AI DREAMS LLC, Euro House, Richmond Hill Road, Kingstown, St. Vincent and the Grenadines
TERMS OF TOKEN SALE
PLEASE READ THESE TERMS OF SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of AI DREAMS tokens ("AIDREAMS") during the AIDREAMS crowd-sale period ("Sale Period") from AI DREAMS LLC, Euro House, Richmond Hill Road, Kingstown, St. Vincent and the Grenadines ("Company," "we," or "us") is subject to these Terms of Sale ("Terms"). Each of you and Company is a "Party," and together the "Parties."
By purchasing AIDREAMS from us during the Sale Period and/or using AIDREAMS in connection with the Ecosystem (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us atsupport@aidreams.io.
You and Company agree as follows:
Purpose and Use of AIDREAMS in Connection with the Ecosystem AIDREAMS are intended to be used for attention-based transactions and other interactions within the AI DREAMS platform and immersive entertainment ecosystem ("Ecosystem"). These tokens support a decentralized platform that facilitates engagement, targeted advertising, and other services ("Services"). Important additional details regarding the Services and Ecosystem are provided in Exhibit A. Ownership of AIDREAMS carries no rights, express or implied, other than the right to use AIDREAMS as a means to obtain Services, and to enable interaction with the Ecosystem if successfully completed and deployed. AIDREAMS do not represent or confer any ownership, stake, security, or equivalent rights in the Company or its affiliates, nor do they entitle holders to any voting or revenue-sharing rights. AIDREAMS are not digital currency, security, commodity, or financial instruments.
Scope of Terms
These Terms govern only your purchase of AIDREAMS from us during the Sale Period. The use of AIDREAMS in connection with the Services or Ecosystem may be governed by additional applicable terms and policies ("Ecosystem Terms and Policies"). Any Ecosystem Terms and Policies will be available at https://aidreams.io We reserve the right to modify these terms and policies as necessary. In case of conflict, the Ecosystem Terms and Policies will control with respect to any issues relating to the use of AIDREAMS.
Cancellation; Refusal of Purchase Requests
Your purchase of AIDREAMS from us during the Sale Period is final, and there are no refunds or cancellations except as required by law or as described in Exhibit B. We reserve the right to refuse or cancel AIDREAMS purchase requests at any time in our sole discretion.
AIDREAMS Sale Procedures and Specifications
Details about the procedures and specifications of the AIDREAMS sale, including timing, pricing, and use of proceeds, are provided in Exhibit B. By purchasing AIDREAMS, you acknowledge that you understand and accept these terms.
Acknowledgment and Assumption of Risks
By purchasing AIDREAMS, you acknowledge and accept the risks associated with the purchase, holding, and use of AIDREAMS, as detailed in Exhibit C. If you have questions about these risks, contact us atsupport@aidreams.io.
Security
You are responsible for securing the wallet or other storage mechanism you use to receive and hold AIDREAMS. If you lose your private key(s) or credentials, you may lose access to your AIDREAMS. We are not responsible for such losses.
Personal Information
We may require certain information from you to comply with applicable laws. You agree to provide such information promptly upon request. We may refuse to sell AIDREAMS to you until you provide the requested information and it is determined that selling to you complies with applicable laws.
Taxes
You are responsible for determining and complying with any tax obligations arising from your purchase of AIDREAMS, including reporting and remitting applicable taxes to the appropriate authorities.
Representations and Warranties
By purchasing AIDREAMS, you represent and warrant that:
• You have read, understood, and agree to these Terms.
• You have sufficient knowledge of blockchain technology and cryptographic tokens to appreciate the risks involved.
• You are purchasing AIDREAMS for use within the Ecosystem, not for speculative or investment purposes.
• Your purchase complies with the laws of your jurisdiction.
• You will comply with applicable tax obligations related to your purchase.
• You are not a resident or domiciled in jurisdictions restricted under these Terms.
Indemnification
You agree to indemnify and hold harmless the Company and its affiliates from any claims, damages, or losses arising from your purchase or use of AIDREAMS.
Disclaimers and Limitation of Liability
AIDREAMS are provided "AS IS" without warranties of any kind. The Company disclaims all liability for indirect or consequential damages arising from your purchase or use of AIDREAMS.
Dispute Resolution; Arbitration
Disputes will be resolved through binding arbitration, as detailed in Section 14. Class action waivers apply.
Governing Law
These Terms are governed by the laws of Saint Vincent and the Grenadines.
Miscellaneous
These Terms constitute the entire agreement between you and us regarding the sale of AIDREAMS. We may update these Terms as necessary, and your continued use of AIDREAMS constitutes acceptance of the updated Terms.
Exhibits
• Exhibit A: Description of the Ecosystem and AIDREAMS
• Exhibit B: Token Sale Procedures and Specifications
• Exhibit C: Risks Associated with AIDREAMS Purchase and Use
Exhibit A
Description of Company, Ecosystem, and AIDREAMS
Overview of Company and Affiliates AI DREAMS LLC, a privately held company with limited liability incorporated in Saint Vincent and the Grenadines, is the primary entity responsible for the provision of services and the development of the Ecosystem.
Overview of Current Ecosystem The ecosystem includes an API that can be plugged into any virtual world or immersive content. This API allows gaze control (the mechanic of how VR worlds are consumed by audiences) to be measured and monetized. This happens by connecting worlds to the AI DREAMS Mixed Reality platform - powered by the AIDREAMS blockchain. This provides them with a suite of dev tools. Specifically, VR/AR producers can create their own worlds with their own branded currencies - monetizing worlds with themes as diverse as entertainment to med tech. Inside these worlds, every interaction is measured and tracked in the AIDREAMS blockchain. These interactions spawn microtransactions that reward audiences for engaging and content providers for supplying. Audiences can then take their earned tokens and exchange them for other currencies in worlds that are now connected by the very ecosystem that AI DREAMS creates.
Development of Ecosystem with AIDREAMS Functionality and Services The Company now intends to introduce new components into the Ecosystem in the form of AIDREAMS and an accompanying AIDREAMS wallet (together, "AIDREAMS Functionality"). AIDREAMS is based on the Ethereum protocol and conforms to the ERC20 standard. AIDREAMS will be the utility token for conducting transactions and obtaining Services on the Ecosystem.
Currently, it is anticipated that the primary services ("Services") to be facilitated through AIDREAMS and the Ecosystem, as developed and made available by AI DREAMS LLC, will relate to targeted advertising, promotions, and other attention-based commercial uses. However, AIDREAMS may also be used by publishers and advertisers for unlocking premium content. Additionally, users will have the ability to donate AIDREAMS to individual content providers and publishers, among other charitable purposes.
Further details regarding the Ecosystem are described in the AI DREAMS Blockchain VR/AR Token Whitepaper ("Whitepaper"), which is available on the AI DREAMS website at https://aidreams.io The information contained in the Whitepaper and AI DREAMS’s website is of descriptive nature only and does not, unless explicitly incorporated herein, form part of the Terms.
Although the Company intends to develop the Ecosystem in the manner generally described above and in the Whitepaper, it reserves the right to modify features, functionalities, or development plans in its sole and absolute discretion.
Exhibit B
Token Sale Procedures and Specifications
Total Number of AIDREAMS to be Created and Sold The amount of AIDREAMS that will be created is such that 60% of all AIDREAMS is owned by the crowd.
Commencement and Duration of Token Sale The Company’s sale of AIDREAMS will begin at 4:30 pm [New York] time on December 21, 2024, and continue for eleven (10) days (the "Pre-Sale Period").
AIDREAMS Price
The price of AIDREAMS in the token sale is USDT 0.00005 per token for the presale period. This price will increase to at least USDT 0.0001 for the final sale, taking place after the conclusion of the pre-sale.
Procedures for Buying and Receiving AIDREAMS In order to purchase AIDREAMS during the Pre-Sale Period, and to receive the AIDREAMS you purchase, you must have an Solana wallet that supports the Solana blockchain . AI DREAMS LLC reserves the right to prescribe additional wallet requirements.
Approximately forty-eight (48) hours prior to the commencement of the Sale Period, AI DREAMS LLC will publish an address for the AIDREAMS sale via https://aidreams.io
To initiate a purchase of AIDREAMS during the Sale Period, you must send an amount of Ether to an Ethereum address (the "AIDREAMS Token Address") that will be provided to you only after you agree to these Terms by clicking the "I Agree with the Terms - View the AIDREAMS Token Address" button at the bottom of these Terms. Sending Ether to the AIDREAMS Token Address during the Sale Period triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and deliver the AIDREAMS token at the end of the ICO to the ERC20 wallet address from which the Ether was sent.
Ether must be sent to the AIDREAMS Token Address during the Pre-Sale Period in order to purchase and receive AIDREAMS. Sending Ether to any other address may result in loss of Ether. Attempted transactions to purchase AIDREAMS will be rejected if Ether is sent to the AIDREAMS Token Address at any time before or after the Sale Period.
The Smart Contract System is deployed by AI DREAMS LLC from Saint Vincent and the Grenadines and is programmed so that all transactions it executes will be executed in Saint Vincent and the Grenadines. As such, title to, and risk of loss of, AIDREAMS created and delivered by the Smart Contract System passes from AI DREAMS LLC to purchasers in Saint Vincent and the Grenadines.
AI DREAMS LLC AIDREAMS and User Growth Pool of at least 10% of the total supply of AIDREAMS will be allocated to a "User Growth Pool", which AI DREAMS LLC will administer to incentivize use of the Ecosystem.
The User Growth Pool is intended to reward content owners for providing premium content experiences for free for Ecosystem users. AIDREAMS received as a reward can only be used for transactions on the Ecosystem. Once the User Growth Pool is exhausted, it will be discontinued, and no new AIDREAMS will be created for or transferred to the User Growth Pool.
Use of Proceeds from AIDREAMS Token Sale.
AI DREAMS LLC receives Solana and USDT for AIDREAMS sold to purchasers during the Sale Period.
The following is an estimated, illustrative allocation of these budget items, which AI DREAMS LLC reserves the right to modify in its sole and absolute discretion:
Game Development (estimated 48% of proceeds). This budget item will support AI DREAMS LLC’s team of engineers who are developing the Ecosystem and making necessary adjustments to the development of the existing Dream Channel and related technology. More specifically, AI DREAMS LLC’s engineering team currently intends to focus on the following steps based on funding milestones:
• Create AIDREAMS API/Wallet;
• Create Virtual/Augmented real estate (Connected 3D VR/AR worlds + social network engine);
• Create procedural engine driving automated virtual world generation;
• Create navigation systems/tollways between worlds: The wormhole transport system;
• Create choose-your-own-adventure story engine;
• Create mixed reality platform; Create epic mixed reality game;
• Encourage migration of all user transactions to the Ecosystem;
• Add alternate metrics based on advertiser feedback, and facilitate development of decentralized audit trail based on such metrics;
• Encourage, and coordinate with, partners in building applications for the Ecosystem;
• Explore and build other value-added services and functionalities for the Ecosystem.
Marketing (estimated 22% of proceeds). This budget item will be used for marketing to expand awareness and adoption of the Ecosystem, including the AIDREAMS, among users, publishers, and advertisers. It will also be used for broader development, growth, and maintenance of the Dream Channel community.
Contractors (estimated 13% of proceeds). This budget item will focus on third-party engineering, promotional work, growth hacking, public relations, and affiliate program partnerships.
Administration (estimated 10% of proceeds). This budget item will entail legal, accounting, and other professional services fees; physical infrastructure and security costs; and other associated administration costs.
Contingency (estimated 7% of proceeds). This budget item is intended as a reserve to address unforeseen costs.
Exhibit C
Certain Risks Relating to Purchase, Sale and Use of AIDREAMS
Important Note: As noted elsewhere in these Terms, the AIDREAMS are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. AI DREAMS LLC expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.
SCOPE OF TERMS
Unless otherwise stated herein, these Terms govern your purchase of Tokens from us during the Sale Period. The use of Tokens in connection with the Ecosystem may be governed by these terms and other applicable terms and policies (collectively, the "Ecosystem Terms and Policies"). Any Ecosystem Terms and Policies we promulgate will be available at www.aidreams.io We may add terms or policies to the Ecosystem Terms and Policies at our sole discretion, and may update each of the Ecosystem Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Ecosystem Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the Ecosystem.
Eligibility
In order to be eligible to participate in the Token Sale, you must provide all personal information as required by the Company or its agents, as part of its Know Your Customer ("KYC") process. We may choose to nominate third party service providers to collect and verify KYC information on our behalf, who may also require you to accept their terms and conditions or privacy policy agreements. Collected information may include a passport, driver’s license, utility bill, photograph of you, government identification cards, or sworn statements, and we or our nominee may keep a copy of such information.
In order to be eligible to purchase the Tokens, you must also have a wallet or other storage mechanism ("Wallet") that supports SOLANA native tokens on the Solana blockchain in order to receive any Tokens you purchase from us and provide the address for your Wallet (the "Token Receipt Address") if requested. We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. You must have the ability to send ADA to the address that we provide (the "TokenDeposit Address").
We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from your failing to provide a Token Receipt Address or providing an inaccurate or incomplete Token Receipt Address.
The Company reserves the right to prohibit any and all sales to users domiciled or located in a country or territory it deems as restricted from any token sale activities are subject to regulatory requirements, including but not limited to Afghanistan, Congo-Brazzaville, Congo-Kinshasa, Cuba, Iran, Iraq, Libya, North Korea, Syria and Tajikistan. The Company many cancel any sales to users domiciled or located in any such country.
Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens and using Tokens for providing or receiving Services on the Platform, as disclosed and explained in the Risk Disclosures set forth in Schedule 1 hereto. If you have any questions regarding these risks, please contact us at tokensale@empowa.io
BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 3 HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON PURCHASE OF THE TOKENS.
Security
Your Security: You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanisms you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Cardano address or your Tokens and (iii) your username, password and any other login or identifying credentials, including those used by service providers.
Your Information: We may use aggregate statistical information about your activity, including your activity on the Company Site and logins to various websites, for marketing or any other purpose at our sole discretion. We may use your internet protocol address to verify your purchase of Tokens. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any other Platform Terms and Policies, all of which you have agreed to.
Taxes
The Purchase Price that you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Company or any Company Parties (defined below) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Platform.
Representations and Warranties
By purchasing Tokens, you represent and warrant that:
• You are agreeing to participate in the Platform in some manner, and you understand that it is your responsibility to participate, meaning that the Platform surrounding this project is NOT solely dependent upon the efforts of the Company managers, but by the members engaging with the Company, the Platform and any associated Services;
• You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
• You have read and understand these Terms (including the totality of the White Paper to which these Terms also apply);
• You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;
• You understand that the Tokens currently only confer the right to transfer value within the Platform and confer no other rights of any form with respect to the Platform or the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
• You understand that while decentralised governance of the Platform is described as part of the roadmap in the White Paper, as the governance process is not yet defined, there is no assurance that ownership of Tokens will confer any rights to participate in the governance process once it is established, unless described as such in the definition of the Platform governance process, once, and if, that phase of the project is completed;
• You are not purchasing Tokens for any uses or purposes other than to transfer value within the Platform, including, but not limited to, any investment, speculative or other financial purposes.
• Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
• You are legally permitted to receive software and participate in the use of the Platform;
• You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of the Tokens;
• You agree to promptly provide to the Company or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including but not limited to anti-money laundering legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance;
• You are at the age of majority in your country of residence and are legally able to obtain and use the Tokens; You understand with regard to Tokens, that we make no guarantees that you will be able to resell Tokens, or as to its future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;
• You understand that you bear the sole responsibility to determine whether your interactions with the Platform, the ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Platform may have tax implications; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any tax liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Platform;
• You waive the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully here;
• You understand that the purchase of 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;
• You understand that the transfer of ADA, the transfer of the Tokens and the maintenance of the Platform carry significant financial, regulatory and reputational risks as further set forth in the Terms;
• You understand that you have no right against any other party to request any refund of contributions submitted for the purchase of Tokens under any circumstance;
• If you are purchasing Tokens on behalf of a legal entity, you are authorised to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly);
• You are not (i) a citizen or resident of a geographic area in which access to or use of the Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject toU.S. or other sovereign countrysanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on BIS’s Denied Persons, Unverified, or Entity Lists, or OFAC’s List of Specially Designated Nationals, Foreign Sanctions Evaders, or List of Consolidated Sanctions, or DDTC’s Debarred Parties List.
• You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorised access to the Token Sale. If you do share your credentials with anyone we will consider their activities to have been authorised by you. You alone are responsible for any acts or omissions that occur during the Token Sale through the use of your credentials. We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorised access or use, or any attempted access or use, by anyone associated with your credentials.
Indemnification
a.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Company Parties") from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Company Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively "Claims") arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes wilful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Parties under applicable law.
b.
The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under the above Section (a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
Disclaimers
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, 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 OR EQUITABLE 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 COMPANY AND THE COMPANY PARTIES (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 THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
THE LIMITATIONS SET FORTH IN THIS SECTIONWILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.
Release
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, losses, 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 you and the acts or omissions of third parties.
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favour at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Dispute Resolution; Arbitration
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions.Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Notice; Informal Dispute Resolution.Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company atinfo@aidreams.io. Notice to you shall be by email to the then-current email address registered with the Company. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.
Process."Should any dispute, disagreement or claim arise between the parties (called hereafter "the dispute") concerning this agreement, the parties shall try to resolve the dispute by negotiation. This entails that the one party invites the other in writing to a meeting and to attempt to resolve the dispute within 7 (seven) days from date of the written invitation. If the dispute has not been resolved by such negotiation, the parties shall submit the dispute to Dispute Resolution Centre St Vincent & Grenadines (DRC) or similar organisation for administered mediation, upon the terms set by the DRC or the laws of the jurisdiction. Failing such a resolution, the dispute, if arbitrable in law, shall be finally resolved in accordance with the Rules of the DRC or similar organisation by an arbitrator or arbitrators appointed by the DRC.
Authority of Arbitrator.As limited by the DRC and the laws of St Vincent & Grenadines, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Severability of Dispute Resolution; Arbitration.If any term, clause or provision of these terms and conditions is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of these terms and conditions will remain valid and enforceable. Further, the waivers set forth in these terms and conditions are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.