I wish to contribute more than 15 ETH.
By clicking "Submit" you represent and warrant you are not a citizen, resident of (including for tax purposes or otherwise), habitant or legal entity incorporated in or under the control of another legal entity or associated in any way with any jurisdiction where applicable laws prohibit or restrict distribution or dissemination of our materials, acquiring Dress tokens or accessing our Website and Platform, including but not limited to the United States of America and any of its lands, People’s Republic of China, New Zealand, Canada, Cayman Islands and South Korea nor are you acting on behalf of such a Person.
Single Market Ltd.
(hereinafter »Single Market« or »The Company«)
GENERAL TERMS AND CONDITIONS
For user acquiring DRESS Tokens
READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. BY UTILIZING THE WEBSITE LOCATED AT https://projectdresscode.io (“Website”) AND PRODUCTS OFFERED THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE NOR ITS PRODUCTS. IN THESE TERMS, “YOU” REFERS TO BOTH THE INDIVIDUAL OR ENTITY ACQUIRING THE DRESS TOKENS DIRECTLY, AS WELL AS INDIVIDUAL SIGNING ON BEHALF OF ANY SUCH ENTITY.
SINGLE MARKET RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. SUCH CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING. YOU ACKNOWLEDGE THAT BY ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO THESE TERMS, YOU ARE AGREEING TO THE MODIFIED TERMS. IN PARTICULAR, SINGLE MARKET IS LIKELY TO CHANGE THESE TERMS AFTER THE DEVELOPMENT OF THE PRODUCTS (PLATFORM) AND THEIR PUBLIC RELEASE. THESE TERMS ARE MOSTLY FOCUSED ON THE DISTRIBUTION OF DRESS TOKENS.
THIS DOCUMENT OR ANY OTHER DOCUMENT, PRODUCED AND SIGNED BY SINGLE MARKET LTD. DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SHARES OR SECURITIES IN SINGLE MARKET OR THE WEBSITE OR THE PRODUCTS OFFERED THEREBY. NONE OF THE INFORMATION OR ANALYSES PRESENTED ARE INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE INTENDED, AND SINGLE MARKET SERVICES AND THE WEBSITE ARE NOT, DO NOT OFFER AND SHALL NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL PRODUCTS, BUT AS SOFTWARE. ACCORDINGLY, THIS DOCUMENT DOES NOT CONSTITUTE INVESTMENT ADVICE OR COUNSEL OR SOLICITATION FOR INVESTMENT IN ANY SECURITY AND SHALL NOT BE CONSTRUED IN THAT WAY. THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR ANY INVITATION TO OFFER TO BUY OR SUBSCRIBE FOR, ANY SECURITIES.
ACQUISITION OF CRYPTOGRAPHIC TOKENS FROM SINGLE MARKET LTD. DOES NOT PRESENT AN EXCHANGE OF CRYPTOCURRENCIES FOR ANY FORM OF ORDINARY SHARES IN SINGLE MARKET OR THE WEBSITE, AND HOLDER OF ANY CRYPTOGRAPHIC TOKENS, ISSUED BY SINGLE MARKET IS NOT ENTITLED TO ANY GUARANTEED FORM OF DIVIDEND OR OTHER REVENUE RIGHT. HOLDERS OF SINGLE MARKET CRYPTOGRAPHIC TOKENS ARE ONLY ENTITLED TO THE USE OF THE PLATFORM AND SOFTWARE AND CERTAIN OTHER RIGHTS WITHIN THE PLATFORM IN ACCORDANCE WITH THE TERMS SET OUT HEREIN.
SINGLE MARTKET LTD. CRYPTOGRAPHIC TOKENS ARE AVAILABLE TO USERS IN EXCHANGE FOR CERTAIN OTHER CRYPTOGRAPHIC TOKENS AND SINGLE MARKET DOES IN NO WAY PROVIDE EXCHANGE OF SINGLE MARKET CRYPTOGRAPHIC TOKENS FOR FIAT CURRENCY. SINGLE MARKET ALSO DOES NOT PROVIDE CUSTODIAL OR WALLET SERVICES FOR THE TOKENS.
ANY PERSON OR ENTITY, INCLUDING ANYONE ACTING ON ITS BEHALF, BEING BASED, BEING A CITIZEN OR RESIDENT, DOMICILED, LOCATED OR INCORPORATED WHERE APPLICABLE LAWS PROHIBIT OR RESTRICT DISTRIBUTION OR DISSEMINATION OF SINGLE MARKET MATERIALS, ACQUIRING DRESS TOKENS OR ACCESSING OUR WEBSITE AND PLATFORM INCLUDING BUT NOT LIMITED TO THE UNITED STATES OF AMERICA AND ANY OF ITS LANDS, THE CAYMAN ISLANDS, NEW ZEALAND, CANADA, PEOPLE’S REPUBLIC OF CHINA AND SOUTH KOREA SHALL NOT USE THE WEBSITE OR DRESS TOKENS AND SHALL LEAVE THIS WEBSITE IMMEDIATELY, OTHERWISE THIS PERSON ASSUMES ALL THE RESPONSIBILITY ARISING FROM THE CONTINUED USE OF THIS WEBSITE AND / OR DRESS TOKENS.
SINGLE MARKET LTD. EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS DOCUMENT, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM, (IV) USAGE OR ACQUISITION OF PRODUCTS, AVAILABLE THROUGH THE WEBSITE.
1.1 The following terms shall have for the purposes of these General terms and conditions the following meanings.
“Digital Asset” are tokens, available in particular public blockchain network, in this case Ether.
“ETH” or “Ether” shall mean value token of the Ethereum blockchain called “ether”.
“Ethereum” shall mean an open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality.
“European Economic Area” or “EEA” shall mean all EU countries and in addition Iceland, Liechtenstein and Norway.
“Hard Cap” has the meaning, set out in paragraph general
“Soft Cap” has the meaning, set out in paragraph 4.7
“IPR” has the meaning, set out in paragraph 14.1.
“Dresscode Platform” shall have the meaning, set out in paragraph 2.1.
“Project” means the features described in section 2.
“Restricted Areas” shall have the meaning, set out in paragraph 6.1.
“Terms” means these General Terms and Conditions.
“Third-party Wallet” is a solution, enabling users to store their Digital Assets and DRESSs.
“VAT” means value added tax of relevant jurisdiction, if applicable.
“Website” shall mean https://projectdresscode.io
“AML” means anti-money laundering and refers to a set of rules, prescribed by law or self-defined by Single Market, regarding reducing the risks if money laundering.
“KYC” means “know your customer”, and it represents a process of identification and verification of the identification data of particular user.
2. The project
2.1 We are developing a decentralized sharing economy protocol for movable goods that provides services, software solution and Dresscode token solution to its users (“Dresscode Platform”). Dresscode Platform also includes any other services Single Market may provide in the future and which may be at a later stage available to its users.
2.2 For a more detailed description of the Dresscode Platform, please refer to:
The DRESSCODE whitepaper (available at https://projectdresscode.io/app/uploads/2018/05/projectdresscode_WhitePaper.pdf) (“Whitepaper”) (Both together hereinafter referred to as: “Project Documentation”)
2.3 An integral element of the Dresscode Platform shall be the DRESS Token and its purpose is:
distribution of DRESS tokens in accordance with the terms set out herein will enable Single Martket Ltd. to secure sufficient resources for the continued development and deployment of the Platform,
DRESS tokens (code: DRESS) are fully ERC-20 compliant tokens based on the Ethereum blockchain which will be generated and distributed by the Single Market. DRESS tokens are utility tokens that you can use in relation to the DressCode Platform only. They are not cryptocurrencies and may not be used as such in any way. They are also not, and will not be used in any way as, equity, assets, bonds, securities, derivatives or any other financial instruments.
Functionality of DRESS tokens is further described in Appendix 1
If you decide to purchase DRESS tokens, please note that your purchase does not involve the exchange of cryptocurrencies for any form of securities, investment units and/or form of ordinary or other shares in Single Market or any other company. Furthermore, you as an DRESS token holder do not receive any form of dividend or other revenue right that is guaranteed or participate in profit sharing scheme nor receive any right of ownership in Single Market or any right to participate in the management of Single Market. It is for these reasons that we believe that DRESS tokens are not securities and may be purchased by anyone. If you determine that DRESS tokens may constitute securities subject to regulation in any country, we strongly advise you from acquiring them and suggest you immediately notify us of the possible risks.
2.4 Single Market is entitled to charge fees for using the Platform and decisions on the fees are in Single Market discretion.
2.5 Single Market undertakes that the Fee Schedule together with the functionalities of the utility tokens and other means of payment shall be published on the Website at any given time and users by accepting these Terms agree that the fees published in the Website, are the valid and binding ones and that change of the fees does not also mean change of these Terms.
2.6 The Platform is developed and runs on the public Ethereum network and other underlying technologies.
2.7 The Project does not encompass and Single Market is not provider of:
exchange services between virtual currencies and fiat currencies,
wallet or custodial services of credentials necessary to access virtual currencies,
any investment security or product whatsoever.
2.8 Contrubitors understand and accept that the Project is currently in alpha development phase and that still requires substantial development works. Due to unforeseeable material conceptual, technical and commercial changes before the final release, or any time after the release of the Platform, user understands and accepts that an upgrade of Platform and/or DRESS tokens may be required and that, if User decides not to participate in such upgrade, he may no longer use his DRESS token and that non-upgraded DRESS tokens may lose their functionality in full.
2.9 Choice of users able to access the Platform, and / or conditions for users to access the Platform, is subject to requirements and conditions set out by Single Market in its sole discretion.
3. dress token structure and pertaining holders’ rights
3.1 DRESS token will be an ERC-20 standard Ethereum token.
3.2 DRESS token smart contract address will be published in due time prior to the distribution.
3.3 DRESS token carries no rights, express or implied, other than those set out herein, if Single Market successfully completes and deploys the Project. In particular, DRESS token holders shall not have any influence in the development or governance of Single Market, and DRESS tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to Single Market. Users understand that by acquiring DRESS tokens they have no shareholding rights, monetary claims, interest or any other right in Single Market and its governance.
3.4 A legally binding agreement between you and the Company is concluded by your payment of DRESS tokens executed by transferring the appropriate amount of Ether to the Single Market Ethereum wallet provided to you by the Single Market during the Token Sale (“DRESS Wallet”). By transferring the appropriate amount of ETH to the Wallet, you expressly agree to these Terms of Sale, all of the terms and conditions set forth in parts of these Terms of Sale which are directly written into lines of code and are self-executed by the Ethereum network (“Smart Contract”) and terms incorporated herein by reference
3.5 Any potential future use of DRESS tokens in connection with the provision or receipt of services on the Dresscode Platform will be subject to and governed by such other applicable terms, conditions and policies relating to the use of the Dresscode Platform (“Platform Terms”), except if otherwise provided herein. Such Platform Terms will be made available to Dresscode Platform users, if and when the Dressckde Platform is successfully developed and deployed
3.6 DRESS tokens are designed to be exchangeable on cryptographic token exchanges. Single Market gives no warranties that DRESS tokens will be exchangeable on bigger exchanges but undertakes on best effort bases to do everything that is reasonable possible and within the powers of Single Market to enable exchange of DRESS tokens on two exchanges.
4. dress token distribution, creation and allocation
4.1 All DRESS tokens sold in the Token Sale will be created and distributed according to the rules of the DRESS Token Sale defined in the Appendix 2, unless otherwise specified in these Terms of Sale. By participating in the Token Sale and purchasing DRESS tokens, you acknowledge that you have read, understand, and have no objection to the Appendix 2
4.2 The Company intends to generate a total of 300,000,000 DRESS tokens and intents to sale 180,000,000 DRESS tokens to contributors (“Token Sale”). The Token Sale consists of Pre-Sale Stage and Crowdsale Stage as defined in this Section.
4.2 The Company intends to sell a target sum of 103,500,000 DRESS tokens in the pre-sale stage (“Pre-Sale Stage”). The Pre-Sale Stage consists of Private Pre-Sale Stage and Public Pre-Sale Stage (as defined in 4.3 and 4.4).
4.3 The phase intended for private contributors and early supporters that already stated their intent to support the Company and made commitments will be available only to such private contributors and early supporters (“Private Pre-Sale Stage”).
4.4 The phase intended for a general public of early supporters (“Public Pre-Sale Stage”) will commence in Fall 2018 and end on the earlier of: i) the date on which the total amount of targeted DRESS tokens in the Pre-Sale Stage is sold; or ii) such other date as we in our sole and absolute discretion may set.
4.5 The Company intends to sell a target sum of 76,500,000 DRESS tokens + unsold DRESS tokens from previous phase in the public crowdsale stage (“Crowdsale Stage”).
4.6 The Crowdsale Stage will commence in Fall 2018 and end on the earlier of: i) the date on which the total amount of proceeds received from the sale of all targeted DRESS tokens in the Pre-Sale Stage and Crowdsale Stage has reached or exceeded the hard cap (“hard cap”) set at 15,150,000 (fifteen million ) US Dollars; or ii) such other date as we in our sole and absolute discretion may set.
4.7 Token Sale is further described in Appendix 2.
a) Pre-sale stage
The Company will sell 103,500,000 tokens in the Pre-Sale Stage only to the Contributors whose KYC Application was approved by us in the KYC Procedure prior to or during the Pre-Sale Stage (“Pre-Sale Participants”).
In the welcoming email, after successfully completed the KYC Procedure, you will be provided with Ethereum wallet address of the Company which will be individualised for you and usable only for the Pre-Sale Stage. This email will include your Security Token. No third-party provider has been allowed, authorized or endorsed by the Company for the distribution of DRESS tokens.
You agree not to share your individualised Ethereum wallet address of the Company provided in the welcoming email with any other person for the purpose of facilitating their unauthorized access to the Pre-Sale Stage and Crowdsale Stage. If you do share your individualised Ethereum wallet address of the Company with anyone we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Pre-Sale Stage and Crowdsale Stage through the use of your individualised Ethereum wallet address of the Company. We reserve the right to suspend or block your access to the Pre-Sale upon suspicion of any unauthorized access or use, or any attempt thereof, by anyone using your individualised Ethereum wallet address of the Company. You may lose all your ETH if made from the suspended or blocked ERC-20 compliant wallet address or using suspended or blocked individualised Ethereum wallet address of the Company.
The price and the bonus of the Pre-Sale Stage are defined in Appendix 2.
In the Pre-Sale, Contributors can contribute the minimum amount of 5 ETH.
You must transfer the purchase price for the DRESS tokens in ETH by sending the appropriate amount of ETH to the individualised Ethereum wallet address of the Company provided to you in the welcoming email. You will be entitled to the amount of DRESS tokens which equals to the amount of ETH you paid to the Company multiplied by the applicable exchange rate and divided by the USD price per one (1) DRESS token (as defined in Appendix 2). In addition to this amount you will be entitled to an additional bonus (as defined in Appendix 2).
You can only pay the purchase price in ETH during the Pre-Sale Stage, i.e. no earlier than at 12:00 PM CET, 22 June 2018. If you transfer the purchase price in ETH before stated time, your transaction will bounce.
The DRESS tokens distributed during the Pre-Sale Stage will not exceed 57,5% of all the available DRESS tokens assigned for contributors, including DRESS tokens which will be distributed as bonuses.
The Company will sell DRESS tokens in the Crowdsale Stage only to the Contributors who’s KYC Application was approved by us in the KYC Procedure prior to or during the Crowdsale Stage (“Crowdsale Participants”). All Pre-Sale Participants can also participate in Crowdsale Stage pursuant to terms herein.
After successfully completed the KYC Procedure, you will be provided with Ethereum wallet address of the Company which will be public and NOT be individualised for you at the start of Crowdsale Stage. The email with the Ethereum wallet address of the Company will include your Security Token. No third-party provider has been allowed, authorized or endorsed by the Company for the distribution of DRESS tokens.
The price and the bonus of the Crowdsale Stage are defined in Appendix 2.
In the Crowdsale, there is no minimum amountContributors can contribute.
You must transfer the purchase price for the DRESS tokens in ETH by sending the appropriate amount of ETH to the Ethereum wallet address of the Company provided to you by the Company. You will be entitled to the amount of DRESS tokens which equals to the amount of ETH you paid to the Company multiplied by the applicable exchange rate and divided by the USD price per one (1) DRESS token (as defined in Appendix 2). In addition to this amount you will be entitled to an additional bonus (as defined in Appendix 2).
You can only pay the purchase price in ETH during the Crowdsale Stage, i.e. no earlier than in Fall 2018. If you transfer the purchase price in ETH before stated time, your transaction will bounce and all sent funds may be lost in the process.
You are not allowed to send ETH from the address of any currency exchange (i.e., Poloniex, Coinbase, Bitfinex, Bitstamp, KuCoin, LiveCoin, Bitins, Bittrex, etc.) or to set your DRESS receiving address of any currency exchange. You may lose your payments made from these addresses. We reserve the right to prescribe additional guidance regarding specific wallet requirements.
You can only transfer the purchase price in ETH and no other cryptocurrency or fiat currency.
Your purchase is not guaranteed until we receive the amount of the ETH you sent to the individualised Ethereum wallet address of the Company. If we have not received your payment of the ETH within the Token Sale, we reserve the right to void your purchase request and refuse to accept your payment. For the avoidance of doubt, your payment of the ETH will be deemed to be paid once we have received three (3) network confirmations of the transaction. We reserve the right, in our sole discretion, to modify any of the timelines and procedures described herein to account for network congestion or other technical challenges.
After we receive your payment we will check your Personal Information and accept or deny your request and amount of your ETH. The Company has absolute discretion and may reject you and any amount of ETH you paid for any reason or no reason at all.
The Company anticipates that DRESS tokens, based on the funds raised during the Token Sale, will be generated, distributed and delivered in a time period of seven (7) days after the end of the Crowdsale Stage. The Company reserves the right to extend the DRESS token delivery date for up to two (2) additional weeks if necessary to address any unanticipated technical difficulties and issues or security issues. For the avoidance of doubt, any extension of the DRESS token delivery will not affect the obligation of the Company and you to make and take delivery, respectively, of DRESS tokens purchased. Although the Company does not anticipate any technical difficulties and issues or security issues arising from the Token Sale, these two (2) additional weeks’ timeframe is intended as a precautionary buffer period for Company to resolve any such technical difficulties and issues or security issues.
If the funds raised during the Token Sale all together do not reach the minimum target of 1,500,000 (one million, five hundred thousand) USD (“Soft Cap”) by the termination of the Token Sale, the Smart Contract System will not deliver DRESS tokens to the contributors in the Pre-Sale Stage and Crowdsale Stage and will instead return the received payments from Contributors to the addresses provided in the KYC Procedure. In that circumstance, the Company will not have any further obligations to contributors, under these Terms of Sale or any other agreement, after Contributor’s payment is returned to the Contributor’s addresses provided in the KYC Procedure.
At any time during the Token Sale and at its sole discretion, Company may by notice on the Website, temporarily or permanently suspend the Token Sale for technical or security reasons and such suspension will take effect from the moment of publication of such notice until the same is updated or removed from the Website (“Suspension period”). You agree not to send any contributions in any ETH during such a suspension period and accept the risk that any contribution sent during such a suspension period may be lost in its entirety. Company is not responsible or liable for returning or refunding any losses incurred by you due to sending a contribution during a suspension period.
If the Company will at its sole discretion or as fulfilment of its obligations according to these Terms of Sale return your contribution back to you for any reason, you will be obliged to pay and/or bear any transaction fees and other costs related to such return or transaction.
5.1 You understand that Digital Assets, DRESS tokens, blockchain technology, Ethereum, Ether and other associated and related technologies are new and untested and outside of Single Market’s exclusive control and adverse changes in market forces or the technology, broadly construed, may prevent or compromise Single Market’s performance under this agreement. In addition to the above, you also acknowledge that you have been warned of the following risks, associated with the Website, the Digital Assets, the DRESS tokens, the Platform and other relevant technologies mentioned herein.
5.2 You acknowledge and agree that there are significant financial, regulatory, reputational and other risks, including but not limited to those set out in Appendix 3 to these Terms of Sale associated with purchasing, holding, owning, and using DRESS tokens and participating in the Token Sale.
BY TRANSFERING ETH TO THE COMPANY AND ACCEPTING THESE TERMS OF SALE YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET OUT IN APPENDIX 4 TO THESE TERMS OF SALE.
Legal risks regarding securities regulations
Legal risks regarding securities regulations are furtherly described in Appendix 4.
5.3 The DRESS tokens and the Platform are provided “as is” and “with all faults”. We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the DRESS tokens, including any warranty that the DRESS tokens will be uninterrupted, error free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
6.1 The DRESS tokens are not being offered or distributed to, as well as cannot be resold or otherwise alienated by their holders to, citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in the country or territory of jurisdictions that include but are not limited to the United States of America, The People’s Republic of China (except Hong Kong, Macau and Taiwan), South Korea, Canada, Iran, Cuba, North Korea, Syria and the Crimea Region (and/or any other country or territory that is subject to country-wide or territory-wide sanctions) and/or a legal entity based, domiciled, under the control of, located, incorporated or in any other way considered to be an entity domiciled in aforementioned countries or territories (“Restricted Use Areas”).
WE EXPLICITLY PROHIBIT PERSONS OR ENTITIES IN RESTRICTED AREAS TO PURCHASE DRESS TOKENS AND WE WILL NOT BE HELD LIABLE FOR ANY LEGAL OR MONETARY CONSEQUENCE ARISING OF SUCH PURCHASE. PLEASE NOTE THAT RESTRICTED AREAS MAY CHANGE BEFORE / DURING / UNTIL THE END OF THE CROWDSALE STAGE. IF RESTRICTED AREAS WILL CHANGE UNTIL THE END OF THE CROWDSALE STAGE, WE RESERVE THE RIGHT TO RETURN TO YOU ALL ETH SENT TO US AND WE WILL NOT SEND YOU DRESS TOKENS.
6.2 If such restricted person purchases the DRESS tokens, such restricted person has done so on an unlawful, unauthorized and fraudulent basis and in this regard, will bear negative consequences. Aforesaid persons that participate in the DRESS token purchase by providing false information about their citizenship, residency place and nationality will breach these Terms of Sale and would entitle Single Market to request such persons to compensate any damages and/or losses suffered due to this violation
6.3 Single Market reserves its right to decide in its own discretion to adopt reasonable organisational and technical measures to assure that the Website and DRESS tokens are not available to persons from paragraph 6.1. Due to the DRESS tokens being offered on the Internet (meaning both the world-wide web and the Ethereum blockchain) Single Market and users understand that there is a possibility that there might be a certain “flow back” of DRESS tokens to natural and legal persons with their habitual residence or seat of incorporation located in the Restricted Areas. Single Market consequently explicitly prohibits persons from paragraph 6.1 from using the DRESS tokens. Single Market shall not be held liable for any legal or monetary consequence arising of such use. Such persons using DRESS tokens despite the prohibition shall on first request indemnify and hold harmless Single Market from any legal or monetary consequence arising of their breach of the terms as described in this paragraph 6.3. Any person, matching the criteria from paragraph 6.1, shall immediately stop using DRESS tokens and leave the Website.
6.4 In order to be eligible to participate in DRESS token sale, you must:
Be at least 18 years old you are duly authorized by such legal entity to act on its behalf,
Have full power and authority to enter into this agreement;
NOT be located in, under the control of, habitant, national or resident of Restricted Use Areas,
comply with these Terms of Sale and terms incorporated herein by reference;
complete the KYC procedure, as described in more details in Section 7;
have an ERC20-compatible Ethereum wallet which is NOT a cryptocurrency exchange wallet; and
receive a confirmation email from us, including a security token, stating that, based on our review of your KYC procedure, you have been approved to purchase DRESS tokens in the Token Sale.
6.5 Your further representations and warranties are described in Appendix 3.
7. KYC PROCEDURE
7.1 In order to be eligible to participate in the Token Sale and purchase the DRESS tokens, you will have to undergo our Know Your Client procedure (“KYC Procedure”). KYC Procedure is a customer identification process to ensure that each Contributor is appropriately verified. It is not only our legitimate interest to assess and monitor risks, to prevent doing business with a money launderer, terrorist and/or other criminal, even more importantly, KYC Procedure is a fundamental practice to protect a project and its supporters from fraud and losses due to illegal funds and transactions as well as an industry standard that has been established. You acknowledge and agree that to counteract money laundering and to enforce our internal security policy, we will use internal controls and programs for such control to be maintained. We will collect and store information about the Contributors and their transactions. We will strive to perform KYC Procedure within seven (7) working days of your submission, whereas sometimes the process may last longer.
7.2 On a link provided to you, you will be prompted to complete the KYC Procedure application (“KYC Application”) and provide us with your personal information listed in the next paragraph (“Personal Information”).
7.3 In the KYC Application, you will be required to provide us with the following information: Your name, address of the permanent residence, address of the temporary residence, date of birth, place of birth, citizenship, personal document issued by a governmental authority (“ID”) number, type of ID, date of issue of the ID, expiration date of the ID, e-mail address, telephone number, your ERC- 20 compliant wallet address from which you will send ETH to DRESS Wallet and your ERC-20 compliant wallet address to which you will want to receive DRESS tokens. You might need to be physically present and identify yourself to us by using your ID. You will also be required to upload a copy of your ID, utility bill and a photograph of yourself holding your ID and a note with an inscription “For DRESS”, current date and your signature.
7.4 If you will purchase DRESS tokens as a legal entity you will be required to provide us with the following information: Legal entity’s name, registered office, business address, registration number, name of the representative, country of registration, tax ID number, e-mail address, excerpt from the business register which is not more than three months old. The legal entity’s representative might need to be physically present and identify himself to us and he needs to provide us his Personal Information and other information listed above.
7.5 After you submit your KYC Application, you will be provided with your personalised security token (“Security Token”). You must keep your Security Token Safe as all email correspondence in regard to DRESS token transactions will include your Security Token. If you receive an email in regard to the DRESS token transactions and does not contain your Security Token, you should immediately delete such email and inform us instantly.
7.6 Once you will provide to us all the above Personal Information and / or information about the legal entity and other required information we will process your KYC Application. If your KYC Application is flagged through our internal controls during the KYC Procedure, we may require additional identification information. Identification of bank accounts may also be required. We can request from you any additional identifying information and support documents at any time at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering and financing of terrorism. You consent that you will disclose such information and documents to us in order to comply with applicable laws, regulations, rules, standards or agreements. You acknowledge that we may refuse to distribute DRESS tokens to you until such requested information is provided. You accept and agree that in cases where we have valid reasons to believe that your purchase of DRESS tokens might be used for money laundering, financing of terrorism or for any other illegal activity, or that you have concealed or reported false identification information and other details, we can reject your KYC Application at our sole discretion and refuse to distribute DRESS tokens to you.
7.7 You acknowledge and agree that we may also reject your KYC Application if you are a citizen of, natural and legal person, having your habitual residence, location or your seat of incorporation in the country or territory of jurisdictions that include but are not limited to Afghanistan, Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Guyana, Iran, Iraq, Lao PDR, Syria, Sri Lanka, Trinidad and Tobago, Tunisia, Uganda, Vanuatu, Yemen, other countries available at: http://www.uppd.gov.si/si/javne_objave/seznam_drzav_50_clen_zppdft_1/ or have been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, FATF, UK Treasury and US Office of Foreign Assets Control (OFAC).
7.8 We may, from time to time, implement policies restricting verification process by nationality, country of residence, or any other factor. This may affect your right to purchase DRESS tokens. In highly unlikely cases, where you would be initially approved in the KYC Procedure and we would later on realize that you are from Restricted Areas (newly added or existing), we will return ETH paid by you to your address and we will not transfer DRESS tokens to you. You expressly agree and acknowledge that this might occur and you hereby indemnify us against any losses associated with such event and your inability to purchase DRESS tokens.
7.9 You confirm by using our KYC Procedure and providing your Personal Information to the Company, that all information provided within the KYC Procedure is true and accurate and that you do not act on behalf of any third party.
8. Financial regulation and cooperation with legal authorities and authorized financial institutions and regulators
The DRESS tokens and the Platform are unregulated. Single market is closely following changes to legislation in the most relevant jurisdictions in the world and undertakes to act accordingly, if regulatory changes impact operations of DRESS tokens and the Platform. Single Market is not a financial institution and is currently not under supervision of any financial supervisory authority. Single Market does not provide any licensed financial services, such as investment or brokerage services, capital raising, fund management or investment advice. This DRESS token distribution is not a public offering of equity or debt and consequently does not fall under the securities or any prospectus regulation.
This document or any other document produced and signed by Single Market, as well as the Website, and any of their content does not constitute an offer or solicitation to sell shares or securities.
None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and Single Market services and the Website are not, do not offer and shall not be construed as investment or financial products.
9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY INDEMNIFIED PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE DRESS TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY INDEMNIFIED PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE DRESS TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE DRESS TOKENS.
9.2 THE LIMITATIONS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY
9.3 Further, The Company or any of the Company Indemnified Parties will not be responsible for any compensation, reimbursement, or damages arising in connection with: (i) your inability to participate in the Token Sale, use the Dresscode Platform, including without limitation as a result of any termination or suspension of the Website or these Terms of Sale, power outages, maintenance, defects, system failures, mistakes, omissions, errors, defects, viruses, delays in operation or transmission or any failure of performance, (ii) the cost of procurement of substitute goods or services, (iii) any your investments, expenditures, or commitments in connection with these Terms of Sale or your participation in the Token Sale or use of the Services, (iv) your reliance on any information obtained from the Company, (v) Force Majeure Event, communications failure, theft or other interruptions or (vi) any unauthorized access, alteration, deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with Token Sale, Dresscode Platform, or Personal Information.
9.4 Token Sale and the information, products, and services included in or available through Website may include inaccuracies or typographical errors. Changes are periodically added to the information herein. The Company may make improvements or changes on the Website at any time. No information provided to you by the Company will be considered or construed as advice
9.5 You have no right to demand the return of any cryptographic tokens you exchanged with us for the purpose of acquiring DRESS tokens, including, without limitation, any demand for specific performance.
9.6 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, shareholders, token holders and representatives (collectively, the “Single Market Parties”) from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third-party claim concerning this Agreement or your use of the Website, the Platform and DRESS tokens contrary to these Terms. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
9.7 Single Market reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Single Market.
9.8 To the fullest extent permitted by applicable law, you release the Company and the other Single Market Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Parties or participants in the Token Sale and the acts or omissions of any third parties. You expressly waive any rights you may have under any relevant law or legal principle that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
9.9 To the fullest extent permitted by applicable law, you release Single Market and the other Single Market Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
9.10 The information, software, products, and services included in or available through the Website and the Platform may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Single Market and/or its suppliers may make improvements and/or changes to the Website and the Platform at any time. Single Market makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the to the Website, the Platform, DRESS tokens, information, software, products, services and related graphics contained on the Website for any purpose. To the maximum extent permitted by applicable law, the Website, the Platform and DRESS tokens, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. Single Market hereby disclaims all warranties and conditions with regard to the Website, the Platform, DRESS tokens, information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
9.11 Hackers or other malicious groups or organizations may attempt to interfere with the platform or the DRESS Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, smurfing and spoofing. Furthermore, because the platform is based on an open-source software, there is a risk that a third party or a member of the Single Market team may intentionally or unintentionally introduce weakness into the core infrastructure of the platform, which could negatively affect the platform and the DRESS Tokens.
9.12 You warrant to Single Market that you will not use the Website, the Platform or the DRESS tokens for any purpose that is unlawful or prohibited by these Terms. You may not use the Platform or DRESS tokens in any manner that could damage, disable, overburden, or impair the Platform, DRESS tokens or the Website.
9.13 Single Market also reserves the right to rectify any clerical error or omission in the contract documents binding it to the Users without entitling the User to any compensation.
9.14 Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 9 may not apply to you.
10.1 You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account with the Platform, (ii) private keys required to access any relevant Ethereum address, and (iii) your username, password and any other login or identifying credentials of the Platform.
10.2 In case you suspect a security breach in any of the abovementioned, you will inform us immediately, so we can take all required and possible measures to secure your account, the Website, the Platform, DRESS tokens and systems as whole.
10.3 In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials to the Platform, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.
10.4 The Company will not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of DRESS tokens nor will we be under any obligation to recover or return any DRESS tokens and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) DRESS tokens issued to you during the Token Sale.
Law Enforcement. We may report to law enforcement agencies any activities that we reasonably believe to be unlawful, or that we reasonably believe may aid a law enforcement investigation into unlawful activity. In addition, we reserve the right to release your information to law enforcement agencies if we determine, in our sole judgment, that either you have violated our policies, or the release of your information may protect the rights, property, or safety of Project dresscode or another person.
Legal Process. We may share your information with others as required by, or permitted by, law. This may include sharing your information with government entities, or third parties in response to subpoenas, court orders, other legal process, or as we believe is necessary to exercise our legal rights, to defend against legal claims that have been brought against us, or to defend against possible legal claims that we determine in our sole discretion might be brought against us.
Blogs and other Online Postings. We may decide to allow users to share comments, postings, testimonials, or other information. If you choose to submit such information to us, the information you submit may be available generally to the public. Information that you provide in these areas may be read, collected, and used by others who access them. Exclusive responsibility for credibility of personal data and contact information lies in you.
You may at any time revoke the authorization for the processing of personal data. You also confirm that you were aware of the fact that every individual has the right to consult, transcribe, copy, supplement, correct, block and delete personal data relating to him (in accordance with applicable law on the protection of personal data) - unless this right is limited by the applicable regulations. Dresscode in this case will do everything necessary for immediate fulfillment of these requirements.
If your name, e-mail or postal address, telephone number or other personal information changes, you may update, correct or omit the relevant information by contacting customer service at email@example.com
If you prefer not to receive newsletters or other marketing e-mails from us please let us know by clicking on the unsubscribe link within any newsletter or marketing e-mail you receive.
If you wish for your personal data to be completely removed from Dresscode systems, please send deletion request to the email address firstname.lastname@example.org
Please be sure to include in any e-mail your full name, e-mail address, and any message. Please note that such requests may take up to ten (10) days to become effective.
11.2 You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any law, regulation or policy. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.
11.3 Single Market reserves its right to request documentation, described in paragraph 10.1, prior to activating your account at any of Single Market and the Platform services, and any services, available through the Website. Single Market may refuse you access to the Platform, DRESS tokens and Website should it have doubts as to validity, authenticity and genuineness of the documents, provided by you.
11.4 Single Market collects information from running the Website and uses information, provided to us by you. When you visit the Website, or use our products, we collect information sent to us by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our Website. When you use a location-enabled device with our Website and products, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein.
11.5 If you create an account at our Website or the Platform we may collect and store the following types of information: Contact information – your name, address, phone, email and other similar information. Before permitting you to use our Website and acquiring DRESS tokens, we may require you to provide additional information (such as a date of birth, passport number, numbers that you may use or have registered with your local tax authority, or other data which can be used for personal identification purposes and that may be required to comply with applicable laws) so that we can verify your identity or address. We may also obtain information about you from third parties such as identity verification services.
11.6 When you access the Website or use our products or services we (or Google Analytics or similar service provider on our behalf) may place small data files called cookies on your computer or other device. We use these technologies to recognize you as our user; customize our Website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
11.7 Throughout this policy, we use the term “personal information” to describe information that can be associated with a specific person and can be used to identify that person. We do not consider personal information to include information that has been anonymized so that it does not identify a specific user.
11.8 We store and process your personal information on our servers in the EU and elsewhere in the World, where our facilities or our service providers are located. We protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centres, and information access authorization controls. We also authorize access to personal information only for those employees who require it to fulfil their job responsibilities. All our physical, electronic, and procedural safeguards are designed to comply with applicable laws and regulations. Data may from time to time be stored also in other locations.
11.9 We are sometimes required to compare the personal information you provide to third party databases in order to verify its accuracy and confirm your identity. This allows us to comply with relevant regulations. We will not sell or rent your personal information to third parties. We may combine your information with information we collect from other companies and use it to improve and personalize the Website and our products, as well as our content and advertising. We may use your name and email address to provide you with information about products or services that may be of interest to you, but we will not use your personal information without complying with applicable laws and, where appropriate, obtaining your consent.
11.10 We reserve our right to share your personal information with:
our banking partners;
companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your personal information, and you would as well receive prior notice of any change in applicable policy);
3rd party identification services providers for fraud prevention purposes;
law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our Terms;
other third parties only with your prior consent or direction to do so.
Single Market will not provide your personal information to any other Single Market and Platform users without your consent or direction.
11.11 You may access, review and edit your personal information at any time by logging in to the Website using your credentials.
11.12 The data that we collect from you will be transferred to, and stored at, in the EU and may be transferred and/or stored to other places outside the European Economic Area (EEA). It may also be processed by staff operating outside the EEA who work for us or for one of our service providers. Staff may be engaged in the fulfilment of our Services and/or the processing of your details and the provision of support services. By submitting your personal data, you agree to this transfer, storing, or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with these Terms. Third parties may be located in other countries where the laws on processing personal information may be less stringent than in your country. Our services may, from time to time, contain links to and from the websites of our partner networks, advertisers, and affiliates (including, but not limited to, websites on which the Single Market services are advertised). If you follow a link to any of these websites, please note that these websites and any services that may be accessible through them have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any personal information that may be collected through these websites or services, such as contact and location data. Please check these policies before you submit any personal data to these websites or use these services.
11.13 By accepting these Terms, you hereby expressly agree, consent and authorize Single Market to collect and store your email address or other personal information, such as name, mobile number, address, or other personal information (“personal information”) for the execution of token distribution and purposes, related to the subject of this Terms You also represent and warrant that your officers, employees and agents shall comply with the anti-corruption laws of your resident country or/and,o you will not (1) authorize the giving of, offer, or give anything of value to a government official, a political party or party official, a political candidate, or an official of a public international organization for the purpose of obtaining, retaining, or directing business to any person by (i) influencing any act or decision by the recipient or (ii) inducing the recipient to do or omit to do any action in violation of the recipient’s lawful duty or (iii) securing any improper advantage, or (2) authorize the giving of, offer, or give anything of value to any other person with knowledge or firm belief that all or a portion of the payment or gift will be offered, given, or promised, directly or indirectly to a government official, a political party or party official, a political candidate, or an official of a public international organization for the purpose of obtaining, retaining, or directing business.
12. ANTI-MONEY LAUNDERING AND KNOW YOUR CUSTOMER PROCESS
12.1 You are required to follow KYC procedure as described in provision 7 of this Terms prior to your contribution to DRESS token distribution phases as decribed in Appendix 2. If you do not provide the information requested by us, then we may in our sole discretion decide to refuse your contribution and distribute DRESS tokens to you.
12.2 Single Market reserves a right to change the anti-money laundering and know your customer “KYC” discretionally without any explanation, and that AML/KYC procedure might be adjusted on per case bases.
12.3 You understand and accept, that you may be refused to receive DRESS tokens without completing the KYC procedure, and that we may refuse to deliver DRESS tokens even if you have contributed a correct amount of Ether in accordance with these Terms, and that we will in such case also refuse to reimburse you the contributed Ether
12.4 Single Market reserves its right to reject your identification application if you are unable to provide the information in accordance with these Terms and other terms published on our Website. We will store your data in accordance with regulation of England. Any personal data collected will be used solely for the purpose and as part of the contribution process to satisfy the compliance requirements of business banks and other institutions and parties.
12.5 Single Market has established its mechanism to fight money laundering and financing of illicit activities by:
identifying and verifying the identification of its users,
establishing technical mechanisms for monitoring of the source of Digital Assets, contributed to Single Market,
monitoring Users' activities and DRESS token transactions.
12.6 Single Market would in principle collect from the Users:
place of birth and date of birth,
scans of photo identifications,
in cases where User is a legal entity, also court registry excerpt and information on ultimate beneficial owner.
13.1 All your factual and potential tax obligations are your concern and Single Market is not in any case and under no conditions bound to compensate for your tax obligation or give you any advice related to tax issues, including but not limited what kind of filing or reporting you need to do with the competent tax authority, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible to etc.
13.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. The Company will not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your contribution and acquisition of DRESS tokens under or in connection with these Terms.
13.3 You are solely responsible for determining whether your contribution to the Company for the purposes described hereunder, the creation, ownership, use, sale, transfer or liquidation of DRESS tokens, the potential appreciation or depreciation in the value of DRESS tokens over time (if any), the allocation of DRESS tokens and/or any other action or transaction contemplated by these Terms of Sale or related to the Dresscode Platform will give rise to any tax implications on your part.
13.4 All fees and charges payable by you are exclusive of any taxes, and should certain taxes be applicable, they shall be added on top of the payable amounts. Upon our request, you will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
13.5 You agree not to hold the Company or any of the Company Indemnified Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of DRESS tokens or any other action or transaction related to the Dresscode Platform or the Token Sale
13.6 The tax treatment of the DRESS Tokens is uncertain and there may be adverse tax consequences for the Users upon certain future events. Each User should seek its own tax advice in connection with the purchase of the DRESS Tokens. Any purchase may result in adverse tax consequences to the Users, including, withholding taxes, income taxes and tax reporting requirements. Each User should consult with and must rely upon the advice on its own professional tax advisors with respect to the relevant applicable tax treatment of a purchase of DRESS Tokens and any right associated therewith.
14. Intellectual Property
14.1 The Company has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, designs, copyrights, know-how, technology and other intellectual property necessary to the conduct of selling of the DRESS tokens, developing and enabling the Dresscode Platform, Website and the Company’s activities generally (“IPR”).
14.2 We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information, source code, website content, trademark, trade names, designs, , graphics, user interface design, text, logos, images, information and data pertaining to the Project, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
14.3 These Terms shall not be understood and interpreted in a way that they would mean assignment of intellectual property rights, unless it is explicitly defined so in these Terms. There are no implied licenses under this agreement, and any rights not expressly granted to you hereunder are reserved by the Company.
14.4 You are being granted a non-exclusive, non-sub-licensable, non-commercial, non-transferable, timely limited, revocable license to access and use the Website and the Project and the DRESS tokens strictly in accordance with these Terms. As a condition of your use of the Website and the DRESS tokens you warrant to Single Market that you will not use the Website, or the Project or DRESS tokens for any purpose that is unlawful or prohibited by these Terms. You may not use the DRESS tokens in any manner that could damage, disable, overburden, or impair the Website and the Project. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website and DRESS tokens. Limitation to the transferability of licence shall not be understood in a way, that the users are not allowed to transfer DRESS tokens to third parties.
14.5 The Company will own exclusive rights, including all IPR, to any feedback including, but not limited to, suggestions, ideas or other information or materials regarding Dresscode Platform, Website, Token Sale or related products that you provide, whether by email, posting through Website, other communication channels or otherwise and you irrevocably and exclusively assign any and all intellectual property rights on such feedback unlimited in time, scope and territory (to the extent permitted by applicable laws) so that the Company has the right to dispose with them without any limitations, including their transfer to any third party without seeking your consent. Any feedback you submit is non-confidential and will become the sole property of the Company. The Company will be entitled to the unrestricted use, reproduction (including in electronic form), modification (whereby you will not retain any rights on your original feedback), or dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the feedback (to the extent permitted by applicable laws).
14.6 You will not modify, decompile, disassemble, publish, rent, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the IPR, in whole or in part, found on the Website or associated products and services, download, or use otherwise the account or any other Website or personal or token information for the benefit of any third party, or use data mining, robots, or similar data gathering and extraction tools . IPR is not for resale. Your use of the IPR does not entitle you to make any unauthorized use of any IPR and in particular you will not delete or alter any proprietary rights or attribution notices in any IPR. You will use IPR solely for your personal use and will make no other use of IPR without the express written permission of IPR and the copyright owner. You agree that you do not acquire any ownership rights in any IPR. We do not grant you any licenses, express or implied, to the intellectual property of Single Market except as expressly authorized by these Terms.
15. Notices, COMMUNICATION & SUPPORT
15.1 You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that the Company provides in connection with use of the Website, Token Sale or these Terms of Sale. You agree that Company may provide these communications to you by posting them via the Website or by emailing them to you at the email address you provide. Any email communication will be considered to be received by you within 24 hours after we email it to you and communication via our Website will be effective upon posting. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.
15.2 It is your responsibility to keep your email address updated so that your current email address is communicated to the Company and the Company can communicate with you electronically. You understand and agree that if the Company sends you an electronic communication but you do not receive it because your email address is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, it will be deemed that you have been provided with the communication. You can update your Personal Information (including email) any time by sending an email to email@example.com .
15.3 You may give the Company a notice under these Terms by sending an email to firstname.lastname@example.org. or contact the Company through support located on the Website. All communication and notices pursuant to these Terms must be given in English language.
16.1 These Terms of Sale and all terms incorporated herein by reference constitute the entire agreement between you and the Company with respect to the subject matter hereof and substitutes and supersedes any and all previous written or oral statements between you and the Company. No provision of the Terms of Sale will be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in the Terms of Sale, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to exercise or enforce any right or provision of these Terms of Sale will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
16.2 Materials, such as Whitepaper and others, published in the Website or elsewhere, are not binding and do not – unless explicitly referred to herein – form part of these Terms, and are of descriptive nature only.
16.3 We do not permit individuals under the age of 18 to register with our Website and use our products. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block its access to our Website and products.
16.4 We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control.
16.5 We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s’ products or services.
16.6 The Company reserves the right to make changes, amendments, supplementations or modifications to these Terms of Sale all terms incorporated herein by reference at any time in its sole discretion and for any reason. We suggest that you review these Terms of Sale periodically for changes. If we make changes to these Terms of Sale, we will provide you with notice of such changes, such as by either sending an email, providing notice on the Website or by posting the amended Terms of Sale on the Website and updating the date at the top of these Terms of Sale. The amended Terms of Sale will be deemed effective immediately upon posting for any new Contributors for participating in the Token Sale and purchasing DRESS tokens. In all other cases, the amended Terms of Sale will become effective for pre-existing Contributors upon the earlier of either: (i) the date Contributor receives the notice on the Website or their email address, or (ii) continued participation in the Token Sale 15 days after the Company publishes notice of such changes. Any amended Terms of Sale will apply prospectively to the Token Sale after such changes become effective.
16.7 These Terms do not create any third-party beneficiary rights in any individual or entity.
16.8 We may, at out sole discretion, assign our rights and/or delegate our duties under these Terms of Sale. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer contrary to these Terms will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
16.9 The failure or omission by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
16.10 If any term, provision, covenant, restriction, clause or provision of these Terms is held to be invalid, illegal, unlawful, void or unenforceable, the remainder of the terms, provisions, covenants, restrictions, clauses or provisions set forth herein will remain in full force and effect and will in no way be affected, impaired or invalidated, and the Parties hereto will use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, restriction, clause or provision. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, restrictions, clauses or provisions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
16.11 All questions concerning the construction, validity, enforcement and interpretation of this agreement and all issues related to DRESS tokens will be governed by and construed and enforced in accordance with the laws of England, without regard to its conflict of law provisions or principles that would cause the application of the laws of any other jurisdiction, with exclusive venue for any litigation or other dispute resolution proceeding to be held before the competent court in London.
16.12 Prior to filing any claims in accordance with paragraph 11, you undertake to file such claim or request directly to Single Market via e-mail at address email@example.com. You agree that you will not file any claims in accordance with paragraph 11 earlier than 30 days after sending such claim or request to Single Market in accordance with this paragraph 15.12. Any claim, filed with the arbitral tribunal contrary to the rules set out in this paragraph 15.11, shall be rejected immediately by the tribunal as premature. To resolve any dispute, controversy or claim between them arising out of or relating to this agreement, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other Party.
16.13 The place of fulfilment for any of the rights and obligations of you and the Company under these Terms of Sale will be London.
16.14 Purchasing DRESS tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us.
16.15 These Terms represent the entire agreement between you and us regarding the subject matter of these Terms, in particular use of the Website, the Project and DRESS tokens. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
16.16 Except as otherwise provided in herein, these Terms of Sale are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
16.17 The notice of change of these Terms of Sale is considered as notice of termination of all rights and obligations between you and the Company derived from these Terms of Sale, if you do not accept the amended Terms of Sale. If you do not agree to any amended Terms of Sale and you communicate your disagreement to the Company, the agreement between you and the Company is terminated by expiry of 15 days period which starts after (i) the Company provides you a notice of change of these Terms of Sale or the Company publishes notice of such changes and (ii) you communicated your disagreement with the changes. If you do not inform us regarding your disagreement within the 15 days period after the Company provides you a notice of change of these Terms of Sale or the Company publishes notice of such changes, we will deem that you agree with the changed Terms of Sale.
16.18 These Terms of Sale are not boilerplate text. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms of Sale, please contact the Company and immediately navigate away from the Website. Do not use the Website or other related services and participate in Token Sale or purchase DRESS tokens until you and the Company have agreed upon new Terms of Sale.
1. PURPOSE AND CHARACTERIZATION OF DRESS TOKENS
The DRESS token will be used as the main currency inside the DRESS ecosystem, supporting all aspects of the sharing economy. Since possession and transfer of cryptocurrency can all be performed digitally and in a decentralized fashion, the sharing economy is the perfect candidate for its use.
The DRESS token will effectively create its own economy that will produce rent related services. The services generated within the protocol will represent what we can call, borrowing the analogy of the gross domestic product (GDP), gross token product (GTP). GTP is the sum of all the value created within the protocol, i.e. the product of rents and price of rents, minus the “imports”.
Imports are all services that are needed for a certain rent, but are (at the moment) not available within the protocol and must thus be obtained from outside (“imported”) and paid for in fiat. Although, initially, imports may represent a substantial part of the economy, the goal over time is to migrate most, if not all, service providers to the protocol, by providing a better and smoother platform for their operation.
The GTP represents the foundation for the token’s value. The DRESS token supports the whole token economy, and the utility value of the DRESS token can be determined by applying the monetary equation GTP*P =M*V, where P is the price of service expressed in DRESS tokens, M is the outstanding token supply and V the velocity of circulation. The V is generally fixed and the outstanding number of tokens (M) will be fixed as well, once all coins are distributed or vested, according to the determined schedule. P then reflects the price of service within the token economy expressed in DRESS. The value of DRESS expressed in fiat (e.g. Euro) is subsequently determined via the exchange rate mechanism in such a way that the price of services, expressed in either currency, is similar.
2. TOKEN USE CASES
The DRESS tokens will be used:
- The fashion editor's picks can be bought and re-sold on the platform with DRESS tokens.
- Ownership and verification of product authenticity in exchange for tokens.
- Reservations and purchases of select objects of desire.
- Reservations and purchases of exclusive fashion shows, vernisages, parties and more by night.
- Marketing for exclusive brands (i.e. the XY blockchain edition).
- Tokens will be able to be used at online and at brick-and-mortar stores.
3. IMPLEMENTATION (ERC-20)
The DRESS token will be issued on the Ethereum blockchain using a smart contract defined by the ERC-20 standard.
Movable goods will be digitalized within the Dresscode protocol using the EIP-841 standard.
The Dresscode protocol uses the Ethereum blockchain to enable:
- Registry with transparent tracking history;
- Decentralized data storage;
- Arbiter reputation system storage;
- Payment system;
- Digitalization of physical assets;
- Token staking mechanism.
The protocol is accessed through an Application Program Interface (API) and a decentralized application (DAPP).
POSSIBILITIES OF CHANGE TO THE FUNCTIONALITY OF DRESS PLEASE NOTE THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF DRESS TOKENS. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY UNILATERALLY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF DRESS TOKENS IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE WILL PUBLISH A NOTICE ON THE COMPANY’S WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF DRESS TOKENS AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE COMPANY’S WEBSITE FOR ANY SUCH NOTICES. FOLLOWING THE CONLCUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF DRESS TOKENS
1. DRESS TOKEN SALE
DRESS token (symbol: DRESS) is a Ethereum based utility token that will confirm to the ERC-20 standard. It will be controlled by a Smart Contract System and deployed on Ethereum blockchain. DRESS tokens will initially be available in exchange for Ether (ETH) contributions during the Token Sale.
2. MAIN TOKEN DETAILS:
- Symbol: DRESS
- Role of DRESS token: Utility
- Blockchain: Ethereum
- Token standard: ERC-20
- Total DRESS token supply (100%): 300,000,000 DRESS
- Total DRESS token supply for sale (60%): 180,000,000 DRESS
- DRESS decimals: 18
- Average Private Pre-sale price of DRESS Tokens: 0.067 USD
- Average Public Pre-sale price of DRESS Tokens: 0.077 USD
- Average Crowdsale price of DRESS Tokens: 0.1 USD
- Final Crowdsale price of DRESS Tokens: 0.1 USD
3. SALE STAGES:
- Private Pre-sale Stage
- Public Pre-sale Stage
- Public Crowdsale Stage
Every Contributor is welcome to participate in any phase of the public sale, while private phase is reserved for early supporters. The contributors must be approved in our KYC Procedure. KYC Procedure will be conducted on following link: https://kyc.projectdresscode.io or other link provided by the Company. Contributors will not contribute ETH directly from online exchanges. All contributors must contribute ETH from their Ethereum wallets.
5. PUBLIC PRESALE STAGE DETAILS:
Public Pre-Sale dates: Fall 2018;
In total 58,500,000 (fifty-eight million) DRESS tokens will be offered during the Public Pre-Sale Stage.
- Bonus of 30% for 58,500,000 (fifty-eight million) DRESS Tokens sold in the Public Pre-Sale;
Minimum contribution in the Public Pre-Sale is 1 ETH. Any unsold tokens are transferred to the next stage.
6. PUBLIC CROWDSALE:
Public Crowdsale dates: Fall 2018.
- No bonuses for DRESSTokens sold in the Public Crowdsale;
Target amount of distributed DRESS tokens: 76,500,000 (seventy-sixmillion five hundred thousand) DRESS tokens, plus possible unsold tokens from the Pre-Sale Stage.
There is no minimum contribution in the Public Crowdsale.Unsold tokens are transferred to a fund dedicated to reward DRESS platform users.
Excess contributions in ETH, received after the individual phase targeted sum or hard cap is reached, will be bounced or returned to the contributing Ethereum address, reduced for the transactional costs (gas). The minimum target (soft cap) for the Crowdsale Stage is set to ETH equivalent of 1,500,000 (one million five hundred thosand) USD. If contributions through all phases collectively will not reach the minimum target, DRESSCODE will not be able to access these funds and all contributors will get a refund on their Ethereum addresses. The maximum target (hard cap) is set to ETH equivalent 15,150,000 (fifteen million , one hudred and fifty thousand) USD, based on estimations on how much funds are needed to accomplish defined goals. DRESSCODE believes that any project should ask only for the amount needed to reach the goals, therefore it does not support uncapped token crowdsales. The exact amount of DRESS tokens received in exchange will be calculated and determined in accordance with ETH value on the end date of the Crowdsale stage as described in Section 4. of these Terms of Sale. The ETH/USD exchange rate will be locked based on the average exchange rate of ETH to USD on the Kraken exchange in a 24 (twenty four) hour time period before the end date of the Crowdsale stage moment as described in Section 4. of these Terms of Sale. Therefore, the hard cap is only an approximation that can vary due to fluctuation of ETH/USD exchange ratio and the fact that unsold tokens in Pre-Sale Phase are transferred to the Crowdsale Stage with a different bonus. The Smart Contract System will generate DRESS tokens immediately upon receiving ETH at its address. Once the Crowdsale Stage reaches its hard cap or closes, if the hard cap is not reached, the DRESS tokens will be distributed to the contributors and locked (non-transferable) in due time. After successful validation of the crowdsale process, tokens will be unlocked and become transferable.
8. DRESS TOKEN DISTRIBUTION AND VESTING PERIODS
The team and company’s token shares will undergo a monthly vesting process. In this way, we will ensure both the team and company stay committed to the project.
The company’s token share will be released over a 1-year period.
The team’s token share will be released over a 2-year period.
YOUR REPRESENTATIONS AND WARRANTIES
By making a purchasing DRESS tokens and accepting these Terms of Sale, you hereby represent and warrant that:
1. you have read and understood these Terms of Sale (including all the Appendices hereto);
2. you have the necessary authority and consent to accept these Terms of Sale, to enter into a binding agreement with the Company and to perform the obligations set out herein;
3. the acceptance of these Terms of Sale and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organisational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;
4. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like ETH), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
5. you have obtained sufficient information about the potential future use and functionality of DRESS tokens to make an informed decision to participate in the Token Sale pursuant to these Terms of Sale;
6. you understand that DRESS tokens confer only a limited potential future right or expectation to use and interact with the Dresscode Platform, and that DRESS tokens confer no other rights of any kind with respect to the Company and/or the Dresscode Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
7. if you are an individual (i.e. a natural person), you are at least 18 years of age, you have sufficient legal capacity according to your residency country laws to accept these Terms of Sale and to enter into a binding agreement with the Company on the terms set out herein;
8. if you are making a contribution for the purchase of DRESS tokens as a corporate entity including, without limitation, any company or partnership (or other type of legal entity that is not a natural person), such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;
9. if you are making a contribution for the purchase of DRESS tokens for or on behalf of an entity or person, you are authorized to accept these Terms of Sale and enter into a binding agreement with the Company on such entity’s or person’s behalf (and in such circumstances, references in these Terms of Sale to “Contributor”, “your” or “you” will be a reference to the entity or person on whose behalf you are authorised to make a contribution);
10. you are making a contribution for the purchase of DRESS tokens to support the development, testing, deployment and operation of the Dresscode Platform and to potentially use and interact with the Dresscode Platform at a future point in time. You are not making a contribution under these Terms of Sale for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
11. any contribution to be made by you for the purchase of DRESS token is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
12. you will not use DRESS token to finance, engage in, or otherwise support any unlawful activities;
13. you will use DRESS token as intended on the Dresscode Platform;
14. in the case of a contribution made in ETH, the contribution will be transferred to the Company from an Ethereum Wallet and/or address, respectively, that: (i) is registered in your name and under your sole control or registered in the name and under the sole control of a person who is duly authorised by you to send a contribution on your behalf to the Company; and (ii) is not located in or that is not registered in the name of a person located in or resident of any country or territory of Restricted Areas;
15. making a contribution and receiving DRESS token under these Terms of Sale is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution will be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
16. you are not a citizen of or resident or domiciled in Restricted Areas or making a contribution for the purchase of DRESS token from a location in Restricted Areas, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of Restricted Areas, nor are you making a contribution for the purchase of DRESS token for or on behalf of any such person or entity;
17. you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority;
18. you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of DRESS token;
19. you will provide us with details of an Ethereum Wallet that supports the ERC-20 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as DRESS token);
20. you engage or expect to engage in a meaningful number of cryptocurrency or other transactions, such as e-commerce businesses, involving token exchanges or traditional financial institutions, and you understand and accept the risks of participating in token sales relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms of Sale;
21 .you understand that DRESS token are solely rights to access and use services and products on the Dresscode Platform, and do not have any attribute that provides the holder with equity, creditor or similar rights. DRESS token should not be considered investments of any type, including but not limited to, any form of currency or security, and the Contributor should not expect profits of any type from acquiring DRESS token nor acquire DRESS token for any type of investment purposes;
22. you acknowledge you fully understand the contents of the Project Documentation provided by Single Market and are participating in the Token Sale with the intention of fully accepting the risk of the failure of the Dresscode Platform;
23. you have carefully reviewed the code of the Smart Contract located on the Ethereum blockchain and fully understand and accept the functions as further described in the Project Documentation;
24. you are making a contribution primarily to support the development, testing, deployment and operation of Dresscode Platform, being aware of the risks associated with it (as further described in Appendix 4 to these Terms), and are not contributing to the Company for any speculative, investment
25. you will waive the right to participate in a class action lawsuit or a class-wide arbitration against Dresscode, its founders and team members or any entity or individual involved in Dresscode project;
26. you understand that you do not have any right against Dresscode its founders and team members or any other party to request any refund of your contribution provided during the Token Sale;
27. you understand that you bear the sole responsibility to determine if your contribution and obtainment of DRESS token, use of DRESS token and the potential appreciation or depreciation in the value of DRESS token over time, the sale and purchase of DRESS token and/or any other action or transaction related to DRESS token, Single Market or the Dresscode Platform have tax implications for you;
28. all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of these Terms of Sale.
1. Risk of software weaknesses: because DRESS tokens, the Smart Contract System and the Dresscode Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on DRESS tokens, the Smart Contract System and/or the Dresscode Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the DRESS tokens (including the utility of DRESS tokens for obtaining services), the Smart Contract System and/or the Dresscode Platform, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. The Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating DRESS tokens will be uninterrupted or error-free and why there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or DRESS tokens. DRESSCODE PROVIDES NO WARRANTY REGARDING AND WILL HAVE NO RESPONSIBILITY FOR ANY CLAIM ARAISING OUT OF:
(I) USE OF SOFTWARE IN CONTRARY WITH PROVISIONS OF THIS TERMS AND CONDTIONS OR IT’S PURPOSE
(II) MODIFICATION OF SOFTWARE MADE BY ANYONE OTHER THAN DRESSCODE UNLESS DRESSCODE AUTHORISED SUCH MODIFICATION
(III) DAMAGES DUE TO IMPROPER OR SLOPPY USE
(IV) USE OF SOFTWARE IN COMBINATION WITH ANY OPERATING SYSTEM OR ANY SOFTWARE OR/ANDHARDWARE NOT AUTHORISED OR FORBIDDEN BY DRESSCODE.
DRESSCODE PROVIDES NO WARRANTY AND WILL HAVE NO RESPONSIBILITY FOR
(I) OPERATION OF SOFTWARE TO BE UNINTERRUPTED
(II) OPERATION OF SOFTWARE TO BE ERROR FREE
(III) THAT THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET REQUIREMENTS
(IV) THAT SOFTWARE WILL BE COMPATIBLE WITH ANY SOFTWARE OR HARDWARE, EXCEPT SOFTWARE AND FARWARE AUTHORISED BY DRESSCODE
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DRESSCODE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE.
2. Regulatory risk: blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the Dresscode Platform, including its termination and the loss of DRESS tokens for the Contributor. Additionally, regulation of proposed activities of the Dresscode Platform is currently uncertain. It is not known what regulatory framework the proposed Dresscode Platform and associated activities will be subject to, the nature and obligations that will be imposed on the Company in order to comply with any such regulatory framework or when/if the Company will even be able to apply to be regulated, or successfully obtain the necessary licences so that it may lawfully carry out its proposed business activities.
3. Risks associated with uncertain regulations and enforcement actions: the regulatory status of DRESS tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Dresscode Platform and DRESS tokens. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Dresscode Platform and DRESS tokens.Regulatory actions could negatively impact the Dresscode Platform and DRESS tokens in various ways, including, for purposes of illustration only, through a determination that DRESS tokens are a regulated financial instrument that requires registration or licensing. 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.
4. Risk of abandonment / lack of success: the creation and issue of DRESS tokens and the development of the Dresscode Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that, even if any such Dresscode Platform is partially or fully developed and launched, you will receive any benefits through DRESS tokens that you hold.
5. Risks associated with markets for DRESS tokens: the Company may choose not to enable or otherwise facilitate any secondary speculative trading or any such external valuation of DRESS tokens. This may restrict the contemplated avenues for using DRESS tokens to the token functionality described in Appendix 1 to these Terms of Sale and could therefore create illiquidity risk with respect to any DRESS tokens you own. Even if secondary trading of DRESS tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that any third party ascribes an external exchange value to DRESS tokens (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If you are purchasing the DRESS tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the DRESS tokens are not offered by the Company or its affiliates on an investment basis. You further acknowledge that any contribution that you make under these Terms of Sale (or you consider to be invested in the Company) will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and will not, for instance be guaranteed by the DRESSCODE Deposit Guarantee Scheme and is unlikely to be protected by any equivalent scheme in a jurisdiction outside of England.
6. Risk of losing access to tokens due to loss of private key(s), custodial error or your error: DRESS tokens can only be accessed by using an Ethereum Wallet with a combination of the Contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained DRESS tokens associated with your Ethereum Wallet may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your Ethereum Wallet, may be able to misappropriate your DRESS tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store DRESS tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your DRESS tokens.
7. Risk of theft: the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or DRESS tokens, adversely impacting the ability to develop the Dresscode Platform and derive any usage or functionality from DRESS tokens. Furthermore, because the Dresscode Platform is based on open source software, there is a risk that a third party or a member of the Company’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Dresscode Platform, which could negatively affect the Dresscode Platform and DRESS tokens.
8. Risk of Ethereum mining attacks: as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and rare condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of token transactions, and expected proper execution and sequencing of contract computations. You understand and accept that the network of miners will ultimately be in control of the delivery of the DRESS tokens via the Smart Contract System, and that a majority of miners could agree at any point to make changes, updates, modifications to, or effect a deletion or destruction of the Smart Contract System, and that such a scenario could lead to the DRESS tokens losing intrinsic value and/or functionality.
Risk of incompatible wallet service: the wallet or wallet service provider used to receive DRESS tokens must to conform to the ERC-20 token standard in order to be technically compatible with DRESS tokens. The failure to ensure such conformity may have the result that you will not gain access to your DRESS tokens.
Risk of hard-fork: the Dresscode Platform will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to DRESS tokens may be required (hard-fork of DRESS tokens) and that, if you decide not to participate in such upgrade, you may no longer be able to use your DRESS tokens and any non-upgraded DRESS tokens may lose its functionality in full.
Risk of uninsured losses: unlike bank accounts or accounts at some other financial institutions, DRESS 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 us, to offer recourse to you.
Risks arising from taxation: the tax characterization of DRESS tokens is uncertain. You must seek your own tax advice in connection with acquisition, storage, transfer and use of DRESS tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
Risk of an unfavourable fluctuation of Ethereum and other currency value: The Company intends to use the contributions received to fund the development of DRESS tokens, the Dresscode Platform and various other operating expenses. The contributions received will be denominated in ETH, and may be converted into other cryptographic and fiat currencies. If the value of ETH or other currencies fluctuates unfavourably during or after the Token Sale, the Company may not be able to fund the development of, or may not be able to maintain, the Dresscode Platform in the manner that it intended.
Risk of dissolution of the Company or network: it is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of ETH (or other cryptographic and fiat currencies), decrease in DRESS tokens utility due to negative adoption of the Dresscode Platform, the failure of commercial relationships, or intellectual property ownership challenges, the Dresscode Platform may no longer be viable to operate and the Company may dissolve and may not be able to continue the development of the Dresscode Platform.
Risks arising from lack of governance rights: because DRESS tokens confer no governance rights of any kind with respect to the Dresscode Platform or the Company; all decisions involving the Company (including to sell or liquidate the Company) will be made by the Company acting in its sole and absolute discretion, and all decisions involving the Dresscode Platform including, but not limited to, decisions to discontinue the Dresscode Platform, to create and issue more DRESS tokens, will be made by the Company. These decisions could adversely affect the Dresscode Platform and / or DRESS tokens you might hold.
Risks arising from the market in which the Dresscode Platform operates: the retail market and by extension the Dresscode Platform, is subject to a variety of state, municipal and international laws and regulations, including those with respect to consumer protection, competition, KYC / AML and customer due diligence procedures, privacy and data protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Dresscode Platform could be enacted, which could impact the utility of DRESS tokens in the Dresscode Platform. Additionally, Dresscode Platform users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Dresscode Platform and the DRESS tokens, including its functionality to obtain or provide services within the Dresscode Platform.
Risks associated with the development and maintenance of the Dresscode Platform: the Dresscode Platform is still under development and may undergo significant changes over time. Although we intend for the DRESS tokens and Dresscode Platform to function as described in Appendix 1 to these Terms of Sale, and intend to take commercially reasonable steps towards those ends, we may have to make changes to the specifications of the DRESS tokens or the Dresscode Platform for any number of legitimate reasons. Moreover, we may not be able to retain full and effective control over how other participants will use the Dresscode Platform, what products or services will be offered through the Dresscode Platform by third parties, or how third-party products and services will utilize DRESS tokens (if at all). This could create the risk that the DRESS tokens or Dresscode Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the Dresscode Platform, it is still possible that the Dresscode Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Dresscode Platform and DRESS tokens, and the potential utility of the DRESS tokens, including the utility of the DRESS tokens for obtaining services and/or offering rewards and/or being used in the manner intended at the time of the Token Sale.
Risk of Competing Platforms: It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Dresscode Platform and attempt to facilitate services that are materially similar to the services offered by or within the Dresscode Platform. The Dresscode Platform may compete with these alternatives, which could negatively impact the Dresscode Platform and DRESS tokens, including the utility of the DRESS tokens for obtaining services offered by or within the Dresscode Platform.
Unanticipated Risks: cryptographic tokens such as DRESS tokens are a new and untested technology. In addition to the risks set out in this Appendix 4 to these Terms of Sale, there are other risks associated with your acquisition, storage, transfer and use of DRESS tokens, including those that the Company may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in this Appendix 4 to these Terms of Sale.