General Terms and Conditions "Value Manifesto"
1. Definitions
For the purpose of these Terms and Conditions, the following terms shall have the following meaning:
„Value Manifesto GmbH“ is a Swiss Limited Company with its head office in Basel. The Value Manifesto GmbH is owner of the Decryptor as well as the Displays and operates the platform valuemanifesto.ch. Every transfer under these Terms and Conditions is handled via the Value Manifesto GmbH. The Value Manifesto GmbH does not act as a financial intermediary such as a bank, trustee, escrow agent or asset manager. None of the services offered by the Value Manifesto GmbH implies that, at any time, the User has a „deposit“ or a „deposit account“ with the Value Manifesto GmbH within the meaning of the Swiss banking legislation.
„Decryptor“ is the software which is connected via an API to the platform valuemanifesto.ch and receives data about the currently highest real-time value bid for a Value Manifesto Package in Swiss Francs. The number of licenses to the Decryptor is limited to 250.
„Display" is a physical display, which shows the currently highest real-time value bid for a Value Manifesto Package in Swiss Francs. The Display consists of nixie tubes and IoT technology provided by the Value Manifesto GmbH.
„Value Manifesto Token“ is an ERC 721 based token on the Ethereum Blockchain linked to a license to the Decryptor and represents the right to hold a license as well as possess and use a Display within a closed network of 250 "Value Manifesto Packages“.
„Value Manifesto User Address “ is a digital ledger address on the Ethereum Blockchain created by the Value Manifesto GmbH. The Value Manifesto GmbH creates such a Value Manifesto User Address for each registered User and one for itself. The Value Manifesto GmbH links one Value Manifesto User Address to the registered identity of each User and one to itself. Therefore, each registered User owns one Value Manifesto User Address. Each registered User appoints and engages Value Manifesto GmbH to provide, maintain and operate such Value Manifesto User Address and to store and keep safe the respective private keys.
„Value Manifesto Package“ consists of (i) the license to the Decryptor, (ii) the right to possess and use a Display as well as (iii) the record in the Ethereum Blockchain of the corresponding Value Manifesto Token in a Value Manifesto User Address. The single components of the Value Manifesto Package must not be sold alone. Any User may only own one Value Manifesto Package at the same time.
„Services“ shall mean the providing of the platform valuemanifesto.ch, the transaction of every transfer, the communication via the platform and the maintenance of the Decryptors by the Value Manifesto GmbH. In the course of carrying out its services, the Value Manifesto GmbH complies with the applicable legal and regulatory requirements in Switzerland.
„User“ is a visitor of the platform valuemanifesto.ch who registers his identity through the respective registration process and pays the one-time registration fee of CHF 250. A User must have full legal capacity to enter into a contract; and if being an individual, be at least 18 years old.
„Buyer“ is a User who acquires or agrees to acquire a Value Manifesto Package by transfer via the platform valuemanifesto.ch under these Terms and Conditions.
„Seller“ is a User who sells or agrees to sell a Value Manifesto Package by transfer via the platform valuemanifesto.ch under these Terms and Conditions.
2. Acceptance
By clicking „I ACCEPT“ or otherwise accessing or using any of the services of the platform valuemanifesto.ch or of the Value Manifesto GmbH the User acknowledges to have read, understood and agreed to be bound by the Terms and Conditions as set out below.
By clicking “I ACCEPT” or otherwise accessing or using any services the User also represents having the legal authority to accept the Terms and Conditions on behalf of himself and any party the User represents in connection with the use of any Services. If the User does not agree to the Terms and Conditions, the User is not authorized to use any services. If the User is an individual who is entering into these Terms and Conditions on behalf of an entity, the User represents and warrants having the power to bind that entity, and the User hereby agrees on that entity’s behalf to be bound by these Terms and Conditions.
3. Changes and Updates
The Value Manifesto GmbH may change, remove, or add the Terms and Conditions, and reserves the right to do so in its discretion. In that case, the Value Manifesto GmbH will post updated Terms and Conditions on the platform valuemanifesto.ch and will make reasonable efforts to notify the Users e.g. via email. It is in the responsibility of the User for taking into account any updates or changes of the Terms and Conditions. All new and/or revised Terms and Conditions take effect immediately and apply to the use of the services from that date on. The continued use of any services under new and/or revised Terms and Conditions indicates that the User has read, understood, and agreed to those Terms and Conditions.
4. Relationship between the Value Manifesto GmbH and the Users
Nothing herein shall be construed to create a joint venture or partnership between the Parties or an employee/employer or agency relationship. Neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
5. Intellectual Property
The intellectual property, all copyrights, trademarks, images, logos, information and other resources, as well as similar rights in and to the Decryptor, the Display, the platform valuemanifesto.ch including all its content and all material contained on it, shall in any case remain with the Value Manifesto GmbH.
In particular, the User acknowledges that the Decryptor and the Display are owned by the Value Manifesto GmbH and nothing shall in any way constitute an assignment of any rights of ownership.
6. Ethereum Blockchain, Value Manifesto Tokens and Value Manifesto User Address
The User understands and accepts that Value Manifesto Tokens neither confer profit participation rights nor provide the User with a conversion right into shares or other equity of the Value Manifesto GmbH nor any other right whatsoever, not represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive future revenue shares, intellectual property rights or any other form of participation in the Value Manifesto GmbH and its corporate affiliates, other than the rights mentioned in these Terms and Conditions.
The User understands and accepts that each of the 250 Value Manifesto Tokens is linked to one of the 250 licenses to the Decryptor and represents the right to possess and use a Display, showing the currently highest real-time value bid for a Value Manifesto Package in Swiss Francs. The Value Manifesto GmbH creates one Value Manifesto User Address for itself and one additional Value Manifesto User Address per new registered User and links such new Value Manifesto User Address to the registered identity of such new User.
The User understands and accepts that he has an ownership right in any Value Manifesto Token bought by the User and in the Value Manifesto User Address linked to his identity. Any bought Value Manifesto Token by the User as well as the Value Manifesto User Address linked to the identity of the User are therefore owned solely by the User. However, the User appoints and engages Value Manifesto GmbH as his Value Manifesto User Address provider and as his custodian for storing and safekeeping any Value Manifesto Token bought by the User in the Value Manifesto User Address linked to his identity and owned by him. The User accepts and understands that he has no claim to the release of the Value Manifesto Token.
The User further understands and accepts that the Value Manifesto Tokens exist only by digital entry into a distributed ledger, i.e. the Ethereum Blockchain, and are only transferable by electronic transactions initiated and executed by the Value Manifesto GmbH between Value Manifesto User Addresses on such distributed ledger because Value Manifesto GmbH is in possession of all private keys as the custodian of all Users, and only to registered Users. The User acknowledges such electronic record on such distributed ledger as the only valid type of proof of license to the Decryptor.
The User understands and accepts that the distributed ledger, i.e. the Ethereum Blockchain, used in connection with Value Manifesto Tokens and Value Manifesto User Address is a public blockchain accessible and viewable by everyone. The User further understands and accepts that he will receive the address of the Value Manifesto User Address linked to his registered identity and owned by him after the successful completion of the registration process by the Value Manifesto GmbH, so that every successfully registered User is able to view the records in connection with the Value Manifesto User Address linked to his registered identity and owned by him at every moment of time without the involvement of the Value Manifesto GmbH. The User finally understands and accepts that he must backup the user address of the Value Manifesto User Address linked to his registered identity at a safe and secret place outside of the platform valuemanifesto.ch in order to be able to prove his ownership of the Value Manifesto Token, the license to the Decryptor and the right to possess and use a Display in the event of the Value Manifesto GmbH becoming insolvent or in similar events.
7. Rights of the Value Manifesto GmbH
The Value Manifesto GmbH is entitled to transfer all or part of its rights and obligations arising from these Terms and Conditions to third parties.
The Value Manifesto GmbH has the right to modify, suspend or terminate the operation of, or access to, all or any portion of the Services at any time for any reason.
Additionally, the Value Manifesto GmbH has the right to terminate the license at any time for any reason by claiming the possession of the Display or to transfer the property to the current User of a Display. The Value Manifesto GmbH implements such change in license by transferring the respective Value Manifesto Tokens into the respective Value Manifesto User Address.
8. Registration and Identification
By registering for an account for any of the services, the User represents and warrants being capable of action and of legal capacity.
The User is obligated to provide the Value Manifesto GmbH correctly with all information about identity, stay and economic circumstances requested at the time of the registration on valuemanifesto.ch and/or acquisition of any rights via valuemanifesto.ch. Further, the User is obligated to pay a one-time registration fee of CHF 250. The paid registration fee will be deducted from the purchase price in the event of a later purchase of a Value Manifesto Package.
In particular, the User is obliged to provide the Value Manifesto GmbH with documents regarding the identification via upload, such as a copy of an official ID, explanations on the beneficial ownership and the like. The User acknowledges, understands and agrees that the Value Manifesto GmbH may refuse the registration to the User until such requested information is provided.
The Value Manifesto GmbH may use a third party service provider for conducting identity verifications.
The Value Manifesto GmbH reserves the right to exclude a User from registration for any reason.
In the event of any changes to the information provided, the User is obliged to notify the Value Manifesto GmbH of any such changes on its own initiative, in writing or by email, and without delay. In general, the Value Manifesto GmbH is entitled to assume that the information submitted to it is correct, unless the Value Manifesto GmbH is informed that such information is incorrect, unauthorized or falsified. The User is responsible for the truth and completeness of the identification data.
The provision of false information may constitute a criminal offence.
The User is obliged to use the data to access his account on valuemanifesto.ch only for himself, in particular, not to disclose it to any other person and to secure it in such a way that other persons may not gain knowledge of it.
The User is responsible for implementing reasonable measures for securing the access to his account. The Value Manifesto GmbH is not responsible for any such losses.
9. General Policies for the Trading
The User is prohibited from (i) violating the provisions of these Terms and Conditions or other regulations published by the Value Manifesto GmbH platform; (ii) violating any applicable law or regulations, whether domestic or foreign; (iii) using the platform to promote or conclude transactions that may violate applicable law or regulations, whether domestic or foreign, including, but not limited to, the trading of goods that are prohibited from trading, the exchange of data, media or information, should it infringe the rights of third parties, or the use of prohibited or criminal services; (iv) acting as a straw person, trustee, nominee or the like, for the account and benefit of a third party; (v) disclosing the access data regarding the account on the platform to a third party, or failing to secure it in such a way that no third party may gain knowledge of it.
10. Proper Treatment of the Display
The Buyer undertakes to treat the Display entrusted to him with care.
In particular, the Display should not be placed near heat sources or in damp surroundings, nor exposed to direct sunlight. The Buyer undertakes to avoid to expose himself to the risk of electric shock or any other harm potentially arising from handling the Display. The Display must be disconnected from power at any time during handling or cleaning. Contact with the electric components of the Display may cause electric shock at any time since they may still carry electric current even when disconnected from power.
Any part of the Display other than the perspex cover must not be cleaned by the Buyer himself. The perspex cover may be cleaned easily when removed from the Display with a soft, non-scratching cloth and glass cleaner. The Buyer shall not use aggressive cleaning agents or too much liquid to prevent excess detergent from penetrating the perspex cover.
Should maintenance or repair work become necessary, the Value Manifesto GmbH has to be informed immediately in writing. Only the Value Manifesto GmbH is entitled to arrange for any maintenance and repair work to be carried out.
In case of damage or loss of the Display, the Value Manifesto GmbH reserves the right to charge any costs arising from such an event to the Buyer responsible for the Display. The actual cost overview for spare parts and/or repairs is available on valuemanifesto.ch.
The Display may not be reproduced, given away or changed.
11. Policies for the Initial Offering
The Value Manifesto GmbH will conduct an Initial Offering of the 250 editions of the Value Manifesto Packages. It is in the full discretion of the Value Manifesto GmbH to choose the type of offering as well as the price of every Value Manifesto Package. In particular, the Value Manifesto GmbH may also donate Value Manifesto Packages. To participate in the Initial Offering, the User needs a valid account.
The Value Manifesto GmbH will inform the User in a timely manner if the offer will be accepted or declined respectively if a transfer has been successful or not. In the case of offerings, the offers will be processed according to their entry - First Come, First Served.
It is the responsibility of the Buyer to ensure that the Buyer does not violate the country’s or jurisdiction’s applicable laws or regulations by acquiring the Value Manifesto Package.
The payment of the amount as specified by Value Manifesto GmbH per Value Manifesto Package has to be made to the bank account indicated by the Value Manifesto GmbH.
The Value Manifesto GmbH transfers the Value Manifesto Package i.e. offers possession and use of the Display to the Buyer, procures a revocable, non-exclusive and non-transferable license to the Decryptor and transfers the Value Manifesto Token into the Value Manifesto User Address linked to the registered identity of and owned by the Buyer. The Buyer shall not be entitled to grant sublicenses with regard to the Decryptor under these Terms and Conditions.
The Buyer has the right to possess and use a Display but he is not obliged to. At first request by the Value Manifesto GmbH the Buyer has to declare if he wants to receive a Display or not. The option may be exercised once and may not be revoked. If the Buyer renounces the receipt of a Display, the Value Manifesto GmbH will possess it for him.
In the absence of an answer within seven working days, it has to be assumed that the Buyer wants to possess and use a Display.
After completion of the Initial Offering the Value Manifesto Packages can only be traded via the platform by means of a bidding process.
12. Additional Policies for the Seller
In the case of sales intent for the price actually shown by the Display, the Seller submits a binding offer for the Value Manifesto Package for the amount shown by the Display to the Value Manifesto GmbH via the platform valuemanifesto.ch, which is valid for at least 30 working days.
If Value Manifesto GmbH accepts the price, a valid contract is concluded. The Value Manifesto GmbH will collect the Value Manifesto Package from the Seller i.e. will collect the Display from the Seller (if applicable), take back the license to the Decryptor and transfer the specific Value Manifesto Token to its own Value Manifesto User Address. A respective instruction of the Seller to transfer the Value Manifesto Token is being given to Value Manifesto GmbH with the acceptance of the transaction. The Seller has to bear the costs for the collection especially the shipping costs. Further, the Seller accepts and understands that if the highest price actually shown by the Display is not enforceable against the respective Buyer, the transaction will not be executed. In such case, the Seller has no claim against Value Manifesto GmbH, but Value Manifesto GmbH will support the Seller in enforcing its potential claims against the Buyer subject to the Seller bearing Value Manifesto's costs.
As soon as the Display has been inspected and approved and the Value Manifesto Token has been transferred to the Value Manifesto User Address linked to the Value Manifesto GmbH, the agreed price will be transferred to the respective bank account of the Seller.
13. Additional Policies for the Buyer
Any Buyer can submit a binding offer in Swiss Francs to acquire a Value Manifesto Package. The offers are public and binding for 21 days. The Buyer understands and accepts that he must pay an additional fee of 21% on top of the offered price. The Value Manifesto GmbH has the right to accept the offer. The Buyer may replace his offer by a higher offer at any time. The Buyer cannot revoke his offer.
If the Value Manifesto GmbH accepts the offer, a valid contract is concluded. The Buyer has to transfer the price in advance. The Value Manifesto GmbH has to transfer the Value Manifesto Package to the Buyer i.e. will offer the possession and use of the Display to the Buyer, procure a revocable, non-exclusive and non-transferable license to the Decryptor and transfer the specific Value Manifesto Token to the Value Manifesto User Address linked to the registered identity of the Buyer within a timely manner.
The Buyer has the right to possess and use a Display but he is not obliged to. At first request by the Value Manifesto GmbH the Buyer has to declare if he wants to receive a Display or not. The option may be exercised once and may not be revoked. If the Buyer renounces the receipt of a Display, the Value Manifesto GmbH will possess it for him.
In the absence of an answer within seven working days, it has to be assumed that the Buyer wants to possess and use a Display.
The Buyer has to bear the costs for the transfer especially the shipping costs.
14. Tax Implications
The User is solely responsible for determining what, if any, taxes apply to the transfer, including, for example, sales, use, value added, and similar taxes. It is also the sole responsibility of the User to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The User is urged to consult his own tax advisor as to the tax consequences of acquiring, owning and disposing any rights to the Value Manifesto Package.
15. Limitation of Liability
The Buyer is liable for all damages, theft or loss of the Value Manifesto Package during the entire period of possession.
To the fullest extent permitted by applicable law: (i) in no event will the Value Manifesto GmbH or any of its auxiliary persons be liable for any indirect, direct, incidental, consequential, punitive, enhanced or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption or diminution in value) arising out of or in any way related to the transfers via the platform valuemanifesto.ch or otherwise related to these Terms and Conditions, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of the Value Manifesto GmbH or any of its auxiliary persons (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these Terms or Conditions exceed the amount you have paid to purchase the license.
The limitations set forth in this paragraph does not limit or exclude liability for gross negligence, fraud or intentional misconduct of the Value Manifesto GmbH.
The Value Manifesto GmbH excludes all liability (including negligence) that may arise from access to or inability to access the platform or individual elements of it and from its use. Access to and use of the platform is not guaranteed.
If the Buyer does not transfer the price within the applicable time period in the event of Value Manifesto GmbH having accepted his offer, the Buyer shall be liable for the related damage of the Value Manifest GmbH and/or the Seller.
16. Release
To the fullest extent permitted by applicable law, the User releases the Value Manifesto GmbH and its auxiliary persons from responsibility, liability, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Users of the platform valuemanifesto.ch and the acts or omissions of third parties.
17. Data Protection Policy
The Data Protection Policy of Value Manifesto GmbH, as published on its website valuemanifesto.ch, applies to these Terms and Conditions.
18. Severability
Should one or more of the provisions or any part of a provision of these Terms and Conditions be or become void, illegal or unenforceable, then the validity, legality or non-enforceability of the remaining provisions of these Terms and Conditions shall not be affected thereby and the Parties shall use reasonable efforts to agree upon a new provision which shall, as nearly as possible, have the same commercial effect, meaning and spirit as the ineffective provision and to the purpose of these Terms and Conditions. To the extent permitted by applicable law, each Party waives any provision of law which renders any provision of this Agreement invalid, illegal or unenforceable in any respect.
19. Dispute Resolution, Arbitration
Any dispute, controversy or claim arising out of, or in relation to these Terms and Conditions, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English.
Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual disputes of claims) that cannot be subject to arbitration due to applicable law, shall be subject to the exclusive jurisdiction of the competent courts of Basel, Switzerland.
20. Governing Law
These Terms and Conditions as well as and the acquisition and loss of rights related to and interest in Value Manifesto will be governed by and construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules or principles (whether of Switzerland or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
Version 1.0, August 26th 2019