This Terms and Conditions (hereinafter referred to as “T&C”) apply to the buyer of the LEAF Tokens (hereinafter referred to as “Distributed Forest”) and user of the Distributed Forest platform as defined in the White Paper (hereinafter referred to as the “Distributed Forest Project”).
The website https://distributedforest.com/ (hereinafter referred to as the “Website”) and the sale of LEAF Tokens are operated by Outlogic Sagl, a company incorporated under Swiss law, based in Via Serafino Balestra 6, 6830 Chiasso, Switzerland (hereinafter referred to as the “Company“).
The Company is a commercial entity selling the LEAF Tokens in strict compliance with the purposes indicated in the White Paper, which can be downloaded on the Website, and its company purpose. Please note that the Company is not acting as a financial entity or as an asset manager. Any contributions collected through the sale of LEAF Tokens will be only used for the purpose of developing and financing the commercial activities of the Company in connection to the Distributed Forest platform, as defined in the White Paper.
The purchase of the LEAF Tokens will help the Company develop the Distributed Forest Project, but will not provide the purchaser with any equity, asset, bond, security, derivative or any other financial instrument.
The T&C constitute the agreement (hereinafter referred to as the “Agreement”) between the Company and you (hereinafter also referred to as the “User” or “You”) with respect to the purchase of the LEAF Tokens and to the use of the services offered by the Distributed Forest Project (hereinafter referred to as the “Services”).
The White Paper of the Distributed Forest Project, the contents of the Website and websites accessible from hyperlinks on the Website, form an integral part of the T&C.
The T&C shall be carefully read by each User. Each User shall understand, irrevocably accept and comply with these T&C at all times.
The T&C provide certain information with regards to purchasing and using LEAF Tokens.
The T&C do not purport to contain all information relating to LEAF Tokens. In particular, they are not deemed to provide (and must not be held as such) any advice relating to your decision whether or not to purchase LEAF Tokens and must not be considered as providing complete information in relation to such a decision.
BY USING THE WEBSITE AND/OR PURCHASING LEAF TOKENS, THE USER AGREES TO THESE T&C IN THEIR ENTIRETY.
IT IS UNDERSTOOD AND PRESUMED PER SE THAT BY THE FACTS OF USE OF THE WEBSITE AND PURCHASE OF LEAF TOKENS, THE RESPECTIVE USER HAS FULLY READ, UNDERSTOOD, AND IRREVOCABLY ACCEPTED THESE T&C. IF ANY USER DOES NOT AGREE WITH THESE T&C IN GENERAL OR ANY PART OF IT, SUCH USER SHOULD ENTIRELY WITHHOLD FROM USING THE WEBSITE AND/OR PURCHASING LEAF TOKENS.
IF THE USER IS USING THE WEBSITE ON BEHALF OF HIS ORGANIZATION, SUCH ORGANIZATION ACCEPTS THESE T&C.
By using the Services, the User agrees to be bound by the T&C in its latest version.
The User is aware that the Company may amend the T&C at any time and at its sole discretion. The continued use of the Services means that the User accepts any new or modified terms.
The amended version will be published on the Website and the terms described therein will come into effect upon publication on the Website.
The Distributed Forest Project developed a platform for incentivizing the carbon offset by letting users plant trees and receive LEAF tokens corresponding to the trees’ Co2 absorption.
In particular, LEAF tokens can be purchased and allow people and companies alike to balance their emissions or even have a positive carbon footprint.
LEAF Tokens are issued on the Liquid Network, the Bitcoin side chain. The tokens are managed in a trustless portfolio and can be managed, exchanged and distributed in a fully trustless way. You can gift and manage your tokens granularly with no friction or third party involvement.
Moreover, purchasers of LEAF Tokens can create a dynamic badge to show their commitment and prove in real time the amount of Co2 absorbed by their LEAF tokens.
For any further and more detailed information related to the Distributed Forest Project, the User shall refer to the latest version of the White Paper published on the Website.
The User understands and accepts that the development and execution of the Distributed Forest Project is solely and exclusively of the competence of the Company.
The Company shall be entirely free in its way of developing and executing the Distributed Forest Project, in particular (and among other measures) by engaging any subcontractors it would deem necessary to perform the entire or partial development and execution of the Distributed Forest Project.
The User understands and agrees that, for the purpose of the development and execution of the Distributed Forest Project, the Company will receive a sum in cryptocurrency and/or in FIAT currency that will cover expenses, charges and other costs that may arise in relation to the Company and/or its subcontractors as part of the development and execution of the Distributed Forest Project.
The User understands and agrees that the Distributed Forest Project is still at its beginnings and will need to go through substantial development works. As a consequence, it may undergo significant conceptual, technical and commercial changes before release, the identification and implementation of which are fully and entirely of the Company’s discretion.
LEAF Tokens are simple utility tokens, according to the FINMA (the Swiss Financial Market Supervisory Authority) definition, since they have the only purpose to represent the trees’ Co2 absorption related to the number of trees planted, or to be planted, chosen by the User.
The LEAF Tokens do not have the legal qualification as payment or asset tokens, since they do not have any means of payment or do not give any rights on dividends or interest.
The LEAF Token sale is final and non-refundable.
LEAF TOKENS ARE NOT, AND SHALL NOT BE USED IN ANY WAY AS, EQUITY, ASSETS, BONDS, SECURITIES, DERIVATIVES OR ANY OTHER FINANCIAL INSTRUMENTS.
LEAF Tokens are issued on the Liquid Network, the Bitcoin side chain.
The User must access and use LEAF Tokens using a Bitcoin / Liquid Network compliant wallet. It is the User’s sole responsibility to not lose his LEAF Tokens, in particular by losing access to the keys which allow access to the wallet and/or allowing malicious third parties to access the keys and/or the wallet.
THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY LOSS OF LEAF TOKENS AND/OR OTHER DAMAGE INCURRED AS A RESULT OF THE TRANSFER OF THE LEAF TOKENS TO THE USER’S WALLET OR LOSS OF KEY OR ATTACK ON THE WALLET.
The User understands and accepts that the purchase of LEAF Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. Thus, the User understands and accepts that he/she/it will have no influence over governance of the Company.
LEAF Tokens can be only purchased from the Company through the Website.
The price of LEAF Tokens is published on the Website.
The Company accepts the cryptocurrencies specified in the Website as payment for LEAF Tokens.
The Company may accept FIAT currency or credit card payment for LEAF Tokens, if specified in the Website.
To purchase LEAF Tokens, the User shall only send cryptocurrencies from his/her/its personal wallet, or FIAT currencies from his/her/its bank account or use his/her/its credit card, in the amount which is commensurate to the amount of the LEAF Tokens the User is willing to receive for such payment.
The User undertakes to solely control the address and/or the wallet and/or the bank account and/or the credit card used for the purchase, and shall not act on behalf of any third party, and shall not transfer the control of the mentioned address and/or wallet to any third party.
The Company may, at its sole discretion, require the LEAF Tokens purchasers to pass KYC (“know your customer”) checks in order to be able to complete the tokens purchase.
The purchased LEAF Tokens will be sent to the User’s wallet after the completion of the payment procedure.
In order to receive LEAF Tokens, the User shall strictly follow any and all requirements and procedures set forth by the Company, as shall be mentioned on the Website and/or in the White Paper or otherwise communicated by the Company to the User.
The Company shall not be held liable for the inability of the User to receive or use LEAF Tokens because of User’s failure to follow any of the requirements and procedures of the Company or due to any possible misrepresentations of the User.
No refunds, or any other type of repayment, of contributions of the Users shall be made in such cases by the Company.
The purchase of the LEAF Tokens by the User from the Company is final. No refunds and/or cancellations will take place.
The Company shall not store LEAF Tokens on a User’s behalf. LEAF Tokens shall be stored in the User’s own wallet. The User is therefore the sole responsible to ensure the correct keeping, in full security, of any and all access information relating to his wallet. The Company shall have no responsibility or liability in this context.
The Company does not have any access to any passwords and/or other authentication method of any User’s wallet.
The User shall be solely responsible for any and all managing, use and decision linked to his/her/its LEAF Tokens.
Every User, only if required by the Company according to the applicable law, must comply with the applicable anti-money laundering regulations and cooperate for the identification process according to the provisions for the prevention of money laundering and for the KYC checks.
The Company is entitled to use subcontractors to fulfill the KYC/AML obligations and the User agrees to fully cooperate with any subcontractor for this purpose.
The User undertaking to purchase LEAF Tokens should ensure that she/he understands and has significant experience of tokens, cryptocurrencies, blockchain systems and services, and that she/he fully understands the mechanism related to the use and custody of cryptocurrencies.
The Company shall not be responsible for any loss of LEAF Tokens or situations making it impossible to access LEAF Tokens, which may result in any actions or omissions of the future User or any person undertaking to purchase LEAF Tokens.
Purchasing and storing LEAF Tokens involves various risks. Therefore, and prior to purchasing LEAF Tokens, any User should carefully consider the risks, costs, and benefits of purchasing LEAF Tokens. Any interested person who is not in the position to accept nor to understand the risks associated with the activity or any other risks as indicated in the T&C, should not purchase LEAF Tokens, at this stage or later.
The User understands the inherent risks associated with the blockchain technology and cryptocurrencies, including, but not limited to, those listed hereinafter:
The T&C shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way nor should they be considered as an offering of securities in any jurisdiction. The T&C do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to the Company or any related or associated company. LEAF Tokens are not intended to be used as an investment.
Any information in the T&C is given for general information purpose only and the Company does not provide with any warranty as to the accuracy and completeness of this information.
The Company will be an operative entity managing the platform related to the Distributed Forest Project. The Company is not a financial intermediary.
Regulatory authorities are carefully scrutinizing businesses and operations associated with cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may affect the Company’s business and even limit or prevent it from developing its operations in the future. Any person undertaking to purchase LEAF Tokens must be aware that the Company business model and the T&C may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such a case, any person undertaking to purchase LEAF Tokens acknowledges and understands that neither the Company nor any of its affiliates shall be held liable for any direct or indirect loss or damages caused by such changes.
The Company will do its best to launch its operations and develop the platform related to the Distributed Forest Project. Any person undertaking to purchase LEAF Tokens acknowledges and understands that the Company does not provide any guarantee that it will manage to achieve it.
Purchasing LEAF Tokens shall not grant any right or influence over the Company’s organization and governance to the Users. These tokens will be issued by a technical process referred to as a “Blockchain”. This is an open source IT protocol over which the Company has no rights or liability in terms of its development and operation. The token distribution mechanism will be controlled by a Smart Contract; this involves a computer program that can be executed on the Liquid Network or on another blockchain network that is compatible with the Smart Contract programming language. Users acknowledge and understand therefore that the Company (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the LEAF Tokens, except in case of intentional misconduct or gross negligence.
LEAF Tokens is based on the Liquid Network. Therefore, any malfunction, unplanned function or unexpected operation of the Liquid Network protocol may cause the LEAF Tokens network to malfunction or operate in a way that is not expected.
Users cannot purchase LEAF Tokens if there are applicable legal restrictions in their Country of residence and/or origin. It is the responsibility of each User to seek legal advice in his/her/its jurisdiction to identify any such legal restrictions.
Users understand and fully agree that the Company, at its sole discretion and by any means, is entitled to ban or otherwise restrict the purchase of LEAF Tokens if a User does not meet any of the eligibility requirements set forth by the Company in the T&C for the purpose of LEAF Tokens sale or on other grounds.
Users understand and fully agree that certain jurisdictions restrict (or may restrict in future) their residents or citizens from participation in any token sales, the use of cryptocurrencies, or use of any cryptocurrency exchanges for various reasons. The Company does not bear any liability for any possible current or future impossibility to purchase and/or use LEAF Tokens because of the aforementioned or any other possible restrictions.
The Website, the White Paper and/or LEAF Tokens are intended for sale to Users only in those jurisdictions and to those persons where and to whom they lawfully may be offered for sale under respective applicable regulations.
THE SALE OF LEAF TOKEN IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN, NOR IS IT INTENDED TO EXTEND TO, A COUNTRY OR JURISDICTION WHERE SUCH SALE WOULD BE CONSIDERED UNLAWFUL OR IN WHICH IT WOULD OTHERWISE BREACH ANY APPLICABLE LAW OR REGULATION OR WHICH WOULD REQUIRE THE COMPANY TO AMEND ANY TERM OR CONDITION OF THE OFFER IN ANY WAY OR WHICH WOULD REQUIRE THE COMPANY TO MAKE ANY FILING WITH, OR TAKE ANY ADDITIONAL ACTION WITH REGARDS TO, ANY GOVERNMENTAL, REGULATORY OR LEGAL AUTHORITY.
Specific restrictions to the sale of LEAF Tokens may be listed and detailed in the Website, in the White Paper and in the T&C.
Such restrictions are however not deemed to be exhaustive and any other kind of limitations, restrictions or bans are explicitly reserved by the Company.
By purchasing LEAF Tokens, Users agrees to the T&C and in particular, they represent and warrant that they:
Users bear the sole responsibility to determine if their purchase of LEAF Tokens, the transfer of cryptocurrencies to the Company, acceptance, ownership or use of LEAF Tokens or any other action or transaction related to the Distributed Forest Project has tax implications.
By purchasing, holding, or using LEAF Tokens, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the purchase, ownership or use of LEAF Tokens or any other action or transaction related to the Distributed Forest Project.
It is the User’s sole responsibility to comply with all applicable tax laws, including, but not limited to, the reporting and payment of income tax or similar arising in connection with the purchase of LEAF Tokens.
The Users bear the sole responsibility to determine such implications and act in accordance with the law that applies to them.
To the extent that copyright or other intellectual property rights exist in the Company platform, such as software, know-how, analysis or programs, those copyrights and other intellectual and industrial rights belong to the Company.
The Company hereby declares that it is fully entitled to use the trademarks “Distributed Forest” and “LEAF Tokens”.
The Company, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors, assumes no liability or responsibility for any loss raised from the sale of LEAF Token, arising out of or related to the use of the Company platform or any technical, interruption or malfunction of the Company platform.
TO THE EXTENT PERMITTED BY LAW, THE COMPANY HEREBY EXCLUDES: (I) ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY; AND (II) ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, LOSS OF DATA, LOSS OF PROGRAMS, LOSS OF INCOME OR REVENUE; LOSS OF BUSINESS; LOSS OF TOKENS; LOSS OF PROFITS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL, CLIENT INSATISFACTION, WEBSITE INTERRUPTIONS) WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCURRED BY ANY PARTICIPANT ARISING OUT OF THE PURCHASE OF LEAF TOKENS, THE SMART CONTRACT, THE DISTRIBUTED FOREST PROJECT, THE WEBSITE, THE WHITE PAPER OR THESE T&C.
IN NO EVENT SHALL THE COMPANY, MEMBERS OF THE COMPANY BOARD, STAFF, DIRECTORS, SHAREHOLDERS, CONTRACTORS, DEVELOPERS, OR VOLUNTEERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE OF LEAF TOKENS, THE SMART CONTRACT, SERVICES OR PRODUCTS OFFERED BY THE COMPANY, OR THE DISTRIBUTED FOREST PROJECT, THE WEBSITE, THE WHITE PAPER OR THESE T&C.
THE COMPANY SHALL NOT BE CONSIDERED LIABLE FOR ANY SECURITY RISK SUCH AS HACKER ATTACKS, LOSS OF PASSWORD, LOSS OF PRIVATE KEY OR SIMILAR, BUGS OR ERRORS IN CODE, TEXT, OR IMAGES INVOLVED IN THE SALE OR IN THE WALLET USED IN RELATION TO THE PURCHASE OF LEAF TOKENS.
THE COMPANY WILL NOT BE LIABLE FOR (PARTIAL) INTERRUPTIONS TO AND DOWNTIME OF THE WEBSITE OR THE BINANCE SMART CHAIN DUE TO REPAIR, MAINTENANCE OR UPDATE WORK OR FOR ANY OTHER REASONS THAT IT CANNOT DIRECTLY CONTROL.
BY PURCHASING LEAF TOKENS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE NOT TO HOLD THE COMPANY OR ANY DIRECTOR, EMPLOYEE OR CONTRACTOR OF THE COMPANY LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR FAILURE TO PROPERLY SECURE YOUR PRIVATE KEY TO THE WALLET CONTAINING YOUR LEAF TOKENS: (I.E. BUT NOT LIMITED TO) HACKER’S ATTACKS, STOLEN DEVICES, LOSS OF PASSWORDS, ETC.
IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
IN ANY EVENT, THE COMPANY WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE PURCHASE OF LEAF TOKENS OR ANY TRANSACTION, WHETHER IN TORT (INCLUDING NEGLIGENCE), IN CONTRACT OR OTHERWISE, MORE THAN THE VALUE OF EACH SPECIFIC TRANSACTION.
YOU UNDERSTAND AND AGREE THAT BY FILING ANY CLAIM MORE THAN THIRTY (30) AFTER THE DISCOVERY OF THE ALLEGED LIABILITY, YOU WILL BE DEEMED TO HAVE FORFEITED YOUR RIGHTS. ANY SUCH CLAIM SHALL BE TIME-BARRED.
TO THE EXTENT PERMITTED PURSUANT TO APPLICABLE LAW, THE USER SHALL INDEMNIFY, DEFEND, AND HOLD THE COMPANY AND/OR ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, VOLUNTEERS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES (INCLUDING REPUTATIONAL), LOSSES, SUITS, ACTIONS, DEMANDS, PROCEEDINGS, EXPENSES, AND/OR LIABILITIES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES INCURRED AND/OR THOSE NECESSARY TO SUCCESSFULLY ESTABLISH THE RIGHT TO INDEMNIFICATION) FILED/INCURRED BY ANY THIRD PARTY AGAINST THE COMPANY IN CONNECTION WITH THE PURCHASE OF LEAF TOKENS ARISING OUT OF A BREACH OF ANY WARRANTY, REPRESENTATION, OR OBLIGATION HEREUNDER.
If required in order to deliver the requested services, the Company can transfer the Users’ data to third parties, like custodian banks, even abroad.
Users agree that the Company, and all its related entities, are entitled to disclose User data to comply with legal or regulatory obligations as well as to safeguard legitimate interests.
Severability / Good Faith
Should any part or provision of these T&C be held to be invalid or unenforceable by any competent Court, governmental or administrative authority having jurisdiction, the other provisions of these T&C shall nonetheless remain valid and be replaced with a substitute provision that best reflects the economic intentions of the replaced provision without being unenforceable. The same shall apply if and to the extent that these T&C are found to contain any gaps or omissions.
No Partnership and/or joint venture
By transferring cryptocurrency to the Company, no form of partnership or joint venture or any similar relationship between the User and the Company and/or the setting up of the Distributed Forest project is created.
Purchasing of LEAF Tokens by the User in no way creates any exclusive relationship between the User and the Company, nor any partnership, joint venture, employment, or agency.
The failure of any of the Company to enforce any of the provisions of these T&C or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of these T&C.
Entire Agreement & Severability
These T&C and any amendments or modifications made by the Company from time to time, shall constitute the entire agreement between you and the Company.
Outlogic Sagl, Via Serafino Balestra 6, 6830 Chiasso, Switzerland, email: [email protected].
This Agreement is subject to and governed by Swiss Law to the exclusion of Swiss International Private Law and any International Treaties. Any User and Company agree to seek an amicable settlement prior to bringing any legal action.
All disputes arising from or under these Terms shall be subject to the exclusive jurisdiction of the competent courts of Lugano, Switzerland.