SmartQuorum - Community-driven smart contracts platform

Smart Quorum (“the Company”)

TERMS OF PARTICIPATION IN THE SMART QUORUM COIN SALE

Last Updated: 15th March , 2018

These terms of participation (the “Terms”) apply to each prospective buyer of Smart Quorum coins (Smart Quorum coins) who participates in the Smart Quorum coin sale during the coin sale period (the “Sale Period”). If you successfully purchase Smart Quorum coins during the Sale Period, you are agreeing to and will be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY AND NOTE THAT THE SECTION ON [‘DISPUTE RESOLUTION. ARBITRATION] CONTAINS A BINDING ARBITRATION CLAUSE WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PARTICIPATE IN THE SMART QUORUM COIN SALE.

If you have any questions regarding these Terms, please contact us at info@smartquorum.com.

You and the Company hereby agree as follows:

Intended Purpose and Use of Smart Quorum coins in the Network

The intended purpose of the Smart Quorum coins is to facilitate the provision and receipt of services (collectively, the “Services”) which Services are more particularly set out in Exhibit A. The Services will be provided through an online software platform (the “Platform”) that is currently under development by the Company or an affiliate thereof. More specifically, Smart Quorum coins are intended to facilitate the provision of the Services from the Company or an affiliate thereof, to the users of the Platform and will constitute proof of prepayment for the Services.The Platform is intended to include tools designated for managing and interacting with crypto-currency assets, social network tools which may allow users to share their knowledge and expertise, a market place enabling third party developers to offer their own tools to other users, and various other tools described more fully in Exhibit A.

Ownership of Smart Quorum coins carries no rights, express or implied, other than the right to use Smart Quorum coins as a means to enable usage of and interaction within the Platform. The Terms shall not and cannot be considered as an invitation to enter into an investment. The Terms do not constitute or relate in any way, nor should they be considered, as an offering of securities in any jurisdiction. The Terms do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. Smart Quorum coins are utility coins and are not intended to be used as an investment. Further, you must note that Smart Quorum coins do not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue shares or intellectual property rights in the Company or any affiliate thereof. Acquiring Smart Quorum coins shall not grant any right or influence over the Company’s (or any affiliate thereof) organisation and governance to the Participants, other than rights relating to the potential future provision and receipt of Services, subject to the limitations and conditions contained in these Terms and the Terms and Policies (as defined below). We do not operate or maintain the Platform and as such, we have no responsibility or liability for the Platform or any ability to control third parties’ use of the Platform. The Smart Quorum coins are not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment. Protections offered by the applicable law in relation to the purchase and sale of the aforementioned financial instruments and/or investments do not apply to the purchase and sale of Smart Quorum coins and neither these Terms nor the Smart Quorum Whitepaper constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. Smart Quorum coins should not be acquired in any case or circumstance for speculative or investment purposes with the expectation of making a profit on immediate resale.

The Company, or an affiliate thereof, will use reasonable endeavours to launch its operations and develop the Platform. Any person undertaking to acquire Smart Quorum coins acknowledges and understands that the Company, or any affiliate thereof, does not provide any guarantee that it will manage to establish an operative platform and therefore it cannot guarantee that the Smart Quorum coins can be used to purchase goods or Services on the Platform. You acknowledge and understand therefore that the Company, or any affiliate thereof, assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use Smart Quorum coins except in the case of gross misconduct or gross negligence.

Smart Quorum coins do not constitute the provision of any goods and/or Services as at the date of these Terms.

Scope of Terms

Unless otherwise stated herein, these Terms (which for the avoidance of doubt include the Exhibits hereto) govern only your purchase of Smart Quorum coins from us during the Sale Period.

Any potential future use of Smart Quorum coins in connection with the provision or receipt of Services will be governed primarily by other applicable terms and policies (collectively, the “Service Terms and Policies”). The Service Terms and Policies will be made available on our website prior to the launch of the Smart Quorum coin sale. We may revise and/or update the Service Terms and Policies from time to time at our sole and absolute discretion. In the event of any conflict between these Terms and the Service Terms and Policies, the Service Terms and Policies shall prevail.

Cancellation; Refusal of Purchase Requests

Your purchase of Smart Quorum coins from us during the pre-sale and Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Smart Quorum coin purchase requests at any time in our sole and absolute discretion. In such an event the consideration paid by you shall be rejected or refunded.

At any time prior to satisfaction of the Completion Condition (as such term is defined in Exhibit B hereto), the Company may either temporarily suspend or permanently abort the coin sale. During any period of suspension or in the event that the coin sale is aborted, Smart Quorum coins will not be available for purchase and any form of crypto-currency sent by Participants to the Company for the purposes of acquiring Smart Quorum coins shall be returned to the Participants.

Smart Quorum coin Sale Procedures and Specifications

Important information about the procedures and material specifications of our Smart Quorum coin sale and pre-sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the Smart Quorum coin sale, the amount of Smart Quorum coins we will sell, and our anticipated use of the Smart Quorum coin sale proceeds. By purchasing Smart Quorum coins, you acknowledge and accept that you have read, understood and have no objection to these procedures and material specifications.

Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with purchasing Smart Quorum coins, holding Smart Quorum coins, and using Smart Quorum coins for providing or receiving Services, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at info@smartquorum.com. BY PURCHASING SMART QUORUM COINS, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS.

Security

You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to receive and hold Smart Quorum coins that you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Smart Quorum coins. We are not responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of Smart Quorum coins nor are we under any obligation to recover any Smart Quorum coins and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Smart Quorum coins.

Personal Information

We may determine, in our sole and absolute discretion, that we need to undertake due diligence on certain Participants. As part of our due diligence process we may request that you send us certain information about you. You agree to provide us with such information promptly upon request, and you acknowledge and accept that we may refuse to sell Smart Quorum coins to you until you provide such requested information in a form that is satisfactory to us.

Taxes

The purchase price that you pay for Smart Quorum coins is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Smart Quorum coins, including, but not limited to: sales, use, value added, and any other taxes that may be applicable. It is also your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction where you may be liable to pay tax. We are not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from your purchase of Smart Quorum coins.

Representations and Warranties

By purchasing Smart Quorum coins, you represent and warrant that:

You have read and understood these Terms (including all Exhibits);

You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic coins, coin storage mechanisms (such as coin wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Smart Quorum coins;

You have obtained sufficient information about the Smart Quorum coins to make an informed decision to purchase the Smart Quorum coins;

You understand that the Smart Quorum coins confer only the potential future right to receive Services and confer no other rights of any form with respect to the Platform, the Company, or any affiliate thereof including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

You are purchasing Smart Quorum coins to potentially receive Services on the Platform at a future point in time. You are not purchasing Smart Quorum coins for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

Your purchase of Smart Quorum coins complies with applicable law and regulation in your jurisdiction or in any jurisdiction the laws of which you may be subject to.

You live in a jurisdiction that allows the Company to sell the Smart Quorum coins and does not prohibit you from Participating through a coin sale without requiring any local authorisation;

Your purchase of Smart Quorum coins shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction;

If you are purchasing Smart Quorum coins on behalf of any entity or person, you are authorized to accept these Terms and enter into a binding agreement with us on such entity or person’s behalf (references to “you” in these Terms refer to the entity or person on whose behalf you are authorized to purchase the Smart Quorum coins);

If you are an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and enter into a binding agreement with us;

The acceptance by you of these Terms and the entry into a binding agreement with us will not result in any violation of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (if applicable); (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound or to which any of your material assets are subject; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;

The crypto-currency assets you use to purchase Smart Quorum coins are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the Smart Quorum coins to finance, engage in, or otherwise support any unlawful activities;

Any Smart Quorum coins you acquire will be acquired in your name, and any crypto-currency assets you use will come from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation; and

You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to: (i) your purchase or use of Smart Quorum coins; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section (Indemnification). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO THE EXTENT THAT THIS DISCLAIMER APPLIES TO YOU AND EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN WRITING BY US, (A) THE SMART QUORUM COINS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE SMART QUORUM COINS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE SMART QUORUM COINS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE SMART QUORUM COINS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SMART QUORUM COINS OR THE DELIVERY MECHANISM FOR SMART QUORUM COINS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE COMPANY PARTIES, INCLUDING BUT NOT LIMITED TO ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE SMART QUORUM COINS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE BASIS (EVEN IF THE COMPANY OR ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE); AND (II) UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES, INCLUDING BUT NOT LIMITED TO ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS (JOINTLY), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SMART QUORUM COINS, EXCEED THE AMOUNT YOU PAY TO US FOR THE ACQUISITION OF SMART QUORUM COINS.

THE LIMITATIONS SET FORTH IN THIS SECTION (Limitation of Liability ) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

Release

To the fullest extent permitted by applicable law, you release the Company and the Company Parties including but not limited to its officers, directors, agents, joint ventures, employees and suppliers, from all and any responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

Dispute Resolution. Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either the Participant or the Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, the Participant and the Company (i) waive each other’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your respective rights to a jury trial. Instead, the Participant and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court. ………….

No Class Arbitrations, Class Actions or Representative Actions.

Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Arbitration Rules.

The enforceability of this Section (Dispute Resolution. Arbitration) will be both substantively and procedurally governed by and construed and enforced in accordance with the 2012 (as revised in 2017) International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law.

Notice; Informal Dispute Resolution.

Each of the Participant or the Company will notify the other in writing of any Dispute within thirty (30) days of the date it arises, so that respective party can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at info@smartquorum.com. Notice to the Participant shall be either posted on our website or, if available, will be sent by email to any email address you provided in connection with your purchase of Smart Quorum coins or use of the Platform or Services. The Participant’s notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If the Participant and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either the Participant or the Company may, as appropriate and in accordance with this Section (Dispute Resolution. Arbitration), commence an arbitration proceeding or, to the extent specifically provided for in this Section (Dispute Resolution. Arbitration), file a claim in court.

Process.

Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed by the Gibraltar Chamber of Commerce in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference. The courts located in Gibraltar will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.

Authority of Arbitrator.

These Terms, the applicable International Chamber of Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

Arbitration Rules.

The International Chamber of Commerce Rules of Arbitration and additional information about International Chamber of Commerce are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.

Severability of Dispute Resolution and Arbitration Provisions.

If any term, clause or provision of this Section (Dispute Resolution. Arbitration) is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section (Dispute Resolution. Arbitration)will remain valid and enforceable. Further, the waivers set forth in this Section (Dispute Resolution. Arbitration) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

Governing Law and Jurisdiction

These Terms will be governed by and construed and enforced in accordance with the laws of Gibraltar, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual Disputes or claims) that is not subject to arbitration will be resolved exclusively in the courts of Gibraltar.

Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

Miscellaneous

These Terms constitute the entire agreement between the Participant and the Company relating to the Participant’s purchase of Smart Quorum coins from the Company. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at SmartQuorum.com and update the “Last Updated” date above. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms without your consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Smart Quorum coins from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

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