EMPLEOS PLEO TOKEN SALE TERMS AND CONDITIONS
Version: 1.0 | August 2018
The following Terms and Conditions, together with any other terms incorporated by reference (the “Terms”) govern your (“you” or the “Purchaser”) purchase of PLEO TOKENS from Empleos, a limited liability company registered in Georgia (the “Company”). Purchaser and Company may be referred as Party or Parties in below.
The Terms describe the token generation sales of PLEO TOKENS (the “Token Sale”) as well as the rights and obligations arising from PLEO TOKENS. Please read the Terms carefully before using the services described by the Company or making offers to purchase PLEO TOKENS. By using the website of the Company used for the Token Sales or making offers to purchase PLEO TOKENS, you acknowledge that you have read these Terms and you agree to be bound by them. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE OR MAKE OFFERS TO PURCHASE PLEO TOKENS FROM THE COMPANY. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT email@example.com.
By purchasing PLEO TOKENS, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Empleos Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of PLEO TOKENS, including losses associated with the terms set forth below.
DO NOT PURCHASE PLEO TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING PLEO TOKENS, YOU SHOULD CAREFULLY CONSIDER THE TERMS BELOW AND CONSULT AN APPROPRIATE TECHNICAL EXPERT, LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL.
PURCHASES OF PLEO TOKENS SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING NEM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS.
PURCHASERS SHOULD HAVE AN EXPERTISE AND EXPERIENCE WITH STORAGE AND TRANSMISSION MECHANISMS OF CRYPTOGRAPHIC TOKENS. THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF CRYPTOGRAPHIC, NEM, PLEO TOKENS OR ANY OTHER FUNDS RESULTING FROM ACTIONS TAKEN OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE RELEVANT EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE PLEO TOKENS. YOUR PARTICIPATION IN THE PLEO TOKENS SALE IS DEEMED AS YOUR ACKNOWLEDGMENT THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
THE COMPANY RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE THE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. ALTHOUGH WE AIM TO INFORM KNOWN USERS OF SUCH CHANGES, THIS MAY NOT ALWAYS BE POSSIBLE. IT REMAINS YOUR OBLIGATION TO REVIEW THESE TERMS PERIODICALLY. ANY CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING ON OUR WEBSITE.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, PLEO TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS:
1.1. PLEO TOKENS are a blockchain-based token to be issued by the Company. PLEO TOKENS are based on NEM, and purchase and future handling of PLEO TOKENS requires access to generally accepted storage and transmission systems of NEM.
1.2. PLEO TOKENS are intended use of the business model and its features as contemplated by the Company (as defined in the white paper (the “White Paper”) provided at https://empleos.io/ (the “Website”), as of the date the Purchaser acquires PLEO TOKENS), and provide the Purchasers with access to the services to be provided by the Company. To the extent they do not contradict these Terms, the rights connected to PLEO TOKENS are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms.
1.3. PLEO TOKENS can be held and used at the sole discretion of the holder to the extent this does not contradict these Terms. The Company aspires to achieve the milestones described in the White Paper. The Company makes no representations nor warrants that such milestones are achievable or will be achieved. If the Company achieves all or part of the aspirations described in White Paper, PLEO TOKENS may become useable for additional purposes, which will be solely in the Company’s discretion.
1.4. In respect of the tasks described in 1.3 above, the Company has only such obligations and duties as expressly described in these Terms. Other obligations and duties are excluded.
1.5. The Company is not an investment advisor, and does not give investment advice to you. PLEO TOKENS are not a security.
2. CONDITIONS OF PLEO TOKENS SALE
2.1. YOU MAY NOT MAKE AN OFFER OR ACQUIRE PLEO TOKENS AT ANY POINT IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE PEOPLE’S REPUBLIC OF CHINA, THE UNITED STATES OF AMERICA, OR ANY OTHER COUNTRY WHOSE LEGISLATION LIMITS OR FORBIDS THE OFFERING, SALE, ACQUISITION OF AND/OR OTHER TRANSACTIONS WITH PLEO TOKENS, OR THE ENVISIONED ACTIVITIES OF COMPANY.
2.2. When you purchase, or otherwise receive, a PLEO TOKEN, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the PLEO TOKEN:
2.2.1. neither the Company nor any of the Empleos Team has provided you with any advice regarding whether PLEO TOKENS is a suitable investment for you;
2.2.2. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
2.2.3. you are legally permitted to receive and hold and make use of PLEO TOKENS in your and any other relevant jurisdiction;
2.2.4. you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of PLEO TOKENS and allocate PLEO TOKENS to you;
2.2.5. you have not supplied us with information relating to your acquisition of PLEO TOKENS or otherwise which is inaccurate or misleading;
2.2.6. you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
2.2.7. you will notify us promptly of any change to the information supplied by you to us;
2.2.8. you will comply with our Know Your Customer policy as made available on the Website and as amended from time to time at our discretion;
2.2.9. you are of a sufficient age to legally obtain PLEO TOKENS, and you are not aware of any other legal reason to prevent you from obtaining PLEO TOKENS;
2.2.10. you take sole responsibility for any restrictions and risks associated with receiving and holding PLEO TOKENS, including but not limited to these set out in Annex A;
2.2.11. by acquiring PLEO TOKENS, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
2.2.12. you are not obtaining or using PLEO TOKENS for any illegal purpose, and will not use PLEO TOKENS for any illegal purpose;
2.2.13. you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of PLEO TOKENS;
2.2.14. your acquisition of PLEO TOKENS does not involve purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
2.2.15. to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of the Company, PLEO TOKENS, the NEM network and/or achieving any of the aspirations set forth in the White Paper;
2.2.16. you accept that PLEO TOKENS are created and you obtain PLEO TOKENS on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing PLEO TOKENS without being able to provide any warranties in relation to PLEO TOKENS, including, but not limited to, title, merchantability or fitness for a particular purpose;
you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of PLEO TOKENS, (ii) the potential appreciation or depreciation in the value of PLEO TOKENS over time, if any, (iii) the sale and purchase of PLEO TOKENS, and/or (iv) any other action or transaction related to PLEO TOKENS has tax implications. You are solely responsible for performing any and all obligations related to relevant tax implications, including, among other, declaring and paying applicable taxes.
3. STRUCTURE OF THE Token Sale
3.1. The maximum total amount of PLEO TOKENS to be issued by the Company is 140,000,000.
3.2. In the course of this Token Sale 60 % of the maximum total amount of PLEO TOKENS are offered for sale (up to 84,000,000). These PLEO TOKENS are expected to be distributed as follows:
3.2.1. 60 % of the PLEO TOKENS are offered for purchase to the Purchasers;
3.2.2. 20% of the PLEO TOKENS are used for regional business development;
3.2.3. 15% of the PLEO TOKENS are distributed to the founders and advisors of the Token Sale;
3.2.4. 2 % of the PLEO TOKENS are used to finance marketing costs;
3.2.5. 3% of the PLEO TOKENS are kept on reserve.
3.3. The minimum purchase quantity is 100 PLEO TOKENS during the Token Pre-Sale Period (as defined in clauses 5.1.1-5.1.2) and 100 PLEO TOKENS during the Token Sale Period (as defined in clause 5.1.3-5.1.4).
3.4. The following limits apply on quantity of PLEO TOKENS offered for purchase during the Token Sale:
3.4.1 28,000,000 PLEO TOKENS are offered for purchase during the Token Pre-Sale (the “Pre-Sale Cap”) at a 25% discount;
3.4.2. 42,000,000 PLEO TOKENS are offered for purchase during the Token Main Sale Period (the “Hard Cap”).
3.5. The Company may, but is not obliged to, refuse to allocate PLEO TOKENS in quantities exceeding of the Pre-Sale Cap and Hard Cap as the case may be. Payments for such excessive quantities shall be returned (in the currency of the original payment) proportionally to the Purchasers by the Company after deducting relevant costs and charges the Company has incurred in connection with processing such payments, whereas the exchange rate risk is borne by the Purchaser.
3.6. The PLEO TOKENS will be created and provided to the Purchasers after each Token Sale based on PLEO TOKEN purchases during the Token Sale. The total supply of PLEO TOKENS will be fixed after the end of the Main Token Sale.
3.7. Any PLEO TOKENS offered for purchase to the Purchasers which remain unpurchased at the end of the Main Token Sale shall not be created or destroyed, and the total number of PLEO TOKENS stipulated in clause 3.1 above shall be reduced by the number of PLEO TOKENS not created or destroyed.
3.8. Purchaser must have an NEM nano wallet in order to receive any PLEO TOKENS purchased from the Company.
3.9. PLEO TOKENS purchased or distributed in the course of the Token Sale may be sold or otherwise transferred once PLEO TOKENS are listed on exchange.
3.10. The Company warrants that neither it nor its shareholders will acquire PLEO TOKENS during the Token Sale, except for allocations under clause 3.2 above. Furthermore, the Company warrants that neither it nor its shareholders will purchase PLEO TOKENS from any third party during the Token Pre-Sale Period and Token Main Sale Period (both as defined in clause 5.1).
4. PRICE OF PLEO TOKENS
4.1. During the Token Sale, PLEO TOKENS will be allocated in USD at the rate of
$0.50 = 1 PLEO TOKEN. The value of payments in cryptocurrencies (of which BTC/ETH/XEM will be accepted), and the amount of PLEO TOKENS to be allocated in exchange for such payments will be calculated based on exchange rates applicable at the time the payment has been confirmed by the network. The Company is not liable for any changes in the exchange rate and the Purchaser accepts that the changes may decrease the number of PLEO TOKENS to be allocated. The Company shall determine at its sole discretion which cryptocurrencies are acceptable for acquiring PLEO TOKENS.
4.2. The Purchasers will be entitled to certain discounts for the purchase of PLEO TOKENS made by the Purchaser (see clause 4.3). No cash or other bonuses shall be paid to the Purchasers. Any changes to the discount scheme shall have no retroactive effect, unless the Company expressly stipulates that changes have retroactive effect for fraud prevention or other legitimate reasons.
4.3. The discount rate calculated for the purchase of PLEO TOKENS by relevant Purchaser on the date of the relevant purchase is as follows:
5. TIMING OF PLEO TOKENS SALE
5.1. The various phases of the Token Sale are the following:
5.1.1. the Token Pre-Sale Period starts on 1 October 2018
5.1.2. the Token Pre-Sale Period ends on 21 October 2018
5.1.3.the Token Main Sale Period starts on 15 November 2018.
5.1.4. the Token Main Sale Period ends on 5 December 2018.
5.2. The Company shall publish the total number of PLEO TOKENS currently covered with purchase orders and the distribution of all PLEO TOKENS between the participating NEM accounts. The Company will update this information at least once a calendar day.
5.3. The PLEO TOKEN purchase conditions may differ during the various phases of the sales period. Only purchase requests that are received by the Company during the relevant period and accepted by the Company under these Terms, entitle the Purchaser to relevant benefits arising from the relevant purchase order.
5.4. The Company reserves the right to change the dates defined in clause 5.1 above or extend the sale duration for any reason, including any commercial, security, regulatory or procedural reason or issue.
5.5. Georgian time (UTC/GMT +4) shall apply to any dates and deadlines stipulated in these Terms.
6. PURCHASE OF THE PLEO TOKENS
6.1. During the Token Sale, the Purchaser can acquire PLEO TOKENS via the Website according to the procedure thereunder. In order to complete the purchase of PLEO TOKENS, the Purchaser must comply with the Company’s KYC procedures as required by the Company.
6.2. In order to purchase PLEO TOKENS during the Token Sale, the Purchaser:
6.2.1. requests more information on the Website and is sent an e-mail with more details and payment information;
6.2.2. specifies the method and cryptocurrency for making the payment for acquiring PLEO TOKENS;
6.2.3. makes the payment for acquiring PLEO TOKENS according to the instructions on the Website and these Terms. In case of non-compliance with the instructions and the Terms, the Company may either (a) return the payment to the Purchaser in the currency of the original payment after deducting relevant costs and charges the Company has incurred in connection with processing such payment (in which case no PLEO TOKENS will be allocated to the Purchaser), or (b) require additional information from the Purchaser.
6.3. Making a payment for acquiring PLEO TOKENS in accordance with clause 6.2.3 is considered an irrevocable, unconditional and binding purchase order for acquiring PLEO TOKENS for the Purchaser.
6.4. The Purchaser is aware that due to processing time of payments and fluctuations of the exchange rates, the USD equivalent of the payment made by the Purchaser may be different from the USD equivalent of the payment received by the Purchaser. The exact quantity of the PLEO TOKENS allocated to the Purchaser depends on the exact USD equivalent of the payment received by the Company from the Purchaser for relevant PLEO TOKENS.
6.5. Within 10 days from the end of the Token Sale Period, the Company shall process all purchase orders received in the course of the Token Sale and shall allocate PLEO TOKENS (in the amount calculated in accordance with clause 4.1) to the wallet address provided by each Purchaser.
6.6. The Purchaser is entitled to allocation of the PLEO TOKENS subject to compliance with the Company’s Know Your Customer Policy. The Company may require additional information from the Purchaser for Know Your Customer Policy purposes. Non-compliance with the said policy results in consequences stipulated in the same policy.
7. SPECIAL WITHDRAWAL RIGHT FOR CONSUMERS
7.1. The agreement on purchase on PLEO TOKENS is deemed to be concluded upon and on the date the Purchaser instructs the payment stipulated in clause 6.2.3. (“Agreement Date”).
7.2. The Company aims at not offering PLEO TOKENS to consumers, i.e. natural persons, who conduct a transaction not related to their economic or professional activities. Nonetheless, should a consumer purchase PLEO TOKENS, then such Purchaser may cancel the purchase of PLEO TOKENS within 14 days from the Agreement Date with an e-mail notice on cancellation to the Company without providing any reasons. The notice must be sent to the e-mail address firstname.lastname@example.org.
7.3. If the Purchaser has the right stipulated in clause 7.2 and chooses to exercise that right:
7.3.1. the Company shall refund to the Purchaser within 14 days from cancellation the payment made under the clause 6.2.3. in the currency of the original payment after deducting costs and charges the Company has incurred in connection with processing such payment (to the extent such deductions are allowed by the applicable law); and
7.3.2. no PLEO TOKENS will be allocated to the Purchaser.
8. RIGHTS ARISING FROM THE PLEO TOKENS
8.1. The Company aims at keeping the holders of PLEO TOKENS informed of its developments and activities. The holders of PLEO TOKENS may receive preferential or exclusive treatment in the following offerings the Company may start to offer, but the Company makes no legal representations or promises in this respect.
8.2. The Company make public an official, regular and updated report on the status, financial situation and product development status of the Company. Through this report, you can track and confirm that the Company maintains a legal standing and progresses with the product development process as described in the White Paper (as updated in the course of the product development.
8.3. Irrespective of the above, the Purchasers are not regarded as shareholders, bondholders of anything similar and thus have no legal or financial expectation of influence over governance of the Company.
9. NO INVESTMENT OR TAX ADVICE
9.1. Although the Company has taken reasonable steps to ensure the integrity and accuracy of information communicated, the Company nor any of its agents owe any duty of care to you, nor make any express or implied representation or warranty, and no responsibility or liability is accepted by any of them with respect to the adequacy, accuracy, completeness or reasonableness of the facts, opinions, estimates, forecasts, projections or other information in the White Paper or any further information, written or oral notice, or other document at any time provided in connection with PLEO TOKENS, NEM, or any other aspect of the activities of the Company. Nothing shall be relied upon as a promise or representation regarding any historic or current position or future events. The opinions, descriptions, plans and intentions expressed by the Company are those held by the authors at the date of the relevant communication and may be subject to change.
9.2. Any materials and information published by the Company, inter alia the White Paper, are intended for informational purposes only. It may not be considered investment advice, investment research, recommendation, solicitation of any kind or an endorsement, nor will it form a part of any investment decision or any other decision regarding PLEO TOKENS. You are solely responsible for determining whether acquisition of PLEO TOKENS is appropriate or suitable for you based on your investment objectives and financial situation. Any decisions or actions taken on the basis of information presented by the Company, inter alia in the White Paper, the Website or other content is done at your own risk and discretion.
9.3. There is no guarantee that the Company will be successful. Similarly, there is no guarantee that the value of PLEO TOKENS will rise, even in case of the Company’s success. You are advised to thoroughly assess the risks and uncertainties involved before making any decisions. No promises in terms of PLEO TOKENS value or future performance are made.
9.4. The Purchaser bears the sole responsibility to determine if the purchase of PLEO TOKENS or the potential appreciation or depreciation in the value of PLEO TOKENS over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing PLEO TOKENS, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company or the Empleos Team liable for any tax liability associated with or arising from the purchase of PLEO TOKENS.
10. EXCLUSION OF LIABILITY
10.1. The Company intends to operate in a highly regulated business area which requires a number of licenses and authorizations. The Company might not succeed in obtaining any or all of the necessary licenses and may therefore have to change its business plan. The Company disclaims all liability and responsibility to the maximum extent of the law for any statement or informative material communicated.
10.2. The sale of PLEO TOKENS is not registered or otherwise approved by any regulatory authority in any jurisdiction. The White Paper does not constitute an offer to sell or a solicitation of an offer to acquire PLEO TOKENS in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements, or undue burden, on the Company. Among other, PLEO TOKENS may not at any time be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, within the People’s Republic of China. PLEO TOKENS are being offered and sold inside the United States ONLY during the Private Sale Event.
10.3. In addition to other considerations and limitations, PLEO TOKENS are only suitable for individuals and entities (i) who have significant experience with and understanding of the usage and intricacies of cryptographic tokens, (ii) who understand and are willing to assume the potential risk of loss and who understand that there may be limited liquidity and/or usage for PLEO TOKENS; and (iii) who understand and are willing to assume the risks involved.
10.4. These Terms are subject to copyright with all rights reserved. They may not be published, distributed or transmitted by any other person by any means or media, directly or indirectly, in whole or in part.
11. DISCLAIMER OF WARRANTIES
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING PLEO TOKENS AT THE PURCHASER’S SOLE RISK AND THAT PLEO TOKENS ARE PROVIDED ON AN “AS IS” AND “UNDER DEVELOPMENT” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW).
12. LIMITATIONS AND WAIVER OF LIABILITY
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, PLEO TOKENS OR (ii) THE EMPLEOS TEAM 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) AND THAT NOT THE COMPANY OR NONE OF THE EMPLEOS TEAM SHALL 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 INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, PLEO TOKENS, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO PLEO TOKENS. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY OR EMPLEOS TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF PLEO TOKENS, AND THAT THE RISK OF PURCHASING AND USING PLEO TOKENS RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE EMPLEOS TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAS PAID TO THE COMPANY FOR THE PURCHASE OF PLEO TOKENS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS CLAUSE AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE COMPANY OR THE EMPLEOS TEAM.
13. COMPLETE AGREEMENT
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
15. NO WAIVER
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Empleos Team shall be deemed a modification of these Terms nor be legally binding.
16. UPDATES AND CHANGES TO THE TERMS
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing PLEO TOKENS. The relationship between the Company and the Purchaser is regulated by the version of the Terms in effect at the time of deciding on relevant right or obligation.
17. COOPERATION WITH LEGAL AUTHORITIES
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, the Purchasers will indemnify, defend and hold harmless the Company and Empleos Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of PLEO TOKENS; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold PLEO TOKENS purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
20. FORCE MAJEURE
The Company or the Empleos Team shall not be held responsible for non-compliance with these Terms, if the non-compliance is caused by a Force Majeure event which separately of in combination with other similar risks is beyond the reasonable control of the Company.
21. APPLICABLE LAW AND DISPUTES
The Token Sale as well as any other rights and obligations arising from PLEO TOKENS are governed by the laws of Georgia.
The Company, any reader of this document and any person who intends to or has acquired PLEO TOKENS shall make good faith efforts to amicably resolve any dispute, controversy or claim between them relating to PLEO TOKENS and their respective rights and obligations hereunder.
In case a settlement is not reached between the parties, the dispute shall be resolved in accordance with applicable legislation of Georgia.
Currently, only English versions of any communications with the Company is considered official. The English version shall prevail in case of differences in translation.
PLEO TOKENS Risks
By purchasing, owning, and using PLEO TOKENS, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to PLEO TOKENS Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of PLEO TOKENS stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing PLEO TOKENS will result in loss of such PLEO TOKENS. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your PLEO TOKENS. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store PLEO TOKENS in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your PLEO TOKENS. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving PLEO TOKENS, including, for instance, if you provide the wrong address for the receiving PLEO TOKENS, may result in the loss of your PLEO TOKENS.
2. Risks Associated with the NEM Protocol
Because PLEO TOKENS are based on the NEM protocol, any malfunction, breakdown or abandonment of the NEM protocol may have a material adverse effect on the platform or PLEO TOKENS. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to PLEO TOKENS and the platform, including the utility of PLEO TOKENS for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the NEM protocol.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or PLEO TOKENS in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Empleos Team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and PLEO TOKENS, including the utility of PLEO TOKENS for obtaining the Company’s services.
4. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, PLEO TOKENS are uninsured, unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
5. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of PLEO TOKENS and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Empleos platform and PLEO TOKENS. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and PLEO TOKENS. Regulatory actions could negatively impact the platform and PLEO TOKENS in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of PLEO TOKENS constitutes unlawful activity or that PLEO TOKENS are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction 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.
6. Risks Arising from Taxation
The tax characterization of PLEO TOKENS is uncertain. You must seek your own tax advice in connection with purchasing PLEO TOKENS, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
7. Risk of Competing Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Company’s services.
8. Risks Arising from Lack of Governance Rights
Because PLEO TOKENS confer no governance rights of any kind with respect to the Empleos platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any PLEO TOKENS you own, including their utility for obtaining the Company’s services.
9. Unanticipated Risks
Cryptographic tokens such as PLEO TOKENS are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of PLEO TOKENS, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
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