Fundraiser Participation Terms and Conditions
Published June 2018
Last updated on 8/6/2018.
These Fundraiser Participation Terms and Conditions (the “Agreement”) contain the terms and conditions that govern the distribution of the OCEAN Token to Participants.
The Agreement governs the relationship between you or the entity that you represent (the “Participant”, “you” and ”your”) and Poseidon Operations Ltd, registered under the laws of Malta, with registration number C86675and having its registered address situated at Level G, (Office 1/1052), Quantum House, 75, Abate Rigord Street, Ta’ Xbiex XBX 1120, Malta, together with its partners and affiliates ( “Poseidon”, “us”, and “our”).
You and Poseidon are hereinafter referred to, individually as a “Party,” and collectively as the “Parties.”
1.1 Account – online account created by the Participant on the Website;
1.2 Asset –means movable and immovable property of any kind;
1.3 Blockchain – a type of DLT, comprised of unchangeable, digitally recorded, data in packages called blocks;
1.4 Bitcoin – an open blockchain platform;
1.5 BTC – the short name for the DLT asset ‘bitcoin’ used within Bitcoin;
1.6 Contribution– the act of contributing Funds towards Poseidon in return for OCEAN Tokens which may facilitate transactions to purchase carbon credits, or purchase a service that offers an opportunity to contribute towards emission reduction projects;
1.7 Crypto asset – a decentralised convertible Asset that is intrinsically dependent on, or utilises, DLT. Crypto asset is math-based peer-to-peer DLT Asset that uses cryptography to implement a secure, distributed info-economy;
1.8 Distributed Ledger or DLT– means a database system in which information is recorded, consensually shared, and synchronised across a network of multiple nodes;
1.9 Donation– the act of irrevocably and gratuitously transferring Funds to Poseidon which are solely used to purchase carbon credits that support emission reduction;
1.10 Electronic Money- means what is stated in Article 2(2) of Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009;
1.11 Ethereum– an open Blockchain platform;
1.12 ETH – the short name for the DLT asset ‘ether’ used within the Ethereum Blockchain platform at https://ww.ethereum.org/;
1.13 Euro and € -means the lawful currency of the Eurozone;
1.14 Financial Instrument – means what is stated in Article 4(1)(15) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014;
1.15 Funds –means: BTC; ETC; Euros; XLM;
1.16 Fundraiser – means all the Funds raised by Poseidon, until the 31 July 2019, to support the Poseidon Foundation’s purpose, subject to these terms and conditions;
1.17 OCEAN Token – a VFA used within the Poseidon Platform;
1.18 Participant– the legal or natural person that participates in the Fundraiser by making a Contribution or Donation;
1.19 Platform - the “Poseidon Platform” operated by Poseidon;
1.20 Poseidon Foundation– is a non-profit foundation registered under the laws of Malta bearing certificate of registration number LPF-274 and with its registered address located at Ewropa Business Centre, Level three (3), Suite seven hundred and one (701), Triq Dun Karm, Birkirkara,which is a 100% owner of Poseidon Operations Ltd;
1.21 Public Round- means the process in which Poseidon, through the Platform, shall receive from Participants Contributions in exchange for OCEAN Tokens, or Donations, within the pre-established time-frames, at pre-established prices, subject to these terms and conditions.
1.22 Services – any services provided by Poseidon and/or its affiliates, including the services available to registered Participants on the Website;
1.23 Smart contract - a form of technology arrangement consisting of - (a) a computer protocol; or (b) an agreement concluded wholly or partly in an electronic form, which is automatable and enforceable by computer code, although some parts may require human input and control, and which may be also enforceable by ordinary legal methods or by a mixture of both;
1.24 Stellar Blockchain – the open Blockchain platform chosen to power the Platform;
1.25 Valid KYC Documentation– KYC documentation that have been verified by Poseidon according to good practice and Poseidon’s procedures;
1.26 Wallet – any type of wallet used for storage of digital assets;
1.27 Website – https://poseidon.eco;
1.28 Whitepaper – the document located at the Website describing the Poseidon Foundation’s project and strategic model;
1.29 Virtual Financial Asset or VFA - any form of digital medium recordation that is used as a digital medium of exchange, unit of account, or store of value and that is not - (a) Electronic Money; (b) a Financial Instrument; or (c) a Virtual Token;
1.27 Virtual Token - a form of digital medium recordation that has no utility, value or application outside of the DLT platform on which it was issued and may only be redeemed for funds on such platform directly by the issuer of such DLT asset: Provided that Electronic Money shall be excluded from this definition;
1.30 XLM – the short name for the digital asset “Stellar Lumens” used within the Stellar Blockchain platform;
2. Purpose of Poseidon’s Fundraiser
2.1 The Poseidon Foundation is a non-profit foundation registered in Malta that empowers everyone to offset their carbon footprint using a novel Blockchain Platform. This Platform revolutionizes the way carbon markets operate by providing a transparent and traceable way to transact as little as a gram of carbon credit in, amongst other applications, the retail sector at the point of sale.
2.2 Poseidon, 100% owned by the Poseidon Foundation, will be holding a Fundraiser.
2.3 Funds gathered through the Fundraiser will be used to purchase carbon credits as well as to pursue the objective of the Poseidon Foundation. All the carbon credits purchased by the Poseidon Foundation will be land-based and support forest conservation in areas as for example the Peruvian Amazon. The objective of the Poseidon Foundation is to develop, promote, assist, execute or carry out projects, programs, initiatives or activities, which support or contribute to promoting, widening and disseminating knowledge about the international threat of climate change. The Poseidon Foundation implements its objective through Poseidon which utilises the Platform that integrates carbon credits into everyday life, enabling the transparent accountability for one’s carbon footprints with every purchase.
2.4 The OCEAN Tokens may be used immediately by Participants on the Platform, both to rebalance carbon footprints and to purchase carbon credits.
3. Acceptance of the Agreement
3.1 This Agreement comes into effect at the moment you register on the website.
3.2 This Agreement constitute a legally binding Agreement between you and Poseidon and governs your use of Poseidon’s Website. Please read this Agreement carefully.
3.3 Poseidon reserves the right to make changes to this Agreement at any time without notice. Any such changes will become effective upon the posting of the revised Agreement on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Website and/or the Services following any such revisions to the Agreement will constitute your acceptance of such changes.
3.4 Poseidon shall have the right to change or remove the Website (temporarily or permanently) at any time without indicating the reasons to such changes or removal and you confirm that Poseidon shall not be liable to you for any such change or removal.
3.5 Use of the Website and/or the Services is limited to parties that are 18 years of age or older and can lawfully enter into and form contracts under applicable law.
4. Your Account
4.1 In order for you to be able to start using the Website, you must first register with Poseidon and open an account (“Account”). Poseidon will provide you with a unique login ID and password. Poseidon is entitled to refuse to register you without indicating any reasons.
4.2 You agree that all information that you give us, such as, but not limited to, valid identification, address and email, during the term of validity of this Agreement is complete, true, correct and that you will immediately notify Poseidon of changes to such information or change such details by yourself on the Website.
4.3 Poseidon reserves the right to suspend the usage of the Account until your identity is completely verified.
4.4 It is your sole and exclusive responsibility to ensure that your login details are kept securely. You must not disclose your login details to anyone as this would constitute a breach of this Agreement. We recommend that you never share or disclose your Account information with anyone. You should create a complex and secure password, change your password from time to time and always log out when you are finished from using the Account. We shall not be responsible for any abuse or misuse of your Account by third parties due to your disclosure, whether intentional or accidental, active or passive, of your login details to any third party.
4.5 You shall not use the Website for any purpose that is unlawful or prohibited by this Agreement and legal requirements. Your registration implies your confirmation and a guarantee that by using the Website, you will act honestly and in such way that it would meet the interests of both you and Poseidon. Poseidon reserves the right to refuse or close an Account without prior notice if the use of the Website is unlawful or unacceptable.
5. Your Obligations
5.1 A number of participation requirements set forth on the Website have to be met in order to be able to participate in the Fundraiser.
5.2 To participate in a Public Round, you must participate within the stipulated periods and in such manner as set forth on the Website.
5.3 Poseidon has the right to refuse selling OCEAN Tokens to anyone who does not meet the above-mentioned criteria for their buying, as set out in this Agreement, the Website and by the applicable law.
5.4 You understand and acknowledge that the purchase and sale of Crypto assets of any kind involves risks. Due to possible price fluctuations, both the rate applied to OCEAN Tokens within the Poseidon Platform as well as the rate at which OCEAN Tokens may the traded on external exchanges may increase and decrease at any time.
6. The Fundraiser
6.1 Poseidon has created a fixed total supply of thirty-six billion (36,000,000,000.00) OCEAN Tokens based on the Stellar Blockchain.
6.2 Participation in a Public Round will be in a form of a Contribution or Donation. Poseidon may decide, at its own discretion, to accept other Funds and other methods of payment, from Participants, as may be communicated by Poseidon on its website before or during the Fundraiser.
6.3 From the total issuance of 36 billion OCEAN Tokens, 50% are reserved for Contributions, 30% will form the liquidity pool, 12.5% will go to the Poseidon Foundation to support future growth and recruitment, and 7.5% will be distributed to the wider Poseidon Team.
6.4 In each Public Round: 80% of the Contributions will be used to purchase carbon credits, while the remaining 20% will be used to pursue the objective of the Poseidon Foundation; and 100% of the Donations will be used to purchase carbon credits.
6.5 For the duration of the Fundraiser, the value of one OCEAN Token has been fixed to the estimated value of the carbon markets, $10 billion, divided by the total number of OCEAN Tokens, 36 billion, resulting in a token value of $0.2778. As the Poseidon Foundation and Poseidon are registered in Europe and therefore operate in Euro, an equivalent value of €0.2400 has been set for one OCEAN Token for the duration of the Fundraiser.
6.6 The Public Rounds commence on the 16thof June 2018 (16/06/2018) and run in three distinct rounds until the 19thof May 2019 (19/05/2019), as illustrated below:
Public Round 1
Start: 16 June 2018, noon GMT
End: 29 July 2018, 11:59 PM GMT
OCEAN Token Value Discount: 35%
OCEAN Token Price: €0.1560
Public Round 2
Start: 16 February 2019, noon GMT
End: 24 March 2019, 11:59 PM GMT
OCEAN Token Value Discount: 20%
OCEAN Token Price: €0.1920
Public Round 3
Start: 01 June 2019, noon GMT
End: 30 June 2019, 11:59 PM GMT
OCEAN Token Value Discount: 5%
OCEAN Token Price: €0.2280
7. OCEAN Tokens Rights and Attributes
7.1 OCEAN Tokens are instruments of payment that allow the token holder to purchase carbon credits on the Poseidon Platform and retire carbon credits on the Poseidon Platform in order to support emission reduction projects.
7.2 Your use of OCEAN Tokens shall be subject to this Agreement and any other terms and conditions of the Platform made available on the Website or through any other medium as deemed appropriate by the Poseidon Foundation.
7.3 There are no guarantees of the future use or value of OCEAN Tokens, which may be zero.
7.4 Although Poseidon shall endeavour to provide or offer you with the products or Services described in this Section, Poseidon shall not be bound to do so.
7.5 You cannot expect to make a profit from OCEAN Tokens and shall have no expectation of profit from the future success of Poseidon’s platform and/or the efforts of Poseidon, the Poseidon Foundation or other persons.
7.6 OCEAN Tokens do not represent ownership interests or grant ownership, control and voting rights in Poseidon, nor do they grant any rights of participation in the capital of the issuer; right to receive proceeds from the liquidation of issuer in excess of nominal value; right of entry in the register of shareholders; right to a principal amount due of fixed sum with fixed/ variable maturity; or right to entry in the register of debenture holders; right to acquire or sell a transferable security, or right to an amount settled in cash determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measure.
7.7 It is within Poseidon’s discretion to unilaterally make decisions on spending, investing and otherwise using the Funds donated or contributed to it during the Fundraiser.
7.8 Poseidon aims to offer the ability to redeem OCEAN Tokens from the 16thof June 2018. Nonetheless, Poseidon reserves the right to refuse the acceptance of OCEAN Tokens at its discretion.
7.9 The distribution of OCEAN Tokens and the OCEAN Tokens themselves are not securities, commodities, swaps on either securities or commodities or a Financial Instrument of any kind. Purchases and sales of OCEAN Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a Financial Instrument, security, commodity, or a swap on either a security or commodity.
7.10 You should not purchase OCEAN Tokens for investment purposes. Such tokens are not designed for investment purposes and should not be considered as a type of investment. You acknowledge, understand and agree that holding OCEAN Tokens does not constitute a guarantee, representation or warranty that the holder will be able to use the Platform.
7.11 You acknowledge and agree that you are not purchasing OCEAN Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
7.12 You acknowledge that all purchases of OCEAN Tokens are final and non-refundable, and Poseidon is not required to provide a refund for any reason and that you will not receive money or other compensation in lieu of a refund, and you consent to no right of withdrawal from the Fundraiser.
7.13 If there are any regulations imposed that may affect OCEAN Tokens’ rights and attributes, the terms and conditions of this Agreement and other terms regulating the usage of OCEAN Tokens may be changed significantly by Poseidon to ensure compliance with such regulatory requirements.
8. Security and Data; Taxes
8.1 You will implement reasonable and appropriate measures designed to secure access to:
8.1.1 any device associated and utilised in connection with your purchase of OCEAN Tokens;
8.1.2 private keys to your wallet or Account; and
8.1.3 any other Participant name, passwords or other login or identifying credentials.
8.2 In the event that you are no longer in possession of your private keys or any device associated with your Account, you may lose all of your OCEAN Tokens and/or access to your Account.
8.3 You acknowledge, understand and agree that Poseidon is unable to access any user wallets and is therefore technically unable to recover any OCEAN Tokens that have been lost, stolen or destroyed due to your failure or negligence in maintaining an appropriate level of security in accordance with this sub-clause. You furthermore acknowledge, understand and agree that Poseidon is under no obligation to support you in the recovery of any OCEAN Tokens that have been lost, stolen or destroyed.
8.4 Upon Poseidon’s request, you will immediately provide to Poseidon, information and documents that Poseidon, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation, judicial process. Such documents include, but are not limited to, copies of a passport, driver’s licence, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to Poseidon disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that Poseidon may refuse to distribute OCEAN Tokens to you until such requested information is provided.
8.5 You acknowledge, understand and agree that:
8.5.1 the purchase and receipt of OCEAN Tokens may have tax implications for you;
8.5.2 you are solely responsible for your compliance with tax obligations; and
8.5.3 Poseidon bears no liability or responsibility with respect to any of your tax obligations.
9.1 YOU ACKNOWLEDGE AND UNDERSTAND THE RISKS SET OUT IN THIS CLAUSE AND THAT OCEAN TOKENS HAVE NO VALUE. YOU MAY LOSE ALL AMOUNTS CONTRIBUTED. ACCORDINGLY, YOU HAVE CAREFULLY REVIEWED AND ACKNOWLEDGE, UNDERSTAND AND ASSUME THE RISKS SET OUT IN THIS CLAUSE, AS WELL AS OTHER RISKS ASSOCIATED WITH THE OCEAN TOKENS (INCLUDING ALL THOSE WHICH ARE NOT SET OUT IN THIS AGREEMENT), ALL OF WHICH WOULD RENDER THE OCEAN TOKENS WORTHLESS OR OF LITTLE VALUE.
9.2 OCEAN Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, intellectual property rights or any other form of participation relating to Poseidon.
9.3 The Stellar Blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Stellar network in an attempt to gain an advantage in purchasing Crypto assets.
9.4 You acknowledge, understand and agree that OCEAN Tokens may have no value, there is no guarantee or representation of liquidity for the OCEAN Tokens; and that Poseidon is not and shall not be responsible or liable for the secondary market value of OCEAN Tokens, the transferability and/or liquidity of OCEAN Tokens and/or the availability of any market for OCEAN Tokens through third parties or otherwise.
9.5 OCEAN Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organisations may attempt to interfere with the OCEAN Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. In these events, there may be no remedy and holders of OCEAN Tokens are not guaranteed any remedy, refund or compensation.
9.6 OCEAN Tokens purchased by you may be held in your digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault will result in loss of such OCEAN Tokens, access to your OCEAN Tokens’ balance and/or any initial balances in Blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your OCEAN Tokens. Poseidon is not responsible for any such losses.
9.7 Even if completed, the software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that such third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the software and platform.
9.8 The software is still under development and may undergo significant changes over time. Although Poseidon intends for the software to have the features and specifications set forth in the White Paper, Poseidon may make changes to such features and specifications for any number of reasons, and any party that adopts the software and launches the Platform may also make changes, any of which may imply that the platform does not meet your expectations.
9.9 The development of the software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
9.10 Even if the software is finished and adopted and the Platform is launched, the ongoing success of the platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the platform.
9.11 The regulatory status of Crypto assets, digital assets and Blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect Crypto assets, digital assets, Blockchain technology and its applications. Such changes could negatively impact OCEAN Tokens in various ways, including, for example, through a determination that OCEAN Tokens are regulated financial instruments that require registration. Poseidon may cease the distribution of OCEAN Tokens, the development of the software or cease operations in a particular jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
9.12 FOR THE AVOIDANCE OF ANY DOUBT, CITIZENS OF THE U.S.A., CANADA, CHINA, INDIA AND NORTH KOREA, AS WELL AS ANY OTHER JURISDICTION THAT FORBIDS OR RESTRICTS CONTRIBUTIONS IN VFA FUNDRAISERS, ARE NOT PERMITTED TO PARTICIPATE IN THE SALE OF OCEAN TOKENS. POSEIDON WILL UNDERTAKE ITS BEST EFFORTS TO RESTRICT THE POSSIBILITY OF SUCH CITIZENS TO PURCHASE OCEAN TOKENS DURING THE POSEIDON FUNDRAISER. ANY ATTEMPT TO CIRCUMVENT THIS AGREEMENT WILL RESULT IN OCEAN TOKENS NOT BEING ISSUED, AND THE PAYMENT THEREOF BEING RETURNED TO YOU. POSEIDON RESERVES THE RIGHT TO STILL CHARGE A PROCESSING FEE WHEN YOU ARE FOUND TO BE IN BREACH OF THIS AGREEMENT.
9.13 As noted above, the industry in which Poseidon operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Poseidon and/or pursue enforcement actions against Poseidon. Such governmental activities may or may not be the result of targeting Poseidon in particular. All of this may subject Poseidon to judgments, settlements, fines or penalties, or cause Poseidon to restructure its operations and activities or to cease offering certain products or services, all of which could harm Poseidon’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the OCEAN Tokens and/or the development of the software.
10. Liability and indemnification
10.1 To the fullest extent permitted by applicable law, you hereby waive and disclaim any right or cause of action against Poseidon in any jurisdiction that would give rise to any damages. Poseidon shall not be liable to you for any type of damages, even if and notwithstanding the extent that Poseidon has been advised of the possibility of such damages. You agree not to seek any refund, compensation or reimbursement from Poseidon, regardless of the reason and regardless of whether the reason is identified in this Agreement.
10.2 In no circumstances will the aggregate liability of Poseidon, whether in contract, warrant, tort or otherwise, for damages to you under this Agreement, exceed the amount received by Poseidon from you.
10.3 You understand and agree that Poseidon shall not be liable and you shall be responsible for all liability in connection with any force majeureevent, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or Smart contract bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interests rates or other monetary conditions, and, for the avoidance of doubt, changes to any Blockchain-related protocol.
10.4 To the fullest extent permitted by applicable law, you release Poseidon 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 you and the acts of omissions of third parties.
10.5 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless and reimburse Poseidon from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Poseidon arising from or relating to:
10.5.1 your purchase or use of OCEAN Tokens;
10.5.2 your responsibilities or obligations under this Agreement;
10.5.3 your breach of or violation of this Agreement;
10.5.4 any inaccuracy in any representation or warranty by you;
10.5.5 your violation of any rights of any other person or entity; and/or;
10.5.6 any act or omission committed by you, that is negligent, unlawful or constitutes wilful misconduct.
10.6 Poseidon reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Poseidon.
11. Disclaimers and waivers
11.1 You expressly acknowledge, understand and agree that the purchasing and using of OCEAN Tokens is done at your own sole risk and that OCEAN Tokens are provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Poseidon and you shall rely on its own examination and investigation thereof.
11.2 POSEIDON DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND WITH RESPECT TO THE DISTRIBUTION OF THE OCEAN TOKENS , THE COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
12.1 You are responsible for maintaining the confidentiality and security of your Account ID and password, and accept responsibility for all activities that occur under your Account or password. You must notify Poseidon immediately in the event that the security of your login or password has been breached or compromised.
12.2 You are also responsible for maintaining adequate security and control of any and all identification numbers, private keys, or any other codes that you use to access the Website and/or use of the OCEAN Tokens.
12.3 You agree not to hold Poseidon liable for any loss arising out of, or in any way connected to, your failure to properly secure and keep private your Account information, email address, any password, private keys and any other identification numbers/codes used in connection with participation in the Fundraiser and usage of the OCEAN Tokens.
12.4 Poseidon shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.
12.5 Poseidon does not guarantee the confidentiality or privacy of any communication or information transmitted on the Website or any site linked to the Website. Poseidon will not be liable for the privacy or security of information, e-mail addresses, registration and identification information, disk space, communications, confidential or proprietary information, or any other content transmitted over networks accessed by the site, or otherwise connected with your use of the Website.
13.1 In order to participate in a Public Round and use OCEAN Tokens, you understand and acknowledge that you must provide your personal data in order to be able to register and make use of our Website.
13.2 We integrate third-party tools for the carrying out of KYC/AML checks on our contributors and early adopters. You acknowledge that in collecting your personal details as stated in Section 13.1, the third-party provider will protect your personal data and respect your privacy in accordance with best business practices and all applicable laws.
13.3 You permit the transfer of your personal data to Poseidon by the third-party provider, which may be done at the discretion of Poseidon. When gaining access to your personal data Poseidon will protect your personal data and respect your privacy in accordance with best business practices and all applicable laws.
13.4 Your personal data that you provide will be used to identify you as the token holder and to execute this Agreement.
13.5 You confirm that you have entered correct data about yourself in every required form and that going forward, when changing or adding any data on the Website, you will enter only correct data. You shall bear any losses that occur regarding the submission of invalid/incorrect data.
14. No other rights created
14.1 This is not a loan to Poseidon or the Poseidon Foundation and this does not provide you with any ownership or other interest in Poseidon.
14.2 Poseidon and the Poseidon Foundation retain all rights to, titles and interests in all of their intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You may not use any of Poseidon’s and the Poseidon Foundation’s intellectual property for any reason without Poseidon’s and the Poseidon Foundation’s prior written consent, respectively.
15. Your representations and warranties
15.1 By purchasing OCEAN Tokens, you covenant, represent and warrant to Poseidon that you have all the requisite power and authority to execute and deliver this Agreement, to use and purchase OCEAN Tokens and to carry out and perform the obligations under this Agreement. Accordingly, if you are an individual, you shall represent and warrant that you are at least 18 years old and of sufficient legal age and capacity to purchase the OCEAN Tokens. If you are a legal person, you shall represent and warrant that you are duly organised, validly existing and in good standing under the laws of your domiciliary jurisdiction, and every other jurisdiction where you conduct your business.
15.2 The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
15.2.1 any provision of your organisational documents, if applicable;
15.2.2 any provision of any judgement, decree or order, by which you are bound of or by which any of your assets are subject to;
15.2.3 any material agreement, obligation, duty or commitment to which you are a party of and by which you are bound to; or
15.2.4 any laws, regulations or rules applicable to you.
15.3 The execution and delivery of, and performance under this Agreement requires no approval or other action from any governmental authority or person other than you.
15.4 You represent and warrant that you are legally permitted to participate in the Fundraiser and you are legally permitted to receive and hold VFAs, digital assets, Crypto assets and OCEAN tokens.
15.5 You represent and warrant that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of Blockchain, DLT, VFAs, Crypto assets and other digital assets, Smart contracts, storage mechanisms (such as digital, Crypto or VFA wallets), Blockchain based software systems and Blockchain technology, to be able to evaluate the risks and merits of your OCEAN Token purchase and are able to bear the risks thereof, including loss of all the amounts paid, loss of OCEAN Tokens and liability towards the Company for its acts and omissions, including without limitation those constituting breach of this Agreement, negligence, fraud or wilful misconduct. You have obtained sufficient information in order to make an informed decision to purchase OCEAN Tokens.
15.6 You attest that you are not a criminal, are not associated with any criminal activity, and that all Funds that are used by you in connection with the Fundraiser and OCEAN Tokens purchase are free from any criminal association, are not the proceeds of crime, and are not derived from any criminal activity. You shall not use the OCEAN Tokens to finance, engage in, or otherwise support any unlawful activities.
15.7 To the extent required by applicable law, you have to comply with all anti-money laundering and counter-terrorism financing requirements.
15.8 You hereby certify to us that any Funds used by you in connection with participation in the Fundraiser are either owned by you or that you are validly authorised to carry out transactions using such Funds.
16. Termination of agreement
16.1 The term of this Agreement is for a period of time when you successfully register on the website until this Agreement is terminated for whatever reason.
16.2 At any time and for any reason in its sole discretion, Poseidon may terminate this Agreement, your access to the Fundraiser and/or the Website, your Account and may halt any pending transactions and/or Funds and/or OCEAN Tokens without giving notice to you. Poseidon shall have no liability or obligation for the termination of this Agreement.
16.3 In case of termination of this agreement for any reason you will not be refunded with any amount of OCEAN Tokens.
16.4 Termination of the Agreement shall not affect any of the rights or remedies that Poseidon may have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
17. Dispute Resolution, Applicable law and Jurisdiction
17.1 You and Poseidon shall cooperate in good faith to resolve any dispute, controversy or claim (including non-contractual disputes or claims) arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof. If the Parties are unable to resolve a dispute within ninety (90) days of notice of such dispute being received by all Parties, such dispute shall be finally settled by Binding Arbitration as defined in Section 17.2.
17.2 Each Party irrevocably agrees that any dispute not resolved within ninety (90) days as set forth in Section 17.1 shall be finally settled by arbitration in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force, which shall be deemed to be incorporated by reference into this Agreement. The number of arbitrators shall be one. The place of arbitration shall be Malta. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 17.4 herein. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgement upon the award may be entered by any court having jurisdiction thereof and having jurisdiction over the relevant Party or its assets. Poseidon and you will each pay the respective attorneys’ fees and expenses.
17.3 Any dispute arising out of or related to this Agreement is personal to you and Poseidon and shall 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 attempts to resolve a dispute as a representative of another individual or group of individuals. Furthermore, 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.
17.4 This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of Malta, 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.
18. Miscellaneous provisions
18.1 You shall not assign this Agreement without the prior written consent of Poseidon. Any assignment or transfer in violation of this Section will be void. Poseidon may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties, will be binding upon and inure to the benefit of their respective successors, assignees, heirs, executors, administrators and legal representatives.
18.2 This Agreement and the materials incorporated herein by reference constitute the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Poseidon about the OCEAN Tokens, Poseidon software and platform and other Blockchain Assets.
18.3 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible, and the validity and enforceability of the other provisions of the Agreement will not be affected.
18.4 The digital token market is still in its relative infancy and there is not yet a uniform marked understanding or agreement on the nature of digital tokens. Given that the legislative and regulatory framework for digital fundraisers and VFA’s in Malta is currently being discussed, Poseidon will endeavour to comply with any law or obtain any licence which may become applicable to its Fundraiser and/or VFA related activities at a future date.
18.5 Poseidon may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website, Fundraiser and Platform at any time and at its sole discretion. Any such modified terms will become effective upon the posting of the revised terms or such policies and rules to the Agreement. It is your responsibility to check the Website regularly for modifications to this Agreement. Your continued participation in the Fundraiser and use of the OCEAN Tokens, the Website, the Platform, and of any other service provided by Poseidon will constitute acceptance of such changes.