The following terms and conditions ("Terms") govern your (“you” or the “purchaser”) purchase of cryptographic tokens ("Nicol") from Nicco Global, a company registered in Australia (the “Company”). Each of you and the Company is a “party” and, together, the “parties” to these terms. This website and all related Nicol Token information is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the Nicol Token sale.
If you do not agree to these terms, do not purchase Nicols from the Company. By purchasing Nicols from the Company, you will be bound by these Terms and any Terms incorporated by reference. If you have any questions regarding these Terms, please contact the company at email@example.com.
By purchasing Nicols, and to the extent permitted by law, you are agreeing not to hold any of Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Nicco Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in anyway connected, to the sale of the Nicol, including losses associated with the terms set forth below.
Do not purchase Nicols if you are not an expert in dealing with cryptographic tokens and blockchain-based software systems. Prior to purchasing Nicols, you should carefully consider the terms listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following terms are unacceptable to you, you should not purchase the Nicol.
Purchases of Nicols should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including Ethereum tokens, and blockchain based software systems. Purchasers should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the Company will be available to assist purchasers of the Nicol during the sale, the Company will not be responsible in any way for loss of BTC, ETH or Nicols resulting from actions taken by, or omitted by purchasers. If you do not have such experience or expertise, then you should not purchase Nicols or participate in the sale of Nicols. Your participation in Nicol sale is deemed to be your undertaking that you satisfy the requirements mentioned in this paragraph.
Purchaser agrees to buy, and company agrees to sell, the Nicol tokens in accordance with the following terms:
1. Conditions of Nicol token sale
You may not acquire a Nicol Token if you are a citizen, resident (tax or otherwise) or green cardholder of the United States of America, or a citizen or resident of the Republic of South Africa, or the Cayman Islands.
When you purchase, or otherwise receive, a Nicol Token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the Nicol Tokens:
- neither the Company nor any of the Nicco Global Team has provided you with any advice regarding whether Nicol is a suitable purchase for you;
- you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as bitcoin and ether, as well as blockchain-based software systems generally;
- you are legally permitted to receive and hold and make use of Nicols in your and any other relevant jurisdiction;
- you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of Nicols and allocate Nicols to you;
- you have not supplied us with information relating to your acquisition of Nicols or otherwise which is inaccurate or misleading;
- you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
- you will notify us promptly of any change to the information supplied by you to us;
- you are of a sufficient age (if an individual) to legally obtain Nicols, and you are not aware of any other legal reason to prevent you from obtaining Nicols;
- you take sole responsibility for any restrictions and risks associated with receiving and holding Nicols, including but not limited to these set out in Annex A;
- by acquiring Nicols, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
- you are not obtaining or using Nicols for any illegal purpose, and will not use Nicols for any illegal purpose;
- you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of Nicols;
- your acquisition of Nicols does not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
- to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of Nicol and/or the Ethereum network;
- you accept that the Nicol is being created and you obtain Nicols on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing Nicols without being able to provide an warranties in relation to Nicol, including, but not limited to, title, merchantability or fitness for a particular purpose;
- you accept thatyou bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of Nicols (ii) the potential appreciation or depreciation in the value of Nicols over time, if any, (iii) the sale and purchase of Nicols; and/or (iv) any other action or transaction related to Nicols has tax implications.
2. Overview of Nicol Sale
The anticipated distribution and vesting requirements of the Nicol tokens is set out in our whitepaper (the “Whitepaper”) provided at www.niccoglobal.com (the “Website”).
The maximum total amount of Nicols to be issued is 500,000,000. Nicols are generated as purchasers buy them and the total supply of Nicols will be fixed after the end of the Nicol sale. No more Nicols will be issued after the end of the Nicol sale. Ownership of Nicols during the Nicol token sale carries no rights express or implied. Purchases of the Nicol are non-refundable.
3. Nicol Price
Purchasers in the Nicol Token private and pre-sales will be allocated their Nicol Tokens as set out in our Whitepaper. Tokens will be received in accordance with our vesting schedule (outlined in the whitepaper) once publicly listed on an exchange. The price to purchase is in our Whitepaper. The public listing price cannot be known or guaranteed if/when the public listing happens.
4. Timing of Nicol Token sale
The Nicol sale begins on 1 january 2022 with its private sale and will continue until the cap is reached or unless otherwise terminated. The pre-sale will then commence and continue until its cap is reached. We anticipate the public exchange listing to take place in 2023 on a public exchange. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the website or other unforeseen security or procedural issues. The Company will act in good faith but does not warrant that a public listing will take place.
5. After the Nicol Token sale
The purchasers should have no expectation of influence over governance of the Company.
The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each Nicol token. Through this audit, you can track and confirm that the digital assets backing your Nicols have been received and acquired. Access to the audit results does not constitute a Nicol purchase receipt or indicate in any way that the party possessing such acceps has rights to or ownership of the purchased Nicol tokens.
Prior to a purchaser selling Nicols after the Nicol Token sale completion, such purchaser shall ensure that the buyer of any such Nicol undertakes to comply with all the provisions of these terms as if such person were a purchaser in the Nicol token sale.
6. The Company will not purchase Nicols during the Nicol sale
The Company warrants that neither it nor its shareholders will purchase Nicols during the Nicol sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase Nicols from any third party during the period of the Nicol sale.
7. All purchases of Nicols are final
All purchases of Nicols are final. Purchases of Nicols are non-refundable. By purchasing Nicols, the purchaser acknowledges that neither the Company nor any of its affiliates, directors or shareholders are required to provide a refund for any reason.
If the Company believes, in its sole discretion, that any individuals or entities owning Nicols creates material regulatory or other legal risks or adverse effects for the Company and/or the Nicol, the Company reserves the right to: (a) buy all Nicols from such Nicol owners at the then-existing market price and/or (b) sell all cryptocurrency assets of the Company and/or (c) cancel without liability that purchaser's Nicol token holdings without any payment to that purchaser.
8. Taxation of Nicols and taxation related to the token sale
The purchaser bears the sole responsibility to determine if the purchase of Nicol with fiat currency, BTC, ETH or the potential appreciation or depreciation in the value of Nicol over time has tax implications for the purchaser in the purchaser's home jurisdiction. By purchasing Nicols, and to the extent permitted by law, the purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of Nicols.
10. force majeure
The Nicco team is not liable for failure to perform solely caused by:
- unavoidable casualty,
- delays in delivery of materials,
- government orders,
- acts of civil or military authorities,
- acts by common carriers,
- emergency conditions (including weather conditions),
- security issues arising from the technology used,
or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
11. Disclaimer of warranties
The purchaser expressly agrees that the purchaser is purchasing Nicols at the purchaser's sole risk and that the Nicol is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only to the extent prohibited under applicable law with any legally required warranty period to the shorter of thirty days from first use or the minimum period required). Without limiting the foregoing, none of the Nicco Global Team warrants that the process for purchasing Nicols will be uninterrupted or error-free.
12. Limitations waiver of liability
The purchaser acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to (i) use of, or inability to use, Nicols or (ii) the Nicco Global Team under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the Nicco Global Team shall be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, Nicols, or arising out of any interaction with the smart contract implemented in relation to Nicol. The purchaser further specifically acknowledges that the Nicco Global Team is not liable for the conduct of third parties, including other purchasers of Nicols, and that the risk of purchasing and using Nicols rests entirely with the purchaser. To the extent permissible under applicable laws, under no circumstances will any of the Nicco Global Team be liable to any purchaser for more than the amount the purchaser have paid to the Company for the purchase of Nicols. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in the terms may not apply to a purchaser. In particular, nothing in these terms shall affect the statutory rights of any purchaser or exclude injury arising from any wilful misconduct or fraud of the Nicco Global Team.
13. Complete agreement
These terms set forth the entire understanding between the purchaser and the Company with respect to the purchase and sale of Nicols. For facts relating to the sale and purchase, the purchaser agrees to rely only on these terms in determining purchase decisions and understands that these terms govern the sale of Nicols and supersede any public statements about the Nicol token sale made by third parties or by the Nicco Global Team or individuals associated with any of the Nicco Global Team, past and present and during the Nicol Token sale.
The purchaser and the company agree that if any portion of these terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms, which shall continue to be in full force and effect.
15. No waiver
The failure of the company to require or enforce strict performance by the purchaser of any provision of these terms or the Company’s failure to exercise any right under these terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance.the express waiver by the Company of any provision, condition, or requirement of these terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. except as expressly andspecifically set forth in these terms, no representations, statements, consents, waivers, or other acts or omissions by the nicco global team shall bedeemed a modification of these terms nor be legally binding.
16. Updates to the terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the terms at any time during the sale by posting the amended terms on the website. Any purchaser will be deemed to have accepted such changes by purchasing Nicols. The terms may not be otherwise amended except by express consent of both the purchaser and the Company.
17. Cooperation with legal authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Nicco Global Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:(i) your purchase or use of Nicols; (ii) your responsibilities or obligations under these terms; (iii) your violation of these terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section 18. this indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold Nicols purchased from the Company, including any requisite private key(s) or other credentials necessary to accesssuch storage mechanism(s). if your private key(s) or other access credentials are lost, you may lose access to your tokens. The Company is not responsiblefor any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any Nicco Global's communications is considered official. The English version shall prevail in case of differences in translation.
21. Governing Law
The terms, the arbitration clause contained in them, and all non-contractual obligations arising in anyway whatsoever out of or in connection with these terms are governed by, construed, and take effect in accordance with Australian law, specifically New South Wales.
Any dispute or difference arising out of or in connection with these terms or the legal relationships established by these terms, including any question regarding its existence, validity or termination (“dispute”), shall be referred to and finally resolvedby arbitration under the lCIA rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved.
A dispute arising out of or related to these terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalfof any other individual or group of individuals.