Terms & conditions

NeuCoin Token Presale Terms
Dated as of April 28th, 2015

THIS DOCUMENT PERTAINS TO THE PURCHASE OF CRYPTOGRAPHIC TOKENS FOR USE AS CREDITS ON A DECENTRALIZED BLOCKCHAIN SOFTWARE APPLICATION THAT IS CURRENTLY BEING DEVELOPED.

THIS DOCUMENT IS NOT A SOLICITATION FOR INVESTMENT AND DOES NOT PERTAIN IN ANY WAY TO AN OFFERING OF SECURITIES IN ANY JURISDICTION. PURCHASE OF NEUCOIN TOKENS DOES NOT ENTITLE THE PURCHASER TO ANY INTEREST IN ANY PROFITS OR REVENUE IN ANY BUSINESS VENTURE OR COMPANY.

These Terms and Conditions

The following Terms and Conditions ( "Terms") govern the relationship between NEU Development Ltd ("Company" or "we") and the individuals and entities ("Purchasers" collectively, and "Purchaser" or "you" individually) purchasing, in total, up to 100,000,000 cryptographic tokens ("NeuCoin Tokens" or "NeuCoins") from the Company, at the presale event ("Presale"), during the Presale Period (as defined below).

The NeuCoin Tokens are intended to be usable for the purchase of content and services using an open source, decentralized blockchain software application (the “NeuCoin Application”). The NeuCoin Tokens and the NeuCoin Application together comprise the “NeuCoin System.”

The decentralized NeuCoin System will be supported by the NeuCoin Code Foundation ("Code Foundation"), the NeuCoin Utility Foundation (“Utility Foundation”) and the NeuCoin Growth Foundation ("Growth Foundation"), all based in the Isle of Man, together referred to as the "NeuCoin Foundations." The NeuCoin Foundations’ main objectives are to make the NeuCoin System secure and decentralized in the long-term; to make the NeuCoin System as useful as possible, with an emphasis on enabling and promoting efficient online transactions with values of $.001 to $1 ("Microtransactions"); and to achieve wide distribution of the NeuCoin Tokens, primarily by giving limited numbers of NeuCoin Tokens for free to consumers so that they can try using them for Microtransactions, respectively.

The Company, which is solely responsible for conducting the Presale, will use the proceeds of the Presale to acquire NeuCoin Tokens from the NeuCoin Foundations immediately after the the NeuCoin Tokens are initially created and the NeuCoin System is made publicly available (the “Public Release”), expected to occur in the summer of 2015. The Company is not authorized to use the proceeds of the Presale for any other purpose. All the BTC raised in the presale will be kept in a publicly visible multisig Bitcoin address which will be published on www.neucoin.org. Private keys will be held by several members of the NeuCoin Project Team along with a representative of the Company so that the Company will not be able to transfer funds from the multisig address without the consent of the NeuCoin Project Team members. Immediately after acquiring NeuCoin Tokens from the NeuCoin Foundations, Company will distribute them to the Purchasers. If the Public Release of the NeuCoin System has not occurred by September 30, 2015 (the “Release Deadline”), the Company will refund all Purchasers their entire purchase amounts as described below. The Company will be liquidated shortly after either distributing NeuCoin Tokens or refunds to all Purchasers.

Submission of a Purchaser’s request to participate in the Presale shall be made by checking the box next to the mention “I have read and accepted the terms and conditions”, on Step 1 of the Presale process at www.neucoin.org, accepting these Terms.

By checking the box next to the mention “I have read and accepted the terms and conditions” or by purchasing NeuCoin Tokens in the Presale, you expressly acknowledge and represent that: you have carefully reviewed these Terms, fully understand the risks, costs, and benefits of purchasing NeuCoin Tokens and agree to be bound by these Terms; you are authorized to purchase NeuCoin Tokens in your relevant jurisdiction; you are of a legal age to be bound by these Terms but in any event not less than eighteen (18) years old, or you have received permission from a legal guardian who has reviewed and agreed to these Terms and all other instructions relating to the Presale; you are buying NeuCoin Tokens in order to (a) use them on the NeuCoin System, (b) offer them to your customers or affiliates for use on the NeuCoin System, or (c) to support the development, testing, deployment, and operation of the NeuCoin System, and not for the purpose of speculative investment; you have an understanding of the usage and intricacies of cryptographic tokens and blockchain-based software systems and take sole responsibility for any restrictions and risks associated with the purchase, sale, possession and use of NeuCoin Tokens, including without limitation those set forth below; and to the extent permitted by law, you will not hold Company, its affiliates, the Utility Foundation, the Code Foundation, the Growth Foundation, the NeuCoin Project Team, including its founders and other team members, or the officers, directors, agents, joint ventures, employees and suppliers of Company, of the Utility Foundation, of the Code Foundation, and of the Growth Foundation or their parent, affiliates, or subsidiaries, now or in the future, or any other member of the group of developers and other personnel that is now, or will be, employed by, or contracted with, the Company, the Code Foundation, the Growth Foundation, the Utility Foundation, or their affiliates (all of the foregoing collectively the “NeuCoin Parties”), liable for any losses or for any indirect, special, incidental, or consequential damages arising out of, or in any way connected to, your purchase of NeuCoin Tokens.

The truthfulness and accuracy of Purchaser’s representations and warranties shall be a condition of Purchaser making a valid request to participate in the Pre-sale.

The NeuCoin System

The NeuCoin System currently being developed is an open-source, decentralized software solution using blockchain architecture. The NeuCoin System is a second-generation fork of Peercoin, which itself is a fork of Bitcoin.

The NeuCoin Microtransaction Platforms

After the Public Release of the NeuCoin System, the NeuCoin Foundations will endeavour to develop microtransaction platforms for tipping and paid premium content and services (the “NeuCoin Microtransaction Platforms”). This involves two main strategies:

Partnering with premium content and service providers, initially in the online music, video and games markets, whereby the providers will accept NeuCoin Tokens from consumers in exchange for access to premium content and services.
Distributing small amounts of NeuCoin Tokens for free to consumers for them to exchange for premium content and services.

The NeuCoin Microtransaction Platforms are expected to launch with initial premium content and service providers during 2015. While the Foundations will make commercially reasonable efforts to successfully complete the development of the NeuCoin Microtransaction Platforms, the NeuCoins Foundations do not make any representations or warranties concerning the NeuCoin Microtransaction Platforms including without limitation that the NeuCoin Microtransaction Platforms will be successfully developed and accepted in the market, whether within the foregoing timeframe or at all, and to the fullest extent permitted by applicable law, Company disclaims any warranties of any kind regarding the NeuCoin Microtransaction Platforms.

The NeuCoin Tokens

The NeuCoin Tokens are cryptographic tokens intended to be usable on the NeuCoin System after the Public Release. Users wishing to purchase or gain access to content and services on the NeuCoin Microtransaction Platforms will be able to exchange NeuCoin Tokens for premium content and services. Users will also be able to securely transfer NeuCoin Tokens to each other for any purpose through the NeuCoin System.

The NeuCoin Tokens will be created through three processes: (1) a pre-mining process that will initially create 3,000,000,000 NeuCoin Tokens (the "Pre-mined NeuCoin Tokens") upon the Public Release of the NeuCoin System; (2) the ongoing proof-of-stake mining process through which the Pre-mined NeuCoin Tokens will grow in number as the owners of NeuCoin Tokens stake them and receive mining rewards over time; (3) Proof-of-work mining, which will create 5,000,000 NeuCoin Tokens per month in the first year following the Public Release.

The chart below depicts the proof-of-stake reward rates of NeuCoin Tokens for the ten years following the Public Release. It is difficult to estimate the actual number of NeuCoin Tokens that will come into existence over time because the number depends on the percentage of existing NeuCoins that are used to perform proof-of-stake mining over time. However, for the sake of illustration, if one assumes that 100% of all existing NeuCoins are used to perform proof-of-stake mining at the time of the Public Release, and that the percentage of existing NeuCoins used to perform proof-of-stake mining declines linearly over time so that by the end of year 10, exactly 50% of all NeuCoins will be used for mining, then at year 10 there will exist approximately 100 billion NeuCoins. Furthermore, if one then assumes that 50% of all existing NeuCoins continue to be used for mining indefinitely after year 10 (during which time the mining reward rate stays constant at 6%), then the supply of NeuCoin Tokens would increase by 3% per year thereafter.

The 100 million unrestricted NeuCoin Tokens offered for sale in the Presale represent 3.33% of the 3 billion Pre-mined NeuCoin Tokens. The remaining 2.9 billion Pre-mined NeuCoin Tokens will be allocated as follows:

(i) 100,000,000 restricted NeuCoin Tokens sold to initial seed investors

(ii) 200,000,000 restricted NeuCoin Tokens sold to strategic angel investors prior to the Presale

(iii) 200,000,000 restricted NeuCoin tokens retained by the NeuCoin Project Team to compensate its members for work performed prior to launch

(iv) 400,000,000 NeuCoin tokens held by the Code Foundation.

(v) 1,000,000,000 NeuCoin tokens held by the Growth Foundation.

(vi) 1,000,000,000 NeuCoin tokens held by the Utility Foundation.

All NeuCoins held by the NeuCoin Project Team, seed and angel investors are subject to re-sale provisions for five years, so that holders may only sell 2% of their holdings per month in the first year, 3% per month in year two, 4% per month in the year three, 5% per month in year four and 6% per month in year 5. The re-sale restrictions apply as well to the proof-of-stake rewards earned on restricted NeuCoins. By way of illustration, if an angel investor owned 10,000 restricted NeuCoins at the beginning of a month during year one, and the proof-of-stake reward rate was 8% per month, then at the end of the month the angel would have earned 800 NeuCoins from proof-of-stake mining, bringing his total NeuCoins to 10,800; furthermore 216 of his NeuCoins would become unrestricted at the end of the month. Assuming the proof-of-stake reward rate dropped to 7.8% in the following month, his restricted coins would grow from 10,584 to 11,410 by the end of the month, at which time another 228 NeuCoins would become unrestricted.

For the avoidance of doubt, all NeuCoin Tokens purchased in the Presale will be free of any sale-restrictions.

The Presale

Purchase Price:

Subject to the terms and conditions set forth in these Terms, Company is offering to sell to Purchasers up to 100,000,000 NeuCoin Tokens according to the following price schedule: 25,000 NeuCoin per BTC for the first 24-hour period beginning at 6pm GMT, April 28, 2015; thereafter, the price is scheduled to increase at a rate of 1% per day for the duration of the Presale. As such, the Presale price is scheduled to be 24,752 NeuCoin per BTC in the second day of the Presale, 24,507 NeuCoin per BTC in the third day of the Presale, etc. Company reserves the right to stop increasing the Purchase Price at any time during the period of the Presale, but may not decrease the Purchase Price during the Presale.

Presale Period:

The Presale Period will begin on April 28th at 6pm GMT and will end on the earlier of:

(i) 60 days after the launch of the Presale;

(ii) when 100,000,000 NeuCoin Tokens are sold.

Company reserves the right to change the starting date of the Presale, to extend or shorten its planned duration, or to pause it for any length of time. However, in no event can the Presale continue after the Release Deadline.

Any tokens not pre-sold during the Presale Period will be retained by the NeuCoin Foundations.

Where and How Presale Purchases Are Completed:

After accepting these Terms, you will be prompted to register for the Presale with an email and password. After registering, you will be given a unique Bitcoin address to be used for a single transaction. After you send Bitcoin to the Bitcoin address provided to you and after Company receives six confirmations that the transaction is valid, you will receive a confirmation email at the email address with which you registered.

Only send BTC to the unique BTC address provided to you one single time. If you wish to make a second purchase, you will be able to easily sign in again using the same email and password to generate a new unique BTC address and initiate a second purchase. Also, note that the amount of Bitcoin you actually send to this address determines the size of your purchase. The amount of BTC you enter on the screen to calculate how many NeuCoins you will receive is for informational purposes only.

Purchaser shall transmit his purchase price in Bitcoins to the Bitcoin address provided at www.neucoin.org. No website other than www.neucoin.org is authorized to provide a Presale address to collect or accept any payment under the Presale. Beware of attempted spoofing or phishing attempts which may occur during the duration of the Presale. Failure to follow the instructions provided on the Presale page at www.neucoin.org may delay or prevent acceptance of Purchaser’s purchase request and Purchaser’s receipt of NeuCoin Tokens.

Limitations on Purchase Size and Purchasers:

In the interest of encouraging broad participation in the Presale, Company reserves the right to limit the amount of NeuCoin tokens a given entity or individual can purchase. For the first 50% of NeuCoins offered in the presale (50 million coins), purchases are limited to no more than 5 million NeuCoin tokens per registered buyer. After the first 50 million tokens have been sold, the purchase cap will be lowered to 1 million NeuCoins per registered buyer. In addition, the minimum purchase size is 0.1 BTC. Company reserves the right to remove these caps and this floor or change them at any time.

Company reserves the right to accept or decline any potential purchaser's request to purchase NeuCoin Tokens; such decision by Company shall be within its sole discretion and deemed to have occurred at the designated location of Company rather than the location of the Purchaser.

Disclosure of Purchases:

Company will make all purchases publicly visible and verifiable on the Bitcoin blockchain at the following multi-signature address: 3MrNuksZ1VePU3dGiSQFiouWerJUJgDkfH

Refund if Public Release Does Not Occur by the Release Deadline

All purchases of NeuCoin Tokens are final and non-refundable except in the case that the Public Release of the NeuCoin System does not happen by the Release Deadline. In the event the Public Release fails to occur by the Release Deadline, Company will refund all purchase amounts to Presale Purchasers in the form of Bitcoin. Refunds will be sent to the Bitcoin address chosen by each Purchaser.

Refund in Case of Over-Subscription

In the event that a Purchaser transfers Bitcoin after all the 100 million NeuCoin Tokens have been sold, or after the 60 day period has ended, the Bitcoin will be returned to the Bitcoin address chosen by each Purchaser.

No Other Refunds

Purchaser acknowledges that none of the NeuCoin Parties are required to provide a refund other than due to the Public Release not occurring by the Release Deadline, or in the event a Purchaser transfers Bitcoin after the Presale has ended.

Important Warnings

WARNING: THE PRESALE AND THIS DOCUMENT ARE NOT SOLICITATIONS FOR INVESTMENT AND DO NOT PERTAIN IN ANY WAY TO AN OFFERING OF SECURITIES IN ANY JURISDICTION. NEUCOIN TOKENS ARE CRYPTOGRAPHIC TOKENS INTENDED TO BE USEABLE AS A CREDIT FOR PURCHASE OF SERVICES ON THE NEUCOIN SYSTEM. NEUCOIN TOKENS ARE NOT A SECURITY OR AN INVESTMENT OFFERING, THEY DO NOT PROVIDE SHARES, OR AN INTEREST IN PROFITS OR REVENUE, THERE ARE NO GUARANTEES OF THEIR FUTURE USE OR VALUE.

By purchasing NeuCoin Tokens, you expressly acknowledge and represent that you are purchasing NeuCoin Tokens for use on the NeuCoin Sytem and/or in support of the NeuCoin Foundations' initiative to develop the NeuCoin System and Microtransaction Platforms, and not as an investment, and fully understand that there is no guarantee of the future value or utility of NeuCoin Tokens, and that you will not seek to hold Company or any of the NeuCoin Parties liable for any losses or any direct, indirect, special, incidental, or consequential damages arising from, or in any way connected to the purchase of NeuCoin Tokens.

WARNING: NEUCOIN TOKENS REQUIRE EXPERIENCE IN CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS

The platforms by which Users can transmit NeuCoin Tokens and Bitcoins are built on top of Blockchain technology. Therefore, Purchasers should be experienced in the usage and intricacies of cryptographic tokens, and blockchain-based software systems, including without limitation storage and transmission mechanisms for cryptographic tokens. Neither Company nor the NeuCoin Parties will be responsible for any loss of NeuCoin Tokens resulting from any action or inaction by a Purchaser or any third party. Purchasers must ensure they are using a secure computing environment and must not lose any password for online or offline NeuCoin wallets or storage devices so as to be sure that they will be able to access their NeuCoin Tokens once they are transferred to their control.

Company’s Right to Disclose Information

Company reserves the right at all times to disclose any information relating to Purchasers as necessary to satisfy any law, regulation or governmental request, or to refuse to sell NeuCoin Token to any potential purchaser if Company believes that such potential purchaser does not comply with the requirements from a purchaser under these Terms or is in breach of these Terms or applicable law, or for any other reason, all without notice or liability.

Taxation of NeuCoin Tokens and Taxation Related to the Presale

Company makes no representations concerning the tax implications of the purchase or sale of NeuCoin Tokens or the possession or use of NeuCoin Tokens. Purchaser bears sole and exclusive responsibility for determining if the purchase or sale of NeuCoin Tokens, the possession or use of NeuCoin Tokens, or the potential appreciation or depreciation in the value of NeuCoin Tokens over time, has tax implications for Purchaser, including in Purchaser’s home jurisdiction. By purchasing NeuCoin Tokens, and to the extent permitted by law, Purchaser agrees not hold any of the NeuCoin Parties liable for any tax liability associated with or arising from the purchase, sale, use or possession of NeuCoin Tokens or the potential appreciation or depreciation in the value of NeuCoin Tokens over time.

Obligation To Determine If Purchaser Can Purchase NeuCoin Tokens In Purchaser’s Jurisdiction  

Company is a Seychelles company operating under Seychelles law. Under Seychelles law the sale of NeuCoin Tokens constitutes the legal sale of credits to purchase content and services on the NeuCoin System and NeuCoin Microtransaction Platforms. The Presale is accessible worldwide; however we make no representation that the Presale and NeuCoin Tokens are appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. Your purchase of NeuCoin Tokens at the Presale, or the possession of crypto-tokens, may not be legal in your jurisdiction. If you choose to purchase NeuCoin Tokens at the Presale, you do so on your own initiative and risk, and you are responsible for compliance with all applicable laws if, and to the full extent that, such laws and restrictions are applicable. Company reserves the right to limit, in its sole discretion, the sale of any NeuCoin Tokens at the Presale to any person and in any geographic area, for any reason.

Certain Risks Associated with the Purchase of NeuCoin Tokens

The purchase of NeuCoin Tokens carries with it a number of risks. Prior to purchasing NeuCoin Tokens, Purchaser should carefully consider the risks set out below, and to the extent necessary, consult with a lawyer and/or technology consultant experienced in cryptographic tokens prior to determining whether to purchase NeuCoin Tokens. If any of the following risks are unacceptable to you, you should not purchase NeuCoin Tokens or participate in the Presale of NeuCoin Tokens. By purchasing NeuCoin Tokens, and to the extent permitted by applicable law, you are expressly agreeing not to hold any of the NeuCoin Parties liable for any losses or any indirect, special, incidental, or consequential damages in any way connected with the Presale or the purchase or sale of NeuCoin Tokens, including without limitation any losses associated with any of the risks set forth below.

Transactions in Cryptotokens are Generally Irreversible

The NeuCoin Tokens are cryptographic tokens representing credits for content and services on the NeuCoin System and NeuCoin Microtransaction Platforms. Transactions in cryptotokens are generally irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Also, the nature of cryptographic tokens may lead to an increased risk of fraud or cyber-attack.

Risk Of Spoofing Or Phishing Attempts

Purchaser should also beware of spoofing or phishing attempts. Purchaser should not respond to any inquiries regarding their purchase of NeuCoin Tokens, including without limitation to email requests seemingly from Company or http://www.neucoin.org/ or similar looking domains.

Risk of Regulatory Action in One or More Jurisdictions

Cryptographic tokens and cryptocurrencies are undergoing regulatory scrutiny by various regulatory bodies in multiple jurisdictions, and their regulation in certain aspects is currently unclear and evolving. Therefore one or more legislative or regulatory changes, inquiries or actions might impede or limit the ability to continue to develop or operate the NeuCoin System or Microtransaction Platforms, or adversely affect the use, transfer, exchange, and value of the NeuCoin Tokens. Company believes that NeuCoin Tokens are cryptographic tokens representing credits to purchase Services on the NeuCoin System and Microtransaction Platforms and not a currency, nevertheless, the laws and regulation applicable to cryptographic tokens and cryptocurrencies are currently unclear and evolving and therefore at some time NeuCoin Tokens may yet be classified as a virtual currency and hence affected by regulation of virtual currencies in one or more jurisdictions.

Cryptographic Tokens Are Not Legal Tender

Cryptographic tokens are not legal tender, are not backed by any government, and accounts and value balances are not subject to U.S. Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or similar measures in any other jurisdictions.

Risk of Alternative Decentralized Microtransaction Software Applications

Following the Presale it is possible that alternative decentralized microtransaction software applications could be established. These alternate distributed microtransaction software applications may or may not utilize the same open source code and open source protocol underlying the NeuCoin Microtransaction Platforms. The NeuCoin Microtransaction Platforms may compete with these alternative microtransaction software applications, and this could negatively impact the development of the NeuCoin Microtransaction Platforms and/or the success and viability of the NeuCoin Microtransaction Platforms, resulting in little or no value for credits to purchase content and services on the NeuCoin Microtransaction Platforms.

Risk of Insufficient Interest In The NeuCoin Microtransaction Platforms

It is possible that there will be limited public interest in the creation or use of the NeuCoin Microtransaction Platforms. Such a lack of use or interest, could negatively impact the development of the NeuCoin Microtransaction Platforms and/or the success and viability of the NeuCoin Microtransaction Platforms, resulting in little or no value for credits to purchase content and services on the NeuCoin Microtransaction Platforms. The NeuCoin Foundations are working with third-parties around the world to create an interest in the NeuCoin Microtransaction Platforms. However, Company cannot predict the success of these development efforts or the efforts of third parties.

Risk that the NeuCoin Microtransaction Platforms, as Developed, Will Not Meet the Expectations of Purchaser

Purchaser recognizes that the NeuCoin Microtransaction Platforms are presently under development and may undergo significant changes before release. Purchaser acknowledges that Purchaser’s expectations regarding the form and functionality of the NeuCoin System and Microtransaction Platforms and the use of the NeuCoin Tokens thereon, may not be met upon launch and operation of the NeuCoin System and Microtransaction Platforms, for any number of reasons including without limitation a change in design or implementation plans.

Risk of Failure of the NeuCoin Microtransaction Platforms Development Project Due to a Diminishment in the Value of the Proceeds

Full development of the NeuCoin Microtransaction Platforms partly depends on the Proceeds derived from the Presale. Since all Purchasers are paying in Bitcoin to purchase NeuCoin Tokens, it is possible that a drop in the value of Bitcoin could leave the Utility Foundation, the Code Foundation and the Growth Foundation with insufficient resources to operate.

Risk that the NeuCoin Microtransaction Platforms May Never Be Completed or Released or May Be Released Later than Planned

Purchaser understands that while the Utility Foundation, the Code Foundation and the Growth Foundation are making good faith efforts to complete the development of the NeuCoin Microtransaction Platforms, it is possible that the development of the NeuCoin Microtransaction Platforms may not be successfully completed or be completed or launched later than planned.

Risk of Cryptographic Token Attacks

As with other cryptotokens (and cryptocurrencies), the blockchain used for the NeuCoin System is susceptible to cryptographic attacks. Any successful attacks present a risk to the NeuCoin System, expected proper execution and sequencing of NeuCoin Token transactions.

Privacy

Company requires that Purchasers provide an email address as identifying information. Except as provided herein and except to the extent legally required to provide such information to any regulatory authority in any jurisdiction, Company will not publish any identifying information related to a Purchaser or a NeuCoin Tokens purchase, without the prior written consent of the applicable Purchaser.

Purchasers expressly agree that they may be contacted by email by Company.

Disclaimer of Warranties

PURCHASER EXPRESSLY AGREES THAT PURCHASER IS PURCHASING NEUCOIN TOKENS AT PURCHASER’S SOLE RISK AND THAT NEUCOIN TOKENS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PURCHASER FROM ANY OF THE NEUCOIN PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitations and Waiver of Liability

PURCHASER ACKNOWLEDGES AND AGREES THAT TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY CONTAINED IN THESE TERMS SHALL APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO THE PURCHASE, SALE, POSSESSION, USE, OR INABILITY TO PURCHASE, SELL, POSSESS OR USE, NEUCOIN TOKENS, THE NEUCOIN SYSTEM OR THE NEUCOIN MICROTRANSACTION PLATFORMS, UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) AND THAT NONE OF THE NEUCOIN PARTIES SHALL BE LIABLE, AND PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE NEUCOIN PARTIES LIABLE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION IN CONNECTION WITH LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY ARISING OUT OF THE PURCHASE, SALE, POSSESSION, USE OF, OR INABILITY TO PURCHASE, SELL, POSSESS OR USE, NEUCOIN TOKENS.

PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE NEUCOIN PARTIES ARE NOT LIABLE, AND PURCHASER AGREES NOT TO SEEK TO HOLD ANY OF THE NEUCOIN PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION OTHER PURCHASERS OF NEUCOIN TOKENS, AND THAT THE FULL RISK OF PURCHASING, POSSESSING, SELLING AND USING NEUCOIN TOKENS RESTS ENTIRELY WITH PURCHASER.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in these Terms may not apply to purchaser.

Jurisdiction of the Presale

Company, the legal entity selling the NeuCoin Tokens, is organized under the laws of the Republic of Seychelles. No purchase or sale of NeuCoin Tokens shall be deemed to have taken place until and except upon the acceptance by Company of a Purchaser’s request to participate in the Presale. Company’s acceptance occur in the Republic of Seychelles upon the close of the Presale, and shall not be deemed to have occurred prior to that date, nor at whatever jurisdiction from which a Purchaser submitted his request to participate in the Presale.

Governing Law

You agree that the laws of the Republic of Seychelles, without regard to the principles of conflicts of laws thereof, will govern these Terms and all matters relating to your purchase of NeuCoin Tokens, including all disputes between you and Company. Subject to the Dispute Resolutions section below, you irrevocably submit to the exclusive jurisdiction of, and venue in, the city of Victoria in the Republic of Seychelles, and the related appellate courts, in any related action or proceeding.

Dispute Resolution

All disputes, controversies or claims arising out of, relating to, or in connection with these Terms, including their efficacy, interpretation or breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce ("ICC"), by one arbitrator appointed in accordance with said Rules. All claims between the parties relating to these Terms that are capable of being resolved by arbitration, whether sounding in contract, tort, or otherwise, shall be submitted to ICC arbitration. Prior to commencing arbitration, the parties have a duty to negotiate in good faith and attempt to resolve their dispute in a manner other than by submission to ICC arbitration.

The arbitration panel shall consist of one arbitrator “independent” of the parties involved in the arbitration, selected from the Republic of Seychelles. The place of arbitration shall be Victoria, Seychelles. The language of the arbitration shall be English. In deciding the merits of the dispute, the tribunal shall apply the laws of Republic of Seychelles and any discovery shall be limited and shall not involve any depositions or any other examinations outside of a formal hearing. In the final award, the tribunal shall fix the costs of the arbitration and decide which of the parties shall bear such costs in what proportion. Every award shall be binding on the parties. The parties undertake to carry out the award without delay and waive their right to any form of recourse against the award in so far as such waiver can validly be made.

Notices

Company may send you notices by sending an email message to the email address provided by you at the Presale or by a posting on http://www.neucoin.org/. Notices shall become effective immediately upon their distribution or posting.

Assignment

You agree that we may assign any of our rights, and/or transfer, sub-contract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.

Force Majeure

Company is not liable for failure to perform caused by force majeure, which shall include without limitation the following: unavoidable casualty, delays in delivery of materials, embargoes, government orders, regulations or inquiries, acts of civil or military authorities, acts by common carriers, unforeseen or emergency conditions (including without limitation weather conditions) incompatible with safety or good quality workmanship, delays of suppliers or developers, or any other unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, Company may elect to suspend its obligations hereunder to the extent affected by the force majeure event.

Complete Agreement

THESE TERMS SET FORTH THE ENTIRE UNDERSTANDING BETWEEN EACH PURCHASER AND COMPANY WITH RESPECT TO THE PURCHASE AND SALE OF NEUCOIN TOKENS DURING THE PRESALE AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS AND PROPOSALS, WHETHER ELECTRONIC, ORAL OR WRITTEN, BETWEEN EACH PURCHASER AND COMPANY, WITH RESPECT TO PURCHASER'S PURCHASE OF NEUCOIN TOKENS AT THE PRESALE AND ALL MATTERS RELATING TO NEUCOIN TOKENS.

Purchaser understands and agrees that these Terms govern the relationship between Company and Purchaser regarding the sale and purchase of NeuCoin Tokens and supersede any public statements about the sale and purchase of NeuCoin Tokens or the Presale, made by Company or third parties or by the NeuCoin Project Team or individuals associated with any NeuCoin Parties, prior to and during the Presale.

A printed version of these Terms and of any notice given in electronic form shall be admissible in any and all judicial or administrative proceedings based upon or relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form.

Updates to these Terms and Conditions of the NeuCoin Tokens Presale

Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time prior to or during the Presale by posting the amended Terms on the NeuCoin website (http://www.neucoin.org/). Any Purchaser purchasing NeuCoin Tokens after said posting will be deemed to have accepted such changes. If at any point Purchaser does not agree to any portion of the then-current version of the Terms, Purchaser should not purchase NeuCoin Tokens.

Severability

If any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.

No Waiver

The failure to require or enforce strict performance by Purchaser of any provision of these Terms or failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the right to assert or rely upon any such provision or right in that or any other instance.

The express waiver of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by Company shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by Purchaser and a duly appointed officer, employee, or agent of Company.

Further Information

For further information regarding the NeuCoin Tokens Presale, please contact presale@neucoin.org.