GoNFTY Terms and Condition

A.     KNOWLEDGE REQUIRED

1.      The Buyer confirms that s/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and understands the risks associated with the purchase of GNFTY Token as well as the mechanisms related to the use and custody of cryptocurrencies.

2.      By purchasing GNFTY Token the Buyer acknowledges having carefully reviewed the White Paper at https://docs.gonfty.network/whitepaper/ and to understand the risks, costs and benefits associated with the purchase, storage and use of GNFTY Token.

 

B.     KNOW-YOUR CUSTOMER (KYC)

3.      The purchase of GNFTY Token is conditional upon the positive conclusion of an AML/KYC identification process and the Buyer shall provide to the Company all requested documents and information necessary or useful to the Company to complete the AML/KYC process.

4.      The Buyer accepts that it will not be entitled to purchase GNFTY Token in the event that the Company considers that the Buyer does not satisfy the AML requirements set by the Company.

 

C.     RISKS

5.      The Buyer acknowledges and accepts that acquiring and storing GNFTY Token involves various risks, in particular (but not limited to) the risk that the Company may not be able to launch its platform and/or its operations, to develop or exploit its blockchain and/or to provide the services to which GNFTY Token relates or is forced (in particular due to changes in the legal environment and/or issuance of new laws or regulations and/or new leading interpretation of current legal framework and/or case law, which might also have a retroactive effect) to stop its operations or change its business model.

6.      The Buyer confirms having carefully considered the risks, costs and benefits of acquiring GNFTY Token in the context of GNFTY Token Private-Pre-Sale and obtained independent legal and tax advice in this regard.

 

D.     NO INVESTMENT INVITATION

7.      This Agreement shall not and cannot be considered as an invitation to enter into an investment. This Agreement does not constitute or relate in any way nor should it be considered or interpreted as an offering of securities in any jurisdiction.

8.      This Agreement does not include or contain any information or indication that might be considered or interpreted as a recommendation or that might be used to base any investment decision.

9.      This Agreement does not constitute an offer or an invitation to purchase shares, bonds, securities or rights belonging to the Company or any related or associated company (the "Company’s Group"). GNFTY Token will be used as a means of payment inside the GONFTY Platform ecosystem once the services will be accessible and is not intended to be used as an investment.

 

E.      NO SECURITY

10.   The sale of GNFTY Token is final: GNFTY Token is non-refundable.

11.   GNFTY Token is not convertible in shares or certificates of the Company or Company’s Group and do not grant any right to receive any such share or certificate.

12.   GNFTY Token does not confer any direct or indirect right to Company's or Company's Group capital or income and, in particular, do not grant any right to dividends or interests or to any other share or participation to the Company or Company's Group revenue or earnings.

13.   GNFTY Token is not proof of ownership of any assets belonging to the Company or to the Company's Group or of a right of control over the Company or the Company's Group and does not grant to the owner any right to assets of the Company or of the Company's Group.

14.    GNFTY Token is not shares or participation certificates and do not give any right to participate to, or vote in, the general meeting of the Company or the Company's Group or to influence in any way the respective corporate governance or the decisions of the corporate bodies of the Company or the Company's Group.

15.   Subject to Article J below, based on the above, at the date of GNFTY Token Private-Pre-Sale-Round, the Company considers that GNFTY Token does not have the legal qualification of a security.

16.   Pursuant to the Guidelines and current practice, GNFTY Token is a utility token which can be used only to access and use the GONFTY Platform and as mean of payment within the GONFTY Platform and is not intended to be used as an investment.

17.   The offering of GNFTY Token on a trading platform, if any, may be done to allow additional buyers to use and/or to access to the GONFTY Platform and not for speculative purposes and does not change the legal qualification of the token as a utility token.

 

F.      CHANGES IN THE LEGAL ENVIRONMENT

18.   By purchasing GNFTY Token, the Buyer acknowledges and accepts that the Private-Pre-Sale-Round and the purchase of GNFTY Token is taking place within a legal environment that is still under development. Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world.

19.   The Buyer understands and accepts that regulatory measures, investigations or actions may impact the Company's business and even limit or prevent it from performing or developing its operations.

20.   By purchasing GNFTY Token the Buyer confirms to be aware that the Company's business model may change because of new legal, regulatory and compliance requirements from any applicable laws in any jurisdictions, even with retroactive effect. The Buyer acquiring GNFTY Token therefore acknowledges and accepts that neither the Company nor any company of the Company’s Group shall be held liable for any direct or indirect loss or damage caused by such changes.

 

G.     NO OFFER – NO INVESTMENT ADVICE – NO REPRESENTATIONS AND WARRANTIES

21.   This Agreement shall not be construed as an offer, personal recommendation or solicitation to conclude a transaction and should not be treated as giving investment advice.

22.   The Company is not to be considered as an advisor in any legal, tax or financial matters. Any information in this Agreement and/or in the White Paper is given for general information purpose only and the Company does not provide any representation and/or warranty as to the accuracy and completeness of the information included in this Agreement and/or in the White Paper.

23.   Given the lack of qualification of the crypto-token in most countries, the Buyer confirms having carried out a legal and tax analysis concerning the purchase and ownership of GNFTY Token according to his nationality and place of residence.

 

H.     IMPORTANT DISCLAIMER

24.   By participating in GNFTY Token Private-Pre-Sale-Round and/or by receiving GNFTY Token in these sales, no form of partnership, joint venture or any similar relationship between Buyer and the Company and/or other individuals or entities involved with the deployment of the GONFTY Platform is established/ or created.

25.   The Buyer understands and accepts that for the purpose of the development and execution of the business of the Company, the Company receives the full consideration raised in the GNFTY Token Private-Pre-Sale-Round and the IDO/IEO (the "IDO/IEO Proceeds"). The IDO/IEO Proceeds may be used to cover expenses, charges and other costs that may arise by the Company and/or its subcontractors as part of the development and execution of the GONFTY Platform and GNFTY Token Private-Pre-Sale as well as the IDO/IEO as such. It remains at the Company's sole discretion to decide how to allocate the funds.

26.   The Company will do its utmost to launch the IDO/IEO and its operations and develop the GONFTY Platform and/or provide the services described in this Agreement and/or in the White Paper. By purchasing GNFTY Token the Buyer confirms to be aware that the Company does not provide any guarantee whatsoever about the actual launching of the IDO/IEO, the actual performance of the operations, the development of the GONFTY Platform and/or the provisions of Company’s services on the GONFTY Platform after the IDO/IEO and/or at any time when GNFTY Token will be available pursuant to the lock-up periods and vesting schedules outlined in the White Paper.

27.   GNFTY Token will be issued by a technical process that uses Ethereum Blockchain technology. These are protocols over which the Company has no rights or liability in terms of its development and operation. GNFTY Token distribution mechanism will be controlled by a Smart Contract; this involves a computer program that can be executed on the Ethereum network or on another blockchain network that is compatible with the Smart Contract programming language. By purchasing GNFTY Token, the Buyer acknowledges and accepts therefore that the Company (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use GNFTY Token, the GONFTY Platform and/or the services available on GONFTY Platform, excepted in case of intentional misconduct or gross negligence.

28.   GNFTY Token is based on the Ethereum ERC-20 Protocol. Any malfunction, unplanned function or unexpected operation of the Ethereum ERC-20 Protocol may cause GNFTY Token to malfunction or operate in a way that is not expected. Moreover, the native Ethereum account unit may itself lose value in a similar way to tokens, and in other ways. The Company assumes no liability or responsibility in this respect except in case of intentional misconduct or gross negligence directly attributable to the Company.

29.   The Company assumes no liability or responsibility whatsoever for any loss of GNFTY Token or situations making it impossible to access GNFTY Token, which may result from any actions or omissions of the Buyer, as well as in case of hacker attacks.

 

I.       BUYER REPRESENTATION AND WARRANTIES

30.   By participating in GNFTY Token Private-Pre-Sale-Round and by purchasing GNFTY Token, the Buyer confirms that s/he:

                           i.          has read and understood this Agreement and the White Paper and accepts to be legally bound by their terms;

                          ii.          has sufficient knowledge about the nature of the cryptographic tokens and has significant experience with, and functional understanding of, the usage and intricacies of dealing with cryptographic tokens, cryptocurrencies and blockchain-based systems and services;

                         iii.          is familiar with all related regulations, in particular (but not limited to) in the specific jurisdiction in which the Buyer is based, and has received competent advice that purchasing cryptographic tokens is not prohibited, restricted or subject to additional conditions of any kind,

                         iv.          is entitled to purchase GNFTY Token in the GNFTY Token Private-Pre-Sale-Round without requiring any local authorization and is in compliance with the local, state, and national laws and regulations when purchasing;

                          v.          is authorized and has full power to purchase GNFTY Token;

                         vi.          is acting in his/her own name, is and will be the legal and beneficial owner of Purchase Price and of GNFTY Token and confirms that all payments by Buyer under this Agreement will be made directly by the Buyer from their bank account and/or digital wallet;

                       vii.          has not acquired the Purchase Price from any activity that contravenes the laws and regulations of any jurisdiction, including anti-money laundering laws and regulations;

                      viii.          is and will not be at the time of the IDO/IEO an Afghanistan, Angola, Aruba, Bangladesh, Belarus, Benin, Bhutan, Bolivia, Bosnia, Botswana, Brunei Darussalam, Burkina Faso, Burundi, Cambodia, Cameroon, Cape Verde, Central Africa republic, Chad, China, Comoros, Congo, Congo Democratic republic, Cote d’Ivoire, Cuba, Djibouti, Dominica, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guatemala, Guinea, Guinea Bissau, Guyana, Haiti, Honduras, Iran, Iraq, Jordan, Kenya, Kyrgyz Republic, Laos, People’s Republic Lesotho, Lebanon, Liberia, Libya, Madagascar, Malawi, Maldives, Mali, Mauritania, Micronesia, Moldova, Mongolia, Montenegro, Mozambique, Myanmar, Nauru, Nepal, New Caledonia, Nicaragua, Niger, Nigeria, Niue, North Korea, Oman, Pakistan, Palestinian Areas, Papua New Guinea Reunion, Rwanda, Samoa, Sao Tome and Principe, Senegal, Serbia, Sierra Leone, Somalia, South Georgia, South Sudan, Sri Lanka, Sudan, Suriname, Swaziland, Syria, Tajikistan, Tanzania, Timor, Togo, Tonga, Trinidad and Tobago, Tunisia, Turkmenistan, Ukraine, Uganda, USA, Uzbekistan, Venezuela, Western Sahara, Yemen, Zambia, Zimbabwe citizen, resident or entity (i.e. a "Excluded Country Person") nor is the Buyer purchasing GNFTY Token on behalf of an Excluded Country Person;

                         ix.          acknowledges and accepts that GNFTY Token may not be resold until the IDO/IEO;

                          x.          acknowledges and accepts that GNFTY Token may not be resold to Excluded Country Persons;

                         xi.          will not use GNFTY Token Private-Sale for any illegal activity, including, but not limited to, for money laundering and/or financing of terrorism;

                       xii.          is acquiring GNFTY Token exclusively in order to be able use the GONFTY Platform and/or the services available on the GONFTY Platform;

                      xiii.          acknowledges and accepts that the value of GNFTY Token (if any) over time may experience extreme volatility or depreciate in full; and

                      xiv.          is not purchasing GNFTY Token for the purpose of speculative investment or usage.

 

J.       INTELLECTUAL PROPERTY RIGHTS

31.   To the extent that copyright trademark or any other intellectual property rights, such as software, know-how, analysis or programs, existing and future copyrights and other intellectual and industrial rights (hereinafter "IP Rights"), exist in GNFTY Token, in the GONFTY Platform and/or in the services available on the GONFTY Platform, they belong solely to the Company and/or its affiliated companies and that the Buyer as buyer and Buyer of GNFTY Token and as Buyer of the GONFTY Platform and/or in the services available on the GONFTY Platform does not and will not have any related rights in such IP Rights.

 

K.     MISCELLANEOUS

32.   Completeness of the Agreement

This Agreement, together with the Enclosures and Recitals, constitutes the entire agreement between the Parties and supersedes and replaces any prior written or oral agreements, understandings, negotiations and dealings.

33.   Severability

If any of the provisions of this Agreement is deemed to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.

34.   Amendments or Modifications

This Agreement shall not be modified or amended except by agreement in writing signed by the Parties.

35.   No Assignment

The Buyer shall not assign this Agreement without the prior written consent of the Company. Any assignment or transfer in violation of this Section will be void. The Company may assign the Agreement to an affiliate or a foundation, in which case this Agreement and the rights and obligations of the Parties hereunder will be binding upon and inure to the benefit of the Company’s respective successors, assigns, heirs, executors, administrators and legal representatives.

 

L.      APPLICABLE LAW AND JURISDICTION

36.   This Agreement shall be governed by and construed in accordance with English law without regard to the conflicts of law rules and without regard to the rules of the Vienna Convention on the International Sale of Goods dated 11 April 1980.

 

37.   Any dispute, controversy or claim arising out of or in connection with this Agreement, shall be finally settled in accordance with English law in England. The seat of the arbitration shall be in London. The language of the arbitration shall be English.