Legal

TERMS OF SERVICE

INDEX

1. Introduction

2. Definitions

3. Users Obligations

4. Dispute with Others

5. Company Rights

6. Limits on Icofunding’s Obligations

7. Disclamers; Limitations; Waivers of Liability

8. Term and Termination of the Agreement

10. Privacy Policy

11. Observations

CONTENT

1. Introduction

Icofunding is a Platform designed to help startups create and manage their own Token Sales or Initial Coin Offering (ICO). Icofunding also provides Services to the Token Buyers whereby controls are set to monitor ICOs in accordance with the Initial established goals.

Users of this Platform are able to create an account in order to launch their own Token Sale as ICO Launcher, or to purchase Token issued through a Token Sale, as Token Buyers.

By using Icofunding, as ICO Launcher or Token Buyer, including by simply navigating through the website, you agree that you and any person you allow to access the Platform through your account, will abide by this Terms and Conditions (the “Agreement”), which is set forth in its entirety below.

This Agreement is between you and Icofunding S.L. (hereinafter, we, Icofunding, the Platform or the Company). This Agreement sets the conditions of your access to the Platform and use the Services and websites offered by the Company (the “Services”). Your access to and use of the Services are subject to your acceptance of and compliance with this Agreement. For more information, see Section Functioning of the Services.

Specific or technical terms used herein are defined in Section Definitions of this Agreement.

This Agreement sets forth terms on which ICO Launchers interact with Token buyers through the Platform.

ICO LAUNCHERS:: If you are an ICO Launcher, you could upload information about your project, such as your business plan, Token features, roadmap, team info, among others to our Platform https://icofunding.com - The “Site”.

TOKEN BUYERS: Token Buyers must understand the risk of buying Tokens of early stage companies, including the possibility of loss and long period illiquidity. As Token buyer, you may participate in one of the Token Sales or Initial Coin Offerings through the Platform.

GENERAL USERS: Certain parts of the Site will be visible to users who have not signed up. Those users, nevertheless, are bound by this Agreement.

2. Definitions

A. “Blockchain” means a distributed ledger, made of chains of data blocks designed to avoid the possibility of modification. Once a data item has been time-stamped by a participant that is trustworthy it is itself connected to a previous block. For this reason, it is especially suitable to store data organized in time eliminating the possibility of modification or revision. There are several aspects involved in the process:

• Data storage: It is achieved through the replication of the blockchain.

• Data transmission: It is achieved through peer-to-peer.

• Data confirmation: It is achieved through a consensus process among all the participating nodes. The type of algorithm that is most often used is the one that provides a “proof-of-work”, where there is an open, transparent and competitive process to validate the new blockchain block, referred to as “mining”.

B. “Community Rules”: Participants in the Icofunding community will not, in connection with the Services:

ii. Use any profane, obscene, pornographic or otherwise objectionable content or language;
iii. Promote or describe how to perform violence, illegal drug or substance abuse, or any other illegal activity;
iv. Violate the personal, privacy, contractual, intellectual property or other rights of any person;
v. Reveal, with respect to personal or privacy rights, any personal information about another individual, including an address, phone number, email address, credit card number or other information that could be used to track, contact or impersonate that individual;
vi. Violate this Agreement or any law, rule or regulation;
vii. Trick, defraud, deceive or mislead the Company or other users, such as by submitting false reports of abuse or misconduct to the Company’s support services, disguising the source of materials or other information you submit to the Services or using tools which anonymize your Internet protocol address to access the Services;
viii. Interfere with or disrupt (or attempt to interfere with or disrupt) access and enjoyment of the Services of other users or any host or network, including, without limitation, creating or transmitting unwanted electronic communications such as “spam” to other users, overloading, flooding or mail-bombing the Services, or scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services;
ix. Disparage, tarnish or otherwise harm, in the Company’s opinion, the Company and/or the Services;
x. Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, such as viruses, worms, Trojan horses, spyware, adware or any other malicious or invasive code or program;
xi. Reverse engineer, decompile, reverse assemble, modify or attempt to discover or copy any software, source code or structure that the Services utilize to generate web pages or any software or other products or processes accessible through the Services;
xiv. Remove, obscure or change any notice, banner, advertisement or other branding on the Services;
xv. Submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;
xvi. Interfere with or circumvent any security feature of the Services or any feature that restricts or enforces limitations on use of or access to the Services, such as probing or scanning the vulnerability of any system, network or breach; or
xvii. Sell access to the Services or any part thereof other than through a mechanism approved by the Company.

C. “Content” means any information, text, graphs or other materials uploaded, downloaded or otherwise appearing on the Services. You retain ownership of all Content you submit, post, display or otherwise make available on the Services.

D. “Cryptocurrency” means digital medium of exchange that uses the blockchain technology to work (i.e. Bitcoin or Ether).

E. “ERC20 (Token Standard)” means standard that describes the functions and events that a Token issued in the Ethereum network requires. In particular, as follows:

// https://github.com/ethereum/EIPs/issues/20

contract ERC20 {
  function totalSupply() constant returns (uint totalSupply);
  function balanceOf(address _owner) constant returns (uint balance);
  function transfer(address _to, uint _value) returns (bool success);
  function transferFrom(address _from, address _to, uint _value) returns (bool success);
  function approve(address _spender, uint _value) returns (bool success);
  function allowance(address _owner, address _spender) constant returns (uint remaining);

  event Transfer(address indexed _from, address indexed _to, uint _value);
  event Approval(address indexed _owner, address indexed _spender, uint _value);

}

F. “Ether” means Internal cryptocurrency of the Ethereum network. It´s a decentralized cryptocurrency required to execute Ethereum Smart Contracts.

G. “Ethereum” means decentralized Platform that allows the creation of Smart Contracts between peers. Any developer can create and publish distributed applications that perform Smart Contracts. Ethereum is the Platform used to execute them.

H. “ICO” or “Token Sale” means methodology that allows companies to pre-sell goods or services through the sale of Tokens in a Blockchain (Ethereum in the case of Tokens designed by ICOFUNDING). Said tokens represent the right to receive those goods and services.

I. “Pre-ICO” means process of sale of Tokens that precedes an ICO, it normally involves a discount in the acquisition price of said Tokens.

J. “Smart Contract” means tool that allows the autonomous and automatic execution of one or several terms of a contract, as long as these are objective through Boolean logic.

K. “Token” means representation of a record on a distributed ledger (Blockchain).

L. “Token Sale” means public process for the sale of Tokens, normally used as a synonymous to ICO.

M. “P2P” means computer network where all or several aspects of the network work without fixed clients or servers, but using a series of nodes that act as pairs with each other. That is to say, they act simultaneously as clients and servers with respect to the other nodes of the network. P2P networks allow the direct exchange of information, in any format, between two computers that are interconnected.

3. Users Obligations

A. To use the Service diligently.

This means you are making the following statements

i. Requirements to use the Platform and Icofunding’s Services:
b. That you have the right, capacity and are enabled to enter into this Agreement, on your own behalf or any entity for whom you are acting and to comply with any and all terms and conditions stated herein, and that if any aspect of your participation in Icofunding violates any law to which you are subject to, you will cease using the Platform and it Services and close your account;
c. That you shall not use a fake name or email address owned or controlled by another person trying to impersonate that person or any other reason; or that you shall not use a User ID name subject to any rights of a person other than yourself without authorisation.
d. That you will update your account information with Icofunding.
ii. Regarding the use of Content and information.
a. That you will only provide us with Content and Information that you have right to provide and allow us to display the referred content and information.
b. You own and/or control all rights in and to the Content and Information, and the right to grant all of the rights and licenses in these Terms and Conditions, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity;
c. That you have rights to all copyrights, trademarks, trade secrets, IP or other material provided by you for display in the Platform.
d. That you understand that your Content and Information may be republished and if you do not have the right to submit Content and Information for such use, it may subject you to liability. Icofunding will not be responsible or liable for any use of your Content and Information by Icofunding according to this Agreement;
e. That you understand that Icofunding do not guarantee the completeness, truthfulness, accuracy or reliability of any Content, Information or communications posted on the Site;
a. You will only buy Tokens in Token Sales showed through the Platform after carefully reviewing the Terms of the Token Sale, organizational documents as well as any information provided through the Site after you have reviewed and understand the risks found there;
b. You will use your own judgement before making any decision to buy Tokens involving what is a material amount of money;
c. That you will be responsible for complying with applicable law regarding any Token Purchase or Token Sale, including without limitation the determination of whether any Token Purchase complies with the terms of local law, whether the law of any country with jurisdiction over you or any Token Buyer.
iv. You guarantee not to:
a. Violate the Community Rules of Icofunding, as defined in Section “Definitions”
b. Expect Icofunding to evaluate, confirm or stand behind any user’s assertion or recommend any Token Sale;
c. Treat any Content, email or other information you receive by accessing the Platform as a recommendation by Icofunding, an affiliate of Icofunding or any employee, partner, director, representative or other agent of the foregoing (each a “Company Person”) on which you should rely.
d. Use any Content or Information acquired from Company Persons, Token Buyers or ICO Launchers, or otherwise through your use of the Services, for commercial activity outside of the Services, without prior written approval from Icofunding;
e. Claim any right to access, view or alter any source code or object code of Icofunding;
f. Expect Icofunding to market services that might cause Icofunding to have to register as a broker dealer/agent or investment adviser with any Public Authority in any jurisdiction or to be treated as an underwriter; or
g. To market competing services to people identified through Icofunding.

You agree to indemnify Icofunding and keep any Company Person harmless from any claim, demand, expenses, costs or fees made by a third party due to or arising from your access to or use of the Services or the violation of this Agreement or any applicable law by you or any third party using your account.

C. Confidentiality.

You agree not to redistribute any information you acquire through the Services and/or the Platform, for which one of the principal purposes is to compete with Icofunding. You agree to keep confidentiality with respect to this agreement, and the terms agreed between Icofunding and the User, and specially the economic terms herein.

D. Other Obligations

i. To grant Icofunding a limited, non-revocable license to publish all Content and Information.
ii. To acknowledge that Icofunding or any other party are not obligated to pay you any compensation with respect to your activities on Icofunding.

E. APIs.

We may make available one or more APIs for interacting with the Services. Your use of any Icofunding API on the Site is subject to this Agreement and the Icofunding API Rules, which will be posted before we make these APIs available (and which will then become part of this Agreement).

4. Dispute with Others

Icofunding has the right to manage disputes between you and other users in the context of your use of the Services, with no obligation on that regard.

5. Company Rights

i. Right to Control Content.

Icofunding may, but is not required to, monitor or control the Content posted via the Services.

ii. Right to Discontinue the Services

Icofunding has the right to discontinue the Services or to change the Services in any way and at any time, with or without notice to you, without liability.

iii. Right to End User Access

Icofunding has the right to end your access to the Services without notice.

We may delete your account for any reason, and if we delete your account you will lose all access to any information, connections or other features that may have been associated with your account.

iv. Right to refuse or Cancel Registration

Icofunding has the right to deny registration or cancel an user account for any reason. Icofunding also has the right at all times to remove or refuse to distribute content on the Services and to terminate users and reclaim user names.

Icofunding also has the right to access, read, preserve, and disclose any information if it is necessary to

v. User Acknowledgement

You agree that Icofunding is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content. By using the Services, you agree that notice to you through an email to the email address you provided in your profile constitutes notification of any removal or disabling if such notice is required.

6. Limits on Icofunding’s Obligations

A. Verifying Due Diligence

We are not obligated to practice due diligence on ICO Launchers, Token Buyers or other users or verifying any representations, materials or information provided by them.

B. Verifying Accredited Investors

As Icofunding IS NOT AN INVESTMENT PLATFORM, we are not responsible for verifying that any Token Buyer is accredited, is a Qualifyed purchaser or authorized or appropriate to participate in an ICO or Token Sale, or for determining whether any use of Icofunding constitutes a general solicitation of securities under the securities laws of any jurisdiction.

C. Confidentiality

We are not obligated to maintain the confidentiality of any Content of information you give to us, unless there is a Non-Disclosure Agreement signed between you and Icofunding.

D. Verify Advertisement Accuracy

The Services may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in an advertiser’s or sponsor’s Content.

7. Disclamers; Limitations; Waivers of Liability

B. Icofunding is not liable for any temporary or permanent anomaly or malfunction of the Ethereum blockchain network or any software used to interact with the referred network. In this sense, Icofunding will not be liable for potential “hacks” or thefts that could take place, either in the network or from the virtual wallets of the users, or from the hosts of said virtual wallets.

C. As Icofunding shall not at no time have direct or indirect control of the funds received by any ICO Launcher from any sale of Tokens, Icofunding will not be responsible in any way for the tax and anti-money laundering compliance obligations derived from said funds.

D. ICO Launchers will not in any case be responsible for the tax compliance, anti-money laundering compliance or any other regulation that may be applicable to the users of the Services.

8. Term and Termination of the Agreement

A. Unless terminated by Icofunding, this Agreement will remain in full force and effect while you use the Services.

B. Subject to the last sentence of this Section, you may terminate this Agreement at any time by deleting all Content you have provided to Icofunding and ceasing to use the Services.

C. The Company may terminate this Agreement at any time, particularly if you are suspected of violating any provision of this Agreement.

Icofunding respects intellectual property rights and expects its users to do the same. If you are a copyright holder, or its agent, and you believe that any of the copyrighted material which is directly available via the Service infringes your copyrighted work, please let us know.

Please write to support@icofunding.com to submit a notice of alleged copyright infringement. Alternatively a notice of alleged copyright infringement may be sent to Icofunding’s designated copyright agent at the following address:

Icofunding SL. Calle Cristobal Bordiú 13, Entreplanta B Madrid, 28003, Spain

A notification of alleged copyright infringement must be addressed to Icofunding as listed above. Please include as much detail as possible to allow us to identify the facts or circumstances, including, where possible:

Copyright © 2017 Icofunding S.L. All rights reserved.

10. Privacy Policy

Please review our Privacy Policy to understand how we collect information about companies and individuals through our Platform and Site.

Icofunding can modify or update the Privacy Policy from time to time and you should review this page and the Privacy Policy link periodically. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use and Privacy Policy. If you do not agree to any of these terms or any future Terms and Conditions or Privacy Policy terms, do not use or access (or continue to access) the Service.

11. Observations

A. Functioning of the Services

The Company operates and controls the Services from its offices in Spain. The Company makes no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so at their own risk and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

B. Amendments to this Agreement

We may amend this Agreement at any time in our sole discretion, effective upon posting the amended Terms and Conditions at the domain of https://icofunding.com where the prior version of this Agreement was posted or by communicating these changes through any written or other contact method we have established with you. Your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement.

C. Waiver and Severability

i. The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain users than it does against users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.
ii. You and the Company agree that if any portion of this Agreement, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect.

C. Relationship with Third Parties

This Agreement is between you and the Company. No user has any rights to force the Company to enforce any rights it may have against you or any other user.

D. Prohibition of Assignment

You may not assign this Agreement without the Company’s prior written consent.

E. Jurisdiction and Govering Law

The applicable legislation to this Agreement and any conflict related to this shall be ruled under Spanish legislation. Renouncing any other jurisdiction that could correspond to them, the parties submit to the courts of Madrid (Spain), to resolve any differences that may arise in the interpretation or implementation of this agreement.

And in proof of their compliance, sign the present Agreement, the Spanish version being the only one valid and the English a non-binding translation, in duplicate and to a single effect, in the place and date above indicated.

The Services are operated and provided by Icofunding S.L., of Spanish nationality, with address to professional effects at c/ Cristobal Bordiú 13, Estreplanta B, 28003, Madrid (Spain), registered with Fiscal Identification Number (CiF) B-87890588. For any contact or communication related to this Agreement, please write to info@icofunding.com. All notifications in connection with this agreement must take place in writing. Instruction verbally communicated shall be confirmed in writing.

Last updated: Sept 28, 2017 · Icofunding and Coin Governance System are a trademarks of Icofunding S.L.

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