from being used to defraud, launder money or for other unlawful activities. These systems and controls could fail or otherwise be found to be inadequate, either currently or as a result of future technological developments. This could result in violations of applicable laws or regulations. Any such violations or claims in respect of any such violations could damage the reputation of the AVM Ecosystem and force the AVM Entities to incur legal and other costs and possibly financial penalties, any of which could have a material and adverse effect on the reputation, operations, financial performance, and prospects of the AVM Ecosystem. In addition, failure to adequately monitor and prevent money laundering and other fraudulent activity could result in civil or criminal liability for the AVM Entities.
The development and prospects of the AVM Ecosystem and the Tokens are dependent upon training and retaining qualified mathematical, engineering, programming, marketing and technical employees. Whilst contractual arrangements have been entered into with members of senior management and other key personnel with the aim of securing the services of each of them, retention of these services cannot be guaranteed and there is a risk that other companies including competitors may seek to hire those staff. The loss of the services of any of the senior management team or key personnel may have a material adverse effect on the AVM Ecosystem and its commercial and financial performance and damage the utility of the Tokens.
The ability to continue to attract and retain employees with the appropriate expertise cannot be guaranteed. Effective product development and innovation, upon which the AVM Ecosystem’s success is dependent, is in turn dependent upon attracting and retaining talented mathematical, technical, engineering and marketing personnel, who represent a significant asset.
The Issuer is incorporated under the laws of the British
Virgin Islands with limited liability. The Issuer
is incorporated in the British Virgin Islands because of certain benefits associated
with being a British Virgin Islands company, such as political and economic stability,
an effective judicial system, a favorable tax system, the absence of exchange
control or currency restrictions and the availability of professional and
support services. However, the British Virgin Islands provide protections for Participants
to a significantly lesser extent than other jurisdictions.
The following documents are incorporated by reference into these Terms:
1. the Marketing Documents;
3. the KYC Policy;
5. any announcements made on the Website at any time before the Distribution to the Participant and expressed therein to be incorporated into these Terms.
Participants must monitor the Website for such announcements.
These Terms are as of the date and version number first stated above. The Issuer may amend these Terms from time to time. If any such amendments are made, the Issuer will amend the version number stated above and will make every effort to update these Terms on the Website and to publish a notice regarding the amendments. It is the sole responsibility of a Participant to read and review all updates to these Terms.
To the extent that any provisions of these Terms which are binding on the Participant are revised after the Participant remits payment but prior to the Distribution of the Purchased Tokens to such Participant, such Participant may be required to confirm that they accept such revised Terms to remain eligible to receive Tokens. Where a Participant is required by the Issuer to confirm their acceptance to any revised Terms, the Participant will not be eligible for Distribution until such time as they have accepted the revised Terms in the manner requested by the Issuer (unless waived by the Issuer in its sole discretion) and satisfied each other Distribution Condition.
These Terms govern the sale of Tokens by the Issuer to prospective Participants who meet the eligibility criteria to purchase Tokens. However, nothing herein should be construed as an offer to sell or a solicitation to purchase Tokens to any person: (a) in any Restricted Jurisdiction and any other jurisdiction in which such offer or solicitation is not authorized; or (b) to whom it would be unlawful to make such offer or solicitation.
In particular, the information in these Terms are not intended for, and are not applicable to, any Restricted Person. If a Restricted Person purchases the Tokens, the AVM Entities shall not be bound by these Terms (including, for the avoidance of doubt, any documents incorporated herein) in relation to such purchase and may take all necessary and appropriate actions, in their sole discretion, to invalidate any agreement between the Issuer and such Restricted Person, including referral of information to appropriate authorities.
It is the responsibility of any person or persons wishing to participate in the Public Sale to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction.
To purchase Tokens, every Participant must follow the know-your-customer (KYC) process (the KYC Process) as outlined in the KYC Policy. No Tokens shall be Distributed to a Participant, and the Distribution Conditions shall not be met, until the Participant has successfully completed the KYC Process to the satisfaction of the Issuer.
If a Participant fails to pass the KYC Process to the satisfaction of the Issuer after it has remitted payment to the Issuer, the Issuer shall initiate the Refund Process in accordance with Part IV, Section G (Termination Events and Refund Process Termination ). Potential Participants must familiarise themselves with the KYC Policy prior to attempting to purchase Tokens, to ensure that they will be able to provide the documents and confirmations required.
1. The Issuer reserves the right to reject any Participant at its absolute discretion at any point during any Token Sale.
2. The Issuer reserves the right to waive or not enforce one or more provisions of these Terms in respect of any one or more Participants and to enter into any agreement with a Participant that offers terms that differ substantially from the Terms set out herein.
3. The Issuer reserves the right to organise additional token sales or distribution events with the terms and conditions it determines in its absolute discretion, provided that there is no increase in the AVM Maximum Supply. Such additional sales or events shall not require a revision of these Terms.
4. The Issuer may amend these Terms from time to time as it determines in its absolute discretion.
To the extent that any provisions of these Terms which are binding on the Participant are revised after the Participant remits payment but prior to the Distribution of the Purchased Tokens to such Participant, such Participant may be required to confirm that they accept such revised Terms to remain eligible to receive Tokens. Where a Participant is required by the Issuer to confirm their acceptance to any revised Terms, the Participant shall not have satisfied the Distribution Conditions until such time as they have accepted the revised Terms in the manner requested by the Issuer (unless waived by the Issuer in its sole discretion).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ISSUER OR ANY OF THE OTHER AVM ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE TOKENS, THESE TERMS, THE AVM DOCUMENTS, ACCESS OR USE OF THE AVM ECOSYSTEM (INCLUDING THE WEBSITE) OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION HEREIN OR INCORPORATED HEREIN, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO RECORDS, PROGRAMS OR SYSTEMS), 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).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE LIMITATIONS ON LIABILITY SET OUT HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE ISSUER AND ANY OTHER AVM ENTITIES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS (INCLUDING ANY DOCUMENTS INCORPORATED HEREIN), THE ACCESS TO AND USE OF THE WEBSITE, THE TOKENS, THE AVM ECOSYSTEM OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE AVM ECOSYSTEM EXCEED THE GREATER OF US$100 AND THE AMOUNT RECEIVED BY THE ISSUER FROM PARTICIPANTS FOR THE SALE OF THOSE TOKENS THAT ARE THE SUBJECT OF THE CLAIM.
EACH PARTICIPANT AGREES THAT THEY WILL NOT COMMENCE, OR ATTEMPT OR THREATEN TO COMMENCE, ANY PROCEEDINGS, ACTION OR CLAIM (INCLUDING ANY CLAIM FOR COMPENSATION OR COSTS) AGAINST THE ISSUER OR ANY OF THE AVM ENTITIES IN ANY JURISDICTION FOR THE RECOVERY OF ANY LOSS, DAMAGE, COST OR EXPENSE, OR IN RELATION TO ANY LIABILITY, ARISING OUT OF OR IN CONNECTION WITH TOKENS, THESE TERMS (INCLUDING ANY DOCUMENTS INCORPORATED HEREIN) OR THE AVM ECOSYSTEM EXCEPT IN ACCORDANCE WITH THESE TERMS (INCLUDING THE LIABILITY RELEASE SET OUT HEREIN).
ANY LIABILITY TO ANY PARTICIPANT ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS (INCLUDING ANY DOCUMENTS INCORPORATED HEREIN), THE ACCESS TO AND USE OF THE WEBSITE, THE TOKENS, THE AVM ECOSYSTEM OR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE AVM ECOSYSTEM SHALL BE LIMITED TO THE EXTENT SET OUT IN THESE TERMS. PARTICIPANTS ACKNOWLEDGE THAT THEY HAVE RELIED ONLY ON THE INFORMATION CONTAINED IN THESE TERMS (EXCLUDING ANY INFORMATION EXPRESSED TO BE NON-BINDING) IN MAKING ANY DECISION TO PARTICIPATE IN ANY TOKEN SALE AND THAT NO PERSON HAS BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION CONCERNING THE AVM ENTITIES, ACCESS TO AND USE OF THE WEBSITE, THE TOKENS, THE AVM ECOSYSTEMOR ANY APPLICATION, PRODUCTS OR SERVICES ACCESSED ON THE AVM ECOSYSTEM (OTHER THAN AS CONTAINED IN THESE TERMS) AND, IF GIVEN OR MADE, ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY ANY AVM ENTITY.
The AVM Entities do not make any representation or warranty with respect to the Tokens. Tokens are provided on an “as is” and “as available” basis, without warranty, including but not limited to any warranty of merchantability, any warranty of fitness for particular purpose, or any warranty regarding their value, technical specifications, performance or function.
In particular, the AVM Entities hereby expressly disclaim responsibility and shall in no case be liable, and each Participant hereby releases the AVM Entities from any liability, for any damage, loss, penalty, cost or expense, whether direct, indirect, incidental, consequential, special, punitive, exemplary or economic (and whether or not caused by negligence) which arises in tort, contract or otherwise, to the fullest extent allowed by applicable law, to any person or entity in connection with:
1. any person’s purchase of Tokens in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction, whether due to such person purposefully evading safeguards within the KYC Process or whether due to a failure or omission within the KYC Process itself;
2. any person’s purchase of Tokens in violation of or contravention to any representation, warranty, obligation, covenant or other provision of these Terms;
3. the exercise of any right by the Issuer under these Terms;
4. unauthorised data interception, interruption, transmission blackout, or delays (due to data volume, server error or otherwise) during the KYC Process or otherwise;
5. a delay in Distributing the Tokens after the satisfaction of the Distribution Conditions, or a delay in the Refund Process (whether due a Termination Event, a failure to pass the KYC Process or otherwise);
6. any loss in value suffered by any person as a result of the Refund Process;
7. any delay in development of the AVM Ecosystem, any failure to meet any anticipated milestones for the AVM Ecosystem or any failure to timely disclose any information relating to the development of the AVM Ecosystem;
8. any error, bug, flaw, defect or otherwise of the source code of the AVM Ecosystem or in related code;
9. any application, program, service or good created on, operated on or connected to AVM Ecosystem;
10. any malfunction, breakdown, collapse, or delay caused by the Ethereum blockchain;
11. the loss or perceived poor utilisation of the proceeds raised;
12. any theft or loss of Tokens due a failure to (a) safeguard a digital wallet, including the loss, destruction, theft or accidental disclosure of a private key, or (b) not utilising a proper type or kind of digital wallet as described herein, including improperly utilizing a wallet or account from a cryptocurrency exchange;
13. any default, breach, infringement, breakdown, collapse, service suspension or interruption, fraud, mishandling, misconduct, malpractice, negligence, bankruptcy, insolvency, dissolution or winding-up of any third party funding portal, wallet or exchange service handling Tokens;
14. any difference, conflict or contradiction between these Terms and any information provided on any third party funding portal;
15. any tax consequences to the Participant or for any withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from the Participant’s purchase of Tokens;
16. listing or delisting of Tokens on or from any cryptocurrency exchange or market, or the trading of, or the inability to trade, Tokens on the same; and
17. the Tokens, or any agreement to purchase Tokens, being classified or treated by any government, quasi-government, authority or public body as a kind of currency, securities, commercial paper, negotiable instrument, investment, future or other classification that may be banned, regulated or subject to legal restrictions.
By applying to purchase Tokens, you, as a Participant, hereby represent and warrant to the Issuer and each other AVM Entity that:
1. you, and any person you are acting on behalf of or purchasing Tokens for:
a. are not Restricted Persons and meet all of the eligibility requirements in these Terms;
b. are of sufficient age to enter into a binding contract and have full legal capacity of conduct under the laws of the jurisdiction where you and they are domiciled or maintain citizenship;
c. where acting on behalf of an entity, have the necessary authority and consents to accept these Terms and any other AVM Document on behalf of such entity and agreeing to these Terms and any other AVM Document and purchasing Tokens hereunder shall not result in any breach of any provision of a Participant’s constitutional or organisational documents, any provision of any judgment, decree or order imposed on a Participant or any other material agreement, obligation, duty or commitment to which the Participant is bound;
d. have read, understood and agreed to these Terms, which includes all announcements on the Website and the other AVM Documents;
f. have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms;
g. understand that finder's fees or commissions may be paid in connection with purchases of Tokens, which may include your purchase;
h. (i) are not a person on any sanctions lists imposed by the United Nations, European Union, or other regional or international organisation of which the British Virgin Islands is a member or associate member, or of which the United Kingdom is a member and the sanctions, embargos or similar measures have been extended to the British Virgin Islands by an Order in Council, through the exercise of any Royal Prerogative or otherwise; (ii) do not reside in and no payment will be made from any country or territory that has been designated as a ‘non-cooperative country or territory’ by the Financial Action Task Force; (iii) your and their participation in the purchase of Tokens does not violate any anti-money laundering, politically exposed person or counter-terrorism financing regulations; and (iv) the funds used to purchase Tokens are not derived from or related to any activities considered criminal or otherwise unlawful in any relevant jurisdiction and you and they will not use the Tokens to finance, engage in or otherwise support any activity considered criminal or otherwise unlawful in any relevant jurisdiction;
i. are (i) permitted by the laws of your and their jurisdiction to purchase Tokens; and (ii) legally permitted and capable to acquire, receive and hold Tokens and cryptographic tokens generally and to access and use the AVM Ecosystem without any further registration, authorisation, declaration, filing or consent being required by you, any person on whose behalf you are acting or any of the AVM Entities;
j. have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain and cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets) blockchain-based software systems and blockchain or distributed ledger technology, to be able to evaluate the risks of a purchase of the Tokens, including, but not limited to, the matters set forth in these Terms and each other AVM Document, and is able to bear the risks thereof, including loss of all amounts paid, loss of the Tokens, and liability to the Issuer and others for its acts and omissions, including without limitation those constituting breach of these Terms, negligence or wilful misconduct;
k. are experienced in and fully capable of operating, maintaining and safekeeping any digital wallet to which you or they propose to receive or send Tokens;
l. have obtained sufficient information in order to make an informed decision to purchase the Tokens and has had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms, the other AVM Documents and the Tokens;
m. do not require any consent, approval, order or authorization of, or qualification, registration, declaration, designation or filing with, governmental authority or agent of any kind with regard to the purchase of Tokens;
n. understand that Tokens do not represent shares, equity or any type of ownership interest in any existing or future public or private company, corporation or other entity in any jurisdiction, and that Tokens do not represent any entitlement to vote, manage, or share in the profits or proceeds of any entity;
o. understand that Tokens do not represent ownership of any physical asset or ownership or other interest or rights of any form with respect to any AVM Entity or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property) and are neither a loan to any AVM Entity nor a security of any kind and that the neither the Issuer, nor any other AVM Entity, guarantees or is representing in any way to the Participant that the Tokens have any rights, uses, purpose, attributes, functionalities or features and the Participant acknowledges understands and agrees that the Participant should not expect and there is no guarantee or representation made by the Issuer that the Participant will receive any other credit, product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise;
p. understand that the Tokens may have no value;
q. understand that you and they are waiving any right to participate in a class action lawsuit or in a class-wide arbitration against the AVM Entities or any right to a jury trial;
r. understand the limitations on, and release of, liability and indemnities set out in these Terms and any other AVM Document;
s. except as otherwise provided for herein, understand that you and they have no right of any refund of any amounts submitted or that will be submitted to the Issuer for the issuance of Tokens;
t. understand that nothing in these Terms nor any other AVM Document should be construed as tax, accounting or legal advice, and that you and they bear the sole responsibility to determine the tax implications of (a) the purchase of Tokens; (b) ownership and use of Tokens; and (c) any subsequent disposition of Tokens; and
u. bear full responsibility to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any applicable jurisdiction as a result of or in connection with the receipt, holding, use, purchase, appreciation, trading, remittance or disposal of Tokens or use of the AVM Ecosystem;
2. the obligations expressed to be assumed by you under these Terms and any other AVM Document are legally valid, binding and enforceable obligations;
3. all information submitted by you, or on your behalf, for the purposes of the Public Sale is true, complete, valid and non-misleading; and
4. your, and any person’s on whose behalf you are acting or purchasing Tokens, rationale for acquiring Tokens is based solely on the expected future utility of Token within the AVM Ecosystem, and you confirm that your, and any person’s on whose behalf you are acting or purchasing Tokens, purchases of Tokens are for commercial, and not investment, purposes and without expectation of profit, dividend, capital gain, financial yield, increased value on any trading market or exchange, or of any other speculative return, payment or income of any kind.
You agree that each of the above representations and warranties: (1) are true, accurate, complete and non-misleading as of the date and time of your latest application to participate in the Public Sale and any additional date on which you confirm your acceptance to these, or any revised, Terms; and (2) shall survive a Termination Event. These representations and warranties shall be deemed repeated on the day on which the Distribution Conditions are satisfied and each day that a Token is Distributed or transferred to you.
By agreeing to these terms, the Participant agrees and undertakes that it shall:
b. will only access and use the AVM Ecosystem in accordance with the AVM Ecosystem Terms;
c. not sell or offer for sale any Tokens in any Restricted Jurisdiction or to any Restricted Person at any time and will not at any point hold the Tokens on behalf of any Restricted Person at any time; and
d. notify the Issuer in writing immediately upon becoming aware: (i) that any of the representations and warranties made by Participant pursuant to this clause F were at the time they were made or deemed to be made, or is becoming with the passage of time, false or misleading; and (ii) of any breach of the undertakings in this clause F.
Termination of Individual Contributions. In addition to and notwithstanding any other provision of these Terms, the Issuer reserves the right to initiate the Refund Process in respect of any one or multiple Participant’s contribution in the event that:
(a) such Participant fails to meet any Distribution Condition (including, but not limited to, failure to satisfy the KYC Process or failure to accept any revised Terms); and/or
(b) the Issuer in its sole discretion rejects the Participant from purchasing Tokens in accordance with its rights under Part IV, Section D (Issuer Rights) (whether for regulatory, reputational or other reasons).
The Refund Process shall mean that the Issuer shall, as soon as practicable and only to the extent legally permitted to do so in the sole opinion of the Issuer, remit and refund to any Participant who has remitted payment but has yet to have the corresponding Purchased Tokens Distributed to them, the Purchase Price in the same form, subject to the below regarding Hard Forks, as originally transmitted to the Issuer from such Participant, save that the value of the Participant’s payment may have decreased due to fluctuations in the market rate of fiat currencies and cryptocurrencies, deductions of transaction fees or other factors. The Refund Process shall be deemed complete when the Issuer initiates transmission of such refund (less any such deductions determined by the Issuer) to the digital wallet or bank account the Purchase Price originated from.
Obligations regarding Return of Cryptocurrency
In the event that: (i) any payment was remitted by the Participant in cryptocurrency; (ii) the Refund Process is initiated in respect of such payment; and (iii) in the period between the Issuer receiving the payment and the time at which the Issuer initiates transmission of such refund, there is a Hard Fork in the blockchain for the relevant cryptocurrency, the Issuer shall only be obliged to refund any incremental tokens generated as a result of the Hard Fork (the New Tokens) to the extent that returning such New Tokens is not prohibitively burdensome or otherwise restricted.
Hard Fork means a permanent divergence in the blockchain resulting in two or more competing blockchains.
In the event of any distribution, other than as a result of a Hard Fork, of new tokens resulting from the ownership of a pre-existing token (such new tokens being Airdropped Tokens), the Issuer shall be under no obligation to return the Airdropped Tokens as part of the Refund Process.
From time to time, the Issuer or any AVM Entity may fail to require or strictly enforce, or may delay requiring or enforcing, compliance with any provision of these Terms. The Issuer or any AVM Entity may also fail to exercise, or delay exercising, any or all of their rights herein. Any such failure or delay shall not be construed as a waiver or relinquishment of the AVM Entities’ rights to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by the Issuer of any condition, provision, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
If any portion of these Terms is held to be illegal, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion shall be severed, and such illegality, unenforceability or invalidity shall not affect the legality, enforceability or validity of the rest of these Terms in that jurisdiction, nor the legality, enforceability or validity of these Terms in any other jurisdiction.
These Terms, any AVM Document and any changes to the Terms or any other AVM Document announced on the Website are each governed by the laws of the British Virgin Islands. Any present or future law which operates to vary the obligations of the Issuer or any AVM Entity in connection with these Terms with the result that the rights, powers or remedies of the Issuer or such AVM Entity are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
You agree to submit any Dispute (as defined below) to arbitration in accordance with Part IV, Section K (Submission to Arbitration) below. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of the British Virgin Islands and WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY.
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms (including, for the avoidance of doubt, all documents incorporated herein and any claims regarding their validity, existence, or termination) and any action or transaction under or contemplated by these Terms, including receiving, using, holding, or transferring Tokens (any Dispute) that is not settled by you and the relevant AVM Entity within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration in accordance with the provisions of the BVI IAC Arbitration Rules (the Rules). Further, the parties hereby agree that:
1. the law of this section is British Virgin Islands law;
2. the seat of arbitration will be Road Town, Tortola, British Virgin Islands, unless the parties agree otherwise;
3. the number of arbitrators will be three, to be appointed in accordance with the Rules; and
4. the arbitration proceedings will be conducted in English.
Notwithstanding any other provision of these Terms, you agree that the relevant AVM Entity has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from: suit; jurisdiction of any court; relief by way of injunction or order for specific performance or recovery of property; attachment of assets (whether before or after judgment); and execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction (and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).
You agree that any Dispute is personal to you and the relevant AVM Entity and will not be brought as a representative action, class action, or any other type of representative proceeding in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Issuer and all other AVM Entities from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (1) your responsibilities or obligations under these Terms; (2) your violation, or the violation of any person on whose behalf you are acting, of any of the provisions in these Terms; or (3) any inaccuracy in any representation or warranty given by you under these Terms or otherwise, whether in respect to you or any person on whose behalf you are acting.
The AVM Entities reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
Each Participant agrees to do anything (including, but not limited to, obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) which the Issuer or any other AVM Entity asks and considers necessary to:
1. bind the Participant and any other person intended to be bound in connection with any provision in these Terms;
2. confirm whether the Participant is complying with applicable law and these Terms; and/or
3. comply with the Issuer’s or any other AVM Entity’s legal, regulatory and governance requirements.
These Terms are between, and intended solely for the benefit of, the Issuer and the Participant and are not intended to confer third party beneficiary rights upon any other person or entity, save that any other AVM Entity may rely on these Terms in any Dispute brought against them in relation to the subject matter of these Terms. The consent of no AVM Entity, other than the Issuer, is required for the Issuer to exercise its right to amend these Terms.
Nothing in these Terms, and no actions by the AVM Entities or any Participant unless expressly stated therein, shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between such persons nor appoint any Participant as an agent of any AVM Entity.
No Participant may assign or transfer any of its rights or obligations under these Terms. Any AVM Entity may assign or transfer any of their rights or obligations under these Terms, in whole or in part, without obtaining the consent or approval of any Participant or any other person.
Each Participant agrees and consents to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively Communications) that the AVM Entities may provide in connection with these Terms, any other AVM Document or any purchase or use of Tokens and agrees that such Communications may be delivered by posting them on the Website or to any email address provided by the Participant to any AVM Entity for such purpose. Any such Communication shall be deemed received on the date posted to the Website or on which the email is transmitted.
The AVM Entities retain all right, title and interest in each AVM Entity’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, designs, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark (and where patentable, copyrightable or protectable, whether or not so protected) and any trademarks, copyrights or patents based thereon. Nothing in these Terms shall confer or be deemed to confer on any Participant any rights or licenses in such intellectual property and no Participant may use any such intellectual property for any reason without the relevant AVM Entity’s consent.
Each Participant hereby covenants that it shall not take any action to present a petition or commence any case, proceeding, proposal or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganisation, arrangement in the nature of insolvency proceedings, adjustment, winding-up, liquidation, dissolution, composition or analogous relief with respect to the AVM Entities or the debts or obligations of any AVM Entity.
No of AVM Entity shall be in breach of its obligations under these Terms, if any, for a total or partial failure of performance by it of its duties and obligations occasioned by any fires; strikes; floods; power outages or failures; acts of God or state enemies; acts of any government or government official; any and all market movements, shifts, or volatility; computer, server, or internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against by the Issuer or the Founder, as applicable.
Subject to the below, the obligations of the Issuer under these Terms as between the Issuer and a Participant shall immediately terminate upon the earlier of: (i) the Distribution of the Purchased Tokens to the Participant; or (ii) the occurrence of a Termination Event and the completion of the Refund Process, except where the Issuer is not legally permitted to carry out the Refund Process, in the sole opinion of the Issuer, in which circumstance, the obligations of the Issuer under these Terms as between the Issuer and a Participant shall immediately terminate upon the occurrence of the Termination Event.
The following Sections of these Terms shall survive the termination of the Issuer’s obligations under the Terms in and shall remain binding and effective at all times on the Participant unless expressly terminated by the Issuer:
(i) Part II, Sections E (Payment Process for the Public Sale) to I (Restriction on Transferring Tokens) (inclusive); and
(ii) Part IV, Sections D (Issuer Rights) to F (Participant Representations, Warranties) (inclusive) and Sections H (No Waiver) to this Section V (Termination and Survival) (inclusive).