SOLO Token Sale
Terms & Conditions
1. Purpose of the Terms
The Terms and Conditions (the “T&C” or “Terms”) apply to the buyer of the SOLO Utility Token (the “SOLO”) and future user of the digital asset trading platform (the “Platform”) operated by CoinField Ventures OÜ (the “Company”), accessible via the website located at www.coinfield.com (the “Website”) and related mobile applications (the “App”). Please read these terms carefully before moving onto the token pre-sale and public sale. The T&C affect your obligations and legal rights, including, but not limited to, waiver of rights and limitation of liability. If you do not agree to these terms of sale, do not participate in the sale of the SOLO tokens.
The Website and the App, together with all content, features, information and services made available on or through the Website and App, are referred to collectively as the (“Services”).
For the purposes of these Terms, the words “we”, “us”, and “our” refer to the Company. The terms “you”, “your” and “user” refer to (i) the individual accessing or otherwise using the Website or the Services for personal use, and (ii) the corporation, partnership, institution, joint venture or other entity, whether incorporated or unincorporated, on behalf of whom the individual is accessing or otherwise using the Website or the Services.
By purchasing the SOLO tokens during the token VIP pre-sale (Pre-IEO) and public IEO sale period (the “Token Sale”), you will be bound by this T&C, and all terms incorporated by reference. Your purchase of SOLO token is subject to this T&C.
2. Applicability of the Terms
The following T&C constitute the agreement (the “Agreement”) between the CoinField Ventures OÜ, an Estonian Limited Liability Company with registration number 14719663, and you with respect to the purchase of the SOLO tokens and the future use of the Services offered through the Website. By using our services, you are agreeing to be bound by the T&C in its latest version. You are aware that the Company may change this T&C at any time, at our sole discretion without any prior notice to you. Any changes will be effective immediately upon posting on our Website. Your continued use of the Website means that you accept any new or modified terms.
The Company may terminate, change, suspend or discontinue any aspect of this Website or the Services at any time without notice. Without limiting the generality of the foregoing, the Company may change the availability of any features, institute new, or amend existing fees or charges for the use of the Website, the Services, or any features included in the Website or the Services, add, remove, modify or otherwise change any content on this Website, and impose limits on certain features or restrict access to parts or all of this Website. The Company reserves the right, but not the duty, to correct any errors or omissions in any portion of this Website at any time and without notice.
1. The Company is aiming to create the “Sologenic” ecosystem that aims to build a fast, secure, modern platform, which enables users to invest and trade tokenized assets (e.g. stocks, ETFs) using both cryptocurrencies and fiat.
2. SOLO token does not have the legal qualification as a security, since it does not give any rights on dividends or interest, any ownership right or stake share or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to the Company, nor shall SOLO holders have any influence or rights in the development or governance of the Company. SOLO, therefore, is not a share and does not give any right to participate in the general meetings of the Company.
3. SOLO token can be purchased during the token VIP pre-sale directly from the Company or through public sale and IEO. After acquiring SOLO token it is final and non-refundable.
4. Company will try its best effort to list SOLO tokens on the global exchanges based on the milestones set in the Whitepaper of the SOLO. However, the Company gives no warranties that SOLO tokens will be exchangeable on specific platforms or that they shall remain exchangeable on exchange platforms or that they would be exchangeable on other exchanges.
5. SOLO token is not an investment advice, a security nor an investment product and any action, notice, communication, message, decision, managerial act, or omission of the mentioned shall not be understood and interpreted as such. Company gives no guarantees as to the value of any of the SOLO tokens and explicitly warns users that there is no reason to believe that SOLO token will increase in value, and they might also decrease in value or lose their value entirely. You represent and warrant that you are acquiring SOLO tokens for your own personal use and for your personal utility and not for investment or financial purposes. You also represent and warrant that you do not consider SOLO token as a security and you understand that SOLO tokens may lose all their value and that you are not purchasing SOLO tokens as an investment and that you are aware of all other risks deriving from holding SOLO token as specified in these Terms and you accept them.
6. SOLO tokens are unregulated. The Company is not a financial institution and is currently not under Financial Supervision Authorities supervision. The company is fully regulated by FIU and has obtained both fiat-to-crypto exchange & virtual licenses under license numbers FVR001049 & FRK000941.
7. The Company does not provide any licensed financial services, such as investment services, fund management or investment advice. None of the information or analysis presented herein are intended to form the basis for any investment decision. In the event of any regulatory changes would impact the Company and its Services, the Company reserves the right to amend its Services, the Website and the SOLO token.
4. Token Distribution
1. SOLO token distribution is not a public offering of equity or debt and consequently does not fall under the securities or any prospectus regulation. SOLO token distribution is made according to the “Sologenic” Ecosystem Whitepaper available on the Website.
2. The buyer acknowledges that if the exact percentage of SOLO tokens which is aimed to be distributed during the VIP Pre-Sale & Publick IEO sale according to the Whitepaper is not sold in full, we reserve the right to hold another sale event to reach the required cap to implement the project or we may start the project but reserve the right to sell the unsold % at any time without any consent.
5. Representations and Warranties
1. The user purchasing SOLO token expressly acknowledges and represents that she/he has carefully reviewed the T&C and fully understands the risks, costs and benefits associated with the acquisition of this SOLO token as indicated in the T&C.
2. The user undertaking to acquire SOLO token in relation to the token sale should ensure that she/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and that she/he fully understands the risks associated with the token sale as well as the mechanism related to the use and custody of cryptocurrencies.
3. The Company shall not be responsible for any loss of SOLO tokens or situations making it impossible to access to SOLO token.
1. The Company intends to operate in full compliance with applicable laws and regulations and obtain the necessary licenses and approvals. Regulatory licenses and/or approvals are likely to be required in several jurisdictions in which SOLO token sale may take place. It is not possible to guarantee, and no person makes any assurances that any such licenses or approvals will be obtained within a particular timeframe or at all.
2. The Company is fully regulated by Estonian Financial Intelligence Unit and has obtained both fiat-to-crypto exchange and virtual licenses under license numbers FVR001049 and FRK000941.
3. The Company intends to obtain required licenses to be able to offer stocks and ETFs before enabling the trading of stocks and ETFs. The Company will apply the licenses upon the IEO is launched and funds are raised by end of Q1 2020.
7. Risks related to the Token Acquisition
1. Legal Risk concerning Security Regulation. Each user of SOLO shall bear its own legal or financial consequences of SOLO token being considered a security in their respective jurisdiction. The legal ability of Company to provide SOLO tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree of certainty that SOLO tokens are not legal in certain jurisdiction, Company will base on its sole discretion either (a) cease operations in that jurisdiction, or (b) adjust SOLO token in a way to comply with the regulation should that be possible and viable. It is your obligation to check if acquisition and disposal of SOLO token is legal in your jurisdiction, and by accepting these Terms you expressly agree and warrant that you will not use SOLO tokens should their use not be legal in the relevant jurisdiction.
2. Development failure or abortion. Acquiring and storing SOLO tokens involves various risks, for example the Company may not be able to launch some operations and continue developing its Website or community. Therefore, and prior to acquiring SOLO token, any user should carefully consider the risks, costs, and benefits of acquiring SOLO, and, if necessary, obtain independent advice in this regard. Any interested person who is not in a position to accept nor to understand the risks associated with the activity should not acquire SOLO token.
3. Risk of malfunction of blockchain. Nobody can guarantee the “Sologenic” Ecosystem Based on the XRP Ledger will be flaw-free. It may contain certain flaws, errors, defects and bugs, which may disable some functionality for users, expose users’ information or otherwise. Such flaw would compromise the usability and/or security of Company and consequently bring adverse impact on the value of Company open source codes rely on transparency to promote community-sourced identification and solution of problems within the code.
4. Internet transmission risks. You acknowledge that there are risks associated with utilizing an Internet-based digital assets, Services and Website including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using our Services, Website or SOLO tokens howsoever caused.
5. Cryptography risks. You acknowledge that there are risks associated with cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all cryptocurrencies including SOLO tokens. This could result in the theft, loss, disappearance, destruction or devaluation of SOLO token. To a reasonable extent, Company will be prepared to take proactive or remedial steps to update the protocol underlying Company in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. It is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit the Company accurately guide the development of Company to take into account such unforeseeable changes in the domains of cryptography or security.
6. Risk of unfavorable regulatory action in one or more jurisdictions. Blockchain technologies have been the subject of interest by various regulatory bodies around the world. SOLO token could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of SOLO token, which could impede or limit their existence, permissibility of their use and possession, and their value.
7. Risk of theft and hacking. We use the latest technology to keep the platform safe, but hackers or other groups or organizations may attempt to interfere with your third-party wallet, the Website or the availability of SOLO tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.
8. Risk of loss of value and uninsured losses. Value of SOLO tokens may fluctuate and you may suffer loss in value of such acquired SOLO token. In addition to loss of value risk, SOLO tokens are entirely uninsured and are unlike bank accounts or accounts at other financial institutions. The Company is not protected by the Estonian Guarantee Fund (the “GF”) or any similar entity providing comparable guarantee services.
9. Unanticipated risks. Cryptocurrencies and blockchain technologies are new and untested technology in addition to the risks outlined in these Terms, there are also unforeseeable risks that may materialize as unanticipated.
10. Risk of malfunction of blockchain. Nobody can guarantee the XPR Ledger source code used by Company will be flaw-free. It may contain certain flaws, errors, defects and bugs, which may disable some functionality for users, expose users’ information or otherwise. Such flaw would compromise the usability and/or security of Company and consequently bring adverse impact on the value of Company open source codes rely on transparency to promote community-sourced identification and solution of problems within the code. The XRP Ledger source code could be updated, amended, altered or modified from time to time by the developers and/or the community of XRP Ledger. Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects SOLO tokens and/or Company operation. Therefore, any malfunction, unplanned function or unexpected operation of the XRP Ledger may cause the SOLO token network to malfunction or operate in a way that is not expected.
11. Risks related to blockchain platform.
a) we do not control what happens with the XRP Ledger;
b) we do not have the power to fork the Blockchain in case of disasters;
c) we do not know what XRP Ledger will do in the future and therefore the technology that they have today is a fit for the time being. Any action by XRP core community might break the ecosystem, which means we are not in control;
d) XRP is no way connected to SOLO other than using XRP Ledger and XRP Address wallet, address system to run this system on top of;
e) In cases of attacks, such as the 51% attack, double spend attack and other attacks/hacks/cracks on the Blockchain we are not liable for any damages whatsoever;
f) If users lose/get hacked/other their XRP private keys, SOLO token along with generated assets are at risk to be stolen. So essentially SOLO and generated tokens that sit on the user XRP wallet are in control of the XRP Ledger.
12. You acknowledge, agree and warrant that you have been warned of the potential risks involved by using our Services, Website and other relevant technologies mentioned herein as well as that there may be other risks involved, which are not specified herein and that you fully accept such risks.
8. Important Disclaimer
1. The T&C shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way nor should they be considered as an offering of securities in any jurisdiction. The T&C do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to the Company.
2. Any information in the T&C is given for general information purposes only and the Company does not provide any warranty as to the accuracy and completeness of this information.
3. The offering of SOLO token is done in order to allow the utilization of software services and not for speculative purposes.
4. Regulatory authorities are carefully scrutinizing businesses and operations associated with cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may affect Company’s business and even limit or prevent it from developing its operations in the future.
5. Any person undertaking to acquire SOLO token must be aware that the Company business model and the T&C may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, any person undertaking to acquire SOLO token acknowledge and understand that the Company shall not be held liable for any direct or indirect loss or damages caused by such changes.
6. The Company will do its best to launch its operations and develop its Platform. Any person undertaking to acquire SOLO token acknowledges and understands that the Company does not provide any guarantee that it will manage to achieve it.
7. Acquiring SOLO token shall not grant any right or influence over Company’s organization and governance to the users.
9. User’s Eligibility, Representation and Warranties
1. You are at least 18 years of age or, if the age of majority in the jurisdiction in which you reside is greater than 18 years of age, you are at least that age. You are otherwise fully competent and have the active legal capacity to enter into and be bound by these Terms and to perform your obligations as herein set out.
2. By participating in the SOLO token sale, the user agrees to the T&C and in particular, they represent and warrant that they:
a) Are authorized and have full power to acquire SOLO token according to the laws that apply in their jurisdiction of domicile;
b) The Company does not offer SOLO token in all jurisdictions. You may view a current list of all jurisdictions in which SOLO sale is prohibited at the Website of the Company under “CoinField Restricted Locations”.
c) Are not a U.S. citizen, resident or entity (a “U.S. Person”) nor are they purchasing SOLO token or signing on behalf of a U.S. Person;
d) Are familiar with all related regulations in the specific jurisdiction in which they are based and that purchasing cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
e) Are not acting for the purpose of speculative investment;
f) Live in a jurisdiction which allows the Company to sell the SOLO through an IEO without requiring any local authorization;
g) Does not live in a jurisdiction which is qualifying token issued through an IEO sale as securities;
h) Will not use the SOLO token sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
i) Are solely responsible for determining whether the acquisition of SOLO token is appropriate for them;
j) Understand the risks associated with the SOLO token sale and understand the use of cryptocurrencies and its associated risks.
k) You will not hack into, interfere with, disrupt, disable, overburden, modify, publish, reverse engineer, participate in the transfer or sale of, create derivative works, or otherwise impair the Website, platform and SOLO token. The Company shall have the right to implement necessary measures to monitor compliance of this Section.
l) You acknowledge and agree that if the SOLO tokens are purchased during the VIP sale or before the IEO launch, SOLO tokens are not tradable until the IEO is finished.
m) If the purchase the SOLO tokens during the VIP sale or before the IEO launched, there will not be able to trade tokens until the trading is enabled.
n) You agree that the Company has the right to amend IEO milestones and timeline as set in the SOLO Whitepaper.
o) You agree and acknowledge that the Company does not currently holds the licenses to enable trading of stocks and ETFs.
p) You acknowledge and agree that the Company’s team (including employees and management) can sell the shares of SOLO token based on the vesting time period indicated on the Whitepaper.
10. Intellectual Property Rights
To the extent that copyright or other intellectual property rights exist on the Company’s Platform, Website, SOLO token, Sologenic trademark SOLO token is final and non-refundable and Services such as software, know-how, analysis or programs, those copyrights and other intellectual and industrial rights belong to the Company. Under no circumstances will these Terms be construed as granting, by implication, estoppel or otherwise, a license to any Intellectual Property or components thereof other than as specifically granted in these terms. You agree that Company’s Intellectual Property may be used only as provided in these terms. All rights not expressly granted herein are reserved.
11. Disclaimer of Warranties
1. To the fullest extent permissible under applicable law, our Service, Website, SOLO tokens are provided on an “as is,” and “as available” basis, without warranties of any kind. No warranty of any kind, express, implied or statutory, including the implied warranties of condition, uninterrupted use, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice, is given in conjunction to Website, Services, Platform, SOLO token any software contained in Website.
2. The Company does not warrant that the Service, SOLO token or Website will be error-free or uninterrupted or that any defects will be corrected in reasonable time.
3. The Company reserves the right to revert back any orders if the Company is of the opinion that there has been a system errors, glitches or fraudulent activity by users.
4. You acknowledge that your use of the Service, Platform and Website is at your sole risk.
5. While every effort is made to ensure that the information contained in the Website or SOLO token is correct, the Company disclaims all warranties regarding the accuracy, adequacy, correctness, completeness, reliability, timeliness, non-infringement, title, merchantability or fitness of any information on the Website and/or SOLO.
6. The Company shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from the Company.
12. Limitation of Liability
1. The Company, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors, assumes no liability or responsibility for any loss raised from the SOLO token sale, arising out of or related to the use of the Company’s Platform or any technical, interruption or malfunction of the Company’s platform, website, token, services or otherwise. In no event shall the Company, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors, be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever, including without limitation any damages caused by or resuming from reliance by any user or any information obtained from the Company, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, theft, destruction or unauthorized access to Company’s records, Services, Website, SOLO token. In addition to the above, the Company shall not be liable for any loss of profit, loss of business, trading losses, loss in value, or any other loss. This applies even if such damages are foreseeable.
2. The limitation of liability set out above shall not be applicable in the event that the Company, or Company’s employee, has caused the damage by intentional misconduct or gross negligence.
You will defend, indemnify and hold Company and its officers, directors, contractors, employees, agents and representatives, harmless from and against all claims, actions, demands, liabilities, damages, losses, costs and expenses (including legal fees) relating to or arising from (a) your use of our Services, Website, Platform, SOLO token (b) your breach of these Terms or any other liabilities arising out of your use of the Services, Website and product or the use by any other person accessing the Website, Service, Platform, SOLO token using your computer and/or your personal information (c) your violation of any rights of any other person or entity in connection with these Terms (d) third-party claims concerning these Terms or you thereof. You will promptly notify us of any third-party claims, actions, or proceedings which you become aware of that involves company as a result of these Terms. Company may participate with counsel of its own choosing in any proceedings describing above. Company will be required to respond to compulsory legal order, you will reimburse company for reasonable attorney and contractors fees for their time and material spent responding to obligatory legal orders. You will not agree to any settlement which imposes any obligation or liability for Company without Company’s prior written consent.
15. Term and Termination
This Agreement is entered into for unlimited duration. We reserve the right to terminate and/or suspend your access to our Services/Website, without giving you prior written notice and delete all related information and files related to your use of our Services, Website, Platform, mobile application, without liability to you, at any time for any reason, including, but not limited to, if based on our sole discretion believe: (i) You have violated these Terms, (ii) You create risk or possible legal exposure for us.
16. Assignment and Severability
1. You may not transfer or assign any rights or delegate any obligations under these Terms to any other person without the Company’s prior written consent. The Company may assign any of its rights or obligations under these Terms without your consent.
2. In the event any provision contained in these Terms is determined to be invalid, such invalidity will not affect the validity of the remaining portions of these Terms, the Company hereby agrees to substitute for the invalid provision, the provision that most closely approximates the intent and economic effect of the invalid provision.
17. Choice of Law
1. These Terms and the performance of the covenants contained herein shall be governed by and construed in accordance with the laws of the Republic of Estonia, without regard to any provision regarding conflict of laws. Harju County Court in Estonia, shall have exclusive jurisdiction to hear any disputes arising under these Terms.
18. Entire Agreement
The terms and conditions contained in these Terms supersede all prior or contemporaneous agreements, representations, warranties and understandings relating to the subject matter contained herein. No amendment to or modification of these Terms will be binding unless in writing and signed by the Company or a duly authorized representative of the Company. Any translation of these Terms is done for local requirements and in the event of a dispute between the English and the non-English version of these Terms, the English version will govern to the extent not prohibited by applicable law.