Last update: October 31, 2018
PLEASE READ THESE TERMS AND CONDITIONS ("T&C") CAREFULLY. BY MAKING A CONTRIBUTION TO NAVIBRATION LIMITED OÜ (COMPANY REGISTERED IN ESTONIA WITH REGISTRY CODE 14478587) FOR THE PURCHASE OF TOKENS FROM NAVIBRATION LIMITED OÜ ("NAVI") DURING THE TOKEN SALE, YOU WILL BE BOUND BY THESE T&C AND ALL TERMS INCORPORATED HERE BY REFERENCE.
BY ACCEPTING THESE T&C, YOU WILL ENTER INTO A BINDING AGREEMENT WITH NAVIBRATION LIMITED OÜ. IN EXCHANGE OF THE TAXPAYER'S PAYMENT OF A CONTRIBUTION DURING THE PERIOD OF CONTRIBUTION, NAVIBRATION LIMITED OÜ ACCEPTS THE ISSUANCE TO THE TAXPAYER OF CERTAIN UNITS OF NAVI SUBJECT TO THE TERMS ESTABLISHED IN THESE T&C.
THESE T&C CONTAIN PROVISIONS THAT AFFECT YOUR RIGHTS. PLEASE NOTE THAT THESE T&C CONTAIN A BINDING ARBITRATION CLAUSE. IF YOU DO NOT AGREE WITH THESE T&C, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF NAVI.
PROHIBITION OF TAXPAYERS OF SOME REGIONS
Citizens, residents and entities from the United States of America, China or any other country or territory where ICO (Initial Coin Offering) are prohibited, or those people representing any entity with residence in these places are prohibited from making contributions to Navibration and participating in the token sale. Individuals meeting these requirements who participate in the sale of tokens by providing false information about their citizenship, residence and / or nationality will violate these T&C and will be required to indemnify Navibration for damages and / or losses incurred, due to this non-compliance in accordance with the compensation provisions established in these T&C.
NAVIBRATION LIMITED OÜ is a company incorporated and registered in Estonia with the registration number 14478587 and will be the creator of NAVI under these T&C. There may be other entities within the Navibration group of companies ("Navibration") that will develop, manage and / or operate the Navibration Experiences Platform (as defined in clause 1 below) (or parts thereof) and references in these The T&C for "Navibration", "Company", "we", "our" or "our" will be for NAVIBRATION LIMITED OÜ, the Navibration Companies and their respective successors and assigns. References in these T&C to "Contributor", "User", "your" or "you" refer to the person / entity that accepts these Terms and Conditions and agrees to make a contribution to Navibration as set out in these Terms and Conditions. You and Navibration will be referred to together as the "Parties" and references to a "Party" will refer to the relevant one depending on the context. If you have any questions related to these T&C, contact us at firstname.lastname@example.org
1.1. Navibration Experiences will be a platform (the "Navibration Experiences Platform") that will aim to develop a decentralized network of audio guided routes that will take advantage of the blockchain technology to provide a fair and transparent system of rewards and incentives. The use of the blockchain technology will allow the platform to be completely decentralized, so that different Users can take control of their actions through the multiplatform. The Navibration Experiences platform will give the opportunity to participate in the social media market and multimedia distribution as a protagonist, using the Navibration Token (NAVI) as a cryptocurrency.
1.2. For a more detailed description of the proposed Navibration Experiences Platform, see
1.2.1.a) the Navibration website at https://www.navibration.com/token-sale/;
1.2.1.b) the Navibration WhitePaper (it can be found at https://www.navibration.com/Navibration-whitepaper-EN.pdf);
(collectively referred to as the "Project Documentation")
1.3. The information contained in the Project Documentation is of a descriptive nature only, is not binding and is not part of these T&C.
2.1. Unless otherwise stated in these T&C, these T&C (including the terms incorporated herein by reference) govern only your contribution to Navibration for the purchase of NAVI during the Contribution Period (as defined below).
2.2. Any future possible use of NAVI in connection with the provision or receipt of services on the Navibration Experiences Platform will be subject to and governed by the other applicable terms, conditions and policies related to the use of the Navibration Experiences Platform ("Platform Terms"). These terms of the platform will be available to users of the Navibration Experiences Platform, if the Navibration Experiences Platform is developed and implemented successfully.
3.1. Contributions can be made during a defined period of time ("Contribution Period"). The Contribution Period will begin on a date to be published in www.navibration.com/token-sale/ and will end in compliance with one of the following conditions ("Termination Conditions") (whichever comes first):
3.1.1.a) The Hard Cap (6,000,000 USD) is reached (as defined in these T&C); or
3.1.1.b) the expiration of a certain period (to be published in www.navibration.com/token-sale/) from the beginning of the Contribution Period.
4.1. Navibration has implemented an intelligent contract system (the "Smart Contract System") in the Ethereum blockchain in order to create its own property tokens ("NAVI") and issue said NAVI to the Ethereum portfolio of the Collaborator. NAVI will be based on the ERC20 token standard and is intended to have the functionality set out in Annex 1.
4.2. The "Smart Contract" is public and can be found at:
5.1. You can contribute to Navibration during the Sale of Tokens in the manner described in this clause 5.
5.2. The creation and publication of NAVI will be initiated by the Collaborator transferring an amount in ETH, BTC, KICK, USD or EUR during the Contribution Period to the wallets (for cryptocurrencies) provided on either the Navibration ICO platform https://ico.navibration.com/ or the KICKICO platform https://www.kickico.com/ or bank account (for fiat) provided on the Navibration platform https://ico.navibration.com/. The receipt of the contribution will result in a process through which NAVI will be created and issued to the address of the Ethereum wallet from which the contribution was received or the Ethereum wallet indicated by the user in the case of the contribution was not received from an Ethereum wallet.
5.3. Contributions will be sent exclusively to the wallets specified on the Navibration ICO platform (https://ico.navibration.com/) or KICKICO platform (https://www.kickico.com/) or bank account specified on the Navibration ICO platform (https://ico.navibration.com) in accordance with clause 5.2. To the extent that any third party website, service or intelligent contract offers to receive contributions and issue NAVI or facilitates the assignment or transfer of NAVI in any way during the Contribution Period, such third party websites or services are, unless that are expressly set forth in these T&C or those mentioned on the Navibration website, not authorized by Navibration or have any legal, commercial or relationship value in any way with Navibration, the Navibration Experiences Platform or the NAVI.
5.4. Contributors who send contributions [...]:
5.4.1.a) in any fiduciary currency other than USD or EUR, or any cryptocurrency other than ETH, BTC or KICK; or
5.4.1.b) to any third-party website, smart wallet, service or contract or "Smart Contract" that offers NAVI in the manner described in clause 5.3.
[...] will risk losing their full contribution and Navibration will not be responsible for recovering or returning any of these contributions to the taxpayer or contributor nor should Navibration be held liable for any losses incurred by the taxpayer in this regard.
5.5 In order to receive NAVI, Contributors must have an Ethereum wallet that supports the standard ERC20 token (in other words, the Employee's Ethereum wallet must have a technical infrastructure that is compatible with the reception, storage, and transfer of NAVI, being tokens created based on in the standard ERC20 token). Navibration reserves the right to prescribe additional conditions related to the specific purse requirements at any time, acting in its sole and absolute discretion.
5.6. Subject to compliance with the above provisions of this clause, the creation and issuance of NAVI through the Smart Contract System, and the delivery of NAVI to the address of the Ethereum wallet of the Contributor or Contributor will be approximately in one month after the conclusion of the Contribution Period.
The price for NAVI will be denominated in USD and the base price of NAVI will be 1 NAVI = 0.01 USD but there will be some specific bonus or discounts under certain periods or circumstances.
7.1. Navibration has imposed a minimum goal of aggregate contribution equivalent to 500,000 USD ("Minimum Objective"). At the end of the Contribution Period, if the total sum of all contributions received is less than the Minimum Objective, Navibration shall, within a reasonable period of time, make reasonable efforts to make a full refund of the contributions to the Contributor interested in it.
7.2. Navibration reserves the right to reject any contribution made at any time in our sole and absolute discretion. To the extent that we refuse a contribution, we will make every reasonable effort to ensure that the contribution is returned to the wallet or bank account of the Contributor from which the contribution was made, however, we do not guarantee, represent or offer any guarantee that we will be able to recover and / or return these contributions successfully.
7.3. Subject to clauses 7.1 and 7.2 and except to the extent required by applicable law, all contributions received under these T&C are final and Contributors will not be entitled to claim any refund of contributions by the NAVI.
7.4. At any time prior to the satisfaction of the End Conditions, Navibration may temporarily suspend or permanently cancel the Sale of Tokens for security reasons. Any suspension or abortion of the Sale of Tokens will be considered initiated from the moment that Navibration publishes a notice to that effect on its website.
7.5. During any period of suspension or in case the Contribution Period is canceled, the wallets or bank account will no longer be able to receive and accept contributions, create NAVI and / or issue NAVI to Taxpayers or Collaborators. Taxpayers or contributors who send us contributions (after we post a notice that the sale of tokens has been suspended or canceled in accordance with clause 7.4) risk losing their total contribution and we will not be responsible for recovering or returning those contributions. Contributions to the Contributor, nor shall we be liable for the losses suffered by the Contributor or Contributor in this regard. Therefore, collaborators are strongly recommended to visit our website before submitting a contribution.
8.1. NAVI's ownership does not entail rights, whether express or implied, that are not a potential future limited right or the expectation to use and interact with the Navibration Experiences Platform (as described in Annex 1), if the Navibration Platform Experiences develops successfully and ends up unfolding. Any possible future right or expectation related to the provision and receipt of services on the Navibration Experiences Platform will be subject to the restrictions and limitations set forth in these T&C and / or Platform Terms (as applicable).
8.2. You acknowledge and agree that NAVI does not represent or constitute:
8.2.1.a) any right of ownership or participation, share, security, basic product, bond, debt instrument or any other financial instrument or investment with equivalent rights;
8.2.1.b) any right to receive future income, shares or any other form of participation or government from, in or in connection with Navibration and / or the Navibration Experiences Platform;
8.2.1.c) any form of money or legal offer in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
8.2.1.d) the provision of any product and / or service to the date on which these T&C form a binding agreement between the Parties.
8.3. The protections afforded by the applicable law in relation to the acquisition, storage, sale and / or transfer of the instruments and / or investments referred to in clause 8.2 shall not apply to any contribution made under these T & Cs for the acquisition of NAVI or for storage, sale and / or transfer of NAVI.
8.4. Navibration makes no warranties or representations nor does it offer any guarantee (in each case, whether express or implied) that NAVI confers rights of use, functionality, features, purpose or real and / or exercisable attributes in relation to the Navibration Experiences Platform.
9.1. By participating in the sale of tokens and sending a contribution for the acquisition of NAVI, you hereby represent and warrant that:
9.1.1.a) you have read and understood these T&C (including all Annexes);
9.1.1.b) you have the authority and will to accept these T & Cs, to enter into a binding agreement with Navibration and to comply with the obligations set forth in this document;
9.1.1.c) you accept these Terms and Conditions and the completion of a binding agreement with Navibration will not result in any breach, conflict or constitute a material breach by virtue of: (i) any provision of the Articles of Association or corporate documents; (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and / or (iii) any material agreement, obligation, duty or commitment of which the Contributor is a party or for which the Taxpayer is related;
9.1.1.d) you understand the functionality, use, storage, transmission mechanisms and complexities associated with cryptographic tokens (such as Bitcoin and Ethereum), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software;
9.1.1.e) you have obtained sufficient information about the possible future use and functionality of NAVI to make an informed decision to participate in the Sale of Tokens in accordance with these T&C;
9.1.1.f) you understand that the NAVI confers only a future potential or limited expectation to use and interact with the Navibration Experiences Platform (as described more particularly in Annex 1) and that the NAVI does not confer any other right of any type with respect to Navibration and / or the Platform of Navibration Experiences, including, among others, any voting, distribution, settlement, ownership (including all forms of intellectual property rights) or other financial or legal rights;
9.1.1.g) if you are an individual, you are at least 18 years of age, have sufficient legal capacity to accept these Terms and Conditions and to enter into a binding agreement with Navibration under the terms set forth in this document;
9.1.1.h) if you are making a contribution for the acquisition of NAVI on behalf of a company or legal entity, that entity is duly constituted, registered and valid in accordance with the applicable laws of the jurisdiction in which the company is established or legal entity;
9.1.1.i) if you are making a contribution for the purchase of NAVI on behalf of a company or individual or legal entity, you are authorized to accept these T&C and enter into a binding contract with Navibration on behalf of that company or individual or legal entity (and in such circumstances, the references in these T&C to "Contributor", "your" or "you" will be a reference to the entity or person on whose behalf you are authorized to make a contribution);
9.1.1.j) you are making a contribution to the purchase of NAVI to support the development, testing, implementation and operation of the Navibration Experiences Platform and to potentially use and interact with the Navibration Experiences Platform in the future. You are not making a contribution under these T & Cs for any other use or purpose, including, without limitation, any investment, speculation or other financial purpose;
9.1.1.k) any contribution you make to the purchase of NAVI is not derived or related to illicit activities, including, but not limited to, money laundering or terrorist financing activities;
9.1.1.l) you must not use NAVI to finance, participate or support illegal activities;
9.1.1.m) the contribution will be transferred from a wallet or bank account that: (i) is registered in your name or on behalf of a person duly authorized by you to send a contribution to Navibration; and (ii) is not on or is not registered in the name of a person located in or residing in the United States of America, China or any country or territory where ICOs (Initial Coin Offering) are prohibited.
9.1.1.n) making a contribution and receiving NAVI under these T&C is not illegal or prohibited by the laws of its jurisdiction or according to the laws of any other jurisdiction to which it may be subject and any contribution will be made in full compliance with applicable laws (which include, but are not limited to, in compliance with any tax liability to which you may be subject in any relevant jurisdiction);
9.1.1.o) you are not a citizen or resident or domiciled in the United States of America, China, or any country or territory where ICOs (Initial Coin Offering) are prohibited, or make a contribution for the purchase of NAVI from those locations, nor you are an entity (including, but not limited to any company or partnership) incorporated, established or registered in or under the laws of those locations, or making a contribution for the purchase of NAVI by or on behalf of said person or company;
9.1.1.p) you are not subject to any sanction administered or executed by any country, government or international authority, nor is it a resident or is it established (in the case of a corporate entity) in a country or territory that is subject to a sanction throughout the country or in the entire territory imposed by any country or government or international authority; and
9.1.1.q) you will comply with any applicable tax liability in your jurisdiction that arises from your acquisition, storage, sale or transfer of NAVI; Y
9.1.1.q) you will comply with any applicable tax liability in your jurisdiction that arises from your acquisition, storage, sale or transfer of NAVI.
You acknowledge and agree that sending a contribution for the purchase of NAVI, the creation and issuance of NAVI and the development and deployment of the Navibration Experiences Platform entails significant financial, regulatory and reputational risks, including, but not limited to, those set out in Annex 2 of these T&C.
11.1. Navibration will make every reasonable effort to have the Smart Contract system audited and approved by technical experts with respect to the accuracy and security of the underlying code.
11.2. Notwithstanding the provisions of clause 11.1, the smart contract technology is still in an initial stage of development and its application is currently of an experimental nature, which entails significant operational, technological, financial, regulatory and reputational risks. Consequently, while any audit conducted will raise the level of security and precision of the "Smart Contract System", you acknowledge, understand and accept that the audit does not amount to any form of guarantee, (either expressed or implied) that the "Smart Contract System "and NAVI are suitable for a particular purpose or that are free from defects, weaknesses, vulnerabilities, viruses or errors that could cause, among other things, the total loss of contributions and / or NAVI.
You are responsible for implementing all reasonable and appropriate measures to protect the wallet or other storage mechanism used to send a contribution and to receive and store the NAVIs that the Smart Contract System has issued, including any private keys required or other credentials necessary to access said storage mechanisms. If you lose your private key (s) or other access credentials, you may lose access to your NAVI. Navibration will not be responsible for any security measures related to your receipt, possession, storage, transfer or possible future use of the NAVI, nor will we have any obligation to recover or return any NAVI and hereby exclude (to the extent permitted by applicable law) any liability for any security breach or other acts or omissions that result in your loss (including loss of access) to the NAVI issued during the Token Sale.
We may determine, in our sole and absolute discretion, that it is necessary to obtain certain information about you in order to comply with the applicable law in connection with the creation and issuance of the NAVI for you. You agree to provide us with such information in a timely manner upon request, and acknowledge and agree that we may reject any contribution for the purchase of the NAVI until you provide such requested information and have determined that the NAVI can be created and issued to you under the law applicable at all times.
14.1. To the fullest extent permitted by applicable law, indemnify, defend and hold harmless Navibration and our respective employees, officers, directors, contractors, consultants, shareholders, suppliers, service providers, parent companies and subsidiaries of the past, present and future, affiliates, agents, representatives, predecessors, successors and assigns (the "Navibration Parties") of and against any and all claims, claims, actions, damages, losses and expenses (including reasonable professional and legal fees) ) that arise from or related to:
14.1.1.a) its acquisition or use of the NAVI under these T&C;
14.1.1.b) performance or non-compliance with its responsibilities or obligations under these T&C;
14.1.1.c) its breach of any of the terms and conditions established in these T&C; or
14.1.1.d) your breach of any right of any other person or entity.
14.2. Navibration reserves the right to exercise exclusive control over the defense, at its sole expense, of any claim subject to compensation set forth in clause 14.1.
14.3. The indemnification set forth in this clause 14 is in addition to, and not in lieu of, any other remedy that may be available for Navibration under applicable law.
15.1. To the maximum extent permitted by applicable law and unless otherwise specified in writing by us:
15.1.1.a) the NAVI is sold "as is" and "as available", without warranties or representations of any kind, and expressly waive all warranties and representations related to the NAVI (whether express or implied), including, without limitation, any implied warranties of merchantability and fitness for a particular purpose;
15.1.1.b) we do not represent or guarantee that the NAVI is reliable, is up-to-date or has no defects, complies with its requirements or that defects will be corrected; Y
15.1.1.c) we cannot and do not represent or warrant that the NAVI or NAVI delivery mechanism is free of viruses or other harmful components.
15.2. Neither these T&C nor the Project Documentation constitute a prospectus or offer document, and they are not an offer to sell, nor the solicitation of an offer to buy, invest or a financial instrument in any jurisdiction. The NAVI should not be acquired for speculative or investment purposes with the expectation of profit with immediate resale.
15.3. No regulatory authority has examined or approved any of the information set forth in these T&C and / or Navibration WhitePaper. No action of this type has been taken or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication or distribution of these T&C and / or the Project Documentation does not imply that the laws, regulatory requirements or applicable regulations have been complied with.
16.1. To the maximum extent permitted by applicable law, in no case:
16.1.1.a) Navibration or any of the Navibration Parties shall be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, business or profits, loss of contract or exhaustion of goodwill, loss of anticipated savings, loss of use or data, consequential, indirect, incidental, special, exemplary damage or business interruption damage or any similar loss) that arise or are related in some way to the acquisition, storage, transfer or use of the NAVI or related to these T&C, regardless of the cause of the action, whether by contract, tort (including negligence), breach of legal duty, restitution or any other legal or equitable basis (even if informed Navibration or any of the Navibration Parties about the possibility of such losses and regardless of whether such losses were foreseeable); AND
16.1.1.b) the full responsibility of Navibration and the parties of Navibration (jointly), whether by contract, tort (including negligence), breach of legal obligations, restitution or any other legal or equitable basis, arising from or relate to these The T&C or the use or inability to use the NAVI.
16.2. The limitations and exclusions of liability set forth in clause 16.1 shall not limit or exclude Navibration's responsibility for gross negligence, fraud or intentional, willful or reckless misconduct, nor shall it limit or exclude losses for which, as a matter of applicable law, It would be illegal to limit or exclude liability.
17.1. You are solely responsible for determining whether your contribution for the development of the Navibration Experiences Platform, the transfer of any cryptocurrency or fiat, the creation, ownership, use, sale, transfer or liquidation of the NAVI, the possible appreciation or depreciation in the value of the NAVI for a period of time (if applicable), the assignment of the NAVI and / or any other action or transaction contemplated by these T&C or related to the Navibration Experiences Platform will give rise to any fiscal implication on your part.
17.2. You are also solely responsible for withholding, collecting, reporting, paying, paying and / or remitting each and every tax to the corresponding tax authorities in said jurisdiction (s) in which you may be required to pay taxes. Navibration will not be responsible for withholding, collecting, reporting, paying, paying and / or remitting taxes (including, among others, income, capital gains, sales, added values or similar taxes) that may arise from your contribution and acquisition of the NAVI under or in relation to these T&C.
17.3. You agree not to hold Navibration or any of the Navibration Parties liable for any tax liability associated or arising from the creation, ownership, use or liquidation of the NAVI or any other action or transaction related to the Navibration Experiences Platform.
PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBIT CERTAIN DISPUTES AND CLAIMS WITH NAVIBRATION AND LIMITS THE WAY IN WHICH YOU MAY REQUEST A REMEDY FROM US.
18.1. Compulsory arbitration. Except for disputes, claims, actions, causes of action, lawsuits or proceedings (collectively, "Disputes") in which either party seeks an injunction or other equitable compensation for the alleged illicit use of intellectual property, including, among others, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Navibration renounce your rights and those of the NAVI to be resolved in a court each and every one of the disputes arising or related with these T&C. Instead, you and Navibration agree to arbitrate disputes through binding arbitration (which is the referral of a dispute to one or more accused persons with the review of the dispute and the final and binding determination to resolve it instead of the judge or the jury decides the dispute in the court).
18.2. There are no class arbitrations, class actions or representative actions. Any dispute arising out of or related to these T&C is personal to you and to Navibration and will be resolved only through individual arbitration and will not be filed as a collective arbitration, class action or any other type of representative proceeding. There will be no arbitration of class or arbitration in which an individual attempts to resolve a dispute as a representative of another person or group of individuals. In addition, a dispute cannot be presented as a class or other type of representative action, either inside or outside the arbitration, or on behalf of any other person or group of persons.
18.3. Arbitration Rules. The applicability of this clause 18.1 shall be governed and construed in a substantive and procedural manner and shall be enforced in accordance with the Arbitration Rules of the International Chamber of Commerce, to the maximum extent permitted by applicable law.
18.4. Informal Resolution of Disputes. Each Party shall notify the other Party in writing of any Dispute within thirty (30) days after the date it is filed, so that the Parties may attempt in good faith to resolve the Dispute informally. The notice to Navibration will be sent by email to email@example.com. A notice will be sent to the address you give us in writing in a notice. Your notice must include (i) your name, mailing address, email address and telephone number, (ii) a description with reasonable details of the nature or basis of the Dispute, and (iii) the specific repair you are seeking. If you and Navibration can not agree on how to resolve the dispute within thirty (30) days after the date on which the relevant Party receives the notification, you or Navibration may initiate, as appropriate and in accordance with this clause. 18.1, an arbitration procedure or, to the extent specifically stipulated in clause 18.1, file a claim with the corresponding court.
18.5. Process. Any arbitration will occur in Estonia. The arbitration shall be conducted in a confidential manner by a single arbitrator appointed by the Estonian Chamber of Commerce or "The Estonian Chamber of Commerce and Industry (ECCI)" in accordance with the rules of the Arbitration Rules of the International Chamber of Commerce, which are incorporated here as a reference. The courts located in Estonia will have exclusive jurisdiction over any appeal and the execution of an arbitration decision.
18.6. Authority of the Arbitrator. These T&C, the applicable Arbitration Rules of the International Chamber of Commerce and the arbitrator shall have (i) the exclusive authority and jurisdiction to make all substantive and procedural decisions related to a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these T&C. The arbitrator can only carry out an individual arbitration and cannot consolidate more than one individual claim, preside over any type of representative class or procedure or preside over any procedure that involves more than one individual.
18.7. Arbitration Rules. The Arbitration Rules of the International Chamber of Commerce and additional information about the International Chamber of Commerce are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration. By accepting these T&C, you (i) acknowledge and agree that you have read and understand the Arbitration Rules of the International Chamber of Commerce, or (ii) you waive your opportunity to read the Arbitration Rules of the International Chamber of Commerce and any Claim that the Arbitration Rules of the International Chamber of Commerce are unfair or should not be applied for any reason.
18.8. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this clause 18 is considered invalid or unenforceable, it will be applied to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this clause 18 will remain valid and enforceable. In addition, the exemptions established in clause 18.2 above can be separated from the other provisions of these T&C and will continue to be valid and enforceable, except as otherwise prohibited by applicable law.
19.1. The Contributor understands and accepts that the network of miners will finally have control of the Smart Contract System or "Smart Contract System" and that most of these miners could agree at any time to make changes in the official Intelligent Contract System or " Official Smart Contract System "and execute a new version of the Intelligent System of Contracts or" Smart Contract System ". Such a scenario could lead to Navibration losing intrinsic value in its project and not being able to carry out its roadmap and fulfill all its business objectives.
19.2. We may modify these Terms and Conditions, even when there are changes in the intended functionality of the NAVI or as required by laws or regulatory requirements to which we are subject. If we make any changes to these T&C, we will post a notice along with the updated T&C on our website and change the "Last updated" date at the top of these T&C. Any modified T&C will become effective immediately after the publication of the notice and updated T&C on our website. It is your responsibility to periodically check these notices and the updated Terms and Conditions on our website.
19.3. If any term, clause or provision of these T&C is found to be illegal, void or unenforceable (in whole or in part), such term, clause or provision may be separated from these T&C without affecting the validity or enforceability of any part remaining of that term, clause or provision, or any other term, clause or provision of these T&C, which shall remain in full force and effect.
19.4. These T&C constitute the entire agreement between the Parties in relation to their subject. These T&C replace and extinguish each and every one of the previous agreements, draft agreements, agreements, warranties, declarations, guarantees, representations and commitments of any nature made by, or on behalf of the Parties, whether oral or written, public or private, in relation to that topic.
19.5. You acknowledge that by accepting these T&C, you have not relied on oral or written statements or undertakings that have been made by or on behalf of Navibration in connection with these T&C at any time prior to your present acceptance ("Pre-contractual Declarations"), other than to those established in these T&C. You hereby waive any and all rights and remedies that would otherwise be available in connection with such pre-contractual statements.
19.6. Nothing in these T&Cs will be deemed to create any form of association, joint venture or any other similar relationship between you and Navibration and / or other persons or entities involved in the development and deployment of the Smart Contract System or "Smart Contract System" and / or the Navibration Experiences Platform.
19.7. The Company shall not be responsible or liable for any breach of these T&C, for any error or delay in compliance or execution of any term of these T&C when and to the extent that such error or delay is caused by or results of acts that are beyond the reasonable control of the affected party, including, among others: (a) floods, fires, earthquakes or explosions; (b) war, invasion, hostilities (declared or not war), threats or terrorist acts or other civil disturbances or causes of force majeure; (c) Law; or (d) action of any governmental or regulatory authority.
19.8. Subject to clause 18.1, these T&C and any dispute or claim arising in connection with its object or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of Estonia.
19.9. The parties irrevocably agree that the Estonian Court System will have exclusive jurisdiction to resolve any dispute or claim arising out of or in connection with these T&Cs or their content or training (including non-contractual disputes and claims).
The activity in the Platform of Navibration Experiences is destined to be carried out mainly with the NAVI. The main objective of NAVI is, therefore, to operate as a 'currency integrated into the application'.
At the protocol level, tokens are required as an incentive for users to create, store and share content for other users. The content of the Navibration audio-guided routes will be created by the users themselves within the Navibration Experiences Platform in a sequence of four steps; Navibration, for its part, will handle the fifth and final step. All the information related to this process is available in the Navibration WhitePaper.
The use of the NAVI will allow the development of an ecosystem in which it is possible to fairly and transparently reward all users of the Navibration Experiences Platform based on their contribution to it. The NAVI will play a key role in the Navibration Platform. Not only will it reward users, they will need to have a set number of NAVIs with a minimum age to enjoy all the features of the Navibration Experiences Platform.
Additional features can be provided by other smart contracts or "Smart Contracts".
[Although the services can be purchased in the Navibration Experiences Platform in fiduciary currency, users will be incentivized to use the NAVI, since there will be lower transaction fees and rewards for making transactions with the NAVI].
The intention is to create an internal economy within the Platform of Navibration Experiences, by which the NAVI will be an integral part that drives this ecosystem. Therefore, the NAVI will circulate continuously within the Navibration ecosystem, passing from one user to another as a means of consideration for the acquisition of goods and / or services.
Linked to the functionality of the "currency integrated into the application", the NAVI will be used to reward users and participants in the Navibration Experiences Platform for contributing to its development, success and growth.
It is anticipated that 300,000,000 NAVI's will be created. 120,000,000 NAVI's will be sold during the sale of Token and 180,000,000 NAVI's will be used as follows:
- 30,000,000 NAVI's will remain in the hands of the development team and advisors, but cannot be withdrawn within a year by "Smart Contract".
- 30,000,000 NAVI's will be dedicated to cover the expenses related to the ICO.
- 45,000,000 NAVI's will be used to support global expansion, future partnerships, unexpected challenges, etc.
- 75,000,000 NAVI's will be established in an intelligent contract or "Smart Contract" that will automatically assign Navibration in the form of incentives ("Rewards") to attract users and creators of content to the Platform of Navibration Experiences. The following non-exhaustive list of activities is indicative of how rewards can be obtained on the Navibration Experiences Platform:
19.9.1.a) Creation of routes of different places all over the world in the Platform of Navibration Experiences;
19.9.1.b) Generation of the content of the route in the Platform of Navibration Experiences;
19.9.1.c) Translation of the content and text of the route whenever necessary in the Platform of Navibration Experiences;
19.9.1.d) Production of audio and voice to the texts and content generated by other users in the Platform of Navibration Experiences;
NAVI is not intended to have functionality or utility outside of the Navibration Experiences Platform. Therefore, the Navibration Experiences Platform will be structured as a "closed system" with respect to the use of the NAVI.
KEEP IN MIND THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF NAVI. AFTER THE CONCLUSION OF THIS ANALYSIS, WE CAN DECIDE TO MODIFY THE PROVISIONAL FUNCTIONALITY OF THE NAVI TO ENSURE COMPLIANCE WITH ALL LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE WILL PUBLISH A NOTIFICATION ON OUR WEBSITE OF ANY CHANGE THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF THE NAVI AND IT IS YOUR RESPONSIBILITY TO VERIFY REGULARLY OUR WEBSITE FOR ANY NOTICE. IN THE CONCLUSION OF THIS ANALYSIS, WE DECIDED TO CHANGE THE FUNCTIONALITY OF THE NAVI OR NOT.
THE COMPANY DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE NAVI, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) TITLE GUARANTEE; OR (iv) WARRANTY AGAINST THE INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER BY LAW, COURSE OF NEGOTIATION, COURSE OF PERFORMANCE, USE OF TRADE OR OTHERWISE. EXCEPT AS EXPRESSLY STATED IN THIS DOCUMENT, THE TAXPAYER ACKNOWLEDGES THAT HE HAS NOT ACKNOWLEDGED ANY DECLARATION OR WARRANTY MADE BY THE COMPANY OR ANY OTHER PERSON ON BEHALF OF THE COMPANY.
1. Risk of software weaknesses: because the NAVI, the "Smart Contract System" and the Platform of Navibration Experiences are based on the Ethereum protocol, any malfunction, breakage or abandonment of the Ethereum protocol may have a material adverse effect on the NAVI, the "Smart Contract System" and / or the Platform of Navibration Experiences. On the other hand, advances in cryptography, advances in the development of quantum computing could present risks for NAVI (including the utility of NAVI to obtain services), the Smart Contract System or "Smart Contract System" and / or the Navibration Experiences platform, by making the cryptographic consensus mechanism that supports the Ethereum protocol ineffective. The concept of "Smart Contract System", the application of the underlying software and the software platform (that is, the chain of blocks of Ethereum) is still in an initial development stage and its total viability has not been demonstrated. There is no guarantee that the process for creating the NAVI will be uninterrupted or error-free and that there is an inherent risk that the software contains defects, weaknesses, vulnerabilities, viruses or errors that cause, among other things, the total loss of contributions and / or the NAVI.
2. Regulatory risk: blockchain technology allows new forms of interaction and it is possible that certain jurisdictions apply existing regulations or introduce new regulations that address applications based on blockchain technology, which may be contrary to the current configuration of the "Smart Contract System" and which may, among other things, result in substantial modifications to the "Smart Contract System" and / or the Navibration Experiences Platform, including its termination and the loss of the NAVI to the Contributor. In addition, the regulation of the proposed activities of the Navibration Experiences Platform is currently uncertain. It is unknown in what regulatory framework the proposed Navibration Experiences Platform and associated activities will be found, the nature and obligations that will be imposed on Navibration to comply with such regulatory framework, be regulated or successfully obtain the necessary licenses so that it can carry Legally carry out your proposed business activities.
3. Risks associated with uncertain regulations and enforcement actions: the regulatory status of the NAVI and the blockchain technology is not clear and is not resolved in most jurisdictions. It is difficult to predict how or if regulatory authorities can apply existing regulation with respect to such technology and its applications, including the Navibration Experiences Platform and the NAVI. It is also difficult to predict how or if the legislative or regulatory authorities can implement changes in the law and regulations affecting distributed block technology and its applications, including the Navibration Experiences Platform and the NAVI. Regulatory actions could have a negative impact on the Navibration Experiences Platform and the NAVI in several ways, including, for illustrative purposes only, the determination that the NAVI is a regulated financial instrument that requires registration or licensing. Navibration may cease to operate in a jurisdiction in the event that regulatory actions, or changes to the law or regulation, make it illegal to operate in said jurisdiction, or commercially undesirable to obtain the necessary regulatory approvals to operate in said jurisdiction.
4. Risk of abandonment / lack of success: the creation and publication of the NAVI and the development of the Navibration Experiences Platform can be abandoned for several reasons, including lack of interest on the part of the public, lack of funding, lack of commercial success, etc. (e.g. caused by competing projects with Navibration). There is no guarantee that, even if the Navibration Experiences Platform is developed or partially or fully launched, you will receive all the benefits through the NAVIs you have.
5 Risk associated with other applications: the Platform of Navibration Experiences can give rise to other alternative projects, promoted by unaffiliated third parties, under which the NAVI will have no intrinsic value.
6. Risks associated with the NAVI markets: the Company cannot enable or facilitate any secondary negotiation or external valuation of the NAVI. This may restrict the avenues contemplated for using the NAVI within the Navibration Experiences Platform, and thus could create a risk of illiquidity with respect to any NAVI that it possesses. Even if secondary negotiation of the NAVI is facilitated by third party exchanges, such exchanges may be relatively new and are subject to little or no regulatory oversight, which makes them more susceptible to fraud or manipulation. In addition, to the extent that third parties attribute an external exchange value to Navibration (for example, as it is denominated in a cryptographic or fiduciary currency), said value can be extremely volatile and decrease to zero. If you are buying NAVI as a form of investment for speculative or other purposes, or for a financial purpose, with the expectation or desire that your intrinsic value or cash equivalent may increase over time, you assume all risks associated with such speculations or actions, and any errors associated with them, and accepts that the NAVI is not offered by the Company or its affiliates on an investment basis. In addition, you acknowledge that any funds you consider to be invested in the Company, the Navibration Experiences Platform or the NAVI will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and will not be guaranteed, for example, by the Estonian Deposit or the Deposit Guarantee Fund in Europe.
7. Risk of losing access to tokens due to loss of private key / s, custody error or your own error : you can only access the NAVI by using an Ethereum wallet with a combination of the Contributor account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and agree that if your private key or password is lost or stolen, the NAVI obtained associated with your Ethereum wallet address may be unrecoverable and permanently lost. In addition, any third party that gains access to your private key, even when accessing the login credentials related to your Ethereum wallet, may improperly take over your NAVIs. Any error or malfunction caused by or related to the digital wallet or the system you choose to receive and store the NAVI, including your own inability to maintain or properly use such a digital wallet, may also result in the loss of your NAVIs.
8. Theft risk: the concept of "Smart Contract System", the underlying software application and the software platform (i.e., the chain of blocks of Ethereum) may be exposed to attacks by hackers or other persons included, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any of these successful attacks could result in theft or loss of contributions or NAVIs, adversely affecting the ability to develop the Navibration Experiences Platform. In addition, because the Navibration Experiences Platform is based on open source software, there is a risk that a third party or a member of the Navibration team may introduce intentional weaknesses in the central infrastructure of the Navibration Experiences Platform, which could adversely affect the Navibration Experiences Platform and the NAVI.
9. Risk of Ethereum mining attacks: as with other cryptocurrencies, the chain of blocks used for "Smart Contract System" is susceptible to mining attacks, including, among others, double-spending attacks, attacks of majority mining power, attacks of "selfish mining" and rare condition attacks. Any successful attack presents a risk to the Smart Contract System, the proper execution expected and the sequence of token transactions. You understand and agree that the network of miners will ultimately control the delivery of NAVIs through the Smart Contract System, and that most miners may agree at any time to make changes, updates, modifications or effect an elimination or destruction of the Smart Contract System or "Smart Contract System", and that such scenario could lead to the NAVI losing value and / or intrinsic functionality.
10. Incompatible wallet service risk: the wallet or portfolio service provider used to receive the NAVI must comply with the ERC20 token standard to be technically compatible with the NAVI. Failure to guarantee such compliance may result in the Contributor not gaining access to their NAVIs.
11. Risk of hard-fork: the Platform of Navibration Experiences must undergo substantial development work, as part of which may be subject to important conceptual, technical and commercial changes before publication. As part of the development, an update to NAVI's (NAVI's hard-fork) may be required and, if you choose not to participate in the update, you may no longer be able to use your NAVIs and any outdated NAVIs may lose your functionality in its entirety.
12. Risk of uninsured losses: unlike bank accounts or accounts at other financial institutions, Navibration does not have insurance unless you specifically obtain private insurance to insure them. Therefore, in case of loss or loss of utility value, there is no public insurer or private insurance contracted by us to offer you a recourse.
13. Risks derived from taxes: the fiscal characterization of the NAVI is uncertain. You should seek your own tax advice in relation to the acquisition, storage, transfer and use of the NAVI, which may have adverse tax consequences for you.
14. Risk of an unfavorable fluctuation of Ethereum and other value of the currency: Navibration intends to use the contributions received to finance the development of the Platform of Navibration Experiences and other operating expenses. The contributions received will be denominated in USD and can be converted into other cryptographic and fiduciary currencies. If the value of USD or other currencies fluctuates unfavorably during or after the Contribution Period, Navibration may not be able to finance the development of the Navibration Experiences Platform, or may not be able to maintain it, in the manner it intended.
15. Risk of dissolution of the company or network: it is possible that, due to any number of reasons, including, among others, an unfavorable fluctuation in the value of ETH (or other cryptographic and fiduciary currencies), the decrease of the NAVI and its Due to the negative adoption of the Navibration Experiences Platform, the failure of commercial relationships or intellectual property challenges, the Navibration Experiences Platform may not be viable to operate and the Company may be dissolved.
16. Risks derived from the lack of government rights: given that NAVI does not confer any kind of governance right in the Navibration Experiences Platform or Navibration, Navibration will make all decisions related to the Navibration Experiences Platform or the NAVI to its exclusive and absolute criteria, including but not limited to decisions to continue the Navibration Experiences Platform, or sell or liquidate the NAVI. These decisions could adversely affect the Navibration platform and / or the NAVIs you own.
17. Risks associated with the development and maintenance of the Navibration Experiences Platform: the Navibration Experiences Platform is still under development and may undergo significant changes over time. Although we intend that the NAVI and the Navibration Experiences Platform operate as described in Annex 1, and we intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the NAVI or the platform. In addition, we have no control over how other participants will use the Navibration Experiences Platform, what products or services will be offered through the Navibration Experiences Platform by third parties, or how third-party products and services will use the NAVI (if they do so). This could create the risk that the Navibration Experiences Platform or the NAVI, developed and maintained to a greater extent, does not meet your expectations at the time of purchase. In addition, despite our good faith efforts to develop and participate in the Navibration Experiences Platform, it is still possible for the Navibration Experiences Platform to experience malfunctions or not be developed or maintained properly, which may have a negative impact on the Platform of Navibration Experiences and the NAVI, and the potential usefulness of the NAVI, including the utility of the NAVI to obtain services and / or offer rewards and / or to be used in the manner intended at the time of the Token Sale.
19. Risk of competing platforms: it is possible that alternative platforms using the same open source code and the same protocol underlying the Platform of Navibration Experiences will be established and try to provide services that are materially similar to the services offered by or within the Navibration Experiences Platform. The Navibration Experiences Platform can compete with these alternatives, which could have a negative impact on the Navibration Experiences Platform and the NAVI, including the utility of the NAVI for obtaining services offered by or within the Navibration Experiences Platform.
20. Unforeseen risks: cryptographic tokens such as NAVIs are a new and unproven technology. In addition to the risks set forth in this Schedule 2, there are other risks associated with your acquisition, storage, transfer and use of NAVIs, including those that Navibration may not be able to anticipate. These risks may materialize even more as unforeseen variations or combinations of the risks established in this Annex 2.
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