Legal Disclaimer
LEGAL DISCLAIMER
TROVE TOKEN - TERMS AND CONDITIONS OF TOKEN DISTRIBUTION AND USAGE
BY CLICKING "I ACCEPT" BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX OR CONFIRMATION PAGE, PROVIDING ANY REQUESTED INFORMATION, OR OTHERWISE ACQUIRING TROVE, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS IN THESE TERMS. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO SELL TROVE TO YOU AND YOU MAY NOT PURCHASE TROVE. THE PURCHASE OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS, SOME OF WHICH THE SELLER (AS DEFINED HEREIN) HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
PLEASE READ THESE TERMS OF TOKEN SALE AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE TROVE (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
NEITHER THE SELLER NOR ANY GROUP ENTITY IS A REGISTERED BROKER, ANALYST OR INVESTMENT ADVISOR. ALL INFORMATION OR DOCUMENTATION PROVIDED BY THE SELLER OR ANY GROUP ENTITY IS PURELY FOR GUIDANCE AND INFORMATIONAL PURPOSES. TROVE IS AVAILABLE FOR PURCHASE FOR PARTICIPATION IN THE ARBITROVE PROTOCOL, WHICH IS AN EXPERIMENTAL PROOF-OF-CONCEPT ECOSYSTEM AS DEFINED WITHIN THE TOKEN DOCUMENTATION. THESE TERMS AND ALL INFORMATION RELATING TO THESE TERMS SHOULD BE INDEPENDENTLY VERIFIED AND CONFIRMED. NEITHER THE SELLER NOR ANY GROUP ENTITY ACCEPTS ANY LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER CAUSED IN RELIANCE UPON SUCH INFORMATION OR SERVICES.
These Terms constitute a binding legal agreement between you and the Seller. It contains the terms that govern your purchase of TROVE as well as any smart contracts (if any) related to the purchase and/or distribution of TROVE.
The aggregate purchase price to be paid by you for TROVE shall be as indicated in the adjoining "ACCEPTANCE" OR "CONFIRMATION" page. The purchase price for TROVE shall be payable in ETH to the Seller's designated wallet address as may be notified by the Seller to you in the adjoining "ACCEPTANCE" OR "CONFIRMATION" page.
The amount of TROVE which you have successfully purchased shall be notified to you after the conclusion of the TROVE public token sale round. TROVE purchased shall be delivered promptly after the date that the smart contract which generates TROVE is deployed on the Arbitrum blockchain (or such other blockchain network or Layer-2 solution). Purchased TROVE shall be delivered to your digital wallet address as notified to the Seller in the adjoining "ACCEPTANCE" OR "CONFIRMATION" page. Upon the delivery of TROVE, the Seller shall be deemed to have fully performed all its obligations under these Terms and shall have no further obligations under these Terms. You accept and agree that failure to provide a valid digital wallet address will prevent the Seller from delivering TROVE to you.
Your purchase, whether through an intermediary or otherwise, of TROVE tokens (TROVE) from Arbitrove or its subsidiary, a Foundation incorporated in the Republic of Panama (the Seller, or us), as well as continued holding and/or usage of TROVE, howsoever acquired, including without limitation pursuant to any public sale, community incentive allocation, community distribution/allocation, or staking/rewards/ incentives program, is subject to these Terms and Conditions (the Terms). Each of you and the Seller is a “Party,” and together the “Parties.” Please read the below terms and conditions carefully before registering, accessing, browsing, downloading and/or using the website at https://nitrocartel.finance/ or https://arbitrove.finance/ and any sub-domains (the Website). By accessing or using the Website, purchasing TROVE (whether through an intermediary or otherwise), or continuing to hold or use TROVE, you agree to be bound by these Terms (and all terms incorporated by reference).
Before agreeing to the Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the Website, and shall not be entitled to purchase TROVE (whether through an intermediary or otherwise) or continue to hold or use TROVE. The Seller shall be under no obligation to maintain a copy of these Terms on the Website after the sale of TROVE, and you are advised to print or download and keep a copy of these Terms for your future reference (if required).
PURPOSE AND USAGE OF TOKENS
TROVE is a cryptographic utility token. The purpose of TROVE is to facilitate the participation in the "Arbitrove" protocol/network (the Arbitrove Protocol) which, when fully developed, is envisaged to be a yield-bearing index and strategy vault protocol. The Arbitrove Protocol is not, and will in no case be, an enterprise, corporation, partnership or other entity or body corporate established under the laws of any jurisdiction, but a computerised software algorithm based on which a public transaction ledger for transactions thereon may generated.
TROVE is designed to be the only mechanism by which a user may obtain access to certain products and services on the Arbitrove Protocol (when the same is completed and deployed). It is not intended to be a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt. For each exchange of services or products on the Arbitrove Protocol, the costs are to be quantified in TROVE and paid to the Arbitrove Protocol and/or the other party providing the service. The goal of introducing TROVE is to provide a convenient and secure mode of payment and settlement between participants who interact within the Arbitrove Protocol. Further, TROVE is to be paid to users as incentives for contributions to and/or maintenance of the Arbitrove Protocol. Given that additional TROVE will be awarded to a user based only on its actual usage, activity and contribution on the Arbitrove Protocol, users and/or holders of TROVE which did not actively participate in the Arbitrove Protocol will not receive any TROVE incentives.
The precise scope of the Arbitrove Protocol will be developed further and will be announced once finalised. The goal is for TROVE token holders to have certain basic functionality to vote for improvements to the Arbitrove Protocol and certain parameters, which is subject only to final decision from the owner of the Arbitrove Protocol. For the avoidance of doubt, the community does not have legal control over any matters relating to the Seller (or any of its affiliates) or any of its assets, or any of its affiliated companies (including without limitation the selection of governing board of the relevant company, over corporate matters, development direction, specific projects, or deployment of that company's assets, which shall be the final responsibility of the governing board of the relevant company).
Immediately after the token sale phase, TROVE would have limited functionality. As development of the Arbitrove Protocol progresses further, the various features of TROVE would be implemented incrementally and become available over time.
TROVE is an integral and indispensable part of the Arbitrove Protocol because in the absence of TROVE, there would be no common unit of exchange for goods and services or economic incentive to motivate users to contribute, thus rendering the ecosystem on the Arbitrove Protocol unsustainable. The ownership of TROVE carries no rights, express or implied, in the Seller, its related entitles or its affiliates (each, a Group Entity) other than the right to use TROVE as a means to enable usage of and interaction with the Arbitrove Protocol, upon the successful development and deployment of the Arbitrove Protocol. TROVE is sold as a useable virtual good, and does not have any functionality or utility outside the ecosystem on the Arbitrove Protocol – accordingly it is not necessarily merchantable and does not necessarily have any other use or value. The ecosystem on the Arbitrove Protocol is structured as a "closed system" insofar as the usage of TROVE is concerned. Further, TROVE is not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.
You agree that, if deemed desirable by the Seller, the Seller shall at any time be entitled to re-position, re-brand, re-package or re-market the "Arbitrove" brand/image/goodwill, the Arbitrove Protocol and/or TROVE, including selection of a new token ticker or name.
You understand and accept that TROVE:
may only be utilised on the Arbitrove Protocol, not redeemable for any assets of any entity or organisation (or its equivalent value in any other virtual currency), or any payment obligation by any Group Entity;
does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to any Group Entity or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Arbitrove Protocol, any Group Entity and/or any service provider of any Group Entity;
is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
is not a loan to any Group Entity and is not intended to represent a debt owed by any Group Entity, and there shall be no expectation of profit or interest income arising in connection therewith;
does not provide you with any ownership or other interest in any Group Entity;
is not any form of financial derivative;
is not any form of commercial paper or negotiable instrument;
will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
is not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from any Group Entity or any person;
is not any commodity or asset that any person is obliged to redeem or purchase;
is not for speculative investment;
is not intended to constitute securities in Panama or any relevant jurisdiction;
does not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of TROVE inter se; and
is subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time on the Arbitrove Protocol.
TROVE does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any Group Entity or any other person make any representation or give any commitment as to its value).
You acknowledge and agree that no Group Entity is under any obligation to issue replacement TROVE in the event any TROVE or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.
IN PARTICULAR, PLEASE NOTE THAT THE SELLER IS IN THE PROCESS OF UNDERTAKING LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF TROVE. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, THERE MAY BE CHANGES TO THE INTENDED FUNCTIONALITY OF TROVE IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH THE SELLER OR TROVE IS SUBJECT. IN THE EVENT OF ANY CHANGES TO THE INTENDED FUNCTIONALITY OF TROVE, THE DETAILS OF THE CHANGES SHALL BE PUBLISHED ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE WEBSITE FOR ANY SUCH NOTICES.
SCOPE OF TERMS
Unless otherwise stated herein, your purchase of TROVE (whether through an intermediary or otherwise), and continued holding and/or usage of TROVE is governed solely by these Terms. New terms or policies may be published from time to time on the Arbitrove Protocol at our sole discretion.
The sale of TROVE does not constitute the provision of any goods and/or services as at the date that these Terms form a binding agreement between the Parties.
The Seller shall use reasonable efforts to procure the development of the Arbitrove Protocol in accordance with the roadmap as described in the Whitepaper, and shall use reasonable efforts to procure that the Arbitrove Protocol remains operational for a period of at least 3 years from the date hereof.
Any potential future usage of TROVE in connection with providing or receiving services or the usage of the Arbitrove Protocol (when the same is completed and deployed) will be governed primarily by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on the Arbitrove Protocol and/or Website, if the services and the Arbitrove Protocol is successfully completed and deployed. The Seller may update these Terms or the Service Terms and Policies in our sole and absolute discretion. It shall be your responsibility to regularly check the Arbitrove Protocol / Website for any such notices.
The Seller and Group Entities may have economic interests that conflict with yours (or those of your affiliates). You agree that nothing in these Terms or any other contractual arrangement between the Parties (and/or their affiliates) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Group Entity, on the one hand, and you (or your affiliate), on the other hand; and that all such relationships are solely contractual in nature. You acknowledge and agree that (a) the transactions contemplated by these Terms or any other contractual arrangement between the Parties (and/or their affiliates), including any exercise of rights and remedies hereunder and thereunder, are arm’s-length commercial transactions between the relevant Group Entity, on the one hand, and you (or your affiliate), on the other, and (b) in connection therewith and with the process leading thereto, (i) no Group Entity has assumed any advisory or fiduciary responsibility in favour of you (or your affiliate) with respect to the transactions contemplated hereby, or the exercise of rights or remedies with respect thereto, or the process leading thereto (irrespective of the contractual relationship between the Parties) or any other obligation to you or your affiliates, and (ii) each Group Entity is acting solely as principal and not as the agent or fiduciary of you, your creditors, or any other person or any affiliates. You acknowledge and agree that you have consulted your own legal and financial advisors to the extent you deem appropriate and that you are responsible for making your own independent judgment with respect to transactions entered into with any Group Entity and the process leading thereto. You agree that you will not claim that any Group Entity has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to you, in connection with such transaction or the process leading thereto.
To the extent of any conflict with these Terms, the updated Terms and the Service Terms and Policies which may be published from time to time on the Arbitrove Protocol shall prevail with respect to any issues relating to the usage of TROVE in connection with the Arbitrove Protocol.
The Seller reserves the right to require you to provide us with your personal details (including without limitation full legal name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent us from transferring TROVE to your digital wallet.
CANCELLATION AND REFUSAL AT SELLER'S DISCRETION
Your purchase of TROVE (whether through an intermediary or otherwise) from the Seller is final; there are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Seller in exchange for TROVE or to cancel any purchase.
Notwithstanding the foregoing, the Seller reserves the right to refuse or cancel any request(s) to purchase or purchases of TROVE (as the case may be), at any time in its sole discretion without giving reasons, including without limitation the following:
in connection with any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by the Seller;
in connection with a change of business or development plan of the Seller;
in connection with an adverse change of the regulatory environment; or
where the Seller receives, in aggregate, requests to purchase TROVE which exceed the amount of TROVE available for the public sale phase, whereupon the Seller shall have the discretion to (i) cancel requests to purchase TROVE received after a certain cut-off date/time selected by the Seller, (ii) cancel requests to purchase based on certain eligibility criteria selected by the Seller (for example, based on reputation, jurisdiction, level of community participation, or purchase amount) (iii) implement pro-rata allocation of TROVE based on the respective purchase amount for each buyer, and/or (iv) any combination of the foregoing.
For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks. In the event that the Seller refuses or cancels any request(s) to purchase TROVE, the price paid by you shall be rejected or refunded (as applicable) in accordance with the Seller's internal policies and procedures, less (i) amounts required to be confiscated by applicable laws, (ii) fees and expenses incurred in connection with the marketing and/or development of the Arbitrove Protocol, (iii) blockchain network fees and the Seller's administrative fees for processing such transfer (not exceeding 5% of the refund amount), and (iv) the same proportion of purchased TROVE already made available to you for claiming. The Seller reserves the right to require you to provide the Seller with your personal details (including without limitation correct name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent the Seller from allocating the token to your digital wallet. No interest will accrue on the value of any refund.
At any time during the sale of TROVE, the Seller may either temporarily suspend or permanently abort the token sale (whether relating to the private sale or public sale phase, or both) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token sale is aborted (whether relating to the private sale or public sale phase, or both), TROVE will not be available for purchase.
NOT AN INVESTMENT VEHICLE; NO REDEMPTION
All sale proceeds of any private or public sale (including the purchase price) shall strictly be applied towards the advancement, research, design and development of, and advocacy for the Arbitrove Protocol, and pay for various activities including such as technology development and maintenance of platform / network.
Notwithstanding any of the provisions herein, the Buyer acknowledges and accepts that participation in the Arbitrove Protocol by purchasing or holding TROVE is not (and is not intended to be) participation in any financial instrument, investment vehicle, trading vehicle, fund, collective investment scheme or other similar scheme or investment product. TROVE are strictly not redeemable for any assets of any entity or organisation.
For the avoidance of doubt, where there are future community governance rights implemented in respect of the operations of the Arbitrove Protocol and project to develop the same (including without limitation formation of any decentralised autonomous organization or similar organisation), community governance rights shall expressly exclude matters in respect of redemption of TROVE (for any assets of any entity or organisation), and all voting on such matters (including any act or attempt to act in respect of the same) shall be expressly ultra vires.
In particular, "Risk Free Value" (RFV) or "51% attack" are individuals, group, actors, participants or parties which generally attempt to target development projects (similar to the project to develop the Arbitrove Protocol) for financial gain by acquiring or controlling digital tokens with governance rights and subsequently compelling redemption of tokens from project treasuries / token sale proceeds without regard for the express objectives of the underlying development project or permissible scope of governance rights, and which activities may also include unethical or illegal activities such as spreading misinformation, harassment, social engineering, and instigating or abetting contractual breaches (any such individuals, group, actors, participants or parties, RFV Parties). To the fullest extent permissible by law, the Seller and Group Entities expressly disclaim that TROVE acquired or controlled by RFV Parties shall not grant the token holder any contractual rights (including without limitation any usage or community governance or voting rights) which would ordinarily be granted to other holders of TROVE.
ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are numerous risks associated with purchasing TROVE, holding TROVE, and using TROVE for participation in the Arbitrove Protocol. If you have any queries or require any clarification regarding these risks, please contact us at ncfoundation@proton.me.
YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION TROVE, USDT, USDC, BTC OR ETH ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF ANY GROUP ENTITY. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY PURCHASING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING TROVE, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
Risk of changes in functionality
TROVE does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the White Paper and which may change from time to time.
TROVE is non-refundable
The Seller is not obliged to provide TROVE holders with a refund related to TROVE for any reason, and TROVE holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to TROVE, including no promise of inherent value, no promise of continuing payments, and no guarantee that TROVE will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of TROVE.
Uncertain Regulations and Enforcement Actions
The regulatory status of TROVE and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including TROVE and/or the Arbitrove Protocol. Regulatory actions could negatively impact TROVE and/or the Arbitrove Protocol in various ways. The Seller or any Group Entity may cease operations in a jurisdiction, or even abandon certain features of the project, in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Risks associated with the Blockchain Protocol
Given that TROVE and the Arbitrove Protocol are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on TROVE and/or the Arbitrove Protocol. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to TROVE and/or the Arbitrove Protocol by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable. Further, products or services available on the Arbitrove Protocol may require digital assets provided by a user to be deposited with, "staked" with and/or otherwise require interaction with various third party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third party decentralised finance protocols and the development team behind these protocols are independent third parties, so no Group Entity has control over these protocols or teams. The deployed smart contracts underlying the Arbitrove Protocol or these decentralised finance protocols are highly experimental in nature, risky, and may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on the Arbitrove Protocol. Neither the Seller nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes.
Security
You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold TROVE which you have purchased, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your TROVE. The Seller cannot be responsible for, and is technologically unable to recover, any such losses.
Insufficient Information
The Arbitrove Protocol is at the stage of development as of the date of these Terms and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of the Arbitrove Protocol has been prepared with the then up-to-date key information of the Arbitrove Protocol, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of the Arbitrove Protocol and/or ecosystem on the Arbitrove Protocol. The Seller is neither able, nor obliged, to keep you closely posted on every detail of the development of the Arbitrove Protocol (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to the Arbitrove Protocol that may emerge from time to time. Due to the nature of the project to develop the Arbitrove Protocol, you accept that such insufficiency of information disclosure is inevitable and reasonable.
Security weaknesses.
Hackers or other malicious groups or organisations may attempt to interfere with TROVE and/or the Arbitrove Protocol in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of TROVE and/or the Arbitrove Protocol, which could negatively affect TROVE and/or the Arbitrove Protocol.
Risks associated with a lack of markets for TROVE
There is no prior market for TROVE and the TROVE sale may not result in an active or liquid market for TROVE. TROVE is intended to be used solely within the network for the Arbitrove Protocol, hence there may be illiquidity risk with respect to any TROVE you hold.
TROVE is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a "commodity" in the usual and traditional sense of that word. The Seller cannot be responsible for, nor does the Seller pursue, the circulation and trading of TROVE on any market. Trading of TROVE will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any TROVE from any holder of TROVE, including the purchasers, nor does anyone guarantee the liquidity or market price of TROVE to any extent at any time. Furthermore, TROVE may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of TROVE may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for TROVE, or that the price you pay for TROVE is indicative of any market valuation or market price for TROVE.
Any secondary market or exchange for trading TROVE would be run and operated wholly independently of the Group Entities, the sale of TROVE and the Arbitrove Protocol. No Group Entity will create such secondary markets nor will it act as an exchange for TROVE. Even if secondary trading of TROVE is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to TROVE (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which a holder had paid for TROVE, and/or even diminish to zero. Holders of TROVE shall be responsible for all losses in connection with the purchase of or secondary trading of TROVE, and shall not make any claim against any Group Entity in connection with the same.
Risk of Uninsured Losses
TROVE is uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by any Group Entity to offer recourse to you.
Taxation risks
The tax characterisation of TROVE is uncertain. The tax characterisation of TROVE and these Terms is uncertain. The Seller intends to treat TROVE and these Terms neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of TROVE and these Terms may be challenged, so that the tax consequences to a purchaser and the Seller relating to TROVE and these Terms could differ from those described above. You must seek your own tax advice in connection with the purchase, holding and/or usage of TROVE, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Competitors
It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying TROVE and/or the Arbitrove Protocol and attempt to re-create similar facilities. The Arbitrove Protocol may be required to compete with these alternative networks, which could negatively impact TROVE and/or the Arbitrove Protocol.
Insufficient Interest
It is possible that the Arbitrove Protocol will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Arbitrove Protocol). Such a lack of use or interest could negatively impact the development of the Arbitrove Protocol and therefore the potential utility of TROVE.
Risks Related to Our Corporate Structure
The legal structure for the Group Entities (including the intra-Group arrangements) is bespoke and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks, and attempt to decentralise the management and control, as well as economic risks and benefits relating to the Arbitrove Protocol and TROVE; but there is no legal precedent for whether these structures are effective and it is difficult to predict the position that a regulator may adopt. The legal structure and contractual arrangements may not be effective in decentralising management and control, thereby adversely affecting the value of the Arbitrove Protocol and/or TROVE.
Risk of Dissolution of the Seller, any Group Entity or the Arbitrove Protocol
Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of TROVE due to negative adoption of the Arbitrove Protocol, the failure of commercial relationships, or intellectual property ownership challenges, the Arbitrove Protocol may no longer be viable to operate and the Seller or any Group Entity may be dissolved.
Risks Arising from Lack of Governance Rights
Because TROVE confers no governance rights of any kind with respect to the Arbitrove Protocol or any Group Entity, all decisions involving the Arbitrove Protocol or any Group Entity will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services and/or ecosystem on the Arbitrove Protocol, to create and sell more TROVE for use in the ecosystem on the Arbitrove Protocol, or to sell or liquidate any Group Entity. These decisions could adversely affect the Arbitrove Protocol and TROVE you hold.
Loss of Talent
The development of the Arbitrove Protocol depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the Arbitrove Protocol or its future development. Further, stability and cohesion within the team is critical to the overall development of the Arbitrove Protocol. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.
Failure to develop
There is the risk that the development of the Arbitrove Protocol will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or TROVE, unforeseen technical difficulties, shortage of development funds for activities, and/or losses in connection with the acts or omissions of any third party (including without limitation failure of financial institutions, cryptocurrency exchanges, wallet providers or blockchain protocols).
Forking
The Arbitrove Protocol is a community project and certain elements are open-sourced. The Seller (nor any Group Entity) does not and cannot monopolise the development, marketing, operation or otherwise of the Arbitrove Protocol. Any entity may independently develop a patch or upgrade of the source code of the Arbitrove Protocol or blockchain without prior authorisation of any other party. The acceptance of these patches or upgrades by a sufficient (not necessarily overwhelming) percentage of TROVE holders could result in a “fork” in the blockchain, and consequently two diverging networks will emerge and remain. Each branch of the blockchain arising from the fork will have its own native cryptographic tokens – accordingly there will be two different versions of TROVE respectively residing in the two divergent branches with almost identical technical features and functions. The community on the Arbitrove Protocol may split into two groups in support of the two branches respectively.
Further, it is theoretically possible for each branch of the forked blockchain to be further forked an unlimited number of times. The temporary or permanent existence of forked blockchains could adversely affect the operation of the Arbitrove Protocol and blockchain and the TROVE which you hold, and may ruin the sustainability of the Arbitrove Protocol.
Other risks
In addition to the aforementioned risks, there are other risks associated with your purchase, holding and usage of TROVE, including those that the Seller cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks.
KNOW YOUR CLIENT REGULATIONS
You hereby acknowledge and accept that:
The Seller may be required to conduct customer identification, due diligence and anti-money laundering due diligence on all purchasers of TROVE in compliance with all applicable laws and legislations. The Seller may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide such information to the Seller promptly upon request, and you acknowledge that the Seller may refuse to sell TROVE to you until you provide such requested information and the Seller has determined that it is permissible to sell you TROVE under applicable law or regulation.
The Seller may at any point in time request information and/or documentation to establish that its identification records, as well as the information that form your profile, remain completely updated. In this respect, the Seller reserves the right to examine and check on a regular basis the validity and adequacy of your identification data and information maintained. For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of its customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks.
If at any time the Seller becomes aware that reliable or adequate data and information are missing from your identity, the Seller reserves the right to take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as necessary.
If you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, the Seller is unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, the Seller will not be able to sell TROVE and/or continue its relationship with you, and the Seller may be required to submit a report of suspicious transactions/activities to the relevant authorities.
TAXES
The price that you pay for TROVE is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (Taxes). The onus for determining the Taxes applicable to your purchase, holding and/or usage of TROVE lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of TROVE. The Seller is not responsible for withholding, collecting, reporting, or remitting any Taxes arising from your purchase, holding and/or usage of TROVE. The Seller cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.
REPRESENTATIONS AND WARRANTIES
By purchasing (whether through an intermediary or otherwise), holding and/or using TROVE, you represent and warrant that:
You have read and understand these Terms and the Whitepaper, and you have all requisite power and authority to execute and deliver these Terms, to participate in the TROVE sale, to purchase, hold and/or use TROVE, and to carry out and perform your obligations under these terms.
If you are an individual, you are at least 21 years old and in any case of sufficient legal age and capacity to purchase, hold and/or use TROVE. If you are a legal person, you are duly organised, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located. You are not purchasing, holding and/or using TROVE on behalf of any other entity or person.
The execution, delivery and performance of these Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, holding and/or usage of TROVE, or (v) any governmental or other consents that may need to be obtained.
The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person. You will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be).
Your purchase of TROVE shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of the Arbitrove Protocol, the transfer of any virtual currency to the Seller, the creation, ownership or use of TROVE, the potential appreciation or depreciation in the value of TROVE over time, the sale and purchase of TROVE and/or any other action or transaction related to the Seller or the Arbitrove Protocol have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of TROVE including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of TROVE); by creating, holding or using TROVE, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of TROVE or any other action or transaction related to the Seller (or any Group Entity) or the Arbitrove Protocol.
You have good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these Terms and to appreciate the risks and implications of purchasing, holding and/or usage of TROVE.
You have obtained sufficient information about TROVE to make an informed decision to purchase, hold and/or use TROVE. Additionally, you are aware of the Seller’s business affairs and financial condition and have obtained sufficient information about the Seller to reach an informed decision to purchase TROVE.
The currency (including any fiat, digital currency, virtual currency or cryptocurrency) used to purchase TROVE are obtained through lawful means, and are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which you are located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and you will not use TROVE to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, you shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of your affiliates with respect to the Compliance Regulations is pending or, to the best of your knowledge (after due and careful enquiry), threatened.
Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or TROVE being acquired by you, or any person for whom you are acting as agent or nominee in connection with TROVE: (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the Superintendency of Banks of Panama, Superintendency of the Securities Market of the Republic of Panama, the US Department of the Treasury’s Office of Foreign Assets Control ("OFAC"), the US Department of State, the United Nations Security Council, the European Union (collectively, "Sanctions"); (ii) is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions; (iii) is listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; or (iv) is directly or indirectly owned or controlled by any person subject to sub-clauses (i), (ii) and (iii) above.
Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or TROVE being acquired by you, or any person for whom you are acting as agent or nominee in connection with TROVE is: (i) a citizen or resident of, or located in, a geographic area or country designated as "High-risk and other monitored jurisdictions" (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).
You are not (i) a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a geographic area or country (A) where participation in token sales is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act or (B) where it is likely that the sale of TROVE would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America and the People's Republic of China (the Restricted Countries).
You acknowledge and agree that: (i) you are familiar with all related regulations in the specific jurisdiction in which you are based and that acquiring TROVE (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind, (ii) no regulatory authority has examined or approved of the information set out in the Whitepaper or any other material in connection with TROVE, (iii) you will not use TROVE if such use would constitute a public offering of TROVE in any country or jurisdiction where action for that purpose is required, (iv) the distribution or dissemination of the Whitepaper, any part thereof or any copy thereof, or any use of TROVE by you, is not prohibited or restricted by the applicable laws, regulations, or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you will observe and comply with all such restrictions at your own expense and risk without liability to the Seller, (v) you shall ensure that no obligations are imposed on the Seller in any such jurisdiction as a result of any of the actions taken by you in the preceding sub-clause, and (vi) the Seller will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, sale or delivery by it of TROVE under the laws and regulations in force in any jurisdiction to which you may be subject or in or from which you use TROVE.
You are a highly sophisticated and experienced party that acknowledges and understands that (i) the Seller, the Group Entities and their respective affiliates may possess material information regarding the Arbitrove Protocol and TROVE that is not publicly available and has not been made available to you, which information may impact the value of TROVE or the use on the Arbitrove Protocol, and that Seller is not disclosing such information to you, (ii) due to legal uncertainty, TROVE may be deemed to be securities or financial instruments under applicable laws. Notwithstanding any disparity in information or legal uncertainty, you have agreed to enter into these Terms and consummate the transactions hereunder and hereby agree not to bring any claim against the Seller, the Group Entities or any of their respective affiliates in respect thereof and, as a sophisticated party with extensive experience in token purchase transactions, hereby waive any claims or causes of action in respect thereof.
The currency (whether fiat or virtual) used in the purchase of TROVE will be made only in your name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation.
You are purchasing, holding and/or using TROVE to participate in the Arbitrove Protocol, as well as to support the advancement, promotion, research, design and development of, and advocacy for the Arbitrove Protocol, as well as potentially receiving services on the Arbitrove Protocol (when the same is completed and deployed). You are not purchasing, holding or using TROVE for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
You acknowledge that: (i) TROVE does not have any intrinsic value and that it may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire TROVE; (ii) there is no market-standard valuation process to determine the value of TROVE at any given time; and (iii) the Seller gives no guarantees whatsoever on the value of TROVE which may be highly volatile and could reduce to zero.
You acknowledge and agree that the Seller may impose eligibility criteria to access certain functionality in respect of TROVE which may require it to incur additional time and money costs.
You shall not sell or transfer or agree to sell to transfer (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise) any TROVE prior to the completion of the public sale of TROVE.
You shall not sell or transfer any TROVE prior to procuring the purchaser's or transferee's agreement to these Terms.
You acknowledge that the currency (whether fiat or virtual) paid to us for the purchase of TROVE will be held by us (or our affiliate) after the token sale, and you will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token sale.
You acknowledge and undertake that you shall provide the Seller with such information as the Seller may deem necessary or appropriate in order to maintain compliance with applicable law including: (i) compliance with the representations set out in this Clause 8, and (ii) to address any actual inquiries or inquiries that the Seller may (at its sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.
You hereby acknowledge and agree that the Seller may have to procure an amendment to the functionality of TROVE at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including: (i) any actual action taken, or potential action that the Seller (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of TROVE and all related matters, and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of TROVE that the Seller decides to undertake at any time.
You hereby acknowledge that the Seller has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Seller does not and does not purport to make, and hereby disclaims, all representations, warranties or undertaking to you in relation to the sale of TROVE or otherwise. Prospective purchasers of TROVE should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the TROVE sale, the Seller, and any relevant Group Entity.
INTELLECTUAL PROPERTY
The Seller (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of that entity's intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), art, rights in designs, systems, services, website design, "look and feel", compilation, functionality, audio, video, text, photograph, graphics, all elements of the Website, and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Seller’s (or the relevant Group Entity's) intellectual property for any reason whatsoever.
INDEMNITY
To the fullest extent permitted by applicable law, you will, as a separate and independent obligation, indemnify, defend and hold harmless the Seller, each Group Entity, and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, related companies, affiliates, agents, representatives, predecessors, successors and assigns (the Indemnified Parties) from and against all claims, demands, actions, damages, losses, costs and expenses (including legal fees on an indemnity basis) arising from or relating to:
your purchase (whether through an intermediary or otherwise), holding or usage of TROVE;
your responsibilities or obligations under these Terms;
your violation of these Terms;
your violation of any rights of any other person or entity; or
your subsequent transfer of TROVE to any individuals or entities.
RELEASE
To the fullest extent permitted by applicable law, you release the Seller and the other Indemnified Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms will be governed by and construed and enforced in accordance with the laws of Panama, without regard to conflict of law rules or principles (whether of Panama or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with these Terms or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this arbitration Clause, any question regarding existence, validity or termination) must be decided by arbitration, following an attempt at Conciliation, administered by Panama Conciliation and Arbitration Centre in accordance with its procedural rules for the time being in force. The tribunal shall consist of 1 arbitrator, who shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The language used in the arbitral proceedings shall be English. Each Party irrevocably submits to the jurisdiction and venue of such tribunal.
Any dispute arising out of or related to these Terms is personal to the user and the Seller, and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. For avoidance of doubt, it is made clear that any dispute that may arise cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
The arbitrator appointed under this Clause 12 shall not be bound by rulings in prior arbitrations involving the Seller, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Clause 12 shall not preclude the Seller from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding any of the foregoing, you agree that the Seller may initiate a proceeding related to the enforcement or validity of its intellectual property rights in any court having jurisdiction.
Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.
PARTIAL INVALIDITY
If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
TERMINATION
The Seller reserves the right to terminate the agreement set out in these Terms, in its sole discretion, in the event of a breach by you of these Terms. Upon termination of these Terms:
all of your rights under these Terms immediately terminate;
you are not entitled to any refund of any amount paid whatsoever, save in the case where these Terms are terminated by the Seller without any breach by you of these Terms; and
Clauses 3, 5, 7, 10, 11, 12, 18, 19 and 20 will survive and continue to apply in accordance with their terms to you in respect of any TROVE held, together with any of your obligation(s), or required performance under these Terms which, by its express terms or nature and context is intended to survive expiration or termination of these Terms.
ENTIRE AGREEMENT
These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Seller and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Whitepaper, the Website or any other marketing material), both written and oral, between you and the Seller. The Seller may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Seller makes changes, it will as soon as practicable post the amended Terms at the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.
ASSIGNMENT
You shall under no circumstances be entitled to assign or novate your rights and obligations under these Terms (including without limitation the right to claim any TROVE purchased). The Seller may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Seller may require for the purpose of effecting any such assignment or novation by the Seller.
REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on our part, any right or remedy under these Terms Documents shall operate as a waiver, of any such right or remedy or constitute an election to affirm these Terms. No election to affirm these Terms on our part shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevents any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
DISCLAIMERS
You expressly acknowledge, understand and agree that you are purchasing (whether through an intermediary or otherwise), holding and/or using TROVE at your sole risk and discretion, and that TROVE is provided, used and purchased on an “AS IS” and on an “AS AVAILABLE” basis without any representations, warranties, promises or guarantees whatsoever of any kind by the Seller or any Group Entity. Prior to making any decision to purchase (whether through an intermediary or otherwise), hold and/or use TROVE, you shall conduct your own due diligence and rely only on your own examination and investigation thereof.
Changes in relevant laws and regulations in any jurisdictions which the Seller is operating shall constitute a force majeure and the Seller will not be responsible for any result arising out of such changes in relevant laws and regulations.
The Seller does not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to TROVE, the Seller specifically does not represent and warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent. In addition, the Seller cannot and does not represent or warrant that TROVE or the claim/delivery mechanism for TROVE are free of security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.
The Seller assumes that you have already read these Terms, especially the risks and disclaimer stated herein and hereunder, and you shall automatically be regarded agree to take all risks (including but not limited to the risks stated herein) in relation to purchasing (whether through an intermediary or otherwise), holding and/or using TROVE.
SELLER NOT LIABLE
TROVE is not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. Save in the case of fraud or gross negligence, the Seller expressly disclaims any and all responsibility for any direct, indirect, special, incidental, consequential or exemplary loss or damage of any kind whatsoever arising directly or indirectly (including without limitation, those relating to loss of revenue, income or profits, loss of use or data, or damages for business interruption) in connection with:
reliance on any information contained in these terms;
any error, omission or inaccuracy in any such information;
any action resulting from such information; or
the sale or usage of TROVE.
In no event will the aggregate liability of the Seller and the Indemnified Parties (jointly), whether in contract, warranty, tort, or other theory, arising out of or relating to these terms or the usage of or inability to use TROVE, exceed the amount you pay to us for TROVE.
CLAIMS
The Seller shall not be liable in any way or in any event in respect of any claim under these Terms if such claim was not made within the 6-month period commencing from the date that you receive TROVE (the Claim Period). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made, unless proceedings in respect thereof shall have been commenced against the Seller and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Seller.
For the avoidance of doubt, nothing in these Terms shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim under these Terms, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have already recovered damages in respect of the same fact or subject matter.
PARTNERSHIP
Purchasing (whether through an intermediary or otherwise), holding and/or using TROVE does not create any form of partnership, joint venture or any other similar relationship between you and us, nor cause the Parties to be deemed acting in concert in any respect.
CONFIDENTIALITY
You shall hold, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents, information and correspondence concerning TROVE or any Group Entity furnished to you or your affiliates in connection with the transactions contemplated by these Terms or any pre-contractual or post-contractual negotiations in connection therewith (including without limitation all commercial information such as sale price, number of tokens sold, discount (if any), as well as schedule for claim/delivery of tokens), except to the extent that such information can be shown to have been (a) previously known on a non-confidential basis by you, (b) in the public domain disclosed without any fault on your part or (c) later lawfully acquired by you from sources other than any Group Entity. If these Terms are terminated, you shall, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Seller, upon request, all documents and other materials, and all copies thereof, obtained by you or your affiliates in connection with these Terms that are subject to such confidence.
RIGHTS OF THIRD PARTIES
Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
Save for any Group Entity who shall be entitled to enforce or enjoy the benefit of the terms of these Terms, a person who is not a party under these Terms has no right under any applicable laws to enforce or to enjoy the benefit of any term of these Terms.
LANGUAGE
You acknowledge that, solely for convenience, these Terms may be translated into a language other than English, and that a copy of the English language version of these Terms has been provided to you (which you have read and understand). In the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language version shall prevail.
SEVERABILITY
Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Clause 25 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
INTERPRETATION
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
ELECTRONIC CONSENTS
You agree to be bound by any affirmation, assent or agreement that you transmit to the Seller or any Group Entity by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent you give to receive communications from the Seller or any Group Entity solely through electronic transmission. You agree that when you click on an "Agree", "Consent", "Accept", "Confirm", "Signature", "Digital Signature", "Sign", "Digitally Sign", "Sign here" or other similarly worded button, checkbox, tickbox or entry field (including without limitation on any adjoining "Confirmation" page) with your mouse, keystroke or other device, such agreement or consent will be legally binding and enforceable against you and will be the legal equivalent of your handwritten signature on an agreement that is printed on paper. You agree that the Seller or any Group Entity may send you electronic copies of any and all communications associated with your purchase of TROVE.
NOTICES
You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Seller provides to you, including these Terms, will be provided in electronic form.
These Terms have been entered into for and on behalf of the Seller. If you have any questions regarding these Terms, please contact us at ncfoundation@proton.me.
Last updated