Terms & Conditions

Last Updated: March 6, 2018

TERMS OF TOKEN GENERATION EVENT

PLEASE READ THESE TERMS OF TOKEN GENERATION EVENT CAREFULLY. NOTE THAT SECTION 14 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 OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of NVEST Tokens (“NVAI”) during the NVAI generation period (“Generation Period”) from Nvest International  (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”).  Each of you and Company is a “Party,” and together the “Parties.”

By purchasing NVAI from us during the Generation Period and/or using NVAI in connection with the Platform (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at info@nvest.io.

You and Company agree as follows

1. Purpose and Use of NVAI in Connection with the Platform

   NVAI are intended to be used to access nvest.ai’s various investing and trading online tools (the “Services or Tools”). , as facilitated through a decentralized platform that Company and its affiliates are developing (the “Platform”).  Important additional details regarding the Services and Platform are provided in Exhibit A.

   Ownership of NVAI carries no rights, express or implied, other than the right to use NVAI as a means to obtain Services, and to enable usage of and interaction with the Platform, if successfully completed and deployed. In particular, you understand and accept that NVAI do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below).

2. Scope of Terms

   Unless otherwise stated herein, these Terms govern only your purchase of NVAI from us during the Generation Period.

   The use of NVAI in connection with the Services or Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”).  Any Platform Terms and Policies we promulgate will be available at www.nvest.ai. We may add terms or policies to the Platform Terms and Policies in our sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein.  To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of NVAI in connection with the Services or Platform.

3. Cancellation; Refusal of Purchase Requests

   Your purchase of NVAI from us during the Generation Period is final, and there are no refunds or cancellations except (a) if the Activation Threshold 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 NVAI purchase requests at any time in our sole discretion.

4. NVAI Sale Procedures and Specifications

   Important information about the procedures and material specifications of our NVAI generation is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the NVAI sale, the amount of NVAI we will sell, and our anticipated use of the NVAI sale proceeds. By purchasing NVAI, 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 NVAI, holding NVAI, and using NVAI in connection with the Services and Platform, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at info@nvest.ai.  BY PURCHASING NVAI, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

1. Security

   You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold NVAI 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 NVAI.  We are not responsible for any such losses.

2. 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 NVAI to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell NVAI to you until you provide such requested information and we have determined that it is permissible to sell you NVAI under applicable law or regulation.

3. Taxes

   The purchase price that you pay for NVAI is exclusive of all applicable taxes.  You are responsible for determining what, if any, taxes apply to your purchase of NVAI, 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 NVAI.

4. Representations and Warranties

   By transferring Ether to the smart contract system (“Smart Contract System”, as explained in Exhibit B) to purchase NVAI from us, you represent and warrant that:

   • You have read and understand these Terms (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 to appreciate the risks and implications of purchasing NVAI;
   • You have carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth in Exhibit B and fully understand and accept the functions implemented therein;
   • You have obtained sufficient information about NVAI to make an informed decision to purchase NVAI;
   • You understand the restrictions and risks associated with the creation of NVAI by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;
   • You understand, acknowledge and assume the risks associated with the purchase, holding and use of NVAI in connection with the Services and Platform, as explained and disclosed in Section 5 and Exhibit C;
   • You understand that NVAI confer the right to receive Services, to access the Platform, and in cases only when you hold enough tokens to be considered a Master Holds confer any voting rights. You understand that tokens confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
   • You are purchasing NVAI solely for the purpose of receiving Services, accessing the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing NVAI for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
   • Your purchase of NVAI 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 NVAI, using NVAI, and entering into contracts with us, (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 will comply with any applicable tax obligations in your jurisdiction arising from your purchase of NVAI;
   • If you are purchasing NVAI 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);
   • You are not resident or domiciled in New York State or purchasing NVAI from a location in New York State;\
   • You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services.  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; and
   • You understand and acknowledge that title to, and risk of loss of, NVAI you purchase from Company and receive from the Smart Contract System passes from Company to you in the Bermuda.
5. Indemnification
   • To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless 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 NVAI, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
   • 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.
6. Disclaimers

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

7. Limitation of Liability

   (A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL 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 NVAI OR OTHERWISE RELATED TO THESE TERMS, 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 OR THE USE OF OR INABILITY TO USE NVAI, EXCEED THE AMOUNT YOU PAY TO US FOR NVAI.

   (B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

   (C) 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.

8. Release

   To the fullest extent permitted by applicable law, you release 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.  

Dispute Resolution; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH 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 nvest (i) waive your and nvest’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and nvest’s respective rights to a jury trial. Instead, you and nvest will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

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

Arbitration Rules. The enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Chamber of Commerce Rules of Arbitration, 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 nvest shall be sent by e-mail to nvest at info@nvest.io. Notice to you shall be either posted on our website or, if available, will be sent by email to any email address you provided in connection with your purchase of NVAITOKENS or use of the Network or Services. 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 nvest cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable Party, then either you or nvest may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14.1, file a claim in court.

Process. The arbitration will be conducted confidentially by a single arbitrator agreed to by both parties in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference.

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

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

Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14.2 above are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.