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 (Pre-) Token Purchase and Use

 

Part I: Forward

You must read the following document before making use of the associated whitepaper (herein after referred to as “The Available Information”) and before participating in the token or pre-token purchase and use. The Available Information outlines the terms and conditions applicable to the users in connection with your use of the whitepaper as well as their participation in the (Pre)Token purchase and use. These terms and conditions as well as the Whitepaper may be updated from time to time. The users are obliged to check the latest version of both before participating in the token or the pre-token purchase. 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 in the Whitepaper and in this document is accurate and up-to-date, such material in no way constitutes professional advice. Neither the Representative, Issuer nor the CCU guarantees or accepts responsibility for the accuracy, reliability, current state or completeness of the Available Information. Individuals intending to purchase Tokens or Pre-Tokens 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 Issuer, the CCU, the (Pre)Tokens, 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 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, including the Issuer and the CCU.

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 Issuer will be limited liability company incorporated in the Seychelles

The Central Cooperation Unit (CCU) will be limited liability company incorporated in the Republic of Ireland

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

The Agreement are these Terms and Conditions in conjunction with the White Paper 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 White Paper on the other, there Terms and Conditions will hold precedence.

The White Paper (Whitepaper) is document containing the Deriveum token’s background information, rationale, approach, strategy for development, team members and other descriptive information and may be accessed at https://deriveum.com/white-paper/

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

The Price Stability Mechanism is algorithmic computer program that has sole access and ability to  buy and sell Deriveum and Ethereum automatically from specially set up account; the algorithm for the trade is to be public as well as the account’s balance.

Investor is any natural or legal person who has purchased the (Pre)Token, but is still not in possession of it.

Ethereum, an open source, public, blockchain based distributed computing platform featuring smart contract (scripting) functionality

 

The Pre-Tokens are ERC20 standard Ethereum token issued by Issuer and giving to their owners the right to convert them to Deriveum tokens within the timeframe specified in these Terms.

The Deriveum Tokens (Tokens) are ERC20 standard Ethereum token issued by Issuer with the functionalities described in the Whitepaper 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 Issuer will display these terms and conditions, as well as all information related to the Deriveum token and the Deriveum pre-token.

The Available Information is all the documents, including the Whitepaper available at the webpage administered jointly by the Issuer and the CCU – https://deriveum.com/

 

Part III: Pre-Token

Scope of the Agreement

The Agreement will cover the purchase, disposal and conversion of the Pre-Token.

Conditions for the sale of the pre-Token

The purchase of Pre-tokens should be performed only by qualified investors. The investors may be natural or legal persons.

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 Issuer 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 Issuer may issue special rules governing that identification as separate Schedule to these Terms and Conditions.

Price of tokens and conversion rate

The Pre-token will have set price of $0.01, which will be denominated in ethers for the day of the purchase. The issuer may increase or decrease the reference period. Should the user overpays more than 20% of the purchase price due to an increase in the reference period that user may apply for refund by the Issuer.

Pre-Token Purchase

Qualified investors may purchase tokens with ether or with fiat. Investors take the exchange rate risk to the tune described in the previous paragraph. Investors are also liable for all of the transaction fees.

Right to refuse or cancel purchase

The Issuer/CCU may refuse or cancel a purchase in any case. In those circumstances the medium of exchange (ether or fiat) 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.

Right to re-sell the Pre-Token

Investors have the right to re-sell the Pre-Token as long as they are not citizens and residents of, have their vital interest or incorporation in the US, its dependencies and territories.

Conversion from Pre-Tokens to Tokens

The Conversion from Pre-Token to Deriveum Tokens will happen in a rate of 1:1 (one to one). The Issuer and/or the CCU will take appropriate measures for the conversion to be easy and automatic. The users will bear all the costs of transfers or conversion in the Ethereum network.

Duration of the Agreement

This Agreement and the rights provided to the users under it will expire in 6 months since the purchase of the pre-token. The issuer may extend the period of the Agreement, should specific and/or technical issues appear in the development of the Deriveum token. The Issuer and/or the CCU will inform the users in appropriate manner for the extension of their rights.

Changes of the Agreement

The Issuer may change this Agreement unilaterally. The changes will not affect the rights of the users. The Issuer may not extend this Agreement beyond 12 months after the token purchase.

Termination of the Agreement

This Agreement will be terminated with the conversion from Pre-Tokens to Tokens or by its expiry.

Part IV: Token

Scope of the Agreement

This Part of the Agreement concerns the purchase, use, sell and conversion of Deriveum.

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. In its legal nature the Token is a commodity.

Purchase of the Tokens

The users may purchase Tokens via an exchange or via the Price stability Mechanism using ether. The Issuer together with the CCU may offer additional revenues for purchase from the Price stability Mechanism using fiat currencies.

Sale of the Tokens

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

Price Stability Mechanism

80% of the Tokens will be loaded in the Price Stability Mechanism, from which users will be able to purchase the tokens at a designated support price. 50% of the proceeds from the initial sale of the token will revert back to the Price Stability Mechanism in the form of ethers. Should the Issuer and/or the CCU receive fiat money for the purchase form the Price Stability Mechanism they will arrange for the corresponding ether amount to be provided to the Mechanism within 4 weeks.

Transparency

Users will identify themselves with valid, government issued e-signature (digital signature) in all transactions they may undertake with Deriveum. The CCU has the right and obligation to check the validity of the above mentioned e-signature each and every time a transaction is undertaken. The CCU 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 CCU 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 Issuer in consultations with the CCU 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.

Gold-plating

Users may choose to attach off-grid property rights to individualized tokens and pledge them as collateral in a contract. The Issuer in consultations with the CCU will release detailed rules on the gold-plating before the Token is listed on an exchange.

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 Issuer will release detailed rules on the conversion in due course. The Issuer may not reduce the rights of the users under this Agreement. Further the Issuer may not erode the economic value of the tokens with the conversion.

Changes to the Agreement

The Issuer may change this Agreement unilaterally. The changes will not affect the rights of the users.

Part V: Limitations of Liability

General limitation of liability

The liability of the Issuer 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 CCU may be liable only for the direct damages it has inflicted to the user by its unlawful behavior.

The users will be responsible for all damages they have solely or with others caused directly to the Issuer or the CCU.

Force Major

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

Delay

The Issuer may delay the release of the Pre-Token with no more than 7 months after the Pre-Token purchase or shall return the funds of the users/investors.

Shared liability between the CCU and The Issuer

The Issuer and the CCU have shared liability as stipulated in the Available Information.

Indemnification

To the fullest extent permitted by applicable law, the user will indemnify, defend and hold harmless the Deriveum Token Team and Issuer 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 or use of the Pre-Token, pursuant that the technical specifications of the purchase match the description provided in the Whitepaper; (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 Issuer 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 Issuer’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Issuer 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 Issuer 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 Issuer or the CCU on the other will be resolved amicably and in good faith.

Arbitration

Should the user and the Issuer and/or the CCU 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 Issuer and/or the CCU may not agree on an Arbiter the aggrieved side may launch a civil suit in the jurisdiction of the Irish Republic. Both sides agree to respect and enforce the court’s decision.

Investments returns

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

The return of investment will be executed in the currency (etherum or fiat) 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 (Pre-)Token.

Purchases of the Pre-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. Th Issuer will not be responsible in any way for loss of BTC, ETH or Pre-Token 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 Pre-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 Issuer, the CCU, 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 Issuer and/or the CCU is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to the Issuer’s and/or the CCU’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 Issuer and/or the CCU are matters that are not historic facts, but only estimations and predictions. Neither the Issuer nor the CCU 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 Issuer and/or the CCU 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 Issuer and/or the CCU conducts business and operations.

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

(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

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

(e) changes in the availability and fees payable to the Issuer and/or the CCU 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 Issuer and/or the CCU 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 Issuer and/or the CCU operate, and the ability of either or both to compete under such conditions;

(i) changes in the future capital needs of the Issuer and/or the CCU 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 Issuer and/or the CCU;

(l) other factors beyond the exclusive control of the Issuer and/or the CCU; and

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

All forward-looking statements made by or attributable to the Issuer and/or the CCU 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 Issuer and/or the CCU 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 Issuer or the CCU. Further, the Issuer and the CCU 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 (Pre)Token. To the best of the knowledge and belief of the Issuer and the CCU, all risk factors which are material to the users in making an informed judgment before the purchase of the (Pre)Token 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 Issuer and/or the CCU 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.

  1. There is no prior market for (Pre)Tokens, which may not result in an active or liquid market for the Token.
  2. Negative publicity may materially and adversely affect the market price of Tokens.
  3. There is no assurance of any success of the Issuer’s business model or any future Token functionality.
  4. The trading price of the Tokens may fluctuate following the Token Sale.
  5. The funds raised in the Pre-Token Sale are exposed to risks of theft.
  6. The Issuer and/or the CCU 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.
  7. The Issuer and/or the CCU 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.
  8. The Issuer and/or the CCU may in the future be dependent in part on the location and data center facilities of third parties.
  9. General global market and economic conditions may have an adverse impact on the Issuer’s and/or the CCU’s  operating performance, results of operations and/or cash flows.
  10. The Issuer and/or the CCU and/or the tokens may be affected by newly implemented regulations
  11. There may be unanticipated risks arising from the Tokens.

No investment advice

Neither the Issuer, nor the CCU are providing you with professional advice. Both are not fiduciary parties. Nothing in the website, the Whitepaper or 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 Issuer and/or the CCU. The (pre-)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 ICO/purchase of the (Pre-)Token; you subscribe to all the rights and obligations, including qualifications and sophistications as set forward it this Agreement .

Part VIII: Return Policy of the Pre-Token

Rights of return

Users/Investors have the right of return of investment should the Issuer fail to create the Deriveum Token within 120 days from the first Pre-Token purchase.

Should technical reasons require it, the Issuer may exceed the period mentioned in the previous sentence with no more than 90 days. The Issuer will inform the users in appropriate manner for the reasons of delay and its duration, as soon as those reasons become known to the Issuer.

Request of return

The users should not make specific request for return should the Issuer fails to create the Deriveum Token. However if individual users require the return of their funds to happen to different addresses/account those users should contact the Issuer and identify themselves beyond reasonable doubt.

Manner of return

The users will receive their funds back in the manner (ether or fiat) and to the addresses/accounts from which those funds were originated. Should that prove impossible as the address/account is no longer active the individual users affected will contact the Issuer to request return of the funds to different addresses/accounts.

Transaction costs

All transaction costs for the return of the funds will be paid by the investors/users. The Issuer may not deduct handling fees or other customary or non-customary costs, different from the fees paid to established third parties for the transaction service.

Disputes on the return amount

Should a dispute arises on the exact calculations of the returned funds the users will contact the Issuer. The latter will provide written/digital evidence for the calculations.

All sums under the equivalent of $0.01 shall not be returned to the users and will not give rise to any claims of return.

Should any individual user remains unsatisfied by the returned amount he/she may peruse the dispute resolution remedies as stipulated in Part VI of the Terms and Conditions.

Other disputes

All other disputes will be settled in accordance with Part VI of the Terms and Conditions.

Part IX: Listing on Exchange

Listing of the Pre-Token

The Issuer may choose to list the Pre-Token on an exchange. Due to the nature of the smart-contract of the Pre-Token it may be traded on some exchanges without the expressed consent of the Issuer.

Listing of the Token

The Issuer 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 Issuer shall make certain that the users are informed of the listing.

Delisting

The Issuer may choose to delist the (Pre-)Token. In those circumstances the issuer will inform the users in appropriate manner.

Ownership of Exchange Traded the (Pre-)Token

The (Pre-)Tokens traded on exchanges may or may not be property of the exchange depending on the specific relation the latter has with its clients. The Issuer or the CCU will bear no responsibility for thefts, loss of private key or any other damage that the users suffer as result of the actions and/or inactions of the exchange and/or its operator.

Risk of value fluctuations

The Issuer and/or the CCU will not take any responsibility for value fluctuations of the (Pre-)Token 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 (Pre-)Token would be reached or maintained in open trading.

Effective since 01.02.2020

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