Please read the following Terms and Conditions carefully. If you do not agree to all of these terms, please do not use this Website or any information, links or content con-tained on this Website, do not use any documents and information sent to you by the PronCoin Project and do not participate in the Token Sale of the PronCoin Project. Your access to and use of this Website, PronCoin Project Token Sale and PronCoin Project’s documents constitutes your acceptance of and agreement to abide by each of the terms set out below.
1. Introductory Provisions and Definition of the Terms Used
These General Terms and Conditions (hereinafter referred to as Terms of Sale or Terms) apply to the terms of sale of PronCoin Project (hereinafter re-ferred to as PronCoin).
1.1. Token Sale Organizer: The organizer of the Token Sale is PRON COIN LTD, Suite 48 88-90 Hatton Garden EC1N 8PN, London, United Kingdom.
1.3. Backer: A natural or legal person that backs PronCoin Project by acquiring PronCoin tokens from the PronCoin Project Presale/ Token Sale by exchanging cryptocurrencies for PronCoin Tokens.
1.4. PRON Token: A cryptocurrency Token called a PRON Token, or short, PRON issued by the Token Provider – PronCoin Project (hereinafter referred to as token or PRON).
1.5. Cryptocurrency: A cryptocurrency (or crypto currency) is a digital asset de-signed to work as a medium of exchange using cryptography to secure the transac-tions and to control the creation of additional units of the currency (source: https:// en.wikipedia.org/wiki/Cryptocurrency ).
1.6. Ether: A Token Coin of the Ethereum blockchain called ether (source: https:// en.wikipedia.org/wiki/Ethereum#Ether).
1.7. Bitcoin: A Token Coin of the Bitcoin blockchain called bitcoin (source: https:// en.wikipedia.org/wiki/Bitcoin).
1.8. Ethereum platform: is an open-source, public blockchain, based on distribut-ed computing platform featuring smart contract (scripting) functionality (source: https://en.wikipedia.org/wiki/Ethereum).
1.9. Presale: The timeline before the Token Sale starts when only invited Backers can acquire PRON Tokens with minimum payment of $100.000.
1.10. Hard Cap: The Maximum Value of Crypto Currencies collected from Backers in the PronCoin Project Token Sale.
2. Website and Other Materials
2.1. Details about PronCoin Project are available on the Website, which shall form an integral part of these Terms. The Backer agrees not to copy any information from the Website without the permission of the PronCoin Project except information for personal non-commercial use.
2.2. PronCoin project has also prepared a White Paper which describes PronCoin Project thoroughly and it is available on the Website (hereinafter referred to as the White Paper). The White Paper shall form an integral part of these Terms. In case of any discrepancy between the provisions of these Terms and the provision of the White Paper, the provisions of the Terms shall prevail.
3. Presale, Token Sale and Return of the Funds
3.1. PronCoin Project shall be financed by funds raised by Backers by means of the Pre-sale and Token Sale.
3.2. Presale is the process of Token Sale that happened prior to official Token sale. Backers are offered pur-chase under specified conditions and at PronCoin project discretion.
3.3.The Hard Cap is set in at the value of USD 6,9 million (as defined in the White Paper, PRON token price and Supply) .
3.4. The Presale starts on December 23rd 2017 at 00.00 (GMT+1) and shall continue until Token Sale starts.
3.5. The Token Sale shall start on January 1st, 2018 at 00.00 (GMT+1) and shall continue un-til March 21st 2018 at 24.00 (GMT+1). In any case, the Token Sale immediately stops once the Hard Cap has been reached.
3.6. Presale Backers are entitled to 20% presale bonus.
3.7. During the Token Sale there will be additional bonuses in diffrent time periods. January 1st 2017 - January 6th 2018 - 15% Extra Token Bonus; January 7th 2018 - January 21st 2018 - 12% Extra Token Bonus; January 22nd 2018 - 5th February 2018 - 9% Extra Token Bonus; February 6th 2018 - 20th February 2018 - 6% Extra Token Bonus; February 21st 2018 - March 7th 2018 - 3% Extra Token Bonus; March 8th 2018 - March 21st 2018 - 0% Extra Token Bonus.
3.8. In addition to the provision set herein, the Token Sale shall be governed by the provisions of the White Paper, PRON Price and Token Supply.
3.9. In the Token Sale phase, Bitcoin and Ether will be ac-cepted for the exchange of PRON Tokens.
4. Acceptance of the Terms
4.1. By inputting Backer’s data in the Website form and sending it to the PronCoin Project by pressing a button, the Backer confirms that they have thoroughly read and fully understood each and every provision of these Terms, which are effective and binding on both Parties.
4.2. By accepting these Terms, and provided that the other conditions set out hereunder have been met, the Backer enters into a binding contract with the PronCoin project.
5. Creation of PRON Tokens
In exchange for the funds received during the Presale and Token Sale, and based on the value thereof, the PronCoin Project shall create 6.900.000.000 PRON tokens in a single token creation event and only once.
6. Token Distribution
6.1. The created PRON Tokens shall be distributed among the Backers and other persons as set forth in the White Paper, Token Sale Distribution.
6.2. Each individual Backer shall receive only the corresponding number of PRON Tokens, based on the value of the funds paid in presale and in the equivalent of 1 PRON per USD 0.069 with 20% bonus. In the official Token Sale value of the funds paid will be equivalent of 1 PRON per USD 0.069 and different bonuses shown in Token Sale - Bonus Scale . For the avoidance of doubt, only the funds received in accordance with the provisions of these Terms shall count towards the calculation.
6.3. The value of a Token will be calculated at the time Backer’s transaction is confirmed on the network, taking the exchange rate of USD at CoinDesk at the time of confirmation for the corresponding cryptocurrency.
7. Acquisition of PRON Tokens
7.1. PRON Tokens allocated to each individual Backer in accordance with the provi-sions of these Terms shall be sent by the PronCoin Project to the wallet provided by the Backer. Such wallet shall be compatible with Ethereum tokens (ERC20 stan-dard): MyEtherWallet, MetaMask, Mist, Parity and similar.
7.2. The allocated PRON Tokens shall be ready for transfer to the Backer’s wallet ad-dress in 15 days after end of the Token Sale. However, the PronCoin Project reserves the right to postpone allocation if additional checks and safeguards are needed prior to allocation and to ascertain such transfer to be technically plausible and secure.
7.3. The Backer shall receive instructions how to claim PRON purchased.
PronCoin Project Timeline is set out in the White Paper. This Timeline is set out on a “best-effort” basis to predict future work and phases; however, given that it is almost impossible to exactly predict future events and development, the PronCoin Project re-serves the right to adjust the Timeline to future business developments.
9. Cancellations and Refund Policy
The Backer acknowledges that all token exchanges are final and that the PronCoin Project is not obligated to refund or compensate in lieu of any token exchanges for any reason. The Backer has no right to withdraw from the Token Sale or cancellation of the token exchange.
10. Privacy and Data Protection Policy
10.1. The Backer is responsible for themselves and for their responsible persons for the confidentiality, protection and use of access passwords, user names and other data.
10.2. The Backer is responsible for the actions of their responsible persons as if they were their own.
10.3. The PronCoin Project and the Backer are obligated to protect all data concern-ing the other contracting party which they obtain through or in relation to their cooperation, as a business secret, during their cooperation and for at least three (3) years after the termination of the validity of the contractual relationship.
10.4. The information, which is a business secret, must not be used by the con-tracting parties on their own or with others for purposes beyond the contractual relationship, and must not be submitted to third parties or enable third parties to be acquainted with it. The prohibition of the submission information to third par-ties does not apply to the PronCoin Project where and to the extent it is necessary to provide services as per the concluded contractual relationship.
10.5. In no case may the Backer make a press statement using data that are con-sidered a business secret, except with the prior written consent of the PronCoin Project.
10.6. The Backer agrees that the PronCoin Project or a third party may send email notifications related to the operation of the services and delivery and their capac-ities, upgrades referring to the services, changes or amendments to these Terms, campaigns or benefits in using the services and deliveries, as well as other ser-vice-related messages. The Backer agrees that these notifications may also in-clude commercial messages (ads) from the PronCoin Project or third parties.
10.7. The Backer agrees that the PronCoin Project sends them electronic messages to its email address entered upon registration, and to keep and process the data on the Backer in the way determined in this Article.
10.8. The Backer understands and agrees that in terms of sent email notifications, the PronCoin Project may record the data on the Backers who read a specific email message and the data on the online links in the respective message the Backers opened (clicked). The Backer agrees that the PronCoin Project may use the data thus obtained to adjust offers and/or contents of future email notifications sent to a specific Backer.
10.9. The Backer agrees that the PronCoin Project may use all the data gathered within the scope of implementing the services and deliveries for the Backer for its own needs without limitations, including market analyses and the adjustment of products and services to the findings of the analyses.
10.10. The Backer explicitly allows PronCoin Project to send information, notifi-cations and survey questionnaires directly or indirectly related to the PronCoin Project services to the Backer’s email address during the contractual relationship until the cancellation or opting-out of receiving these kinds of notifications.
10.11. The Backer agrees that for the purposes of its operation, the PronCoin Project shall gather and process the personal data of its contact persons who communicate with the PronCoin Project with regard to services and deliveries.
10.12. The contracting parties undertake to protect the personal data of employees and contractual workers of other contracting parties or related data as per the EU’s General Data Protection Regulation (GDPR).
10.13. You must immediately update and inform us of any changes to your User Content by updating your personal data by contacting us over email.
11. Warranties and Disclaimers
11.1. The PronCoin Project does not make and expressly disclaims any warranties, expressed or implied, neither during crowdsale, sale, in relationship towards the Backer or in general.
11.2. The PronCoin Project does not warrant that PRON Tokens or the process of crypto-currency transactions and receiving PRON Tokens will be uninterrupted or flawless and that the exchange of PRON Tokens will result in receiving PRON Tokens by the Backer, and also do not warrant the ability of anyone to exchange cryptocurrencies or use PRON Tokens. The Backer acknowledges that they might lose the entire amount they paid to the PronCoin Project.
11.3. The Backer expressly acknowledges, understands and agrees that they are exchanging cryptocurrencies and acquiring PRON Tokens at their sole risk and that the PRON Tokens are each provided, used and acquired on an “as is” and on an “as available” basis without representations, warranties or guarantees by the PronCoin Project.
11.4. The Backer will implement all reasonable, appropriate and sufficient mea-sures designed to secure access to: (a) any device associated with the Backer and utilized in connection with the acquisition of PRON Tokens; (b) any private keys or access passwords to the Backer’s accounts and wallets; and (c) any other username, pass-words or other logins or identifying credentials. In the event that the Backer is no longer in possession of the Backer’s private keys or any device associated with the Backer’s wallet or is not able to provide the Backer’s login or identifying creden-tials, the Backer may lose all of the PronCoin Project PRON Tokens and/or access to the PronCoin Project or Backer’s account. The Backer is under no obligation to recover any PRON Tokens and the Backer acknowledges, understands and agrees that all acquisi-tions of PRON Tokens are non-refundable and non-irreversible.
11.5. The Backer must provide digital wallet address that supports the PRON Token. If the Backer sends to the PronCoin Project digital wallet address that is not an Ethe-reum compatible wallet or the Backer sends a wrong wallet address, the Backer may lose all the PRON Tokens sent to this address.
11.6. The Backer is only allowed to acquire the PRON tokens if and by acquiring the PRON tokens they covenant, represent, and warrant that they are neither a citizen, resident or tax resident nor have a primary residence or domicile of a country, state or territory where such rights are prohibited, not allowed as defined by these Terms or re-stricted to the level disadvantageous to the Backer to obey definitions set by these Terms and to enter into the purchase (e.g. the United States of America, the Dem-ocratic People’s Republic of Korea, Algeria or Myanmar (Burma), Iran). In order to acquire the PRON tokens and by acquiring the PRON tokens the Backer covenants, represents, and warrants that none of the owners or beneficiaries of the company, of which the Backer is an authorized officer, is a citizen, resident or tax resident nor have a primary residence or domicile. Should this change at any time, it must immediately cease its activity and notify PronCoin Project.
11.7. If buying, selling, acquiring and the usage of cryptocurrency and/or PRON Tokens, participation in the Token Sale and/or other transactions indicated in this Terms of Sale and/or the Website, are not legal in your country (whether you are a citizen, a resi-dent and/or a tax resident of that country) and/or such transactions can be consid-ered as securities, securities trading, initial public offering, crowdfunding or simi-lar, you are obliged not to participate in the Token Sale, not to use the Website and not to use or acquire the PRON tokens. Failure to comply with the local laws may result in the loss of your Account and any assets contained within.
11.8. PronCoin Project shall reserve the right to refuse the exchange of funds to PRON tokens, their allocation or distribution to anyone who does not meet the criteria nec-essary for their acquiring, as set out in these Terms, the Website and by the appli-cable law.
11.9. PRON Tokens are not shares of the PronCoin Project. PRON Tokens do not represent own-ership, interests or grant ownership, control or voting rights in the PronCoin Project, nor do they grant any rights to receive a share of the PronCoin Project profit.
11.10. The Website, the White Paper and other materials are prepared for the Backer’s general information only. It is not intended to be a recommendation to participate in the Token Sale and/or to use the PRON Tokens.
11.11. All payments/money transfers the Backer makes will be made only in the Backer’s name.
11.12. The Backer expressly acknowledges, understands and agrees that the Back-er is using the PRON Tokens, the Website and other PronCoin Project documents at the Backer’s sole risk and that the ¸PRON Tokens, the Website and other PronCoin Project doc-uments are each provided, used and acquired on an “as is” an on an “as available” basis without representations, warranties, promises or guarantees whatsoever of any kind by the PronCoin Project and the Backer shall rely on its own examination and investigation thereof.
12. Limitation of Liability
12.1. In no case shall the PronCoin Project be liable for any damage incurred by the Backer in using the PronCoin Project services or in relation thereof, if the damage is a direct or indirect result of:
- the action or omission of the Backer or a person for which the Backer is responsi-ble, or who acts upon the Backer’s authorization or in the Backer’s interest;
- actions of third parties, including the persons who on their own behalf or together with the PronCoin Project provide the operation of an individual service or a part of a service or deliveries;
- force majeure; events that the PronCoin Project could not foresee upon concluding the contractual relationship and which or the consequences of which cannot be avoided are deemed as force majeure; for example, but not exclusively; force ma-jeure includes floods, wars, extraordinary events, demonstrations, instances of civil disobedience, measures of national or local authorities, fire, earthquake, strikes, interruptions to production processes, traffic jams and other cases recognized by case. The Backer explicitly agrees that a long disconnection or disturbances to the power supply, unforeseen hardware or software faults, failures in the telecommu-nication network or disturbances to its access, technical problems of the suppli-ers of products and services required and used by the PronCoin Project shall also be deemed as force majeure; the foregoing events shall be deemed as force majeure even if they stem from the domain of the PronCoin Project.
12.2. In no case shall the PronCoin Project be liable for any indirect damages and for loss of profit.
12.3. In no case shall the PronCoin Project be responsible for any loss, damage or change to the Buyer’s content saved on the PronCoin Project equipment.
12.4. In no case shall the PronCoin Project be liable for damages caused to the Backer by computer malware or other harmful and/or malicious programs or other software or due to breach of the computer or information system.
12.5. The Backer itself is responsible for preparing and saving backups of its data that have been stored on the PronCoin Project servers.
12.6. If in any case the exclusions of liability of the PronCoin Project shall be de-clared void or illegal, then the PronCoin Project liability shall be limited to the maximum extent allowed by the applicable legislation.
12.7. We may display third-party content, advertisements, links, promotions, logos and other materials on our Website (collectively, the “Third-Party Content”) for your convenience only. We do not approve of, control, endorse or sponsor any third parties or Third-Party Content, and we make no representations or warranties of any kind regarding such a Third-Party.
13.1. Token Sales projects are not legally very well regulated yet, and there is a huge absence of legal practice and regulators’ guidance. By participating in PronCoin Project you acknowledge that you have been informed about the following risks associated with PronCoin Project, the Website, the Promotional materials, the PRON Tokens and the Token distribution.
13.2. Risk of losing PRON Tokens if the wrong Wallet Address has been provided. If you send to the PronCoin Project the wrong wallet address or a wallet address that does not support the PRON or you lose your private keys to the wallet address that was sent to the PronCoin Project, it can result in the loss of PRON Tokens.
13.3. Risk of losing PRON Tokens if the provided wallet address does not support Ethere-um platform based Tokens and risk of malfunction of Ethereum Network. If the Backer sends to the PRON Project a digital wallet address that is not an Ethereum compatible wallet or the Backer sends a wrong wallet address, the Back-er may lose all the PRON Tokens sent to this address. There is a possibility that the Ethereum Network (with which PRON Tokens are in interac-tion) malfunctions which can result in a transfer delay or even the loss of PRON Tokens.
13.4. Risk of a Crypto Exchange malfunction The PronCoin project is not and will not be responsible if the Backer is using Crypto or other Exchanges where one can trade with cryptocurrencies and crypto tokens.
13.5. Risk of loss of value Since the value of the PRON Tokens will be determined in the future by demand and sup-ply, the value of the PRON Tokens might fluctuate enormously or even drop to zero.
13.6. Risk of low or no liquidity The PRON Token exchange market price may experience extreme volatility. Cryptograph-ic tokens or cryptocurrencies have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You must be prepared to accept similar fluctuations in the PRON token exchange value. Such fluctuations are due to the market forces and represent changes in the balance of supply and demand. The PronCoin Project cannot and does not guarantee any market liquidity for the PRON. Additionally, due to the different regulatory requirements in different jurisdictions, the liquidity of the PRON Token may be markedly different in different jurisdictions.
13.7. Risk of a hacker attack You understand and accept the risk that hackers or other groups or organizations may attempt to steal PRON Tokens or otherwise interrupt or cancel the PronCoin Project Token Sale, business or usage of PRON Tokens and You acknowledge that any such attempt re-sulting in a theft or loss of PRON Tokens shall not be covered by the PronCoin Project at all times.
13.8. Risk of security weakness in the PRON Tokens’ source code There is a risk of unintended security weakness in the PRON Tokens source code that might result in a loss of PRON Tokens.
13.9. Risk of unfavourable regulatory action Cryptocurrencies are being, or may be, scrutinized by the regulatory authorities of various jurisdictions. PronCoin Project may receive queries, notices, warnings, re-quests or rulings from one or more regulatory authorities from time to time, or may even be ordered to suspend or discontinue any action in connection with the PronCoin Project, as well as be impacted by one or more regulatory enquiries or regulatory actions which could impede or limit the ability of the PronCoin Project to conduct business any further. The development, marketing, promotion or otherwise of the PronCoin Project may be seriously affected, hindered or terminated as a result.
13.10. Risk regarding security regulations There is a risk that in some jurisdictions the PRON Token might be recognized as a Security, or it might be recognized as a Security in the future. The PronCoin Project does not give a guarantee or warranty that PRON Tokens are not a Security in all jurisdictions. Therefore, the PronCoin Project appeals to each Backer to check the legislation.
13.11. Transmission Risk When the PronCoin Project transfers PRON Tokens to the Backer’s wallet address, the transmission can be longer or delayed or can even be unsuccessful or it can result in the loss of PRON Tokens for the Backer.
13.12. Risk of PRON Token price fluctuation Backer should understand and accept that acquiring and the sale of cryptocurren-cies and tokens of any kind (including the PRON) involves risk. Due to the constant price fluctuations, you may increase or lose the value of your assets at any time.
The Backer acknowledges, understands and agrees that: (a) the acquisition of PRON Tokens may have tax consequences for the Backer; (b) the Backer is solely responsible for the Backer’s compliance with the Backer’s tax obligations; and (c) the PronCoin Project bears no liability or responsibility with respect to any tax consequences to the Buyer.
15. Lack of Legal and Tax Regulation Practice
The Backer acknowledges that Legal and Tax regulations regarding blockchain tech-nology and crypto currencies are very limited and insufficient. Thus, the Backer ex-pressly agrees that he has sufficient knowledge and understanding of the risks and merits of blockchain-based systems to make an informed decision to exchange PronCoin Tokens and evaluate the risks of the exchange.
16. Obligation to Comply with the Laws of the Backer’s Jurisdiction
The Backer shall comply with and not break any law in his jurisdiction of residence or nationality by using the PronCoin Project services. The Backer shall be liable for any damage incurred due to a breach of this provision to himself and to the PronCoin Project, shall such acts results in any actions, and shall forfeit exchanged PRON Tokens at the dis-cretion of the PronCoin Project.
The PronCoin Project reserves the right to conduct “know your customer”, due to leg-islation, regulatory or other reason, demand procedure and any other kind of Backer due diligence on you at any time (including after the close of the Token Sale). If the PronCoin Project discovers your acquisition of PRON Tokens is violating this Terms or any anti-money laundering, counter-terrorism financing or other regulatory requirements, your acqui-sition of PRON Tokens under the Presale or Token Sale shall be invalid with retroactive effect and the PronCoin Project shall be entitled to immediately terminate this Agreement (Terms) with you, deny your access to the Token Sale, reject the delivery of any PRON Tokens and request the return of any delivered PRON Tokens, irrespective of any payment that you could have made. You may be required to provide the PronCoin Project with certain personal infor-mation, including but not limited to, your name, surname, address, telephone number, email, date of birth, personal ID, passport, utility bills, proof regarding the source of funds or proof of wealth, video or live identification of the person etc. You hereby authorize the PronCoin Project to directly make any inquiries we consider necessary to verify your identity and/or account information, and request and obtain any consumer report or similar information relating to you and to take action we reasonably deem necessary based on the results of such inquiries.
18. Intellectual Property
The PronCoin Project retains all Intellectual Property rights, interests and titles to the full extent and without limitations. The Backer shall not use or abuse the PronCoin Project Intellectual Property without prior written approval of the PronCoin Project.
19. Governing Law
The PronCoin Project and the Backer shall cooperate in good faith to resolve any dis-pute or claim that might arise out of, relating to or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity or enforceability (thereof the Dispute). The relationship between the PronCoin Project and the Backer is subject to the laws of England and Wales, without the use of substance and procedure in private international law. Disputes between the contracting parties are to be settled by the competent court according to the location of the PronCoin registered office.
20. Force Majeure
Events that the PronCoin Project could not foresee upon concluding the contractual re-lationship and which, or the consequences of which, cannot be avoided, are deemed as force majeure; for example, but not exclusively, force majeure includes floods, wars, extraordinary events, demonstrations, instances of civil disobedience, measures of national or local authorities, fire, earthquake, strikes, interruptions to production pro-cesses, traffic jams and other cases recognized by case. The Backer explicitly agrees that a long disconnection or disturbances to the power supply, unforeseen hardware or software faults, failures in the telecommunication network or disturbances to its access, technical problems of the suppliers of products and the services required and used by the PRON Token shall also be deemed as force majeure; the foregoing events shall be deemed as force majeure even if they stem from the domain of the PronCoin Project.
The determination of any of the provisions of these Terms by a court of competent jurisdiction which shall affect the validity or enforcement of any of the provisions, shall result in a modification of the provision to make it valid and fulfilling the original intent of the Parties to the extent possible. All the transactions shall be performed as originally anticipated to the extent possible.
22. Final Provision
22.1. An email message shall be deemed as a valid form of communication be-tween the contracting parties. This email message must be sent to the email ad-dress stated upon registration or to the email address the contracting party has submitted to another contracting party as per the provisions of these Terms and is verified by the PronCoin Project. At any time and without stating the cause, the PronCoin Project may request the Buyer to confirm the contents of an email via regis-tered post or by any other appropriate means.
22.2. The message is deemed received upon its receipt by the other contracting party. The message is deemed received even if the other contracting party does not receive it and the sending party can prove that the message was sent as per the first paragraph of this Article.
22.3. The Backer guarantees to the PronCoin Project that its property (cryptocurren-cy that he transfers to the PronCoin Project) does not originate and is in no way relat-ed to money laundering, hiding money, tax evasion, terrorism, crime, illicit trade in weapons, drugs, trafficking or other offences and that it fully complies with the legislation in the field of money laundering and terrorism financing prevention.
22.4. The PronCoin Project reserves the right to change any and all provisions of these Terms at any time and without prior notice.
22.5. These Terms shall apply from December 23th, 2017.