TERMS OF TOKEN SALE

Last updated: December, 12, 2017

 

 

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY.

NOTE THAT SECTION

15 CONTAINS A BINDING ARBITRATION

CLAUSE AND REPRESENTATIVE ACTION

WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS TOKEN SALE, DO NOT PURCHASE TOKENS.

 

 

This document acts as an agreed upon Terms of Token Sale (“Terms”) between you (“Purchaser”,“User”, “you”) and NeumCoin Network, registered in the Republic of Estonia  and registered office address Tammsaare tee 47, Tallinn, 11316, Estonia (“NeumCoin”,“Company”,“we”,“us”). Each of you and the company are a “Party”,and together the “Parties.” You accept these Terms when you purchase NeumCoin’s NEC  tokens (“NEC  Tokens”, “Tokens”).

NEC  tokens is usual digital product (digital goods, digital commodities), developed by the Company as variety of digital tokens, specified by standard Ethereum ERC20 Token Standard

(ERC20). The existence of this good maintains by smart contract developed by the Company and Ethereum blockchain developed by third parties. The Purchaser states that he knows all the aspects of such goods. The NEC  Tokens can be issued by the Company only once during token sale perioda nd within the limits stipulated by token sale, i.e. no more than 50 000 000. NEC  Tokens issuance is technically impossible after token sale neither for the Company nor for any other persons including the developers of Ethereum.

 

NEC  Tokens functions are determined by standart ERC20 and possibilities included into smart contract NEC  tokens of the Company –this is, for example, receiving and storing, termination (“burning”), transfer to the other user of Ethereum.

 

Some of those mentioned above of others sphere of application of NEC  Tokens may appear in course of time–upon an initiative of the Company or without the participation and intention of the Company in accordance with blockchain technology.

 

Since the moment of receiving of NEC  Tokens by the Purchaser into its ownership for the aim of individual usage, the Company losses the possibility as well as instruments of full influence on NEC  Tokens – since that moment NEC  Tokens are considered to be Purchaser’s property, and the deal on the creative and transfer of such property form the Company to the Purchaser is considered to have been paid and legally closed. NEC Tokens are proposed for utilitarian usage in the capacity of service fee payment only (“Gas”, “Transactional gas”) in other independent Product of the Company –NeumCoin platform and its derivatives (“Platform”).

 

Transactional gas in the capacity of NEC  Tokens is necessary to the NeumCoin system for making and confirmation of transactions.

 

Usage of Platform, including, but not limited to usage of NEC  Tokens in Platform are guided by separate agreements with NeumCoin users. NeumCoin project will be issued in 2018. So, NEC  Tokens product is one of the type of permanent tickets (certificates, coupons) for making of specified transactions on Platform in the future.

 

That is why repeated usage of one and the same NEC  Tokens for payment of Gas is not permitted. The token sale is the form of pre-order for usage of Platform . Blockchain was determined as database for keeping of data about release of good, its movement and redemption due to the fact of its reliability (permanence guaranteed by decentralizing) and popularity.

Purchase of NEC  Tokens is subject to these Terms.

 

By purchasing NEC  Tokens from us, you will be bound by these Terms and all terms incorporate

d by reference. If you have any questions regarding these Terms, please contact a NEC

Tokens sales team at support@neumcoin.com

.

You and the Company agree as follows:

 

  1. Purchase of NEC Tokens

Subject to the Terms of Service and these Terms, the Company agrees to sell to you and you agree to purchase from Company a specific number of NEC  Tokens at the price listed on tokensale.

 

  1. Neumcoin.com (“Site”) depending on the time of purchase.

 

 

Scope of Terms.

(a) Unless otherwise stated herein, these Terms govern purchase of NEC  Tokens from the Company during sale period from October 31, 2017 to January 13, 2018 (“Sale Period”) or until a hard cap as provided in White Paper is reached, whichever is sooner (“Hard Cap”). Any payment received by the Company after the end of the Sale Period will be accepted only if it was originated during the Sale Period. Company may request to provide evidence of payment from Purchaser.

 

Since NEC  Tokens are sold for bitcoins, but Hard Cap is determined in USD, justifiable overrun of Hard Cap is deemed allowable within margin related to exchange rate fluctuations, volatility (thence amount of collected funds should exceed Hard Cap for not less than 1 business day ).

 

Such overrun of Hard Cap does not result the Company obligations to cancel some NEC  tokens purchase.

(b) Any use of NEC  Tokens will be governed primarily by other applicable terms and policies, [which will be available on the Site or affiliated sites upon the distribution of the NEC  Tokens] (collectively, “NeumCoin Terms of Use”).

 

 

The NeumCoin Terms of Use may change from time to time at the Company’s sole discretion with the amended NeumCoin Terms of Use posted instead of the previous version.

 

(c) To the extent of any conflict with these Terms, the NeumCoin Terms of Use shall control with respect to any issues relating to the use of NEC  Tokens.

 

 

(d) During Sale Period NeumCoin can carry out marketing events which includes those when

Tokens are provided for free. Such events are intended to the increase of total tokens sales amount during Sale Period.

 

Rules of the events may be published at Neumcoin.com

Or ico.neumcoin.com

,

in WhitePaper or announced to Purchaser by any other means.

(e) Terms of Token Sale, Terms of Service and Privacy Policy Are a single set of rules which regulate the relationships between Purchaser and NeumCoin. You cannot accept it the partially,

this set of rules should be accepted in full.

 

 

(f) Should any conflict between Terms of Token Sale and Terms of Service, Terms of Token

 

 

Sale shall prevail.

(g) Should any conflict between Terms of Service and Privacy Policy,

Terms of Service shall prevail.

 

 

(h) NeumCoin has the right to enter into agreement with any of Purchasers on special conditions (including commercial conditions) which may be different from those stipulated by this Terms.

 

 

  1. Purchase Procedure. Purchase procedure will largely depend on the time of transfer of the funds for the purpose of the Token purchase:

 

 

  • Purchase of NEC Tokens requires a creation of the Account on the Site.

 

  • If you transfer the fund for the purpose of purchasing NEC Tokens to your Account on or before January 4, 2018, the funds will be treated as a deposit and you would be required to manually complete the purchase due to the additional bonuses available for purchases over certain amounts.

 

 

If you fail to purchase NEC  Tokens at the time the bonuses are offered, you would be deemed to purchase NEC  Tokens at the highest price available at the end of the token sale.

 

The number of purchased NEC  Tokens shall be determined based on the total amount you used for the purchase of the NEC  Tokens with applicable bonuses available to you, and/or total amount of your transfer you made for the purpose of purchasing NEC  Tokens if you fail to make a purchase during the time when bonuses were offered.

 

 

(c) If you transfer funds for the purpose of purchasing NEC  Tokens to your Account on or after January, 5, 2018, your funds will be treated as a payment for NEC  Tokens and bonuses available at the time of payment will apply to your purchase automatically when receipt of your payment is confirmed.

 

 

The number of purchased NEC  Tokens shall be determined based on the total amount received by

Company for the purpose of purchasing NEC  Tokens and applicable

bonuses available to you at the time of receipt of your payment.

(d) You understand if at the end of token sale the balance of your account is less then sum which is equivalent of cost per one Token those sum is transferred to ownership of Company as its revenue, because refund of such a sum to the Purchaser would mean the losses which are bigger (for Company as well as for the Purchaser) than such sum on Purchaser’s account

 

(e) Prior to distribution of NEC  Tokens, you are required to provide an address of the third party digital wallet (“External Wallet”), where your purchased NEC  Tokens would be distributed to and complete necessary steps to connect your External Wallet to the Account according to the instructions placed by Company in your Account prior to the distribution of the NEC  Tokens.

The External Wallet must support the ERC-20 tokenstandard.

 

For any assistance with the setup of the External Wallet, Purchaser shall contact support@Neumcoin.com.

 

 

(f) Following the successful purchase, the information about purchased NEC  Tokens will be reflected within 72 hours in your Account and External Wallet if provided by you inside of your

Account. The purchased NEC  Tokens would be available for withdrawal upon distribution by NeumCoin as set forth in Sections 4 and 5 of these Terms.

 

 

  1. Timeframe of Distribution

.

  1. The Company distributes NEC tokens to the Purchaser bought by it from the Purchaser’s account into External Wallet on the Site during 10 business days since the end of token sale on any provided grounds of end of token sale:

 

1) maturing of last stipulated day of public sale of NEC  tokens;

2) sum of selling of NEC  tokens is equal to the one stipulated by Hard Cap.

3) Operation of maximum technical limit of NEC  tokens issuing.

4) on any other ground which was not provided previously.

 

Such distribution of NEC  tokens does not require a separate application

from the Purchaser to the Company.

 

Within 10 business days mentioned above the Company can

still processes NEC  Tokens purchases since payments can be processed with considerable delay.

 

 

The Company starts to cancel still outstanding income if their total value after end of token sale has already exceeded 20% of Hard Cap or since the end of token sale have passed more than 10 Business days.

 

 

  1. b) In the special context of the good the transfer of NEC tokens to External Wallet provided by the Purchaser in Account on the Site is the event and fact of successful delivery of good to the Purchaser by the Company and considers as confirmation of accepting of respective quality good in respective volume by the Purchaser from the Company.

 

 

From that moment the deal on sale of NEC  tokens between the Company and the Purchaser is considered to have been closed with the all of characteristics of finality, Unconditionality and irrevocability of this deal, and Parties’ obligations is considered to have been performed in a proper way and fully. This term does not depend on the current condition of NEC  tokens (whether they are active or inert inaccordance with subparagraph d) of this paragraph) or condition of term of NEC  tokens receiving (before maturity or on time in accordance with subparagraph a) and e) of this paragraph).

 

 

NEC  tokens must to be the variety of digital property which operates on blockchain technology Ethereum in accordance with the

standards and guidelines digital property of its kind with all the consequences that come with it – this is basic characteristic which ought to be in accordance with the NEC  token as the good to satisfy the needs of the Purchaser in its purchase from the Company.

Both Parties of these Terms of Token Sale agree and stipulate that from the moment of transfer of NEC  tokens from the Company to the External Wallet provided by the Purchaser in its Account on Site,

the company and the Purchaser have no claims and demands against each other.

 

 

с) Distribution of NEC  tokens at the time stipulated by subparagraph a) on this paragraph is carried out if only the Purchaser provided its External Wallet in its Account on the Site

(in accordance with paragraph 5 of these Terms of Token Sale)

necessary for receiving of NEC  tokens bought by it. In case the Purchaser did not provide such address at the time of tokens distribution stipulated by subparagraph a) on this paragraph, all tokens bought by the Purchaser are transferred to the Company temporary storage until claiming of such NEC  tokens personally by the Purchaser.

 

 

For the aim of such late claiming the Purchaser sends

application in free form at support@Neumcoin.com from email which was used for registration of Account on Site. Such late claiming is possible during one calendar year since the end of token sale. After expiring of that time NEC  tokens paid by the Purchaser are considered to have been unclaimed and shall become property of the Company.

 

 

NEC  tokens unclaimed in the time stipulated by subparagraph a) on this paragraph as well as the actions with NEC  tokens taken by the Company on the conditions of this paragraph have the same legal implications in respect of completeness and undeniability of deal which is stipulated in subparagraph b) of this deal. By reason of the Company has possibility of single-shot issue of NEC  tokens only during token sale and within of certain restrictions (as in regard of the sum as well as in respect of maximum amount of issued tokens which is regulated by smart contract of NEC  tokens).

 

 

So, purchasing of NEC  tokens in itself by some of Purchaser even without of transfer of NEC  tokens into some External Wallet affects irreparably on commercial activity of the Company, token sale process and profiting from token sale.

 

 

Knowing that, the Company ask the Purchaser not to buy NEC  tokens if the Purchaser doubts in worthwhileness in such buying in

order for “not take the seat” of other Purchaser, since “amount

of seat is severely restricted and limited”. d) the Purchaser has the right to submit a request to the Company for early transfer of NEC

tokens bought by it from its Account on the Site to the External Wallet provided by the Purchaser.

 

 

The Company has the right to reply to the request for an indefinite amount of time. Such Purchaser

request means accelerated phase-out of NEC  tokens purchase cancellation right as well as cancellation of refund sum paid by the Purchaser for respective NEC  tokens in accordance with information in the Account on the Site, since all the NEC  tokens transaction reflected in smart contract and blockchain Ethereum cannot be cancelled, refunded or corrected in some other way.

 

 

This is the one of key feature of NEC  tokens as good which known for the Purchaser and with which it agrees and understands. Sending of such request by the Purchaser to the Company among others is order of the Purchaser for early onset of all the events provided by subparagraph b) of this paragraph.

 

 

The Company has the right to impose restrictions in regard of minimal purchase of NEC  Tokens which the Purchaser may receive prematurely in accordance with this paragraph. In such cases NEC  Tokens will be transferred in External Wallet provided by the Purchaser within the time

limit fixed by the subparagraph a) of this paragraph, despite Purchaser’s requests sent to the Company. These restrictions are related with the expenses in cryptocurrency. Ethereum (ETH)

for initial issuance of NEC  Tokens from smart contract in External Wallet, which the Company bears under rules of Ethereum blockchain (NEC  Tokens are used).

 

 

  1. e) The Company has the right to deliver NEC Tokens in External Wallet provided to the Company by the Purchaser initially in inactivated (blocked) form for the aims of countering of

fraud and speculation on NEC  Tokens, as well as for possibility to correctly finalize all the settlement before the definitive finalization of issue of NEC Tokens under smartcontract (further

inaccessibility of this possibility for the Company).

 

 

This temporary circumstance does not affect on global properties and only means the impossibility of making further transactions of NEC

tokens from External Wallet for a certain period of time. The Company one-time activates (unblocks) all the issued NEC  tokens at a time provided by subparagraph a) of this paragraph.

 

 

It is stipulated by NEC  tokens smart contract that NEC  Tokens can be inactivated (blocked) only at the moment of their initial issue and activation (unblocking) of NEC  Tokens can be performed

only once without the possibility of deactivation (blocking) of activated (unblocked) NEC  Tokens. Information about current conditions of NEC  Tokens may be taken from NEC  tokens smart

contract in blockchain Ethereum.

 

  1. Receipt of NEC Tokens. On the date of distribution, purchased NEC  Tokens will be

distributed by Company to the External Wallet of the Purchaser if one is provided, or become

available for withdrawal in the Account. Failure to provide a correct address of the External Wallet

will result in the loss of purchased NEC  Tokens, which shall be the sole responsibility of the Purchaser. Failure to provide the External Wallet or to complete its set up, will delay the withdrawal of the purchased NEC  Tokens, which shall be a sole responsibility of Purchaser.

 

 

Purchaser shall be responsible for implementing reasonable measures for securing the External Wallet, vault or other storage mechanism Purchaser decides to use to receive and hold Tokens

outside of the Account, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).

 

If Purchaser’s private key(s) or other access credentials are lost, Purchaser may lose access to the purchased NEC  Tokens.

Company shall not be responsible for any such losses.

 

  1. Terms and Conditions of NEC Token.

Also,the NEC  Token terms and conditions are as set forth in the White Paper(since it is custom for blockchain

community in respect of sale of goods which are similar to NEC  Tokens) located at Neumcoin.com, which terms are incorporated hereto by reference.

 

 

  1. Cancellation; Refusal of Purchase Requests

(a) The purchase of NEC  Tokens from Company is final upon the distribution of NEC  Tokens and there will be no refunds or cancellations except as specifically provided in these Terms.

However, prior to the distribution of NEC  Tokens, purchaser may request a refund by contacting Company at support@Neumcoin.com.

 

In addition, Company reserves the right to cancel any NEC  Token purchase or refuse any purchase requests at Company’s sole discretion for any reason. In such case, Company will issue a refund in the same form of payments as was made by you and to the same wallet address, bank account, or a third party payment processor where your funds were transferred from. We may deduct the transaction cost from the refund amount, if any.

 

 

At least, this is the cost for payment receiving through CoinPayments.Net (0.5% of the payment amount) + the

cost for the outgoing transaction from us in the blockchain of a certain cryptocurrency at the moment of sending the funds or $65 for refund in USD + the cost for converting of any other cryptocurrency to BTC (commission and rate) based at CoinPayments.Net tariffs or, on discretion of the Company, re-count of cryptocurrency calculated at the current BTC exchange rate (since Tokens are evaluated and sold on the Site for bitcoins).

 

 

(b) The Company has the right to refuse to return payments made by you as the deposit of funds, if the payments details of their sending to us are different with the requisites given by you for receipt of the requested refund.

 

 

(c) The Company has the right to refuse the Purchaser to cancel the purchase of NEC  Tokens which have not been transferred to External Wallet provided to the Company by the Purchaser if since the day of the purchase 5 business days have passed or 5 business days remain until the end of tokens sale. This fact is due to public characteristics of token sale, which provide for the Company the possibility of gaining of profit from issue of NEC  Tokens in limited value and once for all the time of existing of NEC  Tokens. The sale of NEC  Tokens even without their transfer to External Wallet reflect on statistical measures of token sale. In case of delay of cancel of accomplished purchase NEC  Tokens the losses of the company may exceed the amount of funds refunding by the Purchaser owing to risk of loss of profit. The Company may not be in time to sale again those NEC  Tokens which were released on Site after cancel of purchase, till the end of token sale. In this regard, the Purchaser agrees with its obligation to take final decision about NEC  Tokens purchase before depositing its fund in the Account on the Site.

 

 

  1. Acknowledgment and Assumption of Risks.

You acknowledge and agree that there are risks associated with purchasing NEC  Tokens, holding NEC  Tokens, and using NEC  Tokens, as disclosed in the White Paper.

 

 

In case of questions regarding these risks, you shall contact the

sales team at support@Neumcoin.com

.

BY PURCHASING NEC  TOKENS, YOU EXPRESSLY

ACKNOWLEDGE AND ASSUME THESE RISKS.

  1. Representations and Warranties .In connection with the purchase of the NEC  Tokens,

you represent to Company the following:

(a) You are aware of the terms and conditions of the NEC  Tokens and have acquired sufficient

information about the NEC  Tokens to reach an informed and knowledgeable decision to acquire the NEC  Tokens.

(b) You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand the terms of these Terms and to

appreciate the risks and implications of purchasing the NEC  Tokens.

(c) You understand that the NEC  Tokens confer only the rights described in the White Paper, and confer no other rights of any form with respect to NeumCoin, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.

(d) You shall not purchase NEC  Tokens for any uses or purposes other than to use NEC  Tokens as provided in the White Paper, including, but not limited to, any investment, speculative or other financial purposes.

 

 

 

(e) You understand that the NEC  Tokens are not digital currency, security, commodity or any other kind of financial instrument and have not been registered under the securities law of Estonia, the Securities Act and securities laws of any state of the United States or the securities laws of any other country, including the securities laws of any jurisdiction in which Purchaser is resident.

 

(f) You have satisfied yourself as to the full observance of the laws of your jurisdiction in connection with any invitation to purchase the NEC  Tokens or any use of these Terms, including

 

(i) the legal requirements within its jurisdiction for the purchase of the NEC  Tokens,

 

(ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.

(g) Your purchase, payment for, and continued beneficial ownership of the NEC  Tokens will not violate any applicable laws of your jurisdiction.

 

 

(h) You shall comply with any applicable tax obligations in all relevant jurisdiction arising from

the purchase of NEC  Tokens.

(i) You understand that websites Neumcoin.com and ico.neumcoin.com, as well as White Paper, can be translated into several languages, but only the information placed in English shall bound the Parties of this Terms.

 

 

Versions of websites and documents translated into others languages are for informational purposes only.

 

 

(j) You understand that you shall be guided by that version of White Paper which is put on website Neumcoin.com at the moments of NEC  Tokens purchase or later.

 

(k) If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by

you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly).

 

(l) You understand that NeumCoin cannot comply with the requirements of all the jurisdictions worldwide while doing business. If

any provisions of this document break or to transgress or to violate the law to which Purchaser is subjected to, then Purchaser’s jurisdiction law shall prevail.

 

The Purchaser entering into relationship with NeumCoin shall oblige its jurisdiction law.

 

  1. Indemnification

.

(a) To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless Company and Company’s 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

(“Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (includingattorneys’ fees) that arise from or relate to: (i) purchase or use of NEC  Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your breach of these Terms, or (iv) your violation of any rights of any other person or entity, and (v) your violation of any laws.

(b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a).This indemnity is in addition to, and not

in lieu of, any other indemnities set forth in a written agreement between you and Company.

 

 

  1. Disclaimers

.

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY COMPANY, (A) THE NEC  TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY

KIND, AND WE EXPRESSLY DISNEC AIM ALL IMPLIED WARRANTIES AS TO THE