TERMS OF KUENDE TOKEN SALE
The website ico.kuende.com (the “Website”) and the sale of Kuende Tokens the “Kuende Token Sale”) is operated by Kuende Swiss GmbH, CHE-212.734.877, Arbachstrasse 2, Canton of Zug, 6340 Baar, Switzerland ("Kuende Swiss").
Kuende Swiss is a commercial entity proceeding to the Kuende Token Sale for the sole purpose of developing and financing its commercial activity and to execute its vision in strict compliance with its company purpose.
The Kuende Token Sale Terms (the “Terms”) set forth general rules and procedure of the Kuende Token Sale by Kuende Swiss, as well as their purchase by Participants.
These Terms, including the Appendices, constitute a binding agreement between Kuende Swiss and persons or entities ("You" or the "Participants") accessing the Website and/or providing payments to Kuende Swiss in connection with the Kuende Swiss project (the “Project”) and participating to the Kuende Token Sale. The contents of the Website and websites accessible from hyperlinks on the Website, do not form an integral part of these Terms.
These Terms should be read carefully by each Participant. Each Participant must understand, irrevocably accept and comply with these Terms at all time.
The cryptographic tokens are referred to in these Terms as "Kuende Tokens". Kuende Tokens are cryptographic tokens running on the Ethereum blockchain that can enable usage of and interactions enabled by Kuende Swiss on the Kuende platform.
These Terms provide certain information with regards to purchasing and using Kuende Tokens.
These Terms do not purport to contain all information relating to Kuende Tokens. In particular, they are not deemed to provide (and must not be held as such) any advice relating to your decision whether or not to purchase Kuende Tokens and must not be considered as providing complete information in relation to such a decision.
BY USING THE WEBSITE AND/OR PURCHASING KUENDE TOKENS, YOU AGREE TO THESE TERMS IN THEIR ENTIRETY.
IT IS UNDERSTOOD AND PRESUMED PER SE THAT BY THE FACTS OF USE OF THE WEBSITE AND PURCHASE OF KUENDE TOKENS, THE RESPECTIVE PARTICIPANT HAS FULLY READ, UNDERSTOOD, AND IRREVOCABLY ACCEPTED THESE TERMS. IF ANY PARTICIPANT DOES NOT AGREE WITH THESE TERMS IN GENERAL OR ANY PART OF IT, SUCH USER SHOULD ENTIRELY WITHHOLD FROM USING THE WEBSITE AND/OR PURCHASING KUENDE TOKENS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE WEBSITE OR ANY INFORMATION, LINK OR CONTENT CONTAINED ON THE WEBSITE AND DO NOT PARTICIPATE IN THE KUENDE TOKEN SALE.
PLEASE NOTE THAT THESE TERMS HAVE NOT YET BEEN APPROVED BY ANY REGULATOR, COMPETENT AUTHORITY OR AUTHORISED PERSON IN GENERAL, AND SPECIFICALLY NOT WITHIN THE MEANING OF A COMPETENT AUTHORITY ACCORDING TO SWISS OR EU LAW.
THEREFORE, RELYING ON THIS DOCUMENT FOR THE PURPOSE OF PURCHASING KUENDE TOKENS MAY EXPOSE YOU TO A SIGNIFICANT RISK OF LOSS OF ALL ASSETS.
These Terms may be amended by Kuende Swiss from time to time at its sole discretion. The amended version will be published on the Website and the terms described therein will come into effect upon publication on the Website and notification sent to the Participants of such amendments. Such a notification shall be considered as having been validly sent, and made, by using the contact electronic address given by the Participant upon registration or any other electronic address You validly notified to Kuende Swiss as your new contact electronic address, in replacement of the electronic address given upon registration.
III. KUENDE SWISS GMBH
Kuende Swiss is a Swiss limited liability company conducting the Kuende Token Sale.
Kuende Swiss is not a bank, a private bank, a fund nor a financial institution and does not provide financial advice or act in any way as a fund manager, an asset manager or an investment advisor. Kuende Swiss does not, and shall at no time, give You any financial advice whatsoever, including in relation to any modality linked to the buying of Kuende Tokens.
The primary goal of the Kuende Token Sale is to establish mechanisms in order for Kuende Swiss to be able to efficiently execute its vision, i.e.:
- Develop the Kuende platform, its services and its products;
- For more information on Kuende Swiss, its vision, its business and financials, please consult the Whitepaper which is available on the Website at the following address: ico.kuende.com/documentation/Kuende_Whitepaper.pdf (the “Whitepaper”).
The content of the Whitepaper, the Website, including blog, social media (Twitter, Facebook, etc.) and any press release or article regarding Kuende Swiss or public statements, are nonbinding and are subject to change by Kuende Swiss at its sole discretion. They are not part of these Terms and must not be held as modifying or amending them in any way.
IV. KUENDE DEVELOPMENT
The Participant understands and accepts that the development and execution of Kuende Swiss, its services and products, the Kuende platform, and its applications (the “Project”) are solely and exclusively of the competence of Kuende Swiss, its holding company and any present or future subsidiaries.
Kuende Swiss shall be entirely free in its way of developing and executing the Project, including by engaging any subcontractors. The scope of the development work will be dependent on, and triggered by, the amount received in cryptocurrency as a result of the Kuende Token Sale (the “Contribution(s)”).
The Participant understands and agrees that for the purpose of the development and execution of the Project, Kuende Swiss will receive the full amount of the Contributions. This amount covers expenses, charges and other costs that may arise in relation to Kuende Swiss and/or its subcontractors as part of the development and execution of the Project. Kuende Swiss will allocate the Contributions in accordance with the Whitepaper, but (within this general frame) Kuende Swiss decides in its sole discretion how to allocate the Contributions in order to develop and execute the Project at its best.
The Participant understands and agrees that, although the Kuende platform has been continuously developed in the last two years, the Project will need to go through substantial development works. As a consequence, it may undergo significant conceptual, technical and commercial changes before release, the identification and implementation of which are fully and entirely of Kuende Swiss’ discretion.
The Participant is aware of the risk that even if all or parts of the Project are successfully developed and released in full or in part, the Project could, due to a lack of public interest, be fully or partially abandoned, suspended, remain commercially unsuccessful or be shut down for lack of interest, funds, regulatory reasons or any other reasons. Such reasons, as well as any of their consequences, shall be assessed and evaluated by Kuende Swiss alone, who shall be fully and entirely free to take any and all measures it would deem necessary or appropriate. The Participant understands and agrees that the purchase of Kuende Tokens carries significant financial, regulatory and/or reputational risks (including the complete loss of value of Kuende Tokens).
PLEASE NOTE THAT ANY ACQUISITION AND USE OF KUENDE TOKENS IS BY NATURE SPECULATIVE AND INTRINSICALLY CARRIES SIGNIFICANT FINANCIAL RISKS, INCLUDING, BUT NOT LIMITED TO, THE POSSIBLE LOSS OF ALL VALUE INVESTED IN KUENDE TOKENS. PRIOR TO PURCHASE, CAREFULLY CONSIDER THE POTENTIAL RISKS AND, TO THE EXTENT NECESSARY, CONSULT A LAWYER, ACCOUNTANT, AND/OR TAX PROFESSIONAL OR OTHER ADVISORS TO EVALUATE THE RISK ENTAILED. DO NOT OVERCOMMIT. KUENDE SWISS MAKES NO PROMISES NOR WARRANTIES WHATSOEVER OF POSSIBLE GAINS OR RETURNS, IN CASH OR IN ANY OTHER FORM. YOU CAN POTENTIALLY LOSE ALL YOUR CONTRIBUTION. KUENDE ALSO DOES NOT GUARANTY IN ANY WAY THE SUCCESS OR FULL EXECUTION OF THE PROJECT.
V. THE KUENDE TOKENS
Kuende Tokens are utility tokens that Participants can use on the Kuende platform only.
THEY ARE NOT CRYPTOCURRENCIES AND MAY NOT BE USED AS SUCH IN ANY WAY. THEY ARE ALSO NOT, AND SHALL NOT BE USED IN ANY WAY AS, EQUITY, ASSETS, BONDS, SECURITIES, DERIVATIVES OR ANY OTHER FINANCIAL INSTRUMENTS.
Kuende Tokens are tokens based on the Ethereum blockchain. The smart contract developed by Kuende Swiss for the Kuende Token Sale (the “Smart Contract”) is open source software. Any information given or inferred from the Website is not, and shall not be held as, part of these Terms.
You understand and agree that smart contract technology is still in an early development stage and its application of experimental nature. It therefore carries significant operational, technological, financial, regulatory and reputational risks. You are fully aware of such risks and accept them as part of your participation to the Kuende Token Sale and Project.
It is your sole responsibility to not lose your Kuende Tokens, in particular by losing access to the keys which allow access to your wallet and/or allowing malicious third parties to access your keys and/or your wallet.
KUENDE SWISS WILL NOT BE HELD LIABLE FOR ANY LOSS OF KUENDE TOKENS AND/OR OTHER DAMAGE INCURRED BY YOU AS A RESULT OF THE TRANSFER OF THE KUENDE TOKENS TO YOUR WALLET OR LOSS OF KEY OR ATTACK ON YOUR WALLET.
You can send ETH from any wallet and it is your sole responsibility to make sure that you have ownership or control over your private keys. KUENDE SWISS CANNOT BE HELD LIABLE FOR ANY LOSS OF ETH IN THE EVENT OF LOSS DURING THE PROCESS OF TRANSFER TO, OR IN ANY WAY USE OF THE, KUENDE ETH PUBLIC ADDRESS. You will be prompted to insert a new address that you control at the end of the Kuende Token Sale in order to allow us to transfer the KUENDE Tokens to you.
Ownership of Kuende Tokens carries no rights express or implied until Kuende Swiss has allocated functionalities to the Kuende Tokens, which might occur until the end of September 2018. In particular, Participant understands and accepts that he/she/it has no right to claim as holder of Kuende Token(s) any asset, intellectual property rights, equity or equivalent rights or any other form of participation in or relating to Kuende Swiss, the Kuende platform and/or the Project. The Participant has no right to any particular or specific contribution or advantage linked to, or in exchange with, the Kuende Tokens, except those indicated in the Whitepaper (participation to challenges on the Kuende platform by creating, voting, delegating or by simply participating to challenges). Kuende Swiss shall be entirely free to decide if, and as the case may be which, functionalities shall be allocated to the Kuende Tokens.
Kuende Swiss is entitled, at its sole discretion, to give access in priority to Kuende Token holders to Kuende Swiss’ products or services and/or to make them benefit from discounts, special offers, promotions or other forms of advantages in relation to Kuende Swiss’ products or services. No such advantages or benefits are guarantees or in any other way promised.
Kuende Tokens neither provide You with a conversion right into shares of Kuende Swiss or other equity of Kuende Swiss nor any other right whatsoever, nor represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive dividends, future revenue shares, intellectual property rights or any other form of participation in Kuende Swiss and/or its corporate affiliates and/or the Project.
You understand and agree that Kuende Swiss is not providing any payment system through Kuende Tokens. Kuende Tokens are not a mean of payment of products or services. They do not constitute or represent, and must not be held as constituting, cryptocurrencies or any other form of currencies.
The Participant understands and accepts that the purchase of Kuende Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. Thus, the Participant understands and accepts that he/she/it will have no influence over governance of Kuende Swiss.
VI. TERMS THE KUENDE TOKEN SALE
1. KUENDE TOKEN SALE OFFER AND ACCEPTANCE
1.1. Kuende Tokens are available for purchase to eligible Participants only during the Contribution Period defined in the Specific Terms (Appendix II) and published on the Website.
1.2. Kuende Swiss’s publication on the Website of an offer to purchase Kuende Tokens to eligible Participants is considered a legally binding offer of Kuende Swiss to purchase Kuende Tokens (the “Offer”). Kuende Swiss shall be entitled in its sole discretion to decide if you are an eligible Participant. Kuende Swiss is entitled to refuse Participants in the Kuende Token Sale in its sole discretion, without having to explain its reasons.
1.3. The Offer shall be available only on the Website. Any other offer concerning Kuende Tokens Sale presented on any other website or internet resource shall be considered null and void and shall not put any obligations upon Kuende Swiss.
1.4. Legally binding acceptance of the Offer shall be conducted by an eligible Participant on the Website (the “Offer Acceptance”) by clicking on the respective “Submit” button (or similar) on the Website. From this moment on, the Offer shall be considered formally accepted by the respective Participant and the Participant shall be obliged to pay the price of the respective number of Kuende Tokens (on the condition that the respective Participant strictly complies with the eligibility requirements set forth by Kuende Swiss; see Appendix II : Restrictions).
1.5. Offer Acceptance by an eligible Participant shall be deemed irrevocable and binding for the Participant. Kuende Swiss is however entitled to refuse, in its sole discretion, any Participant to the Kuende Token Sale.
1.6 All Kuende Tokens acquired in the Kuende Token Sale shall be subject to the Token Lock-Up Period. Such Kuende Tokens shall be fully available for use as from the Token Unblock Date.
“Token Lock-up Period” means the period during which Token owners, while they have received their Tokens in their Wallets, may not sell, transfer, spend, exchange or otherwise make use of the Tokens on the Kuende platform.
“Token Unblock Date” means the date, at any time during Q3 2018, when the Tokens pertaining to the Private Token Sale and the Public Token Sale are released by the Company and may be used.
2. PRICE AND PAYMENT PROCEDURE
2.1. The price of Kuende Token will be 0.01 USD.
2.2. For purposes of this Agreement, the value of the ETH contribution amount shall be deemed in U.S. dollars, valued at the Applicable Exchange Rate for Ether. The term “Applicable Exchange Rate” shall mean the volume-weighted average hourly price of Ether across exchanges on the end date of the private Kuende Token Sale, as indicated on the https://coinmarketcap.com/ Website, at 5pm EET; provided, however, that in the event that such exchanges experience technical issues in such period that affect the accuracy of the volume weighted average price, the Company will use its reasonable best efforts to determine the volume-weighted average price of Ether for such period.
2.3 Kuende Swiss only accepts ETH as payment for Kuende Tokens. It does not accept fiat currencies or cryptocurrencies other than ETH.
2.4. To purchase Kuende Tokens, the Participant shall only send ETH from his/her/its personal wallet, in the amount which is commensurate to the amount of the Kuende Tokens the Participant is willing to receive for such payment. The Participant undertakes to control solely the wallet used for the Contribution, shall not act on behalf of any third party, and shall not transfer the control of the mentioned address, wallet or bank account to any third party.
2.5. The Participant is not entitled to send any funds to purchase Kuende Tokens until the Kuende Token Sale has officially begun, except for the case of the Kuende Tokens presale that takes place before the general Kuende Tokens Sale and is conducted only among a limited number of especially eligible contributors as shall be defined by Kuende Swiss in its sole discretion. The Participant is not entitled to send any ETH to purchase Kuende Tokens after the end of the Contribution Period.
2.6. The amount of Kuende Tokens to be provided to a Participant shall be specified in eligible Participant’s registered account on the Website upon completion of Kuende Tokens purchase and the KYC ("know your customer") checks carried out by Kuende Swiss or any third party appointed by the latter to do the KYC. The Kuende Tokens shall be sent to the Participant’s personal respective wallet via smart contract once their contribution in ETH has been confirmed as received in the Smart Contract by Kuende Swiss. In order to receive Kuende Tokens, the eligible Participant is obliged to strictly follow any and all requirements and procedures set forth by Kuende Swiss, as shall be mentioned on the Website or otherwise communicated by Kuende Swiss to the Participant (including provision of necessary identification information about the Participant, information about his wallet, filling-in Participant’s profile on the Website, complying with KYC/AML/OFAC screening procedures, etc.). Kuende Swiss shall not be held liable for inability of the Participant to receive or use Kuende Tokens because of Participant’s failure to follow any of the requirements and procedures of Kuende Swiss or due to any possible misrepresentations of the Participant. No refunds, or any other type of repayment, of Contributions shall be made in such cases.
2.7. The purchase of the Kuende Tokens by the Participant from Kuende Swiss is final, and, thus, there are no refunds and/or cancellations. By contributing to the Project, you understand and agree that you shall expect no return, interest, dividend, increase of value or even repayment by Kuende Swiss of the substance of your Contribution.
2.8. Kuende Swiss shall not store Kuende Tokens on a Participant’s behalf; any Kuende Tokens shall be stored in the Participant’s own wallet. The Participant is the sole responsible to insure the correct keeping, in full security, of any and all access information relating to his wallet. Kuende Swiss shall have no responsibility or liability in this context.
2.9. Kuende Swiss does not have any access to any passwords of any Participant’s wallet.
2.10. The Participant understands and agrees that the purchase transactions of Kuende Tokens shall be stored on the Ethereum blockchain and available for reference and check.
2.11. Kuende Swiss shall not manage, invest or in any other way interfere with the Kuende Tokens that are stored on the Participant’s own wallet. The Participant shall be solely responsible for any and all managing, use and decision linked to his Kuende Tokens. Notwithstanding the foregoing, Kuende Swiss will be entitled to interfere with the Kuende Tokens in connection with the unlocking of the Kuende Tokens on the Token Unblock Date.
3. KUENDE TOKENS SALE PROCEEDS STATUS
3.1. The proceeds from the Kuende Token Sale (the “Proceeds”) received by Kuende Swiss from the sale of Kuende Tokens to Participants shall only be deemed as proceeds received from the assignment of the cryptographic software representing the Kuende Tokens.
3.2. The Proceeds might be converted by Kuende Swiss into fiat currency or a cryptocurrency other than ETH at any time for the purpose of completion of the Project, at its full and entire discretion.
3.3. You agree that Kuende Tokens are not securities, collective investment scheme or any other financial instruments and shall not be considered as such; the offering of Kuende Tokens is not registered with any government entity, and does not represent any share, stake, or security or equivalent rights including, but not limited to, any right to receive future revenue shares and intellectual property rights in Kuende Swiss, and do not represent any ownership rights in Kuende Swiss. Kuende Tokens are not cryptocurrencies.
4. USE OF PROCEEDS
The Proceeds will not be managed by Kuende Swiss for the Participants, nor invested by Kuende Swiss or by any third parties on behalf of the Participants.
You understand and agree that the Proceeds collected through the Kuende Token Sale will be used as indicated in the Whitepaper.
5.1 Participants cannot purchase Kuende Tokens if there are applicable legal restrictions in their country of residence. It is the responsibility of each Participant to seek legal advice in his/her/its jurisdiction to identify any such legal restrictions.
5.2 Participants understand and fully agree that Kuende Swiss is entitled to ban or otherwise restrict the participation in the Kuende Tokens Sale (solely upon Kuende Swiss’ discretion and by any means) if the respective Participant does not meet any of the eligibility requirements set forth by Kuende Swiss for the purpose of Kuende Tokens Sale conduction or on other grounds. In the same way, Participants understand and fully agree that Kuende Swiss is entitled to ban or otherwise restrict their possibility of having, using or in any other way keeping Kuende Tokens if the respective Participant does not meet any of the eligibility requirements set forth by Kuende Swiss in relation to such holding.
5.3 Participants understand and fully agree that certain jurisdictions restrict (or may restrict in future) their residents or citizens from participation in any token sales, the use of cryptocurrencies, or use of any cryptocurrency exchanges for various reasons. Kuende Swiss does not bear any liability for any possible current or future impossibility to use Kuende Tokens because of the aforementioned or any other possible restrictions.
5.4 The Website and/or Kuende Tokens are intended for sale to Participants only in those jurisdictions and to those persons where and to whom they lawfully may be offered for sale under respective applicable regulations (“Permitted Jurisdictions”). You are only permitted to use the Website and purchase Kuende Tokens if Your primary residence or domicile is in a Permitted Jurisdiction.
5.5 The sale of Kuende Tokens is being made in the Permitted Jurisdictions on the basis that the Kuende Tokens do not constitute a security, financial instrument, or otherwise regulated investment in those jurisdictions, such that the prospectus or other disclosure requirements and other investor safeguards that would apply to a securities offering will not apply to the issuance and sale of Kuende Tokens in the Permitted Jurisdictions. In addition, Kuende Swiss is not regulated in the Permitted Jurisdictions and is not required to be registered with, or licensed or authorized by, any relevant authorities. If Your primary residence or domicile is not in one of the Permitted Jurisdictions, you are not permitted to purchase Kuende Tokens and we reserve the right to refuse to sell Kuende Tokens to You and the right to restrict Your access to the Website.
5.6 THE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN, NOR IS IT INTENDED TO EXTEND TO, A COUNTRY OR JURISDICTION WHERE SUCH OFFER WOULD BE CONSIDERED UNLAWFUL OR IN WHICH IT WOULD OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION OR WHICH WOULD REQUIRE KUENDE SWISS TO AMEND ANY TERM OR CONDITION OF THE OFFER IN ANY WAY OR WHICH WOULD REQUIRE KUENDE SWISS TO MAKE ANY FILING WITH, OR TAKE ANY ADDITIONAL ACTION WITH REGARDS TO, ANY GOVERNMENTAL, REGULATORY OR LEGAL AUTHORITY (“COUNTRY OR JURISDICTION”).
5.7 THESE TERMS DO NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF AN OFFER OR SOLICITATION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. OFFERING MATERIALS RELATING TO THIS OFFER MAY NOT BE DISTRIBUTED IN NOR SENT TO SUCH COUNTRY OR JURISDICTION AND MAY NOT BE USED FOR THE PURPOSES OF SOLICITING THE PURCHASES OF KUENDE TOKENS FROM ANYONE IN SUCH COUNTRY OR JURISDICTION.
5.8 Specific restrictions to the Kuende Token Sale are listed and detailed in the Appendix I (“Restrictions”). Such Restrictions are however not deemed to be exhaustive and other limitations, restrictions or bans (including any ban linked to a Permitted Jurisdiction) are explicitly reserved.
6.1 By purchasing Kuende Tokens, You acknowledge and agree, amongst others, the following:
6.1.1 YOU UNDERSTAND AND AGREE THAT THE PURCHASE OF KUENDETOKENS IS NOT MEANT TO GENERATE ANY PROFIT, INTEREST, GAIN, DIVIDEND NOR EVEN TO MAINTAIN THE SUBSTANCE OF YOUR CONTRIBUTION, BUT ONLY ALLOWS YOU TO BENEFIT FROM ADVANTAGES OR DISCOUNTS AND, EVENTUALLY, AT KUENDE SWISS’ SOLE DISCRETION, TO PARTICIPATE TO CHALLENGES ON THE KUENDE PLATFORM. YOUR PURCHASE OF KUENDE TOKENS IS HEREBY ONLY INTENDED TO ALLOW KUENDE SWISS TO DEVELOP THE PROJECT IN VIEW OF EXECUTING ITS VISION AS MENTIONED ABOVE.
6.1.2 YOU UNDERSTAND AND AGREE THAT THE KUENDE TOKEN IS NOT A SECURITY, NOR A CRYPTOCURRENCY, AND DOES IN NO WAY MAKE YOU A SHAREHOLDER OF KUENDE SWISS NOR DOES IT GIVE YOU ANY RIGHT ASSOCIATED TO THE SHAREHOLDING OR THE MANAGEMENT OF A COMPANY, INCLUDING KUENDE SWISS OR ANY OF ITS AFFILIATED COMPANIES.
6.1.3 YOU UNDERSTAND AND AGREE THAT KUENDE SWISS HAS NO DEBT TOWARDS YOU WITH RESPECT TO KUENDE TOKENS AND WILL HAVE NO OBLIGATION TO BUY YOU BACK ANY KUENDETOKEN YOU PURCHASED OR TO REFUND YOU IN ANY WAY, NOR TO ENSURE YOU ANY ADVANTAGE OR DISCOUNT WHATSOEVER IN RELATION TO, OR IN EXCHANGE OF, YOUR KUENDE TOKENS.
6.1.4 YOU ARE SOLELY RESPONSIBLE FOR SEEKING LEGAL, BUSINESS, TAX, REGULATORY, ACCOUNTING AND FINANCIAL ADVICE IN THE JURISDICTIONS RELEVANT FOR YOU WHEN PURCHASING KUENDE TOKENS. YOU SHOULD NOT CONSTRUE THE CONTENTS OF THESE TERMS AS LEGAL, BUSINESS, TAX, ACCOUNTING, INVESTMENT OR OTHER ADVICE.
6.1.5 YOU ACKNOWLEDGE AND AGREE THAT THE KUENDE TOKEN SALE IS NOT A COLLECTIVE INVESTMENT SCHEME OR A SALE OF DERIVATIVES WHATSOEVER. YOU UNDERSTAND AND AGREE THAT THE KUENDE TOKEN SALE IS NOT DONE UNDER THE SUPERVISION OF ANY REGULATOR, INCLUDING THE SWISS REGULATORY AUTHORITY (FINMA). THESE TERMS DO NOT REPRESENT A PROSPECTUS FOR THE ISSUANCE OF BONDS, SECURITIES OR OTHER INVESTMENT INSTRUMENTS.
6.1.6 YOU ACKNOWLEDGE AND AGREE THAT NEITHER THESE TERMS, NOR ANY OF THE KUENDE TOKENS, HAVE BEEN OR WILL BE REGISTERED OR FILED UNDER THE SECURITIES LAWS OR REGULATIONS OF ANY JURISDICTION OR APPROVED, RECOMMENDED OR DISAPPROVED BY ANY SECURITIES OR OTHER REGULATORY AUTHORITY NOR HAS ANY SUCH AUTHORITY CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THESE TERMS.
7. NO ADVERTISEMENT
No person has been authorized by Kuende Swiss to issue advertisements or to provide any intelligence with regards to the contents of these Terms and/or the Kuende Token Sale and, if issued, given or made, such advertisement and/or intelligence must not be trusted as duly authorized or endorsed by Kuende Swiss. You can only purchase Kuende Tokens through the Website. Kuende Swiss shall not be responsible for any mirror website or other websites advertising for, selling or reselling Kuende Tokens.
8. INFORMATION REQUIREMENTS
You understand and agree that, in order to participate to the Kuende Token Sale, you should inform Yourself as to:
(a) the legal requirements of Your own country, as well as all applicable laws and regulations of any relevant jurisdiction, for the purchase, holding, transfer or other disposal of Kuende Tokens; and
(b) any income and other tax consequences which may apply in Your own jurisdiction as a result of the purchase, holding, transfer or other disposal of Kuende Tokens. You must rely upon Your own representatives, including Your own legal advisers and accountants, as to legal, tax or any other related matters concerning Kuende Swiss, Kuende Tokens and a purchase thereof.
The Participants expressly agree that they are purchasing and receiving Kuende Tokens at their sole risk and that the Website and Kuende Tokens are provided on an "as is" and the Project on an “under development” basis without warranties of any kind, either expressed or implied.
You understand and agree that the purchase and any other acquisition of Kuende Tokens contain significant risks.
Therefore, the purchase of Kuende Tokens should be undertaken only by Participants experienced with cryptographic tokens and blockchain based software with a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.
By purchasing Kuende Tokens, the Participants confirm that they understand and assume the risks involved in such transaction.
In particular, You confirm to fully understand and accept that:
- Kuende Token Sale will not involve issuance of any currency, securities (whether equity securities or otherwise, including unregistered security) or other kind of investment certificate;
- Kuende Tokens are merely cryptographic tokens existent on the Ethereum blockchain that can enable usage of and interactions with services enabled by Kuende Swiss according to the Whitepaper, if successfully completed and deployed;
- Kuende are dependent upon the Ethereum blockchain and may be entirely lost in the event the existence of such blockchain is suspended or compromised, for any reason;
- Kuende Tokens are not redeemable, associated with financial return or backed by any underlying asset, security or repurchase commitment and do not necessarily have market prices, market value or transactions between peers;
- Kuende Tokens do not stand for any sort of investment contract for all intents and purposes.
- The purchase of Kuende Tokens is not an investment, nor a collective investment scheme and you are not expecting any repayment, refund, return or profit from your Contribution. Furthermore, your Contribution will not be invested by Kuende Swiss or managed by Kuende Swiss or by any third party. Your Contribution will only be used for financing the Project.
You must not and agree not to participate in the Kuende Token Sale with a view to investment or speculation or in pursuit of any profit. Your Contribution shall rather be made for the sole purpose of the achievement of the Project. By purchasing Kuende Tokens, you shall not expect to get anything else than Kuende Tokens in return out of your Contribution.
Your Contribution for the purchase of Kuende Tokens will be non-refundable. Therefore, you are expected and agree to give full considerations to all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, loss of data, theft, lost usernames, passwords or private keys, incorrectly executed transactions and/or hacks which can lead to, inter alia, the complete loss of the Kuende Tokens.
The blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on or introduce new regulations addressing blockchain technology based applications which may be contrary to the current setup of the Kuende Tokens and which may, inter alia, result in substantial modifications or loss of the Kuende Tokens. The field of digital cryptography is very new and for this reason there is a risk of unforeseen attacks on several or all parts of the Kuende Token system. In the event of such an attack/hack, you may lose all your Kuende Tokens.
The Participant understands the inherent risks associated with the blockchain technology and cryptocurrencies, including, but not limited to, those listed hereinafter:
- Risks associated with (intellectual) property rights: the Participant understands and accepts that, due to a lack of originality of the software and to the immaterial character of the Kuende Tokens, there may be no title of ownership in and to the Kuende Tokens.
- Risks associated with the blockchain: the Participant understands and accepts that the Smart Contract, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. The Participant understands and accepts that there is no warranty that the process for creating Kuende Tokens and/or the Ethereum blockchain will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH, other (financial) support of the Project and/or Kuende Tokens. The Participant understands and accepts that the Smart Contract and/or underlying protocols and/or any other software involved may either delay and/or not execute a Contribution due to the overall Contribution volume, mining attacks and/or similar events.
- Regulatory risks: the Participant understands and accepts that the it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract or the Project and which may, inter alia, result in substantial modifications of the Smart Contract and/or the Project, including its termination and the loss of Kuende Tokens for the Participants.
- Risks associated with abandonment / lack of success: the Participant understands and accepts that the creation of the Kuende Tokens and the development of the Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The Participant therefore understands that there is no assurance that he/she/it will receive any benefits through the Kuende Tokens held by him/her/it.
- Risks associated with other applications: the Participant understands and accepts that the Project may give rise to other, alternative projects, promoted by unaffiliated third parties, under which Kuende Tokens will have no intrinsic value.
- Risks associated with a loss of private key: the Participant understands and accepts that Kuende Tokens can only be accessed by using an Ethereum wallet with a combination of Participant’s account information (address) and private key or password. The Participant understands and accepts that if his/her/its private key or password gets lost or stolen, the Kuende Tokens associated with the Participant's account (address) will be unrecoverable and will be permanently lost.
- Risks associated with your wallet: the Participant understands and accepts that Kuende Swiss is in no way responsible of the wallet on which the Kuende Tokens are transferred. You understand and agree that you are solely responsible for the access and security of your wallet, for any security breach of your wallet and/ with any loss of Kuende Tokens resulting from your wallet service provider, including any termination of the service by the wallet provider and/or bankruptcy of the wallet provider. The Participant understands and accepts that the wallet or wallet service provider used for the Contribution, has to be technically compatible with the Kuende Tokens. The failure to assure this may have the result that Participant will not gain access to his/her/its Kuende Token.
- Risks associated with theft/hacks: the Participant understands and accepts that the Smart Contract, the Website, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of Kuende Tokens, other (financial) support of the Project, or ETH, impacting the ability to develop the Project.
- Risks associated with Ethereum mining attacks: the Participant understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations.
- Risks associated with the absence of value of Kuende Tokens: Participant understands that with regard to the Kuende Tokens no market liquidity is guaranteed. Kuende Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit or immediate re-sale. No promises of future performance or value are or will be made with respect to Kuende tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that Kuende tokens will ever hold any particular value.
By accepting these Terms and by purchasing Kuende Tokens, the Participant represents, warrants and accepts that there are certain risks associated with purchase of Kuende Tokens, holding Kuende Tokens, and using Kuende Tokens. By purchasing Kuende Tokens, the Participant expressly acknowledges and assumes such risks, including, but not limited to: risk of losing access to the Kuende Tokens in his/her possession due to loss of private key(s) or password, as well as any other registration information; risks associated with the Kuende Tokens Blockchain; risks of mining attacks; risks of hacking and security weaknesses; risks associated with cryptocurrency markets; as well as risks inherent to technology, internet, blockchain and cryptocurrency.
YOU CONFIRM THAT HAVE UNDERSTOOD THOSE RISKS, AMONG OTHERS, AND YOU HEREBY CONFIRM THAT YOU CONTRIBUTE TO THE KUENDE SWISS PROJECT AT YOUR SOLE RISK.
YOU UNDERSTAND AND ASSUME THE RISKS INVOLVED IN PARTICIPATING IN THE KUENDE TOKEN SALE AS DESCRIBED IN THIS SECTION VII.
YOU UNDERSTAND AND AGREE THAT KUENDE SWISS WILL NOT BE HELD LIABLE FOR ANY LOSS OF KUENDE TOKENS AND/OR OTHER DAMAGE INCURRED BY YOU AS A RESULT OF THE MATERIALIZATION OF ANY RISK, INCLUDING THOSE LISTED ABOVE.
KUENDE SWISS MAKES NO PROMISES OF POSSIBLE GAINS OR RETURNS. AGAIN, YOU CAN POTENTIALLY LOSE ALL YOUR CONTRIBUTION.
PARTICIPANTS AGREE TO RELEASE KUENDE SWISS FROM ALL LIABILITY FOR ANY LOSS THAT MAY OCCUR AS A RESULT OF THEIR PARTICIPATION IN THE KUENDE TOKEN SALE AND IN CONNECTION WITH RISKS RELATED TO THEIR CONTRIBUTION (LISTED OR NOT ABOVE).
The Participant bears the sole responsibility to determine if his/her/its Contribution for the development of the Project, the transfer of ETH to Kuende Swiss, the purchase, acceptance, ownership or use of Kuende Tokens, or the allocation of Kuende Tokens and/or any other action or transaction related to the Project has tax implications.
By purchasing, holding, or using Kuende Token, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the purchase, ownership or use of Kuende Token or any other action or transaction related to the Project.
It is your sole responsibility to comply with all applicable tax laws, including, but not limited do, the reporting and payment of income tax or similar arising in connection with the appreciation and depreciation of Kuende Tokens. You bear the sole responsibility to determine such implications and act in accordance with the law that applies to you.
IX. REPRESENTATION & WARRANTIES
By using the Website and/or purchasing Kuende Token, You represent and warrant that:
- You have read and understood the content of these Terms;
- You have read and understood the Whitepaper and the Project;
- You are solely responsible for the proper functioning of your electronic devices as well as your internet connection, in particular during the identification process;
- You do not act on behalf of any third party;
- You have sufficient understanding of technical and business matters, cryptographic tokens, token storage mechanisms (such as token wallets) and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing Kuende Tokens;
- You have a basic level of understanding of the usage and intricacies of cryptographic tokens, such as Ethereum ERC20 tokens, and other blockchain-based software;
- You are purchasing the Kuende Tokens for your own account;
- You are well informed about Kuende Swiss and Kuende Tokens to make an independent informed decision;
- You fully understand that Kuende Tokens are merely cryptographic tokens (which is not equivalent to a currency whatsoever) existent on the Ethereum blockchain that will enable usage of and interactions with services enabled by Kuende Swiss according to the Whitepaper, if successfully complete and deployed;
- You fully understand that Kuende Tokens are not a mean of payment nor a payment system;
- You fully understand that you are not investing in a fund or in a collective investment scheme and that Kuende Swiss is not acting as a fund manager, asset manager or investment advisor in relation to the Kuende Token Sale;
- You fully understand that Kuende Tokens do not constitute any Kuende Swiss’ equity, security, debt or asset of any form or kind;
- You have researched the legal laws and regulations of token purchases in the applicable legal jurisdiction and be sure that these do not prohibit the purchase of Kuende Tokens as described in these Terms and in the Whitepaper;
- You have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Ether (ETH), and blockchain-based software systems;
- You have carefully reviewed the code of the Smart Contract located on the Ethereum blockchain and fully understands and accepts the functions implemented therein;
- You are not a citizen or resident of a country whose legislation conflicts with the Kuende Token Sale and/or the Project in general and/or are listed in the Restrictions;
- You are resident of a Permitted Jurisdiction;
- You are not being listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations;
- You are not, nor any individual or entity that You represent, (A) appears on the specially designated nationals and blocked persons list of the OFAC, or (B) is a person identified as a terrorist organization on appearing on any other relevant lists maintained by governmental authorities;
- You are not a person who is or has been entrusted with prominent public functions, such as a senior politician, a senior government, judicial, or military social, a senior executive of a state owned corporation, an important political party social, or a close family member or close associate of any such person.
- The funds used to purchase Kuende Tokens are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, respectively subject to, any country (1) under a UN-, US-, EU-, CH- embargo;
- You do not know or have any reason to suspect that (1) the monies used to fund Your purchase of Kuende Tokens have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (2) the proceeds that you may get from the sale of Kuende Tokens will be used to finance any illegal activities;
- You are not purchasing or using Kuende Tokens for any illegal purposes and you will not use the Website for any illegal activity;
- You are only purchasing Kuende Tokens with legally obtained funds (which themselves have not been acquired through illegal money or activities);
- You are not engaging in any unlawful activity through your participation in the Kuende Token Sale;
- You are legally permitted to transfer funds to Kuende Swiss in order to support the Project;
- You are legally permitted to receive Kuende Tokens in your jurisdiction and contributing to the development of the Project;
- You understand that there is no warranty, guarantee or liability for defect with regards to Kuende Tokens, express or implied, to the extent permitted by law and that you are purchasing them at your sole and exclusive risk;
- You will take sole responsibility for any restrictions and risks associated with the purchase, use or holding of Kuende Tokens;
- You are not purchasing Kuende Tokens for the purpose of speculative investment;
- You are purchasing Kuende Tokens primarily to support the development, testing, deployment and operation of the Project, being aware of the commercial, operational, technical and financial risks associated with the Project;
- You are at least 18 years old or of the age of majority in your country of residence;
- You have full capacity to contract under the applicable law;
- You are in compliance with your local, state, and national laws by purchasing Kuende Tokens in your jurisdiction;
- You are complying with all applicable laws.
If you are purchasing Kuende Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for any damage arising out of a breach of these terms by You or any other employee or agent of such entity (in such event references to “you” in these Terms refer to You and such entity, jointly).
The Participant is fully liable for any possible misrepresentations concerning meeting of any eligibility requirements set forth by Kuende Swiss for the purpose of Kuende Tokens Sale conduction (including, but not limited to, residence requirements).
TO THE EXTENT PERMITTED PURSUANT TO APPLICABLE LAW, YOU SHALL INDEMNIFY, DEFEND, AND HOLD KUENDE SWISS AND/OR ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, VOLUNTEERS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES (INCLUDING REPUTATIONAL), LOSSES, SUITS, ACTIONS, DEMANDS, PROCEEDINGS, EXPENSES, AND/OR LIABILITIES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES INCURRED AND/OR THOSE NECESSARY TO SUCCESSFULLY ESTABLISH THE RIGHT TO INDEMNIFICATION) FILED/INCURRED BY ANY THIRD PARTY AGAINST KUENDE SWISS IN CONNECTION WITH THE KUENDE TOKEN ARISING OUT OF A BREACH OF ANY WARRANTY, REPRESENTATION, OR OBLIGATION HEREUNDER.
XI. NO WARRANTY
The Participant understands and expressly accepts that there is no warranty whatsoever on Kuende Tokens, the Smart Contract, the Website and/or the success of the Project, expressed or implied, to the extent permitted by law, and that the Kuende Tokens are purchased at the sole risk of the Participant on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.
The Participant also accepts that the Kuende Token concept is still in an early development stage and unproven; that is why there is no warranty that the process for creating Kuende Tokens will be uninterrupted or error-free and that there is an inherent risk that the relevant blockchain could contain weaknesses, vulnerabilities, or bugs causing, inter alia, the complete loss of Kuende Tokens.
XII. LIMITATION OF LIABILITY
The Participants assume all responsibility and risk with respect to the purchase of Kuende Tokens, their use and their holding. The Participants hereby expressly agree that, to the maximum extent permitted by the applicable law, Kuende Swiss does not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary, or otherwise) resulting from any use of, or inability to use the Website, Kuende Tokens or the material, information, software, facilities, services, or content on the Website, as well as from the purchasing of Kuende Tokens, regardless of the basis upon which the liability is claimed and even if Kuende Swiss has been advised of the possibility of such loss or damage.
TO THE EXTENT PERMITTED BY LAW, KUENDE SWISS HEREBY EXCLUDES: (I) ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY; AND (II) ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, LOSS OF DATA, LOSS OF PROGRAMS, LOSS OF INCOME OR REVENUE; LOSS OF BUSINESS; LOSS OF TOKENS; LOSS OF PROFITS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL, CLIENT INSATISFACTION, WEBSITE INTERRUPTIONS) WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCURRED BY ANY PARTICIPANT ARISING OUT OF THE KUENDE TOKEN SALE, THE SMART CONTRACT, THE PROJECT, THE WEBSITE OR THESE TERMS.
IN NO EVENT SHALL KUENDE SWISS, MEMBERS OF KUENDE BOARD, STAFF, DIRECTORS, SHAREHOLDERS, CONTRACTORS, DEVELOPERS, OR VOLUNTEERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE KUENDE TOKEN SALE, THE SMART CONTRACT, SERVICES OR PRODUCTS OFFERED BY KUENDE SWISS, OR THE PROJECT, THE WEBSITE OR THESE TERMS.
KUENDE SWISS WILL NOT BE LIABLE FOR ANY ADVERTISEMENT, PUBLIC ANNOUNCEMENT OR PRESS RELEASE MADE IN RELATION TO THE KUENDE TOKEN SALE.
KUENDE SWISS WILL NOT BE LIABLE FOR ANY SECURITY RISK SUCH AS HACKER ATTACKS, LOSS OF PASSWORD, LOSS OF PRIVATE KEY OR SIMILAR, BUGS OR ERRORS IN CODE, TEXT, OR IMAGES INVOLVED IN THE SALE OR IN THE WALLET USED IN RELATION TO THE KUENDE TOKEN SALE OR FOR ANY DAMAGES OR LOSSES RESULTING FROM THE VOLATILITY IN PRICING OF PILLARS IN ANY COUNTRIES AND CRYPTOCURRENCY EXCHANGES.
KUENDE SWISS SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION, OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF KUENDE TOKENS. THE PARTICIPANT UNDERSTANDS AND EXPRESSLY AGREES THAT KUENDE SWISS SHALL NOT GUARANTEE IN ANY WAY THAT KUENDE TOKENS MAY BE SOLD OR TRANSFERRED DURING OR AFTER THE KUENDE TOKEN SALE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO THE PARTICIPANT, THE LIMITATIONS WILL APPLY TO THE PARTICIPANT ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE PARTICIPANT UNDERSTANDS AND AGREES THAT IT IS HIS/HER OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO HIS/HER COUNTRY OF DOMICILE CONCERNING PURCHASING OF KUENDE TOKENS.
KUENDE SWISS WILL NOT BE LIABLE FOR (PARTIAL) INTERRUPTIONS TO AND DOWNTIME OF THE WEBSITE OR THE ETHEREUM BLOCKCHAIN DUE TO REPAIR, MAINTENANCE OR UPDATE WORK OR FOR ANY OTHER REASONS THAT IT CANNOT DIRECTLY CONTROL. BY ACQUIRING KUENDE TOKENS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE NOT TO HOLD KUENDE SWISS OR ANY DIRECTOR, EMPLOYEE OR CONTRACTOR OF KUENDE SWISS LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR FAILURE TO PROPERLY SECURE YOUR PRIVATE KEY TO THE WALLET CONTAINING YOUR KUENDE TOKENS: HACKER’S ATTACKS, STOLEN DEVICES, LOSS OF PASSWORDS, ETC.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
IN ANY EVENT, THE COMPANY WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE KUENDE TOKEN SALE OR ANY TRANSACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE), IN CONTRACT OR OTHERWISE, MORE THAN THE VALUE OF EACH SPECIFIC TRANSACTION.
YOU UNDERSTAND AND AGREE THAT BY FILING ANY CLAIM MORE THAN THIRTY (30) AFTER THE DISCOVERY OF THE ALLEGED LIABILITY, YOU WILL BE DEEMED TO HAVE FORFEITED YOUR RIGHTS. ANY SUCH CLAIM SHALL BE TIME-BARRED.
To the extent permitted by any applicable law, the Participant releases and agrees not to hold any directors, shareholders, initiators, developers, auditors, contractors or founders of Kuende Swiss liable for any and all damages caused by or related to the use of, or the inability to use, Kuende Tokens or the Smart Contract under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence).
To the extent permitted by any applicable law, the Participant releases and agrees that directors, shareholders, initiators, developers, auditors, contractors or founders of Kuende Swiss shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Kuende Tokens and/or the implementation of the Project.
The Participant further specifically acknowledges that directors, shareholders, initiators, developers, auditors, contractors or founders of Kuende Swiss are not liable, and the Participant agrees not to seek to hold them liable, for the conduct of third parties and that the risk of purchasing, holding and using Kuende Tokens rests entirely with the Participant.
By purchasing, holding or using Kuende Tokens, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the purchase, ownership or use of Kuende Tokens or any other action or transaction related to the Project.
The Participant acknowledges and agrees that any information or data the Participant has acquired from or about Kuende Swiss, included, but not limited to, information or data regarding prices, scope of terms, and any other terms, conditions, obligations, representations, and warranties set forth herein or delivered prior to the publication of these Terms (, the “Confidential Information”), was received in confidence. The Participant hereby expressly agrees to take all reasonable precautions to protect such information and not to divulge any such information or any information derived therefrom to any third person without the prior written consent of Kuende Swiss. The Participant agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of these Terms. Confidential Information shall also mean all material and information that has or will come into the possession or knowledge of the Participant in connection with its performance hereunder and which in the ordinary course of business is considered to be treated as confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; (d) is independently developed by the other party; or (e) is required to be disclosed by any judicial or governmental requirement or order (provided that Recipient advises the disclosing party of the governmental demand for disclosure in a timely manner).
By participating to the Kuende Token Sale, you agree to your personal data will be processed by
XVI. GOVERNING LAW AND JURISDICTION
These Terms are governed and construed in accordance with the laws of Switzerland, to the exclusion of the rules on conflicts of laws.
You agree to seek an amicable settlement prior to bringing any legal action. Any claim or dispute regarding to those Terms and/or the Kuende Token Sale or in relation to them shall (including for non-contractual disputes or claims and their interpretation) be subject to arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules.
The arbitration panel shall consist of one arbitrator only. The seat of the arbitration shall be Zug, Switzerland. The arbitral proceedings shall be conducted in English.
APPENDIX I: RESTRICTIONS
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN INVITATION TO PURCHASE, OR AN OFFER OF, KUENDE TOKENS IN ANY JURISDICTION OR TO ANY PERSON IN WHICH AND/OR TO WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
1. The United States Securities and Exchange Commission (“SEC”) has not approved Kuende tokens.
If the Purchaser is a Resident of the United States of America he won’t be allowed to purchase Kuende tokens:
If he, via technical and/or other means, circumvent such US ban, Kuende will have fulfilled its duty and will not be held liable for any breach of US regulations, including, but not limited to, the U.S. Securities Act (“Breach”). In case Kuende will be held liable anyhow due to such breach, the Purchaserwill fully indemnify Kuende for any damage incurred, fees levied, etc as a result of such Breach.
2. If the Purchaser is a Resident of Switzerland:
Kuende Tokens will not be listed on any regulated stock exchange, such as SIX Swiss Exchange, or SIX. Neither the White Paper nor this instrument has been prepared with regard to the legal standards for prospectuses under art. 1156 or art. 652a of the Swiss Code of Obligations or the legal standards for facilitated prospectuses under art. 5 of the Collective Investment Schemes Act (“CISA”) or art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange in Switzerland. Neither the White Paper nor this instrument, nor any other material relating to the Offer, Kuende Swiss GmbH or Kuende Tokens will be or have been filed with or approved by any Swiss regulatory authority. Specifically, neither the White Paper nor this instrument will be filed with, and the Offer of Kuende Tokens will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA). Furthermore, the Offer of Kuende Tokens has not been and will not be authorized under the CISA. Thus, the protection which is given to purchasers of interests or units in collective investment schemes under the CISA does not extend to purchasers of Kuende Tokens.
3. If the Purchaser is a Resident of the People’s Republic of China he is not allowed to purchase Kuende Tokens:
Kuende Tokens may not be offered or sold directly or indirectly in the People’s Republic of China (“China”, not including Taiwan or Hong Kong and Macau special administrative regions). The information contained herein does not establish an offer or a solicitation of an offer to invest within China.
IN CASE KUENDE SWISS IS HELD LIABLE ANYHOW DUE TO SUCH BREACH, YOU AGREE TO FULLY INDEMNIFY KUENDE SWISS FOR ANY DAMAGE OR LOSS (INCLUDING REPUTATIONAL) INCURRED AS A RESULT OF SUCH BREACH, INCLUDING, BUT NOT LIMITED TO ANY PENALTY, ATTORNEY’S OR COURT FEES.
APPENDIX II: SPECIFIC TERMS
Minimum Contribution Amount: 0.1 ETH
Maximum Contribution Amount: no maximum
Price of Kuende Token during Token Sale: 1 Kuende Token = USD 0.01 (in ETH)
Currency accepted: ETH
Total Kuende Tokens Supply: The total Kuende Tokens supply will be 3’560’000’000 (“Total Kuende Token Supply”). No additional Kuende Tokens will be created.
Contribution Period: The dates of contribution period (“Contribution Period”) will be communicated shortly on the Website.
Participants contributing will receive their Kuende Token once their contribution in ETH has been confirmed as received in the Smart Contract by Kuende Swiss.
Kuende ETH Public Address: this address will be communicated shortly.
No Refund: The Participant understands and accepts that all Contributions are final and may not be reversed or reimbursed. By contributing to the Project, the Participant acknowledges that he/she/it has no right to request a refund for any reason, and that he/she/it will not receive money or other compensation, nor any return or interest on the Contribution.
Lock-up Period: All Kuende Tokens acquired in the Kuende Token Sale shall be subject to the Token Lock-Up Period. Such Kuende Tokens shall be fully available for use as from the Token Unblock Date, which shall be communicated on the Website by Kuende Swiss.
Contribution Freeze / Abort: During the Contribution Period, Kuende Swiss may at any time stop the contribution function for security reasons. As long as such contribution freeze is not upheld or if the Contribution Period is aborted, no further Contribution will be possible.