Terms & Conditions
The following Terms and Conditions (referred to as “Terms”) apply to individuals who purchase, hold, or use Carbify NFTs or Tokens (collectively referred to as “Tokens”), as well as to anyone utilizing Carbify’s services, engaging in other activities offered by Carbify, and extending to Carbify’s sister companies and additional projects, including but not limited to CarbonDebits B.V. and its game Eco Empires: Battle for the Earth. If you do not agree to these Terms, do not purchase, continue to hold, or use the Tokens, either directly or through an intermediary. Furthermore, refrain from engaging in any activities related to Carbify’s services, other offerings, and associated projects, including but not limited to those provided by Carbify’s sister companies such as CarbonDebits B.V. and its game Eco Empires: Battle for the Earth. Please note that these Terms do not constitute an offering document, prospectus, or an offer to sell or solicitation to buy any financial instrument in any jurisdiction. By purchasing, holding, or using the Tokens, you are agreeing to be bound by these Terms and any terms incorporated by reference, which may have an impact on your legal rights. It is crucial that you thoroughly review and consider these Terms, extending your attention to Carbify’s services, other offerings, and related projects, including those provided by sister companies such as CarbonDebits B.V. and its game Eco Empires: Battle for the Earth. If needed, seek guidance from a lawyer, accountant, or tax professional before making a purchase or engaging in associated activities.
The following Terms constitute a binding agreement between Carbify B.V., a company duly incorporated in The Netherlands, with a Dutch company registry number nº 92116310 (hereinafter, “the Company” or “We”) and you or the entity you may act in representation of (the “Purchaser”, the “Holder” or “you”) and contains the terms and conditions pursuant to which you will purchase and/or hold the Tokens from the Company and/or use its services. You and the Company are each a “Party” and, together, “Parties”, to these Terms.
If you purchase the Tokens through an intermediary or any other means, or if you continue to hold and/or use the Tokens, you are subject to these Terms. By purchasing, holding, and/or using the Tokens, you are agreeing to be bound by these Terms. If you do not agree with any of the terms, do not purchase, hold, or use the Tokens. These terms apply to your purchase, holding, and/or use of the Tokens unless stated otherwise. The Company reserves the right to add new terms or modify these Terms at its discretion. Any changes will be effective upon their publication on https://carbify.io. It is your responsibility to check the website regularly for any updates. In the event of any conflicting terms, the latest version published on the website will take precedence.
Purpose of the Tokens
The Tokens have the following purposes:
Carbify’s NFTrees are special non-fungible tokens that represent real trees and their ability to absorb carbon from the atmosphere. These tokens generate carbon tokens, called $aCO2 tokens, based on the amount of carbon that the associated real-life tree removes from the environment. Carbify plants a new tree in advance for every NFTree sold, contributing to offset carbon emissions. In addition, NFTrees may have certain uses or abilities within certain games.
$aCO2 tokens are a type of utility token that represent the amount of carbon dioxide absorbed by a specific NFTree. These tokens are distributed to the holders of the NFTree in proportion to the carbon dioxide absorbed by the corresponding real-life tree. These tokens can be traded, bought, and/or sold on the Carbify dApp, or they can be “burnt” in exchange for a Certificate of Compensation. The Certificate of Compensation, or CoC, is an NFT ERC721 token that is sent directly to the $aCO2 holder’s wallet after the tokens are burnt on the Carbify dApp. It includes information about the date and amount of carbon dioxide compensated, the entity responsible for the compensation, and the reason for the compensation. The CoC ensures that the carbon dioxide compensation process is transparent and accurate, as the information is recorded on the blockchain and cannot be altered or double-counted.
Purchasers of NFTrees will be rewarded with $aCO2 tokens starting from the date of receipt or purchase of the NFTree. The NFTree will generate $aCO2 tokens starting from the date mentioned in the metadata associated with each NFTree and this generation will continue for a period of exactly 20 years.
Eco Empires: Battle for the Earth is a massively multiplayer real time strategy game focused on burning $aCO2. In this game, players must gather resources, build structures and expand their territory to thrive and grow. The game offers NFTree integration and land plot NFT integration. Owning these and other NFTs can increase the players rewards, or upgrade it’s gameplay.
The Purchaser acknowledges and agrees that Carbify offers various rewards and prizes within its gaming ecosystem. However, the Purchaser understands and accepts that Carbify reserves the right to modify, alter, add, or eliminate rewards and prizes without prior notice and makes no guarantees regarding the value of any rewards or prizes.
Please note that Carbify is still working on the development of the Carbify dApp, which is yet pending completion. We are putting our best effort into having our products completed and perfected, and to do that as soon as possible, but notice that we are offering our products on an “as is” basis, and we do not make any promises, claims, or provide any warranties relating the completion, success, features, uses and/or functionalities, among other, of Carbify’s unreleased products (such as the Carbify dApp).
Purchase, ownership, receipt, or holding of the Tokens carries no express or implied rights other than the right to use the Tokens as herein described. Specifically, you acknowledge and agree that, unless otherwise set out in these Terms, the Tokens do not represent or confer any ownership right or stake, share, security or equivalent rights, or any right to receive future revenue shares, intellectual property rights, or any other form of participation in or relating to the Company or any of its associated parties (the “Associated Parties”), subject to limitations and conditions in these Terms and other applicable terms, conditions or policies, which may and likely will be implemented by the Company at a later date. The Tokens are not intended to be nor should be construed as to be a loan contract, digital currency, security, commodity, or any other kind of financial instrument.
You are purchasing the Tokens exclusively for the purposes described herein, and you are aware of the risks associated with the Company, its Associated Parties, and the Tokens as hereinafter set forth. You are not purchasing the Tokens for any other purpose other than the aforementioned, such as, without limitation, any investment, speculative or financial purpose. You acknowledge and agree that the Carbify and the Tokens are in an early stage of development and may undergo significant changes over time.
Rights attached to the Tokens
The Tokens do not have any intrinsic value. In particular, please note that the Company is in the process of undertaking legal and regulatory analysis of the functionalities of the Tokens, which might eventually affect the intended functionality of the Tokens with the aim of ensuring legal and regulatory compliance. The Company undertakes to publish any and all changes in the functionality of the Tokens on the Website. It is your responsibility to periodically check the Website for any such notices.
As conceived so far, the Tokens grant their holders the following specific rights:
You acknowledge and understand that the Tokens:
Whilst the above set out the current rights and limitations associated with purchasing and holding the Tokens, the Purchaser acknowledges and agrees that such rights and limitations may be subject to variation by the Company to the extent such changes are considered necessary for compliance with any applicable laws or regulations.
Cancellation and refusal at Company’s discretion
Your purchase of the Tokens, from an intermediary or otherwise, is final. The Company will refuse any refunds or cancellations unless otherwise required by applicable law or regulations. You acknowledge and agree that you waive any and all rights to be refunded any amounts that you may have paid to the Company or to any other seller, when applicable, in exchange for the Tokens, or to cancel any purchase.
Notwithstanding any of the foregoing, the Company reserves the right to refuse or cancel any purchases, or requests to purchase, of the Tokens at any time and in its sole discretion without providing its reasons, including without limitation the following:
The Company, or any other applicable seller, shall not be required to notify the Purchaser of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case, provide reasons for unsatisfactory results of checks.
The Company, or any other applicable seller, reserves the right to require you to provide your personal details (including without limitation correct name, address, and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent the applicable seller from allocating the Tokens to your digital wallet.
At any time during the sale of the Tokens, the Company may either temporarily suspend or permanently abort the sale of the Tokens at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that any or all the sale is aborted, the Tokens will not be available for purchase, through intermediaries or otherwise.
Wallet security
You are solely responsible for implementing all measures for securing the wallet, vault, or other storage mechanisms you use to receive and hold the Tokens purchased from the Company, including any requisite private keys or other credentials necessary to access such storage mechanisms. If your private keys or other access credentials are lost, you may lose access to your Tokens. Under no circumstances will the Company be responsible for any losses, costs, or expenses relating to lost access credentials.
Taxation
The Tokens’ Purchase Price is exclusive of any and all applicable taxes (including without limitation obligations to pay value-added, sales, use, offerings, withholding taxes, income, or similar taxes) (hereinafter, the “Taxes”). You are solely responsible for determining what, if any, Taxes are applicable to your purchase, holding and/or usage of the Tokens. It is also your sole responsibility to comply with any and all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of the Tokens. The Company, or any other applicable seller, is not responsible for withholding, collecting, reporting, or remitting any Taxes arising out of or in connection with your purchase, holding, and/or usage of the Tokens.
The Company cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.
By purchasing the Tokens, the Purchaser agrees not to hold the Company, its Associated Party, affiliates, shareholders, directors, employees or advisors liable for any tax liability associated with or arising out of or in connection with the purchase, holding, and/or use of the Tokens.
Capacity and experience
The Purchaser is solely responsible for their decision to purchase the Tokens.
The Purchaser expressly acknowledges and represents they have carefully reviewed the present Terms, and fully understand the risks, costs, and benefits associated with the acquisition of the Tokens as indicated in the present Terms.
The Purchaser undertakes that they have legal competence and capacity to accept these Terms through their purchase of the Tokens.
The Purchaser undertaking to acquire the Tokens must ensure that they understand and have significant experience in cryptography, blockchain systems, products, and services and that they fully understand the risks associated with the purchasing and/or holding the Tokens. The Purchaser and/or Holder also has the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring the Tokens, is aware of the risks inherent in acquiring and the method by which the assets of the Company are held and/or traded and can bear the risk of loss of its entire Token acquisition. The Purchaser is qualified and authorized to make such an acquisition decision and, to the extent deemed necessary, has consulted its own advisors and legal counsel regarding the acquisition of the Tokens.
The Purchaser acknowledges and agrees that, in making the decision to acquire the Tokens, the Purchaser has not relied on any advice or recommendation from the Company nor any placement agent associated with the Company, or its Associated Parties, affiliates, directors, shareholders, advisors or employees. To the extent that the Purchaser is acting on behalf of an entity, the Purchaser acknowledges and agrees that they have the full power and authority under such entity’s governing instruments to do so, and that such entity has the full power and authority under its governing instruments to acquire the Tokens.
Acknowledgment and assumption of risks
Acquiring and storing the Tokens involves various risks, in particular the risk that Carbify may not be able to launch some operations and continue developing its platform or community. Therefore, and prior to acquiring the Tokens, the Purchaser should carefully consider the risks, costs, and benefits of acquiring the Tokens, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity or any other risks as indicated in the Terms herein should not acquire the Tokens through intermediaries or otherwise.
There is a risk that in some jurisdictions the Tokens might be considered as a security, now or in the future. The Company does not give warranties nor guarantees that the Tokens are not a security in any and all jurisdictions. Each Purchaser, holder and/or user of the Tokens shall bear their own legal or financial consequences of the Tokens being considered a security in their respective jurisdiction. The legal ability of the Company to provide the Tokens in some jurisdictions may be completely eliminated by future regulation or legal actions. In the event it results with a high degree of certainty that the Tokens are not legal in a given jurisdiction, the Company will resolve at its sole discretion to either (a) cease operations in that jurisdiction; or (b) adjust the Tokens in a way as to comply with such regulations, should that be possible and viable. It is your obligation to check if the acquisition, holding and/or use of the Tokens is legal in your jurisdiction. By accepting these Terms you expressly agree and warrant that you will not purchase, hold and/or use the Tokens should such purchase, holding and/or use not be legal in your applicable jurisdiction.
It is not guaranteed that the source code used by the Company will be flaw-free. It may contain certain flaws, errors, defects, and bugs, which may disable some functionality for users, expose users’ information or otherwise negatively affect the Purchaser and/or Holder. Such flaws could compromise the usability and/or security of the Company and consequently adversely impact its value.
The source code could be updated, amended, altered or modified from time to time by the developers and/or by the community. Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects the Tokens and/or the Company operations or market value.
You acknowledge that there are certain risks associated with utilizing Internet-based digital assets, products and websites including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using its services, website, platforms or Tokens however caused.
You acknowledge that there are risks associated with cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all crypto-based products, including the Tokens. This could result in the theft, loss, disappearance, destruction or devaluation of the Tokens. To a reasonable extent, the Company will be prepared to take proactive or remedial steps to update its protocol in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. Notwithstanding the previous, it is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit the Company to accurately guide its development to take into account such unforeseeable changes in the domains of cryptography or security.
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The Tokens may be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of the Tokens, which could impede or limit their existence, permissibility of their use and possession, as well as their value.
Hackers or other groups or organizations may attempt to interfere with your third-party wallet, the Website or the availability of the Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.
The blockchain, which is used for the Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Mining attacks, as described above, may also target other blockchain networks with which the Tokens interact. Any successful attacks present a risk to the Tokens.
The value of the Tokens may fluctuate and you may suffer a loss in value of such acquired Tokens. In addition to the loss of value risk, the Tokens are entirely uninsured and are unlike bank accounts or accounts at some other financial institutions.
The Company is not obliged to provide Token holders with a refund related to the Tokens for any reason, and Token holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made with respect to the Tokens, including without limitation no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of the Tokens.
The tax characterization of the Tokens and these Terms is uncertain. The Company intends to treat the Tokens and these Terms neither as an equity interest nor as a debt interest in the Company for tax purposes. It is possible that the Company’s intended treatment of the Tokens and these Terms may be challenged so that the tax consequences to the Purchaser and the Company relating to the Tokens and these Terms could differ from those described above. You must seek your own tax advice in connection with the purchase, holding and/or usage of the Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Start-up companies such as the Company and its Associated Parties involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Company is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing and general management, among others, which frequently cannot be solved.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of virtual and/or fiat currencies, a decrease in the utility of the Tokens due to negative adoption of Carbify, the failure of commercial relationships, or intellectual property ownership challenges, Carbify may no longer be viable to operate and the Company or its Associated Party may be dissolved.
It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying the Tokens and/or Carbify and attempt to re-create similar facilities. Carbify may be required to compete with these alternative networks, which could negatively impact the Tokens and/or Carbify.
As Carbify may provide a decentralized cloud storage service to individual and institutional clients, including users and applications, Carbify(and services thereon) are susceptible to a number of risks related to the storage of data in the cloud. Carbify (and services thereon) may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber-attack or other malicious activity. Similarly, Carbify and/or products thereof may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with Carbify, there is the risk that Carbify and/or its products or services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Associated Parties do not control. The risk that Carbify and/or services or products thereof may face increasing interruptions and the ecosystem of Carbify may face additional security vulnerabilities could adversely affect Carbify, and therefore the future utility of any of the Tokens that you hold.
Carbify is at the stage of development as of the date of these Terms, and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Greenpaper released relating to the development of the Company and its Associated Parties have been prepared with the then up-to-date key information of Carbify, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of the Company, kits Associated Parties and/or ecosystem. The Company, or any other applicable seller, is neither able nor obliged, to keep you closely posted on every detail of the development of Carbify (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to Carbify, the Tokens or the Company that may emerge from time to time. Due to the nature of the project, you accept that such insufficiency of information disclosure is inevitable and reasonable.
Blockchain technologies are a new and untested technology and, in addition to the risks outlined in these Terms, there are also unforeseeable risks that may materialize as unanticipated.
You acknowledge, agree, and warrant that you have been warned of the potential risks involved in purchasing holding, and/or using the Tokens, the Website, the “Carbify Ecosystem” (including, without limitation, the Tokens together with any other tokens or product Carbify issues, the Website, the Carbify dApp, Carbify games, Carbify`s social media, and any other platform and/or software developed by Carbify) and any other relevant technologies mentioned herein. You acknowledge and agree that there may be other additional risks involved, which are not specified herein, and that you fully accept such risks.
Indemnity
To the fullest extent permitted by applicable law, the Purchaser hereby agrees to indemnify, defend and hold harmless the Company, the Associated Parties and its or their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisors, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties” and each a “Indemnified Party”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) the Purchaser’s purchase, whether through an intermediary or otherwise, holding or use of Tokens; (ii) the Purchaser’s responsibilities or obligations under these Terms; (iii) the Purchaser’s violation of these Terms; (iv) the Purchaser’s violation of any rights of any other person or entity in connection with the Tokens and/or these Terms; and (v) the Purchaser’s subsequent transfer of the Tokens to any individuals or entities.
The Company reserves the right to exercise sole control over the defense, at the Purchaser’s expense, of any claim subject to indemnification under this section, including without limitation choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between the Purchaser and the Company.
Any Indemnified Party or another identifiable person who is not a party to these Terms may enforce any rights granted to such party pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding anything to the contrary, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release, or settlement under these Terms at any time. The Company may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given. The Company will protect and indemnify its agents, delegates, service providers, officers, directors, and other representatives against liability.
Release
To the fullest extent permitted by applicable law, you release the Company and the other Indemnified Parties from any and all 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 statute or law principles that would otherwise limit the coverage of this release to include only those you may know or suspect to exist in your favor at the time of agreeing to this release.
Representations, warranties and eligibility
By purchasing, holding and/or using the Tokens you represent and warrant that you: (i) are at least 18 years old; (ii) have full ability and authority to enter into this agreement; (iii) have not been previously suspended or removed from using our services; (iv) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC).
In the event you are using the services on behalf of a legal entity, you represent and warrant that: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf; (iii) any beneficial owner of the legal entity, director, employee, services provider or any other individual in any way connected with the Company has not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC)
By participating in the Token Sale, the Purchaser agrees to the present Terms, and, in particular, they represent and warrant that they:
You hereby acknowledge that the Company has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Company does not, and does not purport to, make, and hereby disclaims, all representations, warranties, or undertaking to you in relation to the sale of the Tokens or otherwise. Prospective purchasers of the Tokens should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the Token Sale, the Company, and any relevant Associated Party.
The Company reserves the right to implement any and all necessary measures to monitor the Purchaser’s compliance with this Section 11.
Limitation of liability
The Purchaser acknowledges and agrees that, to the fullest extent of the law, the disclaimer of liability contained herein applies to any and all damages or injury whatsoever caused by or related to (i) the use of, or inability to use the Tokens or; (ii) the Company, together with the Indemnified Parties, under any cause of action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort, including negligence, and that the Company and the Indemnified Parties shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase Token, or arising out of any interaction with the Tokens associated smart contract implemented in relation to the Tokens.
The Purchaser acknowledges that the Company is not liable for the conduct of any third parties, including other purchasers of the Tokens, and that the risk of purchasing, holding, and/or using the Tokens rests entirely with the Purchaser. To the maximum extent permissible under applicable law, under no circumstances will the Company be liable to any Purchaser for more than the amount the Purchaser has paid to the Company for the purchase of the Tokens. The liability limitations and exclusions in this Section will apply to the fullest extent permitted by law.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to the Purchaser.
Anti-Money laundering
The Purchaser represents and warrants to the Company that: (i) they are not purchasing, holding and/or using the Tokens under any prohibition of any jurisdiction or by contravening any local or international law or regulation (“Prohibited Person”); (ii) no person or entity that controls, is controlled by or under common control with, the Purchaser is a Prohibited Person; (iii) neither the Purchaser, nor any person having a direct or indirect beneficial interest in the Purchaser or the Tokens being acquired, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of countrywide or territory-wide Sanctions; and (iv) to the extent that the Purchaser has any Beneficial Owners[1], they have carried out thorough due diligence to establish the identities of those Beneficial Owners and based on that due diligence, the Purchaser reasonably believes that no Beneficial Owner is a Prohibited Person; they hold the evidence of those identities and status and will maintain such evidence for at least five (5) years from the date of the Purchaser’s complete redemption from the Company and they agree to make available that evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations.
The Purchaser acknowledges to the Company that If any of the representations and warranties in the preceding clause ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, despite any other agreement to the contrary, the Company may, in accordance with applicable regulations, be obligated to do one or more of the following:
If the Company is required to take any of the actions referred to herein, the Purchaser understands and agrees with the Company, that it has no claim against the Company or any of the Indemnified Parties for any damages as a result of any such actions. To the extent that the foregoing release endures for the benefit of any of the Indemnified Parties (whether existing or in the future), the Purchaser acknowledges, and by accepting this application the Company agrees, that the Company holds the benefit of release on trust for that person.
In order to comply with the anti-money laundering regulations applicable to the Company, the Purchaser acknowledges to the Company that the Tokens will not be issued until the Company is satisfied that evidence regarding the source of the purchase amounts and the identity of the Purchaser is satisfactory. If, as a result of any information or other matter which comes to his attention, any person resident in The Netherlands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the relevant authority in The Netherlands if the disclosure relates to criminal conduct or money laundering, or (ii) any authority pursuant to the Terrorism Law if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property; and such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
By agreeing to these Terms, the Purchaser consents to the disclosure by or on behalf of the Company of any information about the Purchaser to regulators and others upon request in connection with money laundering and similar matters, both in The Netherlands and in other jurisdictions.
Claims
The Company, together with the Indemnified Parties, shall not be liable in any way or in any event in respect of any claim under these Terms if such claim was not made within the 6-month period commencing from the date that you receive the Tokens (the “Claim Period”). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled, or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made unless proceedings in respect thereof shall have been commenced against the Company and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Company.
For the avoidance of doubt, nothing in these Terms shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim under these Terms, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have already recovered damages in respect of the same fact or subject matter.
Future migration of the Tokens
We reserve the right to migrate the Carbify Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Carbify Ecosystem. Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Carbify Ecosystem or any other operational matters, except with respect to the migration process. If the Tokens are migrated to another protocol, the practical utility of Pre-existing Tokens will likely diminish rapidly once Replacement Tokens are created and in use by a significant portion of the Carbify Ecosystem participants. You acknowledge and agree that for you to continue to participate in the Carbify Ecosystem or obtain utility from the Tokens you may need to convert the Tokens you receive to Replacement Tokens in the future.
Information and personal data
You acknowledge that you have read and understand the Company’s Privacy Policy available on the Website.
Upon the Company’s request, you will immediately provide to the Company information and documents that the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti-money laundering laws applicable in The Netherlands. Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules, or agreements. Your failure to provide accurate and complete information required for your receipt of the Tokens may result in delays, losses, costs, non-delivery of refunds of the Tokens, or other issues. You acknowledge that the Company may refuse to distribute the Tokens to you and/or provide access to your account until such requested information and/or documents are provided. The Company reserves the right to request further information and documentation at any time at its sole discretion. The Company may refuse your access or purchase should it have doubts as to the validity, authenticity, and genuineness of the documents, provided by you. You agree that the Company shall not be liable for any loss arising as a result of the delay or non-delivery of the Tokens to you or any other actions taken by the Company described in this section, and you hereby waive all claims against the Company arising from such losses. You agree to indemnify and hold harmless the Company, against any loss incurred by the Company due to any such information or documentation not being provided by you. You agree that the Company will process all personal data you provide or make available during the Token Sale, including without limitation:
In addition to the information set out above, the Company collects information from running its Website, provided thereto, and processes such information. When you visit the Website, the Company collects information sent by your computer, mobile phone, or another 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 the Company’s website, 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. When you access the Website, the Company or its applicable third-party service providers on behalf of the Company may place small data files called cookies on your computer or another device. The Company uses these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or another access device to mitigate risk, help prevent fraud, and promote trust and safety. Processing of personal data is any operation or set of operations that is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The Company may share your personal data with third parties in order to complete the Token Sale, reveal or suppress fraud or fix technical bugs or eliminate security problems. The Company may disclose your personal data to its Associated Parties or third-party service providers in so far as is necessary to complete the Token Sale and fulfill the purposes set out below. The processing of your personal information shall otherwise be in accordance with the terms of the Company’s Privacy Policies in effect. You agree that the Company will process your personal data to market, and conduct and perform technical analysis on the completion of the Token Sale. Processing of your personal data will also be carried out in order to: (a) fulfill the Company’s obligations under these Terms and under applicable law (including to comply with applicable anti-money laundering requirements); (b) complete your registration; (c) provide technical support and; (d) to assist the Company in the development of the Carbify Ecosystem and the performance of the activities set out in the Greenpaper. You acknowledge and agree that you may receive commercial electronic messages and advertising materials from the Company or third parties by order of the Company on the e-mail address and the mobile phone number that you provided to the Company throughout the use of the Website. At any time you will be entitled to withdraw your consent to receive such materials by following the instructions provided in the materials.
Miscellaneous
The Company is not liable for failure to perform caused by an unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of the 3rd party blockchain or another similar platform, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the Party injured by the other’s inability to perform may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances. The Party experiencing the force majeure circumstances shall cooperate with and assist the injured Party in all reasonable ways to minimize the impact of force majeure on the injured Party.
These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Company, and supersede all prior or contemporaneous agreements and understandings (including without limitation the Greenpaper, the Website or any other marketing material), both written and oral, between you and the Company. The Company may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Company makes changes, it will as soon as practicable post the amended Terms on the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.
The Purchaser and the Company agree that if any provision of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction, and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Company shall not be deemed a modification of these Terms nor be legally binding.
Purchasing (whether through an intermediary or otherwise), holding, and/or using the Tokens does not create any form of partnership, joint venture, or any other similar relationship between you and us, nor cause the Parties to be deemed acting in concert in any respect.
The Company (or the Associated Party, as the case may be) retains all right, title and interest in all of that entity’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Company’s (or the relevant Associated Party’s) intellectual property for any reason whatsoever.
If there is more than one person comprising a Purchaser, then all representations, warranties, acknowledgments, undertakings, and agreements by the Purchaser bind those persons jointly and each of them individually, and all benefits in favor of the Purchaser benefit those persons jointly and each of them individually.
You shall under no circumstances be entitled to assign or novate your rights and obligations under these Terms (including without limitation the right to claim any of the Tokens purchased). The Company may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Company may require for the purpose of effecting any such assignment or novation by the Company.
The Purchaser acknowledges and agrees that the Company intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or requests are fully supported and documented by the law in the relevant jurisdictions in the Company’s judgment. The Purchaser hereby acknowledges and agrees that the Purchaser has read, understands, and is bound by such cooperation efforts made by the Company.
Currently, only English versions of any Company’s communications are considered official. The English version shall prevail in case of differences in translation.
These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of The Netherlands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court/arbitrator order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.
Any dispute arising out of or related to these Terms is personal to Purchaser and the Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempt to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Any sections or terms, which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms.
These Terms do not limit any rights that the Company may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Company, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Company.
All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.
Any company, party or another identifiable person who is not a Party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.
You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Company provides to you, including these Terms, will be provided in electronic form. These Terms have been entered into for and on behalf of the Company. If you have any questions regarding these Terms, please contact us at info@carbify.io.
[1] For these purposes, “Beneficial Owners” include, but are not be limited to the following: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund of funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person represented by the Purchaser in an agency, representative, intermediary, nominee or similar capacity. If the Beneficial Owner is itself an entity the information and representations set forth in this Application Form must also be given with respect to its individual Beneficial Owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its Beneficial Owners.
Right to Amend
Carbify reserves the right to modify, change, add, or remove portions of these Terms and Conditions at any time without prior notice. Changes will be effective immediately upon posting on the Carbify website or other official channels. It is the Purchaser’s responsibility to review these Terms and Conditions periodically for updates or changes.
