The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of cryptographic tokens ("CNX") from Letsch BV, an exempted company registered in the Netherlands (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the CNX token sale.
If you do not agree to these terms, do not purchase CNX from the Company. By purchasing CNX from the company, you will be bound by these terms and any terms incorporated by reference. If you have any questions regarding these terms, please contact the company at [email protected]
By purchasing CNX, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “CNX Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of CNX, including losses associated with the terms set forth below.
Do not purchase CNX if you are not an expert in dealing with cryptographic tokens and blockchain-based software systems. Prior to purchasing CNX, you should carefully consider the terms listed below and, tot he extent necessary, consult an appropriate lawyer, accountant or tax professional. If any of the following terms are unacceptable to you, you should not purchase CNX.
Purchases of CNX should be undertaken only by individuals, entities or companies that have significant experience with, and understanding, the usage and intricacies of cryptographic tokens, including Bitcoin, USDC and Ethereum tokens and blockchain based software systems. Purchasers should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the company will be available to assist purchasers of CNX during the sale, the company will not be responsible in any way for loss of BTC, ETH, USDC or CNX resulting from actions taken by, or omitted by purchasers. If you do not have such experience or expertise, then you should not purchase CNX or participate in the sale of CNX. Your participation in CNX is deemed to be your undertaking that you satisfy the requirements mentioned in this paragraph.
Purchaser agrees to buy, and the Company agrees to sell, the CNX tokens in accordance with the following terms:
You may not acquire a CNX token if you are a citizen, resident (tax or otherwise) or green card holder of Russia, Ukraine, Iran, China, and North Korea.
We are not allowed to operate in these countries because of certain legal and economic sanctions. In all other countries that are not mentioned above, we will be operational.
When you purchase, or otherwise receive, a CNX token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the CNX tokens;
CNX is required for proper operation and comprehensive utilization of CNX Network (as defined in the white paper (the “White Paper”) provided at https://www.cnxnetwork.org/ (the “Website”) as of the date the Purchaser acquires CNX token). After the CNX sale, each CNX is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to CNX are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or CNX from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of CNX portfolio) and block their acquisition.
The anticipated distribution of the CNX tokens is as follows:
Purchasers in the CNX token pre-sale will be allocated their CNX tokens in exchange for USD, BTC, ETH or USDC at the following rate:
3.000.000.000 CNX tokens: US$ 0.008 per CNX token;
The presale of CNX tokens is a one-time presale and will start on April 30, 2022 and will last until approximately the third quarter of 2022, if tokens are still available. As soon as all tokens from the presale have been sold, the sale will stop immediately, no more new tokens will be sold.
In the spirit of openness, the Company will constantly update on the Website the number of tokens sold.
Purchasers shall not have no expectation of influence over governance of the Company.
After purchase, the purchaser will receive their temporarily login credentials and a unique address to use WalletX, where the Company will assign the bought CNX tokens.
After the CNX pre-sale, the Company will do its utmost to get CNX on Listings, such as Binance, after which CNX will be tradable.
The Company warrants that neither it nor its shareholders will purchase CNX during the CNX pre-sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase CNX from any third party during the period of the CNX sale.
All purchases of CNX are final. Purchases of CNX are non-refundable. By purchasing CNX, the purchasers acknowledges that neither the company nor any of it’s affiliates, directors or shareholders are required to provide a refund for any reason.
If the Company believes, in it’s sole discretion, that any individuals or entities owning CNX creates material regulatory or other legal risks or adverse effects for the Company and/or CNX, the Company reserves the right to: (A) Buy all CNX from such CNX owners at the then-existing market price and/or (B) sell all cryptocurrency assets of the company.
The Purchaser bears the sole responsibility to determine if the purchase of CNX with BTC, ETH, USDC or the potential appreciation or depreciation in the value of CNX over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing CNX, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of CNX.
The CNX Team is not liable for failure to perform solely caused by:
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.
The purchaser expressly agrees that the purchaser is purchasing CNX at the purchasers sole risk and that CNX is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only tot he extend prohibited under applicable law with any legally required warranty period to the shorter or thirty days from first use or the minimum period required). Without limiting the foregoing, none of the CNX team warrants that the process for purchasing CNX will be uninterrupted or error-free.
The purchaser acknowledges and agrees that, tot he fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to (i) use of, or inability to use, CNX or (ii) the CNX team under any cause or 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 none of the CNX team shall be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, CNX, or arising out of any interaction with the chain implemented in relation to CNX. The purchaser further specifically acknowledges that the CNX team is not liable fort he conduct of third parties, including other purchasers of CNX, and that the risk of purchasing and using CNX rests entirely by the purchaser. Tot he extent permissible under applicable laws, under no circumstances will any of the CNX team by liable to any purchaser for more than the amount the purchaser has paid tot he Company for the purchase of CNX. Some jurisdictions do not allow the exclusion of certain warranties of the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in the terms may not apply to a purchaser. In particular, nothing in these terms shall affect the statutory rights of any purchaser or exclude injury arising from any wilful misconduct or fraud of the CNX team.
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of CNX. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of CNX and supersede any public statements about the CNX token sale made by third parties or by the CNX Team or individuals associated with any of the CNX Team, past and present and during the CNX token sale.
The Purchaser and the Company agree that if any portion 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 the Terms, which shall continue to be in full force and effect.
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 or relinquishment 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 CNX Team shall be deemed a modification of these Terms nor be legally binding.
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing CNX. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the CNX Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of CNX; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet use to receive and hold CNX purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any CNX's communications is considered official. The English version shall prevail in case of differences in translation.
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with Dutch law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the DAA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be Amsterdam. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
By purchasing, owning, and using CNX, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of CNX stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing CNX will result in loss of such CNX. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your CNX. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving tokens may result in the loss of your tokens.
Hackers or other malicious groups or organizations may attempt to interfere with the platform or CNX in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing.
If secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to CNX (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
Unlike bank accounts or accounts at some other financial institutions, CNX are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
The regulatory status of CNX and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the CNX platform and CNX. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and CNX. Regulatory actions could negatively impact the platform and CNX in several ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of CNX constitutes unlawful activity or that CNX are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterization of CNX is uncertain. You must seek your own tax advice in connection with purchasing CNX, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Because CNX confer no governance rights of any kind with respect to the CNX platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any CNX you own, including their utility for obtaining services.
Cryptographic tokens such as CNX are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of CNX, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the CNX sale, please contact [email protected]