PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of Clit Coin Tokens (“CLIT”) during the CLIT sale period (“Sale Period”) from Clit Coin LLC (“Company,” “ClitCoin,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and Foundation is a “Party,” and together the “Parties.”
By purchasing CLIT from us during the Sale Period and/or using CLIT in connection with the Platform (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at info@ClitCoin.in.
You and Foundation agree as follows:
1. Purpose and Use of CLIT in Connection with the Platform
CLIT are intended to be used for access to live adult content and related transactions and services (the “Services”), as facilitated through a decentralized platform that Company and its affiliates are developing (the “Platform”). Important additional details regarding the Services and Platform are provided in Exhibit A.
Ownership of CLIT carries no rights, express or implied, other than the right to use CLIT as a means to obtain Services, and to enable usage of and interaction with the Platform, if successfully completed and deployed. In particular, you understand and accept that CLIT do not represent or confer any ownership right, 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 Platform, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below). CLIT are not intended to be a digital currency, security, commodity, or any other kind of financial instrument
2. Scope of Terms
Unless otherwise stated herein, these Terms govern only your purchase of CLIT from us during the Sale Period.
The use of CLIT in connection with the Services or Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”). Any Platform Terms and Policies we promulgate will be available at www.ClitCoin.in. We may add terms or policies to the Platform Terms and Policies in our sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of CLIT in connection with the Services or Platform.
3. Cancellation; Refusal of Purchase Requests
Your purchase of CLIT from us during the Sale Period is final, and there are no refunds or cancellations except (a) if the Activation Threshold is not reached, pursuant to applicable procedures set forth in Exhibit B, or (b) as may be required by applicable law or regulation. We reserve the right to refuse or cancel CLIT purchase requests at any time in our sole discretion.
4. CLIT Sale Procedures and Specifications
Important information about the procedures and material specifications of our CLIT sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the CLIT sale, the amount of CLIT we will sell, and our anticipated use of the CLIT sale proceeds. By purchasing CLIT, you acknowledge that you understand and have no objection to these procedures and material specifications.
5. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing CLIT, holding CLIT, and using CLIT in connection with the Services and Platform, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at info@ClitCoin.io. BY PURCHASING CLIT, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold CLIT you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your CLIT. We are not responsible for any such losses.
7. Personal Information
We may determine, in our sole discretion, that it is necessary to obtain certain information about you, including but not limited to instances where we must obtain certain information in order to comply with applicable law or regulation in connection with selling CLIT to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell CLIT to you unless or until you provide such requested information, and we have determined that it is permissible to sell you CLIT under applicable law or regulation.
The purchase price that you pay for CLIT is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of CLIT, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of CLIT.
9. Representations and Warranties
By transferring Ether to the smart contract system (“Smart Contract System,” as explained in Exhibit B) to purchase CLIT from us, you represent and warrant that:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) CLIT ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO CLIT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT CLIT ARE RELIABLE, CURRENT, OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN CLIT WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT CLIT OR THE DELIVERY MECHANISM FOR CLIT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
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 may not apply to you.
12. Limitation of Liability
To the fullest extent permitted by applicable law, you release Company and the other Company 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 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.
14. 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 FOUNDATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
15. Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of San Francisco, California.
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.
These Terms constitute the entire agreement between you and us relating to your purchase of CLIT from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at www.ClitCoin.in and update the “Last Updated” date above. We may also attempt to notify you through the CLIT website at www.ClitCoin.in. The amended Terms will be effective immediately upon posting. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing CLIT from us does not create any form of partnership, joint venture, or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Description of Company, Platform, and CLIT
1. Overview of Company
Company is an entity registered in the State of Delaware. Company will have primary responsibility for the provision of Services and for administering the development of certain aspects of the Platform. The Platform, including the ClitCoin network and settlement system described below, was developed and is operated entirely by the Company. It is anticipated that in the future, Company may form other corporate affiliates to which Company may provide, or from which Company may receive, certain administrative, technical, and development services in connection with the Services and Platform.
2. Overview of Current Platform
The Platform will consist of a network where participants in the network, such as clients and performers, can securely execute transactions for live adult performances over the internet. Clients may securely access and view live adult performances paid for using CLIT, and wherein performers can advertise, offer, and deliver live performances in exchange for CLIT. A performer can at its discretion set a fixed rate for the performance for a fixed period of time, or negotiate a rate with the client. CLIT is not exchanged until the terms of the contract are satisfied. The performance begins, once confirmation is given to the performer that the client has paid the set amount of CLIT. If the performer does not complete the performance, due to the performer breaking off the connection, no CLIT is exchanged, that is the CLIT is returned to the client. If the client terminates the connection before the performance term completes, or upon completing the performance term, the CLIT is immediately released to the performer.
3. Development of Platform with CLIT Functionality and Services
CLIT is based on the Ethereum protocol and conforms to the ERC20 standard. As a result of directly integrating CLIT and its functionality into the Platform, the Platform will consist of (i) the ClitCoin network, which provides for secure viewing of live adult performances, and (ii) settlement of transactions among participants in the ClitCoin network, each as facilitated by CLIT.
Further details regarding the Platform are described in “ClitCoin: An adult live performance Peer-to-Peer Network,” also known as the ClitCoin Whitepaper (“Whitepaper”), available at: https://ClitCoin.in/ClitCoin_whitepaper.pdf. The information contained in the Whitepaper and ClitCoin’s website are of descriptive nature only, and do not, unless explicitly incorporated, form part of these Terms.
Although Company intends to develop the Platform in the manner generally described above, it reserves the right to modify features, functionalities, or development plans in its sole and absolute discretion.
Token Sale Procedures and Specifications
1. Total Number of CLIT to be Created and Sold
Company will create up to 100 million CLIT through the Smart Contract System. Before the Sale Period Begins, the Smart Contract System will create a pool of 30 million pre-allocated CLIT to the Company (“Company CLIT”) for certain uses as described in Section 5 below. A separate pool of up to 70 million CLIT will be created by the Smart Contract System for sale by the Company to purchasers during the Sale Period. All CLIT will be of equal value and functionality.
2. Token Pre-Sale, Commencement, and Duration of Token Sale
The Company will complete a CLIT pre-sale, and will commence a public sale of CLIT during a sale period (“Sale Period”). The public sale of CLIT will begin at approximately 9:00 am PST on May 7, 2017 (“Launch Date”) and continue until either (a) 46,666.6667 ETH has been received by Company or (b) 11:59 pm, PST on August 28, 2017, whichever is earlier.
3. CLIT Price
For the first ten days following the Launch Date, 1 ETH will purchase 1,500 CLIT, making the sale price of CLIT approximately 0.000555 ETH/CLIT during this time period; for the next ten days following the Launch Date, 1 ETH will purchase 1,000 CLIT, making the sale price of CLIT approximately 0.000606 ETH/CLIT during this time period; thereafter, 1 ETH will purchase 500 CLIT, making the sale price of CLIT approximately 0.000667 ETH/CLIT for the remainder of the Token sale. There is no sale price for Company CLIT, which is created by the Smart Contract System and pre-allocated to the Company before the Sale Period.
4. Procedures for Buying and Receiving CLIT
In order to purchase CLIT during the Sale Period, and to receive the CLIT you purchase, you must have an Ethereum wallet that supports the ERC20 token standard. Company reserves the right to prescribe additional wallet requirements. Prior to the Launch Date, Company will publish an address for the CLIT sale via www.ClitCoin.in. To initiate a purchase of CLIT, you must send an amount of Ether to the Smart Contract System located on the Ethereum blockchain pursuant to the instructions at www.ClitCoin.in. This action triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and promptly deliver the corresponding CLIT to the ERC20 wallet address from which the Ether were sent.
The Smart Contract System is deployed by Company from Delaware, and is programmed so that all transactions it executes will be executed in Delaware. As such, title to, and risk of loss of, CLIT created and delivered by the Smart Contract System passes from Company to purchasers in Delaware.
5. Company CLIT
Of the Company CLIT, 20 million CLIT will be used for compensating employees and contractors, and for other internal purposes in connection with the deployment and the development of the Platform.
The remaining 10 million CLIT of the Company CLIT will be allocated to the Company’s founding team, subject to a twelve-month holding period, for the purpose of incentivizing the founding team to continue to develop the Platform.
6. Use of Proceeds from CLIT Token Sale
The Ether that Company receives for CLIT sold to purchasers during the Sale Period, up to 46,666.6667 ETH, will be used to compensate engineers, staff, and contractors, cover operating costs and marketing expenses, and to address other administrative and unforeseen costs.
Certain Risks Relating to Purchase, Sale, and Use of CLIT
Important Note: As noted elsewhere in these Terms, the CLIT are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and 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 C, (ii) any error, omission, or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding, and using CLIT, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to CLIT Due to Loss of Private Key(s), Custodial Error, or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of CLIT stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing CLIT will result in loss of such CLIT. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your CLIT. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store CLIT, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your CLIT. Additionally, your failure to follow precisely the procedures set forth in Section 4 of Exhibit B for buying and receiving CLIT, including, for instance, if you provide the wrong address for receiving CLIT, may result in the loss of your CLIT.
2. Risks Associated with the Ethereum Protocol
Because CLIT and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or CLIT. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to CLIT and the Platform, including the utility of CLIT for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, CLIT are susceptible to attacks by miners in the course of validating CLIT transactions on the Ethereum 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 Platform and CLIT, including, but not limited to, accurate execution and recording of transactions involving CLIT.
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or CLIT 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 Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and CLIT, including CLIT’s utility for obtaining Services.
5. Risks Associated with Markets for CLIT
CLIT are intended to be used solely on the Platform, and Company will not support or otherwise facilitate any secondary trading or external valuation of CLIT. This restricts the contemplated avenues for using CLIT to obtain Services or access the Platform, and could therefore create illiquidity risk with respect to CLIT you hold. Even if secondary trading of CLIT 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 market-related risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to CLIT (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, CLIT 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 us, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of CLIT 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. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and CLIT. Regulatory actions could negatively impact the Platform and CLIT in various ways, including, for purposes of illustration only, through a determination that CLIT are a regulated financial instrument that require registration or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation
The tax characterization of CLIT is uncertain. You must seek your own tax advice in connection with purchasing CLIT, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements.
9. Risk of Alternative Platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative platforms, which could negatively impact the Platform and CLIT, including CLIT’s utility for obtaining Services.
10. Risk of Insufficient Interest in the Platform or Distributed Applications
It is possible that the Platform 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 platforms (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of CLIT, including its utility for obtaining Services.
11. Risks Associated with the Development and Maintenance of the Platform
The Platform is still under development and may undergo significant changes over time. Although we intend for CLIT and the Platform to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of CLIT or the Platform for any number of legitimate reasons. This could create the risk that CLIT or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing CLIT. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and the potential utility of CLIT, including its utility for obtaining Services.
12. Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
The Company team intends to use the proceeds from selling CLIT to fund the maintenance and development of the Platform, as described further in Exhibit B. The proceeds of the sale of CLIT will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended.
13. Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in CLIT’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve.
14. Risks Arising from Lack of Governance Rights
Because CLIT confer no governance rights of any kind with respect to the Platform or Company, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more CLIT for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of CLIT that you hold, including CLIT’s utility for obtaining Services.
15. Unanticipated Risks
Cryptographic tokens such as CLIT are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding, and use of CLIT, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.
Do NOT send ETH from an exchange such as Kraken or Poloniex. We recommend MyEtherWallet or Parity wallets or other compatible wallets.