TERMS & CONDITIONS OF TOKEN SALE LUTOKEN
LUT tokens and crypto coins LUMIERE 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 CINEMADROM platform or its’ operations. LUMIERE tokens are not in any way, either directly or indirectly, considered to be securities. The LUT token is a utility token – not a security, bond or share token – which is meant to be used only on the CINEMADROM platform once the platform is launched. LUT tokens are sold as a utility token.
The CINEMADROM team will sell LUT tokens on a pre-sale promotion called initial sale, which will be posted on its website at https://CINEMADROM.com (“initial sale”). Buyers at the initial sale will receive LUT in exchange for ETH, ETH, as well as other liquid crypto coins and Fiat money at the cost of each investment in US dollars at the time of investment.
The CINEMADROM Team will only sell LUT through the CINEMADROM website, available at https:// CINEMADROM.com. To the extent that any third-party website or service offers LUT for sale during the initial sale or facilitates the sale or transfer of LUT in any way during the initial sale, such third-party websites or services are not sanctioned by CINEMADROM Team or its affiliates and have no relationship in any way with the CINEMADROM Team Parties. As a result, CINEMADROM Team prohibits the use of these third-party websites or services for the purchase of LUT prior to the end of the initial sale.
The user acknowledges, understands, and agrees that LUT tokens are not securities and are not registered with any government entity or regulator as a security, and shall not be considered as such.
TOKEN TERMS & CONDITIONS:
The following Terms and Conditions (“Terms”) govern the sale of CINEMADROM cryptographic tokens (“LUT”) to crowd sale participants (“Purchasers” collectively, and “Purchaser” individually). This document describes the initial sale in which the CINEMADROM team (“CINEMADROM team”) will operate. It is not a solicitation for investment and does not pertain in any way, either directly or indirectly, to an offering of securities in any jurisdiction. Individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of acquiring LUT early in the initial sale instead of waiting to purchase LUT and LUMIERE on open, third-party exchanges.
LUT is not a security. Ownership of LUT carries no rights, neither express or implied. Purchases of LUT are non-refundable. Purchasers should have no expectation of influence over governance of the CINEMADROM Platform. By participating in the sale of LUT, you expressly acknowledge and represent that you have carefully reviewed the CONDITIONS OF TOKEN SALE; Terms and Conditions and fully understand the risks, costs, and benefits of purchasing LUT and agree to be bound by these CONDITIONS OF TOKEN SALE; Terms and Conditions. As set forth below, you further represent and warrant that, to the extent permitted by law, you are authorized to purchase LUT in your relevant jurisdiction, are of legal age to be bound by these Terms & amp; 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 LUT, now or in the future, CINEMADROM and its affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of CINEMADROM or its affiliates.
DO NOT PURCHASE LUT IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. Purchases of LUT should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Ethereum (“ETH”), and blockchain based software systems. Purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the CINEMADROM Team will be available to assist Purchasers of LUT during and after the sale, the CINEMADROM Team will not be responsible for lost ETH or LUT resulting from actions taken by or omitted by Purchasers. Note, in particular, that LUT Purchasers should take great care to record their wallet password and retain in confidential safekeeping to ensure that they will be able to access their LUT when it becomes available after the initial sale. If you do not have such experience or expertise, then you should not purchase LUT or participate in the pre-sale of LUT.
CRYPTOGRAPHIC TOKENS MAY EXPERIENCE EXTREME PRICE VOLATILITY. Cryptographic tokens that possess value in public markets, such as ETH, have demonstrated extreme price fluctuations over short time periods regularly. An Purchaser of LUT should be prepared to expect similar fluctuations, both down and up, in the price of LUT denominated in ETH or United States dollars (“USD”) or currencies of other jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. Liquidity refers to the extent to which a market allows assets to be bought and sold where there is a steady flow of LUT buyers and sellers. Lower liquidity tends to generate a more volatile market (especially for large purchase and sale orders of LUT) and may cause more drastic price changes. In contrast, however, higher liquidity tends to create a less volatile market, and prices may not fluctuate as much. The CINEMADROM Team cannot and does not guarantee market liquidity for LUT and therefore, there may be periods of time in which LUT may be difficult to buy.
Additionally, due to different regulatory dictates in different jurisdictions and the inability of citizens of certain countries to open accounts at exchanges located anywhere in the world, the liquidity of LUT may vary from one country to another and this would likely be reflected in significant price discrepancies. By purchasing LUT, you expressly acknowledge and represent that you fully understand that LUT may experience significant and sustained pricing and trading and will not seek to hold any of the CINEMADROM Team Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to, the sale of LUT.
YOU HAVE NO RIGHT AND MUST NOT PURCHASE TOKENS IF YOU ARE A CITIZEN OR RESIDENT (TAX OR OTHER) TO ANY COUNTRY OR TERRITORY WHERE OPERATIONS WITH DIGITAL TOKENS AND (OR) DIGITAL CURRENCIES LEGALY RESTRICTED OR FORBIDDEN IN ANY WAY. A «PERSON» USUALLY DEFINED AS PRIVATE PERSON, THAT HAS RESIDENCY OF PROPER COUNTRY OR AS LEGAL ENTITY INCORPORATED IN ACCORDANCE WITH GOVERNMENT LAWS. TOKEN PURCHASE OFFER OR DISPERSON AS WELL AS RE-SALE OR DISPOSITION OF RIGHTS BY BBS TOKEN HOLDER IS NOT ALLOWED TOWARDS (IN FAVOR) OF ABOVE MENTIONED PERSONS («RESTRAINED PERSON»).
This document acts in capacity of a regulator of token sale («Conditions of token sale», «Terms and Conditions») between you («Buyer», «user», «you») and CINEMADROM («Company», «our» or «we»). Any of the parties can be named as «Party», in in case of joint mention – «Parties». You agree with Terms and Conditions at the moment of LUT Token and crypto coins LUMIERE purchase («LUT », « LUT Tokens», «Tokens», «Lutokens», «LUMIERE»).
Any LUT Token purchase conducted only in accordance with Terms and Conditions. LUT Tokens are not digital currency, product or financial instrument of any sort and it is not registered and regulated under any authority of stock exchange in jurisdiction, residency of yours.
We will inform you about any changes, made within Terms and Conditions, be posting altered document to the Web-Site and updating «Latest updates» field or any other means we consider possible. We are not obliged to provide you any other notifications or by any other mean except stated above. Any changes to the applied to the Terms and Conditions are come to force immediately after stated notification and applied to every current and future LUT Token purchase. Information related to Tokens and Token sale has been transferred into White Paper posted on the Web-Site. Buyer is obliged to read White Paper completely and other documents, posted on the Web-Site, before acting towards LUT Token purchase.
Purchasing LUT Tokens from the Company, confirms automatically Conditions and any other regulations, provided by the link, as well as other documents posted on the Web-Site. If you got any questions concerning Terms and Conditions, please, do not hesitate to contact us via e-mail: email@example.com.
You and the Company agree on following terms:
1. LUT Token purchase.
2. General terms.
2.2 LUT tokens are registered in the Ethereum network according to the ERC20 standard in accordance with the “LUTOKEN” smart contract available at https://cinemadrom.com/smartcontracts.
3. Purchase order.
(a) During the Sales Period you can purchase LUT Tokens by the price, specified on the Web-Site depending on the period of purchase. For the purpose of LUT Tokens purchase you need to register a personal account on the Web-Site («Personal Account»). After that, you need to transfer specified amount of funds to the e-wallet address, that will be provided to you. Purchased LUT Tokens amount will be determined on total amount of funds transferred for LUT Token purchase, received by the Company (when such a transfer will be confirmed, available amount will be displayed on your Personal account. Company has right to demand additional information in order to confirm your Identity, address, source of funds or any other, specified in your Personal Account (form), including such information as: date of birth, copies of the identification documents, citizenship status, residence country or any other information from you or third parties («KYC»). You are responsible to provide genuine and accurate information, during the registration of your Personal Account. Company has no liability to check your Identity or and personal information provided and it has right to conduct such activities on its convinience.
(b) Payment can be made in ETH, BTC, FIAT or in another liquid crypto currency written on the website in the “Payment” section. You should not use addresses of other crypto-exchange services due to security measures.
(c) Registration, payment acceptance and KYC can be delegated to third parties. In order to avoid misunderstanding, except cases when actual document confirms other identity, the Company is not authorized to delegate payment acceptance to third parties during Sales Period, as well as the Company did not and will not authorize third parties to provide information towards payments for LUT Token purchase. The company is not responsible for any losses related to incorrect and misleading information provided to Buyer from third parties and (or) unauthorized web-sites.
(d) The Company has right to seal contracts with any Buyer with special terms, that may be different than terms and conditions provided in the document.
4. Dispersion and acquisition of LUT Tokens.
When payment to the Company is complete, the Company conducts checking procedure, in accordance with which your Payment will be related to your Personal Account. The Company will disperse Tokens to your Personal Account before any of the following dates: (a) during 10 (ten) working days after Token Sales Period is concluded or during 10 (ten) days after Limitation is reached (at the same time we leave the right to prolong specified terms in case of need to overcome possible technical issues provided that you were notified beforehand), or (b) during 10 (ten) working days after your complete and actual personal data is provided to your Personal Account or any other additional information that is needed (KYC). In order to avoid misunderstanding, any prolongations do not affect our liability to provide you Tokens and your liability to accept tokens, that has been purchased by you in accordance with Terms and Conditions. Tokens must be stored on your digital wallet, related with your Personal Account on the platform for purposes of use, or any other method in accordance with rules, determined in Terms and Conditions of LUT Token use.
(a) Any purchase of LUT Tokens is considered to be final, partial or complete refund or purchase decline are now allowed, except cases, clearly stated in Terms and Conditions. The Company leaves the right refuse or decline any of the complete or suggested Payments at any moment and on its own convenience. In case, when the Company refuses or declines payments from Buyer, the Company will make every reasonable effort to refund Buyer. Besides, we cannot guarantee and do not offer any guarantees, that we will be able to recover and (or) make a refund. Company leaves the right to reduce refund amount considering transfer cost, where it is applicable.
(b) In case, during Sales Period minimum amount of Tokens, specified in White Paper, will not be sold all the conducted transactions for LUT Token purchase will be refunded to your e-wallets, provided to buyers by the Company. With that, all payments made by buyer in pre-sale period, as it is stated in White Paper, are final thus refunds or decline of payments are not possible, Buyers who made such payments will get LUT Tokens which allow them to use Company’s services unlimited, as it is stated in Terms and Conditions of LUT Token Sale.
6. Recognition and Acceptance of Risks.
You acknowledge and agree that there are risks associated with the purchase, possession and use of LUT Tokens as described in the White Paper. By purchasing LUT Tokens you explicitly acknowledge and assume all and any specified risks.
7. Risk acknowledge and acceptance.
You confirm and accept risks that related to possession and use of LUT Tokens, as they are described in Whitepaper. By purchasing LUT Tokens you acknowledge and accept any of above mentioned risks.
(a) you are aware of terms and conditions concerning LUT Tokens and you possess enough information for purposeful and intended decision for LUT Token purchase;
(b) you have read and understand Terms and Conditions, as well as you accept the risks concerning purchase, possession and use of LUT Tokens, as it is stated in Conditions in White Paper;
(c) you have enough cryptologic digital devices of token storage (such as token wallet, for example), as well as blockchain technology for understanding of Conditions and for risk assessment and further LUT token purchase;
(d) you completely understand that LUT Tokens provide you rights stated in White Paper, and do not offer any other rights or any kind towards the Company, including, but not restricted rights of possession, dispersion, repayment (settlement), dividend payout, property (including all aspects of intellectual property), as well as other financial and legal rights;
(e) you should not purchase LUT Tokens for any other purposes or use, except the purposes stated in White Paper, including, but not limited purposes (means) of investment, speculations or any other purposes (methods);
(f) you understand that LUT Tokens are not a digital currency, share, product or a financial instrument of any sort, as well as it is not registered in compliance with any government law of any country, including government laws of stocks of any jurisdiction of buyer’s Residence;
(h) your purchase, payment and your exercise of rights in respect of LUT Tokens do not violate any applicable law in your jurisdiction;
(g) you are comply and execute fully all legal obligations in your jurisdiction concerning LUT Token purchase or any other requirements of Conditions, including (i) government requirements within jurisdiction necessary for LUT Token purchase, (ii) any requirements concerning currency exchange, applicable to this kind of purchase, and (iii) any governmental or other permissions necessary for acquisition;
(i) you have to comply every and any tax obligations in all actual jurisdictions concerning LUT Token purchase;
(j) you understand, that Web-Site, as well as White Paper, can be translated in other languages provided that information in English or Russian is obligatory to both Parties of Conditions. Web-Site and document versions provided in other languages have only informative purpose;
(k) you are not a Blocked Person, and you do not act in capacity of third parties, including, but not limited of Blocked Person.
8. Damage compensation.
(a) You guarantee damage compensation, as far as it is allowed by the legal rights, release from liability and legal protection of the Company and correspondent previous, current and future employees, officials, directors, contractors, consultants, shareholders, vendors, merchants, service providers, parent companies, subsidiary companies, affiliates, agents, representatives, , right holders and assignees of the Company («Company Parties») from any complaints, demands, law suits, expenses, losses, costs and expenditures (including lawyer fees), which may occur or related to (i) LUT Token use or purchase, (ii) your liabilities or obligations within Terms and Conditions, (iii) violation of Terms and Conditions (iv) your violation of any rights of any person (including legal entities), or (v) your violation of any law.
(b) The Company leaves the right to conduct independent and individual control at your expense towards any compliance security, related to the settlement issues in provision 8(a). Specified settlement is supposed to be an additional term and it does not replace any other settlements, that agreed between you and the Company in written form.
9. EXCLUSION OF LIABILITY.
(a) IN A MAXIMUM ALLOWABLE BY APPLICABLE LAW WITH EXCEPTION OF ANOTHER IS SPECIFIED DIRECTLY BY A COMPANY IN A WRITTEN FORM: (A) LUT TOKES SALE CONDUCTED «AS IS» AND «AS AVAILABLE» WITHOUT ANY WARRANTIES OF ANY SORT AND WE REFUSE DIRECTLY ALL AND ANY SUGESTED WARRANTIES CONCERNING LUT TOKENS, INCLUDING, WITHOUT ANY RESTRICTIONS, CONCERNING EXPECTATIONS SUGGESTED WARRANTIES, TOWARDS PURPOSE WISE, PROPERTY WISE AND NON-INFRIGEMENT OF RIGHTS OF THIRD PARTIES, (II) WE DO NOT OFFER ANY ASSURANCES AND WARRANTIES CONCERNING CREDIBILITY, ACTUALITY, LUT TOKENS ERROR FREE CAPACITY, AS WELL AS ANY DRAWBACKS OF LUT TOKENS WILL BE REMOVED, AND (III) WE ARE UNABLE TO PROVIDE ANY ASSURANCES AND WARRANTIES THAT LUT TOKENS AND METHODS OF THEIR DELIVERY ARE VIRUS FREE OR ANY MALEWARE COMPONENTS.
(b) Some jurisdictions regulations do not allow expectance of any warranties or exclusion of liability statements towards suggested terms in contracts with customers, due to this fact a part or whole warranties and exclusion of liability statements stated in provision 9(a), cannot be executed towards you.
10. Liability and Liability Restriction.
(a) IN A MAXIMUM ALLOWABLE BY APPLICABLE LAW DEGREE: (I) BY ANY CIRCUMSTANCES THE COMPANY OR ANY OF THE PARTIES ARE NOT LIABLE FOR ANY INDIRECT, ACTUAL, UNINTENTIONAL, SUBSEQUENT OR PUNITIVE LOSSES OF ANY SORT (INCLUDING, BUT NOT RESTRICTED BY THE LOSSES RELATED TO LOSS OF INCOME, PROFIT OR REVENUE, OPPORTUNITY OR DATA LOSS, OR LOSSES RELATED TO ACTIVITY SUSPENSION), OCCURING DURING LUT TOKEN USE, AS WELL AS ANY OTHER METHOD SPECIFIED, OR NON-SPECIFIED IN ACCORDANCE WITH TERMS AND CONDITIONS, DESPITE THE OCCURENCIES, WHETHER IT RELATED TO CONTRACT, MISDEED (INCLUDING, BUT NOT RESTRICTED BY PASSIVE, ACTIVE OR TEMPORARU SAFETY RULES NEGLECTION) OR ANY OTHER LEGAL GROUND OR IN ACCORDANCE WITH EQUITY LAW (EVEN IF ONE OF THE PARTIES HAS BEEN WARNED ABOUT THE THIS TYPE OF LOSSES AND DESPITE THE FACT THAT THOSE LOSSES WERE SUGESTED), AND (II) DESPITE ANY CIRCUMSTANCES OVERALL AMOUNT OF COMPANY AND COMPANY’S PARTIES LIABILITY (COMBINED), DESPITE THE WAY OF OCCURENCIES, WHETHER IT RELATED TO CONTRACT, MISDEED (INCLUDING, BUT NOT RESTRICTED BY PASSIVE, ACTIVE OR TEMPORARU SAFETY RULES NEGLECTION) OR ANY OTHER LEGAL GROUND, OCCURED IN ACCORDANCE WITH TERMS AND CONDITIONS OR DUE TO LUT TOKENS USE OR INABILITY TO USE THEM, CANNOT EXCEED THE AMOUNT SPENT ON LUT TOKENS PURCHASE.
(b) Restrictions stated in provision 10(a), do not restrict and do not except liability related to gross negligence, fraudulent and intentional, willful criminal activities of the Company.
(c) Regulations of some jurisdictions do not allow restrictions and exceptions for unintentional or indirect losses, due to this fact restrictions stated in provision 11, cannot be executed towards you.
11. Liability Release.
In a maximum allowable by applicable law degree you release the Company or any other Company’s parties from liability, responsibility, compliance, demands and (or) losses (actual and further) of any kind and nature, known and unknown (including, but not restricted compliance related to neglection), occurred or concerning disputes between you and other token holders and actions or inaction of any third parties. You refuse directly from any rights, within the limits of applicable law, as well as any other law or by reference of common law, which on contrary restrict stated liability release, including only those complaints, which you already know or you assume to exist towards you during the moment of acceptance of this agreement of liability release.
12. Applicable law and Dispute Resolution.
With an exception of any disputes, complaints, law suits, legal actions, grounds, requirements and processes (combined, «Disputes»), where any of Parties can provide private suit in a court of small claims or offers judicial restraint or any other mean of legal protection by the right of equity in accordance with stated before illegal use of intellectual property, including, but not restricted, by the copyright law, trademarks, tradenames, logos, production secrets or patents, you and the Company (i) refuse the rights for any Dispute raised or related in a court of law, and (ii) refuse the right of case investigation by the judge. Instead, you and the Company will settle the disputes by Arbitration (which includes dispute resolution process delegation to one or several persons, who are ordered to review this Dispute and make final decision towards the resolution instead of getting final decision from the court of law or jury).
14. Prohibition of Joint Arbitration, Joint Claim or Representative Action.
Any Dispute, occurring or related to Terms and Conditions, is individual for you and the Company and it must be resolved only by individual arbitration, and it cannot be processed by joint arbitration, or any other representative procedure. It is not allowed to conduct joint arbitration or arbitration where one person or group of people represents another person for dispute resolution. Moreover, the Dispute cannot be resolved as joint or any other representative case, despite how it is conducted within or beyond arbitration, or if it is conducted on behalf of one person or group of people. Any dispute must be processed to review and resolved completely by arbitration, that is administrated by the Company’s location.
15. Final clauses.
(a) Entire Understanding. Terms and Conditions represent full and complete acceptance and understanding of Parties towards the subject, stated in Terms and Conditions, and they dispose all the previous and current discussions, arrangements and agreements, spoken and written, between Parties towards the subject of Terms and Conditions.
(b) Agreement Liability. Terms and Conditions contain legally bind provisions and terms towards LUT Token sales and purchase. By purchasing the LUT Tokens you agree and confirm your consent with it. You are obliged to be bind with Terms and Conditions at the moment of LUT Token purchase. if you make a purchase on behalf of a legal entity, you understand and accept Terms and Conditions on behalf of this legal entity (which is related almost every «you» referral in the text) and you guarantee, that you are properly authorized to act on behalf of the legal entity.
(с) Proprietors and cessionary. With an exception of cases, stated in Terms and Conditions, current Terms and Conditions, as well as rights and obligations of Parties in compliance with Terms and Conditions, are obligatory and they are actual for any proper propitiators, cessionary, inheritants, legal representatives, executives and other legal representatives. The Company has right to remise some of its rights and liabilities within Terms and Conditions. None of the other parties of Terms and Conditions cannot remise, on its own convenience or in case of the law enforcement, any of the rights and liabilities, stated in Terms and Conditions, without precedent written consent of the Company.
(d) Separability. In case, when any of the above stated provisions of Terms and Conditions will be rendered ineffective, illegal or unliable, all of the other provisions stay in force for you and the Company, as if unavailable and inactive condition would be highlighted and omitted from the text of Terms and Conditions.
(e) Headlines. Terms and conditions headlines are in place only for convenience and they have no impact on Terms and Conditions initial meaning.
(f) Acceptance. You accept directly Terms and Conditions and any other terms included in document by the link, during the purchase of LUT Tokens as well as other documents posted on the Web-Site.