Terms and Conditions of impactMarket’s $PACT Token IDO
1.1. These Terms and Conditions govern the impactMarket’s $PACT Token IDO, i.e. the execution of the buyer’s orders in relation to the purchase $PACT Tokens and the rights and obligations of the buyer and impactMarkets arising from the acquisition of $PACT Tokens.
1.2. Furthermore, these Terms and Conditions define the rights and obligations of the impactMarkets and the buyers of $PACT Tokens in relation to the access, use or other interactions with the Platform, including for the purpose of performing certain functionalities using the $PACT Tokens.
1.3. In these Terms and Conditions, and unless the context clearly indicates otherwise, the terms indicated below shall have the meanings that are attributed to them hereunder. Expressions used in the singular include the plural, and vice-versa.
Accompanying Documents: means other documents issued by impactMarkets and provided to the Token Holder in connection with the impactMarket’s $PACT Token IDO.
Affiliates: means, with respect to any specified person, any director, officer, partner, member, authorized representative, agent or employee of such person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person, and for purposes of this definition "control” (including, with correlative meanings, the terms, "controlled by” and "under common control with”), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.
Applicable Law: means all laws, rules, regulations and guidance, codes and requirements applicable, as appropriate, to the Token Holder, to impactMarket, to these Terms and Conditions, to the $PACT Tokens and any and all relations between the Token Holder and impactMarkets;
IDO: the initial sale in Polkastarter of 150M $PACT tokens (1.5% of total supply) to Token Holders under the present Terms and Conditions.
impactMarket: impactLabs, with registered office in Rua Irmãs Missionárias do Espírito Santo, n°37, 4715-213 Braga, Portugal, bearer of the Portuguese tax payer number 516228293, email: [email protected]
$PACT Token: a cryptographic utility token that is designed to be used on the Platform, under these Terms and Conditions and the Terms & Conditions of the Platform.
Platform: i.e., a decentralized financial infrastructure (DeFi) available for web and app (iOS and Android), for projects and causes of social impact and individuals without access to banking institutions and few financial resources. The objective is to empower people, social solidarity institutions, and impact companies through UBI (Unconditional Basic Income) contracts to manage and distribute monetary funds based on blockchain technology, greater transparency, efficiency, and access finance, intending to end extreme poverty by 2030.
Token Holder (or buyer): a person participating in the IDO in order to become a buyer and thus an owner of the $PACT Token as provided for under these Terms and Conditions;
Terms and Conditions: means these Terms and Conditions, as may be amended from time to time.
2.1. Not all persons are permitted to participate in the impactMarket’s $PACT Token IDO. Besides, the rules and regulations of the country in which the Token Holder resides, of which the Token Holder is a citizen, or in which the Token Holder has tax residency, as such country or territory may not permit the Token Holder to invest in cryptocurrencies of any kind and/or particularly the initial offerings of cryptocurrencies.
2.2. The impactMarket’s $PACT Token IDO is only intended for sophisticated purchasers who are knowledgeable and experienced in cryptocurrencies, blockchain and protocols. By purchasing, holding, or using the impactMarket’s $PACT Token IDO, the buyer acknowledges that transactions using cryptocurrencies (including cryptographic tokens) may be inherently unstable and agrees to accept all risks in connection therewith, and agrees that impactMarkets shall not liable for any loss that the Token Holder may suffer or incur, and further acknowledges, accepts and assumes the risks mentioned in clause 6 of these terms and Conditions and in the Accompanying Documents.
2.3. $PACT Tokens are intended to be marketed, offered and sold to persons only in those jurisdictions and to those persons where and to whom they lawfully may be offered for sale and for use (but excluding any prohibited jurisdiction, as further described below) (the "Permitted Jurisdictions”).
2.4. The marketing, issuance, offering and sale of $PACT Tokens is expressly being made in the permitted jurisdictions on the basis that $PACT Tokens do not constitute a security, financial instrument or other regulated investment or financial product in those jurisdictions such that a prospectus or other disclosure requirements and other investor safeguards and regulatory documents or licensing that are typically required in connection with a securities offering will not apply to the marketing, issuance, offering and sale of $PACT Tokens in the permitted jurisdictions. ImpactMarket is not licensed, registered or otherwise regulated in the permitted jurisdictions in relation to the marketing, issuance, offering and sale of $PACT Tokens.
2.5. The $PACT Tokens do not represent an equity, commodity or any other investment instrument. $PACT Tokens are not securities and shall not in any case be considered as such and the offer of $PACT Tokens has not been registered with any government entity or regulatory authority. The Token Holder acknowledges and agrees that $PACT Tokens do not represent any share, stake, debt or security or equivalent rights in impactMarkets. Holders of $PACT Tokens are only entitled to a limited and functional right to use them in connection with the Platform developed and/or operated in accordance with its Terms and Conditions.
2.6. ImpactMarket reserves the right to cancel any $PACT Tokens purchase at any time in impactMarkets’s sole discretion and without prior notice and without any liability or further obligation of any kind whatsoever to the Token Holder or any other party, in the event impactMarkets finds such measures reasonable and/or necessary in a particular situation, including, but not limited to, change of regulatory requirements, or upon suspicion or detection that the Token Holder does not primarily reside or is not domiciled in a permitted jurisdiction or are engaged in fraud.
2.7. Certain jurisdictions expressly prohibit or restrict the offer, sale and/or purchase of cryptocurrencies and/or cryptographic tokens, while other jurisdictions may require impactMarkets and/or the $PACT Tokens to be licensed, registered, authorised or otherwise regulated. Some other jurisdictions have or may have been excluded from the impactMarket’s $PACT Token IDO for other reasons, as determined by impactMarkets in its sole discretion. Persons (natural or legal) who are a resident or tax resident, have a domicile in, hold a green card of, or otherwise have a relevant connection with Belarus, the Central African Republic, the democratic republic of Congo, the Democratic People’s Republic of Korea, the Crimea Region of Ukraine, Cuba, the People’s Republic of China, Iran, Libya, Somalia, Sudan, South Sudan, Syria, the United States of America, Yemen, Zimbabwe or any other jurisdiction in which such activities is prohibited are excluded from participating in the impactMarket’s $PACT Token IDO and possessing and using a $PACT Tokens (each such territory, a "Prohibited Jurisdiction”).
2.8. $PACT Tokens may not be marketed, offered or sold directly or indirectly to any residents in or citizens/nationals of the Prohibited Jurisdictions and neither these Terms and Conditions nor any Accompanying Documents may be supplied to any residents in or citizens/nationals of the Prohibited Jurisdictions, or used in connection with the offer or sale of $PACT Tokens to residents in or citizens/nationals of the Prohibited Jurisdictions. The information contained in these terms and/or any Accompanying Documents will not constitute an offer to sell or an invitation, advertisement or solicitation of an offer to buy any $PACT Tokens within a Prohibited Jurisdiction. For the avoidance of doubt, the list of prohibited jurisdictions may be changed from time to time, irrespective of the awareness of impactMarkets and relevant amendments may be made to these terms. The Token Holder is only permitted to use the Platform and to purchase $PACT Tokens if the Token Holder primary residence or domicile is not in one of the Prohibited Jurisdictions. To the extent a resident from a prohibited jurisdiction attempts to enter into these terms, such purported participation is void and of no force or effect. Persons without legal capacity (notably, under the age of eighteen (18)) are not permitted to participate in the impactMarket’s $PACT Token IDO.
3.1. These Terms and Conditions and the Platform Terms and Conditions are effective and binding on the Token Holder, and the covenants, representations and warranties provided for in these Terms and Conditions and repeated, each time the Token Holder uses $PACT Tokens or use or access the Platform, or use or access any software impactMarkets provides access to on or through the Platform.
3.2. The Token Holder shall not participate in the IDO or access or use the Platform if the Token Holder is prohibited from participating, using or accessing it under the Applicable Law and/or law of the Token Holder country of residence (or tax residence) or country of nationality. If the Token Holder is in any manner limited or prohibited from the purchasing, possessing, transferring, using or otherwise conducting a transaction involving any amount of $PACT Tokens under Applicable Law or country of nationality, the Token Holder is prohibited from accessing, referencing, engaging, or otherwise using the Platform, including for the purchase of any $PACT Tokens.
3.3. ImpactMarket may change, modify, amend, alter or supplement these Terms and Conditions (each an "Amendment”) at any time in order to reflect (i) changes to any laws or regulations that may be, or which may otherwise become, applicable to the $PACT Tokens, (ii) any developments that may otherwise reasonably be capable of making a materially adverse effect on the $PACT Tokens or their offering by impactMarkets; or (iii) as impactMarkets may in good faith deem advisable to protect the reputation of impactMarkets or the effective operation of the Platform.
3.4. The Token Holder continued use of the Platform and of the $PACT Tokens after any such Amendment shall constitute the Token Holder consent to such Amendment and acceptance of the amended Terms (including the Accompanying Documents). If impactMarkets changes, amends, modifies, alters or supplements these Terms and Conditions (including any of the Accompanying Documents), impactMarkets shall publish on its website such amended version of these Terms and Conditions and/or the Accompanying Documents reflecting such Amendment to the Platform. The date of the most recent Amendment will be indicated at the top of the Terms or the relevant Accompanying Document. The revised Terms and Conditions will be effective upon the Token Holder subsequent use of the Platform after date of such posting. The Token Holder waives any right the Token Holder may have to receive specific notice of such changes or modifications. If the Token Holder does not agree to the Terms and Conditions in effect when the Token Holder access or use the Platform, the Token Holder must stop using the Platform.
3.5. These Terms and Conditions, the Platform Terms and Conditions, the Platform, and all content herein, therein or thereon, do not constitute an offer or solicitation to sell shares, securities or any other regulated financial product. None of the information or analyses presented herein, therein or thereon are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Platform are not, do not offer, and shall not be construed as an investment or financial product.
3.6. Subject to Applicable Law, impactMarkets reserves the right, in its sole discretion, to refuse to deliver the $PACT Tokens the Token Holder has purchased, and/or modify or to temporarily or permanently suspend or eliminate the Platform (or any part thereof) and/or disable any access to the Platform (including via use of the $PACT Tokens), including disabling or terminating access to the Token Holder Account or for any Person attempting access to the Platform from the Token Holder internet protocol address (for example, where there is a change in Applicable Law or where impactMarkets suspects that the Token Holder is engaging in illegal activities in connection with the Token Holder use of the Platform).
3.7. Where impactMarkets (i) makes any material Amendment to the Terms and Conditions prior to the delivery to the Token Holder of the $PACT Tokens that the Token Holder has purchased pursuant to the $PACT Tokens Sale; (ii) cancels or terminates the agreement prior to the delivery to the Token Holder of the $PACT Tokens that the Token Holder has purchased pursuant to the $PACT Tokens Sale; or (iii) refuses to deliver to the Token Holder the $PACT Tokens the Token Holder has purchased pursuant to the $PACT Tokens Sale, the Token Holder may request impactMarkets to provide a refund to the Token Holder. Upon such written request, impactMarkets will, subject to Applicable Laws endeavor to provide a refund to the Token Holder as soon as practicable. Where the Token Holder request is made pursuant to the circumstance in (i), impactMarkets is only obliged to provide a refund if such request is made prior to applicable Amendment taking effect.
4.1. In order to purchase the $PACT Tokens through impactMarkets’ Polkastarter IDO, the purchaser shall comply at all times the terms and conditions of Polkastarter and the requirements, including whitelisting, price and period of sale, disclosed in Polkastarter website and any Accompanying Documents.
4.2. 9By acquiring the $PACT Tokens, the Token Holder acquires the ownership of token recorded in the blockchain, and the right to assign such token to a subsequent acquirer, which, under the Terms and Conditions of the Platform, shall entitle the owner to certain utilities when interacting with the Platform, such as: (i) Voting power delegation. Any Token Holder can delegate voting power to themselves, someone they trust, or key participants of the protocol impactMarket, with the ability to influence the future direction and growth of the impactMarket protocol. Those with the most delegated voting power can be considered impactMarket Ambassadors.
(ii) Communities’ verification and validation. Each new UBI community will be submitted as a proposal and reviewed by Token Holders, who can vote for its approval. Verified communities are able to request funding directly from the DAO (Decentralised Autonomous Organisation);
4.3. In any case, the Token Holder acknowledges that $PACT Tokens shall have no intrinsic economic value associated and do not represent any financial claim against the issuer, such as a right to income (for example, profit or interest).
5.1. The Token Holder represents and warrants that:
(iii) The Token Holder has legal capacity in the jurisdiction where the Token Holder is a resident and is able to agree and enter into these Terms voluntarily and meet all other eligibility and residency requirements, including:
a. the Token Holder has full power, authority and capacity to comply with these Terms; and the
b. Token Holder enters into these Terms and Conditions based on the Token Holder own independent judgement and on advice from independent advisers (as applicable).
c. the Token Holder is fully able and legally competent to access and use the Platform and as well as to enter into and comply with these Terms and Conditions;
d. the Token Holder will not violate any Applicable Law or any other agreement to which the Token Holder is a party by entering into these Terms and Conditions or to comply with these Terms and Conditions, including all conditions, obligations, affirmations, representations and warranties set forth herein;
e. the Token Holder has all necessary and relevant experience and knowledge to interact or transact with cryptocurrencies, cryptographic tokens, the Platform, and blockchain-based systems, has a full understanding of the relevant frameworks of the foregoing, and has obtained sufficient information about impactMarkets, the Platform and $PACT Tokens to enter these Terms, and in particular the Token Holder has carefully and thoroughly read these Terms and Conditions and the Accompanying Documents;
f. the Token Holder is aware of all the merits, risks and any restrictions associated with cryptocurrencies, cryptographic tokens, blockchain-based systems, and accept responsibility for evaluating purchasing or using the foregoing;
g. neither the Token Holder nor any of the Token Holder Affiliates is a Prohibited Person, nor have the Token Holder or any of the Token Holder Affiliates engaged in any dealings or transactions with any Prohibited Persons;
h. the Token Holder is not at any time during the period of sale a citizen or permanent resident of and do not make the Token Holder transactions from the United States or any of its territories, including Puerto Rico, the U.S. Virgin Islands and other possessions of the United States (including, for the avoidance of doubt, a Person of dual or multiple nationalities who holds a U.S. passport);
i. the Token Holder is not a resident or tax resident of, is not domiciled in, and does not otherwise have any relevant connection with a Prohibited Jurisdiction or any jurisdiction in which entry into or performing the Token Holder obligations under these Terms or the delivery, holding, use or exchange of $PACT Tokens is unlawful or restricted in any material way or requires licensing, registration or approval of any kind (irrespective of whether use of a virtual private network or other technical workaround to effect such transaction and avoid detection within a Prohibited Jurisdiction enabled the Token Holder to obtain a $PACT Tokens);
j. neither the Token Holder nor any Person who controls the Token Holder or any Person for whom the Token Holder is acting as an agent or nominee, as applicable, resides in, is a national or agent of, or transfers funds from or through an account in a Non-Cooperative Jurisdiction, including but not limited to Cuba, Crimea, Iran, North Korea, Pakistan, Sudan, Syria, Vietnam, or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions;
k. the Token Holder will not access or use the Platform if any Applicable Laws prohibit the Token Holder from doing so in accordance with these Terms;
l. the Token Holder is not using and will not use the Platform or $PACT Tokens for any illegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;
m. the Token Holder has not entered or agreed to enter into these Terms in reliance of any warranty or representation except those specifically set forth in these Terms;
n. the funds the Token Holder uses to purchase $PACT Tokens are not the proceeds of any criminal, unlawful or illegal activity or money laundering or terrorist financing activity, each as interpreted in the broadest terms;
o. the $PACT Tokens the Token Holder purchase will not be used to facilitate any criminal, unlawful or illegal activity or to perform any money laundering or terrorist financing activity, each as interpreted in the broadest terms or otherwise in contravention of any Applicable Laws; and
(iv) and the Token Holder does not seek to purchase $PACT Tokens for any unlawful purpose, and in particular that:
a. the Token Holder purchases the $PACT Tokens only for the purposes expressly set out and permitted by these Terms and Conditions;
b. the Token Holder purchases the $PACT Tokens without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind;
c. the Token Holder participation in connection with any initiatives with the $PACT Tokens Sale, such as bonuses or air drops (if these are implemented at impactMarkets’s sole discretion), is lawful;
d. and all information given by the Token Holder is true, complete, valid and not misleading in any respect.
(v) Within the scope of the Terms and Conditions, impactMarkets does not act as a financial consultant of the Token Holder, and nothing in the relationship established by this agreement or in any communication of impactMarkets in this regard can be interpreted as configuring the obligation to provide, or the provision of, investment advice or recommendations.
5.2. The Token Holder undertakes and agrees not to:
(i) violate or assist any Person or entity in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization;
(ii) provide false, inaccurate, incomplete or misleading information to impactMarkets;
(iii) take or attempt to take any action or claim ownership of any property that infringes or would infringe upon: (A) impactMarket’s intellectual property interest in and to the Platform, or (B) any third party’s copyright, patent, trademark, or other intellectual property rights;
(iv) distribute unsolicited or unauthorized advertising, promotional or marketing material or any junk mail, spam, or chain letters;
(v) reverse engineer or disassemble any aspect of the Platform for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;
(vi) take any action that imposes an unreasonable or disproportionately large burden or load on impactMarkets’s infrastructure (including, but not limited to, servers, networks, data centers and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of impactMarkets;
(vii) transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
(viii) attempt to gain unauthorized access to the Platform, other systems of impactMarkets, computer systems or networks connected to the Platform, including through password mining or any other means;
(ix) or transfer any rights granted to the Token Holder under these Terms.
5.3. The Token Holder further represents and warrants that any funds the Token Holder use to purchase $PACT Tokens in the $PACT Tokens Sale are in each case the Token Holder own property.
5.4. The Token Holder acknowledges and agrees that impactMarkets enters into these Terms with the Token Holder in reliance on the representations and warranties provided for in this Section.
6.1. The Token Holder understands and acknowledges that $PACT Tokens, blockchain-based technologies and other associated and related technologies are not exclusively (or, as appropriate, at all) controlled by impactMarkets and adverse changes in market forces or the technology, broadly construed, may prevent or compromise impactMarkets’s performance under these Terms. As such, the purchase of $PACT Tokens carries with it a number of risks. Prior to purchasing $PACT Tokens, the Token Holder should carefully consider the risks listed herein and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with purchasing and holding of $PACT Tokens is unacceptable to the Token Holder, the Token Holder should not purchase $PACT Tokens.
6.2. ImpactMarket is subject to all of the business risks and uncertainties associated with any new business, including the risk that impactMarkets will not achieve its technological or operational objectives, which could result in a substantial decline in the utility of the $PACT Tokens. Before deciding to purchase the $PACT Tokens, the Token Holder should consider the risks and difficulties frequently encountered by early-stage companies that are similar to impactMarkets and operate in new and rapidly evolving markets, particularly those companies whose businesses depend upon developing new technologies and that rely on the internet and blockchain-based technology. These difficulties include, among others, the ability to:
(i) generate or increase revenues and manage costs;
(ii) increase awareness of impactMarkets;
(iii) offer compelling products or demonstrate utility;
(iv) secure adoption and/or market saturation;
(v) maintain current and develop new strategic relationships;
(vi) respond effectively to competitive pressures;
(vii) develop and upgrade technology;
(viii) attract, retain and motivate qualified personnel; and
(ix) raise additional capital.
6.3. ImpactMarket may be subjected to a variety of cyberattacks from time to time. Such attacks could result in the disruption of hardware and software systems, loss, misuse, misappropriation and corruption of data and information, including proprietary information or personal data, interruption of Seller operations, and lost competitive advantages, any of which could have a material adverse effect on impactMarkets’s business and ability to meet its strategic, operational and technological objectives. Any breach of data security that exposes or compromises the security of impactMarkets, the Platform and its assets, including any private digital keys linked to funds generated through this Offering could result in significant losses that materially impair impactMarkets’s ability to operate on a go-forward basis and adversely impact the value and utility of the $PACT Tokens.
6.4. Information that the Token Holder store or transfer through the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure events, or other disasters, including third party distributed denial of services attacks, scheduled or unscheduled maintenance, or other causes either within or outside of impactMarkets’s control. The performance of impactMarkets is subject to the following uncertainties, among others:
(i) worldwide growth in the adoption and use of blockchain technologies;
(ii) government and quasi-government regulation of blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
(iii) the maintenance and development of the open-source blockchain protocols and networks, and the effectiveness of the informal groups of (often uncompensated) developers that contribute to the protocols that underlie the networks;
(iv) disputes among the various developers or validators of the networks;
(v) the effectiveness of network consensus mechanisms to effectively secure the networks against confirmation of invalid transactions;
(vi) the failure of cybersecurity control or other security breaches of the networks;
(vii) the existence of undiscovered technical flaws in the networks;
(viii) the costs associated with performing transactions on different networks or using different protocols;
(ix) the development of new or existing hardware or software tools or mechanism, including advances in quantum computing;
(x) changes in consumer demographics and public tastes and preferences;
(xi) the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
(xii) general economic conditions and the regulatory environment relating to cryptocurrencies;
(xiii) hacking and theft of cryptocurrencies and tokens;
(xiv) popularity or acceptance of the cryptocurrency networks and the emergence of new cryptocurrencies and blockchain networks;
(xv) and unfavorable developments in any of the above circumstances, or like circumstances, could adversely affect impactMarkets’s business and the value or utility of the $PACT Tokens.
6.5. It is possible that due to a number of reasons outside of impactMarkets’s control, including but not limited to, changes in regulatory or intellectual property law, technological advancements, decreases in token or cryptocurrency or cryptographic token utility, social or economic reforms, the failure of commercial relationships, or the malfunction, breakdown or abandonment of the protocol, impactMarkets, blockchain-based technology and other related technologies may dissolve, disappear, be abandoned or otherwise no longer operate, or operate with material impairments.
6.6. The market value of cryptocurrencies (and, therefore, the potential market value of $PACT Tokens) may go up or down, and the market value of cryptocurrencies have demonstrated extreme volatility. Any cryptographic tokens may not have market value. The Token Holder should expect fluctuations, both down and up, in the market value (if any) of $PACT Tokens that the Token Holder purchase, if any, and such fluctuations may be extremely volatile, including price crashes (including to zero value) that may occur in the event of political or economic crises that cause a large-scale sell-off of $PACT Tokens. In addition, there may not be a market for resale of $PACT Tokens or exchanging $PACT Tokens for fiat currencies, and impactMarkets cannot and does not guarantee market liquidity for $PACT Tokens or the ability to exchange $PACT Tokens for fiat currencies by purchasers of $PACT Tokens. In the event that the $PACT Tokens are listed on an exchange or may be transferred through other means in accordance with applicable law, the potential market value of the $PACT Tokens may be subject to drastic fluctuations and extreme volatility. Therefore, the price at which the Token Holder purchase the $PACT Tokens may not represent an accurate valuation of the $PACT Tokens. Further, there is no guarantee of market liquidity for the $PACT Tokens or the ability to exchange the $PACT Tokens for equal value in fiat currency. If the $PACT Tokens are permitted to be bought, sold, or transferred in accordance with applicable law, several factors may cause a decrease in the price and value of the Token Holder $PACT Tokens, including, but not limited to:
(i) global cryptocurrency supply;
(ii) global cryptocurrency demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of cryptocurrencies is safe and secure, and the regulatory restrictions on their use;
(iii) any software "fork” initiated by third party groups or individuals involved in blockchains related to cryptocurrencies to create a new version of such cryptocurrencies, which may alter the economics of the cryptocurrencies and affect the value of the cryptocurrencies in the market;
(iv) $PACT Tokens holders’ expectations with respect to the rate of inflation;
(v) changes in the software, software requirements or hardware requirements underlying a blockchain network;
(vi) changes in the rights, obligations, incentives or rewards for the various participants in a blockchain network;
(vii) interest rates;
(viii) fiat currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity on such exchanges;
(ix) interruptions in service from or failures of major cryptocurrency exchanges;
(x) investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies;
(xi) the existence and popularity of cryptocurrency derivative products;
(xii) monetary policies of governments, trade restrictions, currency devaluations and revaluations;
(xiii) regulatory measures, if any, that affect the trading of cryptocurrencies;
(xiv) the maintenance and development of the open-source software protocols for cryptocurrencies and related networks;
(xv) global or regional political, economic or financial events and situations;
(xvi) and expectations among market participants that the value of cryptocurrencies will soon change and the willingness of market participants to continue to acquire, own, hold, and trade cryptocurrencies and convert fiat currencies to cryptocurrencies.
6.7. The $PACT Tokens are a new issue of cryptographic tokens for which there is no established public market, and an active trading market may not develop.
6.8. The regulatory landscape with respect to cryptocurrencies and cryptographic tokens, including $PACT Tokens, is fast evolving. There may be uncertainty in the regulatory treatment of $PACT Tokens and the $PACT Tokens Sale in jurisdictions where the $PACT Tokens Sale is conducted. Although impactMarkets does not believe that $PACT Tokens are securities in any jurisdiction where the $PACT Tokens Sale is conducted, there is no assurance that relevant competent government or regulatory authorities (“Relevant Authorities”) would take a similar view, either now or in the future. Similarly, although impactMarkets does not believe that the offer, purchase and sale of $PACT Tokens are subject to any securities, commodities, derivatives or other financial law and regulation (collectively, "Regulations”), there is no guarantee that the Relevant Authorities may not subsequently determine that the $PACT Tokens Sale is subject to Regulation and is or was not in compliance with certain Regulations. Any such different view or determination by Relevant Authorities may adversely affect the legality of the $PACT Tokens Sale, or impose restrictions on the transfer of $PACT Tokens and other regulatory requirements, which may affect the market value and transferability of $PACT Tokens.
6.9. As blockchain networks and blockchain assets have grown in popularity and in market size, government agencies and regulatory authorities have begun to take interest in, and in some cases regulate, their use and operation. Jurisdictions, such as, but not limited to, the European Union, the People’s Republic of China, South Korea, and Japan, are currently considering, or may in the future consider, laws, guidance or other actions, which may severely impact the utility of the $PACT Tokens, and the interoperability of blockchain-based protocols generally. The many jurisdictions and regulatory frameworks that govern all or part of the ownership, holding, issuance, purchase, sale, or use of cryptocurrencies or cryptographic tokens (such as the $PACT Tokens) are likely to rapidly evolve and are subject to significant uncertainty. Failure by impactMarkets or its representatives to comply with any laws, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences for impactMarkets and the value and utility of the $PACT Tokens.
6.10. Certain jurisdictions restrict the holding, use, ownership, sale and purchase of cryptocurrencies and/or cryptographic tokens, including outright prohibition or requiring that the sale or purchase must take place on a regulated exchange or trading venue. These restrictions may become more prohibitive over time and adversely impact the Token Holder ability to access a regulated exchange or trading venue in the Token Holder jurisdiction, or any other jurisdiction that permits the sale or purchase of the $PACT Tokens, and the Token Holder may, therefore, find it difficult or unlawful to sell the Token Holder $PACT Tokens or any alternative cryptocurrency or cryptographic token the Token Holder hold as a substitute for the $PACT Tokens. There are additional risks presented by any potential token exchange service provider, if any, which might be subject to poorly understood regulatory oversight.
6.11. Unlike certain accounts with financial institutions, $PACT Tokens are not insured by any governmental or regulatory entity. In the event of loss, or the loss of utility value, the Token Holder may not have recourse (and shall never have recourse against impactMarkets in accordance with these Terms) unless the Token Holder obtain private insurance for the Token Holder $PACT Tokens at the Token Holder own cost.
6.12. $PACT Tokens are irredeemable, and except as otherwise set forth in these Terms and Conditions, the Token Holder will not have the right to any refund or exchange or otherwise force impactMarkets to redeem the Token Holder $PACT Tokens for any value (monetary or in-kind).
6.13 In making a decision to participate in this IDO, it is the Token Holder obligation to consult the Token Holder own tax advisors regarding tax considerations relating to the purchase, ownership and sale or disposition of the $PACT Tokens, including, for example, sales, use and value added taxes, as well as income and withholding taxes. In addition, the Token Holder is responsible to withhold, collect, report and remit any taxes that apply to the purchase of the $PACT Tokens and remit such taxes to the appropriate taxing authorities. The Token Holder is also responsible for reviewing all current and future tax considerations that may be relevant to the Token Holder in connection with purchasing the $PACT Tokens with the Token Holder own tax advisers. The Token Holder may experience adverse enforcement or other consequences in connection with purchasing $PACT Tokens.
6.14. Upon a liquidation, bankruptcy or other dissolution of impactMarkets, the Token Holder will not be entitled to liquidation rights under any insolvency or bankruptcy Applicable Law.
6.15. Without prejudice of the utilities of the tokens provided for in these Terms and Conditions, the Token Holder, by holding $PACT Tokens, is not entitled to voting rights or other management or control rights in or with respect to impactMarkets. Accordingly, until such time that impactMarkets shall determine otherwise, impactMarkets will control in its sole discretion all decisions and actions of impactMarkets, including with respect to the Platform and impactMarkets’s operations, affiliations, corporate activities and investments. Further, any and/or all decisions made by impactMarkets’s executive team may conflict with the Token Holder interests.
6.16. The Token Holder acknowledges that information transmitted over the Internet (including communications by e-mail) or blockchain may be susceptible to unlawful access and monitoring. Further, the Token Holder acknowledges that the transmission of data or information over the Internet may result in loss, interception or alteration while in transit and that all such information shall not be deemed confidential and impactMarkets does not have any fiduciary obligation with respect to such transmitted information.
6.17. The Token Holder acknowledges there may be risks associated with $PACT Tokens and/or the Platform not being regulated in the jurisdictions in which $PACT Tokens may be purchased, including the risks of retroactive regulatory applicability. ImpactMarket aims to be made aware of material and relevant changes to Applicable Law and Regulation in the most relevant jurisdictions in the world and shall act accordingly in the event changes to Applicable Law and Regulation impact operations of impactMarkets or the Platform. None of impactMarkets or any Affiliates is a financial institution or currently under supervision of any financial supervisory authority. ImpactMarket does not provide any licensed financial services, such as investment services, fund management or investment advice. The $PACT Tokens Sale is not a public offering of equity, debt or units in a collective investment scheme and consequently does not fall under the securities or any prospectus or similar disclosure regulations in the Permitted Jurisdictions.
6.18. By holding $PACT Tokens, the Token Holder acknowledges that the Token Holder understands that while every effort will be made to further develop the Platform, it is possible that proposed post-launch developments or enhancements will never be realized.
6.19. The $PACT Tokens will be stored in a wallet, which can only be accessed with a password selected by the Token Holder. If the Token Holder does not maintain an accurate record of the password, this may lead to the loss of the Token Holder tokens. If the Token Holder password protection is weak and is cracked or learned by somebody else, this may also lead to the loss of the $PACT Tokens.
6.20. 7There may be additional risks that cannot be anticipated or foreseen due to the incipience of cryptographic token technology, blockchain-based technology and related technologies.
7.1. The purchased $PACT Tokens and the Platform are provided to the fullest extent legally permissible to the Token Holder "as is” and on an "as available” basis with no warranty of any kind either, statutory, expressed or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. the Token Holder assumes all responsibility and risk with respect to the Token Holder use of the platform, receipt of the services and purchase of $PACT Tokens.
7.2. None of impactMarkets or any of their affiliates make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Platform, including that the platform, its content, or any services or items obtained through the platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the platform or impactMarkets’s server are free of viruses or other harmful components. The Token Holder access to or use of the Platform, including cryptocurrency services, assets, and any information, images or audio contained or related to the platform or services is at the Token Holder own risk.
7.3. The Token Holder understands and expressly agrees that impactMarkets does not represent, warrant or guarantee in any way that $PACT Tokens might be sold or transferred, or be saleable or transferable, or there is an ability or will be a platform to exchange $PACT Tokens for fiat currencies, cryptocurrencies or cryptographic tokens, during or after the $PACT Tokens sale. ImpactMarket further does not make any representations or warranties with respect to the regulatory oversight or the use or security of any such exchange.
7.4. ImpactMarket does not guarantee that the platform and services it provides cannot be duplicated (either in part or in full) by a third party without impactMarkets’s prior written consent. ImpactMarket hereby expressly warns the Token Holder that the Token Holder should not enter, use or purchase any $PACT Tokens or tokens similar to $PACT Tokens from any sources (other than via impactMarkets).
7.5. If applicable law does not permit all or any part of the above exclusion of warranties or disclaimer of implied terms in contracts to apply to the Token Holder, the limitations, exclusions and disclaimers will apply to the Token Holder only to the extent permitted by applicable law.
7.6. If any guarantee, warranty, term or condition is implied or imposed in relation to these terms or any applicable law and cannot be excluded (a "non-excludable provision”), and impactMarkets is able to limit the Token Holder remedy for a breach of the non-excludable provision, then the liability of impactMarkets for breach of the non-excludable provision is limited to the following at impactMarkets’s option, in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
8.1. ImpactMarket shall in no event be liable, even if impactMarkets has been advised of the possibility of such damages, losses or expenses, for any damages, loss or expense, including direct, indirect, special, or consequential damage, or economic loss, arising from or in connection with:
(i) the $PACT Tokens;
(ii) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros;
(iii) or any images, services, products, information, data or other material made available by impactMarkets.
8.2. Without prejudice to the generality of the foregoing and covenants provided in this agreement, the Token Holder will not hold impactMarkets or its related corporations and their officers, employees or agents responsible or liable, in contract, tort (including ordinary negligence or breach of statutory duty), equity or otherwise, for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by the Token Holder arising out of or in connection with the purchase or the use of the $PACT Tokens by the Token Holder or other third party.
8.3. For the avoidance of doubt, this limitation of liability provision shall survive the termination of these Terms and shall apply, with full force and effect, in perpetuity for the benefit of impactMarkets and any other entity that is or becomes the owner of the Platform, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law.
8.4. If Applicable Law does not permit all or any part of the above limitation of liability in contracts to apply to the Token Holder, the limitations, exclusions and disclaimers will apply to the Token Holder only to the extent permitted by Applicable Law.
9.1. To the extent permitted by Applicable Law, the Token Holder shall indemnify, defend and hold harmless impactMarkets and its Affiliates, directors, officers, employees, agents, successors, and permitted assignees (each, an "Indemnified Party”) from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), including but not limited to all claims arising from any breach of the representations and warranties and covenants in these Terms, asserted by any third party against or incurred by an Indemnified Party.
9.2. Subject to Applicable law, the Token Holder expressly waive any rights the Token Holder may have under Applicable Law as well as any other statute or common law principles that would otherwise limit the coverage of this release, except with respect to any claim for which the underlying action or omission giving rise to such claim has occurred prior to the first date in which the Token Holder accessed or used the Platform, such date being when the Token Holder agreed to be legally bound by these Terms.
9.3. ImpactMarket makes no representations concerning the tax implications of the sale of $PACT Tokens or the possession or use of them. The Token Holder bears the sole responsibility to determine if the purchase of $PACT Tokens with cryptocurrency or the potential appreciation or depreciation in the value of $PACT Tokens over time has tax implications for the Token Holder in the Token Holder home jurisdiction. By purchasing $PACT Tokens, and to the extent permitted by law, the Token Holder agrees to be solely responsible for any applicable taxes imposed on, and agree not to hold the impactMarkets liable for any tax liability associated with or arising from the purchase, possession, or transfer of $PACT Tokens. All fees and charges payable by the Token Holder to the impactMarkets are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon the impactMarkets’ request, the Token Holder will provide it any information it reasonably requests to determine whether it is obligated to collect VAT from the Token Holder, including the Token Holder VAT identification number. If any deduction or withholding is required by Applicable Law, the Token Holder will notify the impactMarkets and will pay impactMarkets any additional amounts necessary to ensure that the net amount that the impactMarkets receives, after any deduction and withholding, equals the amount impactMarkets would have received if no deduction or withholding had been required. Additionally, the Token Holder will provide impactMarkets with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. To the extent impactMarkets is responsible for remitting any withholding taxes or value added or similar taxes, the Token Holder allocation of $PACT Tokens shall be reduced to the extent such taxes are required to be remitted by impactMarkets. impactMarkets wishes to make the Token Holder aware that future use of the $PACT Tokens by the Token Holder when transacting with impactMarkets may result in withholding taxes, value added tax and/or similar taxes being imposed. The Token Holder will be responsible for such taxes, however, where impactMarkets is responsible for remitting taxes, the amount of taxes shall be deducted from the fees otherwise due and payable by the Token Holder in connection with the transactions with impactMarkets.
10.1. These Terms and Conditions, as well as the pre-contractual and contractual relationship, are governed by Portuguese Law.
10.2. Any dispute that may arise between the contracting Parties regarding the interpretation or execution of these Terms and Conditions will be subject to and finally resolved by arbitration under the Arbitration Centre of the Portuguese Chamber of Commerce and Industry (“Arbitration Centre”). The appointing authority shall be the Arbitration Centre. The Arbitration Centre shall administer the case in accordance with its Rules. The place of arbitration shall be Lisbon, Portugal.