Dream Coin Token Sale Terms & Conditions
Last Updated: 7 May, 2018
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. NOTE THAT SECTION 8 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PURCHASE TOKENS.
Your (the “Purchaser,” “you”, or “your”) purchase of DreamCoin (“DZz”) during the indicated DreamCoin sale period (“Sale Period”) from Gaze Coin Pty Ltd (the “Company,” “we,” “us”, or “our”) is subject to these Terms and Conditions (“Terms and Conditions”). These Terms and Conditions are a legal and binding agreement between you and the Company. Your purchase of the DZz is expressly conditioned on your acceptance and compliance with these Terms and Conditions. By purchasing or holding the DZz, you agree to be bound by these Terms and Conditions. If you do not accept these Terms and Conditions in their entirety, you may not purchase DZz or receive any resulting ERC721 token (such token, the “Dream Coin ERC721” and, together with the DZz, the “Tokens”) nor participate in the “Dream Frames” game. You must read the entirety of this document carefully before making any decision to purchase the DZz. You must also monitor the www.dreamcoin.io website (the “Website”) for any announcements from the Company as we may add to or change these Terms and Conditions at any time. In the case of any amendment of these Terms and Conditions, the Last Updated date above will also be changed. Unless expressly provided elsewhere, these Terms and Conditions constitute the entire agreement between you and the Company with respect to the sale of the DZz and the delivery, holding, use and exchange of any Tokens.
Any material other than these Terms and Conditions (including, without limitation, any white paper and any statement made on social media or in person) is not legally binding and does not form part of these Terms and Conditions. The Company does not take any responsibility, express or implied, for independently verifying nor for updating any of the above information sources and you should not assume that any of the information contained in them is necessarily accurate, complete or up-to-date at any given time. In the event of any conflict between these Terms and Conditions and any other agreement made available to you by the Company, these Terms and Conditions shall control and govern.
THE OFFERING PERIOD WILL EXPIRE ON THE EARLIER TO OCCUR OF (I) THE TIME POSTED ON THE WEBSITE HAS ELAPSED OR (II) ALL OF DZz MADE AVAILABLE FOR THE SALE HAVE BEEN SOLD.
THE COMPANY HEREBY RESERVES THE RIGHT TO REFUSE TO SELL DZz TO ANYONE WHO DOES NOT MEET CRITERIA NECESSARY TO PURCHASE THEM, AS SET OUT HEREUNDER AND BY APPLICABLE LAW.
THE OFFER AND SALE OF DZz HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR ANY UNITED STATES STATE SECURITIES LAWS OR ANY APPLICABLE SECURITIES LAWS IN ANY COUNTRY (COLLECTIVELY, THE “SECURITIES LAWS”). THE TOKENS MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT AS PERMITTED UNDER THE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
The purchase of DZz involves a high degree of risk, volatility and illiquidity. A prospective purchaser should thoroughly review the information and terms contained herein, and carefully consider whether the purchase of DZz is suitable to the purchaser’s financial situation and goals. No person has been authorized to make any statement concerning the Company or the sale of DZz discussed herein other than as set forth in these Terms and Conditions, and any such statements, if made, must not be relied upon.
DZz are only for sophisticated purchasers who are knowledgeable and experienced in the features and risks of digital platforms, digital assets (including “crypto-collectibles”), blockchain technology and smart contracts. Potential purchasers should determine for themselves the relevance of the information contained in this document and related materials, in each case as supplemented from time to time, and the necessity for additional inquiry, research and professional advice. Any decision to participate in a token sale should be based upon such independent investigation and advice as you deem necessary. Prior to any purchase, the Company will give prospective purchasers the opportunity to ask questions of and receive answers and additional information from it concerning the Terms and Conditions of this offering and other relevant matters to the extent the Company possesses the same or can acquire it without unreasonable effort or expense. Purchasers should inform themselves as to the legal requirements applicable to them in respect of the acquisition, holding and disposition of the Tokens upon their delivery, and as to the income and other tax consequences to them of such acquisition, holding and disposition. This document should not be considered as a recommendation by any person to participate in any token sale or digital platform.
These Terms and Conditions do not constitute an offer to sell, or a solicitation of an offer to buy, an interest in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the United States Securities and Exchange Commission nor any other federal, state or foreign regulatory authority has approved an investment in DZz. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of these Terms and Conditions, nor is it intended that the foregoing authorities will do so. Any representation to the contrary is a criminal offense.
Purchases of DZz are denominated in United States dollars (“$” or “USD”) and Purchasers may tender USD, Bitcoin (“BTC”) or Ether (“ETH”) in exchange for DZz. The exchange rate of DZz and USD will be fixed at 1 DZz = $250.00. GZE, BTC and ETH currencies are subject to fluctuation in the rate of exchange and the exchange valuations. Such fluctuations may have an adverse effect on the value or price of DZz.
Certain statements in these Terms and Conditions constitute forward-looking statements. When used in these Terms and Conditions, the words “may,” “will,” “should,” “project,” “anticipate,” “believe,” “estimate,” “intend,” “expect,” “continue,” and similar expressions or the negatives thereof are generally intended to identify forward-looking statements. Such forward-looking statements, including the intended actions and performance objectives of the Company, involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of the Company in its development of Dream Channel and Dream Frames to differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements. All forward-looking statements in these Terms and Conditions speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. Prospective purchasers are not to construe these Terms and Conditions as investment, legal, tax, regulatory, financial, accounting or other advice, and these Terms and Conditions are not intended to provide the sole basis for any evaluation of an investment in DZz. Prior to acquiring DZz, a prospective purchaser should consult with its own legal, investment, tax, accounting, and other advisors to determine the potential benefits, burdens, and other consequences of such investment.
You and the Company agree as follows:
- Purpose and Use of the Tokens in Connection with the Ecosystem.
DZz are intended to be used in connection with an augmented reality and virtual reality (“AR/VR”) world called The Dream Channel, a decentralized AR/VR ecosystem powered by Gaze Coin (the “Ecosystem” or “Dream Channel”), and to purchase unique frames in films offered in the crypto-collectible game “Dream Frames” (collectively, the “Services”). Important additional details regarding the Services and the Ecosystem are provided in Exhibit A.
The Tokens are designed only for use in the manner expressly described in these Terms and Conditions. A holder of DZz may hold DZz in his/her digital wallet, access Dream Channel, convert DZz into Dream Coin ERC721, transfer DZz within the Ecosystem, and otherwise use the DZz in accordance with the terms and policies of the Ecosystem (the “Ecosystem Terms and Policies”).
Ownership of the Tokens carries no rights, express or implied, other than the right to use the Tokens as a means to obtain Services, and to enable usage of and interaction with the Ecosystem, if successfully completed and deployed. In particular, you understand and accept that DZz do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to vote or receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Ecosystem, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Ecosystem, subject to limitations and conditions in these Terms and Conditions and applicable Ecosystem Terms and Policies. The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument. The purchase of DZz nor any resulting Dream Coin ERC721 is not guaranteed nor expected to be profitable. Neither the Company nor anyone else is obliged to redeem or purchase any of the Tokens from anyone at any time.
- General Terms and Conditions.
Unless otherwise stated herein, this Section 2 General Terms and Conditions governs only your purchase of DZz from us during the Sale Period.
- Cancellation; Refusal of Purchase Requests. Your purchase of DZz from us during the Sale Period is final, and there are no refunds or cancellations except (a) if the Minimum Threshold (as defined in Exhibit B) is not reached, pursuant to applicable procedures set forth in Exhibit B or (b) as may be required by applicable law or regulation. We reserve the right to refuse or cancel DZz purchase requests at any time in our sole discretion.
- DZz Sale Procedures and Specifications. Important information about the procedures and material specifications of our DZz sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the DZz sale, the amount of DZz we will sell, and our anticipated use of the DZz sale proceeds. By purchasing DZz, you acknowledge that you understand 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 DZz, holding DZz, and using DZz in connection with the Services and Ecosystem, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at firstname.lastname@example.org. BY PURCHASING DZz, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
- Security. You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold DZz 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 DZz. We are not responsible for any such losses.
- Personal Information. We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling DZz to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell DZz to you until you provide such requested information and we have determined that it is permissible to sell you DZz under applicable law or regulation.
- Taxes. The purchase price that you pay for DZz is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of DZz, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of DZz.
- Representations and Warranties of Purchaser.
By transferring Bitcoin, Ether or U.S. Dollars to the smart contract system (“Smart Contract System”, as explained in Exhibit B) to purchase DZz from the Company, you represent and warrant the following:
- You have read and understand these Terms and Conditions (including all Exhibits);
You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Bitcoin and Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and Conditions and to appreciate the risks and implications of purchasing DZz.
- You have obtained sufficient information about DZz to make an informed decision to purchase DZz.
- You understand the restrictions and risks associated with the creation of DZz by the Smart Contract System as set forth herein and acknowledge and assume all such risks.
- You understand that Dream Channel may be subject to implementation hurdles and the intended Services, features or attributes of Dream Channel may change significantly or fundamentally between the purchase date of DZz and launch of Dream Channel or Dream Frames. There is no guarantee or assurance that development of Dream Channel will be completed as you expect, or the quality, nature or standard of the Services or any attributes will be made available through Dream Channel.
- You understand that the Tokens have not been, and will not be, registered under the Securities Laws, and in some jurisdictions such lack of registration may be by reason of specific exemptions from the registration provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of your representations as expressed herein. You understand that the Tokens are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, if you are a “U.S. Person” as defined in Regulation S you must hold the Tokens indefinitely unless they are registered with the SEC and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. You acknowledge that the Company has no obligation to register or qualify the Tokens for resale in the United States and further acknowledge that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Tokens, and on requirements relating to the Company which are outside of your control, and which the Company is under no obligation, and may not be able, to satisfy. You further agree and understand that no matter your jurisdiction the Company may place additional limitations on the transferability of the Tokens through the applicable blockchain.
- You understand and acknowledge that the Tokens are not transferable to any blockchain address prior to successful completion of Dream Channel. Even after the completion of Dream Channel, the Tokens may be transferred only in accordance with these Terms and Conditions and applicable laws and regulations.
- If you transfer any Tokens to a wallet or address owned by another person, then that person and the owner of each other wallet or address to which that Token is further transferred are each deemed to be bound by these Terms and Conditions for the period of time they hold such Tokens. By transferring any Tokens, you assign all your rights, title and interest under these Terms and Conditions to the owner of the wallet or address to which you transfer that Token.
- You understand, acknowledge and assume the risks associated with the purchase, holding and use of Tokens in connection with the Services and Ecosystem, as explained and disclosed in Exhibit A.
- You understand that Tokens confer only the right to receive Services and to access the Ecosystem and confer no other rights of any form with respect to the Ecosystem or Company or its corporate affiliates, 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 DZz solely for the purpose of receiving Services, accessing the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem, being aware of the commercial risks associated with the Company and the Ecosystem. You are not purchasing DZz for any other purposes, including, but not limited to, any investment or other financial purposes.
- Your purchase of DZz complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing DZz, using the Tokens, and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
- You understand that the Company is under no obligation to issue replacement Tokens in the event any Token or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable by you for any reason.
- You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of DZz.
- If you are purchasing DZz on behalf of any entity, you are authorized to accept these Terms and Conditions on such entity’s behalf and that such entity will be responsible for breach of these Terms and Conditions by you or any other employee or agent of such entity (references to “you” in these Terms and Conditions refer to you and such entity, jointly).
- If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
- You are not resident or domiciled in New York State or purchasing DZz from a location in New York State.
- You understand and acknowledge that title to, and risk of loss of, DZz you purchase from the Company and receive from the Smart Contract System passes from Company to you in the Commonwealth of Australia.
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 all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of DZz, (ii) your responsibilities or obligations under these Terms and Conditions, (iii) your violation of these Terms and Conditions, or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 4. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) DZz ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, 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 TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR THE TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
- Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES 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 TOKENS OR OTHERWISE RELATED TO THESE TERMS AND CONDITIONS, REGARDLESS OF THE FORM 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 THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR DZz.
THE LIMITATIONS SET FORTH IN THIS SECTION 6 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from 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 California Civil Code § 1542 as well as any other 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 favor at the time of agreeing to this release.
- Dispute Resolution; Arbitration.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE 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 party 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, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms and Conditions resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you 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 and Conditions 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.
- International Arbitration Act. The enforceability of this Section 8 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Arbitration Act 1974 (Cth) (the “IAA”), to the maximum extent permitted by applicable law.
- Notice; Informal Dispute Resolution. Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at [support@DreamCoin.io]. Notice to you shall be by email to the then-current email address in your account on Dream Channel. Your 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 you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Company may, as appropriate and in accordance with this Section 8, commence an arbitration proceeding or, to the extent specifically provided for in Section 8(a), file a claim in court.
- Arbitration Location. Any arbitration will occur in Sydney, New South Wales, Commonwealth of Australia. Arbitration will be conducted confidentially by a single arbitrator, who is familiar with cryptocurrency and digital asset matters, in accordance with the rules of the Australian Centre for International Commercial Arbitration (“ACICA”), which are hereby incorporated by reference. The state and federal courts located in Sydney, New South Wales will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
- Authority of Arbitrator. As limited by the IAA, these Terms and Conditions and the applicable ACICA rules, 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 action, which is prohibited by these Terms and Conditions. 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.
- Rules of ACICA. The rules of ACICA and additional information about ACICA are available on the ACICA website. By agreeing to be bound by these Terms and Conditions, you either (i) acknowledge and agree that you have read and understand the rules of ACICA, or (ii) waive your opportunity to read the rules of ACICA and any claim that the rules of ACICA are unfair or should not apply for any reason.
- Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 8 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 8 will remain valid and enforceable. Further, the waivers set forth in Section 8(b) are severable from the other provisions of these Terms and Conditions and will remain valid and enforceable, except as prohibited by applicable law.
- Entire Agreement; Amendments. These Terms and Conditions constitute the entire agreement between you and us relating to your purchase of DZz from us. We may make changes to these Terms and Conditions from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms and Conditions at www.dreamcoin.io and update the “Last Updated” date above. The amended Terms and Conditions will be effective immediately.
- Binding Agreement. You understand that these Terms and Conditions, upon acceptance by the Company, shall constitute a binding agreement between you and the Company. These Terms and Conditions and the rights, powers and duties set forth herein shall bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.
- Governing Law. These Terms and Conditions will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Australia, 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 or relating to these Terms and Conditions or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Commonwealth of Australia.
- Assignment; Waiver. We may assign our rights and obligations under these Terms and Conditions. Our failure to exercise or enforce any right or provision of these Terms and Conditions 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 and Conditions where the delay or failure results from any cause beyond our reasonable control.
- Severability. If any term, clause or provision of these Terms and Conditions is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and Conditions 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 and Conditions.
- No Voting Rights. The Purchaser is not entitled, as a holder of the Tokens, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the purchaser, as such, any of the rights of an equity holder of the Company or any right to vote for the election of managers or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
- Force Majeure. The Company shall not be liable or responsible to the purchaser, nor be deemed to have defaulted under or breached these terms, for any failure or delay in fulfilling or performing any of these Terms and Conditions, including without limitation, launching Dream Channel, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest; (d) adverse changes in applicable law; or (e) action by any governmental authority.
- Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of the agreement represented by these Terms and Conditions or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceedings, in addition to any other relief to which they may be entitled.
- Notice. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms and Conditions, will be provided in electronic form.
- No Relationship. Purchasing DZz from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms and Conditions 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.
Description of Company, Ecosystem, and DZz
Overview of Company and Affiliates
The Company is a privately held company with limited liability incorporated in the Commonwealth of Australia. The Company will have the primary responsibility for the provision of the development of the Tokens, Dream Frames, and the Ecosystem.
Overview of Dream Frames Dream Frames functions as a “crypto-collectibles” game that allows DZz purchasers to buy unique frames in films, providing them with a royalty by a simple smart contract between the seller and buyer. Dream Frames generates a unique DZz token (ERC20 protocol) for every frame of the film tethered to the blockchain. DZz holders may subsequently allocate their DZz to specific frames in the Dream Channel film, generating Dream Coin ERC721 and potential royalty rights as described on the Dream Frames website at www.dreamcoin.io.
Development of Ecosystem with DZz Functionality and Services
The Company now intends to introduce new components into the Ecosystem in the form of DZz and an accompanying DZz wallet. DZz is based on the Ethereum protocol and conforms to the ERC20 standard. DZz will be the utility token for conducting transactions and obtaining Services on the Ecosystem.
Currently, it is anticipated that the Services to be facilitated through DZz and the Ecosystem, as developed and made available by Company, will relate to the purchase of frames in a film named “Dream Channel.” Dream Frames may at some point be used in conjunction with subsequent films.
Further details regarding the Ecosystem are described on the Dream Frames website at www.dreamcoin.io. The information contained in Dream Frames’ website are of descriptive nature only, and do not, unless explicitly incorporated herein, form part of the Terms and Conditions.
Although the Company intends to develop the Ecosystem in the manner generally described above and on its website, it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.
Token Sale Procedures and Specifications
Total Number of DZz to be Created and Sold
The number of DZz that will be created is 14,040.
Commencement and Duration of Token Sale
The Company’s sale of DZz will begin at 7am GMT time on May 8, 2018 and continue for ninety (90) days (the “Sale Period”).
The exact rate between DZz to ETH will be determined just prior to smart contract deployment. It will be the equivalent of U.S. $10.00 worth of ETH for 1 DZz.
Bitcoin (BTC) and Ethereum (ETH) will be accepted in the crowd sale.
Procedures for Buying and Receiving DZz
In order to purchase DZz during the Sale Period, and to receive the DZz you purchase, you must have an Ethereum wallet that supports the ERC20 token standard. Company reserves the right to prescribe additional wallet requirements.
Approximately forty-eight (48) hours prior to the commencement of the Sale Period, Company will publish an address for the DZz sale via www.dreamcoin.io. To initiate a purchase of DZz during the Sale Period, you must send an amount of Ether to an Ethereum address (the “DZz Token Address”) that will be provided to you only after you agree to these Terms and Conditions by clicking the “I Agree with the Terms and Conditions – View the DZz Token Address” button at the bottom of these Terms and Conditions. Sending Ether to the DZz Token Address during the Sale Period triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and deliver DZz at the end of the sale to the ERC20 wallet address from which the Ether were sent.
Ether must be sent to the DZz Token Address during the Sale Period in order to purchase and receive DZz. Sending Ether to any other address may result in loss of Ether. Attempted transactions to purchase DZz will be rejected if Ether is sent to the DZz Token Address at any time before or after the Sale Period.
The Smart Contract System is deployed by Company from the Commonwealth of Australia and is programmed so that all transactions it executes will be executed in the Commonwealth of Australia. As such, title to, and risk of loss of, DZz created and delivered by the Smart Contract System passes from Company to purchasers in the Commonwealth of Australia.
Use of Proceeds from DZz Token Sale
The Ether that the Company receives for DZz sold to purchasers during the Sale Period, up to [AMOUNT] Ether, will be used to compensate engineers, staff and contractors, cover operating costs and marketing expenses, and to address other administrative and unforeseen costs. The primary use of the proceeds will be to develop DZz and Dream Channel.
Certain Risks Relating to Purchase, Sale and Use of DZz
Important Note: The DZz are not being structured or sold with the intention to be securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding and using DZz, you expressly acknowledge and assume the following risks:
Dream Channel will begin development after the ICO and there is substantial risk that its technology will not be completed.
The Tokens are usable on Dream Channel, which is still in an early phase of development, and the Company will begin to implement its plan for Dream Channel after the ICO. There can be no assurance that Dream Channel will ever operate at the scale necessary for the Tokens to gain use or value. Although the Company intends for DZz and Dream Channel to follow the specifications set forth on the www.dreamcoin.io and intend to take commercially reasonable steps toward those ends, the Company may have to make changes to the specifications of DZz or Dream Channel for any number of legitimate reasons. Various features of Dream Channel, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed frequently without notice. This could create the risk that DZz or Dream Channel, as further developed and maintained, may not meet your expectations at the time of DZz purchase. Furthermore, despite our good faith efforts to develop and maintain Dream Channel, it is still possible that Dream Channel will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact DZz and Dream Channel. Further, Dream Channel may encounter difficulties during development, including financial, resourcing and technical difficulties. These difficulties are unpredictable and may be unresolvable. Development of Dream Channel may therefore fail, terminate or be delayed at any time for any reason. Particular features of Dream Channel may never be realized. Such failure, termination or delay is likely to reduce and may completely eliminate any utility and value that the Tokens hold.
Risks Associated with the Development and Maintenance of the Ecosystem.
The Ecosystem is still under development and may undergo significant changes over time. Although we intend for the Tokens and the Ecosystem to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or the Ecosystem for any number of legitimate reasons. This could create the risk that the Tokens or the Ecosystem, as further developed and maintained, may not meet your expectations at the time of purchasing DZz. Furthermore, despite our good faith efforts to develop and maintain the Ecosystem, it is still possible that the Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Ecosystem and the potential utility of the Tokens, including its utility for obtaining Services.
Risk of Insufficient Interest in the Ecosystem or Distributed Applications.
It is possible that the Ecosystem will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of the Dream Channel film or of distributed platforms (such as the Ecosystem) more generally. Such a lack of use or interest could negatively impact the development of the film or the Ecosystem and the potential utility of the Tokens, including its utility for obtaining Services.
Risk of Alternative Ecosystems and Tokens.
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Ecosystem and attempt to facilitate services that are materially similar to the Services. The Ecosystem may compete with these alternative platforms, which could negatively impact the Ecosystem and the Tokens, including the Tokens’ utility for obtaining Services. The Tokens themselves will compete with Ethereum smart contracts and other protocol tokens. Barriers to entry are relatively low, and new Ethereum-based initial coin offerings that do or could compete with the Tokens are formed regularly. Given the number of competitors and the fact that the Tokens are a new cryptocurrency, it is possible the Tokens may fail to have an adequate launch.
Risk of Losing Access to the Tokens Due to Loss of Private Key(s), Custodial Error or Purchaser Error.
A private key, or a combination of private keys, is necessary to control and dispose of the Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing the Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store the Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to follow precisely the procedures set forth in Exhibit B for buying and receiving Tokens, including, for instance, if you provide the wrong address for receiving Tokens, may result in the loss of your Tokens.
Risks Associated with the Ethereum Protocol.
Because the Tokens and the Ecosystem are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Ecosystem or the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Ecosystem, including the utility of the Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
Risk of Mining Attacks.
As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating the Tokens’ transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Ecosystem and the Tokens, including, but not limited to, accurate execution and recording of transactions involving the Tokens.
Risk of Hacking and Security Weaknesses.
Hackers or other malicious groups or organizations may attempt to interfere with the Ecosystem or DZz in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ecosystem is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and the Tokens, including the Tokens’ utility for obtaining Services.
Risks Associated with Markets for the Tokens.
The Tokens are intended to be used solely on the Ecosystem, and Company will not support or otherwise facilitate any secondary trading or external valuation of the Tokens. This therefore creates an illiquidity risk with respect to the Tokens you hold. Even if secondary trading of the Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to the Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses.
Unlike bank accounts or accounts at some other financial institutions, the Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions.
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Ecosystem and the Tokens. Regulatory actions could negatively impact the Ecosystem and the Tokens in various ways, including, for purposes of illustration only, through a determination that the Tokens are a regulated financial instrument that require registration or licensing. Company 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.
Risks Arising from Taxation.
The tax characterization of the Tokens is uncertain. You must seek your own tax advice in connection with purchasing DZz, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risk of an Unfavorable Fluctuation of Ether and Other Currency Value.
The Company team intends to use the proceeds from selling DZz to fund the maintenance and development of the Ecosystem, as described further in Exhibit B. The proceeds of the sale of DZz will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development or may not be able to develop or maintain the Ecosystem in the manner that it intended.
Risk of Dissolution of the Company.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the Tokens’ utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Ecosystem may no longer be viable to operate, and the Company may dissolve.
Risks Arising from Lack of Governance Rights.
Because the Tokens confer no governance rights of any kind with respect to the Ecosystem or the Company, all decisions involving the Ecosystem, or the Company will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue the Ecosystem, to sell more the Tokens for use in the Ecosystem, or to sell or liquidate the Company. These decisions could adversely affect the Ecosystem and the utility of the Tokens that you hold, including the Tokens’ utility for obtaining Services.
Risks Associated with New and Evolving Laws Impacting Advertising and Advertising Technology.
The advertising and advertising technology ecosystems, and by extension our own Ecosystem, are subject to a variety of federal, state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, child protection, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change.
In addition, new laws or regulations affecting the Company could be enacted. As the Ecosystem evolves, Company may be subject to new laws and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of Company’s attention and resources. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Company, the Ecosystem and the Tokens, including the Tokens’ utility for obtaining Services.
Additionally, the advertisers and publishers within the Ecosystem are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Ecosystem and the Tokens, including the Tokens’ utility for obtaining Services.
Cryptographic tokens such as the Tokens are a relatively new technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.