Terms and Condition
Decracy PLEASE READ THESE TERMS CAREFULLY NOTE THAT SECTION 20 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF PARTICIPATION, DO NOT REGISTER, DONATE, ACQUIRE, OBTAIN OR RECEIVE TOKENS AND IMMEDIATELY NAVIGATE AWAY FROM ALL OF OUR DOCUMENTS, SOURCES, AND WEBSITES. Any Participant to receive DCA Utility Tokens ("DCA", "Tokens" or “Utility Tokens”) during the Contribution Event (as defined below) or Global Event (as Defined in Exhibit C) from World Change MTÜ, a Estonia Non Profit Organization (the "Foundation," "we," or "us"), are subject to these terms of participation ("Terms"). By receiving any DCA Utility Tokens or Initiating any “as is” donations during the Contribution Event, you will be bound by these Terms and all terms incorporated by reference. If you receive any DCA Utility Tokens during the Global Event you will be bound by these Terms and all terms incorporated by reference that are met in Exhibit C. If you have any questions regarding these Terms, please contact us at [email protected] You and the Foundation agree as follows: 1. Contribution; “AS IS” Donation This Remittance is a sole Donation and Contribution Event voluntarily instanced by the donor to fund the Foundation’s growing and evolving mission to outline a Global, transformative system that can be developed, engineered, or led, by any external, third-party, or other entities outside of the Foundation (the "Decracy Contribution Event" , “Contribution Event” or “Event”). All Contributions initiated, volunteered, formed are for the funding of the Foundation and its effort to evolve a vision that can bring global impact and world change. With any donation received there holds no guaranty that there will be any delivered or exchanged DCA utility Tokens. Any delivery of DCA Utility Token are of the voluntary choice of the Foundation and does not define the mandate for the Foundation to deliver Tokens to contributors and donors. 2. Contribution Event: In Case of DCA Delivery The Foundation is vowed to raise funds for the betterment of world transformation, aiding a collective mass of human life. Non-definitive distribution details are set forth in Exhibit A. 3. Commencement and Duration of Contribution Event. The Decracy Contribution Event will begin on December 31, 2021 and end at the completion of the Maximum Raise. (the "Contribution Event End Date"). 3. Eligibility to Participate in the Contribution Event. In order to be eligible to participate in the Decracy Contribution Event, you must: (a) Comply with all the terms and conditions set forth in these Terms. (b) Pre-register and provide all of the required Registration Information (as defined in Exhibit B) to the Foundation. (c) Submit all relevant and personal information for ‘Know Your Customer’. (d) Not conflict with the ineligible Participant list in Section 8. 4. Acquirement and Receipt During the Contribution. (a) The potential delivery of each Utility Token and the potential amount is defined in the Foundation contribution page before finalizing a monetary contribution. (b) Binding Donation. You acknowledge and agree that your acceptance of these Terms and your transmission of donation in BTC, LTC, XMR, DOGE constitutes a binding understanding of your contribution being ‘as is’ remittance. 5. Release of Possible DCA Tokens; Hold Period. (a) The agreed vesting period for every donation received within the Contribution event is set forth in the direct Foundation contribution page. The vesting period of choice is defined in the direct Foundation contribution page before donating funds to the Decracy Contribution Event. 5. Delivery of DCA Tokens; No Returns or Cancellations (a) Delivery of Possible DCA Utility Tokens. Provided you have a valid Token Receipt Address, delivery of the Native DCA utility ecosystem Tokens will be made to your Token Receipt Address no later than 27 days upon the fulfilled vesting period defined during donation. (b) Right to Return. Your contribution and donation during the Contribution Event is final, and there are no returns or cancellations except as may be required by applicable law or regulation. The Foundation may, in its sole discretion, terminate all of its obligations under these Terms of the Decracy Contribution Event and return any contribution funds tendered by you. 6. Purpose and Use of Tokens in the Ecosystem; Possible Migration of Tokens. (a) The purpose of the DCA Utility Tokens are to provision the use of the Decracy ecosystem and network ("Network"), provide governance rights, and enable use and deployment of the innovative smart contracts that Developers or external parties make available within the Network (collectively, the "Ecosystem"), as detailed in the World Paper included directly on the Foundation website (the "World Paper" or “Global Paper”). The Utility Tokens are usable in the Ecosystem on or around the date on which they are delivered. While the Foundation provides intention for an impactful and attainable World Ecosystem as detailed in the World Paper, the Foundation makes no guarantee that it will be the entity to realize these arrivals or innovation. The contribution and donation that you make to the Foundation is an “as-is” basis without self-formed expectations. If the Foundation volunteers to assist the Global Ecosystem growth, the Foundation holds capacity to implement features and solutions in a manner different from the Global paper. (b) Acquirement, acceptance, ownership, receipt, or possession of potential Utility Tokens carries no rights, expressed or implied, other than the right to use Utility Tokens as a means to use the Ecosystem and Solutions. In particular, you understand and accept that Utility 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 Foundation, the Ecosystem, or any other Foundation offering. The Utility Tokens are not intended to be a security or a regulated commodity interest, and you agree and acknowledge that you are acquiring the Utility Tokens for use in the Ecosystem and absolutely not for speculative investment purposes or financial gain, and accordingly, these Terms do not constitute any invitation to subscribe for any securities. (c) The Utility Tokens may be delivered to you as a native Decracy Ecosystem DCA utility token. The wallet software you use to access your Token Receipt Address (and any address to which you subsequently transfer the Tokens) must be compatible with the Decracy Ecosystem and network. (d) The Foundation reserves the right to migrate the Decracy network and ecosystem utility Tokens to another protocol in the future should the Foundation determine, in its reasonable discretion, that doing so is necessary or desirable. Upon the Foundation's request, you agree to take any and all actions necessary to effectuate the migration of your Decracy network and ecosystem utility Tokens to another protocol identified by the Foundation. If you fail to effectuate such migration, the Utility Tokens assigned to your contribution may not be compatible with the Ecosystem going forward. Notwithstanding any other provision of these Terms, the Foundation will not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the Parties, which you may suffer, sustain or incur, arising out of or relating to your failure to effectuate such migration of your Decracy utility Tokens to another protocol identified by the Foundation. 7. Scope. (a) Unless otherwise stated herein, these Terms only govern the unexpected case that the Foundation delivers to you DCA Utility Tokens during the Token Distribution Event. (b) Use of Utility Tokens in connection with the Ecosystem or providing or receiving the Solutions may be governed by other applicable terms and conditions and policies of the Foundation or third parties. 8. Ineligible Participants. To abide by the Global efforts of maintaining a safe and stable global community we take pre-caution in restricting participation of those who meet the criteria(s) listed below and/or conflict with the definitions listed in Section 16. You are currently unable to participate if: You are listed on the OFAC list or any similar sanction list. You disturb the peace, stability, safety, wellbeing of any entity, being(s). You perform illegal, money laundering, or terrorism activities. You are an employee or member of the military, government, or of any entity affiliated with the military or government in any of these countries: Venezuela Russia You are employed, receive a salary, are affiliated, or work in any of these Economic Sectors of Russia: Financial services Energy Metals and mining Engineering Defense and related materiel You are a citizen. resident, or national of: Crimea, Ukraine North Korea 9. Cancellation; Refusal of Contribute Requests. All DCA Utility Token acquirement from the Foundation are final, and there are no returns or cancellations, except as expressly provided in these Terms or as may be required by applicable law or regulation. The Foundation reserves the right to refuse or cancel Contributions, or donations at any time in its sole discretion. 10. Contribution Allocation. Important information about the Foundation's creation and intended use of the donation is provided in Exhibit A. By Contributing to the Foundation, you acknowledge that you have read and understand Exhibit A. 11. Acknowledgment and Assumption of Risks. You acknowledge and agree that there are risks associated with acquiring Utility Tokens, owning Utility Tokens, receiving Utility Tokens, and using Utility Tokens for the provision or receipt of Solutions and/or accessing the Ecosystem, including without limitation as disclosed and explained in Exhibit D. BY RECEIVING OR ACQUIRING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS. 12. Security. You are responsible for implementing reasonable measures for securing your Utility Token Receipt Address and the wallet software you use to access that address, and any other address, wallet, vault, or other storage mechanism you use to receive, hold, or access Utility DCA Tokens received from the Foundation, including any requisite private key(s) provided to you 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 DCA Utility Tokens. Notwithstanding any other provision of these Terms, the Foundation will not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to (i) your failure to implement reasonable measures to secure the wallet, vault, or other storage mechanism you use to receive and hold DCA Utility Tokens or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials. 13. Personal Information. In addition to the Registration Information, the Foundation may determine, in its sole discretion, that it is necessary to obtain further information about you or (if relevant) your beneficiaries, shareholders, beneficial owners, partners, directors, officers, or any other individuals connected to you in order to complete the Contribution Event or provide the Solutions, or in order to comply with applicable laws or regulations or requests of any regulator in any relevant jurisdiction, in connection with acquiring DCA Utility Tokens or providing the Solutions to you (collectively with the Registration Information, "Personal Information"). You agree to promptly provide the Foundation with the Personal Information it requests as a condition of your participation in the Token Distribution Event. You agree that any Personal Information you provide (including information relating to any third party) may be collected, used, and disclosed by the Foundation in order for the Foundation or its affiliates to complete the Token Distribution Event or provide the Solutions, or to comply with laws or regulations or requests of any regulator in any relevant jurisdiction. You acknowledge that the Foundation may refuse to distribute DCA Utility Tokens to you or to provide Solutions, until you provide such requested information and the Foundation has determined that it is permissible to distribute to you DCA Utility Tokens and to provide the Solutions under applicable laws or regulations. 14. Taxes. Any Utility Token that you may receive is exclusive of all applicable taxes. While DCA is a non-speculative Utility Token, you are responsible for determining what, if any, taxes apply to your acquirement of DCA Utility Tokens, including, for example, use, utility value added, and similar taxes. It is your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. The Foundation is not responsible for withholding, collecting, reporting, or remitting any use, value added, or similar tax arising from your acquirement of DCA Utility Tokens. 15. Foundation Representations and Warranties. The Foundation represents and warrants that: (a) The Foundation is a Estonia Exempted Foundation, duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of Estonia, and has the power and authority to own, lease, and operate its properties and carry on its objectives as now conducted. (b) The performance by the Foundation of these Terms is within the power of the Foundation and, other than with respect to the actions to be taken when DCA Utility Tokens are to be distributed to you, has been duly authorized by all necessary actions on the part of the Foundation. To the knowledge of the Foundation, it is not in violation of (i) its current certificate of incorporation, (ii) any material statute, rule, or regulation applicable to the Foundation, or (iii) any material indenture or contract to which the Foundation is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Foundation. These Terms stand valid, except in the case that the Foundation is limited by bankruptcy, insolvency, or other laws affecting the Foundation to make unconstrained decision. This case of the Foundation facing bankruptcy, insolvency, or other laws affecting the Foundation to make unconstrained decision will lead to the termination of the Foundations voluntary action to distribute DCA Utility Tokens and volunteer to the enhancement of the Global Ecosystem. (c) The performance and consummation of the transactions contemplated by these Terms do not and will not (i) violate any material judgment, statute, rule, or regulation applicable to the Foundation, (ii) result in the acceleration of any material indenture or contract to which the Foundation is a party or by which it is bound, or (iii) result in the creation or imposition of any lien upon any property, asset, or revenue of the Foundation or the suspension, forfeiture, or nonrenewal of any material permit, license, or authorization applicable to the Foundation, its business, or operations. 16. Your Representations and Warranties. You represent and warrant that: (a) You have sufficient understanding of technical and operational matters (including those that relate to the Ecosystem and the Solutions), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of acquiring the DCA Utility Tokens; (b) You have read and understand the terms and conditions of these Terms (including all exhibits which are part of these Terms); (c) You understand the restrictions and risks associated with the possible delivery of Utility Tokens as set forth herein, and acknowledge and assume all such risks; (d) You have obtained sufficient information about the Utility Tokens, the Solutions, and the Foundation to make an informed decision to accept delivery of the Utility Tokens; (e) You understand that the Utility Tokens confer only the right to use the Ecosystem and confer no other rights of any form with respect to the Ecosystem or the Foundation, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; You understand that the DCA Utility Tokens are solely for the purpose of utilizing the Solutions, participating in the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem, being aware of the commercial risks associated with the Foundation and the Ecosystem. You are not donating or contributing to the Token Event for any other purposes, including, but not limited to, any investment, speculative, or financial purpose; You are agreeing that if you receive DCA Utility Tokens you are to participate in the Network in some manner, and you understand that it is your responsibility to participate, meaning that the Network surrounding this project is NOT solely dependent upon the efforts of Foundation managers, but by the members engaging with the Foundation Network and Services; Your receipt of DCA Utility Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the acquirement of the DCA Utility Tokens and entering into contracts with the Foundation, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; (i) You understand and acknowledge that the Foundation is not registered with or licensed by any financial regulatory authority in any jurisdiction. Accordingly, no financial regulatory authority has passed upon the contents of these Terms, nor have these Terms been filed with, or reviewed by, any Estonia or other financial regulatory authority. (j) You understand and acknowledge that these Terms will not be construed as an invitation to subscribe for any securities, and you understand and acknowledge that DCA is a non-speculative Utility Token and no actions of, or documentation issued by the Foundation, will be construed as such. (k) You understand and acknowledge that title to, and risk of loss of, Utility Tokens you receive from the Foundation passes from the Foundation to you. (l) You will comply with any applicable tax obligations in your jurisdiction arising from your acquirement of DCA Utility Tokens; (m) If you are receiving DCA Utility Tokens on behalf of any entity, you are authorized to accept these Terms on such entity's behalf, and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly); (n) You are not a resident of, domiciled in, or receiving DCA Utility Tokens from a location in any of the following jurisdictions: (i)United States of America, (ii)Any other jurisdiction where your acquirement of DCA Tokens is unlawful; (o) You hereby certify that you are not (i) a citizen or resident of a geographic area in which use of the Token as contemplated as a utility token is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a affected citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals List, the U.S. Department of State's Debarred Parties List or other applicable sanctions lists. You hereby represent and agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify the Foundation and cease using Tokens. Finally, you agree that you will not knowingly forward the Tokens to a party subject to U.S. or other applicable sanctions; (p) You will at all times maintain control of your Token Receipt Address and the private key and/or any account credentials associated with the Token Receipt Address, and will not share or disclose the private key or account credentials with any other party. If you transfer the Tokens to another address, you will similarly maintain control of, and not share or disclose the private key or account credentials for, such other address. (q) You agree and understand that your donation and contribution is not correlated to the receipt of any DCA Utility Tokens and does not guaranty the receipt of any DCA utility Token by you. Your contribution is an ‘as is’ donation funding the Foundation vision for Global change. 17. Indemnification. (a) To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless the Foundation 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 "Foundation Parties") from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys' fees) that arise from or relate to: (i) your acquirement or use of Utility Tokens, (ii) you responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any applicable law or the other person or entity. (b) The Foundation reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 17(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Foundation. 18. Disclaimers. (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (i) THE FOUNDATION CONTRIBUTION EVENT IS “AS IS” AND SOLE STANDING WITHOUT WARRANTIES OF ANY KIND, AND THE FOUNDATION EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO CONTRIBUTION EVENT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, (ii) THE FOUNDATION DOES NOT REPRESENT OR WARRANT THAT THERE WILL BE ANY DELIVERY OF ANY DCA UTILITY TOKEN TO DONORS, AND THAT THE POSSIBLY DELIVERED UTILITY TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE UTILITY TOKENS WILL BE CORRECTED, AND (iii) THE FOUNDATION CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE DCA UTILITY TOKENS OR ANY OF ITS DELIVERY MECHANISM FOR DCA TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. (b) Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 18 may not apply to you. 19. Limitation of Liability. (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (i) IN NO EVENT WILL THE FOUNDATION BE LIABLE FOR TOKEN MISPLACEMENT, LOSS OF VALUE, LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME, OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE CONTRIBUTION EVENT OR USE OF THE POSSIBLE DCA UTILITY TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE FOUNDATION AND THE FOUNDATION PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE POSSIBLE DCA UTILITY TOKENS. (b) THE LIMITATIONS SET FORTH IN SECTION 19(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL, WILLFUL, OR RECKLESS MISCONDUCT OF THE FOUNDATION. (c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 19 may not apply to you. 20. Release. To the fullest extent permitted by applicable law, you release the Foundation and the Foundation Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles, and including similar laws in other applicable jurisdictions, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. 21. Dispute Resolution; Arbitration. PLEASE READ THE FOLLOWING SECTION CAREFULLY, BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES. IF YOU ARE LOCATED, RESIDENT, OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE FOUNDATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. (a) Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents, you and the Foundation (i) waive your and the Foundation's respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Foundation's respective rights to a jury trial. Instead, you and the Foundation will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). (b) No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Foundation 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. (c) Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 21 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law. (d) Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Foundation will be sent by e-mail to the Foundation at [email protected] Notice to you will be by email to the email address provided to the Foundation. Your notice must include (i) your name, postal address, email address, and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Foundation cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Foundation may, as appropriate and in accordance with this Section 21, commence an arbitration proceeding or, to the extent specifically provided for in Section 21(a), file a claim in court. (e) Process. Any arbitration will occur in San Juan, Puerto Rico. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Solutions ("JAMS"), which are hereby incorporated by reference. The courts located in the territory of Puerto Rico will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court. (f) Authority of Arbitrator. As limited by the FAA, these Terms, and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which are prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. (g) Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. 22. Governing Law and Venue. These Terms will be governed by and construed and enforced in accordance with the laws of Estonia, without regard to conflict of law rules or principles (whether of Estonia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. 23. Severability. If any term, clause, or provision of these Terms is held unlawful, void, or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms. 24. Disruption Event. In the event of a Disruption Event, the Foundation will have the right to suspend the Contribution Event for up to seventy-two (72) hours. If the Foundation elects to suspend the Contribution Event, the Foundation may choose to publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Contribution Event, the Foundation may choose to announce the resumption at least one (1) hours in advance. If the Foundation suspends the Contribution Event for a period of time (the "Suspension Period") pursuant to this Section 24, the Foundation will determine in its sole discretion whether to (i) nevertheless end the Contribution Event on the scheduled end date, or (ii) extend the Contribution for a period equal to the Suspension Period. The Foundation will provide notice of its election in this regard in the public announcements of the resumption of the Contribution Event following the Suspension Period. A "Disruption Event" means (i) any event or occurrence that causes a disruption in the functionality of the Decracy Contribution Event Website, the Decracy network, the Ethereum network or of the blockchain network underlying any of the accepted donation Currency (defined in Exhibit B), and such disruption has a material adverse effect on the processing time for network transactions, or (ii) a change in the value of any accepted donation Currency of twenty percent (20%) or more in any twenty-four hour period. 25. Contribution Event Overage. It is possible that, due to technical or other factors, the total contribution orders during the Contribution Event may inadvertently exceed the Token Contribution Event Maximum Contribution Value (as defined in Exhibit B) by minimal amounts, which in any case will not exceed two percent (2%). 26. Miscellaneous. (a) Any notice required or permitted by these Terms will be deemed sufficient when sent by email to the email address you provided. If you fail to provide a valid email address, you waive your right to any notices by the Foundation contemplated by this Agreement. (b) The Foundation may assign these Terms, in whole, without your consent, (i) in connection with a reincorporation to change the Foundation's domicile, (ii) in connection with any sale of all or substantially all of the Foundation's assets, or (iii) to any person or entity becoming the beneficial owner, directly or indirectly, of ownership interests representing more than fifty percent (50%) of the combined voting power of the Foundation, or otherwise acquiring the Foundation's voting control. (c) The exhibits to these Terms are a part of, and are hereby incorporated into, these Terms. In the event of any inconsistency between these Terms and the exhibits to these Terms, the terms and conditions contained in these Terms will control. (d) The Foundation will have the right to modify these Terms by providing you written email notice of such modification, if the Foundation reasonably believes that such amendment or modification is necessary to comply with changes in applicable laws or regulations or the regulatory environment. Your continued use or holding of the Utility DCA Tokens you received will constitute your acceptance of the modified terms. EXHIBIT A Creation and Allocation of Possible Utility Tokens 1. The Foundation may create 687,500,000 Utility Tokens. 2. Utility Tokens. Of those, 550,000,000 constitute the Tokens potentially available for contributors and donors during the Contribution Event (the "Utility Tokens"). 3. Foundation Inventory. Another 103,125,000 Tokens will be reserved for use by the Foundation (the "Foundation Inventory"). The Foundation reserves the right to use the Foundation Inventory for any purposes at its sole discretion, including without limitation as rewards to incentivize use of the Global Ecosystem, and reward pioneer members. Any Distribution Tokens that remain undistributed at the conclusion of the Contribution Event End Date, will be added to the inventory of the Foundation Tokens and will be subject to the same reservation of being used at the Foundation discretion. EXHIBIT B Donation and Contribution Event. Possible DCA Utility Token Release, Terms, and Conditions 1. Amount; Donation Currencies (a) Value of Donation. Donations received in the Contribution Event will be valued in U.S. Dollars ("USD") at the rate of the Donation currency used, to potentially influence the DCA Utility tokens received in the future, Details are available on the Decracy Contribution funding page . The direct value of the donation and the possibly delivered DCA Utility Token will be accurately shown to you in the contribution funding page. (b) Donation Currency. While the value of Donation is in USD, you must fund your contribution in Bitcoin (“BTC), or Litecoin (“LTC”), or Monero (“XMR”), or DOGE (“DOGE”), as the Foundation will only accept BTC, LTC, XMR, or DOGE as contribution (each, a "Donation Currency"). The Foundation will provide the address to which BTC, LTC, XMR, or DOGE contribution funds must be sent (each, a "Contribution Address") after contributors complete the Registration Process. (c) Exchange Rate. In order to calculate the Utility Token rate (defined below) in BTC, LTC, XMR, DOGE, an exchange rate will be sourced from one of the follows sources; Blockchain, Binance, Coinbase, KuKoin, or any top 100 exchange ("Exchange Rate"), and will be utilized and effective at the time you remit the donation funds. The Exchange Rate will be periodically updated until the time your Contribution is made. (d) Donation Amount. At the time of donation, you will indicate the value of Donation you wish to make, subject to the maximum donation limit set forth in the donation page ("Donation Limit"). The Foundation will inform you of the total donation value which you will fund with your donation currency of BTC, LTC, XMR, or DOGE. A donation received in BTC, LTC, XMR, or DOGE that varies from the Donation Limit by the Foundation, reserves the right of the Foundation to either reject the donation and return the Donation value or accept the donation and adjust the donation value to reflect the donation received. 2. Registration; Required Information (a) In order to receive the possible Utility Token you must register with the Foundation and provide: (i) full name, or entity name as applicable, (ii) country of residence, (iii) email address, (iv) a valid government-issued ID Card, Driver or Citizen ID, and or Passport, (v) any other information required by the Foundation in the registration process (collectively, the "Registration Information"). (f) The Foundation may require you to verify your email address and/or phone number prior to completing your registration. (g) At its option and sole discretion, the Foundation, or a third-party service provider acting on the Foundation's behalf, may request that you provide proof of your identity. (h) If you fail to provide Registration Information, provide incomplete or inaccurate Registration Information, or fail to provide valid proof of your identity if and as requested, you will be prohibited from receiving any possible DCA tokens and from successfully participating in the Contribution Event. Exhibit C Certain Risks Relating to Donation, Contribution, and Use of Potentially delivered Utility Tokens Important Note: As noted elsewhere in these Terms, the Utility Tokens are not being structured or delivered as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit D is intended to form the basis for any investment speculation, self-made assumptions, decisions, remittance, and no specific recommendations are intended. The Foundation expressly disclaims all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit D, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. By receiving, owning, accepting, and using Utility Tokens, you expressly acknowledge and assume the following risks: 1. Risk of Losing Access to Utility Tokens Due to Loss of Private Keys, Custodial Error, or Handling Error A private key, or a combination of private keys, is necessary to control and dispose of Utility Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Utility Tokens will result in loss of such Tokens. 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 Utility Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Utility Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of you Utility Tokens. Additionally, your failure to follow precisely the procedures set forth for receiving Utility Tokens, including, for instance, if you provide the wrong address for the delivery Address, or provides an address that is not compatible with the Utility Token, may result in the loss of your Utility Tokens. 2. Risk of Mining Attacks As with other decentralized cryptographic tokens, the Utility Tokens are susceptible to attacks by forgers in the course of validating Utility Token transactions on the blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Ecosystem and the Utility Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens. 3. Risk of Hacking and Security Weaknesses Hackers or other malicious groups or organizations may attempt to interfere with the Ecosystem or the Utility Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the Ecosystem is based on open-source software, there is a risk that a third party or a member of the Foundation team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and the Tokens, including the utility of the Tokens for obtaining Solutions. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials in any wallet, vault, or other storage mechanism used to receive and hold Utility Tokens. 4. Risks Associated with Markets for Tokens The Utility Tokens are intended to be used solely within the Ecosystem. Even 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 Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile. 5. Risk of Uninsured Losses Unlike bank accounts or accounts at some other financial institutions, Utility Tokens 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, such as the Federal Deposit Insurance Corporation, or private insurance arranged by the Foundation, to offer recourse to you. 6. Risks Associated with Uncertain Regulations and Enforcement Actions The regulatory status of the Utility Tokens 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 Ecosystem and the Utility Tokens. 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 Ecosystem and the Utility Tokens. Regulatory actions could negatively impact the Ecosystem and the Utility Tokens in various ways, including, for purposes of illustration only, through a determination that the receipt, acceptance, and delivery of the Tokens constitutes unlawful activity or that the Utility Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the receipt, acceptance and delivery thereof. The Foundation 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. 7. Risks Arising from Taxation The tax characterization of Utility Tokens is uncertain. You must seek your own tax advice in connection with receiving Utility Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements. 8. Risk of Competing Ecosystems It is possible that alternative ecosystems could be established that Utility Tokens the same open source code and protocol underlying the Ecosystem and attempt to facilitate Solutions that are materially similar to the Solutions. The Ecosystem may compete with these alternatives, which could negatively impact the Ecosystem and Utility Tokens, including the utility of the Tokens for obtaining Solutions. 9. Risk of Insufficient Interest in the Ecosystem or Distributed Applications It is possible that the Ecosystem will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Ecosystem) more generally. Such a lack of use or interest could negatively impact the development of the Ecosystem and therefore the potential utility of the Tokens, including the utility of the Tokens for obtaining Solutions. 10. Risks Associated with the Development and Maintenance of the Ecosystem The Ecosystem is still undefined, undeveloped and may undergo significant changes over time. Moreover, the Foundation has no control over how other the Ecosystem is acquired by the public and how participants will use the Ecosystem, what products or Solutions will be offered through the Ecosystem by third parties, or how third-party products and Solutions will utilize Utility Tokens (if at all). This could create the risk that the Utility Tokens or Ecosystem, as further developed and maintained, may not meet your expectations at the time of receipt. Furthermore, despite the Foundation's good faith efforts to participate in the Ecosystem, it is still possible that the Ecosystem will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Ecosystem and Utility Tokens, and the potential utility of the Tokens, including the utility of the Tokens for obtaining Solutions. 11. Risk of an Unfavorable Fluctuation of BTC or Other Currency Value The Foundation team intends to use the donation proceeds from the contribution event to attain World Change. If the value of BTC, LTC, XMR, DOGE, or other Currencies fluctuates unfavorably during or after the Contribution Event, the Foundation team may not be able to fund progression, enhancement, or may not be able to contribute to the development or maintenance of the Ecosystem. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of BTC, LTC, XMR, DOGE or DCA Utility Tokens, including another DAO-like attack, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges. 12. Risk of Dissolution of the Foundation or Ecosystem It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of BTC, LTC, XMR, DOGE or DCA Tokens (or other cryptographic and fiat currencies), decrease in the Tokens' utility (including their utility for obtaining Solutions), the failure of commercial relationships, or intellectual property ownership challenges, the Ecosystem may no longer be viable to operate or the Foundation may dissolve. The dissolution of the Foundation may still adversely impact the Platform and the utility of DCA, given the vision to enhance the worlds Global Ecosystem. 13. Risks Arising from Lack of Foundation Governance Rights Because Utility Tokens confer no governance rights of any kind with respect to the Foundation, all decisions involving the Foundation's products or Solutions or the Foundation itself will be made by the Foundation at its sole discretion, including, but not limited to, decisions to discontinue its products or Solutions in the Ecosystem, to distribute more Tokens for use in the Ecosystem, or to sell or liquidate the Foundation. These decisions could adversely affect the Ecosystem and the utility of any Tokens you adopt, including their utility for obtaining Solutions. 14. Risks Associated with New and Evolving Laws Impacting Decentralized Application Technology The distributed ledger and decentralized application ecosystem, and by extension the Platform, may be subject to a variety of federal, state, and international laws and regulations, including those with respect to financial Solutions, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, intellectual property (including copyright, patent, trademark, and trade secret laws), and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could adversely impact the Foundation, the Platform, the Ecosystem, and DCA, including DCA's use in the Ecosystem. Additionally, the users and developers of the Platform may be subject to industry-specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform, the Ecosystem, and DCA, including DCA's use in the Ecosystem. 15. Specific Risks Relating to Function of DCA The launch of new features on the Platform utilizing DCA may be delayed for reasons beyond the Foundation's control and may ultimately prove unsuccessful. The Foundation may discontinue features if they are not feasible, viable, if regulations or licensing requirements change, or for other reasons. The function of DCA will depend on the Token Utility on the Platform. The function may be affected by market conditions and other factors, including changes in the regulation of decentralized applications, privacy, identity, or data storage or transmission. Such changes may adversely affect the efficiency of the tokens. DCA is not a speculative “property”. No promises of future performance or value are or will be made with respect to DCA, including no promise of inherent value, no promise of continuing payments, and no guarantee that DCA will hold any particular value. 16. Operational Risks The Foundation is an infant Foundation and the growth of the team and its capabilities may take longer than expected to evolve the vision for world change. The Utility Tokens are just one product in a highly competitive market, and broad adoption by other users and developments by technology partners may take longer than expected. The usefulness of the Utility Tokens depends on the extent of widespread adoption of the offered technology by the marketplace. 17. Risk of Lack of Adoption The success of the Ecosystem, Solutions, and Utility Tokens is dependent, in part, to the adoption of the Ecosystem, Solutions, and underlying technology by users and developers of blockchain platforms and related systems. It is possible that users of and developers of blockchain platforms and related systems do not adopt or use the Ecosystem. Such lack of use or interest could negatively impact the development of the Ecosystem and therefore the potential utility of the Tokens, including the utility of the Tokens for utilizing the ecosystem. 18. Technology Risks The Utility Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the Tokens or the ability to use them. The functionality of the Utility Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the Utility Tokens is not yet complete and no assurance can be provided of such completion. 19. Unanticipated Risks Cryptographic tokens such as the Utility Tokens are a new and untested technology. In addition to the risks included in this Exhibit D there are other risks associated with your acceptance, possession, and use of the Utility Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit D. Exhibit E Global Event; Global Distribution 1. Global Equity Event The Global Equity event is a Global Distribution Event which performs an “as is” distribution of DCA to registered users pertaining to any country listed in the Decracy Global Event Page (the “Global Event”, “Global Equity Event”, or “Decracy Global Event”). 2. Eligible Countries 3. Eligible Participants The terms and personal requirements to participate in the Global Event are defined in Section 8, Section 16. 4. Legal Age The Legal Age requirement to receive, participate , solicit Utility Tokens from the Global Event is to be of Legal age in the country you are a resident of or provide guardian-approved consent formally to [email protected] 5. Relevant Representations and Warranties Following suit of the previously defined terms, you represent and warrant all understanding agreements in section 16. 6. Taxes, Indemnifications Terms for Taxes, Indemnifications, Disclaimers, Limitations of Liabilities are defined in Section 16, 19, 20, 21, respectively. 7. Risks Defined in Exhibit C. © Copyright 2023 Decracy Limited. All Rights Reserved.
DECRACY CONTRIBUTION EVENT TERM
The full and complete eligible countries are defined in the Decracy Global Page. https://decracy.com/global (the “Global Event Eligible Countries”).