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Legal Disclaimer, Risk Disclosure & General Terms
NIL tokens confer no voting rights, ownership of intellectual property, transfer of ownership upon company sale, control of company assets, or any decision-making ability regarding the NIL platform or its operations. NIL tokens are not in any way, either directly or indirectly, considered to be securities.
The user acknowledges, understands, and agrees that NIL tokens are not securities and are not registered with any government entity or regulator as a security, and shall not be considered as such.
NIL is not a security. Ownership of NIL carries no rights, neither express or implied. Purchases of NIL are non- refundable. Investors should have no expectation of influence over governance of the NIL Platform. By participating in the sale of NIL, you expressly acknowledge and represent that you have carefully reviewed the Terms & Conditions and fully understand the risks, costs, and benefits of purchasing NIL and agree to be bound by these Terms & Conditions. As set forth below, you further represent and warrant that, to the extent permitted by law, you are authorized to purchase NIL in your relevant jurisdiction, are of legal age to be bound by these Terms & Conditions, and will not hold liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the sale of NIL, now or in the future, NIL and its affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of NIL or its affiliates.
The purchase of NIL carries with it various risks. Prior to purchasing NIL, you should carefully consider the risks listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, you should not purchase NIL. By purchasing NIL, and to the extent permitted by law, you are agreeing not to hold any of the NIL Team Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of NIL, including losses associated with the risks set forth below.
The purchase of NIL carries with it significant risk. Prior to purchasing NIL, the Investor should carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals before determining whether to purchase NIL. i. It is possible that the value of BTC will drop significantly in the future, depriving NIL Team of sufficient resources to continue to operate.
ii. NIL will be stored in a wallet, which can only be accessed with a password selected by the Investor. If an Investor of NIL does not maintain an accurate record of their password, this may lead to the loss of NIL. As a result, Investors must safely store their password in one or more backup locations that are well separated from the primary location. In order to access one’s NIL, the password that the Investor entered is required; loss of this may lead to the loss of an Investor’s NIL.
iii. Any third party that gains access to the Investor’s Purchase Email may be able to gain access to the Investor’s NIL. The Investor must take care not to respond to any inquiry regarding their purchase of NIL, including but not limited to, email requests purportedly coming from the www.NILtoken.com website or a similar-looking domain.
iv. Cryptocurrencies have been the subject of regulatory scrutiny by various regulatory bodies around the globe. The NIL Platform and NIL Team could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability to continue to develop the NIL Platform.
v. It is possible that the NIL Platform will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the use of peer-to-peer currencies for the use of crypto indexes. Such a lack of interest could impact the development of the NIL Platform. NIL Team cannot predict the success of its own marketing efforts nor the efforts of other third parties. There is no guarantee of revenues or profits resulting from the marketing activities of the NIL Team.
vi. The Investor recognizes that the NIL Platform is currently under development and may undergo significant changes before release. The Investor acknowledges that any expectations regarding the form and functionality of the NIL Platform held by the Investor may not be met upon release of the NIL Platform, for any number of reasons including a change in the design and implementation plans and execution of the implementation of the NIL Platform.
vii. The Investor understands that while the NIL Team will make reasonable efforts to complete the development, it is possible that an official completed version of the NIL Platform may not be released and there may never be an operational or functional NIL Platform.
viii. Hackers or other groups or organizations may attempt to steal the BTC and cryptocurrency revenue from the initial sale, thus potentially impacting the ability of NIL Team to promote the NIL Platform. To account for this risk, NIL Team has and will continue to implement comprehensive security precautions to safeguard the BTC and cryptocurrency obtained from the sale of NIL. Multi-factor security measures will be taken to protect cryptocurrency and NIL including but not limited to physical elements, multi-signature keys, splitting of funds, hot/cold wallet partitioning and diversification. Moreover, regular security audits of hot and cold wallets will be conducted by internal and external teams.
ix. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the NIL Platform, which could result in the theft or loss of NIL. To the extent possible, NIL intends to update the protocol underlying the NIL Platform to account for any advances in cryptography and to incorporate additional security measures but cannot it cannot predict the future of cryptography or the success of any future security updates.
x. As with other cryptocurrencies, the blockchain used for the NIL Platform is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the NIL Platform and expected proper payment operations.
xi. The loss or destruction of a private key by NIL Team used to access may be irreversible. NIL Team’s loss of access to its private keys or a data loss relating to NIL Team could adversely affect the value of NIL Platform.
xii. NIL Platform is a new product, thus contributing to price volatility that could adversely affect the value of NIL. The factors affecting the further development of the digital assets industry, as well as the NIL Platform, include: a) continued worldwide growth in the adoption and use of NIL and other digital assets; b) government and quasi-government regulation of NIL and other digital assets and their use, or restrictions on or regulation of access to and operation of the NIL Platform or similar digital asset systems; c)the maintenance and development of the software of the NIL Platform; d) changes in consumer demographics and public tastes and preferences; e) the availability and popularity of other similar products; and f) general economic conditions and the regulatory environment relating to the NIL Platform and digital assets.
xiii. Intellectual property rights claims may adversely affect the operation of the NIL Platform. Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the NIL Platform’s long-term viability or the ability of end-users to hold and transfer NIL may adversely affect the value of NIL. Additionally, a meritorious intellectual property claim could prevent end-users from accessing the NIL Platform or holding or transferring their NIL.
xiv. Cryptocurrency exchanges on which NIL may trade may be relatively new and largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in NIL trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and can materially and adversely affect the value of NIL. A lack of stability or liquidity in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the NIL Platform and result in greater volatility in the price.
xv. Political or economic crises may motivate large-scale sales of NIL, which could result in a reduction in the price and adversely affect the value of NIL. Digital assets such as NIL, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Large volume sales of NIL would result in a reduction in its price.
xvi. It is possible that a digital asset other than NIL could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for NIL, which could have a negative impact on the use and price of NIL. It is possible that a comparable product could become materially popular due to either a perceived or exposed shortcoming of the NIL Platform that is not immediately addressed by the NIL Team, or a perceived advantage of a comparable product that includes features not incorporated into the NIL Platform. If this product obtains significant market share, it could have a negative impact on the demand for, and price of, NIL.
xvii. NIL transactions are irrevocable and stolen or incorrectly transferred NIL may be irretrievable. As a result, any incorrectly executed NIL transactions could materially and adversely affect the value of NIL. Cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the host blockchain platform. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of NIL or a theft of NIL generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could materially and adversely affect the value of NIL.
xviii. Some NIL tokens may be issued on the Ethereum blockchain. As such, any malfunction or unexpected functioning of the Ethereum protocol may impact the Investor’s ability to transfer or securely hold NIL. Such impact could materially and adversely affect the value of NIL.
xix. It is possible that, due to any number of reasons, including without limitation the failure of business relationships or marketing strategies, that the NIL Platform and all subsequent marketing from the money raised from the same of NIL may fail to achieve success. All Purchases of NIL Are Non-Refundable All purchases of NIL are final. purchases of NIL are non-refundable. by purchasing NIL, the investor acknowledges that neither NIL team nor any other of the NIL team parties are required to provide a refund for any reason, and that the investor will not receive money or other compensation for any NIL that is not used or remains unused.
Team makes no representations concerning the tax implications of the sale of NIL or the possession or use of NIL. The Investor bears the sole responsibility to determine if the purchase of NIL with BTC or the potential appreciation or depreciation in the value of NIL over time has tax implications for the Investor in the Investor’s home jurisdiction. By purchasing NIL, and to the extent permitted by law, the Investor agrees not to hold any of the NIL Team Parties liable for any tax liability associated with or arising from the purchase of NIL. You are solely responsible for determining what, if any, taxes apply to your NIL Token transactions. Neither The NIL Team nor any other party is responsible for determining taxes that apply to NIL Token transactions Privacy
Although NIL Team requires that Investors provide an email address, NIL Team will not publish any identifying information related to NIL purchases, without the prior written consent of the Investor. The privacy of the Investor is not in any way shared with third-party sources. Investors may be contacted by email by NIL Team regarding a purchase. Such emails will be informational only. NIL Team will not request any information from Investors in an email.
The investor expressly agrees that the investor is purchasing NIL at the investor’s sole risk and that NIL is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only to the extent prohibited under applicable law with any legally required warranty period to the shorter of thirty days from first use or the minimum period required). without limiting the foregoing, none of the NIL team parties warrant that the process for purchasing NIL will be uninterrupted or error-free.
The investor acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, NIL or the NIL platform under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the NIL team parties shall be liable for any indirect,incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, NIL. The investor further specifically acknowledges that NIL team parties are not liable for the conduct of third parties, including other investors of NIL, and that the risk of purchasing NIL rests entirely with the investor. To the extent permissible under applicable laws, under no circumstances will any of the NIL team parties be liable to any investor for more than the amount the investor may have paid to NIL team for the purchase of NIL. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in the terms may not apply to an investor. In particular, nothing in these terms shall affect the statutory rights of any investor or exclude injury arising from any wilful misconduct or fraud of NIL team. Dispute Resolution a) NIL Team and Investor (the “Parties”) agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this pre-sale and their respective rights and obligations hereunder arising under this Agreement (a “Dispute”). b) If the Parties, or their designated representatives, are unable to resolve the Dispute within ten (10) business days after referral of the matter to them, the Parties will submit the Dispute for resolution pursuant to paragraph c. of this Section. c) Except with respect to Disputes concerning(i) the right of either Party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm or (ii) any Disputes that may arise in connection with a breach of a Party’s obligations of confidentiality hereunder, if any Dispute is not resolved pursuant to paragraphs a. and b. above, the Parties will, acting reasonably, agree mutually on the forum for resolution of the Dispute by arbitration as set out in this Section. d) After the completion of the procedures set forth in paragraph b. and agreement by the Parties to enter into binding arbitration in accordance with paragraph c. of this Section, either Party may within thirty (30) calendar days refer the Dispute to arbitration by serving written notice of its intentionto arbitrate the Dispute to the other Party. e) The arbitration will be conducted by a single arbitrator to be mutually agreed to by the Parties within three (3) business days following the date of the referral of the Dispute to arbitration.
NIL Team is not liable for failure to perform solely caused by: • unavoidable casualty, • delays in delivery of materials, • embargoes, • government orders, • acts of civil or military authorities, • acts by common carriers, • emergency conditions (including weather conditions), or • any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
These Terms set forth the entire understanding between each Investor and NIL Team with respect to the purchase and sale of NIL. For facts relating to the sale and purchase, the Investor agrees to rely only on this document in determining purchase decisions and understands that this document governs the sale of NIL and supersedes any public statements about the initial sale made by third parties or by NIL Team or individuals associated with any NIL Team parties, past and present and during the initial sale. There are no warranties, representations, covenants, or agreements, express or implied, between the parties except those expressly set forth in this Agreement. This Agreement may only be amended by a written document duly executed by the parties. Severability
The Investor and NIL Team agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely 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 the Terms, which shall continue to be in full force and effect.
The failure of NIL Team to require or enforce strict performance by the Investor of any provision of these Terms or NIL Team’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of NIL Team’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by NIL Team of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by NIL Team shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by the Investor and a duly appointed officer, employee, or agent of NIL Team. Updates to the Terms and Conditions of the NIL Initial Sale
NIL Team reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the NIL website (https://www.NILtoken.com). Any Investor will be deemed to have accepted such changes by purchasing NIL. The Terms may not be otherwise amended except in a signed writing executed by both the Investor and NIL Team. For purposes of this agreement, “writing” does not include an e-mail message and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase NIL.
US Investor Restriction If an Investor is a citizen, tax resident or green card holder of the United States of America (“US Investor”), he/she shall not participate in the offering.
Cooperation with Legal Authorities NIL Team will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions. NIL Team will endeavor to publish any legal enquiries upon receipt.
NIL Tokens (the “Tokens”) are a payment token and are being used as a currency on the NIL Platform. They have been issued by NILCoins.com (the “Issuer”), a company incorporated under the laws of the United States. The Tokens do not represent any claim for repayment of a monetary sum against the Issuer, nor have persons holding Tokens (“Token Holders”) any claim against the Issuer for payment of interests or for sharing of profits generated by the Issuer. A total loss of the value of NIL Tokens or any investment due to various causes cannot be excluded.
The Issuer will undertake best efforts to have the NIL Token listed at a cryptocurrency exchange or trading platform, but cannot guarantee if and when such listing will take place. Until a listing has been completed, Token Holders can dispose of tokens only by way of selling them on a bilateral basis. There is no guarantee that buyers for Tokens will be available, or that they will be willing to pay the price paid by the Token Holder at the time of the acquisition of the Token.
An acquisition of Tokens is suitable only for experienced persons who are in a position to evaluate the risks, including the risks related to the underlying technology, and who have sufficient resources to be able to bear any losses, including a complete loss, which may result from such acquisition. Before subscribing to or otherwise acquiring any Tokens, prospective investors should specifically ensure that they understand the structure of, and the risk inherent to, the Tokens.
Prior to the acquisition of NIL Token, persons should independently assess any possible risks, seek advice with respect to the economic, legal, regulatory and tax implications of the purchase of NIL Token and should consult with his/her own investment, legal, tax, accounting or other advisors to determine the potential benefits, burdens, risks and other consequences of a purchase of NIL Token.
Prospective Token Holders are required to study the white paper, the website, the FAQ’s and all other available information sources, and are encouraged to clarify all their questions prior to the acquisition of Tokens.
NIL TOKEN INFORMATION
NIL is a payment token that enables its holders to purchase data which is available on the NIL Platform. Token Name: NIL Token Token Ticker: NIL Type: ERC20
RISK FACTORS RELATING TO THE ISSUER
The Issuer is a newly incorporated company, and there is no historical financial data or key figures to assess the financial situation of the Issuer with regard to previous years. Negative developments such as the destruction of assets or an economic downturn could negatively affect the Issuer’s liquidity and/or solvency.
The Issuer’s success depends to a large extent on the continued involvement of key personnel. Such key personnel are either employed by the Issuer or made available through an agreement with its sole shareholder NILCoins.com.
Existing laws, regulations and financial oversight practice relevant to NIL and the NIL Token are subject to political debate and legislative changes in all jurisdictions where Tokens are offered for subscription. Changes in applicable laws and regulations may be implemented and enter into force without warning and with immediate or even retrospective effect leading to impacts on the Issuer’s operational results, the value of the investments made, the ability to offer, distribute and trade the Tokens. In very severe circumstances, jurisdictions may enforce a closing of the platform and the Issuer respectively. This could lead to losses incurred by the Token Holders.
Token Holders are strictly reminded to observe legal and regulatory developments at all times and to consider their own position vis-à-vis those requirements. The Issuer has institutionalized internal processes to ensure compliance with the laws and regulations of the United States. If, despite these precautions, breaches of statutory or regulatory provisions occur, this could adversely affect the Issuer’s business activities and/or the price of the Tokens. Furthermore, changes to data protection laws or regulations may force the Issuer to disclose any kind of additional information to authorities in the future.
RISK FACTORS RELATING TO THE TOKEN
Prior to the listing of tokens at a cryptocurrency exchange or trading platform no liquid market for Tokens will exist. Markets for crypto assets are not mature nor fully developed markets with sufficient liquidity and volume to provide stable prices, leading to high bid/ask spreads, very high volatility and vulnerability to price manipulation of large players in the market. The price at which Tokens will be traded will depend upon a number of factors, most of which are beyond the Issuer’s control. In addition, cryptocurrency markets in general are subject to significant price and volume fluctuations.
A number of legal questions, qualifications and categorizations concerning Tokens and related new fields of technology (such as Blockchain) and investments using such tools and providing rights through Tokens are still in relatively early states of scholarship discussions and not finally decided and harmonized throughout jurisdictions. These conditions may lead a court to the conclusion that the transfer of Tokens is ineffective, void, or voidable. Jurisdictions may restrict trading of or investing in Tokens, for instance by imposing economic sanctions or currency restrictions.
The tax characterization of tokens is under development in different jurisdictions and may vary even within jurisdiction. Token Holders must seek their own tax advice in the relevant jurisdictions in connection with acquiring tokens, which may result in adverse tax consequences, including withholding taxes, income taxes and tax reporting requirements.
All transactions on the Ethereum blockchain are irrevocable and final as soon as the committed transactions have been signed and exchanged. Erroneous token transactions may not be recoverable and lead to loss of Tokens. The Token Holder bears the entire responsibility regarding the correct execution of token transactions.
Additionally, Tokens may be lost or become inaccessible, in particular if the Token Holder loses the respective passwords, pincodes and/or private keys to dispose of its Tokens, or due to malfunctioning of the e-wallet in which the Tokens are stored. The Token Holder bears the entire responsibility regarding the secure storage of passwords, pincodes and private keys (necessary to access and use the NIL Token).
RISK FACTORS RELATING TO THE TECHNOLOGY
Underlying software applications and software platforms (including the Ethereum blockchain) are still in an early development stage and unproven. Therefore, an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, partial or the complete loss of Tokens exists.
As with other tokens based on the Ethereum blockchain, the NIL Tokens are susceptible to attacks by miners during validating token transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Hackers or other malicious groups or organizations may attempt to interfere with the NIL platform or NIL Token in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any successful attacks present a risk to the NIL platform and the NIL Token, including, but not limited to accurate execution and recording of transactions involving the token.
Direct or indirect damage may be incurred by the Token Holder in connection with transmission errors, transmission cutouts, technical defects, overload, service interruptions (e.g. systems maintenance), disruptions, interference, illegal intervention (e.g. hacking) and willful blockage of telecommunication devices and networks (e.g. “mail bombing”, attacks intended to cripple services, etc.) or in connection with other malfunctions or deficiencies on the part of telecommunication and network operators.
In using the NIL Platform, data is transmitted over open, generally public networks (e.g. the Internet). Data is regularly transmitted in an unsupervised manner across borders, even if the sender and the recipient are both located in the same place. Even where the data itself is encrypted, the sender and recipient can sometimes remain unencrypted, such that third parties may be able to infer their identity. NIL accepts no liability and gives no guarantee that data transmitted and published via the Internet are correct, accurate and complete. In particular, account-related data (transaction confirmations, account statements, account balances, etc.) and information in the public domain, e.g. exchange prices or exchange rates, shall not be binding.
EXCLUSION OF LIABILITY
The Issuer is not liable, not even in the case of negligence, for damage or consequential damage arising from or in connection with access to or use of the NIL Platform or the impossibility of access or use. Furthermore, the Issuer excludes any liability to the extent permitted by law in connection with the purchase, holding, sale or other disposal of NIL Tokens.
NO BASIS FOR DECISION, NO ADVICE
Sales documents or agreements for the purchase of Tokens from the Issuer and this document are not intended to provide investment advice or any other form of decision-making and do not constitute financial, legal, tax and/or other advice. These documents do not replace the qualified advice required prior to any purchase decision, in particular with regard to all associated risks. No investment or other decisions should be made based on these documents.