Terms of Sale
Term of Sale Agreement
This Token Sale Agreement (the „Agreement“) is an agreement between
(1) you or the entity that you represent („Buyer“) and (2) NFMcoin registered under the laws of
Germany („Company“).
Buyer and Company are herein referred to individually as a „Party“ and collectively as the „Parties“
have entered into the Agreement:
Buyer acknowledges, understands and agrees that:
(I) Buyer reads the Agreement and the Whitepaper carefully and in their entirety. Buyer shall not buy
NFMcoin Token, if any of the risks provided in the Agreement or in the Whitepaper are unacceptable.
(II) Buyer is subject to and bound by this Agreement by virtue of Buyer's purchase of Tokens.
(III) Company does not have any obligation to recover any NFMcoin Tokens. Purchases of NFMcoin
Tokens are non-refundable. Buyer may lose all paid amounts.
(IV) Buyer does not hold any claims against Company for any losses or any special, incidental, or
consequential damages arising from, or in any way connected, to the sale of NFMcoin Token,
including losses associated with the risks set in the Agreement.
(V) Ownership of Tokens carries no rights, express or implied, other than the right to use such Tokens
as a means to enable usage of and interaction with the Platform.
(VI) Tokens do not represent any ownership right, share or security or equivalent rights, or any right
to receive future revenue, shares, dividends or participate in the management, intellectual property
rights or any other form of participation in or relating to the Platform and/or Company (except
participation in NFMcoin Platform as described in the clause 2.4 of the Agreement). Tokens are
during the entry into force of the Agreement not cryptocurrency, security, commodity or any other
kind of financial instrument.
(VII) Buyer has significant experience with, and understanding of, the usage and intricacies of
cryptographic tokens and blockchain based software systems.
(VIII) Company is not responsible for lost NFMcoin Tokens or cryptocurrency resulting from actions
taken by or omitted by purchasers.
(IX) Buyer bears sole responsibility for loosing Buyer’s login data to the NFMcoin Platform account
and Buyer’s wallet private key.
DEFINITIONS
The Agreement terms that are written in the upper case first letter will hereinafter be used in the
following meanings unless the context indicates a different meaning:
NFMcoin Platform means the online system described in the Whitepaper and to be developed and
deployed by Company, available at www.nfmcoin.org
Dispute means any dispute, controversy or claim based on, arising out of, relating to or in connection
with the Agreement, including with respect to the formation, applicability, breach, violation,
termination, validity or enforceability hereof.
Ethereum means an open-source, public, blockchain-based distributed computing platform featuring
smart contract (scripting) functionality.
Governmental Authority means any applicable federal, state, provincial, territorial, municipal, local
or foreign government, governmental authority, regulatory or administrative agency, governmental
commission, department, board, bureau, ministry, agency or instrumentality, court or tribunal, in
each case having jurisdiction with respect to a particular matter.
NFMcoin or Token is a functional token of Company, which grants the right to purchase Services that
will be developed according to the Whitepaper.
Services means the services which Company provides to the holders of the Tokens via the Platform
and which are more specifically described in the Whitepaper.
Token Sale is a procedure of issuing NFMcoin Tokens to Buyer in the meaning of Article 3 of the
Agreement.
Whitepaper means a document describing in detail NFMcoin Platform and Tokens, as well as other
issues related thereto and associated therewith, the latest version is available at
https://www.nfmcoin.org. Whitepaper is an annex of the Agreement.
The headlines of the subdivisions, articles or paragraphs contained in the Agreement are used for
convenience and do not affect the meaning of the Agreement, or interpretation thereof.
Reference to a specific subdivision, article or paragraph of the Agreement is a reference to a specific
subdivision, article or paragraph of the Agreement unless otherwise specified.
ENTERING INTO THE AGREEMENT AND TERMS OF USE. WHITEPAPER. LEGAL STATUS OF TOKENS
Buyer agrees to purchase, and Company agrees to sell the Tokens on the terms and under the
conditions set in the Agreement. Buyer fully acknowledges, understands and agrees that it is subject
to and bound by the Agreement by virtue of Buyer’s purchase of Tokens. The Agreement becomes
effective and binding on Parties after Company has received the payment from Buyer.
After Company has received the payment from Buyer then Company will issue NFMcoin Token to
Buyer’s Ethereum ERC20/BEP20 compatible wallet.
Company has the right to amend the Whitepaper at its sole discretion. In case of any conflicts
between provisions of the Whitepaper and the Agreement, the Agreement shall prevail.
NFMcoin Tokens are utility type crypto-tokens providing Buyer with a right to use Services as it is
described in Whitepaper and herein.
NFMcoin Tokens may be tradable, however, Buyer may not be able to sell or otherwise transfer
NFMcoin Token due to potential lack of liquidity, including that NFMcoin Tokens may never become
available for trade on secondary market (exchange).
The Tokens are not a loan, currency, security, commodity, a swap on a currency or any other kind of
financial instrument nor represent neither confer any ownership right or stake, share, or equivalent
rights, or any right to receive future revenue, shares, dividends or participate in management,
intellectual property rights or any other form of participation in Company, other than any rights
relating to the provision and receipt of Services from Company.
Purchases of the Tokens are non-refundable and cannot be cancelled or withdrawn. Buyer
acknowledges the risk of losing any or all the Tokens.
Company may decide to amend the intended functionality of the Tokens in order to ensure
compliance with any legal or regulatory requirements to which the Tokens are subject. Company
shall publish a notice on the NFMcoin Platform of any changes to the functionality of the Tokens and
it is Buyer's responsibility to regularly check the NFMcoin Platform for any such notices.
TOKEN SALE PROCEDURE
The substantial information about the procedures and material specifications of the Token Sale are
provided on www.nfmcoin.org, including details regarding the timing, pricing of the Token sale, the
number of Tokens purchased and the wallet address. By making the payment for the Tokens, Buyer
acknowledges that Buyer has no objection to these procedures and material specifications.
Buyer's purchase of the Tokens from Company during the Token Sale period is final, and there are no
refunds or cancellations possible.
Company reserves the right to reject the offers on acquisition of the Tokens at any time at Company's
sole discretion, including cases when the information provided by Buyer upon any requests is not
sufficient, inaccurate or misleading, or Buyer has not complied with any of the requirements of the
NFMcoin Platform application.
Company reserves the right to conduct a KYC (“Know Your Customer) and/or AML (“Anti-Money
Laundering”) checks of Buyer if deem necessary or it becomes required by the applicable laws. Upon
Company’s request, Buyer shall immediately provide to Company information and documents that
Company, in its sole discretion, deems necessary or appropriate to conduct KYC and/or AML checks.
At any time prior to the end of the Token Sale, Company may, at its own discretion, either
temporarily suspend or permanently abort the Token Sale for security or any other reasons. Any
suspension or abortion of Token Sale shall be deemed to commence from the moment that Company
publishes a notice to that effect on the NFMcoin Platform.
REPRESENTATIONS AND WARRANTIES OF BUYER
By buying the Tokens, Buyer represents and warrants to Company in addition to the representations
provided above in this Agreement that Buyer has all required powers and authorities to execute,
deliver, carry out and perform its obligations under the Agreement, making payments and purchase
NFMcoin Tokens.
Buyer must be of sufficient legal age and capacity to purchase the Tokens. In case of a legal person,
Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary
jurisdiction and each jurisdiction where it conducts business.
The Tokens are not being offered or distributed to, as well as cannot be resold or otherwise alienated
by their holders to the following persons:
citizens of, natural and legal persons, having their habitual residence, location or their seat of
incorporation in the United States of America (including its states and the district of Columbia),
Puerto Rico, the Virgin Islands of the United States, or any other possessions of the United States of
America;
and citizens of, natural and legal persons, having their habitual residence, location or their seat of
incorporation in the country or territory where transactions with digital tokens are prohibited or in
any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at
any time after the Agreement becomes effective.
The entering into and performance of the Agreement will not result in any violation of, be in conflict
with, or constitute a material default under:
any provision of Buyer’s corporation documents;
any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to
which any of its material assets are subject;
any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is
bound;
any foreign exchange, anti-money laundering or regulatory restrictions applicable to Token Sale;
any laws, regulations or rules applicable to Buyer.
Buyer will comply with any applicable tax obligations in Buyer's jurisdiction arising from Token Sale.
Buyer will comply with all applicable anti-money laundering and counter-terrorism financing
requirements.
The execution and delivery of, and performance under, the Agreement require no approval or other
action from any governmental authority or person other than Buyer.
There are no actions or investigations, pending or threatened before or by any Governmental
Authority against Buyer which, if determined adversely, could reasonably be expected to have a
material adverse effect on the ability of Buyer to enter into and perform its obligations under the
Agreement. There is no unsatisfied judgment or any open injunction binding upon Buyer which could
reasonably be expected to have a material adverse effect on the ability of Buyer to enter into and
perform its obligations under the Agreement. If Buyer is a legal entity, Buyer makes the same
representations with respect to its directors (or equivalent) and senior executive officers, and its
affiliates and their respective directors (or equivalent) and senior executive officers.
Buyer has sufficient understanding of the functionality, usage, storage, transmission mechanisms and
other material characteristics of cryptographic tokens, token storage mechanisms (such as token
wallets), blockchain technology and blockchain-based software systems to understand the
Agreement and to appreciate the risks and implications of purchasing the Tokens.
Buyer has obtained sufficient information about the Tokens to make an informed decision to
purchase the Tokens.
Buyer understands that the value of the Tokens over time may experience extreme volatility or
depreciate in full.
Buyer agrees and certifies that the Buyer is acquiring Tokens for its own use and utility, to participate
in the Platform and not for investment or financial purposes.
The funds, including any digital assets, fiat currency, virtual currency or cryptocurrency, Buyer uses to
purchase the Tokens, are not derived from or related to any unlawful activities, including but not
limited to money laundering or terrorist financing, and Buyer will not use the Tokens to finance,
engage in, or otherwise support any unlawful activities.
Buyer agrees that if Buyer’s country of residence or other circumstances change such that any of the
representations and warranties specified in the Agreement are no longer accurate, Buyer will
immediately cease using the NFMcoin Platform.
NO COMPANY'S REPRESENTATIONS AND WARRANTIES
Buyer expressly acknowledges, understands and agrees that Buyer is purchasing the Tokens solely at
Buyer’s risk and that Tokens are provided, used and acquired on an “as is” and on an “as available”
basis without representations, warranties, promises or guarantees whatsoever of any kind by
Company. Buyer’s decision to purchase the Tokens and enter into the Agreement shall be made
based on Buyer’s own knowledge and information disclosed herein and in Whitepaper. Additionally,
Buyer has conducted to its own satisfaction an independent investigation and verification of the
NFMcoin Tokens and shall therefore rely solely on its own examination.
Company expressly disclaims all express and implied warranties and representations as to the Tokens
and the NFMcoin platform. Company does not make any representations or warranties, express or
implied, including:
any warranties or representations of title;
any warranties or representations of merchantability or fitness for a particular purpose with respect
to the NFMcoin platform, the Tokens or their utility, or the ability of anyone to purchase or use the
Tokens;
the suitability, reliability, availability, timeliness, and accuracy of the NFMcoin Platform, the Tokens,
information, software, products, Services and related graphics on the NFMcoin Platform for any
purpose.
LIMITATION OF LIABILITY
Company is not liable for any delay or failure to perform any obligation under the Agreement where
the delay or failure results from any cause beyond Company's reasonable control.
In no circumstances the aggregate joint liability of Company, whether in contract, warrant, tort or
other theory, for damages of any kind under the Agreement will exceed the amount received by
Company from Buyer.
Company is not liable for any cryptocurrency exchange fluctuation.
Buyer understands and agrees that Company shall not be liable in connection with any force majeure
event, including labour disputes or other industrial disturbances, hacking or any other cybercrime, or
computer oriented crime, electrical, telecommunications, hardware, software or other utility failures,
software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events,
blockages, embargoes, riots, strikes, acts or orders of government, acts of terrorism or war,
technological change, changes in interest rates or other monetary conditions, and, for the avoidance
of doubt, changes to any blockchain-related protocol.
If an event of force majeure occurs, the Party injured hereto 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.
Except otherwise provided in the Agreement, Buyer will indemnify, defend, hold harmless and
reimburse Company from and against any and all actions, proceedings, claims, damages, demands
and actions (including without limitation fees and expenses of counsel), incurred by Company arising
from or relating to:
(a) Token Sale;
(b) use of the Tokens;
(c) Buyer’s responsibilities or obligations under the Agreement;
(d) Buyer’s breach of or violation of the Agreement;
(e) any inaccuracy in any representation or warranty of Buyer;
(f) Buyer’s violation of any rights of any other person or entity; and/or
(g) any act or omission of Buyer that is negligent, unlawful or constitutes wilful misconduct.
Company reserves the right to exercise sole control over the defence, at Buyer’s expense, of any
claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of,
any other indemnities set forth in a written agreement between Buyer and Company, including those
provided under the Agreement.
TAXES
The purchase price that Buyer pays for the Tokens is exclusive of all applicable taxes. Buyer is solely
responsible for determining what, if any, taxes apply to the purchase of the Tokens, including sales,
use, value added, and similar taxes.
Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes arising from
the purchase of the Tokens to the appropriate tax authorities.
Company bears no liability or responsibility with respect to any tax consequences to Buyer arising
from the Token Sale.
DATA AND PRIVACY
Buyer shall implement reasonable and appropriate measures designed to secure access to: (I) any
device associated with Buyer and utilized in connection with Buyer’s purchase of NFMcoin Platform
Token and (II) any other username, passwords or other login or identifying credentials.
In the event Buyer is no longer in possession of Buyer’s private keys or any device associated with
Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all
purchased NFMcoin Tokens and/or access to Buyer’s account.
Buyer shall immediately provide to Company information and documents that Company, in its sole
discretion, deems necessary or appropriate to comply with any laws, regulations, rules or
agreements, including without limitation judicial process. Such documents include, but are not
limited to, passport, driver’s license, utility bills, photographs of associated individuals, government
identification cards, or sworn statements.
Company may refuse to distribute NFMcoin Tokens to Buyer until requested information is provided.
The Buyer confirm that by signing this Agreement she/he provides the Company with the right to
store and process Buyer’s personal data provided to the Company in compliance with the EU Law on
Personal Data Protection.
Company will not publish any identifying information of Buyer, except if the disclosure is required
under laws or in relation to a decision of Governmental Authority.
APPLICABLE LAW AND DISPUTE RESOLUTION
The Agreement has been drawn up in accordance with the laws of Germany and the application,
interpretation, and termination (termination) thereof shall be subject to the laws of the Germany.
In case of any incompatibility of the Agreement with the mandatory standards set out in the laws of
the Germany that are identified or which become invalid for any other reason, it does not affect the
validity of the other provisions of the Agreement and the invalid clause shall be replaced by a valid
condition as close as possible to the outcome and the detail of the replaced condition.
Any disputes arising from the performance of the Agreement shall be settled through negotiations. If
the Parties fail to resolve the dispute through negotiation, the disputes shall be settled by a staff,
pursuant to the procedure provided by the law of the Germany.
TERMINATION OF AGREEMENT
This Agreement shall terminate upon the transfer of Token to Buyer.
Company may terminate the Agreement immediately without prior notice, if:
Buyer breaches this Agreement;
Company is required so by valid court order, or binding order of a Governmental Authority;
Buyer fails to comply with any applicable laws, directives, rules and/or regulations or Buyer is or
becomes a person falling under Article 4.3 of the Agreement;
in respect of Buyer, a liquidator, receiver or administrative receiver is appointed, Buyer is adjudicated
as bankrupt, or declared insolvent.
MISCELLANEOUS
All agreements, notices, disclosures and other communications that the Party provides to the other Party pursuant to this Agreement or in connection with or related to Buyer’s purchase of NFMcoin Token, including this Agreement, may be provided by the Party in electronic form.