Terms and conditions

 

NFTREES AND $CCO2

TERMS & CONDITIONS

 

The following Terms and Conditions (hereinafter, the “Terms”) apply to the purchaser and/or holder of the Coorest NFTree and $CCO2 Tokens (hereinafter collectively referred to as the “Tokens”). Do not purchase, through an intermediary or otherwise, or continue to hold and/or use the Tokens if you do not agree to the following Terms. These Terms do not constitute an offering document, prospectus, offer to sell or solicitation of an offer to buy any financial instrument in any jurisdiction.

 

By purchasing (through an intermediary or otherwise) and/or holding the Tokens, you will be bound by these Terms and all terms incorporated by reference, which contain provisions that affect your legal rights. Prior to purchasing the Tokens, you should carefully consider these Terms and, to the extent necessary, consult a lawyer, accountant, and/or tax professional, as applicable.

The following Terms constitute a binding agreement between Coorest OÜ, a company duly incorporated in Estonia, with Estonian company registry number nº 16337629 (hereinafter, “the Company” or “We”) and you or the entity you may act in representation of (the “Purchaser”, the “Holder” or “you”) and contains the terms and conditions pursuant to which you will purchase and/or hold the Tokens from the Company. You and the Company are each a “Party” and, together, “Parties”, to these Terms.

Your purchase, through an intermediary or otherwise, the Tokens, as well as continued holding and/or usage of the Tokens is subject to these Terms. By purchasing, holding and/or using the Tokens you agree to be bound by these Terms. If any of the Terms are not acceptable to you, do not purchase, continue to hold or use the Tokens.

Unless otherwise stated herein, solely these terms govern your purchase, holding and/or use of the Tokens. The Company reserves the right to add new terms or amend the present Terms at its sole discretion. Such changes will be made effective with their publication on the website https://coorest.eu/ (the “Website”). It is your responsibility to periodically check the Website for any of  such changes. In the event of any conflict between these Terms, the latest version published on the Website shall prevail.

  1. Purpose of the Tokens

 

The Tokens have the following purposes:

 

  • NFTrees:

Coorest’s NFTrees are utility non-fungible tree tokens linked to real-world trees. The NFTrees generate carbon tokens, $CCO2 tokens, in a proportion equal to the amount of carbon the real-life trees associated with each NFTree remove from the atmosphere. For each NFTree sold, Coorest will plant a real-life tree of the same species, for environmental and carbon compensation purposes.

Some NFTrees batches feature fruit trees. Fruit NFTrees grant their holder the additional right to receive a share of the income Coorest obtains from the sale of the fruits of the real-life tree associated with their NFTrees, in addition to receiving $CCO2 tokens as described herein. Regular NFTrees, which are trees that do not produce fruit, do not offer this possibility.

NFTrees may also have some in-game functionalities in some metaverses, such as Vulcan Forged or, when and if fully developed and operational, other Coorest games.

  • $CCO2 tokens:

$CCO2 tokens are utility tokens that represent one (1) kilogram of CO2 absorbed by an NFTree. The holders of NFTrees receive $CCO2 tokens in proportion to the amount CO2 absorbed by their real-life counterparts. $CCO2 tokens can be kept, bought, and/or sold on the Coorest DAPP, or burnt for Proof of Carbon Compensation, as described hereinafter.

Proof of Carbon Compensation (“PoCC”): the PoCC is a token (NFT ERC721) that token holders obtain when burning one or more $CCO2 tokens on the Coorest DAPP.

It is sent directly to the $CCO2 holder’s wallet and contains the details regarding the date, the amount of CO2 compensated, the identity of the person or business compensating CO2, and the reasons for compensation.

The PoCC certificate guarantees a transparent and faithful compensation of carbon emissions since the entry on the blockchain cannot be tampered with, and the CO2 cannot be double-counted.

Please, note that Coorest is still working on the development of the Coorest DAPP, which is yet pending completion. We are putting our best effort into having our products completed and perfected, and to do that as soon as possible, but notice that we are offering our products on an “as is” basis, and we do not make any promises, claims, or provide any warranties relating the completion, success, features, uses and/or functionalities, among other, of Coorest’s unreleased products (such as the Coorest DAPP).

Purchase, ownership, receipt, or holding of the Tokens carries no express or implied rights other than the right to use the Tokens as herein described. Specifically, you acknowledge and agree that, unless otherwise set out in these Terms, the Tokens do not represent or confer any ownership right or stake, share, 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 Company or any of its associated parties (the “Associated Parties”), subject to limitations and conditions in these Terms and other applicable terms, conditions or policies, which may and likely will be implemented by the Company at a later date. The Tokens are not intended to be nor should be construed as to be a loan contract, digital currency, security, commodity, or any other kind of financial instrument.

You are purchasing the Tokens exclusively for the purposes described herein, and you are aware of the risks associated with the Company, its Associated Parties, and the Tokens as hereinafter set forth. You are not purchasing the Tokens for any other purpose other than the aforementioned, such as, without limitation, any investment, speculative or financial purpose. You acknowledge and agree that the Coorest and the Tokens are in an early stage of development and may undergo significant changes over time.

  1. Rights attached to the Tokens

 

The Tokens do not have any intrinsic value. In particular, please note that the Company is in the process of undertaking legal and regulatory analysis of the functionalities of the Tokens, which might eventually affect the intended functionality of the Tokens with the aim of ensuring legal and regulatory compliance. The Company undertakes to publish any and all changes in the functionality of the Tokens on the Website. It is your responsibility to periodically check the Website for any such notices.

 

As conceived so far, the Tokens grant their holders the following specific rights:

  • Regular NFTrees:
  • To receive $CCO2 tokens in proportion to the amount of CO2 absorbed by the real-life tree associated with each tree token, from the moment the trees are planted and for twenty (20) years from such moment;
  • To physically visit the real-life trees associated with their NFTrees;
  • To use the NFTrees in compatible games, where applicable, and in accordance with Coorest announcements on their Website or social media; and
  • To participate in the Coorest Platform.
  • Fruit NFTrees:
  • To receive $CCO2 tokens in proportion to the amount of CO2 absorbed by the real-life tree associated with each tree token from the moment the trees are planted and for twenty (20) years from that moment;
  • To physically visit the real-life trees associated with their NFTrees;
  • Once the tree grows and produces fruit, to receive part of the money obtained by Coorest yearly from the sale of the fruits of the real-life trees associated with each of their NFTrees. Specifically, NFTree holders will receive an estimated amount of twelve (12) USDC each year in exchange for the sale of their NFTrees’ fruits;
  • To use the NFTrees in compatible games, where applicable, and in accordance with Coorest announcements or their Website or social media; and
  • To participate in the Coorest Platform.
  • $CCO2 tokens:
  • To participate in the Coorest Platform; and
  • To burn $CCO2 tokens in exchange for PoCC.

You acknowledge and understand that the Tokens:

  • Do not have any intrinsic value (nor does the Company, the Associated Parties, or any other person make any representation or give any commitment as to its value).
  • Are non-refundable and cannot be exchanged for cash or its equivalent value in any virtual currency or any payment obligation by the Associated Parties.
  • Do not represent or confer the holder any ownership right, shareholding, participation nor otherwise right, title, or interest of any form with respect to the Company or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Company or to any other Associate or third party company or its personnel or services providers.
  • Are neither intended nor should be construed to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme, or any other kind of financial instrument or investment nor to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss.
  • Are not a loan to the Company or its Associated Parties and are not intended to represent any debt owed by any entity, and there shall be no expectation of profit or interest income arising in connection therewith.
  • Are not any form of financial derivatives, commercial paper or negotiable instruments.
  • Will not entitle Token holders to any promise of fees, dividends, revenue, profits, or investment returns, nor should there be any such expectation, nor are the Tokens a note, debenture, warrant, or other certificates that entitle the holder to any interest, dividend or any kind of return from the Company or its Associated Parties or any person.
  • Are not a commodity or asset that any person is obliged to redeem or purchase.
  • Are not for speculative investment, nor are they intended to constitute a security in Estonia or any relevant jurisdiction.
  • Do not result in any mutual covenants or agreement to rights and obligations being entered into between the Purchaser and other holders of Tokens.
  • Are subject to the limitations and conditions in the Terms herein and in any other applicable policies as may be published from time to time on the Website.

Whilst the above set out the current rights and limitations associated with purchasing and holding the Tokens, the Purchaser acknowledges and agrees that such rights and limitations may be subject to variation by the Company to the extent such changes are considered necessary for compliance with any applicable laws or regulations.

  1. Cancellation and Refusal at Company’s discretion

Your purchase of the Tokens, from an intermediary or otherwise, is final. The Company will refuse any refunds or cancellations unless otherwise required by applicable law or regulations. You acknowledge and agree that you waive any and all rights to be refunded any amounts that you may have paid to the Company or to any other seller, when applicable, in exchange for the Tokens, or to cancel any purchase.

Notwithstanding any of the foregoing, the Company reserves the right to refuse or cancel any purchases, or requests to purchase, of the Tokens at any time and in its sole discretion without providing its reasons, including without limitation the following:

  • In connection with any failure to complete KYC, anti-money laundering and counter-terrorism financing checks performed by the Company or the applicable seller;
  • In connection with a change of business or development plan of the Company or the applicable seller; and
  • In connection with any adverse change in the regulatory framework.

The Company, or any other applicable seller, shall not be required to notify the Purchaser of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case, provide reasons for unsatisfactory results of checks.

The Company, or any other applicable seller, reserves the right to require you to provide your personal details (including without limitation correct name, address, and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent the applicable seller from allocating the Tokens to your digital wallet.

At any time during the sale of the Tokens, the Company may either temporarily suspend or permanently abort the sale of the Tokens at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that any or all the sale is aborted, the Tokens will not be available for purchase, through intermediaries or otherwise.

  1. Wallet Security

You are solely responsible for implementing all measures for securing the wallet, vault, or other storage mechanisms you use to receive and hold the Tokens purchased from the Company, including any requisite private keys or other credentials necessary to access such storage mechanisms. If your private keys or other access credentials are lost, you may lose access to your Tokens. Under no circumstances will the Company be responsible for any losses, costs, or expenses relating to lost access credentials.

  1. Taxation


The Tokens’ Purchase Price is exclusive of any and all applicable taxes (including without limitation obligations to pay value-added, sales, use, offerings, withholding taxes, income, or similar taxes) (hereinafter, the “Taxes”). You are solely responsible for determining what, if any, Taxes are applicable to your purchase, holding and/or usage of the Tokens. It is also your sole responsibility to comply with any and all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of the Tokens. The Company, or any other applicable seller, is not responsible for withholding, collecting, reporting, or remitting any Taxes arising out of or in connection with your purchase, holding, and/or usage of the Tokens.

The Company cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.

By purchasing the Tokens, the Purchaser agrees not to hold the Company, its Associated Party, affiliates, shareholders, directors, employees or advisors liable for any tax liability associated with or arising out of or in connection with the purchase, holding, and/or use of the Tokens.

  1. Capacity and Experience

The Purchaser is solely responsible for their decision to purchase the Tokens.

The Purchaser expressly acknowledges and represents they have carefully reviewed the present Terms, and fully understand the risks, costs, and benefits associated with the acquisition of the Tokens as indicated in the present Terms.

The Purchaser undertakes that they have legal competence and capacity to accept these Terms through their purchase of the Tokens.

The Purchaser undertaking to acquire the Tokens must ensure that they understand and have significant experience in cryptography, blockchain systems, products, and services and that they fully understand the risks associated with the purchasing and/or holding the Tokens. The Purchaser and/or Holder also has the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring the Tokens, is aware of the risks inherent in acquiring and the method by which the assets of the Company are held and/or traded and can bear the risk of loss of its entire Token acquisition. The Purchaser is qualified and authorized to make such an acquisition decision and, to the extent deemed necessary, has consulted its own advisors and legal counsel regarding the acquisition of the Tokens.

The Purchaser acknowledges and agrees that, in making the decision to acquire the Tokens, the Purchaser has not relied on any advice or recommendation from the Company nor any placement agent associated with the Company, or its Associated Parties, affiliates, directors, shareholders, advisors or employees. To the extent that the Purchaser is acting on behalf of an entity, the Purchaser acknowledges and agrees that they have the full power and authority under such entity’s governing instruments to do so, and that such entity has the full power and authority under its governing instruments to acquire the Tokens.

  1. Acknowledgment and Assumption of Risks
  • Development failure or abortion:

Acquiring and storing the Tokens involves various risks, in particular the risk that Coorest may not be able to launch some operations and continue developing its platform or community. Therefore, and prior to acquiring the Tokens, the Purchaser should carefully consider the risks, costs, and benefits of acquiring the Tokens, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity or any other risks as indicated in the Terms herein should not acquire the Tokens through intermediaries or otherwise.

  • Legal Risks:

There is a risk that in some jurisdictions the Tokens might be considered as a security, now or in the future. The Company does not give warranties nor guarantees that the Tokens are not a security in any and all jurisdictions. Each Purchaser, holder and/or user of the Tokens shall bear their own legal or financial consequences of the Tokens being considered a security in their respective jurisdiction. The legal ability of the Company to provide the Tokens in some jurisdictions may be completely eliminated by future regulation or legal actions. In the event it results with a high degree of certainty that the Tokens are not legal in a given jurisdiction, the Company will resolve at its sole discretion to either (a) cease operations in that jurisdiction; or (b) adjust the Tokens in a way as to comply with such regulations, should that be possible and viable. It is your obligation to check if the acquisition, holding and/or use of the Tokens is legal in your jurisdiction. By accepting these Terms you expressly agree and warrant that you will not purchase, hold and/or use the Tokens should such purchase, holding and/or use not be legal in your applicable jurisdiction.

  • Risk of blockchain malfunction:

It is not guaranteed that the source code used by the 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 negatively affect the Purchaser and/or Holder. Such flaws could compromise the usability and/or security of the Company and consequently adversely impact its value.

  • Risk of Source Code update:

The source code could be updated, amended, altered or modified from time to time by the developers and/or by the community. 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 the Tokens and/or the Company operations or market value.

  • Risks of Internet transmission:

You acknowledge that there are certain risks associated with utilizing Internet-based digital assets, products and websites 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 its services, website, platforms or Tokens howsoever caused.

  • 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 crypto-based products, including the Tokens. This could result in the theft, loss, disappearance, destruction or devaluation of the Tokens. To a reasonable extent, the Company will be prepared to take proactive or remedial steps to update its protocol in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. Notwithstanding the previous, it is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit the Company to accurately guide its development to take into account such unforeseeable changes in the domains of cryptography or security.

  • Forking:

Polygon is an open-source project supported by the community. The developers of the Company do not lead the development, marketing, operation, or otherwise of Polygon. Anybody may develop a patch or upgrade the source code without prior authorization of anyone else. The acceptance of Polygon patches or upgrades by a significant, but not overwhelming, percentage of the users could result in a “fork” in the blockchain of Polygon, and, consequently, the operation of two separate networks will remain separate until the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact the operation and the market value of the Tokens and ultimately ruin the sustainability of the Company. While such a fork in the blockchain could possibly be resolved by community-led efforts to merge the forked blockchains, the success is not guaranteed and could take a long period of time to achieve.

  • Risk of unfavorable regulatory action:

Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The Tokens may be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of the Tokens, which could impede or limit their existence, permissibility of their use and possession, as well as their value.

  • Risk of theft and hacking:

Hackers or other groups or organizations may attempt to interfere with your third-party wallet, the Website or the availability of the Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

  • Risk of mining attacks:

The Polygon blockchain, which is used for the Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Mining attacks, as described above, may also target other blockchain networks with which the Tokens interact. Any successful attacks present a risk to the Tokens.

  • Risk of loss of value and uninsured losses:

The value of the Tokens may fluctuate and you may suffer a loss in value of such acquired Tokens. In addition to the loss of value risk, the Tokens are entirely uninsured and are unlike bank accounts or accounts at some other financial institutions.

  • The Tokens are non-refundable:

The Company is not obliged to provide Token holders with a refund related to the Tokens for any reason, and Token holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made with respect to the Tokens, including without limitation no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of the Tokens.

  • Taxation risks:

The tax characterization of the Tokens and these Terms is uncertain. The Company intends to treat the Tokens and these Terms neither as an equity interest nor as a debt interest in the Company for tax purposes. It is possible that the Company’s intended treatment of the Tokens and these Terms may be challenged so that the tax consequences to the Purchaser and the Company relating to the Tokens and these Terms could differ from those described above. You must seek your own tax advice in connection with the purchase, holding and/or usage of the Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

  • Risk of Dissolution of the Company, its Associated Parties or Coorest:

Start-up companies such as the Company and its Associated Parties involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Company is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing and general management, among others, which frequently cannot be solved.

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of virtual and/or fiat currencies, a decrease in the utility of the Tokens due to negative adoption of Coorest, the failure of commercial relationships, or intellectual property ownership challenges, Coorest may no longer be viable to operate and the Company or its Associated Party may be dissolved.

  • Competitors:

It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying the Tokens and/or Coorest and attempt to re-create similar facilities. Coorest may be required to compete with these alternative networks, which could negatively impact the Tokens and/or Coorest.

  • Risks involving cloud Storage:

As Coorest may provide a decentralized cloud storage service to individual and institutional clients, including users and applications, Coorest (and services thereon) are susceptible to a number of risks related to the storage of data in the cloud. Coorest (and services thereon) may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber-attack or other malicious activity. Similarly, Coorest and/or products thereof may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with Coorest, there is the risk that Coorest and/or its products or services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Associated Parties do not control. The risk that Coorest and/or services or products thereof may face increasing interruptions and the ecosystem of Coorest may face additional security vulnerabilities could adversely affect Coorest, and therefore the future utility of any of the Tokens that you hold.

  • Risk of insufficient information:

Coorest is at the stage of development as of the date of these Terms, and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of the Company and its Associated Parties have been prepared with the then up-to-date key information of Coorest, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of the Company, kits Associated Parties and/or ecosystem. The Company, or any other applicable seller, is neither able nor obliged, to keep you closely posted on every detail of the development of Coorest (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to Coorest, the Tokens or the Company that may emerge from time to time. Due to the nature of the project, you accept that such insufficiency of information disclosure is inevitable and reasonable.

  • Unanticipated risks:

Blockchain technologies are a new and untested technology and, in addition to the risks outlined in these Terms, there are also unforeseeable risks that may materialize as unanticipated.

You acknowledge, agree, and warrant that you have been warned of the potential risks involved in purchasing holding, and/or using the Tokens, the Website, the “Coorest Ecosystem” (including, without limitation, the Tokens together with any other tokens or product Coorest issues, the Website, the Coorest DAPP, Coorest games, Coorest social media, and any other platform and/or software developed by Coorest) and any other relevant technologies mentioned herein. You acknowledge and agree that there may be other additional risks involved, which are not specified herein, and that you fully accept such risks.

  1. Indemnity

To the fullest extent permitted by applicable law, the Purchaser hereby agrees to indemnify, defend and hold harmless the Company, the Associated Parties and its or their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisors, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties” and each a “Indemnified Party”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) the Purchaser’s purchase, whether through an intermediary or otherwise, holding or use of Tokens; (ii) the Purchaser’s responsibilities or obligations under these Terms; (iii) the Purchaser’s violation of these Terms; (iv) the Purchaser’s violation of any rights of any other person or entity in connection with the Tokens and/or these Terms; and (v) the Purchaser’s subsequent transfer of the Tokens to any individuals or entities.

The Company reserves the right to exercise sole control over the defense, at the Purchaser’s expense, of any claim subject to indemnification under this section, including without limitation choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between the Purchaser and the Company.

Any Indemnified Party or another identifiable person who is not a party to these Terms may enforce any rights granted to such party pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding anything to the contrary, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release, or settlement under these Terms at any time. The Company may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given. The Company will protect and indemnify its agents, delegates, service providers, officers, directors, and other representatives against liability.

  1. Release

To the fullest extent permitted by applicable law, you release the Company and the other Indemnified Parties from any and all 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 any statute or law principles that would otherwise limit the coverage of this release to include only those you may know or suspect to exist in your favor at the time of agreeing to this release.

  1. Representations, Warranties and Eligibility

By purchasing, holding and/or using the Tokens you represent and warrant that you: (i) are at least 18 years old; (ii) have full ability and authority to enter into this agreement; (iii) have not been previously suspended or removed from using our services; (iv) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC).

In the event you are using the services on behalf of a legal entity, you represent and warrant that: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf; (iii) any beneficial owner of the legal entity, director, employee, services provider or any other individual in any way connected with the Company has not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC)

By participating in the Token Sale, the Purchaser agrees to the present Terms, and, in particular, they represent and warrant that they:

 

  • Have read and understand these Terms and the Whitepaper, and that they have all requisite power and authority to execute and deliver these Terms, to participate in the Token Sale, to purchase, hold and/or use the Tokens, and to carry out and perform your obligations under these terms according to the laws that apply in their jurisdiction of domicile;
  • Are not a citizen, national, resident (tax or otherwise), domiciliary or green card holder, nor purchasing in representation thereof, of a geographic area or country: (i) where participation in the Token Sale is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty or administrative act; or (ii) where it is likely that the sale of the Tokens would be construed as the sale of a security (howsoever named), financial services or investment product (including without limitation the United States of America, South Korea and the People’s Republic of China (the “Restricted Countries”));
  • Nor any of their subsidiaries, any director or officer, or any employee, agent or affiliate, nor any person having a direct or indirect beneficial interest in them or in the Tokens being acquired by them, or any person for whom you are acting as agent or nominee in connection with the Tokens is: (i) a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings);
  • They undertake that the execution, delivery, and performance of these Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable); (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject; (iii) any laws, regulations or rules applicable to you; (iv) any foreign exchange or regulatory restrictions applicable to such purchase, holding and/or usage of the Tokens; or (v) any governmental or other consents that may need to be obtained;
  • Acknowledge and agree that: (i) they are familiar with all related regulations in the specific jurisdiction in which you they based and that acquiring the Tokens (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; (ii) no regulatory authority has examined or approved of the information set out in the Whitepaper or any other material in connection with the Tokens; (iii) they will not use the Tokens if such use would constitute a public offering of the Tokens in any country or jurisdiction where action for that purpose is required; (iv) the distribution or dissemination of the Whitepaper, any part thereof or any copy thereof, or any use of the Tokens by them, is not prohibited or restricted by the applicable laws, regulations, or rules in their jurisdiction, and where any restrictions in relation to possession are applicable, you will observe and comply with all such restrictions at your own expense and risk without liability to the Company; (v) they shall ensure that no obligations are imposed on the Company in any such jurisdiction as a result of any of the actions taken by you in the preceding sub-clause; and (vi) the Company will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, sale or delivery by it of the Tokens under the laws and regulations in force in any jurisdiction to which you may be subject or in or from which you use the Tokens;
  • AGREE TO WAIVE ANY RIGHT THAT THEY MAY HAVE, OR OBTAIN IN THE FUTURE, TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED WITH THE SALE OF TOKENS;
  • Agree that they are obtaining the Tokens on an “as is” and “under development” basis and accept that the Company is providing Tokens without being able to provide any warranties in relation to the Tokens, including, but not limited to, title, merchantability or fitness for a particular purpose; and
  • Undertake that their execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person. You will and shall at your own expense ensure compliance with all laws, regulatory requirements, and restrictions applicable to you (as the case may be);
  • Agree that the purchase and the currency (whether fiat or virtual) used in the purchase of the Tokens will be made only in their name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation;
  • Acknowledge that the currency (whether fiat or virtual) paid to us for the purchase of the Tokens will be held by us (or our Associated Party) after the Token Sale, and they will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token sale;
  • Are not acting for the purpose of speculative investment;
  • Live in a jurisdiction that allows the Company to sell the Tokens through a public and/or private sale without requiring any local authorization;
  • Acknowledge that: (i) the Tokens do not have any intrinsic value and that they may never recover any cash, currencies or other assets which are used directly or indirectly to acquire the Tokens; (ii) there is no market-standard valuation process to determine the value of the Tokens at any given time; and (iii) the Company gives no guarantees whatsoever on the value of the Tokens which may be highly volatile and could reduce to zero;
  • Understand that their purchase of the Tokens shall be made in full compliance with any applicable tax obligations to which they may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your purchase, holding and/or use of the Tokens, the transfer of any virtual currency to the Company, your participation in the Coorest Ecosystem, the potential appreciation or depreciation in the value of the Tokens and the Tokens Rewards over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Company have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of the Tokens including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of the Tokens); by purchasing, holding and/or using the Tokens, and to the extent permitted by law, you agree not to hold any Indemnified Party or otherwise third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Company (or any Indemnified entity);
  • TAKE SOLE RESPONSIBILITY FOR ANY RESTRICTIONS AND RISKS ASSOCIATED WITH RECEIVING AND HOLDING THE TOKENS, INCLUDING WITHOUT LIMITATION THOSE INCLUDED IN SECTION 8 WHEN PURCHASING DIGITAL TOKENS THERE IS AN INHERENT RISK THAT YOU MAY LOSE ALL AMOUNTS PAID;
  • Are solely responsible for determining whether the acquisition of the Tokens is appropriate for them;
  • Have a good and sufficient understanding of business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these Terms and to appreciate the risks and implications of purchasing, holding and/or usage of the Tokens;
  • Have obtained sufficient information about the Tokens to make an informed decision to purchase, hold and/or use the Tokens, and otherwise have had the opportunity to contact the Company at info@coorest.eu with any questions regarding the purchasing of the Tokens;
  • Agree that the currency (including any fiat, digital currency, virtual currency, or cryptocurrency) they used to purchase the Tokens is obtained through “mining” activities or other lawful means, and is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which you are located, resident, organized or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder, and you will not use the Tokens to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, you shall fully comply with all compliance regulations and no action, suit, or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of your affiliates with respect to the compliance regulations is pending or, to the best of your knowledge (after due and careful inquiry), threatened;
  • Acknowledge and agree that the Company may impose eligibility criteria to access certain functionality in respect of the Tokens which may require them to incur additional time and money costs;
  • Shall not sell or transfer or agree to sell to transfer (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise) any of the Tokens prior to the completion of the Token Sale (including the public IDO), nor, in the event of tokens acquired in the Private Sale, against the restrictions associated to each tier, such as lock-up and vesting period;
  • Are acquiring the Tokens exclusively for their uses relating to the Coorest Ecosystem;
  • To the extent permitted by law, understand that the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of the Tokens, the Coorest DAPP, the Coorest Ecosystem or the Company or any other network on which the Company may ultimately build the Company’s network and the Tokens;
  • Understand the risks associated with the Token Sale (including, without limitation, the risks related to the non-development of Coorest and operations) and understand the use of blockchain and its associated risks;
  • Shall not sell or transfer any of the Tokens prior to procuring the new purchaser’s or transferee’s agreement to these Terms;
  • Acknowledge and undertake that they shall provide the Company with information as the Company may deem necessary or appropriate in order to maintain compliance with applicable law including (i) compliance with the representations set out in this Section 11; and (ii) to address any actual inquiries or inquiries that the Company may (at its sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction;
  • Acknowledge and agree that the Company may have to procure an amendment to the functionality of the Tokens at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including (i) any actual action taken, or potential action that the Company (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of the Tokens and all related matters; and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of the Tokens that the Company decides to undertake at any time; and
  • Shall not violate or attempt to violate the security of the Website, the Company’s products, any part of the Coorest Ecosystem, and the Tokens, and that you will not hack into, interfere with, disrupt, disable, overburden, modify, publish, reverse engineer, participate in the transfer or sale, create derivative works, or otherwise impair the Company’s Website or products, Coorest DAPP, Coorest Ecosystem, and the Tokens.

You hereby acknowledge that the Company has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Company does not, and does not purport to, make, and hereby disclaims, all representations, warranties, or undertaking to you in relation to the sale of the Tokens or otherwise. Prospective purchasers of the Tokens should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the Token Sale, the Company, and any relevant Associated Party.

The Company reserves the right to implement any and all necessary measures to monitor the Purchaser’s compliance with this Section 11.

 

  1. Limitation of liability

 

The Purchaser acknowledges and agrees that, to the fullest extent of the law, the disclaimer of liability contained herein applies to any and all damages or injury whatsoever caused by or related to (i) the use of, or inability to use the Tokens or; (ii) the Company, together with the Indemnified Parties, under any cause of action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort, including negligence, and that the Company and the Indemnified Parties shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase Token, or arising out of any interaction with the Tokens associated smart contract implemented in relation to the Tokens.

The Purchaser acknowledges that the Company is not liable for the conduct of any third parties, including other purchasers of the Tokens, and that the risk of purchasing, holding, and/or using the Tokens rests entirely with the Purchaser. To the maximum extent permissible under applicable law, under no circumstances will the Company be liable to any Purchaser for more than the amount the Purchaser has paid to the Company for the purchase of the Tokens. The liability limitations and exclusions in this Section will apply to the fullest extent permitted by law.

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 the Purchaser.

 

  1. Anti-Money Laundering

 

The Purchaser represents and warrants to the Company that: (i) they are not purchasing, holding and/or using the Tokens under any prohibition of any jurisdiction or by contravening any local or international law or regulation (“Prohibited Person”); (ii) no person or entity that controls, is controlled by or under common control with, the Purchaser is a Prohibited Person; (iii) neither the Purchaser, nor any person having a direct or indirect beneficial interest in the Purchaser or the Tokens being acquired, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of countrywide or territory-wide Sanctions; and (iv) to the extent that the Purchaser has any Beneficial Owners[1], they have carried out thorough due diligence to establish the identities of those Beneficial Owners and based on that due diligence, the Purchaser reasonably believes that no Beneficial Owner is a Prohibited Person; they hold the evidence of those identities and status and will maintain such evidence for at least five (5) years from the date of the Purchaser’s complete redemption from the Company and they agree to make available that evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations.

The Purchaser acknowledges to the Company that If any of the representations and warranties in the preceding clause ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, despite any other agreement to the contrary, the Company may, in accordance with applicable regulations, be obligated to do one or more of the following:

  • Take certain actions relating to the Purchaser’s holding of the Tokens;
  • Report that action; and
  • Disclose the Purchaser’s identity to any relevant authorities.

If the Company is required to take any of the actions referred to herein, the Purchaser understands and agrees with the Company, that it has no claim against the Company or any of the Indemnified Parties for any damages as a result of any such actions. To the extent that the foregoing release endures for the benefit of any of the Indemnified Parties (whether existing or in the future), the Purchaser acknowledges, and by accepting this application the Company agrees, that the Company holds the benefit of release on trust for that person.

In order to comply with the anti-money laundering regulations applicable to the Company, the Purchaser acknowledges to the Company that the Tokens will not be issued until the Company is satisfied that evidence regarding the source of the purchase amounts and the identity of the Purchaser is satisfactory. If, as a result of any information or other matter which comes to his attention, any person resident in Estonia knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the relevant authority in Estonia if the disclosure relates to criminal conduct or money laundering, or (ii) any authority pursuant to the Terrorism Law if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property; and such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

By agreeing to these Terms, the Purchaser consents to the disclosure by or on behalf of the Company of any information about the Purchaser to regulators and others upon request in connection with money laundering and similar matters, both in Estonia and in other jurisdictions.

 

  1. Claims

 

The Company, together with the Indemnified Parties, shall not be liable in any way or in any event in respect of any claim under these Terms if such claim was not made within the 6-month period commencing from the date that you receive the Tokens (the “Claim Period”). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled, or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made unless proceedings in respect thereof shall have been commenced against the Company and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Company.

For the avoidance of doubt, nothing in these Terms shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim under these Terms, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have already recovered damages in respect of the same fact or subject matter.

  1. Future Migration of the Tokens

 

We reserve the right to migrate the Polygon-based Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Coorest Ecosystem. Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Coorest Ecosystem or any other operational matters, except with respect to the migration process. If the Tokens are migrated to another protocol, the practical utility of Pre-existing Tokens will likely diminish rapidly once Replacement Tokens are created and in use by a significant portion of the Coorest Ecosystem participants. You acknowledge and agree that for you to continue to participate in the Coorest Ecosystem or obtain utility from the Tokens you may need to convert the Tokens you receive to Replacement Tokens in the future.

 

  1. Information and Personal Data

You acknowledge that you have read and understand the Company’s Privacy Policy available on the Website.

Upon the Company’s request, you will immediately provide to the Company information and documents that the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti-money laundering laws applicable in Estonia. Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules, or agreements. Your failure to provide accurate and complete information required for your receipt of the Tokens may result in delays, losses, costs, non-delivery of refunds of the Tokens, or other issues. You acknowledge that the Company may refuse to distribute the Tokens to you and/or provide access to your account until such requested information and/or documents are provided. The Company reserves the right to request further information and documentation at any time at its sole discretion. The Company may refuse your access or purchase should it have doubts as to the validity, authenticity, and genuineness of the documents, provided by you. You agree that the Company shall not be liable for any loss arising as a result of the delay or non-delivery of the Tokens to you or any other actions taken by the Company described in this section, and you hereby waive all claims against the Company arising from such losses. You agree to indemnify and hold harmless the Company, against any loss incurred by the Company due to any such information or documentation not being provided by you. You agree that the Company will process all personal data you provide or make available during the Token Sale, including without limitation:

  • The Purchaser’s name and surname;
  • Their country of residence/nationality;
  • A scanned government-issued ID (which must be valid for at least 6 months as of uploading date);
  • Their date of birth (if not available on the ID document);
  • Their primary occupation;
  • Proof of residency, which will be provided with any of the following documents:
    • Bank statement of your current account;
    • Credit card statement;
    • Loan-related documents from a bank;
    • Utility bill;
    • Broadband home internet bill, landline phone bill;
    • Tax return, council tax bill; or
    • Government-issued certificate of residency;
  • Mobile phone number;
  • Photographs of you (which you must provide holding your ID document next to your face, with your head and shoulders visible, or by holding a hand-written piece of paper containing the words “Coorest” and the date of your application); and
  • Any other personal identification information reasonably required by the Company to discharge its identification and/or anti-money laundering and terrorism financing obligations.

In addition to the information set out above, the Company collects information from running its Website, provided thereto, and processes such information. When you visit the Website, the Company collects information sent by your computer, mobile phone, or another access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information, and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with the Company’s website, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When you access the Website, the Company or its applicable third-party service providers on behalf of the Company may place small data files called cookies on your computer or another device. The Company uses these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or another access device to mitigate risk, help prevent fraud, and promote trust and safety. Processing of personal data is any operation or set of operations that is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The Company may share your personal data with third parties in order to complete the Token Sale, reveal or suppress fraud or fix technical bugs or eliminate security problems. The Company may disclose your personal data to its Associated Parties or third-party service providers in so far as is necessary to complete the Token Sale and fulfill the purposes set out below. The processing of your personal information shall otherwise be in accordance with the terms of the Company’s Privacy Policies in effect. You agree that the Company will process your personal data to market, and conduct and perform technical analysis on the completion of the Token Sale. Processing of your personal data will also be carried out in order to: (a) fulfill the Company’s obligations under these Terms and under applicable law (including to comply with applicable anti-money laundering requirements); (b) complete your registration; (c) provide technical support and; (d) to assist the Company in the development of the Coorest Ecosystem and the performance of the activities set out in the Whitepaper. You acknowledge and agree that you may receive commercial electronic messages and advertising materials from the Company or third parties by order of the Company on the e-mail address and the mobile phone number that you provided to the Company throughout the use of the Website. At any time you will be entitled to withdraw your consent to receive such materials by following the instructions provided in the materials.

  1. Miscellaneous
  • Force majeure:

The Company is not liable for failure to perform caused by an unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of Polygon or another similar platform, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the Party injured by the other’s inability to perform may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances. The Party experiencing the force majeure circumstances shall cooperate with and assist the injured Party in all reasonable ways to minimize the impact of force majeure on the injured Party.

  • Entire Agreement:

These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Company, and supersede all prior or contemporaneous agreements and understandings (including without limitation the Whitepaper, the Website or any other marketing material), both written and oral, between you and the Company. The Company may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Company makes changes, it will as soon as practicable post the amended Terms on the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.

  • Severability_

The Purchaser and the Company agree that if any provision of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction, and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.

  • Interpretation:

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

  • No Waiver:

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Company shall not be deemed a modification of these Terms nor be legally binding.

  • No Partnership:

Purchasing (whether through an intermediary or otherwise), holding, and/or using the Tokens does not create any form of partnership, joint venture, or any other similar relationship between you and us, nor cause the Parties to be deemed acting in concert in any respect.

  • Intellectual Property:

The Company (or the Associated Party, as the case may be) retains all right, title and interest in all of that entity’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Company’s (or the relevant Associated Party’s) intellectual property for any reason whatsoever.

  • Multiple Purchasers:

If there is more than one person comprising a Purchaser, then all representations, warranties, acknowledgments, undertakings, and agreements by the Purchaser bind those persons jointly and each of them individually, and all benefits in favor of the Purchaser benefit those persons jointly and each of them individually.

  • Assignment:

You shall under no circumstances be entitled to assign or novate your rights and obligations under these Terms (including without limitation the right to claim any of the Tokens purchased). The Company may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Company may require for the purpose of effecting any such assignment or novation by the Company.

  • Cooperation with Legal Authorities:

The Purchaser acknowledges and agrees that the Company intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or requests are fully supported and documented by the law in the relevant jurisdictions in the Company’s judgment. The Purchaser hereby acknowledges and agrees that the Purchaser has read, understands, and is bound by such cooperation efforts made by the Company.

  • Language:

Currently, only English versions of any Company’s communications are considered official. The English version shall prevail in case of differences in translation.

  • Governing Law and Dispute Resolution:

These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Estonia, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court/arbitrator order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.

  • No Class Action:

Any dispute arising out of or related to these Terms is personal to Purchaser and the Company 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 attempt 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.

  • Survival:

Any sections or terms, which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms.

 

  • Remedies:

These Terms do not limit any rights that the Company may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Company, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Company.

  • Headings:

All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.

  • Third Parties:

Any company, party or another identifiable person who is not a Party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.

  • Notices:

You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Company provides to you, including these Terms, will be provided in electronic form. These Terms have been entered into for and on behalf of the Company. If you have any questions regarding these Terms, please contact us at info@coorest.eu .

[1] For these purposes, “Beneficial Owners” include, but are not be limited to the following: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund of funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the

individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person represented by the Purchaser in an agency, representative, intermediary, nominee or similar capacity. If the Beneficial Owner is itself an entity the information and representations set forth in this Application Form must also be given with respect to its individual Beneficial Owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its Beneficial Owners.

The Coorest batch 2 NFTrees are available on the Venly market

ARE YOU HELPING US TO PLANT MORE TREES?

  • The NFTree is backed by 10 real trees on a plot of 40m2 mixed forest
  • 1 NFTree Absorbs 250 kilos of CO2 per year
  • Planted and managed by Coorest
  • Location of planting: North Europe in Q3 2022
  • Claim, trade, and converted $CCO2 tokens: Proof of Carbon Compensation Certificate (PoCC)