Terms and Conditions

NOTICE: Please read the entirety of this document carefully. We recommend consulting a professional legal, financial, and/or tax advisor before participating in the Deriveum Token Purchase and Use, or investment in Deriveum equity

Part I: Forward

You must read the following document before making use of the associated documents (herein after referred to as “The Available Information”) and before participating in the token purchase and use or equity investment. The Available Information outlines the terms and conditions applicable to the users in connection with your use of the documents and materials as well as their participation in the token purchase and use or investment in equity. These terms and conditions as well as the published documents may be updated from time to time. The users are obliged to check the latest version of both before participating in the token purchase or equity investment. The information set forth in this document may not be exhaustive and does not imply any elements of a contractual relationship. Although we will make every reasonable effort to ensure that all information published and in this document is accurate and up-to-date, such material in no way constitutes professional advice. Neither the Deriveum project, nor any of its stakeholders (founders, team members, advisers, promotors, sub-contractors and service providers) guarantees or accepts responsibility for the accuracy, reliability, current state or completeness of the Available Information. Individuals intending to purchase Tokens or equity stake should seek independent professional advice prior to acting on any of the Available Information.

No part of the Available Information should be considered to be business, legal, financial, or tax advice regarding the Project or its stakeholders, or any of the matters to which all or any part of the Available Information relates. The user takes upon himself/herself to consult his/her own legal, financial, tax, or other professional advisor regarding the Available Information. The users should be aware that they may be required to bear the financial risk of any purchase of tokens/equity for an indefinite period of time.

For a preparatory period the Deriveum Project, its Founders, and associates will be represented in all negotiations concerning the Project by the Representative; the latter shall have the power to enter into binding agreement on behalf of the Project and the entities that the project, its Founders and associates shall register for the proper functioning of the Project.

Part II : Definitions

The Representative is Alis Grave Nil limited liability company registered in Bulgaria with registration identification number 147158613, registered in the city of Burgas

The Project will create a limited liability company incorporated in Lithuania, under which a license will be seek out by the Central Bank of Lithuania/ECB.

The User (you) is any legal or natural person that purchases, owns or otherwise uses the tokens at any time or to have equity in the Project.

The Agreement are these Terms and Conditions in conjunction with the information published on the webpage (https://deriveum.com/) that should be viewed as one whole document body. Should issues of interpretation or inconsistencies arise between these Terms and Condition on one side and the other Available Information on the other, there Terms and Conditions will hold precedence.

Governing law of this Agreement is the law of the Republic of Bulgaria.

Investor is any natural or legal person who has purchased the Token, regardless is (s)he is in possession of it. Investor is also any natural or legal person who has purchased equity or rights that may be converted into equity (e.g. convertible notes) in the Project.

Corda, an open source, private, blockchain based distributed computing platform featuring smart contract (scripting) functionality.

The Deriveum Tokens (Tokens) are Corda-based hybrid collateral issued by the Project with the functionalities described in the Available Information and giving to their owners the rights specified in these Terms.

The website is a set of related web-pages located under the domain name https://deriveum.com/, where the Project will display these terms and conditions, as well as all information related to the Deriveum token and the Deriveum Project, including Green Deriveum.

Part III: Equity investment

Scope of the Agreement

The Agreement will cover the purchase of Project equity.

Qualified investor

The investors will take upon themselves to make the due diligence if they qualify as professional investors in accordance with their national/sub-national legislation. The Project may refuse an investment and return the purchasing sum, should upon request the investor fails to proof he/she has the corresponding legal capacity. In those circumstances the transaction costs and handling fees will be deducted from the sum to be return.

Identification of Users

Should the need arise for an investment to be returned the return will be done either via the same medium (ether/bank transfer) or through a medium of the choice of the investor; however, the investor will need to proof beyond reasonable doubt that the investment was done. The Project through the Representative may issue special rules governing that identification as separate Schedule to these Terms and Conditions.

Right to refuse or cancel purchase

The Project through the Representative may refuse or cancel a purchase in any case. In those circumstances the medium of exchange is returned to the Investor. If the reason for the cancelation was that the Investor is not qualified, or is person bared by the law in participating in financial transaction, all transfer costs and handling fees are to be paid by the Investor. The Project may cancel purchase also if the regulators object to the identity of the Investors and that puts in jeopardy the smooth licensing process or the already obtained license. In those cases the project shall assume that the Investor is not qualified and will act accordingly.

Right to re-sell

Investors have the right to re-sell the purchased equity, if they offer the Project the right of the first buyer.

Changes of the Agreement

The Project may change this Agreement unilaterally. The changes will not affect the rights of the Investors, where equity was acquired prior the changes.

Termination of the Agreement

This Agreement will be terminated with the mutual consent of the parties.

Part IV: Token

Scope of the Agreement

This Part of the Agreement concerns the purchase, use, sell and conversion of (Green) Deriveum tokens.

Legal nature of the token

The users acknowledge that the token is not backed by any tangible or intangible property; the value of the token is derived from its usefulness for a specific kind of transactions.

Purchase of the Tokens

The users may purchase Tokens via an exchange or via the European Liquidity Mechanism using ether. The Project may offer additional revenues for purchase. The users must be authorized to purchase tokens according to the Green Methodology

Sale of the Tokens

The users may sell or transfer to other users their unpledged tokens only to other authorized users. Tokens that are pledged may be sold and/or transferred only after the contract on them has expired or was duly terminated.

Transparency

Users will identify themselves with valid, government issued e-signature (digital signature) in all transactions they may undertake with Deriveum. The Project has the right and obligation to check the validity of the above mentioned e-signature each and every time a transaction is undertaken. The Project may not validate the e-signature if it is not valid (including technical problems experienced by the signature’s authority), or it is obliged by the law, court order or extreme emergency brought to the attention of the Project or its Representative by authorized public body.

Use of the Tokens

Users will make written and/or digital contract or take advantage of default contracting conditions between themselves. The contracts between users will cover at least the amount of tokens, the duration of the contract, the Verifier and the Resolver.

Release of the Detailed Rules on the Use of the Token

The Project will release detailed rules on the use of the Token. The Detailed rules will become part of this Agreement. The Rules may not reduce, or neglect rights users have under these Terms and Conditions.

Verifier

Verifier is any natural or legal person, or automated/algorithmic program that will make a determination if and when a contract between users of the Deriveum Token has been activated. Each contract will have Verifier, appointed by the agreement of all parties in the contract.

Resolver

Resolver is any natural or legal person, or automated/algorithmic program that the users will turn to resolve disputes on a particular contract entered by the users. Each contract will have a Resolver, appointed by the agreement of all parties in the contract. The Resolver may not alter the terms of the contract but may only terminate the contract. Termination of the contract will release the pledged Deriveum Tokens. Unless otherwise decided by the parties the seat of the Resolver will be the jurisdiction of arbitration and contract law.

Blocking of amounts

The Users agree and assert their understanding that a portion of their Deriveum Tokens will be blocked for the duration of a contract to which they are the counterparty. The amount and time period are negotiated between the users. Users may not sell, pledge, transfer or otherwise make use of the blocked tokens until the abovementioned contract is in force.

Evolutionary

The Deriveum will be succeeded and converted to Deriveum 2.0 in five years’ time. The users have the right to receive at least the monetary equivalent of their tokens in new tokens on the day of the conversion. The Project will release detailed rules on the conversion in due course. The Project may not reduce the rights of the users under this Agreement. Further the Project may not erode the economic value of the tokens with the conversion.

Changes to the Agreement

The Project may change this Agreement unilaterally. The changes will not affect the rights of the users, who have already purchased tokens.

Part V: Limitations of Liability

General limitation of liability

The liability of the Project may not exceed the market value of the tokens owned by the user at the moment of the damage occurrence. Should the market value be impossible to assess the value of purchase will be taken as reference.

The users will be responsible for all damages they have solely or with others caused directly to the Project and its stakeholders.

Force Major

In cases of Force Major (natural disaster, war, terrorist activity or similar) all damage claims are suspended.

Indemnification

To the fullest extent permitted by applicable law, the user will indemnify, defend and hold harmless the Deriveum Token stakeholders and the Project from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) the users purchase of equity and tokens, pursuant that the technical specifications of the purchase match the description provided in the Available Inofrmation; (ii) the users’ responsibilities or obligations under these Terms; (iii) users’ violation of these Terms; or (iv) users’ violation of any rights of any other person or entity.

No waver for users

The failure of the Project or its Representative to require or enforce strict performance by the User/Investor 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 or relinquishment of the Project’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Project 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 Project or its Representative shall be deemed a modification of these Terms nor be legally binding.

Part VI: Dispute resolution

Amicable resolution

Any disputes between you (the user) on one side and the Project or its Representative on the other will be resolved amicably and in good faith.

Arbitration

Should the user and the Project and/or the Representative fail to resolve their differences by themselves, they will jointly appoint an Arbiter. The decision of the Arbiter will be binding.

Court redress

If the user and the Project and/or the Representative may not agree on an Arbiter the aggrieved side may launch a civil suit in the jurisdiction of the Bulgarian Republic. Both sides agree to respect and enforce the court’s decision.

Investments returns

The Project and/or the Representative may choose to return any and all investments in the Project equity. Should the Project find itself unable to deliver the Deriveum Token (as described in the Available Information) within the tame frame stipulated in this Agreement the Project will be obligated to return all investments.

The return of investment will be executed in the currency and to the address/account it was made from. All transaction costs will be paid for by the user/investor. Should the user/ investor expresses the desire to be re-paid in other currency or account/address he/she should demonstrate in sufficient manner that he/she is the owner of the re-payment.

Part VII: Wavers

No unsophisticated users allowed

Do not purchase the token(s) if you are not an expert in dealing with cryptographic tokens and blockchain-based software systems. Prior to purchasing, the users should carefully consider the terms listed in the Terms and Conditions and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of those terms are unacceptable to the user, you should not purchase the Deriveum Token.

Purchases of the Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including ethereum tokens, and blockchain based software systems. Purchasers should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. The Project will not be responsible in any way for loss of funds resulting from actions taken by, or omitted by purchasers. If the users do not have such experience or expertise, then they should not purchase or participate in the sale of the Tokens. Your participation in the sale is deemed to be your undertaking that you satisfy the requirements mentioned in this paragraph.

Cautionary note on forward looking statements

All Statements contained in the Available Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by the Project, or the Representatives of the former (as the case may be) that are not statements of historical fact, constitute “forward-looking statements.” Some of these statements can be identified by forward-looking terms such as “aim,” “target,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “if,” “intend,” “may,” “plan,” “possible,” “probable,” “project,” “should,” “would,” “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding the financial position, business strategies, plans and prospects and the future prospects of the industry which the Project and/or the Representative is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Project’s and/or the Representative’s revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Available Information regarding the Project and/or the Representative are matters that are not historic facts, but only estimations and predictions. Neither the Project and its stakeholders nor the Representative makes any representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries, or having undertaken any independent scientific investigation or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of the Project and/or the Representative to be materially different from any future results, performance, or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:

(a) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which the Project and/or the Representative conducts business and operations.

(b) the risk that the Project may be unable to execute or implement its business strategies and future plans;

(d) changes in the anticipated growth strategies and interest in the Deriveum Token;

(e) changes in the availability and fees payable to the Representative and/or the Project in connection with either or both of their business and operations;

(f) changes in the availability and salaries of employees who are required by the Project and/or the Representative to operate either or both of their business and operations;

(g) changes in preferences of the majority of the token’s users;

(h) changes in competitive conditions under which either or both the Project and/or the Representative operate, and the ability of either or both to compete under such conditions;

(i) changes in the future capital needs of the Project and/or the Representative and the availability of financing and capital to fund such needs;

(j) war or acts of international or domestic terrorism;

(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of the Project and/or the Representative;

(l) other factors beyond the exclusive control of the Project and/or the Representative; and

(m) any risk and uncertainties associated with the Project and/or the Representative and either of their businesses and/or operations, the Tokens and reliance on all or any part of the Available Information.

All forward-looking statements made by or attributable to the Project and/or the Representative and/or their respective representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of the Project and/or the Representative to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements.

Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of the Project and/or the Representative. Further, the Project and/or the Representative disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.

Risk Factors

The users should consider carefully and scrutinize rigorously each of the following risk factors and all other information contained in these Terms and Conditions before deciding to purchase the Token or equity. To the best of the knowledge and belief of the Project and/or the Representative, all risk factors which are material to the users in making an informed judgment before the purchase of the Token/equity have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of the Project and/or the Representative and the maintenance and level of usage of the Tokens could be materially and adversely affected. In such cases, the trading price of the Tokens (in the case where they are listed on an exchange or market (regulated, unregulated, primary, secondary or otherwise)) could decline due to any of these considerations, uncertainties or material risks, and the users may lose all or part of their Tokens or the economic value thereof.

There is no prior market for Tokens and equity, which may not result in an active or liquid market for the Token.
Negative publicity may materially and adversely affect the market price of Tokens.
There is no assurance of any success of the Project’s business model or any future Token functionality.
The trading price of the Tokens may fluctuate following the Token Sale.
The funds raised in the Token Sale are exposed to risks of theft.
The Project and/or the Representative may be materially and adversely affected if either fails to effectively manage its operations and its business develops and evolves, which would have a direct impact on their ability to maintain or operate their business platforms and/or develop, structure and/or license any future Token functionality.
The Project and/or the Representative may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the infrastructure network.
The Project and/or the Representative may in the future be dependent in part on the location and data center facilities of third parties.
General global market and economic conditions may have an adverse impact on the Project and/or the Representative perating performance, results of operations and/or cash flows.
The Project and/or the Representative and/or the tokens may be affected by newly implemented regulations
There may be unanticipated risks arising from the Tokens.

No investment advice

Neither the Project and/or the Representative are providing you with professional advice. Both are not fiduciary parties. Nothing in the website, or in the Available Information could, should and may be interpreted as an investment advice. There is no promise of future value or profits made by the Project and/or the Representative. The token is not backed by any tangible or intangible security, property or promise of return. Its value derives only by the usefulness the token will have in its lifetime.

Eligibility

By purchasing the Pre-Tokens you agree and confirm you have read all the Available Information; You confirm and assert that you are not bared by law, custom, court order or are legally incapable to participate in the purchase of the Token and/or equity; you subscribe to all the rights and obligations, including qualifications and sophistications as set forward it this Agreement .

Part VIII: Listing on Exchange

Listing of the equity

The Project and/or the Representative may choose to list the equity on an exchange, including through SPAC acquisition or other means.

Listing of the Token

The Project will take all necessary measures to list the Token on an exchange, where the users will be able to sell and purchase tokens at market rate. The Project shall make certain that the users are informed of the listing.

Delisting

The Project may choose to delist the equity. In those circumstances the Project will inform the users in appropriate manner and in accordance with the minority shareholder protection legislation at hand.

Risk of value fluctuations

The Project and/or the Representative will not take any responsibility for value fluctuations of the Token/equity when the latter is listed to an exchange. In no way any of the Available Information should be considered to promise, pledge or imply that certain value of the Token would be reached or maintained in open trading, unless a specific guarantee is obtained by the user. The guarantee is a contract between the project and the user for buyback at a certain price, including through the European Liquidity Mechanism for Green Deriveum.

Effective since 01.02.2022

Terms and Conditions