Use of the Website
- The purpose of the Website is to, inter alia, provide you with you some general information about the platform being developed by the Company or on its behalf and the Token eneration Events (the “TGE”) in which the Coti Tokens will be offered to the public. You must not breach any of the Terms as set out below.
- The TGE will not be available to the citizens and/or residents of any of the following countries and/or territories: People’s Republic of China, Afghanistan, Bosnia and Herzegovina, Central African Republic, Cuba, Democratic Republic of Congo, Democratic People’s Republic of Korea, Eritrea, Ethiopia, Guinea-Bissau, Iran, Iraq, Israel, Libya, Lebanon, Somalia, South Sudan, Sudan, Syria, Uganda, Vanuatu, Yemen (the “Restricted Jurisdictions”). The TGE will restrict also citizens of or residents of any of the US which cannot meet the Accredited Investor threshold, and reference is made to Rule 501 of Regulation D under the Securities Act of 1933 (as amended) with regard. The Restricted Jurisdiction list is subject to review by the Company and may be amended from time to time at its sole discretion with or without prior notice.
Open Source Software
- The Company may make (but is not obligated to make) the source code for the software that it will develop (the “Coti Software”) available for download as open source software. You agree to be bound by, and comply with, any license agreement that applies to such open source Coti Software. You warrant and undertake not to indicate that you are associated with us in connection with your use, modifications or distributions of such open source Coti Software.
- In the event the Company will host any additional software and enable you to access and use such software through the Website and/or any other website of the Company, the Terms will apply to such access and use, as well as any license agreements that the Company may enter into with you.
- We may provide links, content, advertisements, promotions, logos and other materials to other sites that are controlled or offered by third parties (the “Links”). Such Links to a site or sites is not an endorsement, authorization, sponsorship or affiliation with respect to such site, its owners or its providers. We have not reviewed any or all of such Links or sites and are not responsible for any of the content of those sites. We caution you to ensure that you understand the risks involved in using such sites before retrieving, using, relying upon or purchasing anything via these sites. Links to these websites are provided solely for your convenience, and you agree that under no circumstances will you hold us liable for any loss or damage caused by use of or reliance on any content, goods or services available on other sites.
- In these Terms, the term “User Content” shall refer to all content that is submitted, uploaded, posted, published or otherwise provided on or through the Website by you which includes, but is not limited to your name, email address, IP address, cryptocurrency wallet details, text, code or other information and materials, sign up to our mailing list or create an account on our Website.
- You are in the best position to know if your User Content may be used in connection with the Website, and you are solely responsible for ensuring that your User Content complies with any applicable laws and third party rights, including but not limited to any intellectual property rights, privacy rights and publicity rights. The Company does not own, control or endorse any User Content that is transmitted, stored or processed via the Website or sent to it and is not responsible or liable for any User Content.
- You must ensure that the User Content provided by you at any time is true, fair, honest, accurate, up to date and complete and that any User Content you post, upload, input, provide or submit to us or via our Website do not breach or infringe the intellectual property rights of any third party.
- You are entirely responsible for maintaining the confidentiality of your User Content and any of your non-public information and are entirely responsible for any and all activities that occur under your account (if any). You agree to notify the Company immediately of any unauthorized use of your User Content, account or any other breach of security. For the avoidance of doubt, the Company will not be liable for any loss or damages that you may incur as a result of someone else using your User Content or account, either with or without your knowledge.
- You will be held liable for losses incurred by the Company or another party due to a third party using your User Content or account with or without your consent and you may not use anyone else’s User Content or account at any time without the permission of such person or entity.
- By providing your email address you express your consent to practice it as a communication channel with the Company. You must immediately update and inform the Company of any changes to your User Content by updating your personal data and by contacting the Company as per the means of communication listed in the “Contact Us” section on the Website, so that the Company can communicate with you effectively and make available accurate and up to date information for you.
- For the purposes of developing, distributing, promoting and providing the Website, by uploading, submitting, posting or providing any User Content on or through the Website you grant us a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute, publish, adapt, modify, translate, edit, manage, create derivative works from, publicly perform, publicly display, transmit and broadcast copies of the User Content in any form, medium or technology now known or later developed. You represent and warrant that you own or otherwise control all of the rights to your User Content, and that the use of your User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
- The Company reserves the right, but does not have an obligation, to monitor or review any User Content or activity on the Website, to investigate alleged or suspected violations of the Terms at any time and in its sole discretion, and may disclose any User Content or activity if it believes that disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. The Company also reserves the right to remove, screen or edit any User Content, in whole or in part, if it believes that such User Content is not ethical or may violate the Terms, the law or any third party rights, or for any other reason or no reason, without notice or liability, at any time and in its sole discretion. You agree that the Company will not be liable for any use of your User Content by us in accordance with these Terms.
Intellectual Property Ownership
- The Company retains all rights in and to the Website, its content, products and services, including but not limited to, copyrights, patents, trade secrets, trademarks, other intellectual property rights, trade names, logos, slogans, custom graphics, button icons, scripts, videos, text, images, software, code, files, content, applications, information and other material available on the Website (collectively, “IP Materials”). The entire contents of the Website are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.
- The Company and/or its licensors and affiliates own all right, title, and interest, including copyrights and other intellectual property rights, in and to all the IP Materials. You hereby acknowledge that you do not acquire any ownership rights by using the Website or by accessing any of the IP Materials, or rights to any derivative works thereof.
- You shall not, nor shall you cause any other party to modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Website pursuant to the Terms or otherwise exploit any of the IP Materials without the Company’s explicit, prior written permission. The foregoing shall not apply to your own User Content that you post through the Website in accordance with the Terms. All other uses of copyrighted or trademark material, including any derivative use, require explicit, prior written permission from the Company. Any reproduction or redistribution of materials not in accordance with the Terms is explicitly prohibited and may result in the termination of the Terms as well as severe civil and criminal penalties.
- You understand that any third party logos and/or brand names appearing on the Website and/or via any other communication between you and the Company are the intellectual property of any such third parties, and as such, the said third parties will retain all intellectual property rights therein.
Rules of Conduct
- You represent and warrant that you have full right and authority to use the Website and to be bound by the Terms and you agree that your use of the Website is subject to all applicable local, state, national and international laws and regulations.
- You undertake that you shall not defraud, or attempt to defraud, the Company or other users, and that you shall not act in bad faith in your use of the Website. If the Company determines that you do act in bad faith and/or in violation of the Terms, or if the Company determines that your actions are not ethical and/or fall outside of reasonable standards, the Company may, at its sole discretion, terminate the Terms, the Token Purchase Agreement, terminate and close your account, disable or cancel your Coti Tokens and prohibit you from using the Website.
- You agree that your use of the Website shall be lawful and that you will comply with the rules of conduct. In furtherance of the foregoing, and as an example and not as a limitation, you agree that you shall not:
- Create an account with or access the Website if you are under the age of 18 (eighteen) or from a Restricted Jurisdiction;
- Upload or transmit (or attempt to upload or transmit) any content, material and/or files that contain viruses, Trojan horses, worms, time bombs, corrupted files or data, or any other similar software or programs that may damage the operation of the Website or the computers of other users of the Website;
- Violate the contractual, personal, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Website in any manner that infringes any copyright, trademark, patent, trade secret, privacy or other right of any party (including rights of privacy or publicity);
- Use bots or other automated software programs to defraud or which otherwise violate the Terms and/or the terms of service of any third-party applications through which the Website is accessed;
- Attempt to obtain passwords or other private information from other users including personally identifiable information (whether in text, images, software, code, files or content form), identification documents, or financial information;
- Upload or transmit (or attempt to upload or to transmit), without the Company’s express permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, web bugs, cookies or other similar spyware devices;
- Improperly use support channels or complaint links to make false reports to the Company;
- Copy, mirror or frame any part of the Website on any other website;
- Use any meta-tags or other hidden text or metadata containing any of the Company’s trademark, URL or Coti Token name without the Company’s express prior written permission;
- Violate any applicable laws or regulations, or encourage or promote any illegal activity including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software, or cheats or hacks for the Website;
- Attempt to use the Website on or through any service that is not authorized by the Company. Any such use is at your own risk and may subject you to additional or different terms. The Company takes no responsibility for your use of the Website through any service that is not authorized by it;
- Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Website; or
- Interfere with the ability of others to enjoy using the Website, including disrupt, overburden or aid the disruption or overburdening of the Website servers.
- Impersonate or infringe in any other manner the privacy and reputation of others.
- You agree not to use the Website for any unlawful activity and the Company reserves the right to investigate any suspicious activity or in response to any complaints or reported violations. When investigating any such activity, the Company reserves the right to report suspected unlawful activity to any appropriate person or body and to provide them with any relevant information, including personal data.
Limitation of Liability
- You agree that your use of the Website shall be at your sole risk. To the fullest extent permitted by law, the Company disclaims all warranties, explicit or implied, in connection with the Website and your use thereof including implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.
- You acknowledge and agree to waive and hold the Comany harmless for any losses caused, directly or indirectly, to you and/or by you and/or to any other third party, with respect to the Website and you shall bear sole responsibility for any of your decisions made relying on the content of the Website and/or information provided by the Company and/or by anyone on our behalf.
- The Company makes no warranties or representations about the accuracy or completeness of the content of the Website and assumes no liability or responsibility for any:
- errors, mistakes, or inaccuracies of content;
- personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Website;
- any unauthorized access to or use of the Company’s secure servers and/or any and all personal information and/or financial information stored therein;
- any interruption or cessation of transmission to or from the Website;
- Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party; or
- any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content emailed, submitted, transmitted, or otherwise made available via the Website.
- In no event will the Company be liable to you or any third party for any special, direct, indirect, incidental, special, punitive, or consequential damages whatsoever including any lost profits or lost data arising from your use of the Website or other materials on, accessed through or downloaded from the Website, whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company has been advised of the possibility of these damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
- You specifically acknowledge that the Company shall not be liable for user submissions or defamatory, offensive, or illegal conduct by any third party and that the risk of harm or damage from the foregoing rests entirely with you.
- The Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Website and your browser and/or any other site accessing program. The Company makes no representations about the suitability, reliability, availability, timeliness and accuracy of the Website which is provided "as is" without warranty of any kind. The Company hereby disclaims all express or implied warranties with respect to the Website, including but not limited to, warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, completeness or accuracy, non-infringement of intellectual property rights and/or third party rights and/or applicable laws and/or regulations, or that the Website will be uninterrupted, timely, secure or error free.
- To the maximum extent permitted by applicable law, under no circumstances shall the Company be responsible for any loss or damage resulting from your use of the Website or from the conduct of any users of the Website, whether online or offline. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. The Company does not assume any responsibility or risk for your use of the internet.
- The Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing it to disclose the identity of anyone taking any actions and/or omissions that are believed to violate the Terms.
- In no event shall the Company be liable to you and/or anyone on your behalf for any damages whatsoever, including without limitation direct, indirect, incidental, special, punitive or consequential damages, loss of profit, revenue and/or data incurred by you or any third party, whether in an action for contract, tort or any other legal theory, arising out of or in connection with the access and/or use of the Website, including but not limited to the quality, accuracy, or utility of the information provided as part of or through the Website or for any decisions made on the basis of such information, whether the damages are foreseeable and whether or not the Company had been advised of the possibility of such damages and in cases where judicial authority finds the Company liable, its liability shall not exceed the lesser of 5,000 USD or the limit set by its insurance policy.
- By accepting the Terms you waive and hold the Company harmless from any claims resulting from any action taken by the Company during and/or as a result of its investigations and/or from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
- You agree to indemnify and hold the Company harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with:
- your use of and access to the Website;
- your violation of any term of the Terms;
- your violation of any third party right, including without limitation any copyright, property, or privacy right;
- any claim that you have caused damage to a third party; or
- any User Content submitted or transferred on and/or through the Website.
- You agree to indemnify and hold the Company harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with:
Disclaimer of Warranties
- While the Company tries to keep the Website up and running and functioning properly, you agree that your use of the Website is at your own risk. The Website and all content are provided to you on an “as is” and “as available” basis without any warranties of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement, any warranties arising out of course of dealing or usage of trade, any warranties as to accuracy, completeness, timeliness or reliability, any warranties that the Website or any of its services will meet your requirements or be error-free, available, uninterrupted, secure or free of viruses or other harmful components, any warranties that the Website will be compatible with your computer or other electronic equipment, any warranty that the materials and related graphics published on this Website do not include technical inaccuracies or typographical errors, all of which the Company expressly disclaims to the fullest extent permitted by applicable law. If the use of the Website results in the need for servicing or replacing equipment or data, we will not be responsible for those costs or losses. Except as otherwise provided in a separate written terms between you and the Company, no advice or information that you obtain from the Company or any other person or entity, whether orally, in writing, via the Website or elsewhere, will create any warranty by the Company not expressly stated in the Terms.
- Please note that despite the rules and guidelines in the Terms, it is possible that others might access or use the Website in ways that are deceptive, fraudulent, defamatory, harmful, unlawful, offensive or otherwise objectionable. The Company makes no representation or warranty whatsoever with regard to the conduct of any users or other third parties on or in connection with the Website, whether online or offline, whether in connection with any transaction, user content or otherwise.
- The Company may make improvements and/or changes to the Website, its products, services and/or the materials described therein at any time. The Company does not represent that the Website is appropriate for use in all locations and persons who have access to the Website do so on their own initiative and are responsible for compliance with local laws, of and to the extent applicable.
- The Company will not be liable for non-performance or delay in performance caused by any event reasonably beyond the Company’s control including, but not limited to natural disaster, strike, administrative decisions, transportation stoppages, wars, hostilities, revolutions, riots, civil commotion, national emergency, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any "act of God."
- Any disagreement or dispute between the Parties arising under, in connection with or in relation to these Terms shall be resolved exclusively and finally by confidential binding arbitration in accordance with the procedures set forth in this Section 13.1. The arbitration shall be conducted in Gibraltar or such other location as the Parties mutually agree. The arbitration proceedings will be conducted in accordance with, and pursuant to, the then most applicable rules of arbitration (the "Arbitration Rules") of the International Chamber of Commerce. A single neutral arbitrator (the "Arbitrator") shall be selected pursuant to the Arbitration Rules; provided, however, that, notwithstanding the Arbitration Rules, each Party shall have the right to pre-emptively challenge any Arbitrator that has previously arbitrated any matter for either Party. The Arbitrator will have the same power (but no greater power) to grant all appropriate legal and equitable relief, both by way of interim relief and as a part of the final award, as may be granted by any court of competent jurisdiction, in order to carry out these Terms (including declaratory and injunctive relief and damages). The Arbitrator shall render an award and written opinion explaining the award, and the decisions and award of the Arbitrator shall be final and binding upon the Parties. All awards and orders of the Arbitrator, including interim relief, may be enforced by any court of competent jurisdiction. The Parties agree that the award of the Arbitrator may be enforced against them or their assets wherever they may be found and that a judgment upon the award may be entered in any court having jurisdiction thereof. The Parties hereto hereby waive to the fullest extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. In the event of any conflict between the Arbitration Rules and the provisions of this Section 13.1, this Section 13.1 shall control.
- All notices to be given by the Company will be sent by email to the email address provided by you to the Company during the registration process. You agree to monitor your email messages and/or the Website frequently to ensure awareness of any notice sent. Any notice to the Company will be given by contacting the Company at the address mentioned in the “Contact Us” section on the Website. Notices shall be deemed given 24 (twenty four) hours after an email is sent. Alternatively, legal notices may be given to the registered address provided by you during the registration process. In such case, notice shall be deemed given 3 (three) days after the date of mailing.
- The Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.
- You agree that any claim or cause of action arising out of your use of the Website must be filed within 3 (three) months after such claim or cause of action arose or it shall be deemed waived and forever be barred, notwithstanding any status of limitations or other law to the contrary. Within this period, any failure by the Company to enforce or exercise any provisions of the Terms or related right shall not constitute a waiver of that right or provision. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
- The Company may assign the Terms, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense the Terms or any or all of your rights or obligations under the Terms without the Company’s express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
- Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
- These are the entire Terms between you and the Company relating to the subject matter herein and may not be modified by you. The Terms will inure to the benefit of the Company’s successors, assigns and licensees.
- Without limitation, you agree that a printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.