Terms for Token Sale

 

Parties

The parties to this agreement are Cove Security Inc. (“Company”), a Pennsylvania corporation headquartered in 85 Broad St New York, NY, and you, a purchaser familiar with blockchain software systems (“Buyer”, “User”, “You” or “Your”).

Terms

By transferring Ether (ETH) to the Smart Contract System and the Smart Contract System creating Cove Security Tokens (“VMT Tokens”), the User understands and accepts that the User makes a contribution into a Smart Contract System for the development of the Cove Security Project (“Contribution”), as further described in the Cove Security Project Whitepaper (“Cove Security Project” / “the Whitepaper”). The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of the Terms.

The User understands and accepts that while the individuals and entities, including Cove Security Inc, assigned to this task will make reasonable efforts to develop and complete the Cove Security Project, it is possible that such development may fail and User’s COVE become useless and/valueless due to technical, commercial, regulatory or any other reasons.

The User is also aware of the risk that even if all or parts of the Cove Security Project are successfully developed and released in full or in parts, due to a lack of public interest, the Cove Security Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the transfer of ETH to the Smart Contract System and the creation of COVE by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created COVE if any, and attributed features of the Cove Security Project).

By transferring ETH to the Smart Contract System, the User expressly agrees to all of the terms and conditions set forth in this document. The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating COVE and contributing into a Smart Contract System for the development of the Cove Security Project.

This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System.

By transferring ETH to the Smart Contract System and/or receiving COVE, no form of partnership, joint venture or any similar relationship between the Users and Cove Security and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Cove Security Project is created.

The User understands and accepts that the development and execution of the Cove Security Project will be assigned to a third party contractor, Cove Security Inc, by releasing the amount of contributed ETH by the Smart Contract System to the wallet of Cove Security Inc. Cove Security Inc has the right to engage subcontractors to perform the entire or partial development and execution of the Cove Security Project. The scope of the development work will be triggered by the amount of Contributions received during the Creation Period.

The User understands and accepts that for the purpose of the development and execution of the Cove Security Project, Cove Security receives the full amount of ETH transferred to the Smart Contract System during the Creation Period. This amount covers expenses, charges and other costs that may arise by Cove Security and/or its subcontractors as part of the development and execution of the Cove Security Project. It remains at Cove Security Inc’s sole discretion to decide how to allocate the funds in order to develop and execute the Cove Security Project.

The User understands and accepts that the User may not have any expectation of influence over governance on the Cove Security Project.

The User understands and accepts that the Cove Security Project will need to go through substantial development works as part of which it may become subject of significant conceptual, technical and commercial changes before release. User understands and accepts that as part of the development, an upgrade of the COVE may be required (hard-fork of COVE) and that, if User decides not to participate in such upgrade, he may no longer use his COVE and that non upgraded COVE may lose their functionality in full.

Binding Agreement

Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of COVE Tokens.

This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on the official https://covesecurity.io website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Buyer. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.

Representation and Warranties of User

By transferring ETH to the Smart Contract System and creating COVE Tokens, the User represents and warrants that:

the User is not a citizen or resident of a country, whose legislation conflicts with the present allocation of COVE and/or the Cove Security Project in general;

the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;

the User carefully read and has a deep understanding of the concepts presented in the Cove Security whitepaper

the User understands and accepts that there is no warranty or assurance that the network of miners will allocate the COVE to the Users as proposed by these Terms.

the User has carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth under para 17 and fully understands and accepts the functions implemented therein;

the User is legally permitted to transfer ETH to the Smart Contract System, create and obtain COVE in the User’s jurisdiction;

User will contribute ETH from a wallet or wallet service provider that technically supports the COVE. User understands and accepts, that failure to assure this may have the result that User will not gain access to his COVE;

the User is legally permitted to receive software and contributing to the Smart Contract System for the development of the Cove Security Project;

the User is of a sufficient age to legally create and obtain COVE;

the User understands COVE Tokens may have no value;

COVE Tokens

Company does not guarantee and is not representing in any way to Buyer that the COVE Tokens have any rights, uses, purpose, attributes, functionalities or features.

No Purpose. Although COVE Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, or any other kind of financial instrument. Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the COVE Tokens will be utilized by Company in its sole discretion. Not a purchase of Cove Security Platform Tokens COVE Tokens purchased under this Agreement are not tokens on the Cove Security Platform. The purchase of COVE Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.

Not an Offering of Securities, Commodities, or Swaps. The sale of COVE Tokens and the COVE Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and

sales of COVE Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.

Not an Investment. Buyer should not participate in the COVE Token Distribution or purchase COVE Tokens for investment purposes. COVE Tokens are not designed for for investment purposes and should not be considered as a type of investment.

Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that: (a) the Cove Security Software will ever be adopted; (b) the Cove Security Software will be adopted as developed by Cove Security Inc. and not in a different or modified form; (c) a blockchain utilizing or adopting the Cove Security Software will ever be launched; and (d) a blockchain will ever be launched with or without changes to the Cove Security Software and with or without a distribution matching the fixed, non-transferable COVE Token balances. Furthermore, COVE Tokens will not have any functionality or rights on the Cove Security Platform and holding COVE Tokens is not a guarantee, representation or warranty that the holder will be able to use the Cove Security Platform, or receive any tokens utilized on the Cove Security Platform, even if the COVE Platform is launched and the Cove Security Software is adopted, of which there is no guarantee, representation or warranty made by Company.

Not for Speculation. Buyer acknowledges and agrees that Buyer is not purchasing COVE Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.

Intellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.

No Ownership, Revenue or Governance Rights. In particular, User understands and accepts that COVE do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the Cove Security

Project and/or Cove Security.

“Pre-ICO” and Delivery

The Company is offering 10% (10 million COVE) of total estimated token supply (100 million COVE) in a sale named “Pre-ICO”. The remaining supply (90%) is to be issued and distributed

at Company’s discretion - a non binding proposal of the token distribution is presented in The Whitepaper.

Activation Threshold. If Contributions of less than ETH 1000 are submitted to the Smart Contract System, the project is considered to have failed. The User’s contribution will be refunded back to the address used to transfer the ETH to the Smart Contract System. A maximum of 1% transfer fee might apply.

Maximum Contribution Amount. The Maximum Contribution Amount will be 4,000 ETH (approx. USD $500k, depending on the development of the exchange rate USD/ETH).

Transferability of COVE during the Creation Period and after. Any and all COVE are not transferable until the main ICO, starting with the beginning of the Creation Period, as set forth in the Smart Contract System.

Cove Security Software Launch Date

Company may provide guidance on the expected launch date of the Cove Security token

(COVE) but due to the uncertain nature of software development and pioneering aspects of the Cove Security Software, the actual launch date may differ from Company’s expectations or announcements.

Non-Refundable

The User understands and accepts that all Contributions for COVE are final and may not be reversed. Contributions are non-refundable. By contributing for COVE, the User acknowledges that he has no right to request a refund for any reason, and that the User will not receive money or other compensation for any COVE that is not used or remains unused.

No Warranty

Company does not warrant that Your purchase will be suitable for Your purposes (or any purpose) and is offered to You without any warranty whatsoever, on an “as-is” basis.

Company shall not be liable for any losses, damages, claims, economic damages, or any other money amounts related to Your purchase, to the maximum extent permitted by law, in tort, contract, negligence or any other theory of law.

Disclaimer of Risk

You agree not to hold Company responsible for issues related to the Ethereum blockchain, COVE, Cove Security Software, or any other related components, including failure to complete any aspect of the project in line with forward-looking technical plans or technical limitations of the project that reduces or completely eliminates the utility of COVE to You.

You specifically agree that Company (including its directors, officers, and employees) shall not be responsible for any of the following risks:

No Rights, Functionality or Features. COVE Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. COVE Tokens do not entitle holders to participate on the Cove Security Platform, even if the Cove Security Platform is launched and the Cove Security Software’s development is finished and the Cove Security Software is adopted and implemented.

Even if completed, the Cove Security Software will rely partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Cove Security Software and Cove Security Platform.

Exchange & Counterparty Risks. If Buyer sends ETH to the COVE Token Contract from an exchange or an account that Buyer does not control, pursuant to the COVE Token Contract, COVE Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s COVE Tokens. Furthermore, if Buyer chooses to maintain or hold COVE Tokens through a cryptocurrency exchange or other third party, Buyer’s COVE Tokens may be stolen or lost. In addition, third parties may not recognize Buyer’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the Cove Security Software. By using the Cove Security Distribution Contract, using the COVE Token Contract and/or by purchasing COVE Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the COVE Token Contract through an exchange account and/or holds COVE Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.

Project Completion. The development of the Cove Security Software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

Lack of Interest. Even if the Cove Security Software is finished and adopted and the Cove Security Platform is launched, the ongoing success of the Cove Security Platform relies on the interest and participation of third parties like content creators. There can be no assurance or guarantee that there will be sufficient interest or participation in the Cove Security Platform.

Risk associated with other applications. The User understands and accepts that the Cove Security Project may give rise to other, alternative projects, promoted by un-affiliated third parties, under which COVE will have no intrinsic value.

Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact COVE Tokens in various ways, including, for example, through a determination that COVE Tokens are regulated financial instruments that require registration. Company may cease the distribution of COVE Tokens, the development of the Cove Security Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

Risk of Government Action. As noted above, the industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the COVE Tokens and/or the development of the Cove Security Software.

Other Risks.

vulnerabilities in underlying blockchain technology, e.g. the Ethereum platform, such as flaws in its VMT implementation or smart contract exploits; or,

problems with the Ethereum blockchain that cause You to not receive Your VMT; or,

theft or loss of Your private keys; or,

vulnerabilities of the cryptographic foundations of Ethereum (upon which VMT may rely); or,

bugs or unintended operation of smart contracts related to VMT due to Company’s error, mistake, or inadvertence; or,

wallet software that You use to manage VMT may contain bugs or operate in a way that results in You losing access to VMT.

Compliance with Local Law

There may be laws that apply to Your Pre-Order in Your jurisdiction. You shall be solely responsible for compliance with local law and shall indemnify Company against any liability (including the costs of defending against claimed liability) incurred as a result of Your non-compliance.

Taxes. Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of COVE Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no

liability or responsibility with respect to any tax consequences to Buyer.

Anti-Money Laundering; Counter-Terrorism Financing.

To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.

Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or COVE Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with COVE Tokens, is

the subject of sanctions administered or enforced by any country or government

(collectively, “Sanctions”) or is organized or resident in a country or territory that

is the subject of country-wide or territory-wide Sanctions.

Funds. The funds, including any fiat, virtual currency or cryptocurrency, Buyer

uses to purchase COVE Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the COVE Tokens to finance, engage in, or otherwise support any unlawful activities.

Payments. All payments by Buyer under this Agreement will be made only in

Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning

of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the

regulations promulgated thereunder by the Financial Crimes Enforcement Network,

as such regulations may be amended from time to time.

Additional Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute COVE Tokens to Buyer until such requested information is provided.

Limitation of Liability

To the maximum extent permitted by applicable law, Company shall not be liable, directly or indirectly, for any indirect, economic, special, incidental, exemplary, consequential, or punitive damages, lost profits, lost revenue, lost earnings, lost tokens, corrupted wallet data, failure to realize any savings, gains, losses or any other damage or loss to You.

Notwithstanding any other provision of this agreement, Company’s liability to You shall be limited to the lesser of: a) $100 USD or b) the US dollar value (at the time of purchase) of any consideration paid for Your COVE.

Governing Law and Choice of Forum

Any dispute related to this agreement shall be governed by the laws of New York, New York

Severance

If any provision of this agreement is deemed to be unenforceable or unlawful by a court or competent authority then the offending provision shall be struck out and the remaining provisions shall continue in effect.

Force Majeure

Company shall not be liable for any failure or delay in the performance of its obligations (or Cove Security Software) if the reason for the failure or delay is an issue with the Etheruem blockchain or any other event or circumstance beyond Company’s control.

Notice

You may provide notice to Company by contacting info@vivecamedia.com

Entire Agreement

This is the entire agreement between the parties with respect to COVE, or any other aspect of the Cove Security Software and supersedes any other understanding, representations or agreements between the parties.

Contract Address

The sale manager contract is published on Ethereum address:

The COVE Token contract is published on Ethereum address:

The source code of the Cove Security Sale Smart Contract is available at: