General Terms & Conditions
These General Terms and Conditions (the "GTC") are entered into between NAEST SAS, a French simplified joint-stock company, with a share capital of 60,000 euros, registered in the Paris Trade and Companies Register under number 981 388 655 R.C.S. Paris, located at 78 avenue des Champs-Élysées, 75008 Paris - France, ("NAEST") and the Buyer(s) of tokens issued on the Solana blockchain by NAEST (the "NAEST Tokens or NAEST Tokens") (hereinafter referred to as the "Buyers" or "You" collectively, and individually the "Buyer" or "You"), participating in the Initial Coin Offering (the "ICO") organized by NAEST.
These General Terms and Conditions form the basis for the distribution of NAEST TOKEN (NAEST) Tokens and are part of NAEST's White Paper. They take precedence over any other document issued by NAEST and, from their effective date, apply to all purchases, including ongoing orders, and are deemed unconditionally accepted by Buyers upon the conclusion of an order. Any other document (e.g., marketing material, presentation in any format, etc.) is provided for information purposes only and does not constitute a contractual document engaging NAEST's liability, which may therefore delete or modify these documents without entitling the Buyer to any compensation. By adhering to the General Terms and Conditions (GTC), the Buyer expressly acknowledges having been thoroughly and completely informed about the ICO participation process.
Participation in the ICO is reserved for natural or legal persons acting or not within the framework of their professional activities. Any natural person acting in a non-professional capacity as a consumer, as defined by the European Directive 2011/83/EU on consumer rights, will not benefit from the provisions of Article L. 221-28 2° of the Consumer Code, and is not authorized to participate in this ICO.
The Buyer is deemed to be fully aware of all legal standards and technical constraints relating to the purchase, possession, and use of crypto-assets and blockchain-based tokens, as well as the services offered by NAEST.
Consequently, the Buyer acknowledges having a complete understanding of the General Terms and Conditions of the token distribution process.
By agreeing to acquire NAEST Tokens, you agree with NAEST to be bound by all the conditions set forth in these GTC. Any Buyer who does not accept these GTC cannot acquire NAEST Tokens.
PLEASE READ THESE GENERAL TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING AND USING THE NAEST TOKENS DESCRIBED IN THIS DOCUMENT. BY USING THE NAEST SITE (the "Site") AND THE TOKEN OFFERED THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED BUYER TO ACQUIRE NAEST TOKENS AND YOU SHOULD NOT USE THIS SITE OR ITS PRODUCTS.
NAEST RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PARTS OF THESE TERMS AT ANY TIME AND FOR ANY REASON AFTER YOU HAVE ACCEPTED THESE TERMS AND YOU AGREE THAT SUCH CHANGES BIND YOU. SUCH MODIFICATIONS ARE LIKELY TO OCCUR AND YOU HEREBY ACKNOWLEDGE THIS FACT. WE SUGGEST THAT YOU PERIODICALLY REVIEW THESE TERMS TO BE AWARE OF ANY MODIFICATIONS. SUCH MODIFICATIONS WILL BE EFFECTIVE UPON THEIR PUBLICATION ON THE SITE. YOU ACKNOWLEDGE THAT BY ACCESSING THE SITE AFTER WE HAVE PUBLISHED MODIFICATIONS TO THESE TERMS, IT WILL BE CONSIDERED THAT YOU HAVE READ THE MODIFIED TERMS AND ACCEPT THEM. IN PARTICULAR, NAEST MAY MODIFY THESE TERMS DURING OR AFTER THE DEVELOPMENT OF THE NAEST PROJECT.
THE NAEST TOKEN DOES NOT GENERATE ANY FORM OF RIGHT TO PASSIVE INCOME. CONSEQUENTLY, YOU HEREBY ACCEPT AND UNDERSTAND THAT YOU DO NOT EXPECT ANY BENEFIT DERIVED FROM THE PURCHASE OF NAEST TOKENS, BASED ON NAEST'S WORK.
YOU EXPLICITLY CONFIRM THAT YOU ARE AWARE THAT THE ACQUISITION OF NAEST TOKENS DOES NOT GIVE YOU THE RIGHT TO REQUEST ANY PAYMENT, BUT THE RIGHT TO POTENTIALLY USE THE NAEST TOKENS ON THE NAEST PROJECT AND TO BE USED WITHIN THE SOLANA BLOCKCHAIN, AS DEFINED OR WILL BE DEFINED IN THE WHITE PAPER AND THESE TERMS. YOU EXPLICITLY CONFIRM THAT YOU ARE AWARE OF A POTENTIAL RISK THAT THE NAEST TOKENS MAY COMPLETELY LOSE THEIR VALUE AND YOU CONFIRM THAT YOU ARE ACQUIRING THE NAEST TOKENS FOR PERSONAL USE AND NOT FOR INVESTMENT OR SPECULATION REASONS.
NAEST DOES NOT PROVIDE CUSTODY OR WALLET SERVICES FOR NAEST TOKENS.
NAEST TOKENS ARE DIGITAL UTILITY TOKENS WITHOUT ANY OWNERSHIP, DIVIDEND, ASSET DISTRIBUTION, VOTING OR OTHER RIGHTS, EXCEPT FOR IMMEDIATE USE AS A TOKEN TO BE USED WITHIN THE SOLANA BLOCKCHAIN. THIS DOCUMENT OR ANY OTHER DOCUMENT, PRODUCED AND SIGNED BY NAEST DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL SHARES OR "SECURITIES". OR OTHER INVESTMENTS OF ANY KIND, WHETHER IN NAEST OR THE SITE OR OTHERWISE. NONE OF THE INFORMATION OR ANALYSES PRESENTED IS INTENDED TO FORM THE BASIS OF AN INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATION IS INTENDED, AND NAEST'S SERVICES AND THE SITE ARE NOT, DO NOT OFFER AND SHOULD NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL PRODUCTS. THEREFORE, THIS DOCUMENT DOES NOT CONSTITUTE INVESTMENT ADVICE OR AN INVESTMENT SOLICITATION IN A SECURITY OR OTHER INVESTMENT INSTRUMENT AND SHOULD NOT BE CONSTRUED AS SUCH. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR SUBSCRIBE, NOR AN INVITATION TO OFFER TO BUY OR SUBSCRIBE SECURITIES OR OTHER INVESTMENTS, NOR IS IT PART OF SUCH, AND SHOULD NOT BE CONSTRUED AS SUCH.
ANY PERSON OR ENTITY, INCLUDING ANY PERSON ACTING ON THEIR BEHALF, WHO IS BASED, DOMICILED, LOCATED OR INCORPORATED IN RESTRICTED COUNTRIES (AS THIS TERM IS DEFINED IN THESE TERMS) MUST NOT ACQUIRE OR USE NAEST TOKENS AND MUST LEAVE THE SITE IMMEDIATELY, OTHERWISE SUCH PERSON ASSUMES ALL RESPONSIBILITY ARISING FROM THE CONTINUED USE OF THIS SITE (AND/OR NAEST TOKENS) AND MUST INDEMNIFY NAEST FOR ANY RESULTING DAMAGE.
NAEST EXPRESSLY DISCLAIMS ANY LIABILITY, OBLIGATION AND POTENTIAL LIABILITY OF THIRD PARTIES FOR ANY DIRECT OR INDIRECT LOSS, PURE FINANCIAL LOSS, LOSS OF PROFIT OR DAMAGE OF ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS DOCUMENT, (II) ANY ERROR, OMISSION OR INACCURACY IN SUCH INFORMATION OR (III) ANY RESULTING ACTION, (IV) THE USE OR ACQUISITION OF PRODUCTS, AVAILABLE ON THE SITE.
1. TERMS
The following terms have, for the purposes of these general terms and conditions, the following meanings:
1.1. "AML" means anti-money laundering and refers to a set of rules, prescribed by law or self-defined by NAEST, concerning the reduction of money laundering risks.
1.2. "Blockchain" refers to the blockchain technology (protocol) used to store and transmit information, in a transparent and secure manner, operating without a control body. At launch, the protocol on which NAEST tokens will be launched is SOLANA.
1.3. "NAEST Tokens" refers to the tokens that will be issued by NAEST on the SOLANA blockchain during the ICO.
1.4. "NAEST Tokens Private Sale Price" refers to the price of NAEST Tokens as established for the ICO and displayed in the allocations and sales table.
1.5. "NAEST Tokens ICO Presale Price" refers to the prices of NAEST Tokens as established for the ICO and displayed in the allocations and sales table.
1.6. "NAEST Tokens ICO Public Sale Price" refers to the price of NAEST Tokens as established for the ICO and displayed in the allocations and sales table.
1.7. "ICO" refers to the Initial Coin Offering launched by NAEST concerning the NAEST Tokens.
1.8. "NAEST Project" has the meaning indicated in the White Paper.
1.9. "Digital Assets" refers to all cryptographic assets USDT, USDC, BTC, ETH, SOL and other altcoins authorized for the purchase of NAEST Tokens and allowed by NAEST during the ICO and any additional digital asset that NAEST may authorize for the purchase of NAEST Tokens from time to time.
1.10. "European Economic Area" or "EEA" refers to all EU countries as well as Switzerland, Iceland, Liechtenstein, and Norway.
1.11. "Participant" refers to Buyers authorized to participate in the ICO.
1.12. "KYC" means "Know Your Customer" and represents a process of identification and verification of a particular Buyer's identification data.
1.13. "Participants" refers to Buyers of NAEST Tokens during the ICO.
1.14. "Buyer" refers to any entity or natural person participating in the NAEST project participation process during the ICO.
1.15. "Restricted Countries" refers to :
1.16. "GTC" refers to these general terms and conditions.
1.17. "Total NAEST Token Supply" means the maximum quantity of NAEST Tokens.
1.18. "VAT" refers to the value-added tax of the relevant jurisdiction, if applicable.
1.19. "Website" means www.naest.eu
1.20. "White Paper" or "Whitepaper" refers to this document, published on the Website, or any other document created by NAEST, describing the envisaged characteristics and operability of the NAEST Project and the NAEST Token.
2. STATEMENT OF FACTS
2.1. The NAEST project ("NAEST Project") envisions the NAEST ICO project as described in the White Paper.
2.2. To organize the economy behind the NAEST Project, we envision issuing an NAEST token on the blockchain, allowing anyone to be rewarded for their participation in our ICO operation.
2.3. The NAEST Project does not provide for the issuance or provision of: 2.3.1. Any security or investment product whatsoever; 2.3.2. Any exchange service between virtual currencies and fiat currencies; 2.3.3. Any digital asset custody service for third parties.
2.4. The Buyer understands and accepts that the NAEST Project is currently in the alpha development phase and still requires substantial development work and presents risks in its execution. Due to unpredictable material, conceptual, technical, and commercial changes before the final launch, or at any time after the launch of the blockchain, the Buyer understands and accepts that an upgrade of the blockchain and/or NAEST Tokens may be necessary and that, if the Buyer decides not to participate in this upgrade, they will no longer be able to use their NAEST Tokens and non-upgraded NAEST Tokens may lose all their functionalities.
3. NAEST TOKEN STRUCTURE AND RIGHTS OF HOLDERS
3.1. The NAEST Token will first be initiated on the blockchain as a smart contract deployed on the SOLANA blockchain. 3.1.1. The creation and maintenance of the NAEST Token on the blockchain involve a risk of hacking, human error, and technical problems. 3.1.2. The transfer of NAEST Tokens from native wallets to the Buyer's wallet and the use of the blockchain involve a risk of hacking, human error, and technical problems. 3.1.3. NAEST cannot be held liable in the cases mentioned above if it results in harm to Buyers.
3.2. NAEST Tokens do not confer any rights, explicit or implicit, other than those stated in this White Paper. In particular, NAEST Token holders will have no influence on the development or governance of NAEST, and NAEST Tokens do not represent or constitute any ownership rights or participation, share or security or equivalent rights, nor any right to receive future revenue shares, nor any other form of participation in NAEST. Buyers understand that by acquiring NAEST Tokens, they have no participation rights, no monetary claim, no interest, or any other right in NAEST and its governance.
3.3. Receipt and conversion of NAEST Tokens 3.3.1. The NAEST token will be issued on the SOLANA blockchain according to the process described in the White Paper.
3.4. NAEST Tokens will not entitle Buyers to: 3.4.1. Participate and vote in any decision made within NAEST SAS, 3.4.2. Benefit from any economic right, gain, asset, or equivalent economic claim against NAEST.
3.5. Although NAEST makes its best efforts to ensure that NAEST Tokens are listed on digital asset exchanges, NAEST does not commit to or guarantee that NAEST Tokens will be exchangeable on these centralized digital asset exchanges.
3.6. You explicitly accept and understand that the characteristics of the Project, blockchain, and NAEST Token described herein may not all be implemented ultimately due to unforeseeable circumstances. The blockchain and NARST Token do not depend solely on the NAEST Project but also on the involvement and activities of community members. The technologies used for the development of the NAEST project are developing at a rapid pace, and innovations are constantly being introduced. Therefore, the final products and services of the NAEST Project and the NAEST Token may be different in terms of functionalities, nature, and structure, which you explicitly accept and confirm that you understand that the characteristics described in this document are only intended to serve as an example.
4. DISTRIBUTION OF NAEST TOKENS
4.1. Contributions given to NAEST in exchange for NAEST Tokens are considered financial participations in the NAEST project. Failure to follow the instructions provided on the Website may limit, delay, or prevent the Buyer from contributing and receiving NAEST Tokens. Buyers understand and accept that they are only making a contribution to NAEST's ICO and will receive NAEST Tokens in exchange.
Contributions will only be allowed in USDT, USDC, ETH, and BTC (the "Digital Assets") or EUR (SEPA transfer or credit card payment) and will be made using a smart contract system on the blockchain and will be subject to a correlative payment of NAEST Tokens in exchange.
4.2. NAEST reserves the right to use an emergency stop functionality at any time to halt the NAEST Token distribution process. The use of this functionality remains at NAEST's discretion and should only be used in limited situations, such as, but not limited to:
Serious security issue detected
Severe network performance problem, depriving all Buyers of equal treatment
Any type of material attack on the NAEST Tokens, the contribution and token issuance functionality, the blockchain, the Website, or other unforeseen circumstances at NAEST's sole discretion.
4.3. The distribution of NAEST Tokens will be carried out after the complete completion of the KYC process. Buyers wishing to participate in the distribution of NAEST Tokens will be required to send their digital assets for the acquisition of NAEST Tokens from a SOLANA wallet address, of which they control the private key, while this address must not belong to a digital asset exchange. Buyers will receive their NAEST Tokens only at the same address from which they sent their digital assets.
4.4. Digital assets received as payment by NAEST will belong to NAEST and will be used by NAEST at its sole discretion to pay for expenses of the NAEST Token distribution process, and to develop, launch, and operate the NAEST Project.
4.5. NAEST Tokens will be allocated to the Buyer under the financial conditions provided for in the White Paper.
4.6. The number of NAEST Tokens allocated to Buyers will be calculated taking into account the euro value of the digital assets sent by the Buyer with the conversion rate displayed on the Website in exchange for NAEST Tokens.
4.7. ICO Phases: The ICO will consist of three different participation phases, as indicated in the White Paper (Private Sale, ICO Presale, and ICO Public Sale).
4.8. Discounts will be granted to Buyers depending on the phase in which they purchase NAEST Tokens. All Buyers will purchase NAEST Tokens based on the NAEST Token price.
4.9. Token Allocation: NAEST will issue up to a maximum of 10,000,000,000 NAEST tokens (the "Total Supply").
4.9.1. The ICO will be canceled if less than the Soft Cap value is collected during the three planned rounds (the "Soft Cap"). In the event that the Soft Cap is not reached, the amounts raised during the ICO will be refunded to ICO Buyers. In case of purchase in digital assets, and if the Soft Cap is not reached, following the announcement of the ICO cancellation, the amounts received will be refunded minus the fees for sending digital assets on the corresponding network.
4.10. Excess Participation: In the event that the ICO is oversubscribed, NAEST will propose to Buyers to allocate the excess subscription to the ICO. In the event that the Buyer does not agree with this proposal, the excess digital assets and funds received will be returned to the Buyer. In the event that the Buyer approves the allocation of the excess subscription to the ICO, NAEST will have the option of either returning the excess digital assets or tokens to the Buyer or allocating NAEST Tokens corresponding to the third round of the ICO to the Buyer.
4.11. NAEST Token Delivery Buyers explicitly accept hereby that it is at NAEST's sole discretion to decide that Buyers will only be allowed to receive their respective NAEST Tokens after completing the KYC process, i.e., after providing the required personal data in accordance with these GTC. Buyers explicitly acknowledge and accept that they may not receive NAEST Tokens if they do not complete the KYC process, even if they have already sent Digital Assets or funds to the Website, and that these contributions should not be refunded due to their reluctance or inability to complete the KYC process.
4.12. Website (see contact details in the whitepaper) The distribution of NAEST Tokens will be offered only through the Website. No third-party Website or different provider is authorized and has not been in any way supported, engaged, or authorized by NAEST and should not be invoked in any way. The only official and authorized Website and the sole provider of NAEST Token distribution. You must ensure that your web browser's URL indicates that it uses a secure hypertext transport connection ("https") and that the domain name is correct. NAEST will not be responsible for errors made by Buyers when using the Website. Notwithstanding the foregoing, NAEST may partner with a third-party service provider to facilitate the acquisition of NAEST Tokens by Buyers.
4.13. No Refunds All contributions to NAEST in exchange for NAEST Tokens are final and non-refundable, except in the case where the ICO Soft Cap is not reached. NAEST will not refund Buyers in the event that they do not receive NAEST Tokens or in the event that the NAEST Project is ultimately not deployed or does not operate permanently or does not offer exactly equivalent services and features described in the White Paper. By participating in NAEST's ICO, you acknowledge that NAEST is not required to provide a refund for any reason, and that you will not receive money or other compensation in lieu of a refund.
NAEST will not refund Buyers in the event that the NAEST project is ultimately not deployed or does not operate permanently or does not offer exactly equivalent services and features described in the White Paper.
4.14. No Consumer The NAEST token is not a consumer product and Buyers explicitly accept and agree that they are not covered by consumer protection regulations of any jurisdiction.
5. RISKS
5.1. You understand that digital assets, NAEST Tokens, blockchain technology, and other associated and related technologies are new and untested and are beyond the exclusive control of NAEST, and that adverse changes in market forces or technology, broadly interpreted, may prevent or impair NAEST's performance under these GTC.
5.2. In addition to the above, you also acknowledge that you have been warned of the following risks associated with the Website, blockchain, NAEST, and other relevant technologies mentioned herein.
5.2.1. Legal Risks There is a risk that in certain jurisdictions, NAEST Tokens may be considered a "security" or another regulated investment, now or in the future, or that they may be considered another type of regulated instrument. NAEST believes, but does not make any representations, warranties, or assurances that NAEST Tokens do not constitute a security or regulated investment in all jurisdictions.
NAEST has, to its knowledge, already prohibited the acquisition of NAEST Tokens by individuals and entities from jurisdictions where legal uncertainties regarding the acquisition, sale, and use of digital assets are unreasonable. Each Buyer of NAEST Tokens will bear their own legal or financial consequences if NAEST Tokens are considered a security or other regulated investment or instrument in their respective jurisdiction.
Based on NAEST's current belief that NAEST Tokens are not securities or other regulated securities at the time of issuance, NAEST does not intend to attempt to comply with securities laws or regulated investment offerings in any jurisdiction; However, due to the constantly evolving regulatory environment worldwide, NAEST reserves the right to decide to register, obtain a license, or take other measures to attempt to comply with any new law or regulation relating to NAEST and NAEST Tokens, which could have a material adverse effect on (i) NAEST's ability to conduct the ICO and/or (ii) the ability of NAEST Token holders to use or exchange their NAEST Tokens.
Each Buyer is required to determine for themselves whether the acquisition, receipt, trading, use, transfer, or disposal of NAEST Tokens is legal in their jurisdiction, and hereby undertakes not to use NAEST Tokens if their use is not legal in the relevant jurisdiction. If a Buyer determines that the use of NAEST Tokens under these GTC is not legal in their jurisdiction, they must not use NAEST Tokens, nor acquire them and must immediately cease using or possessing them if such a case arises.
The acquisition of digital assets for personal possession and their exchange for other digital assets will most likely continue to be closely scrutinized by various regulatory bodies worldwide, which has so far resulted in mixed regulatory reactions and impact. NAEST's legal ability to provide NAEST Tokens and the blockchain in certain jurisdictions may be eliminated by future regulation or legal actions. In the event that it becomes highly certain that NST Tokens are not legal in certain jurisdictions, NAEST will either a) cease operations and potential use of NAEST Tokens in that jurisdiction, or b) adapt NAEST Tokens and the blockchain to comply with regulations if this proves to be a possible and viable alternative.
5.2.2. Risks Associated with Blockchain NAEST Tokens are based on the blockchain. As such, any malfunction, unintended function, or unexpected operation of the blockchain may cause NAEST Tokens to malfunction or function in an unexpected or unintended manner.
5.2.3. Risk of Adverse Regulatory Actions in One or More Jurisdictions Blockchain technologies have been subject to scrutiny by various regulatory bodies worldwide, including but not limited to anti-money laundering and securities/investment regulations. The operation of the blockchain and associated blockchain networks, as well as digital assets and NAEST Tokens, could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital tokens such as NAEST Tokens, which could impede or limit materially their existence, permissibility of their use and possession, and thus cause a significant reduction in their value.
5.2.4. Risk of Theft and Hacking Hackers or other groups or organizations may attempt to interfere with your Third-party Wallet, the Website, or the availability of NAEST Tokens and Digital Assets in several ways, including but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. You hereby agree that NAEST shall not be responsible for any such loss you may incur.
5.2.5. Risk of Security Weaknesses in the Website and NAEST Tokens Source Code or any Associated Software and/or Infrastructure There is a risk that the Website and NAEST Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of NAEST Tokens.
5.2.6. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, NAEST Tokens, and the blockchain, which could result in the theft or loss of NAEST Tokens.
5.2.7. Risk of Mining Attacks As with other decentralized cryptocurrencies, the blockchain used for NAEST Tokens 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 attack presents a risk to the NAEST Tokens, correct execution and sequencing of NAEST Tokens, and correct execution and sequencing of smart contract computations in general. Despite NAEST's efforts, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks with which the NAEST Tokens interact, and consequently, the NAEST Tokens may be impacted in that way to the extent described above.
5.2.8. Risk of Low or No Liquidity While there are currently online services that allow for exchanging digital assets among themselves, and some of them allow exchanging digital assets for fiat currency, there is no guarantee that NAEST Tokens will be listed or made available for exchange against other digital assets and/or fiat currency, and no guarantee is given as to the capacity (volume) of such potential exchange. It should be explicitly warned that such exchange, if any, might be subject to poorly-understood regulatory oversight, and NAEST does not give any warranties in regard to exchange service providers. Buyers may be exposed to fraud and failure. In any case, NAEST will not enable the exchange of NAEST Tokens for other digital assets or for fiat currency. The Buyer may, at any time, be unable to acquire or dispose of its NAEST Tokens due to lack of liquidity.
5.2.9. Risk of Loss of Value Although NAEST Tokens are not financial instruments, they may be assigned a certain monetary value by Buyers and markets. NAEST gives no guarantee as to the value of NAEST Tokens and warns Buyers that the value of NAEST Tokens may fluctuate and that NAEST Tokens may also lose their value entirely. Various reasons may cause adverse fluctuations in the value of NAEST Tokens.
5.2.10. Risk of Change / Fees There is an exchange risk for the Buyer as the exchange rate of digital assets used to calculate the number of NAEST Tokens will not necessarily be the rate used at the time the Buyer sent the digital assets but the rate at the time it was received by NAEST. Additionally, additional fees and commissions may be incurred in connection with the conversion.
5.2.11. Risk of Blockchain Malfunction or Any Other Blockchain It is possible that the blockchain, with which NAEST Tokens interact, may experience an adverse malfunction including, but not limited to, a malfunction that results in the loss of NAEST Tokens.
5.2.12. Risks Related to Internet Transmission NAEST assumes no responsibility for communication failures, interruptions, errors, distortions, or delays you may experience when using the Site and NAEST Tokens, regardless of the cause.
5.2.13. Unforeseen Risks Digital assets and blockchains are new and untested technologies. In addition to the risks set out here, there are risks that NAEST cannot anticipate and it is not reasonable to believe that such risks could have been foreseeable. Risks may further materialize in unanticipated ways, all of which could result in a loss of value and utility of NAEST Tokens.
5.2.14. Unforeseeable Events NAEST will not be held responsible for any loss, damage, or other form of loss resulting from a force majeure event. Force majeure is an unforeseen and unexpected event that occurs independently of the will of the contracting parties and which they could not have foreseen at the time of concluding the contract.
5.2.15. Insufficient Interest in the NAEST Project It is possible that the NAEST project, NAEST Tokens, or the blockchain may not be used by a large number of individuals, companies, and other organizations and that public interest in creating and developing its functionalities is limited.
5.2.16. The NAEST Project, NAEST Tokens, as Developed, May Not Meet Your Expectations The NAEST Project is currently under development and may undergo significant changes before its release. Your expectations regarding the form and functionality of the NAEST Project and NAEST Tokens may not be met upon release of the new Site, deployment of the NAEST Project, additional products and services for a number of reasons, including a change in design and implementation plans and the execution of the implementation of NAEST Tokens.
5.2.17. The NAEST Project May Never Be Completed or Released It is possible that NAEST's blockchain may never be released and operational, or that it may be significantly delayed for unforeseen reasons, even if NAEST makes reasonable efforts to complete and deploy it.
5.2.18. Speculative Participation Participation in an ICO is highly speculative. The purchase of NAEST Tokens should only be considered by participants capable of long-term commitment and aware of the risk factors associated with such an ICO. Buyers should only purchase NAEST Tokens if they are able to bear the risk of total loss of their investment and if they do not need immediate liquidity for this purchase.
5.2.19. NAEST Token Buyers May Experience Greater Dilution NAEST is able to issue NAEST Tokens in accordance with the T&C. NAEST Token buyers may experience greater dilution in the future.
5.2.20. Less Than Total Pre-sold Amount There is no guarantee that a sufficient quantity of NAEST Tokens will be sold during the ICO. In this case, less than the maximum amount of funds needed will be available to NAEST and, consequently, its technological and business development plans and prospects could be negatively affected.
5.2.21. Development on a Best Effort Basis ICO Buyers further confirm that they understand and accept that, although the individuals and entities assigned to this task, particularly NAEST, make reasonable efforts to develop and complete the NAEST project, it is possible that this development may fail partially or totally and that NAEST Tokens may become useless and/or worthless due to technical, commercial, regulatory or other reasons.
5.2.22. No Ownership, Revenue or Governance Rights The Buyer understands and accepts that NAEST Tokens do not represent or constitute an ownership right or stake, share or security or equivalent rights, nor a right to receive future revenue shares or any other form of participation or governance right in or relating to NAEST.
5.2.23. Risk of Non-Compliance with Privacy Regulations At the time of publication of these GTC, not all aspects of the effects of privacy regulation are clear yet, and privacy regulation may differ considerably in different jurisdictions around the world. Some envisaged features of the project may not be inherently compliant with applicable regulations and will need to be adjusted, modified, or omitted.
5.3. NAEST Tokens and the NAEST Project are provided "as is" and "with all faults". We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise, regarding the NAEST Tokens and the NAEST Project, including any warranty that the NAEST Tokens will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by law, we, our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
5.4. Business Risks: Buyers acknowledge that they have been warned of the business risks associated with the Site, digital assets, NAEST Tokens, the NAEST project and other relevant technologies mentioned herein:
5.4.1. No Guarantee of Profitability: NAEST operates at a loss and there is no guarantee that the NAEST project will ever be profitable. No revenue has been recorded as of the date of these GTC.
5.4.2. Personal Data: NAEST receives, transmits and stores a large volume of personally identifiable information and other sensitive data from its customers and potential customers. There are French laws concerning privacy and the storage, sharing, use, disclosure and protection of personally identifiable information and sensitive data.
Specifically, personally identifiable information is increasingly subject to legislation and regulations designed to protect the privacy of personal information that is collected, processed and transmitted. Any violation of these laws and regulations may require NAEST to change its business practices or operational structure, face legal claims, and bear monetary penalties and/or other harm to its business.
5.4.3. Additional Capital May Be Required: NAEST intends to continue making investments to support the growth of its business and build the NAEST project. As such, it may need additional capital to pursue its business objectives and respond to business opportunities, challenges or unforeseen circumstances, including increasing its marketing expenditures to improve its brand awareness, developing new products or services or enhancing existing products or services, enhancing its operating infrastructure and acquiring complementary businesses and technologies. Consequently, it may need to engage in equity or debt financings in addition to the ICO to obtain additional funds. However, additional funds may not be available when NAEST needs them, on terms that are acceptable to NAEST, or at all. Furthermore, NAEST's agreements with other lenders may make it more difficult to obtain additional capital and pursue business opportunities.
If NAEST raises additional funds through issuances of equity or convertible debt securities, its existing shareholders could suffer significant dilution, and any new equity securities issued by NAEST could have rights, preferences and privileges superior to those of holders of its ordinary shares. If NAEST is unable to obtain adequate financing or financing on terms satisfactory to NAEST, when it requires it, its ability to continue to pursue its business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and its business, operating results, financial conditions and prospects could be adversely affected.
5.4.4. Breaches of Confidential Customer Information Security: NAEST stores customers' personal information and other sensitive data. Any accidental or intentional security breach or other unauthorized access could result in the theft and criminal use of this data. Security flaws or unauthorized access to confidential information could also expose NAEST to liability related to the loss of this information, lengthy and costly litigation, and negative publicity.
If security measures are breached due to third-party action, employee error, malfeasance, or otherwise, or if design flaws in NAEST's software are exposed and exploited, and as a result, a third party obtains unauthorizeEd access to customer data, NAEST's relationships with its customers will be severely damaged, and NAEST could incur significant liability.
As the techniques used to obtain unauthorized access or sabotage systems change frequently and are generally not recognized until launched against a target, NAEST may be unable to anticipate these techniques or implement adequate preventative measures, which are costly to implement. Any security breach, whether actual or perceived, may lead to a loss of customer confidence in the effectiveness of its data security measures and damage its reputation, and NAEST may lose customers.
5.4.5. Protection of Intellectual Property Rights: NAEST's ability to serve its customers will depend, in part, on its intellectual property. It primarily relies on copyright, trade secret, and trademark laws, trade secret protection, and confidentiality or license agreements with its employees, customers, and others to protect its intellectual property rights. However, the steps it takes to protect its intellectual property rights may be inadequate. NAEST currently has no issued patents.
To protect its intellectual property rights, NAEST may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce its intellectual property rights could be costly, time-consuming, and distracting to management and could result in the impairment or loss of portions of its intellectual property. Furthermore, its efforts to enforce its intellectual property rights may be met with defenses, counterclaims, and counterattacks attacking the validity and enforceability of its intellectual property rights. NAEST's failure to secure, protect and enforce its intellectual property rights could seriously harm its brand and adversely affect its business.
5.4.6. Success of Marketing Efforts: NAEST believes that an important component of its growth will be the continued market penetration of its direct marketing channel. To achieve this growth, NAEST plans to rely heavily on marketing and advertising to increase brand visibility of the NAEST Project with potential Buyers. The goal of this marketing and advertising is to increase the strength, recognition, and trust in the NAEST brand, to drive more unique visitors to participate in the NAEST ecosystem. If NAEST is unable to recover its marketing costs through increases in NAEST product and service usage, or if it discontinues its broad marketing campaigns, it could have a material adverse effect on its growth, results of operations, and financial condition.
5.4.7. Quality of the Team: NAEST believes its success has depended, and continues to depend, on the efforts and talents of its executives and employees.
Its future success depends on its continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and NAEST may incur significant costs to attract and retain them. In addition, the loss of any of its senior management or key employees could materially adversely affect its ability to execute its business plan and strategy, and NAEST may not be able to find adequate replacements on a timely basis, or at all.
5.4.8. Litigation may adversely affect NAEST's business and financial condition:
NAEST's business is subject to the risk of litigation by employees, customers, consumers, suppliers, competitors, shareholders, government agencies, or others through private actions, class actions, administrative proceedings, regulatory actions, or other litigation. The outcome of litigation, particularly class action lawsuits, regulatory actions, and intellectual property claims, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. In addition, certain of these lawsuits, if decided adversely to NAEST or settled by NAEST, may result in liability material to its financial statements as a whole or may negatively affect its operating results if changes to its business operations are required.
The cost of defending future litigation may be significant. There may also be adverse publicity associated with litigation that could negatively affect customer perception of its business, regardless of whether the allegations are valid or whether NAEST is ultimately found liable. As a result, litigation may adversely impact its business and financial condition.
5.4.9. Industry Risk: Limited Operating History in an Evolving Industry
NAEST has no operating history in an evolving industry that may not develop as expected.
Evaluating its business and future prospects is challenging in light of the risks and difficulties it may encounter. These risks and difficulties include its ability to:
Navigate complex and evolving regulatory and competitive environments;
Increase the number of Buyers;
Successfully maintain and evolve our internal controls to manage compliance with a complex and evolving regulatory environment;
Successfully develop and deploy new products;
Successfully maintain its funding strategy;
Favorably compete with other companies that are currently in, or may in the future enter, the blockchain technology core industry;
Successfully navigate economic conditions and fluctuations in the blockchain core technology market;
Effectively manage the growth of its business;
Successfully expand its business;
Continue to develop, maintain and scale the NAEST project;
Effectively use limited personnel and technology resources;
Effectively maintain and expand its financial and risk management controls and procedures;
Attract, integrate and retain an appropriate number of qualified employees.
5.4.10. Changes in Legislation: There is no guarantee that income tax laws and laws relating to the industry in which NAEST operates will not be changed in a manner that adversely affects NAEST's business plan and the NAEST project.
6. ELIGIBILITY
6.1. The Site, the NAEST Project, and NAEST Tokens are not offered for use by individuals and legal entities who are "residents" (as defined in applicable local regulations) or who have their registered office (in each case "Restricted Persons") in Restricted Countries.
6.2. More generally, NAEST Tokens are not intended for sale:
6.2.1. To natural and legal persons with their habitual residence or registered office in Restricted Access Countries, who must not use the Site and cannot acquire NAEST Tokens. None of NAEST's activities take place in regulated areas,
6.2.2. To a natural person under the age of 18,
6.2.3. To legal entities, natural persons, or their beneficial owners who have not provided consistent or sufficient evidence of their identity,
6.2.4. To persons subject to sanction(s) and/or wanted persons,
6.2.5. To a person whose public cryptographic address has never been registered in NAEST's whitelist,
6.2.6. To natural or legal persons subject to U.S. law within the meaning of U.S. regulations,
6.2.7. To natural or legal persons subject to Chinese legislation,
6.2.8. To natural or legal persons having the nationality of a State or territory appearing on the lists of prohibited countries ("Prohibited Countries"), in accordance with Article L.561-4-1 of the French Monetary and Financial Code or subject to the laws of Prohibited Countries,
6.2.9. To Buyers whose IP address is located in one of the Prohibited Countries.
6.3. NAEST reserves the right to decide, at its own discretion, to adopt reasonable organizational and technical measures to ensure that the websites and NAEST Tokens are not accessible to Restricted Persons. Given that NAEST Tokens are offered on the Internet (world-wide web), NAEST and Buyers understand that it is possible that there may be some NAEST Tokens transferred to Restricted Persons. Therefore, NAEST explicitly prohibits Restricted Persons from using NAEST Tokens. NAEST cannot be held responsible for any legal or monetary consequences arising from such use. Persons who use NAEST Tokens despite the prohibition must, upon first request, indemnify NAEST and hold it harmless from any legal or pecuniary consequences arising from their breach of the conditions described in this paragraph 7.2.2. Restricted Persons must immediately cease using NAEST Tokens and leave the Site.
6.4. If you are registering to use NAEST's products and services in the future on behalf of a legal entity, you represent and warrant to NAEST and its management:
that you are not a Restricted Person,
that this legal entity is duly organized and validly exists under the applicable laws in the jurisdiction of its organization; and
that you are duly authorized by this legal entity to act on its behalf.
6.5. You further represent and warrant that you are of legal age to enter into commitments (at least 18 years old in most jurisdictions);
6.5.1. You have full power and authority to accept these terms and conditions and, in doing so, you will not violate any other agreement to which you are a party;
6.5.2. You are not Restricted Persons;
6.5.3. You have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury, US Office of Foreign Assets Control (OFAC) or any similar entity in any other country in the world;
6.5.4. You agree not to use NAEST Tokens if applicable laws in the jurisdiction of your habitual residence or company prohibit you from doing so in accordance with these terms and conditions;
6.5.5. You acknowledge having a thorough knowledge of the functionality, use, and storage of digital assets, smart contracts, and blockchain-based software;
6.5.6. You acknowledge having carefully reviewed the content of this document and having understood and accepted these terms and conditions,
6.5.7. You are contributing digital assets from a cryptographic wallet or wallet service provider that technically supports NAEST Tokens (in order to receive them validly),
6.5.8. You acknowledge having obtained and received sufficient information about NAEST Tokens to make an informed decision regarding their acquisition;
6.5.9. You are not making a contribution with Digital Assets or funds that result directly or indirectly from, or have been previously used for any "money laundering" activity of any kind, and upon request from NAEST, you hereby agree to provide NAEST with any available information you have necessary to prove this statement to NAEST or any required exchange or governmental entity;
6.5.10. You acknowledge understanding that NAEST Tokens only confer the right to benefit from NAEST's products and services within the framework of the NAEST project, as indicated in our White Paper, and do not confer any other right of any nature whatsoever concerning the NAEST project, such as the right to vote at its annual general meeting, the right to dividends or any other distribution or any other financial or legal right;
6.5.11. You are acquiring NAEST Tokens to access/execute NAEST's products and services and to support their development, testing, deployment, and operation; and that you are not acquiring NAEST Tokens for other purposes or uses, including, but not limited to, speculative investment purposes or other financial purposes;
6.5.12. Your acquisition and use of NAEST Tokens comply with applicable legislation and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold required in your jurisdiction to acquire NAEST Tokens, use NAEST Tokens in the blockchain and enter into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to the acquisition and holding of tokens, and (iii) any governmental or other consent that may need to be obtained.
7. FINANCIAL REGULATION
7.1. NAEST believes that NAEST Tokens are utility tokens within the meaning of Article L.552-2 of the French Monetary and Financial Code (i.e., an intangible asset representing, in digital form, one or more rights that can be issued, recorded, stored, or transferred using a shared electronic registration device that allows direct or indirect identification of the asset owner).
7.2. NAEST closely monitors legislative changes in the most relevant jurisdictions worldwide where NAEST Tokens could be qualified differently or unregulated. Consequently, NAEST intends to act accordingly if regulatory changes impact the operations of NAEST Tokens and the NAEST project. NAEST is not a financial institution and is currently not under the supervision of any financial supervisory authority. NAEST does not provide authorized financial services such as investment services, capital raising, fund management, or investment advice. NAEST believes (but cannot guarantee) that the distribution of NAEST Tokens does not constitute a public offering, a regulated "security," or an equity or debt instrument.
7.3. The NAEST Token does not represent and does not constitute an investment in a security or financial instrument within the meaning of EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments.
7.4. The NAEST Token is not electronic money within the meaning of Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions.
7.5. The NAEST Token is not a payment service within the meaning of European Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, nor within the meaning of European Directive No. 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services 2 (PSD 2).
7.6. In accordance with the above, any Buyer subject to these terms is aware that they cannot expect judicial protection from the respective local regulator for damages or losses that may arise from the risks described in these GTC.
7.6.1. This agreement or any other agreement, product, and signed by NAEST, as well as the Site, and all of their content do not constitute an offer or solicitation to sell shares or securities.
7.6.2. None of the information or analyses presented is intended to form the basis of an investment decision, and no specific recommendation is intended, and NAEST's services and the Site are not, do not offer, and should not be construed as investment products, securities, or financial products.
7.6.3. NAEST intends to make its best efforts to cooperate with any legal governmental or regulatory authority or supervisory authority of any country, as well as with all authorized financial institutions.
8. LIABILITY
8.1. You hereby agree, to the fullest extent permitted by law (for yourself, your successors and assigns), that NAEST and their affiliates, as well as their respective officers, directors, advisors, employees or agents, with respect to the Site, the NAEST Project and the offering, distribution and use by you of NAEST Tokens, will not be liable to you or anyone for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including, but not limited to, loss of revenue, loss of profits, business loss or damages resulting from the offer, sale, use or loss of use of NAEST Tokens, the Site or the blockchain) or damages caused by data breach, even if NAEST has been advised of the possibility of such damages or losses, including, but not limited to, from the use or attempted use of NAEST Tokens, the Site or the NAEST project. In no event shall the aggregate liability of NAEST and its affiliates, whether in contract, warranty, tort or any other theory, exceed the amount received from contributions.
8.2. Furthermore, neither we nor any of our affiliates or licensors or ambassadors will be responsible for any compensation, reimbursement, or damages you or your successors and assigns may have in connection with:
Your inability to use the Site, blockchain or NAEST Tokens, including, without limitation, as a result of any termination or suspension of the blockchain or these GTC, including as a result of power outages, maintenance, defects, system failures or other interruptions;
The cost of procurement of substitute goods or services;
Any investments, expenditures, or commitments by you in connection with these terms and conditions or your use of or access to the Site, blockchain and NAEST Tokens; or
Any unauthorized access to, alteration of, deletion, destruction, damage, loss or failure to store any data, including records, private keys or other credentials, associated with the Site, blockchain and NAEST Tokens.
8.3. You (for yourself, your successors and assigns) hereby waive your right to seek restitution of any digital asset you have exchanged with us for the purpose of acquiring NAEST Tokens, including, without limitation, any claim for specific performance.
8.4. You will defend, indemnify, and hold harmless NAEST, our affiliates, licensors or ambassadors, if any, and each of their respective employees, officers, directors, advisors and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third-party claim concerning these GTC or your use of the Site, blockchain and NAEST Tokens contrary to these GTC. If NAEST is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
8.5. The information, software, and products included in or available through the Site and blockchain may include inaccuracies or typographical errors. Changes are periodically added to the information herein. NAEST and/or its suppliers may make improvements and/or changes in the Site and blockchain at any time. NAEST makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the Site, blockchain, NAEST Tokens, information, software, products, services and related graphics contained on the Site for any purpose. To the maximum extent permitted by applicable law, the Site, blockchain and NAEST Tokens and all such information, software, products and related graphics are provided "as is" without warranty or condition of any kind. NAEST hereby disclaims all warranties and conditions with regard to the Site, blockchain, NAEST Tokens, information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
8.6. Honesty: NAEST believes that transparency, honorability and honesty of team members is a key criterion for its success. In this regard, NAEST acknowledges that all NAEST founders, shareholders and team members have the appropriate experience, reputation and honorability to conduct the Project. Furthermore, NAEST undertakes that its senior executives have the necessary integrity to ensure sound and prudent management of NAEST. In this respect, although NAEST is not a credit institution or an investment services provider, NAEST undertakes that its executives have not been convicted of any of the crimes or offenses listed in Article L.500-1-II of the French Monetary and Financial Code.
8.7. In addition, NAEST cannot be held responsible for the following:
8.7.1. Use of NAEST services that are not in accordance with the terms of the contract;
8.7.2. Indirect damages such as loss or disruption of business, loss of orders, operating loss, brand damage, loss of profits or Buyers (e.g., improper disclosure of confidential information concerning said Buyer due to system failure or hacking, third-party action against the Buyer, etc.);
8.7.3. Loss, disclosure or unlawful or fraudulent use of the buyer's identifier by the buyer or third parties;
8.7.4. Suspension of access or temporary or permanent suspension of NAEST Tokens or NAEST ICO Site (particularly following a request issued by an appropriate administrative or judicial authority, or notification received from a third party);
8.7.5. Inadequacy between the functionalities and services of NAEST Tokens and the Buyer's needs (particularly with regard to the sensitivity of the data concerned);
8.7.6. Security incidents related to the use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized access to the Buyer's data or information on or via the Internet.
8.8. Given that NAEST Tokens are based on the blockchain, any malfunction, breakdown, or abandonment of the blockchain may have a significant adverse effect on NAEST Tokens. Furthermore, advances in cryptography, or technical advancements such as the development of quantum computing, could present risks to NAEST Tokens and the blockchain, including the utility of NAEST Tokens, by rendering ineffective the cryptographic consensus mechanism that underpins the blockchain. NAEST reserves the right to substitute an alternative network in the future to replace the SOLANA blockchain if necessary or if it proves useful for the deployment of the NAEST Project.
8.9. Like other decentralized blockchain-based digital assets, NAEST Tokens are susceptible to attacks by miners when validating NAEST Token transactions on the blockchain or any other public blockchain on which the blockchain may operate, including, but not limited to, double-spending attacks and 51% attacks. Any successful attack presents a risk to the blockchain, including, but not limited to, the accurate execution and recording of transactions involving NAEST Tokens.
8.10. Hackers or other malicious groups or organizations may attempt to interfere with the blockchain or NAEST Tokens in various ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, smurfing, and spoofing. Additionally, as the blockchain is open-source, there is a risk that a third party may intentionally or unintentionally introduce a weakness into the core infrastructure of the blockchain, which could negatively impact the blockchain and AEST Tokens.
8.11. You warrant to NAEST that you will not use the Site, NAEST products and services, or NAEST Tokens for illegal purposes or purposes prohibited by these GTC. You may not use NAEST products and services or NAEST Tokens in any manner that could damage, disable, overburden, or impair NAEST products and services, NAEST Tokens, or the Website.
8.12. NAEST reserves the right to rectify any material error or omission in the contractual documents binding it to Buyers without the Buyer being entitled to any compensation.
9. RESPONSIBILITY OF THE NAEST TOKEN BUYER
9.1. The Buyer acknowledges that they are solely responsible for the storage and use of the purchased NAEST Tokens under normal conditions of use, and in accordance with both the legislation in force at the time and place of use and the code of conduct of their profession, which they declare to have full knowledge of.
9.2. Consequently, they will be considered personally responsible for any damaging consequences arising from abnormal, non-compliant, or unforeseeable storage, transfer, or use of NAEST Tokens.
9.3. The Buyer also acknowledges having received from NAEST all necessary details about the information and data they have provided and is therefore solely responsible for the adequacy of the ordered NAEST Tokens for the specific intended use.
9.4. The Buyer undertakes to transmit to NAEST their correct and updated personal data when creating their customer account and each time they may modify said account. NAEST reserves the right to request supporting documents from Buyers to ensure the accuracy of the data they have provided.
9.5. The Buyer will be solely and exclusively responsible for the identifiers necessary to connect to the ICO Site. NAEST cannot be held responsible for any illegal or fraudulent use of the Buyer's login. The provision of logins is deemed confidential. Any suspicion of intentional or unintentional disclosure of the login engages the sole responsibility of the Buyer, excluding that of NAEST.
9.6. The Buyer will assume full responsibility for the consequences of any theft or misuse of purchased NAEST Tokens due to any use by members of their staff or by any person to whom the Buyer has provided their identifier(s). Similarly, the Buyer will assume full responsibility for the consequences of the loss of the aforementioned login(s).
10. NO WARRANTY
10.1. The purchase of NAEST Tokens by Buyers is irrevocable and cannot be suspended. NAEST Tokens have no other value and functionality than to be used on the NAEST Site, extension, marketplace, or search engine. No warranty is attached to NAEST Tokens after their allocation to Buyers.
10.2. NAEST has no control over the operation of the smart contract (or any other public blockchain to which the NAEST Token is or will be connected). Therefore, NAEST cannot, under any circumstances, be held responsible for any failure of said network which could result in the loss or inability for the Buyer to use the NAEST Tokens.
10.3. However, NAEST will provide all necessary care and diligence to provide the best quality of service, in accordance with current business practices and the state of the art. NAEST is only bound by an obligation of means.
10.3.1. NAEST Tokens will only be used if the blockchain actually functions. Otherwise, the value of NAEST Tokens will most likely be zero.
11. CONFIDENTIALITY AND BUYER IDENTIFICATION
11.1. NAEST collects information during the operation of the Site and uses the information you provide to us. When you visit the Site or use our products, we collect information sent to us by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name and type, operating system, mobile network information, and standard web log information, such as your browser type and the pages you accessed on our Site.
When you use a location-enabled device with our Site and products, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for example, provide data on nearby cell towers and Wi-Fi access points. However, we will not disclose your personally identifying information to any third party without your consent, except as provided for herein.
11.2. When you access the Site or use our products or services, we (or Google Analytics or similar service provider on our behalf) may place small data files called cookies on your computer or other device. We use these technologies to recognize you as a buyer, customize our Site and advertising, measure promotional effectiveness, and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
11.3. In principle, we do not, but we may store and process your personal information on our servers in the EU, where our facilities or our service providers are located. We make reasonable efforts to protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. We also authorize access to personal information only for those employees who require it to fulfill their job responsibilities. All of our physical, electronic, and procedural safeguards are designed to comply with applicable laws and regulations. Data may from time to time be stored in other locations.
11.4. We reserve the right to share information we have about you with:
11.4.1. Our banking partners;
11.4.2. Companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your personal information, and you would as well receive prior notice of any change in applicable policy);
11.4.3. Third-party identification services providers for fraud prevention purposes;
11.4.4. Law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our T&Cs;
11.4.5. Other third parties only with your prior consent or direction to do so.
11.5. You may request at any time that we provide you with the data and information we hold about you, and you may also request at any time that we permanently delete this information, all in accordance with applicable European regulations.
11.6. By accepting these T&Cs, you expressly agree, consent, and authorize:
To provide your personal information, such as name, address, or other personal information to NAEST and,
The processing of such data by NAEST for the purposes of obtaining additional personal information in order to verify the validity of your participation in the ICO.
You hereby acknowledge that personal information will be collected and stored by NAEST for the period necessary to perform the distribution of NAEST Tokens and for purposes related to the subject matter of these T&Cs.
12. ANTI-MONEY LAUNDERING AND KNOW YOUR CUSTOMER PROCESS
12.1. You are required to follow the KYC procedure published on the Site before participating in the ICO. If you do not provide the information we request, we may, at our sole discretion, decide to refuse your participation and not distribute NAEST Tokens to you.
12.2. NAEST reserves the right to modify the Anti-Money Laundering and Know Your Customer (KYC) procedure at its discretion without any explanation, and the AML/KYC procedure may be adapted on a case-by-case basis.
12.3. NAEST will use the services of a provider (see white paper) to implement and execute the KYC process for Buyers.
12.4. You understand and agree that you may be denied receiving NAEST Tokens without completing the KYC procedure, and that we may refuse to issue NAEST Tokens even if you have contributed the correct amount of digital assets or funds in accordance with these GTC.
12.5. You understand and agree that you may be asked to provide additional information in the future to comply with additional AML/KYC requirements. If you do not comply with these additional requirements, NAEST reserves the right to reject your application. If NAEST rejects your application, it will return your contribution. As you contributed in digital assets, only digital assets will be returned to you. All transactional and operational costs will be borne by the Buyer.
12.6. NAEST reserves the right to reject your identification request if you are unable to provide the information in accordance with these GTC and other conditions published on our Site. We will retain your data in accordance with French regulations. All personal data collected will be used only for the purpose and within the framework of the participation process to meet the compliance requirements of investment banks.
12.7. NAEST has implemented its anti-money laundering and illicit activity financing mechanism by:
12.7.1. Identifying and verifying the identity of its Buyers,
12.7.2. Implementing technical mechanisms for controlling the source of digital assets brought to NAEST,
12.7.3. Monitoring Buyers' activities and NAEST Token transactions.
12.8. NAEST collects from all Buyers:
Name
Residential address
A written statement attesting that they are not "US Persons" or "PRC Persons" (this may be a checkbox on a notification)
Email address
Geolocation of their IP address
Recording of their cryptographic address where to receive NAEST Tokens.
12.9. NAEST also collects data from individual Buyers: Copy of a valid photo ID (national identity card, passport, driver's license) Identity verification (selfie) Address Date of birth, Nationality.
12.10. NAEST also collects data from Buyers who are legal entities (whose representative is duly authorized):
Legal form
Name
Registration number
Registered office address
Registration certificate (K-bis extract or copy of any official deed or register extract less than 3 months old or extract from the Official Journal)
Copy of information on the company's beneficial owner(s), the natural persons who ultimately control the legal entity wishing to become a subscriber, as well as the company's organizational chart clearly identifying the beneficial owners.
13. TAXES
13.1. All your factual and potential tax obligations related to the acquisition, use, transfer, disposal of NAEST Tokens and the use of the blockchain concern you, and NAEST is in no case and under no condition obliged to compensate your tax obligation or give you advice related to tax matters, including, but not limited to, the type of declaration or report you must make to the competent tax authority, the taxes and to what extent you are obliged to pay, tax exemptions to which you are entitled, etc.
13.2. All fees and charges you must pay are exclusive of any potentially applicable sales, use, VAT, income withholding, and other potentially applicable taxes, and if certain taxes are applicable, they will be added on top of the payable amounts. At our request, you will provide us with any information we reasonably request to determine if we are obligated to collect VAT from you, including your VAT identification number, if applicable. If a deduction or withholding is required by law, you will notify us and pay us any additional amount necessary to ensure that the net amount we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us, upon request, with documentation showing that the withheld and deducted amounts have been paid to the relevant tax authority.
13.3. NAEST Tokens are sold VAT-exclusive.
13.4. The tax treatment of NAEST Tokens is uncertain, and there may be adverse tax consequences for Buyers upon certain future events. It is recommended that each Buyer seek their own tax advice in connection with purchasing NAEST Tokens. Any purchase may result in adverse tax consequences for Buyers, including withholding taxes, income taxes, and tax reporting requirements. Each Buyer should consult with and rely on the advice of their own professional tax advisors with respect to the tax treatment applicable to purchasing NAEST Tokens and any associated rights.
14. INTELLECTUAL PROPERTY
14.1. We retain all rights, title, and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulas, techniques, information, source code, brand names, graphics, Buyer interface design, text, logos, images, information and data pertaining to the Project (whether or not patentable, copyrightable or protectable as trademark, and all trademarks, copyrights and patents based thereon). You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
14.2. These terms and conditions should not be understood and interpreted as an assignment of intellectual property rights unless this is explicitly defined herein.
14.3. You are granted a non-exclusive, non-transferable, revocable license to access and use the Website and the Project and to use NAEST Tokens in strict compliance with these GTC and any other conditions that may be published on the Website now or in the future. To be able to use the Website and NAEST Tokens, you must warrant to NAEST that you will not use the Website, the Project, or NAEST Tokens for illegal purposes or purposes prohibited by these General Terms and Conditions.
You may not use NAEST Tokens in any manner that could damage, disable, overburden, or impair the Website and the Project. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the Site and NAEST Tokens. The limitation on the transferability of the license should not be understood to mean that Buyers are not allowed to transfer NAEST Tokens to third parties.
14.4. All ownership, all copyrights, and other proprietary notices, legends, or other restrictions contained in such content, and you will not make any modifications thereto.
14.5. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of NAEST's intellectual property, in whole or in part, found on the Site or associated products and services. NAEST's intellectual property is not for resale. Your use of NAEST's intellectual property does not entitle you to make any unauthorized use of NAEST's intellectual property, and in particular you will not delete or alter any proprietary rights or attribution notices in NAEST's intellectual property. You will use NAEST's intellectual property solely for your personal use and will make no other use of NAEST's intellectual property without the express written permission of NAEST and the copyright owner. You agree that you do not acquire any ownership rights in NAEST's intellectual property. We do not grant you any licenses, express or implied, to NAEST's intellectual property except as expressly authorized by these GTC.
15. NOTIFICATIONS
15.1. We may validly notify you under these GTC by:
posting a notice on the Site; or
sending an email to the email address associated with your account.
Notices we post on the Site become effective upon posting, and notices we send by email become effective at the time the email is sent. It is your responsibility to keep your email address up to date. You will be deemed to have received any email sent to the email address associated with your account at the time we send it, whether or not you actually receive or read it.
15.2. To give us notice under these terms and conditions, you must contact us by email at the NAEST address published in Contact Details. We may update this email address for notices to us by posting a notice on our Site. Notices to us become effective one business day after they are sent.
15.3. All communications and notices to be made or given under these terms and conditions must be in French or English.
16. MISCELLANEOUS
16.1. Documents, such as the NAEST White Paper and others, published on the Site or elsewhere, are not binding and do not form part - unless explicitly referred to - of these GTC, and are of a descriptive nature only.
16.2. We do not allow persons under the age of 18 to register on our Site and use NAEST Tokens or our products. If we learn that a minor has provided us with personal information, we will immediately delete this information from our files and block their access to our Site and products.
16.3. NAEST will not be responsible for any delay or failure to perform any obligation under these GTC where the delay or failure results from a cause beyond our control, including force majeure, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, changes in blockchain technology (broadly construed), changes in the blockchain, or any other force beyond our control.
16.4. NAEST and its Buyers are independent of each other, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
16.5. These terms and conditions do not create any third-party beneficiary rights for any individual or entity.
16.6. You may not assign these terms and conditions, or delegate or sublicense any of your rights under these terms and conditions, without our prior written consent. Any assignment or transfer contrary to these T&C will be void. Subject to the foregoing, these terms and conditions bind and inure to the benefit of the parties and their respective successors and assigns.
16.7. Our failure to enforce or omission to enforce any provision of these GTC does not constitute a present or future waiver of such provision and does not limit our right to enforce such provision at a later time. Any waiver on our part must be unequivocal and in writing to be effective.
16.8. Unless otherwise stated herein, if any part of these GTC is found to be invalid or unenforceable, the other parts of the GTC will remain in full force and effect. Any invalid or unenforceable part will be construed to affect the intent of the original part. If such construction is not possible, the invalid or unenforceable part will be severed from these GTC, but the rest of the GTC will remain in force and full effect.
16.9. GDPR Compliance: Any information containing personal data must be processed in accordance with all applicable privacy laws and regulations, including, without limitation, the General Data Protection Regulation ("GDPR") (EU) 2016/679 and equivalent laws and regulations. For the purpose of the ICO, NAEST collects the Buyer's email address. In this regard, the Buyer has the following data protection rights:
16.9.1. If the buyer wishes to access their personal information, correct it, update it or request its deletion, they can do so at any time by sending an email to the address displayed in Contact Details.
16.9.2. The Buyer may object to the processing of their personal information, ask NAEST to restrict the processing of their personal information or request the portability of their personal information. The Buyer can exercise these rights by contacting NAEST by email at the address displayed in Contact Details.
16.9.3. If NAEST has collected and processed the Buyer's personal information with their consent, the Buyer can withdraw their consent at any time. Withdrawing the Buyer's consent will not affect the legality of any processing carried out by NAEST prior to the Buyer's withdrawal, nor the processing of the Buyer's personal information carried out on the basis of lawful processing grounds other than consent;
16.9.4. The buyer has the right to complain to a data protection authority about the buyer's collection and use of their personal information.
16.9.5. NAEST responds to all requests received from individuals wishing to exercise their data protection rights in accordance with applicable data protection laws.
16.10. All disputes or claims arising out of or in connection with these GTC, including disputes relating to their validity, breach, termination or nullity, and all disputes or claims arising out of or in connection with the use of the Site, the project and NAEST Tokens will be finally settled by the Commercial Court of Paris in France. The applicable law will be French law, without regard to conflicts of laws.
16.11. You also waive your right to participate in a class action lawsuit or class arbitration against NAEST or any of its affiliates.
16.12. These General Terms and Conditions represent the entire agreement between NAEST and You regarding the subject matter of these General Terms and Conditions, in particular the use of the Site, the NAEST Project, the purchase, use, sale or transfer of NAEST Tokens. These General Terms and Conditions supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these General Terms and Conditions. We will not be bound by, and we specifically object to, any term, condition or other provision that is different from or in addition to the provisions of these GTC (whether or not it materially alters these T&C) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
16.13. If you do not agree with these GTC or believe they should not apply to you, or if you wish to negotiate these GTC, please contact NAEST by email and immediately leave the Site and cease any use of the NAEST Project. Your agreement to acquire NAEST Tokens, your acceptance and purchase of any NAEST Token, your use of NAEST Tokens, and/or your use of the Site or NAEST Project will constitute your binding agreement with these GTC.
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