CUBE, The Company
CUBE INTELLIGENCE INITIAL COIN OFFERING TERMS AND CONDITIONS
- 1. ABOUT US
1.1 Cube Intelligence Ltd Limited is a private company limited by shares incorporated and registered in England and Wales.
Its company number is 11052579, registered office is 18 Finsbury Square, London, EC2A 1AH (“Cube”).
1.2 Cube can be contacted
- 2. INTRODUCTION AND ACCEPTANCE
2.1 In these terms and conditions (the “Terms”), capitalised words have the meanings set out in clause 5.
2.2 By Transferring
(defined below) Ether (defined below) to the Cube Ethereum smart contract address (the “Smart Contract”) you (the “Customer”)
expressly agree to be bound by all of these Terms. Customer acknowledges that it has read and understood these Terms, and
had the opportunity to take such professional advice as it thinks fit in connection with the Terms, the Smart Contract, the
ICO Platform (defined below) and CubeCoin Tokens. Should the Customer not agree to all of the terms included in these Terms,
it should not Transfer any Ether to the Smart Contract.
- 3. IMPORTANT TERMS
3.1 While all of these Terms are important, the Customer should pay particular attention to:
(a) the Warning of Risk set
out in clause 4;
(b) information regarding Restricted Jurisdictions (defined below) set out in clause 8;
(c) when Cube may
terminate the Public Sale (defined below) as set out in clause 11.2 and the consequences of such termination as set out in
(d) when the Customer is and is not entitled to a refund as set out in clause 13;
(e) what the Customer must do set
out in clause 14;
(f) the disclaimers set out in clause 16; and
(g) Cube’s liability to the Customer set out in clause 18.
- 4. WARNING OF RISK
4.1 The Customer acknowledges that Cryptotokens (defined below), Blockchain (defined below) technology and CubeCoin Tokens
(defined below) are new and relatively untested. They carry inherent risks (that are outside of Cube’s control) as they have
technical vulnerabilities, may undergo a community-led change in operating model or technical features (often referred to
as a ‘fork’) and their regulatory status may change at any time in any one or multiple jurisdictions. In addition to this,
the value of any Cryptotoken is subject to market forces and its value is not backed by any government or other entity. There
is no one entity which is the ‘issuer’ of a Cryptotoken, and a Cryptotoken does not represent a claim against any issuer,
including, for the avoidance of doubt, Cube.
4.2 Cube is not responsible for secondary market trading of CubeCoin Tokens
(if any such market should come into existence) and consequently the extreme volatility in demand and price that may arise
if such market does come into existence is the sole risk of the holder of CubeCoin Tokens.
4.3 Cube makes no warranties,
representations, guarantees or equivalent (whether express or implied) as to the value, utility or legal status of any Cryptotoken
(including but not limited to CubeCoin Tokens) and assumes no responsibility for the management of Cryptotokens (including
but not limited to CubeCoin Tokens.)
4.4 Before Transferring Ether to the Smart Contract, the Customer should ensure they
have carried out adequate research into the risks and disadvantages of Cryptotokens and has sufficient understanding of the
functionality, usage and storage of Cryptotokens, smart contracts and Wallets. By Transferring Ether to the Smart Contract
the Customer confirms to Cube that they have carried out such research, and understand and accept the risks and disadvantages
4.5 One type of fraud which is unfortunately common is for a fraudster to provide a fake address for contributions
into an initial coin offering. Before making any Contribution, you must check your individual the Smart Contract address
on the Website (https://cubeint.io/").
- 5. DEFINITIONS AND INTERPRETATION
The following definitions and rules of interpretation apply in these Terms:
(a) “Account” means the Customer’s account (including
but not limited to username and password) used to access the ICO Platform;
(b) “Blockchain” means is a continuously growing
list of groups of records, called blocks, which are decentralised, linked sequentially and authenticated using public-key
(c) “Bonus / Bonuses” has the meaning given to it in clause 10.6;
(d) “Business Day” means a day other than
a Saturday, Sunday or public holiday in England when banks in London are open for business;
(e) “Close / Closed / Closing”
means the time when Contributions can no longer be made as part of the Public Sale;
(f) “Confidential Information” means
any information (whether written, electronic or oral) which has been designated as confidential in writing or that ought
to be considered as confidential (however it is conveyed or on whatever media it is stored) and information the disclosure
of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property
Rights or know-how. Confidential Information shall include the Software but shall not include information which:
public knowledge at the time of disclosure (otherwise than by breach of clause 26);
(ii) was in the possession of the receiving
party, without restriction as to its disclosure, before receiving it from the disclosing party;
(iii) is received from a
third party (who lawfully acquired it) without restriction as to its disclosure; or
(iv) is independently developed without
access to the Confidential Information;
(g) “Contribution(s)” has the meaning given to it in clause 10.3;
means a digital currency, token or coin system in which cryptography and/or the application of distributed computing power
are used to regulate the generation of units and to verify Transfers, operating independently of a central bank; 3
Exchange(s)” means an exchange where it is possible to exchange Cryptotoken for Cryptotoken, fiat currency for Cryptotoken
and Cryptotoken for fiat currency;
(j) “Cryptotoken Unit” means a unit of account in relation to a Cryptotoken, for example
Ether and CubeCoin Tokens are examples of Cryptotoken Units;
(k) “Customer Wallet” means the Customer’s Wallet to which Cube
will Transfer CubeCoin Tokens in accordance with these Terms; .
(l) “CubeCoin Token” means a Cryptotoken created by Cube via
the Smart Contract, and which is or will be used as payment for the services provided via the Cube Platform;
has the meaning given to it in clause 10.3;
(n) “Ether” means the native unit of account of Ethereum;
(o) “Ethereum” is the
ethereum scripting platform which runs smart contracts based on a Blockchain;
(p) “ICO Platform” means the web based platform,
system and service which Cube makes available to Customers for the administration of the Public Sale and the Transfers of
Contributions and Distributions in accordance with these Terms;
(q) “Intellectual Property Rights” means all patents, rights
to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names,
rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs,
rights in computer software including both source and object code, database right, topography rights, moral rights, know-how,
trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all
applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in
any part of the world;
(r) “MainNet Platform” means the contemplated platform which allows secure communications between
autonomous vehicles and smart city data transfers and networks and also between components of vehicles;
(s) “Personnel” means
the affiliates, officers, directors, employees, agents, contractors, consultants, vendors, and representatives of Cube;
“Private Key” means the secret code or text that is personal to the Customer and is used with an algorithm to encrypt and
decrypt code allowing the Customer to access the Customer Wallet and the Cryptotoken stored in the Customer Wallet;
has the meaning given to it in clause 6;
(v) “Public Sale” means the event where the general public is entitled to make Contributions
in return for Distributions as further described in clause 11.1;
(w) “Public Sale Close Date” has the meaning given to it
in clause 11.1;
(x) “Public Sale Open Date” has the meaning given to it in clause 11.1;
(y) “Smart Contract” means the “token
contract” (as such term is used in the Ethereum documentation) script and public address individual to each Customer implemented
in Ethereum pursuant to the ERC20 token standard and which is used by Cube for the control and administration of Contributions
and other Transfers of CubeCoin Tokens;
(z) “Software” means the software used by Cube in the Smart Contract, Website, CubeCoin
Tokens, ICO Platform and MainNet Platform;
(aa) “Transfer / Transferred / Transferring” in relation to a Cryptotoken means
a cryptographically signed message instructing a ledger transfer of Cryptotoken Units from one Wallet to another Wallet;
(bb) “Wallet” means a wallet in relation to a Cryptotoken for the collection, storage and control of Cryptotoken Units; (cc)
“Website” means https://cubeint.io/; and
(dd) “Whitepaper” means the whitepaper found at https://cubeint.io/.
used in these Terms are for convenience of reference only and shall not be construed as altering the meaning of these Terms
or any of its parts.
5.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate
legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
5.4 Unless the
context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and
a reference to one gender shall include a reference to the other gender.
5.5 A reference to a statute or statutory provision
is a reference to it as amended, extended or reenacted from time to time and shall include all subordinate legislation made
from time to time under that statute or statutory provision.
5.6 A reference to writing or written includes electronic mail.
5.7 Any obligation not to do something includes an obligation not to allow that thing to be done.
5.8 A reference to these
Terms or to any other agreement or document referred to in this Terms is a reference to these Terms or such other agreement
or document (as applicable) as varied or novated (in each case, other than in breach of the provisions of these Terms) from
time to time.
5.9 References to clauses are to the clauses of these Terms.
5.10 Any words following the terms including,
include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, definition, phrase or term preceding those terms.
- 6. PROJECT
6.1 Cube intends to build and implement the MainNet Platform.
6.2 CubeCoin Tokens are the method of sending messages and
value exchange used on the MainNet Platform, CubeCoin Tokens do not grant and shall not be construed as granting any legal,
governance or other rights over or in relation to the MainNet Platform Cube, including but not limited to shareholder rights,
statutory rights, rights to dividends or rights to profits.
6.3 These Terms only govern the Distributions of CubeCoin Tokens
pursuant to Contributions that are made via the Smart Contract. Access to and use of the MainNet Platform(and use of CubeCoin
Tokens on it) will be governed by and subject to additional legal terms, if and when the MainNet Platform is released and
6.4 CubeCoin Tokens shall be developed and run on the Ethereum Blockchain, however, Cube reserves the right
in its sole discretion to change to another Blockchain, protocol or type of technology and in such circumstances, subject
to clause 18.1 and 18.2, Cube shall not be liable to the Customer for any loss or damage it suffers as a result of such a
6.5 The Project does not encompass and Cube is not a provider of:
(a) a Cryptotoken Exchange; or
(b) Wallet or
custodial services of credentials necessary to access Cryptotokens.
- 7. REGISTRATION AND AML
7.1 In order to Transfer Contributions the Customer must register for an Account with Cube on the Website.
7.2 Without prejudice
to any ‘know your customer’ or ‘anti-money laundering’ exercise that may be separately conducted, Cube shall be entitled
to take any action to identify the Customer at any time. If Cube conducts ‘know your customer’ exercises, ‘anti-money laundering’
exercises or any other kind of due diligence to verify the identities of all or part of its Customers or to comply with any
applicable law or regulation as necessary from time to time, the Customer shall, in a timely manner, provide all such information,
documentation and meet all such requests as may be sought or instructed.
7.3 If, as a result of a ‘know your customer’ exercise
or otherwise, Cube becomes aware that the Customer is in breach of these Terms, or any applicable anti-money laundering,
counterterrorism financing or other regulatory requirement, the Distribution to the Customer shall be null and void and all
such CubeCoin Tokens Distributed to the Customer shall be revoked, cancelled (burned) or returned to Cube (at Cube’s election)
without further notice. As a result, the Customer shall no longer be the controller or owner of such CubeCoin Tokens and
shall have no right to access or use the ICO Platform or MainNet Platform.
- 8. RESTRICTED JURISDICTIONS
8.1 CubeCoin Tokens and the ICO Platform are not offered for use to persons or legal entities which are located in, or have
their habitual residence or registered office in a jurisdiction where the holding of CubeCoin Tokens or the use of the ICO
Platform violates applicable law or regulations (“Restricted Jurisdiction”).
8.2 The Customer warrants and represents that
it is not:
(a) an individual who is temporarily resident in a Restricted Jurisdiction when agreeing to these Terms, or making
(b) an individual habitually resident in a Restricted Jurisdiction;
(c) a corporation, partnership or other
legal entity formed under the laws of the any Restricted Jurisdiction;
(d) an agency, branch or office located in a Restricted
Jurisdiction of a corporation, partnership or other legal entity that was formed under laws of any country other than a Restricted
(e) a trust of which any trustee is described in clauses 8.2(a) - (d);
(f) a legal entity where more than twenty
five percent (25%) of the shares of which are owned by or for the benefit of an individual or entity described in clauses
8.2(a) - (e);
(g) an agent or a fiduciary acting on behalf or for the benefit of an individual or entity described in 8.2(a)
8.3 The Customer warrants and represents that it’s decision to make a Contribution was:
(a) not made inside a Restricted
(b) not communicated to Cube from a source within a Restricted Jurisdiction.
8.4 The Customer’s Contributions
are made on its own account as principal.
8.5 Due to the CubeCoin Tokens being offered on the Internet and the Ethereum
Blockchain, Cube and the Customer acknowledge and agree that there is a possibility of CubeCoin Tokens coming into the possession
of persons or legal entities located in a Restricted Jurisdiction. Cube explicitly prohibits such persons or legal entities
from using CubeCoin Tokens and, to the maximum extent permitted by law, Cube shall not be liable to the such persons or legal
entities for any loss or damage it suffers as a result of such use.
- * IMPORTANT
Cube Intelligence wholeheartedly aims to comply with the ICO regulations of all regions and districts (both countries, and
All contributors must participate in Cube’s ICO in compliance with the laws and regulations of their country of
By agreeing to the Terms and Conditions, contributors understand the laws and regulations of their country of
residence, and Cube Intelligence assumes no liability whatsoever in the event of any future problems/issues that may arise.
Although Cube Intelligence has conducted a thorough KYC process, there are many areas where it is not easily possible to
distinguish the laws and local regulations by which the citizen/resident/Cube contributor may reside.
Please read the following
* Below we have listed the countries where the properties of the Cube tokens are found to be incompatible with
the local regulations in relation to the ICO.
The People’s Republic of China
ICO’s are currently prohibited, and Cube Intelligence
respects the regulations of the People's Republic of China.
Anyone affected by the laws and regulations of the People’s Republic
of China cannot participate in Cube’s ICO. If there are any USERS who have contributed already, he/she will be eligible for
a forced refund.
Anyone affected by the laws of the People's Republic of China must not accept the T&Cs, and accepting the
T&Cs shall be interpreted as not violating the laws of the People's Republic of China.
In the event of accepting the T&Cs,
all legal liabilities and damages arising from the failure to comply with the regulations of the People’s Republic of China
are solely the responsibility of the contributor, and Cube Intelligence has no responsibility whatsoever.
The United States
of America Cube Intelligence respects the policies of the United States of America, and therefore it has been decided to
ban anyone who is in conflict with the laws of the United States of America.
Those who apply to the laws of the United States
cannot participate in CUBE's ICO.
Anyone affected by the laws of the United States of America must not accept this T&C’s,
and accepting this T&C’s shall be interpreted as not violating the laws of the United States of America.
In the event of
acceptance of the T&C’s, all legal liabilities and damages arising from the failure to comply with the terms are the responsibility
of the contributor and Cube Intelligence will carry no responsibility.
* I am a person who is not affected by the ICO-related
laws and regulations of the People's Republic of China.
* I am not a resident of the United States, and I am a person who
is not affected by the ICO-related laws and regulations.
- 9. CUBECOIN TOKENS
9.1 The Smart Contract address will be broadcasted by Cube on the channels shown at clause 4.5.
9.2 CubeCoin Tokens carry
no rights, express or implied, other than those set out in these Terms.
9.3 Cube shall use reasonable endeavours to enable
CubeCoin Tokens to be exchanged on Cryptotoken Exchanges, however, Cube gives no warranties, representations, guarantees
or equivalent (whether express or implied) that CubeCoin Tokens will be exchangeable on Cryptotoken Exchanges.
- 10. CUBECOIN TOKEN OFFERING
10.1 In relation to this ICO, Cube will Distribute 1,100 CubeCoin Tokens to Customer in relation to each 1 Ether Contributed,
on a pro-rata basis.
10.2 There will be seventy two million (72,000,000) CubeCoin Tokens in total, of which:
point eight three percent (49.83%) will be made available during the reservation-sale period, pre-sale and Public Sale;
twenty-six point three percent (26.3%) will be allocated to the Cube team;
(c) ten point one seven percent (10.17%) has been
and will be used and distributed by Cube in relation to the administration of the ICO and the promotion of the MainNet Platform;
(d) thirteen point seven percent (13.7%) will be retained by Cube in this ICO.
10.3 Transfers from the Customer of Ether
to the Smart Contract during a Public Sale (“Contributions”) will after the Public Sale is Closed result in Cube Transferring
(in accordance with clauses 11.4 and 11.5) the requisite number of CubeCoin Tokens to the Customer Wallet (calculated in
accordance with clauses, 11.6, 11.7 and 11.8) (and each such transfer shall be a “Distribution”).
10.4 Distributions shall
be made to the Customer Wallet and Customer warrants that they control the Private Key to the Customer Wallet.
10.5 The method
described at clause 10.3 is the only valid way of receiving a Distribution. It is possible that tokens created by third parties
with the same or similar name may become available. Due to the decentralised nature of a Blockchain it is not possible to
prevent the creation of such tokens and, subject to clauses 18.1 and 18.2, Cube shall not be liable for any loss or damage
caused to the Customer as a result of the existence of such third party tokens.
10.6 CubeCoin Token Bonuses vary according
to when a Contribution is made:
(a) during the reservation-sale period Contributors will receive an additional seventy percent
(70%) of CubeCoin Tokens as part of their Distribution;
(b) during the pre-sale Contributors will receive an additional fifty
percent (50%) of CubeCoin Tokens as part of their Distribution; and
(c) during the Public Sale Contributors will receive
an additional ten percent (10%) of CubeCoin Tokens as part of their Distribution
- 11. PUBLIC SALE
11.1 The Public Sale will open on 12 February 2018 (“Public Sale Open Date”) and Close either when (a) the hard cap (contemplated nine million, seven hundred and forty-nine thousand three hundred (9,749,300) CubeCoin Tokens) is reached; or (b) on 15 March 2018 (“Public Sale Close Date”).
11.2 Cube may in its sole discretion pause, delay or terminate the Public Sale where Cube:
(a) has detected a security, network performance issue or attack on CubeCoin Tokens, the ICO Platform, the Website or the Ethereum Blockchain;
(b) is subject to an event listed in clause 28;
(c) a change in law or regulation means that the MainNet Platform, or the Public Sale becomes inviable or unfeasible for Cube to operate or administer; or
(d) reasonably believes that it is necessary in order to prevent loss or damage to Cube or the Customer.
11.3 If Cube exercises its rights under clause 11.2 it may in its sole discretion:
(a) postpone the Public Sale Open Date and Public Sale Close Date (as applicable); or
(b) Distribute CubeCoin Tokens based only on the Contributions received, not permit any further Contributions and declare the Public Sale Closed.
11.4 After the Public Sale Close Date any CubeCoin Tokens that formed part of the Public Sale and that do not form part of a Distribution will be destroyed.
- 12. USE OF CONTRIBUTIONS
12.1 Cube intends to use Contributions as follows:
(a) sixty percent (60%) for core development;
(b) ten percent (10%) for marketing;
(c) ten percent (10%) for operational costs
(d) ten percent (10%) for security and audit costs
(e) five percent (5) for sales costs; and
(f) five percent (5%) for legal costs.
12.2 The Customer acknowledges and agrees that the percentages at clause 12.1 are only estimates and Cube may change how the Contributions are used in its sole discretion
- 13. REFUNDS
13.1 If the Customer is a consumer it may request that Cube refund its Contribution provided that:
(a) the request is made within fourteen (14) days of the date such Contribution was made; and
(b) such Contribution has not yet resulted in a Distribution,
in these circumstances Cube will Transfer to the Wallet that was used to make the original Contribution, the amount of Cryptotoken Units of the original Contribution in the Cryptotoken that was used to make the initial Contribution. Such transfer will be made within 30 days of the Customer’s initial request.
13.2 The Customer acknowledges and agrees that once it receives a Distribution Cube has fully performed the services, the Contribution that led to that Distribution is no longer refundable and the Customer can no longer exercise its right contained in clause 13.1.
13.3 The Customer acknowledges and agrees that if it exercises its right contained in clause 13.1 then it will no longer be eligible for a Distribution in respect of the Contribution that has been refunded.
- 14. CUSTOMER OBLIGATIONS
14.1 The Customer is responsible for the accuracy of all information (including Customer Wallet details) it submits to Cube and the Customer shall ensure that all such information is up to date at all times.
14.2 The Customer represents and warrants at the date the Customer creates their account, the date(s) the Customer makes a Contribution; and the date(s) the Customer receives a Distribution that:
(a) it is of legal age to form a binding contract (at least 18 years old in most jurisdictions);
(b) all information it provides is true, complete, valid and not misleading;
(c) that it shall not use the Website, ICO Platform or CubeCoin Tokens in any way which:
(i) is harmful, unlawful or illegal;
(ii) may give rise to civil or criminal liability for Cube or any of its Personnel;
(iii) in Cube’s sole discretion may bring Cube or any of its Personnel into disrepute;
(iv) is on behalf of a third party; or
(v) is not expressly authorised by these Terms;
(d) it obtained and was given sufficient information about the CubeCoin Tokens to make an informed decision to enter into these Terms and has taken advice (commercial, technical, legal or otherwise) in connection with its acquisition or control of CubeCoin Tokens;
(e) it understands and acknowledges that CubeCoin Tokens confer only the right to use and access the MainNet Platform, as set out in clause 6.2, and confer no other rights of any form with respect to the MainNet Platform or Cube;
(f) it is acquiring or gaining control over CubeCoin Tokens to access the MainNet Platform and that it is not acquiring CubeCoin Tokens for any other use or purpose, including, but not limited to, any investment, speculative or other financial purposes;
(g) it understands and acknowledges that Project carries significant execution, financial, regulatory and reputational risks and that the Project may never be completed;
(h) it shall have no right against Cube or any other party to request or require a refund of the Contributions, other than set out in these Terms;
(i) it shall be solely liable for any costs or expenses, including but not limited to taxation, which arises as a result of a Contribution, Distribution or the control of or sale of CubeCoin Tokens;
(j) Distribution to it complies with all laws and regulation applicable to it or the jurisdiction it is located in, or has its habitual residence or registered office in, including, but not limited to:
(i) having legal capacity and any other threshold requirements in its jurisdiction for acquiring or taking control of CubeCoin Tokens and entering into contracts with Cube;
(ii) any foreign exchange or regulatory restrictions applicable to this contract; and
(iii) any governmental or other consents that may need to be obtained.
14.3 In the event that any of the warranties and representations in clause 14.2 are incomplete, misleading or untrue, Cube reserves the right to declare null and void any or all Distributions to the Customer and as a result all CubeCoin Tokens Distributed to the Customer shall be revoked, cancelled (burned), or returned to Cube (at Cube’s election) without further notice. As a result, the Customer shall no longer be the controller or owner of such CubeCoin Tokens and shall have no right to access or use the ICO Platform, or Website.
14.4 The Customer agrees to be financially responsible for all of its use of the ICO Platform and Website (including any unauthorised use of its Account or the ICO Platform as described in this clause 14 or clause 20, which is strictly prohibited).
14.5 The Customer agrees to fully reimburse and compensate Cube on demand from and against any and all damages, liability and costs (including reasonable legal fees) incurred by Cube in connection with any claim arising out of:
(a) any fraud or fraudulent misrepresentation the Customer commits;
(b) any inaccuracy or defect in any of the information the Customer provides to Cube;
(c) any breach of applicable law or regulation by the Customer;
(d) any failure to comply with guidelines or reasonable instructions issued by Cube from time to time in respect of the Customer’s use of the ICO Platform, Website or CubeCoin Tokens;
(e) any use of the Customer’s Account by a third party;
(f) any breach by the Customer of these Terms; and
(g) third party claims arising from the Customer’s use of the ICO Platform or CubeCoin Tokens.
14.6 The Customer shall cooperate with Cube in the defence of any claim Cube receives in relation to the Customer’s use of the ICO Platform, Website or CubeCoin Tokens.
- 15. INTELLECTUAL PROPERTY RIGHTS
15.1 The Customer acknowledges that all right, title and interest in the ICO Platform, MainNet Platform all Software provided or used by Cube under these Terms including all Intellectual Property Rights, belong to and are retained solely by Cube or its third-party suppliers. These Terms do not provide the Customer with title or ownership of any Intellectual Property Rights or other rights other than the rights specified in these Terms.
15.2 If the Customer suggests any new features or functionality for the Software, ICO Platform, MainNet Platform or CubeCoin Token that Cube subsequently incorporates, such new features or functionality shall be the sole and exclusive property of Cube and shall be free from any confidentiality restrictions that might otherwise be imposed upon Cube pursuant to these Terms.
- 16. DISCLAIMERS
16.1 Cube shall provide the Smart Contract, CubeCoin Tokens and the ICO Platform using reasonable care and skill. However, the Customer acknowledges that Software, the internet and other technology (included but not limited to Blockchain technology) upon which Cube relies is never completely error free and technical disruptions and human error may interfere with the use of (or cause a loss of) CubeCoin Tokens.
16.2 Cube shall use reasonable efforts to release an operational version of the MainNet Platform, however, Cube makes no warranties, representations or guarantees (whether express or implied) that the MainNet Platform will be released or operational at any point in time. The Smart Contract, CubeCoin Tokens, the ICO Platform and the MainNet Platform are provided on an “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT.
16.3 The Customer acknowledges and agrees that the Whitepaper is only a guidance document and Cube makes no warranties, representations or guarantees (whether express or implied) as to:
(a) the contents of the Whitepaper (which may be updated from time to time); or
(b) whether or not the MainNet Platform or CubeCoin Tokens will conform with descriptions provided in the Whitepaper.
(c) I confirm that only the current whitepaper is effective and that the whitepaper of the previous version has no effect.
16.4 Cube is not in a position, nor shall these Terms be construed as requiring or obliging Cube, to keep the controllers of CubeCoin Tokens up to date with all information on the development of the MainNet Platform or the progress Cube is making.
16.5 The Project, including the development of the MainNet Platform, has been designed to meet a perceived need in the market. It is possible that Cube, the ICO Platform, MainNet Platform and/or CubeCoin Tokens will not be used by a large enough number of individuals, businesses or other organisations and that there will be limited public interest in the creation and development of its functionalities to make the development or maintenance of the Project or MainNet Platform commercially viable. It is also possible that a change in law or regulation means that Cube, the ICO Platform, MainNet Platform and/or CubeCoin Tokens become unviable or unfeasible to proceed with as anticipated. Such lack of interest or change in law or regulation could impact the funding and development of the Project, the MainNet Platform and consequently the usability of CubeCoin Tokens.
16.6 Cube gives no representations, warranties, guarantees or equivalent (whether express or implied) that CubeCoin Tokens are not considered a security in certain jurisdictions and the Customer acknowledges that Blockchain technology and networks, Cryptotokens and CubeCoin Tokens could be impacted by regulatory inquiries or actions, including but not limited to restrictions on the use or possession of Cryptotokens. The Customer undertakes not to use CubeCoin Tokens in a jurisdiction where their use is illegal and shall bear its own legal or financial consequences if CubeCoin Tokens are deemed by a competent authority to be a security, classified as illegal in a certain jurisdiction or regulatory action impedes or limits their existence, permissibility of use and possession and value in any jurisdiction.
16.7 CubeCoin Tokens are currently issued on the Ethereum Blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause CubeCoin Tokens to malfunction or function in an unexpected or unintended manner. Ether may itself lose value and hence impact the value of CubeCoin Tokens and other unforeseeable changes in Ethereum, whether intended or not, may likewise impact the value and usability of CubeCoin Tokens.
16.8 If CubeCoin Tokens become exchangeable on Cryptotoken Exchanges, in accordance with clause 9.3 no guarantees are given in relation to the capacity or volume of such Cryptotoken Exchanges and the Customer acknowledges that there may be a limited market for CubeCoin Tokens resulting in the Customer being unable to exchange CubeCoin Tokens for either other Cryptotokens or fiat currency.
- 17. FINANCIAL REGULATIO
17.1 CubeCoin Tokens and the ICO Platform are unregulated. Cube is not a financial institution and is currently not under supervision of any financial supervisory authority. Cube does not provide any licensed financial services and the Project is not a public offering of equity or debt.
17.2 These Terms do not constitute an offer or solicitation to buy or sell shares or securities in any jurisdiction.
17.3 None of the information or analyses presented is, nor is intended to be, the basis for any investment decision, and no specific recommendations are made or intended. CubeCoin Tokens or Cube services offered on the ICO Platform or MainNet Platform are not, do not offer, and shall not be construed as investments or financial products of any kind.
- 18. LIMITATION OF LIABILITY
18.1 Nothing in these Terms shall limit or exclude liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
18.2 If the Customer is a consumer, nothing in these Terms shall limit to less than the amount of the Customer’s Contribution(s) (where each Contribution is measured in British pounds sterling market equivalent value as of the time and date of its Transfer to the Smart Contract (at a rate determined in Cube’s sole discretion)) Cube’s liability to the Customer for Cube’s failure to perform the services under these Terms with reasonable skill and care.
18.3 Subject to clauses 18.1, Cube and the Customer shall not be liable for any:
(a) indirect, special or consequential loss or incidental loss;
(b) loss of profit;
(c) loss of business or business opportunity;
(d) loss of revenue;
(e) loss of anticipated savings;
(f) wasted expenditure;
(g) loss of goodwill;
(h) loss or corruption of data;
(i) loss caused as a result of the Customer’s negligence, lack of understanding of Cryptotokens, Blockchain technology or networks, Transfers or Wallets or failure to follow any reasonable instructions issued by Cube;
(j) loss caused as a result of the loss, theft or destruction of the Customer’s Private Key(s);
(k) loss caused by advances in technology or cryptography (including but not limited to development of quantum computers) that effects the security of Cryptotokens;
(l) loss caused by mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks;
(m) loss caused by a change in the exchange rate or value of any Cryptotoken (including as a result of the acts or omissions of Cube);
(n) loss caused by any legal, regulatory or technical changes in any part of the world relating to Cryptotokens or Blockchain technology;
(o) loss caused by a technical vulnerability in any Cryptotokens or Blockchain technology;
(p) loss caused by a Cryptotoken community decision to change the operating model or technical features of a Cryptotoken (whether or not this results in a ‘fork’);
(q) loss caused by an unforeseeable event set out in clause 28;
(r) loss caused by the Customer or any third party;
(s) loss caused by a security breach as detailed in clause 20.3;
(t) loss caused by the Customer’s chosen method of storing and moving Cryptotoken (including but not limited to the security systems the Customer Wallet has in place); and
(u) loss caused by the acts of omissions of a bank or banking services provider to Cube,
(even if advised of the possibility of such loss or damage) arising under or in connection with these Terms whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.
Subject to clause 18.1 and 18.2, the total aggregate liability for Cube or the Customer arising under or in connection with these Terms in any twelve (12) month period, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to the total amount of the Customer’s Contribution(s) (where each such Contribution is measured in British pounds sterling market equivalent value as of the time and date of its Transfer to the Smart Contract (determined in Cube’s sole discretion)) Transferred by the Customer to Cube in the twelve (12) months immediately prior to the event giving rise to the first claim in the relevant twelve (12) month period.
- 19. ACKNOWLEDGMENT OF CONSUMER PROTECTION LAW
Please note that in some jurisdictions consumer protection laws may not allow certain disclaimers or exclusions or limitations of liability and consequently some of the disclaimers, exclusions and limitations of liability in these Terms may not apply.
- 20. SECURITY
20.1 The Customer shall implement and maintain reasonable and appropriate measures designed to secure access to:
(a) its Account;
(b) any device associated with the email address associated with its Account; and
(c) Private Keys (howsoever stored) required to access any relevant Wallet relating to their Contribution or Distribution.
20.2 The Customer shall not access their Account using any service or technology that hides or disguises the actual internet connection of the Customer (including but not limited to proxies and virtual private networks).
20.3 The Customer’s Account is personal to the Customer and the Customer shall not share their Account with anyone. If the Customer suspects or becomes aware of any unauthorised use of its Account or any security breach it shall immediately inform Cube by sending an email to the address set out in clause 1.2. Cube shall take such actions and measures as may be (in Cube’s sole discretion) possible and reasonably necessary to attempt to secure the Customer’s account, the Website, the ICO Platform, CubeCoin Tokens and systems as a whole.
- 21. PERSONAL INFORMATION
- 22. DELAY IN ENFORCING RIGHTS
If Cube does not insist immediately that the Customer does something it is required to do under these Terms, or if Cube delays in taking steps against the Customer in respect of it breaking these Terms, this will not mean that the Customer will not have to do those things and it will not prevent Cube from taking steps against the Customer at a later date.
- 23. WHAT HAPPENS IF A COURT FINDS THESE TERMS TO BE ILLEGAL
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 23 shall not affect the validity and enforceability of the rest of these Terms.
- 24. TRANSFERRING THESE TERMS
Cube may transfer its rights and obligations under these Terms to another organisation. Cube will always inform the Customer in writing if this happens and will ensure that the transfer will not affect the Customer’s rights under these Terms. The Customer may only transfer its rights or obligations under these Terms (other than a CubeCoin Token itself) to another person if Cube agrees to this in writing in advance of such a transfer.
- 25. NO OTHER PARTY OTHER THAN CUBE AND THE CUSTOMER HAVE RIGHTS UNDER THESE TERMS
These Terms are between Cube and the Customer. No other person shall have any rights to enforce any of the terms. Neither Cube nor the Customer will need to get the agreement of any third party in order to make any changes to these Terms.
- 26. CONFIDENTIALITY
The Customer and Cube shall each protect each other’s Confidential Information against any unauthorised disclosure, not make use of any such Confidential Information for any purpose other than in connection with these Terms and shall notify the each other if it becomes aware of any such unauthorised disclosure.
- 27. NOTICES
27.1 All notices, invoices, requests, demands or communications required or permitted by these Terms shall be in writing and delivered personally, by electronic mail or post to Cube using the details at clause 1 and to the Customer using such details as agreed in writing by Cube and the Customer. All notices, requests, demands or communications shall be deemed received upon receipt for personal delivery, or on the Business Day following the date of sending if sent using electronic mail or post.
27.2 This clause 27 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- 28. UNFORESEEABLE EVENTS
Neither Cube or the Customer will be liable to the other for any delay or non-performance of its obligations under these
Terms arising from any cause or causes beyond its reasonable control including, without limitation, any of the following:
act of God, governmental act, hacking, war, fire, flood, failure of a Cryptotoken, a change in law or regulation which means
that the MainNet Platform, or Public Sale, becomes inviable or unfeasible for Cube to operate or administer, accident,
strikes, lock-outs or other industrial action, breakdown of plant or machinery, explosion or civil commotion.
- 29. NO PARTNERSHIP OR AGENCY
29.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between Cube
and the Customer, constitute any Cube or the Customer as agent of any other person, or authorise Cube or the Customer to
make or enter into any commitments for or on behalf of any other person.
29.2 Cube and the Customer confirm they are acting
on their own behalf and not for the benefit of any other person.
- 30. DISPUTES AND COMPLAINTS
30.1 These Terms shall be governed by and construed in accordance with the laws of England. Any dispute, controversy or claim arising out of or in relation to the Terms shall be dealt with exclusively by the courts of England.
30.2 If the Customer has a complaint or query about these Terms, the Smart Contract, the ICO Platform and/or CubeCoin Tokens, the Customer should contact Cube using the details shown at clause 1.