This COMNO Token ( CMO) Contribution Agreement (this Agreement) contains the terms and
conditions that govern your use of the COMNO distribution Comno's Contracts (the COMNO Distribution Contract); use of the related SHA-256 COMNO Token ( CMO) Comno's Contracts (the COMNO Token ( CMO) Contract); and contribute of the related SHA-256 compatible tokens distributed on the Comno blockchain (the COMNO Tokens ( CMOs)) and is an agreement between you or the entity that you represent (Contributor or you) and COMNO Company (Company). Contributor and Company are herein referred to individually as a Party and collectively, as the Parties.
NOW, THEREFORE, in consideration of the mutual representations, warranties and
agreements contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Company and Contributors hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Contributors acknowledges, understands and agrees to the following:
** MATTERS RELATING TO COMNO PLATFORM:
1. COMNO is developing the COMNO platform (the COMNO platform) as further
described in the COMNO White Paper (as it may be amended from time
to time) (the White Paper);
2. at the end of its development stage, COMNO will be releasing the COMNO platform it has developed.
** BINDING AGREEMENT: Contributor understands and agrees that Contributor is subject to and bound by this Agreement by virtue of Contributor’s contribute of COMNO Tokens ( CMOs).
** NO U.S. OR CHINESE Contributors: COMNO Tokens ( CMOs) are not being offered or distributed to U.S. persons (as defined below) or Chinese persons (as defined below). If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the
laws of the United States of America, any state or territory thereof or the District of Columbia (a U.S. person), or, if you are citizen, resident of, or a person located or
domiciled in, or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the People’s Republic of China (a Chinese person), do not contribute or attempt to contribute COMNO Company.
** COMNO Tokens ( CMOs) HAVE NO RIGHTS, USES OR ATTRIBUTES. The COMNO Tokens ( CMOs) do not have any rights, uses, purpose, attributes, functionalities or features, express or
implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the COMNO Platform. Company does not guarantee and is not representing in any way to Contributor that the COMNO Tokens ( CMOs) have any rights, uses, purpose, attributes, functionalities or features.
** NOT A PURCHASE OF COMNO PLATFORM TOKENS. COMNO Tokens ( CMOs) contributed under this Agreement are not tokens on the COMNO Platform. Contributor acknowledges, understands and agrees that Contributor should not expect and there is no guarantee or representation made by Company that Contributor will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise.
** CONTRIBUTION OF COMNO TOKENS ( CMOs) ARE NON-REFUNDABLE AND CONTRIBUTIONS CANNOT BE CANCELLED. CONTRIBUTORS MAY LOSE ALL AMOUNTS PAID.
** COMNO TOKENS ( CMOs) MAY HAVE NO VALUE.
** COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL COMNO TOKEN ( CMO)
CONTRIBUTION REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
** PLEASE READ THE RISKS SET FORTH IN SECTION 7 CAREFULLY AND IN
** THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1
AND REQUIRES ARBITRATION IN SECTION 9.2.
ARTICLE ONE: ACCEPTANCE OF AGREEMENT AND CONTRIBUTION OF COMNO TOKENS ( CMOs)
1.1. This Agreement shall be effective and binding on the Parties when Contributor: (a) clicks the check box on the official https://COMNO.com website (the Website) to indicate that Contributor has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Contributor. Contributor agrees to be bound on this basis, and confirms that Contributor has read in full and understands this Agreement and the terms on which Contributor is bound.
1.2. Website Terms and Conditions. Company has established Terms and Conditions, as may be amended from time to time, for the Website located at https://COMNO.com/terms-and-conditions.html, which are hereby incorporated by reference. Contributor has read, understands and agrees to those terms.
1.3. White Paper. Company has prepared the White Paper, which is available at
https://COMNO.com/whitepaper.html, describing matters relating to the COMNO Platform. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Contributor has read and understands the White Paper and its contents.
1.4. COMNO Tokens ( CMOs).
a. No Purpose. As mentioned above, the COMNO Tokens ( CMOs) do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although COMNO Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
b. Company’s Use of Proceeds. Contributor acknowledges and understands that the proceeds from the sale of the COMNO Tokens ( CMOs) will be utilized by Company in its sole discretion.
ARTICLE TWO: COMNO Token ( CMO) DISTRIBUTION
2.1. Allocation and Distribution of COMNO Tokens ( CMOs). COMNO intends to allocate and distribute COMNO Tokens ( CMOs) (the COMNO Token ( CMO) Distribution) in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes details regarding the timing (the CMO Distribution Period) and pricing of the COMNO Token ( CMO)
Distribution and the amount of COMNO Tokens ( CMOs) that will be distributed. During the CMO
Distribution Period, COMNO will provide specific procedures on how Contributor should
Get COMNO Tokens ( CMOs) through the official Website. By purchasing COMNO Tokens ( CMOs), Contributor acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Contributor not receiving any COMNO Tokens ( CMOs). Any Contributor of COMNO Tokens ( CMOs) may lose some or all of the amounts paid in exchange for COMNO Tokens ( CMOs), regardless of the contribution date.
The access or use of the CMO Distribution Contract, access or use of the COMNO Token ( CMO)
Contract and/or the receipt or contribute of CMO through any other means other than the official Website are not sanctioned or agreed to in any way by the COMNO Parties.
Contributor should take great care that the website used to contribution COMNO Company has the following universal resource locator (URL): https://COMNO.com.
2.2. No U.S. or Chinese Contributors. The COMNO Tokens ( CMOs) are not being offered to U.S. persons or Chinese persons. U.S. persons and Chinese persons are strictly prohibited and restricted from using the CMO Contract, using the COMNO Token ( CMO) Contact and/or purchasing COMNO Tokens ( CMOs) and Company is not soliciting contributes by U.S. persons or Chinese persons in any way. If a U.S. person or a Chinese person uses the
CMO Contract, uses the COMNO Token ( CMO) Contract and/or contributes CMO Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a U.S. person or a Chinese person as Contributor or Contributor has entered into this Agreement or has contributed COMNO Company ( CMOs) on behalf of a U.S. person or a Chinese person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any U.S. person or Chinese person who uses the CMO Contract, uses the COMNO Token ( CMO)
Contract and/or Contribute COMNO Tokens ( CMOs) or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless COMNO and COMNO’s 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 (collectively, the COMNO Parties) from any damages, losses, liabilities, costs or expenses of any kind, whether
direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive orspecial and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the Damages) incurred by a COMNO Party that arises from or is a result of such U.S. person’s or Chinese person’s unlawful, unauthorized or fraudulent use of the CMO Contract, unauthorized use of the COMNO Token ( CMO) Contract and/or the receipt or contribution of CMO Tokens.
2.3. Allocation and Sale of COMNO Tokens ( CMOs) to COMNO Parties. Contributor understands and consents to the participation of the Company’s past, present and future employees,
officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the contribution of COMNO Tokens ( CMOs), including people who may work on the development and implementation of the COMNO Platform or who may work for COMNO’s future businesses which COMNO may establish with a portion of the proceeds from the COMNO Token ( CMO) Distribution. All such COMNO Parties will participate
on the same terms as every other Contributor of COMNO Tokens ( CMOs) and will be bound by this Agreement.
2.4. No Representations and Warranties. The COMNO Tokens ( CMOs) will be distributed to Contributors thereof pursuant to the CMO Contract and the COMNO Token ( CMO) Contract. None of the COMNO Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the CMO Contract, the COMNO Token ( CMO) Contract or the COMNO Tokens ( CMOs) or their utility, or the ability of anyone to contribute or use the COMNO Tokens ( CMOs). Without limiting the foregoing, none of the COMNO Parties represent or warrant that the process of purchasing the CMO Tokens or receiving the COMNO Tokens ( CMOs) will be uninterrupted or error-free or that the CMO Tokens are reliable and error-free. As a result, Contributor acknowledges and understands that Contributor may never receive COMNO Tokens ( CMOs) and may lose the entire amount Contributor paid to Company. Contributor shall provide an accurate digital wallet address to Company for receipt of any COMNO Tokens ( CMOs) distributed to Contributor pursuant to the CMO Contract and the COMNO Token ( CMO) Contract.
2.5. Not an Offering of Securities, Commodities, or Swaps. The sale of COMNO Tokens ( CMOs) and the COMNO Tokens ( CMOs) themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Contributions and sales of CMO 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.
2.6. Not an Investment. Contributor should not participate in the COMNO Token ( CMO) Distribution or get COMNO Tokens ( CMOs) for investment purposes. COMNO Tokens ( CMOs) are not designed for investment purposes and should not be considered as a type of investment. Within twenty-three (23) hours from the end of the CMO Period, all COMNO Tokens ( CMOs) will no longer be transferable and the COMNO Token ( CMO) Contract will prevent all further transfers and public key mappings. At this point, the distribution of COMNO Tokens ( CMOs) will be complete. Contributor cknowledges, understands and agrees that Contributor should not expect and there is no guarantee or representation or warranty by Company that: (a) the COMNO Platform will ever be adopted; (b) the COMNO Platform will be adopted as developed by COMNO and not in a different or modified form; (c) a blockchain utilizing or adopting the COMNO Platform will ever be launched; and (d) a blockchain will ever be launched with or without changes to the COMNO Platform and with or without a distribution matching the fixed, non-transferable COMNO Token ( CMO) balances. Furthermore, COMNO Tokens ( CMOs) will not have any functionality or rights on the COMNO Platform and holding COMNO Tokens ( CMOs) is not a guarantee, epresentation or warranty that the holder will be able to use the COMNO Platform, or receive any tokens utilized on the COMNO Platform, even if the COMNO Platform is launched and the COMNO Platform is adopted, of which there is no guarantee, representation or warranty made by Company.
2.7. Not for Speculation. Contributor acknowledges and agrees that Contributor is not purchasing CMO for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The contribute of COMNO Tokens ( CMOs): (a) does not provide Contributor 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 Contributor with any ownership or other interest in Company.
3.2. 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, marks, 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. Contributor may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
ARTICLE FOUR: SECURITY AND DATA; TAXES
4.1. Security and Data Privacy.
a. Contributor’s Security. Contributor will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Contributor and utilized in connection with Contributor’s contribution of COMNO Tokens ( CMOs); (ii) private keys to Contributor’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Contributor is no longer in possession of Contributor’s private keys or any device associated with Contributor’s account or is not able to provide Contributor’s login or identifying credentials, Contributor may lose all of Contributor’s COMNO Tokens ( CMOs) and/or access to Contributor’s account. Company is under no obligation to recover any COMNO Tokens ( CMOs) and Contributor acknowledges, understands and agrees that all contributions of COMNO Tokens ( CMOs) are non-refundable and Contributor will not receive money or other compensation for any COMNO Tokens ( CMOs) contributed.
b. Additional Information. Upon Company’s request, Contributor 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. Contributor consents to Company disclosing such information and documents in order to comply with
applicable laws, regulations, rules or agreements. Contributor acknowledges that Company may refuse to distribute COMNO Tokens ( CMOs) to Contributor until such requested information is provided.
4.2. Taxes. Contributor acknowledges, understands and agrees that: (a) the contribute and receipt of COMNO Tokens ( CMOs) may have tax consequences for Contributor; (b) Contributor is solely responsible for Contributor’s compliance with Contributor’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Contributor.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF Contributor
By buying COMNO Tokens ( CMOs), Contributor represents and warrants to each of the COMNO Parties that:
5.1. Not a U.S. Person or Chinese Person: Contributor is not a U.S. person or a Chinese person.
5.2. Authority. Contributor has all requisite power and authority to execute and deliver this Agreement, to use the CMO Contract and the CMO Comno's Contracts, contribute COMNO Tokens ( CMOs), and to carry out and perform its obligations under this Agreement.
a. If an individual, Contributor is at least 18 years old and of sufficient legal age and capacity to contribute COMNO Tokens ( CMOs).
b. If a legal person, Contributor is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.3. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of Contributor’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Contributor is a party, by which it is bound, or to which any of its material
assets are subject; (c) any material agreement, obligation, duty or commitment to which Contributor is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Contributor.
5.4. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Contributor.
5.5. Contributor Status. Contributor is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a Contributor Event), and there is no proceeding or investigation pending or, to the knowledge of Contributor, threatened by any governmental authority, that would reasonably be expected to become the basis for a Contributor Event.
5.6. Contributor Knowledge and Risks of Project. Contributor has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, Comno's Contractss, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Contributor’s contribution of COMNO Tokens ( CMOs), including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of CMO Tokens, and liability to the COMNO Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Contributor has obtained sufficient information in order to make an informed decision to contribute COMNO .5.7. Funds; Payments.
a. Funds. The funds, including any fiat, virtual currency or cryptocurrency, Contributor uses to contribute COMNO are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Contributor will not use the COMNO Tokens ( CMOs) to finance, engage in, or otherwise support any unlawful activities.
b. Payments. All payments by Contributor under this Agreement will be made only in Contributor’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.
5.8. Miscellaneous Regulatory Compliance.
a. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Contributor complies with all anti-money laundering and counterterrorism financing requirements.
b. Sanctions Compliance. Neither Contributor, nor any person having a direct or indirect beneficial interest in Contributor or COMNO Tokens ( CMOs) being acquired by Contributor, or any person for whom Contributor is acting as agent or nominee in connection with COMNO Tokens ( CMOs), 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.
ARTICLE SIX: DISCLAIMERS
6.1. Contributor expressly acknowledges, understands and agrees that Contributor is using the CMO Distribution Contract, the COMNO Token ( CMO) Contract and purchasing COMNO Tokens ( CMOs) at the Contributor’s sole risk and that the CMO Contract, the COMNO Token ( CMO) Contract and COMNO Tokens ( CMOs) are each provided, used and acquired on an AS IS and on an AS AVAILABLE basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Contributor shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE CMO DISTRIBUTION CONTRACT, THE COMNO Token ( CMO) CONTRACT AND THE CMO TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ARTICLE SEVEN: RISKS
COMNO Tokens ( CMOs) MAY HAVE NO VALUE. Contributor MAY LOSE ALL AMOUNTS PAID.
Contributor has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the COMNO Tokens ( CMOs) (including those not discussed herein), all of which could render the COMNO Tokens ( CMOs) worthless or of little value:
7.1. No Rights, Functionality or Features. COMNO Tokens ( CMOs) have no rights, uses, purpose, attributes, functionalities or features, express or implied. COMNO Tokens ( CMOs) do not entitle holders to participate on the COMNO Platform, even if the COMNO Platform is launched and the COMNO Platform’s development is finished and the COMNO Platform is adopted
7.2. COMNO Platform. Contributor should not contribute COMNO Tokens ( CMOs) in reliance on the COMNO Platform because COMNO Tokens ( CMOs) are not usable on the COMNO Platform and do not entitle Contributor to anything with respect to the COMNO Platform.
7.3. Contributions Price Risk. The distribution of COMNO Tokens ( CMOs) will occur at the end of each set period during the CMO Period. The contribute price a Contributor receives for COMNO Tokens ( CMOs) depends upon the actions of all other users sending ether (ETH) , bitcoin (BTC) or other cryptocurrencies to the COMNO Comapny during the same period. Everyone sending ether (ETH) , bitcoin (BTC) or other cryptocurrencies during the same period receives the same price. It is possible for other people to send in a large amount of ether (ETH) , bitcoin (BTC) or other cryptocurrencies after Contributor and dramatically increase the price Contributor and everyone else pays per COMNO Token ( CMO) received. There are no guarantees as to the price of COMNO Tokens ( CMOs) contributed by Contributor and no guarantees that the price per COMNO Token ( CMO) determined each period by the market will be equal to or higher in the subsequent periods of the CMO Distribution Period. There is the possibility that the price per COMNO Token ( CMO) in subsequent periods of the CMO Period falls below the price paid by initial Contributors of COMNO Tokens ( CMOs) during the CMO Period. COMNO reserves the right to change the duration of the CMO Period for any reason, including, without limitation, bugs in the CMO Contract or the COMNO Token ( CMO) Contract or the unavailability of the Website or other unforeseen procedural or security issues.
7.4. Blockchain Delay Risk. On the Comno blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ether (ETH) , bitcoin (BTC) or other cryptocurrencies contributed to the COMNO Company in the final seconds of a distribution period may not get included for that period. Contributor acknowledges and understands that the Comno or other blockchain may not include the Contributor’s transaction at the time Contributor expects and Contributor may not receive COMNO Tokens ( CMOs) the same day Contributor sends ETH or other cryptocurrencies.
7.5. Comno Blockchain. The Comno blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Comno network or other blockchain network in an attempt to gain an advantage in purchasing cryptographic tokens. Contributor acknowledges and understands that Comno and other blockchain block producers may not include Contributor’s transaction when Contributor wants or Contributor’s transaction may not be included at all.
7.6. Ability to Transact or Resell. Contributor may be unable to sell or otherwise transact in CMO Tokens at any time, or for the price Contributor paid. By using the CMO Contract or the COMNO Token ( CMO) Contract or by purchasing COMNO Tokens ( CMOs), Contributor acknowledges, understands and agrees that: (a) COMNO Tokens ( CMOs) may have no value; (b) there is no guarantee or representation of liquidity for the COMNO Tokens ( CMOs); and (c) the COMNO
Parties are not and shall not be responsible for or liable for the market value of CMO Tokens, the transferability and/or liquidity of COMNO Tokens ( CMOs) and/or the availability of any market for COMNO Tokens ( CMOs) through third parties or otherwise.
7.7. Token Security. COMNO Tokens ( CMOs) may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the CMO Distribution Contract, the COMNO Token ( CMO) Contract or the COMNO Tokens ( CMOs) in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Comno platform rests on open source software and COMNO Tokens ( CMOs) are based on open source software, there is the risk that Comno Comno's Contractss may contain intentional or unintentional bugs or weaknesses which may negatively affect the COMNO Tokens ( CMOs) or
result in the loss of Contributor’s COMNO Tokens ( CMOs), the loss of Contributor’s ability to access or control Contributor’s COMNO Tokens ( CMOs) or the loss of ETH in Contributor’s account. In the event of such a software bug or weakness, there may be no remedy and holders of COMNO Tokens ( CMOs) are not guaranteed any remedy, refund or compensation.
7.8. Access to Private Keys. COMNO Tokens ( CMOs) contributed by Contributor may be held by Contributor in Contributor’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Contributor’s digital wallet or vault storing COMNO Tokens ( CMOs) will result in loss of such COMNO Tokens ( CMOs), access to Contributor’s COMNO Token ( CMO) balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining accessto login credentials of a hosted wallet or vaultservice Contributor uses, may be able to misappropriate Contributor’s COMNO Tokens ( CMOs). Company is not responsible for any such losses.
7.9. COMNO Tokens ( CMOs) Will Become Non-Transferable. Contributor acknowledges and understands that COMNO Tokens ( CMOs) will become non-transferrable within twenty-three (23) hours after the end of the CMO Period. At this time, Contributor will no longer be able to map a public key to Contributor’s account and Contributor will not be able to transfer COMNO Tokens ( CMOs)on the Comno blockchain. Some cryptocurrency exchanges may on their own accord enable COMNO Tokens ( CMOs) to continue trading, but the exchanges will be unable to accept new deposits or authorize withdrawals of COMNO Tokens ( CMOs).
7.10. New Technology. The COMNO Platform and all of the matters set forth in the White Paper are new and untested. The COMNO Platform might not be capable of completion, implementation or adoption. It is possible that no product utilizing the COMNO Platform will be ever be launched and there may never be an operational COMNO Platform. Contributor should not rely on the COMNO Platform or the ability to receive tokens associated with the COMNO Platform in the future. Even if the COMNO Platform is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the COMNO Platform may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the COMNO Tokens ( CMOs) and any tokens transferable on the COMNO Platform may become outdated.
7.11. Reliance on Third-Parties. Even if completed, the COMNO Platform will rely, in whole or 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 COMNO Platform and COMNO
7.12. Failure to Map a Public Key to Contributor’s Account. Failure of Contributor to map a public key to Contributor’s account may result in third parties being unable to recognize Contributor’s CMO Token balance on the Comno blockchain when and if they configure the initial balances of a new blockchain based upon the COMNO Platform of which Company makes no representation or guarantee.
7.13. Exchange & Counterparty Risks. If Contributor sends ether (ETH) , bitcoin (BTC) or other cryptocurrencies to the COMNO Token ( CMO) Contract from an exchange or an account that Contributor does not control, pursuant to the COMNO Token ( CMO) Contract, COMNO Tokens ( CMOs) will be allocated to the account that has sent ether (ETH) , bitcoin (BTC) or other cryptocurrencies; therefore, Contributor may never receive or be able to recover Contributor’s COMNO Tokens ( CMOs). Furthermore, if Contributor chooses to maintain or hold COMNO Tokens ( CMOs) through a cryptocurrency exchange or other third party, Contributor’s COMNO Tokens ( CMOs) may be stolen or lost. In addition, third parties may not recognize Contributor’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the COMNO Platform. By using the COMNO Contract, using the COMNO Token ( CMO) Contract and/or by purchasing CMO Tokens, Contributor acknowledges and agrees that Contributor sends ETH to the COMNO Token ( CMO) Contract through an exchange account and/or holds COMNO Tokens ( CMOs) on a cryptocurrency exchange or with another third party at Contributor’s own and sole risk.
7.14. Changes to the COMNO Platform. The COMNO Platform is still under development and may undergo significant changes over time. Although Company intends for the COMNO Platform to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the COMNO Platform and launches the COMNO Platform also may
make changes, any of which may mean that the COMNO Platform does not meet Contributor’s expectations.
7.15. Project Completion. The development of the COMNO Platform 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.
7.16. Lack of Interest. Even if the COMNO Platform is finished and adopted and the COMNO Platform is launched, the ongoing success of the COMNO Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the COMNO Platform.
7.17. 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 COMNO Tokens ( CMOs) in various ways, including, for example, through a determination that COMNO Tokens ( CMOs) are regulated financial instruments that require registration. Company may cease the distribution of COMNO Tokens ( CMOs), the development of the COMNO Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to
7.18. 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 COMNO Tokens ( CMOs) and/or the development of the COMNO Platform.
ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Contributor disclaims any right or cause of action against the COMNO Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any COMNO Party. Each of the COMNO Parties shall not be liable to Contributor for any type of Damages, even if and notwithstanding the extent a COMNO Party has been advised of the possibility of such Damages. Contributor agrees not to seek any refund, compensation or reimbursement from a COMNO Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages. In no circumstances will the aggregate joint liability of the COMNO Parties, whether in contract, warrant, tort or other theory, for Damages to Contributor under this Agreement exceed the amount received by Company from Contributor.
8.3. Force Majeure. Contributor understands and agrees that Company shall not be liable and disclaims all liability to Contributor in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or Comno's Contracts bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for
the avoidance of doubt, changes to any blockchain-related protocol.
8.4. Release. To the fullest extent permitted by applicable law, Contributor releases the COMNO Parties from responsibility, liability, claims, demands, and/or 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 Contributor and the acts or omissions of third parties.
a. To the fullest extent permitted by applicable law, Contributor will indemnify, defend and hold harmless and reimburse the COMNO Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a COMNO Party arising from or relating to: (i) Contributor’s contribution or use of COMNO Tokens ( CMOs); (ii) Contributor’s responsibilities or obligations under this Agreement; (iii) Contributor’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty
of Contributor; (v) Contributor’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Contributor that is negligent, unlawful or constitutes willful misconduct.
b. Company reserves the right to exercise sole control over the defense, at Contributor’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Contributor and Company.
ARTICLE NINE: DISPUTE RESOLUTION
9.1. Informal Dispute Resolution. Contributor and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a Dispute). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.
9.2. Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section
9.1 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. The arbitration award shall be final and binding on the Parties (Binding Arbitration). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Contributor will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
9.3. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Contributor and Company 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 behalf of any other
individual or group of individuals.
ARTICLE TEN: MISCELLANEOUS
10.1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Cayman Islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2. Assignment. Contributor shall not assign this Agreement without the prior written consent of COMNO. Any assignment or transfer in violation of this Section 10.2 will be void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
10.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any COMNO Party about the COMNO Tokens ( CMOs), the COMNO Platform, the COMNO Platform, Blockchain Tokens or any other tokens on the COMNO
10.4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.
10.5. Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at https://COMNO.com/contribution-agreement.html. The modified terms will become effective upon posting. It is Contributor’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
10.6. Termination of Agreement; Survival. This Agreement will terminate upon the completion of all sales in the COMNO Token ( CMO) Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Contributor breaches this Agreement. Upon termination of this Agreement: (a) all of Contributor’s rights under this Agreement immediately terminate; (b) Contributor is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
10.7. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
10.8. No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does
not create any third party beneficiary rights in any person.
10.9. Electronic Communications. Contributor agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Contributor pursuant to this Agreement or in connection with or related to Contributor’s contribute of COMNO Tokens ( CMOs), including this Agreement, may be provided by Company, in its sole discretion, to Contributor, in electronic form.