Terms

Terms of Token Acquisition

LaunchPAD Inc.

DISCLAIMER - IMPORTANT NOTICE: Please carefully read the notices in the Risk Factors, Important Notices and Disclaimers section of the White Paper (herein defined) before proceeding to read these Terms of Token Acquisition (hereinafter these “Terms”) promulgated by LaunchPAD, which shall apply to all persons who read these Terms.

Please carefully read these Terms before participating in the acquisition of LNCH Tokens or PAD Tokens (hereinafter collectively, the “Tokens”), as they affect your obligations and legal rights. 

By purchasing Tokens from LaunchPAD, you (hereinafter the “Participant”) shall be deemed bound by and subject to these Terms, and thus Participant’s acquisition of Tokens is subject to these Terms.

Each of Participant and LaunchPAD is a “Party” and collectively the “Parties”.

The ERC-20 Tokens and related smart contracts are built and published using the Ethereum blockchain. 

LaunchPAD shall hold periods for the acquisition of Tokens (hereinafter the “Token Acquisition”).

The collective dates and times for the periods for the acquisition of Tokens (the “Token Acquisition Periods”) are to be found in the token acquisition agreement(s) document found on LaunchPAD websites. 

By making a contribution or donation to LaunchPAD for the acquisition of Tokens during the Token Acquisition Period, Participant will be bound by these terms, any related terms, disclaimers, privacy, agreements and all provisions of the White Paper which are hereby incorporated herein by reference. 

By accepting these terms as evidenced by Participant’s acquisition of Tokens, Participant will be entering into a legally binding agreement with LaunchPAD. 

These terms contain provisions which affect Participant’s legal rights.  If Participant does not agree to these terms, Participant should not acquire any Tokens.  Please read these terms carefully. 

1. Use of Tokens.

Participant understands and agrees that the Tokens are for users unrelated to LaunchPAD, and to serve as payment and consensus enforcement markers for the creation of the generated genesis block of a new blockchain adopting LaunchPAD developed and published technologies.  Any other use is not permitted by LaunchPAD and the Participant shall be liable for all damages incurred by LaunchPAD as a consequence of such unauthorized use.  Participant understands and accepts that holding of the Tokens in no way grants any profits, future profits, claims, rights, registrations, express or implied.

Participant expressly agrees that the Tokens are not securities, are not registered with any government entity as securities, shall not ever be considered as such, are not intended to be a digital currency, a cryptocurrency, commodity or any other kind of financial instrument, do not represent any share, stake or security or equivalent rights, including, but not limited to, any right to receive future revenue shares and intellectual property rights, and do not represent any ownership right. 

The LaunchPAD prepared a White Paper dated September 14, 2017 (the “White Paper”) to describe matters related to the prepaid services and products, which sets forth, among other things, technological aspects, software matters, procedures and possible risks associated with the acquisition of Tokens.  Participant warrants and represents that it has reviewed the White Paper, any related documentation, and understands the content and provisions thereof, which provisions shall be binding on Participant and LaunchPAD. 

2. Scope of Terms.

Participant commits to acquire the Tokens for Ether or other cryptocurrencies as indicated in the White Paper and as indicated on the personal user screen of Participant.  LaunchPAD hereby expressly agrees to provide Tokens to Participant further to the provisions of these Terms and the White Paper and pursuant to smart contracts on the Ethereum blockchain. 

In order to acquire Tokens, Participant will transfer a contribution as hereinafter set forth and the smart contract will automatically allocate a number amount of Tokens, which is equivalent to the contribution based on the rates provided on the personal user screen of Participant in the ERC-20 wallet address designated by Participant once its contribution has been received and the relevant period(s) within the Token Acquisition Period expires. The Tokens minted by the smart contract shall be based on the ERC-20 token standard and compatible with ERC-20 blockchain technologies. 

Unless otherwise stated herein, these Terms govern only the acquisition of Tokens by Participant from LaunchPAD pursuant to the relevant smart contracts prior to the expiration of the Token Acquisition Period.

The use of Tokens and the relationship between LaunchPAD and Participant may be governed by any other applicable terms and policies promulgated by LaunchPAD on written notice to Participant, which terms and policies shall be binding on Participant, provided, however, such terms and policies do not adversely affect the rights and obligations of Participant in any material manner. 

In order to acquire Tokens, Participant shall send Ether or other designated cryptocurrencies, cyber-currencies, crypto-assets or currencies as set forth by LaunchPAD and as indicated on the personal user screen of the Participant, to the specified cryptocurrency address of the relevant smart contract (i.e. the address of a token distribution smart contract deployed by LaunchPAD or address of cryptocurrency wallet controlled by LaunchPAD). 

Only the Ethereum ERC-20 token smart contract address (“Smart Contract Address”) existing at the addresses referred to in these Terms (in section “Other Conditions of Tokens.”) will be able to accept contributions during the Token Acquisition Period for the deployment of Tokens after the expiration of the Token Acquisition Period.  To the extent that any third-party website, service or smart-contract offers Tokens during the Token Acquisition Period or facilitates the allocation or transfer of Tokens in any way during the Token Acquisition Period or at any time up to the expiration of the Token Acquisition Period, such third-party websites or services are, unless expressly set out in these Terms, not authorized by LaunchPAD nor do they have any legal or commercial relationship in any way with LaunchPAD or the Tokens. 

If Participant sends contributions to any third-party website, service or smart contract that offers Tokens, risk losing its entire contribution and LaunchPAD shall not be responsible or liable for recovering or returning any such contributions to Participant nor shall LaunchPAD be responsible or liable for any losses incurred by Participant with respect to any third-party transactions.

3. Other Conditions of Tokens.

USE OF ANY ONLINE EXCHANGE SERVICES (E.G., GEMINI, KRAKEN, COINBASE, POLONIEX, BITTREX AND OTHERS.), AS WELL AS USE OF MULTI-SIGNATURE WALLETS WILL LEAD TO THE LOSS OF ALL TOKENS AND CONTRIBUTIONS.  (LISTING TOKENS ON CRYPTOCURRENCY EXCHANGES SHALL BE MADE SOLELY AT THE DISCRETION OF CRYPTOCURRENCY EXCHANGES AND THIRD PARTIES AND THE COMMUNITY. 

LAUNCHPAD IS NOT RESPONSIBLE FOR THE LISTING OF TOKENS, THE LAUNCHING OF THE NETWORK, ANY PUBLIC BLOCKCHAIN OR THE OPERATION OF TOKENS BY THIRD PARTIES).  TO THE EXTENT ALLOWABLE PURSUANT TO APPLICABLE LAW OR REGULATION, THE ACQUISITION OF TOKENS BY PARTICIPANT FROM LAUNCHPAD IS FINAL, AND THUS THERE ARE NO REFUNDS AND/OR CANCELLATIONS. 

4. Acquisition Limitations.

PARTICIPANT COVENANTS, REPRESENTS, AND WARRANTS THAT PARTICIPANT RESIDES, OR IF AN ENTITY DOES BUSINESS IN, A JURISIDCTION IN WHICH IT IS LEGAL TO ACQUIRE TOKENS.  IN ORDER TO ACQUIRE TOKENS AND BY ACQUIRING TOKENS, NOR ITS PARTICIPANT COVENANTS, REPRESENTS, AND WARRANTS THAT NEITHER PARTICIPANT NOR ITS OWNERS, ARE CITIZENS OR PERMANENT RESIDENTS OF A COUNTRY OR JURISIDICTION, NOR DO SUCH OWNERS HAVE A PRIMARY RESIDENCE OR DOMICILE IN ANY OTHER COUNTRY OR JURISDICTION, THAT DOES NOT ALLOW THE ACQUISITION OF TOKENS. PARTICIPANT COVENANTS, REPRESENTS AND WARRANTS THAT IT IS NOT CITIZEN/PERMANENT RESIDENT/COMPANY FROM ANY JURISDICTION, WHERE ACQUISITION OF TOKENS IS ILLEGAL, RESTRICTED OR REQUIRES SPECIAL ACCREDITATION.   LAUNCHPAD SHALL RESERVE THE RIGHT TO REFUSE SELLING TOKENS TO ANYONE WHO DOES NOT MEET CRITERIA NECESSARY FOR THE ACQUISITION OF SAME, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. 

LAUNCHPAD WILL NOT ALLOW TOKENS TO BE ACQUIRED BY CHINESE CITIZENS, U.S. CITIZENS, PERMANENT RESIDENTS OF THE UNITED STATES AND THOSE PARTICIPANTS WHO DO NOT MEET ANY OTHER CRITERIA SPECIFIED HEREIN OR IN THE WHITE PAPER. 

IT IS ALSO FORBIDDEN TO ACQUIRE TOKENS USING FUNDS THAT CAME FROM ILLEGAL SOURCES.  AND BY ACQUIRING TOKENS HEREUNDER, PARTICIPANT REPRESENTS AND WARRANTS THAT PARTICIPANT FUNDS IN NO WAY CAME FROM ILLEGAL SOURCES, THAT PARTICIPANT IS NOT USING ANY PROCEEDS OF CRIMINAL OR ILLEGAL ACTIVITY, AND THAT NO TRANSACTION INVOLVING TOKENS ARE BEING USED TO FACILITATE ANY CRIMINAL OR ILLEGAL ACTIVITY. 

PARTICIPANT REPRESENTS AND WARRANTS THAT PARTICIPANT IS NOT AND DOES NOT REPRESENT ANY INDIVIDUAL, LEGAL ENTITY OR PARTNERSHIP UNDER ANY SANCTIONS REGIME INTRODUCED, INTER ALIA, BY U.S., E.U. OR UNITED NATIONS AND THAT IT IS NOT FROM ANY TERRITORY SANCTIONED OR EMBARGOED BY AUTHORITIES MENTIONED ABOVE. 

5. Representations and Warranties.

By acquiring Tokens and by reading and perceiving these Terms, Participant represents and warrants that:

(a) Participant has read and understands and agrees with these Terms, as well as the White Paper, the Token Acquisition Agreement(s), the Frequently Asked Questions section located on the LaunchPAD website, any related documentations, and all the relevant annexes thereto;

(b) Participant is of an age of majority to enter into these Terms, meets all other eligibility and residency requirements, and is fully able and legally competent to enter the conditions, obligations, affirmations, representations and warranties and Terms set forth herein and to abide by and comply and agree herewith;

(c) Participant will be solely responsible for any applicable taxes imposed on the Tokens acquired hereunder;

(d) Participant has in-depth knowledge and deep understanding of the crypto-economy, crypto-market, crypto-Tokens, Smart Contracts, Blockchain-based systems and cryptocurrencies,

(e) Participant has obtained sufficient information about LaunchPAD and the Tokens to enter these Terms, and can make an informed decision regarding the acquisition of Tokens;

(f) Participant is aware of and knows how to manage all the merits, risks and any restrictions associated with the crypto-economy, crypto-market, crypto-Tokens, Smart Contracts, Blockchain-based systems and cryptocurrencies;

(g) Participant understands that the crypto-economy, crypto-market, crypto-Tokens, Smart Contracts, Blockchain-based systems and cryptocurrencies, are highly theoretical, speculative and volatile in nature and that these Terms and the White Paper in no way constitute investment advice or an offer to invest, and

(h) Participant is not purchasing Tokens for any investment, speculative or other financial purposes. 

6. Acknowledgment and Assumption of Risks.

By acquiring Tokens, Participant acknowledges and accepts that:

(a) there are certain risks associated with acquiring Tokens, holding Tokens, transferring and using Tokens.  By acquiring Tokens, Participant expressly acknowledges and assumes such risks, including, but not limited to, losing access to Tokens due to loss of private key(s), risks associated with the Ethereum Protocol, mining attacks, hacking and security weaknesses, risks associated with markets for Tokens, etc.,

(b) that the Smart Contract is still in an early development stage and unproven,

(c) there is no warranty that the process for creating Tokens will be uninterrupted or error-free and there is an inherent risk that the Smart Contract could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of any cryptocurrencies or Tokens;

(d) that the blockchain technology allows new forms of interaction and

(e) that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract and which may, inter alia, result in substantial modifications of the Smart Contract and/or the Tokens protocol, including its termination and the loss of Tokens. 

7. Disclaimer of Warranties and Limitation of Liability.

To the fullest extent permitted by applicable law, in no circumstances shall LaunchPAD be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of the Tokens 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 any Participant has not been advised of the possibility of such losses and regardless of whether such losses were foreseeable). 

Participants are responsible for implementing all reasonable and appropriate measures for securing their wallet, vault or other crypto-storage mechanism used to receive and store Tokens that are received further to the Smart Contract, including any requisite private key(s) or other credentials necessary to access such crypto-storage mechanism(s). If Participant’s private key(s) or other access credentials are lost, Participant may lose access to Tokens.

LaunchPAD is not responsible for any security measures relating to Participant’s receipt, possession, storage, transfer or potential uses of Tokens nor is LaunchPAD under any obligation to recover or return any Tokens.  LaunchPAD hereby excludes (to the fullest extent under applicable law) any and all liability for any security breaches or other acts or omissions which result in Participant’s loss of (including Participant’s loss of access to) Tokens. 

THE TOKENS ARE TO BE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED.

PARTICIPANT ASSUMES ALL RESPONSIBILITY AND RISK WITH RESPECT TO ACQUIRING ANY AMOUNT OF THE TOKENS AND THEIR USE. PARTICIPANT HEREBY EXPRESSLY AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAUNCHPAD SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY, DAMAGE OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR SOFTWARE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), RESULTING FROM ANY ACQUISITION OR USE OF, OR INABILITY TO USE TOKENS, LAUNCHPAD WEBSITES OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR CONTENT ON LAUNCHPAD WEBSITES, REGARDLESS OF THE BASIS, UPON WHICH THE LIABILITY DAMAGE OR LOSS IS CLAIMED, EVEN IF PARTICIPANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 

PARTICIPANT UNDERSTANDS AND AGREES THAT LAUNCHPAD SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF THE TOKENS. 

PARTICIPANT UNDERSTANDS AND EXPRESSLY AGREES THAT LAUNCHPAD DOES NOT GUARANTY IN ANY WAY THAT TOKENS MIGHT BE SOLD OR TRANSFERRED DURING OR AFTER THE TOKEN ACQUISITION PERIOD. 

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO PARTICIPANT, THE LIMITATIONS WILL APPLY TO PARTICIPANT ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

PARTICIPANT UNDERSTANDS AND AGREES THAT IT IS PARTICIPANT’S OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO PARTICIPANT’S COUNTRY OF DOMICILE CONCERNING ACQUIRING THE TOKENS, AND THAT LAUNCHPAD SHALL NOT HAVE ANY LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED ACQUISITION OF TOKENS.  PARTICIPANT AGREES TO BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES IMPOSED ON TOKENS ACQUIRED HEREUNDER. 

8. Indemnification. 

To the maximum extent allowable pursuant to applicable law, Participant shall indemnify, defend, and hold LaunchPAD and/or its subsidiaries, affiliates, consultants, directors, officers, employees, agents, successors, and assignees harmless from and against all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or necessary to successfully establish the right to indemnification) arising out of a breach of any warranty, representation, or obligation hereunder. 

9. Intellectual Property Rights. 

LaunchPAD has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property related to the Tokens and technology. 

In no way shall these Terms entitle Participant to any intellectual property ownership.  Participant has no implied licenses or rights to such intellectual property under these Terms, as all rights in and to the intellectual property are reserved by LaunchPAD. 

10. Governing Law

The validity, interpretation, enforceability, and performance of these Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws determined and shall be selected by LaunchPAD, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of any other jurisdiction.

11. Dispute Resolution. 

Any controversy or claim (collectively, “Disputes”) arising out of or relating to these Terms or the breach thereof, shall be finally resolved by arbitration under the rules selected by LaunchPAD in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by LaunchPAD. The seat, or legal place, of arbitration shall be one selected by LaunchPAD. The language to be used in the arbitral proceedings shall be one selected by LaunchPAD pursuant to the rules then pertaining to commercial disputes and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The arbitration award shall be final and binding on the Parties.  During the pendency of the arbitration, LaunchPAD and Participant shall each be entitled to obtain provisional remedies.  The language to be used in the arbitral proceedings shall be one selected by LaunchPAD.  The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. LaunchPAD and Participant will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, LaunchPAD reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.

Participant and LaunchPAD waive their respective rights to:

(a) have any and all Disputes arising from or related to these Terms resolved in a court, and (b) to a jury trial. 

ADDITIONALLY, PARTICIPANT HEREBY WAIVES ITS RIGHT TO JOIN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION WITH RESPECT TO ALL THESE TERMS AND THE TOKENS.

Any Dispute arising out of or related to these Terms is personal to Participant and LaunchPAD and will be resolved solely through individual arbitration.  Participant waives its right to commence or join a class arbitration or class-wide arbitration in which Participant attempts to resolve a Dispute as a representative of group of individuals.  Any dispute arising out of or related to these Terms is personal to Participant and LaunchPAD 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.

To resolve any Dispute between the Parties arising out of or relating to these Terms, or the breach thereof, either Party shall give written notice of such Dispute (the “Dispute Notice”) to the other Party.  The Parties shall attempt to negotiate in good faith, for a period of not less than three hundred and sixty (360) days, to resolve the Dispute.  Notice to Participant shall be by email to the then-current email address in the Participant’s personal user page.  The Dispute Notice must include: 

(a) name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief being sought.

12. Risks

Participant acknowledges and agrees that the acquisition of Tokens and the development and publication of the technology and products of LaunchPAD carries significant financial, regulatory and reputational risks, including but not limited to those set out in the White Paper and these Terms and any related documentation.

BY ACQUIRING TOKENS PARTICIPANT EXPRESSLY ACKNOWLEDGES AND AGREES TO ASSUME THESE RISKS AND PARTICIPANT ACKNOWLEDGES EXPRESSLY THAT IT IS IN THE REPSONSIBILITY OF THE PARTICIPANT TO BE IN COMPLIANCE.

Risk of Software Weaknesses:  The Smart Contract concept, the underlying software application and software platform (i.e. the Ethereum blockchain protocol) is still in an active development stage, and unproven or theoretical. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of any cryptocurrencies and/or Tokens.

Risks Associated with Uncertain Regulations and Enforcement Actions:  The regulatory status of the Tokens and distributed ledger technology or blockchains and cryptocurrencies is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulations with respect to such technology and its applications, to LaunchPAD and the Tokens.  It is likewise difficult to predict how or whether legislatures or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, to LaunchPAD and the Tokens.  Regulatory actions could negatively impact LaunchPAD and Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration or licensing.  LaunchPAD may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.  Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract and which may, inter alia, result in substantial modifications to the Smart Contract and/or LaunchPAD, including its termination and the loss of Tokens for the Contributor. It is not known what regulatory framework and associated blockchain applications will be imposed on LaunchPAD, if any, in order to comply with any such regulatory framework or when/if LaunchPAD will be able to comply with the requirements of such regulatory framework so that it may lawfully carry out its proposed business activities. 

Risk of Abandonment / Lack of Success:  The creation and issuance of the Tokens by LaunchPAD may be abandoned for a number of reasons, including lack of interest from potential Participants, lack of funding, lack of support from consultants, key and additional personnel, and lack of commercial success or prospects (e.g. caused by competing missions).  Participant therefore understands and agrees there is no warranty or assurance that, even if LaunchPAD is partially or fully developed, or if the network is launched by a community or third party of their own willingness before development of the technology has finalized, Participant will not receive any benefits through the Tokens. 

Risk Associated with Other Applications:  LaunchPAD’s business activities may give rise to other, alternative missions, promoted by unaffiliated third parties, under which Tokens will have no intrinsic value.

Risk of Loss of Private Key(s):  Tokens can only be accessed by using an ERC-20 compatible Ethereum wallet with a combination of Participant’s user information (address), private key and password.  The private key or Ethereum wallet or ERC-20 wallet should be encrypted with a strong password.  Participant acknowledges, understands and agrees that if Participant’s private key(s) or password(s) are lost or stolen, the acquired Tokens associated with Participant address, user information, or password will be unrecoverable and will be permanently lost. Additionally, any third party that gains access to Participant private key(s), including by gaining access to the login credentials relating to a Participant’s ERC-20 Ethereum wallet, may be able to misappropriate Participant’s Tokens.

Risk of Theft:  The Smart Contract concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of Tokens or cryptocurrencies, adversely impacting the ability to derive any usage or functionality from the Tokens.  Furthermore, because LaunchPAD may be based on open-source software, there is a risk that a third party or LaunchPAD may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of Tokens, which could negatively affect LaunchPAD and the Tokens.

Risk of Ethereum Mining Attacks:  As with other cryptocurrencies, the blockchain used for the Smart Contract is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract, expected proper execution and sequencing of Token transactions, and expected proper execution and sequencing of Smart Contract computations.

Risk of Incompatible Wallet Service:  The wallet or wallet service provider used by Participant during the Token Acquisition Period, has to conform to the ERC-20 Tokens standard in order to be technically compatible with the Tokens. The failure to ensure such conformity may result in Participant’s inability to access its Tokens.

Risk of Hard-Fork:  LaunchPAD will need to go through substantial development processes part of which may become the subject of significant conceptual, technical, ideological and commercial changes before release and publication. As part of the development, an upgrade of the Tokens may be required (hard-fork of Tokens or a fork of the network creating a different instance of the blockchain in order to update the technology) and if Participant decides not to participate in such upgrade, Participant may no longer be able to use Tokens and any Tokens that have not been upgraded may lose all or a portion of their functionality.

Risk of Uninsured Losses:  Tokens are uninsured unless Participant specifically obtains private insurance.  Participant acknowledges that in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by LaunchPAD to offer recourse to Participant. 

Risks Arising from Taxation:  The tax characterization of Tokens is uncertain. Participant should seek tax advice in connection with acquisition, storage, holding and use of Tokens, in order to minimize any adverse tax consequences to Participant, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.

Risk of an Unfavorable Fluctuation of Ethereum and Other Currency Pricing:  LaunchPAD intends to diversify the contributions received during the Token Acquisition Period. The contributions received will be denominated in cryptocurrencies at first, and may be converted into other currencies or assets as set forth in the White Paper. Volatility fluctuations could be unfavorable during or after the Token Acquisition Period, and as a consequence, LaunchPAD may not be able to honor, or may not be able to maintain LaunchPAD in the manner that it intended.

Risk of Dissolution of LaunchPAD or Blockchain or Network:  It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the pricing of Ether or the viability of the Ethereum blockchain (or other cryptographic currency or currencies or assets), decrease in the Tokens’ utility due to a lack of adoption of LaunchPAD, the failure of commercial relationships, or intellectual property ownership challenges, LaunchPAD may no longer be viable to and may dissolve.

Risks Arising from Lack of Rights:  Tokens confer no rights of any kind with respect to LaunchPAD, all decisions involving LaunchPAD will be made by LaunchPAD acting in its sole and absolute discretion, including, but not limited to, decisions to discontinue LaunchPAD, to create and issue more Tokens, or to sell or liquidate Tokens. These decisions could adversely affect Participant and/or the Tokens.

Unanticipated Risks:  Tokens are a new and untested technology. In addition to the risks set out in this clause 12, there are other risks associated with your acquisition, storage, transfer and use of Tokens, including those that LaunchPAD may not be able to anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks set out in these Terms, the White Paper, or any other related document. 

13. Taxation

Participant is solely responsible for determining its contribution into the Smart Contract for the development of the Tokens, the transfer of Ether, ERC-20 Tokens or other cryptocurrencies or crypto-assets as indicated in the White Paper and as indicated in the personal user screen of the Participant, the deployment, creation, acquisition, use or liquidation of Tokens, the potential appreciation or depreciation in the pricing of Tokens over time (if any), the allocation of Tokens and/or any other action or transaction contemplated by these Terms or the White Paper or the Frequently Asked Questions related to the Tokens or Smart Contracts or related documents or other open source technologies that may give rise to any tax implications on your part. 

Participant is solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which Participant may be liable to pay tax. 

LaunchPAD shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, acquisitions, purchases, value added or similar tax which may arise from your contribution and acquisition of Tokens under or in connection with these Terms. 

By creating, holding, using or liquidating Tokens, and to the extent permitted by law, Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens or any other action or transaction related to LaunchPAD. 

14. Miscellaneous.

Neither these Terms nor the White Paper nor any other related document constitute a memorandum, prospectus or offering document, are an offer to sell, or the solicitation of an offer to buy any investment or financial instrument in any jurisdiction.  Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on re-sale or re-acquisition. 

These Terms and the White Paper constitute the entire agreement between Participant and LaunchPAD relating to Participant’s acquisition of the Tokens from LaunchPAD.  No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party to be charged. 

No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision.  In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.  If an arbitration decision concludes that any term, provision, covenant or restriction of these Terms to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any such provision that may be hereafter declared invalid, illegal, void or unenforceable. 

LaunchPAD may assign its rights and obligations under these Terms on not less than five (5) days’ prior written notice to Participant.  Any notice or other communication given or made under these Terms shall be and may be delivered in electronic form. 

At any time, LaunchPAD may make changes to these Terms without required notice to Participant as reasonably required to comply with applicable law or regulation.  In no way, LaunchPAD shall be liable for any delay or failure to perform any obligations under these Terms as a result of a cause beyond LaunchPAD’s reasonable control. 

These Terms and acquisition of the Tokens by Participant in no way create any exclusive relationship between Participant and LaunchPAD nor any partnership, joint-venture, employment or agency. 

 

 

Important Notices

NOTICE TO PARTICIPANTS WHO ARE RESIDENTS OF THE UNITED STATES.

TOKENS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE U.S. AND TOKENS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  TOKENS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

NOTICE TO PARTICIPANTS WHO ARE RESIDENTS OF CANADA.

UNLESS PERMITTED UNDER LEGISLATION, THE HOLDER OF THE TOKENS MUST NOT TRADE THE TOKENS.

NOTICE TO PARTICIPANTS WHO ARE RESIDENTS OF CHINA.

TOKENS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA. 

NOTICE TO PARTICIPANTS WHO ARE RESIDENTS OF THE UNITED KINGDOM.

IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’).

THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON.  TOKENS TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS.

THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO LAUNCHPAD, ITS DIRECTORS, ITS CONSULTANTS, ITS SHAREHOLDERS, ITS MANAGEMENT, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON. 

 

Principles of Terms

1. These Terms and the White Paper and any related documentation constitute and govern the acquisition procedures and the subsequent allocation of transferable cryptographic blockchain-based digital information units called Tokens to Participants by the Ethereum blockchain.

2. LaunchPAD promotes and develops new technologies and applications, especially in the fields of new open source and decentralized software architectures and technologies.  A dominating, but not exclusive focus is set on the promotion and development of the so-called Tokens on the related Ethereum blockchain and the related technologies and open source developments involved, as well as the promotion and support of decentralized applications using or distributing the Tokens.  LaunchPAD is building the technology but it will not configure and/or launch any public blockchain platform or network adopting the open source technologies.  Any launch of a network will occur by the community unrelated to LaunchPAD, third parties launching the network may delete, modify or supplement the technology prior to, during or after launching the network. The Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, by LaunchPAD including, without limitation, any uses, purpose, attributes, functionalities or features by LaunchPAD on the network or technology.

3. When LaunchPAD judges that the Tokens have been sufficiently developed to make feasible the network to be deployed on the Ethereum blockchain by a third party making up the community, LaunchPAD will issue an announcement recommending what initial state (“Genesis”) it should have.  The Genesis will include allocations of Tokens that are essential for the network to operate on the Ethereum blockchain.  The recommended allocations of the Tokens will reflect early contributions and the acquisitions made.  However, since the network may be launched and operated by a third party independent community of borderless participants from around the world, the community has discretion to adopt or not to adopt these recommendations.  Therefore, LaunchPAD cannot guarantee to any party that they will have an initial allocation of Tokens on the network, because this depends upon the discretion of the community and third party launching the network and adopting the technology to execute the software.  The Participant understands and accepts that LaunchPAD cannot guarantee that Participants shall have any allocation of Tokens when the network is deployed on the Ethereum blockchain or any other blockchain. 

4. The Participant understands and accepts that while the individuals and entities, including involved entities assigned to this task, will make reasonable efforts to develop and complete the technology, it is possible that such technology publication process may fail and that the network and any Tokens will not be created and operational by the third party community, become useless and/or further valueless (if any) due to technical, commercial, regulatory or any other reasons (see also section 12 regarding Risks) or by the force of free markets.

5. The Participant is also aware of the risk that even if all or parts of the technology and software are successfully developed and released in full or in parts publically or privately, due to a lack of public interest, the network launch by the third party community could be fully or partially abandoned, remain commercially unsuccessful, technically unviable, or shut down for lack of interest or other reasons. The Participant therefore understands and accepts that any transaction related to LaunchPAD, and/or the allocation, use and ownership or control of Tokens, carries significant financial, regulatory and/or reputational risks (including the complete loss of amounts (if any) of Tokens and attributed features). 

6. Participants expressly agree to all of the terms and conditions set forth in the token distribution interface (the “Acquisition Tokens application” or “ATa”) existing as a decentralized application on the blockchain at the addresses published before the start of the Token Acquisition Period and in this document (together the “Terms” and “White Paper”) and any related documentation.  The Participant further confirms to have carefully reviewed these Terms and the White Paper and the Frequently Asked Questions and whatever may constitute related documents and codes and fully understands the risks and costs.

7. The Participant also understands and accepts that - as the issuance of allocation proposals of Tokens is technology software based - the functions, terms and conditions applicable thereto are set forth in the ATa.  To the extent these Terms contained herein or in any other document or communication contradict the ones set forth in the ATa, the software based Terms of the ATa prevail.  Furthermore, no other document or communication may modify or add any additional obligations or covenants to LaunchPAD beyond those set forth practically in the ATa or in this document or in any related document or Terms.

8. This document or any related document or Terms does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction.  It is a description of the functionality of a software for informational purposes. 

9. By being a Participant, and/or by receiving, claiming, registering, transferring, using and holding Tokens, no form of partnership, joint-venture, venture or any similar relationship between the Participants, LaunchPAD and/or other individuals or entities or enterprises involved with the technology, software or the proposed third party launch of the network is created.

No Liability

Participants acknowledge and agrees that, to the fullest extent permitted by any applicable law, the Participant will not hold LaunchPAD, any developers, auditors, contractors, directors, executives, officers, consultants, advisors, or founders and/or the technology itself liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, the White Paper, ATa, the Tokens, Bitcoin, Ethereum, Graphene, Lightning Network, DPOS, DPP, LNCH, PAD, LaunchPAD, the technology, the software, or the third party launch of the network or any other cryptocurrency or blockchain or software or hardware in relation, under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors, contractors, directors, partners, venturers, executives, officers, consultants, subcontractors, advisors, or founders of the White Paper, ATa, the Tokens, Ethereum, Graphene, Lightning Network, DPOS, DPP, LNCH, PAD, LaunchPAD, the technology, the software, or the third party launch of the network or any other cryptocurrency or blockchain or software or hardware in relation shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the White Paper, ATa, the Tokens, Ethereum, Graphene, Lightning Network, DPOS, DPP, LNCH, PAD, LaunchPAD, the technology, the software, or the network or any other cryptocurrency or blockchain or software or hardware in relation to.

Participants further specifically acknowledge that LaunchPAD, any developers, auditors, contractors, directors, executives, officers, partners, venturers, consultants, subcontractors, advisors, or founders and/or the technology or the third party launch of the network itself are not liable, and the Participant agrees not to seek to hold them liable, for the conduct of third parties, including other creators of the Tokens, and that the risk of creating, holding and using Tokens or launching of the network rests entirely with the Participant or holder of Tokens and is to be deemed a community service.

By receiving, holding or using Tokens, and to the extent permitted by law, the Participant agrees not to hold any third party (including, without limitation, LaunchPAD, any developers, auditors, contractors, directors, executives, officers, consultants, advisors, or founders and/or the third party launch of the network itself) liable for any regulatory implications or liability associated with or arising from the allocation, ownership, control or use of Tokens or any other action or transaction related to LaunchPAD or the technology or the software or the third party launch of the network.

 

Copyright © 2017 LaunchPAD Inc. All rights reserved.