The following Terms and Conditions («Terms») govern your (“Latam Ocean Resorts, Ltd. & Milcoin.io” or the “Purchaser”) purchase of Milcoin tokens («MILCOIN») from LatAm Ocean Resorts, Ltd., a company registered in the Bahamas (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the MILCOIN token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE MILCOIN FROM THE COMPANY. BY PURCHASING MILCOIN FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT email@example.com. By purchasing MILCOIN, and to the extent permitted by law, you are agreeing not to hold any of the the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “LatAm Ocean Resorts, Ltd. Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of MILCOIN, including losses associated with the terms set forth below.
DO NOT PURCHASE MILCOIN IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING MILCOIN, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE MILCOIN.
PURCHASES OF MILCOIN SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF MILCOIN DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR MILCOIN RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE MILCOIN OR PARTICIPATE IN THE SALE OF MILCOIN. YOUR PARTICIPATION IN MILCOIN SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE MILCOIN TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
MPORTANT LEGAL DISCLAIMER
When you purchase, or otherwise receive, a MILCOIN token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the MILCOIN tokens:
neither the Company nor any of the LatAm Ocean Resorts, Ltd. Team has provided you with any advice regarding whether MILCOIN is a suitable investment for you;
you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
you are legally permitted to receive and hold and make use of MILCOIN in your and any other relevant jurisdiction;
you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of MILCOIN and allocate MILCOIN to you;
you have not supplied us with information relating to your acquisition of MILCOIN or otherwise which is inaccurate or misleading;
you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
you will notify us promptly of any change to the information supplied by you to us;
you are of a sufficient age (if an individual) to legally obtain MILCOIN, and you are not aware of any other legal reason to prevent you from obtaining MILCOIN;
you take sole responsibility for any restrictions and risks associated with receiving and holding MILCOIN, including but not limited to these set out in Annex A;
by acquiring MILCOIN, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
you are not obtaining or using MILCOIN for any illegal purpose, and will not use MILCOIN for any illegal purpose;
you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of MILCOIN;
your acquisition of MILCOIN not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of MILCOIN and/or the Ethereum Network;
you accept that MILCOIN is created and you obtain MILCOIN on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing MILCOIN without being able to provide any warranties in relation to MILCOIN, including, but not limited to, title, merchantability or fitness for a particular purpose;
you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of MILCOIN (ii) the potential appreciation or depreciation in the value of MILCOIN over time, if any, (iii) the sale and purchase of MILCOIN; and/or (iv) any other action or transaction related to MILCOIN has tax implications.
MILCOIN is required for proper operation and comprehensive utilization of LATAM OCEAN RESORTS, LTD. (as defined in the white paper (the “White Paper”) provided at http://latamoceanre.com/whitepaper.pdf as of the date the Purchaser acquires MILCOIN token). After the MILCOIN sale, each MILCOIN is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to MILCOIN are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or MILCOIN from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of MILCOIN portfolio) and block their acquisition.
The US Dollars to ETH exchange rate is used to dynamically set the ETH to MILCOIN rate. As a result, for the duration of the MILCOIN sale, the price to purchase a MILCOIN will be set as an amount in ETH.
Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any MILCOIN purchased from the Company.
The MILCOIN sale which is expected to be achieved on the 16th October – The MILCOIN sale will run for 45 calendar days and will end on Ethereum block number 4,675,526 (which is expected to be on the 30th November 2017) or when the MILCOIN sale cap is reached. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
The general public will be able to see the total number of MILCOIN tokens currently sold, as well as the distribution of all MILCOIN tokens between the participating Ethereum accounts. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold as well as the share of MILCOIN tokens allocated to the shareholders of Company. Furthermore, the Ethereum accounts used to store ETH during the MILCOIN sale duration will publically available and their balances will also be made available on the Website.
The Purchasers should have no expectation of influence over governance of the Company.
Upon the conclusion of a successful MILCOIN sale, the Real Estate backing each MILCOIN token will be transparently purchased.
The Company will provide you with an official and regular audit conducted on the existence of the Real Estate backing each MILCOIN token. Through this audit, you can track and confirm that the Real Estate backing your MILCOIN have been received and acquired. Access to the audit results does not constitute a MILCOIN purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased MILCOIN tokens.
Prior to a Purchaser selling MILCOIN after the MILCOIN token sale completion, such Purchaser shall ensure that the buyer of any such MILCOIN undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the MILCOIN token sale.
The Company warrants that neither it nor its shareholders will purchase MILCOIN during the MILCOIN sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase MILCOIN from any third party during the period of the MILCOIN sale.
ALL PURCHASES OF MILCOIN ARE FINAL. PURCHASES OF MILCOIN ARE NON-REFUNDABLE. BY PURCHASING MILCOIN, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING MILCOIN CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR MILCOIN, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL MILCOIN FROM SUCH MILCOIN OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
The Purchaser bears the sole responsibility to determine if the purchase of MILCOIN with BTC, LTC, ETH or the potential appreciation or depreciation in the value of MILCOIN over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing MILCOIN, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of MILCOIN.
The LATAM OCEAN RESORTS, LTD. Team is not liable for failure to perform solely caused by:
delays in delivery of materials,
acts of civil or military authorities,
acts by common carriers,
emergency conditions (including weather conditions),
security issues arising from the technology used,
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 Terms, 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.
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING MILCOIN AT THE PURCHASER’S SOLE RISK AND THAT MILCOIN 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 LATAM OCEAN RESORTS, LTD. TEAM WARRANTS THAT THE PROCESS FOR PURCHASING MILCOIN WILL BE UNINTERRUPTED OR ERROR-FREE.
THE PURCHASER 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 (i) USE OF, OR INABILITY TO USE, MILCOIN OR (ii) THE LATAM OCEAN RESORTS, LTD. TEAM 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 LATAM OCEAN RESORTS, LTD. TEAM 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, MILCOIN, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO MILCOIN. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE LATAM OCEAN RESORTS, LTD. TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF MILCOIN, AND THAT THE RISK OF PURCHASING AND USING MILCOIN RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE LATAM OCEAN RESORTS, LTD. TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF MILCOIN. 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 A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE LATAM OCEAN RESORTS, LTD. TEAM.
These Terms set forth the entire understanding between the Purchaser and the Compan with respect to the purchase and sale of MILCOIN. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of MILCOIN and supersede any public statements about the MILCOIN token sale made by third parties or by the LATAM OCEAN RESORTS, LTD. Team or individuals associated with any of the LATAM OCEAN RESORTS, LTD. Team, past and present and during the MILCOIN token sale.
The Purchaser and the Company 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 the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms 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. The express waiver by the Company 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 these Terms, no representations, statements, consents, waivers, or other acts or omissions by the LATAM OCEAN RESORTS, LTD. Team shall be deemed a modification of these Terms nor be legally binding.
The Company 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 Website. Any Purchaser will be deemed to have accepted such changes by purchasing MILCOIN. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the LatAm Ocean Resorts, Ltd. Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of MILCOIN; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold MILCOIN purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any LATAM OCEAN RESORTS, LTD.’s communications is considered official. The English version shall prevail in case of differences in translation.
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
By purchasing, owning, and using MILCOIN, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of MILCOIN stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing MILCOIN will result in loss of such MILCOIN. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your MILCOIN. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store MILCOIN in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your MILCOIN. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving MILCOIN, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
Because MILCOIN and the LatAm Ocean Resorts, Ltd. platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or MILCOIN. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the MILCOIN and the platform, including the utility of the MILCOIN for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
As with other decentralized cryptographic tokens based on the Ethereum protocol, MILCOIN are susceptible to attacks by miners in the course of validating MILCOIN transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and MILCOIN, including, but not limited to, accurate execution and recording of transactions involving MILCOIN.
Hackers or other malicious groups or organizations may attempt to interfere with the platform or MILCOIN in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and MILCOIN, including the utility of MILCOIN for obtaining services.
If secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to MILCOIN (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
Unlike bank accounts or accounts at some other financial institutions, MILCOIN are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
The regulators status of MILCOIN and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the LatAm Ocean Resorts, Ltd. platform and MILCOIN. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and MILCOIN. Regulatory actions could negatively impact the platform and MILCOIN in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of MILCOIN constitutes unlawful activity or that MILCOIN are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterization of MILCOIN is uncertain. You must seek your own tax advice in connection with purchasing MILCOIN, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the LatAm Ocean Resorts, Ltd. services.
Because MILCOIN confer no governance rights of any kind with respect to the LatAm Ocean Resorts, Ltd. platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any MILCOIN you own, including their utility for obtaining services.
Cryptographic tokens such as MILCOIN are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of MILCOIN, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the MILCOIN sale, please contact firstname.lastname@example.org