These terms of sale (“the Terms”) govern your purchase of the Vibe tokens [VIB] (“the Tokens”) during the Token sale period (“the Sale Period”) provided through the website Viberate.io (“the Website”). By accessing the Platform and the Website you acknowledge that you have read these Terms and that you agree to be bound by them. Any violation of these Terms may be enforced by Viberate to the fullest extent allowed by law.
The main purpose of the Viberate platform (“the Platform”) is to revolutionize the way musicians are presented and booked as well as to open the world of live music to anyone who wants to participate in it by decentralizing discovery and booking processes with the use of the blockchain technology. Viberate will secure the resources for the development and operation of the Platform by distributing the Tokens in accordance with the Terms. The Tokens shall be used as utility tokens - a predominant mean of payment on the Platform.
Viberate reserves the right to change, modify, add or remove portions of these Terms at any time at its sole discretion. The changes to the Terms will be effective immediately upon posting on the Website. You should review these Terms periodically for changes. By accessing the Platform and/or the Website and/or by purchasing and/or using the Tokens, you agree to the then current Terms.
None of the materials and documents, issued by Viberate, including but not limited to these Terms, the Whitepaper and the Website, constitutes an offer, solicitation or advice to sell or invest in shares or securities, nor does it constitute a public offering of equity or debt. The terms including but not limited to ICO, Initial Coin Offering, Crowdsale, Sale and other similar terms are used solely to describe a token generating event. None of the information presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Viberate expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from reliance on any information contained in any materials and documents, issued by Viberate, any error, omission or inaccuracy in any such information or any action resulting therefrom, or acquisition or usage of the Tokens.
Ownership of the Tokens carries no rights, express or implied, and they do not represent or confer any ownership right or stake, share or security or equivalent rights, any right to receive future revenue shares, any governance rights, intellectual property rights or any other form of participation in or relating to Viberate and its affiliates. The Tokens are not intended to be a security or any other form of an investment product.
Viberate does not provide exchange services with other cryptographic tokens and/or fiat money, nor does it provide custodial, wallet or other token storage services.
The Tokens are not consumer products. Its purchasers, possessors and users are not covered by the consumer protection regulations under any jurisdiction.
Tokens and Token Distribution
The Tokens are ERC20 compliant Ethereum tokens.
There are 200.000.000 Tokens released. The Tokens shall be distributed in the following manner:
- 60% of the Tokens is intended for purchase
- 16% of the Tokens will be held by the Viberate’s founders and the rest of the team
- 8% of the Tokens will be awarded to the Viberate’s advisors and ambassadors
- 4% of the Tokens will be awarded to the seed investors
- 5% of the Tokens is intended for the initial stocking of the bounty pool
- 7% of the Tokens is reserved for future partnerships
The Tokens can be purchased in exchange for Ether (ETH). The purchasers will have to send ETH from an Ethereum address wallet, for which they control the private key (and not a third party exchange) and will in exchange receive the Tokens to the same address. The only official and authorized website for the Token purchase is the Website. Failure to follow the instructions on the Website may limit, delay, or prevent the purchasers from purchasing the Tokens. Viberate shall in no way be responsible for any funds lost due to the purchaser’s negligence, lack of diligence, or failure to follow any instructions issued by Viberate.
The Sale Period will start on 5.9.2017 and end on 4.10.2017, or when all available Tokens have been purchased, whichever is earlier.
The base price of the Token is $0.1. Price in ETH will be calculated and locked from 5.9.2017 on.
The purchase of Tokens is final. There are no refunds or cancellations except as may be required by applicable law or regulation. Viberate reserves the right to refuse or cancel Token purchase requests at any time at its sole discretion.
In order for the sale to be successful, at least 1.000.000 USD worth of the Tokens has to be purchased (“Minimum Goal”) by the end of the Sale Period. The Minimum Goal is reached if the USD value of Tokens sold during the Sale Period is equal or bigger than 1.000.000 USD at the moment the Sale Period ends. If the Minimum Goal is reached, the purchasers will receive the Tokens to their wallet on 5.10.2017. If the Minimum Goal is not reached, all contributed funds shall be returned to the purchasers to the same address from which the funds were sent within 15 business days after the end of the Sale Period.
The sale is limited to the purchase of approx. 12.000.000 USD worth of the Tokens.
Viberate reserves the right to stop the sale of the Tokens, at its sole discretion, in situations including but not limited to a detection of a serious security issue, serious network performance issue and any type of attack on the Platform, Website or the Tokens.
The funds raised during the Token sale will be used for, among others, the development, marketing and operations of the Platform. The funds will be distributed in two phases:
In the first phase, the funds will be mainly allocated to product and technical development:
- 40% of the funds will be used for technical development and UI
- 15% of the funds will be used for product development and marketing
- 15% of the funds will be used for database expansion and support
- 20% of the funds will be used for marketing, sales and PR
- 10% of the funds will be used to cover general and administrative costs
In the second phase, the majority of the funds will be allocated to marketing:
- 25% of the funds will be used for direct sales
- 15% of the funds will be used for the global PR campaign
- 60% of the funds will be used for the global advertising campaign
Any Tokens that remain unsold will be transferred to the marketing budget.
Representations and Warranties
By purchasing the Tokens, you represent and warrant that:
(a) You have read and understand these Terms, you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms, blockchain technology and blockchain-based software systems to understand these Terms and associated risks and implications of purchasing the Tokens, and you have obtained sufficient information to make an informed decision to purchase the Tokens;
(b) You are purchasing the Tokens on your own account as principal and not in anticipation of a further distribution of the Tokens to others, and that you are not purchasing the Tokens for any other uses or purposes, including but not limited to, any investment, speculative or other financial purposes;
(c) You are not a citizen or a resident of the United States of America, its territories or possessions, any state of the United States of America or the District of Columbia, nor a corporation, partnership or other legal entity formed under the laws of the USA, nor an agency, branch or office located in the USA of a corporation, partnership or other legal entity that was formed under laws other than those of the USA, nor a trust of which any trustee is described in this paragraph, nor a legal entity the shares of which are not publicly traded on a securities exchange, and more than 45% of the shares of which are owned by or for the benefit of an individual or entity described in this paragraph, nor a member of any branch of the military of the USA, nor an agent or a fiduciary acting on behalf or for the benefit of an individual or entity described in this paragraph;
(d) Your purchase of the Tokens complies with applicable laws and regulations in your jurisdiction, including but not limited to legal capacity, including but not limited to the capacity to enter into a binding contract, and any other threshold requirements in your jurisdiction for purchasing and using the Tokens and agreeing to these Terms, any foreign exchange or regulatory restrictions applicable to such purchase, and any governmental or other consent that may need to be obtained, that you will comply with any applicable tax obligations in your jurisdiction arising from the purchase of the Tokens, and that you are not a citizen or a resident of a geographic area in which the purchase of Tokens and/or access to or use of the Platform, Website or Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act and you agree that if your citizenship, country of residence or other circumstances change in such way that this representation is no longer accurate, you will immediately cease using the Platform, Website or Tokens;
(e) If you are accessing and/or using the Platform and/or the Website and purchasing and/or using the Tokens on behalf of a legal entity, you represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf (including but not limited to accepting these Terms).
Use of the Platform and the Website
You agree not to access (or attempt to access) the Platform and/or Website by any means other than through the interface that is provided by Viberate. You agree that you will not engage in any activity that interferes with or disrupts the operation of the Platform and/or Website (or the servers and networks which are connected to the Platform and/or Website). You agree that you will not reproduce, duplicate, copy, sell, trade or resell any part or element of the Platform and/or Website for any purpose. You agree that you are solely responsible (and that Viberate has no responsibility to you or to any third party) for any breach of your obligations under these Terms and for the consequences (including any loss or damage which Viberate or any third party may suffer) of any such breach.
You shall not transmit to or upload to the Platform and/or Website any software that is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication. Furthermore, you shall not use or misappropriate the data on the Platform and/or Website for your own commercial gain.
Viberate reserves all rights not specifically granted herein. Any derivative use of the Platform and/or Website or its materials, and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Platform and/or Website or any materials contained therein.
The Platform and/or Website may contain links to other sites on the Internet which are owned and operated by third parties. You acknowledge that Viberate shall not be held responsible for the availability of, or the materials located on or through, any such sites.
You acknowledge that by accessing the Platform and/or Website, you may come into contact with content that you find harmful, offensive, threatening, indecent or
objectionable and you acknowledge that Viberate shall have no liability to you for such content.
By purchasing, holding and using the Tokens, you expressly acknowledge and assume the risks described in the following paragraphs. Viberate hereby expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind occurring in light of the aforementioned risks.
Risks associated with unfavorable regulatory actions. The regulatory status of the blockchain technology and cryptocurrencies is unclear or unregulated in many jurisdictions, which is why it is impossible to predict possible regulatory actions, that could negatively impact the use of the Platform and Website and the possession, use and value of the Tokens. There is a risk that in some jurisdictions the Tokens might now or in the future be considered securities. Viberate does not warrant or guarantee that the Tokens are not considered securities in all jurisdictions. It is your sole responsibility to determine if the purchase and possession of the Tokens is legal in your jurisdiction. If you establish that the purchase and possession of the Tokens is not legal in your jurisdiction, you should not purchase them. Purchasing and possessing Tokens may also result in unfavorable tax consequences. You are solely responsible for seeking adequate tax advice regarding the tax status of the Tokens in your jurisdiction.
Risks associated with the Ethereum Platform. The Tokens are issued on the Ethereum Platform, therefore any malfunction, breakdown or abandonment of the Ethereum Platform may have a material adverse effect on, cause malfunctioning of or prevent access to or the loss of the Platform, Website or the Tokens.
Risks associated with security weaknesses, theft, hacking and mining attacks. The Platform, Website and Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of the Tokens. Hackers or other groups or organizations may attempt to interfere with the Platform, Website, Tokens and/or your third-party wallet in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus - based attacks. The Ethereum Platform and other blockchain networks are susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, selfish-mining attacks, and race-condition attacks, that present a risk to the Tokens.
Risks associated with liquidity. Third party exchanges that offer trading of cryptographic tokens are currently unregulated in many jurisdictions, which makes them more susceptible to unfavorable regulatory actions, fraud or manipulation. Viberate offers no guarantees that the Tokens will be listed or made available for exchange with other cryptographic tokens and/or fiat money, no guarantees with regards to the volume of such potential exchange and no warranties with regards to any exchange service providers.
Risks associated with the loss of value. Value of the Tokens may fluctuate and you may suffer loss in value of such acquired Tokens. Additionally, the loss of value of the ETH may impact the value of the Tokens.
Risks associated with uninsured losses. The Tokens are entirely uninsured. Viberate does not offer any indemnity in case of any losses in relation to the Tokens.
Risks associated with the insufficient interest in the Platform. It is possible that the Platform will not be used by a large number of individuals and other entities, which could negatively impact the development of the Platform and consequently the potential utility of the Tokens.
Risks associated with the inadequacy and/or incompletion of the Platform. The Platform is under development and may undergo significant changes, which means it may not meet your expectations regarding its form and functionality. Some of the features may never be developed, released or fully functional. Viberate does not offer any guarantees with respect to the features and functionalities of the Platform. Viberate may, at its sole discretion, due to any number of reasons, suspend the operations of the Platform and dissolve.
Unanticipated risks. The blockchain and cryptocurrencies are new and untested technology. In addition to the aforementioned risks, there are risks associated with the use of the Platform and the Website, and the purchase and possession of the Tokens, that are currently unforeseeable and can further materialize as unanticipated.
You are solely responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanisms you use to receive and hold the Tokens, including any private keys or other credentials required to access such storage mechanisms. Viberate is in no way responsible for any security breach to your storage mechanisms and for any subsequent loss of the Tokens.
Viberate may determine at its sole discretion, the personal information it needs to collect in order to comply with applicable laws, regulations and policies, to determine your eligibility to purchase Tokens and to execute its sale. You agree to provide such information promptly upon Viberate’s request and acknowledge that your use of the Platform, the Website and the sale and/or use of Tokens may be suspended until such information is taken under advisement and eligibility to purchase and/or use Tokens is determined.
The purchase price you pay for the Tokens is exclusive of all applicable taxes. You are solely responsible for all your factual and potential tax obligations. Viberate is under no conditions bound to withhold, collect, report or remit any tax arising from your purchase of the Tokens and/or to compensate you for your tax obligations.
YOU ARE USING THE PLATFORM AND THE WEBSITE AND PURCHASING AND/OR USING THE TOKENS AT YOUR OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIBERATE PROVIDES THE PLATFORM, WEBSITE AND TOKENS “AS-IS” AND “AS AVAILABLE” AND DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND TERMS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, EXCEPT FOR, AND ONLY TO THE EXTENT THAT, ANY SUCH REPRESENTATION, WARRANTY, CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. VIBERATE DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE PLATFORM AND THE WEBSITE AND THE PURCHASE AND/OR USE OF THE TOKENS. VIBERATE MAKES NO WARRANTY THAT THE PLATFORM, WEBSITE AND TOKENS WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. RENDERING OF ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR SERVICE BY VIBERATE OR ANY THIRD PARTY, SHALL NOT CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY UPON SUCH SERVICE, INFORMATION OR ADVICE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL VIBERATE, ITS PAST, PRESENT, OR FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, PREDECESSORS, SUCCESSORS, EQUITY HOLDERS, ASSIGNS, AFFILLIATES, PARENT COMPANIES, SUBSIDIARIES, VENDORS, DISTRIBUTORS, SUPPLIERS, CONTRACTORS AND SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, (INCLUDING BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, REVENUE, INCOME OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE PLATFORM AND/OR THE WEBSITE, SALE AND/OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND REGARDLESS OF WHETHER SUCH DAMAGE WAS FORSEEABLE.
TO THE FULL EXTENT ALLOWED BY LAW, YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS VIBERATE, ITS PAST, PRESENT, OR FUTURE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, PREDECESSORS, SUCCESSORS, EQUITY HOLDERS, ASSIGNS, AFFILLIATES, PARENT COMPANIES, SUBSIDIARIES, VENDORS, DISTRIBUTORS, SUPPLIERS, CONTRACTORS AND SERVICE PROVIDERS FROM AND AGAINST ANY RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, ACTIONS, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, LOSSES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA), COSTS AND EXPENSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM AND/OR THE WEBSITE, SALE AND/OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, EVEN IF VIBERATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIBERATE LIMITS ITS AGGREGATE LIABILITY TO THE PURCHASE PRICE YOU PAID FOR THE TOKENS, AT VIBERATE’S OPTION. VIBERATE RESERVES THE RIGHT TO EXERCISE SOLE CONTROL OVER THE DEFENSE, AT YOUR EXPENSE, OF ANY CLAIM SUBJECT TO IDEMNIFICATION HEREIN. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL PURPOSE.
Viberate may send notices to you via postings on or within the Platform, the Website, or other reasonable means now known or hereafter developed. Notices posted on the Platform or the Website will be effective upon posting.
Notices to Viberate shall be sent to firstname.lastname@example.org.
All communications and notices to be made or given pursuant to these Terms must be made in the English language.
All information provided on the Platform, the Website and in the Whitepaper, apart from these Terms, is not binding and is of descriptive nature only.
All rights not expressly granted by Viberate to you in these Terms are hereby reserved by Viberate. There are no implied rights in these Terms.
You and Viberate are both independent contractors and will have no right to assume or create any obligation or responsibility on behalf of each other. These Terms will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind.
Nothing in these Terms shall be construed as creating a right which is enforceable by any person who is not a party to these Terms or a permitted assignee of such a party.
You may not assign or transfer your rights under these Terms without Viberate’s prior written consent. Any purported assignment or transfer in violation of this paragraph is void.
Viberate will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond Viberate’s reasonable control.
No delay or failure by Viberate to exercise any right or remedy under these Terms will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of Viberate waiving its rights. A waiver by Viberate of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.
In the event any provision of these Terms is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired. Any invalid, illegal, or unenforceable provision will be interpreted to affect the intent of the original provision. If such interpretation is not possible, the provision will be severed from these Terms.
These terms are governed and construed in accordance with the laws of the Republic of Slovenia, without giving effect to any conflicts of law rules (whether of the Republic of Slovenia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
All disputes or claims arising out of or in any way related to the use of the Platform, the Website, the sale and/or use of the Tokens or these Terms shall be finally settled under the Rules of Arbitration of the Ljubljana Arbitration Centre which shall have exclusive jurisdiction in all matters directly or indirectly related to these Terms.
Prior to filing any claims in accordance with the above paragraph, you undertake to file such claim to Viberate via email sent to email@example.com.
These Terms represent the entire agreement between you and Viberate and supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and Viberate, whether written or verbal, regarding the subject matter thereof.