Last updated April 04, 2022.
BEFORE ATTENDING ANY PURCHASE OF NFT MAKER NMKR TOKENS PLEASE READ THIS DOCUMENT AND THE PROJECT WHITEPAPER CAREFULLY. THIS DOCUMENT DOES NOT REPLACE THE EXPERT ADVICE OF A BANKER, LAWYER OR TAX ADVISOR REGARDING PURCHASE OF NMKR TOKENS. NO REPRESENTATION OR WARRANTY IS MADE AS TO WHETHER, OR THE EXTENT TO WHICH, THE NMKR TOKENS PURCHASE IS LEGAL FOR TOKEN RECIPIENTS FROM COUNTRIES WHERE THOSE ACTIVITIES ARE RESTRICTED.
BY ACCEPTING THESE TERMS OR RECEIVING ANY NMKR TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING NMKR TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN ISSUANCE, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL ADVISOR.
NMKR TOKENS DO NOT CONSTITUTE SECURITIES PURSUANT TO LIECHTENSTEIN AND EUROPEAN UNION LAW. DEPENDING ON THE RESIDENCE OF THE TOKEN RECIPIENT, SUCH QUALIFICATION MAY BE ALTERED FUNDAMENTALLY. ANY TOKEN RECIPIENT IN PARTICULAR FROM OUTSIDE OF THE EUROPEAN UNION SHOULD CONSULT THEIR LEGAL ADVISORS REGARDING SUCH MATTERS PRIOR TO ANY NMKR TOKENS PURCHASE.
THESE TERMS SHALL IN NO WAY BE CONSIDERED TO CONSTITUTE A PROSPECTUS, A SOLICITATION FOR INVESTMENTS IN NMKR TOKENS OR INVESTMENT ADVICE BY ANY MEANS.
DUE TO THE LEGAL NATURE OF TOKENS IN GENERAL THERE ARE CERTAIN RISKS ASSOCIATED WITH NMKR TOKENS WHICH ARE DESCRIBED HEREIN. BY ACCEPTING THESE TERMS AND CONDITIONS (HEREINAFTER “TERMS“), TOKEN RECIPIENTS AGREE TO BE PROPERLY INFORMED ABOUT ALL POSSIBLE RISKS ARISING FROM THIS TOKEN OFFERING. THESE TERMS MIGHT CONTAIN BINDING WAIVERS WHICH – IF APPLICABLE TO THE INDIVIDUAL TOKEN RECIPIENT MIGHT AFFECT HIS LEGAL RIGHTS. IF THE TOKEN RECIPIENT DOES NOT AGREE TO THESE TERMS AS STATED BELOW, HE SHALL NOT PARTICIPATE IN THE TOKEN OFFERING.
The following Terms constitute a binding agreement between LCX AG and the individual participant in the NMKR Token sale (hereinafter “Token Sale“).
The offering of the NMKR Token (“NMKR Token” or “Token”) is carried out by LCX AG (“the Issuer”) on behalf and for account utxo AG, a company incorporated in Switzerland, with the seat and correspondence address at Döttingerstrasse 21, CH-5303 Würenlingen.
Subject of this Token Offering will be the transfer of tokens (hereinafter “NMKR Token“) in the form of a token on the Cardano Blockchain. The NMKR Token will be transferred to the Token Holder (hereinafter “Token Holder” or “Token Recipient“) at LCX token sale online platform. Token Issuer and Token Recipient shall hereinafter be referred to as “Parties”.
LCX AG is offering (hereinafter the “Offering” or “Token Offering“) up to a maximum of 1.5 Billion NMKR Tokens via private and public sale to the market. The total supply of NMKR tokens is 10 Billion.
BY ACCEPTING THESE TERMS OR RECEIVING ANY NMKR TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING NMKR TOKENS. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN OFFERING, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR ADVISORS. IF YOU HAVE NOT READ OR DO NOT AGREE WITH THE TERMS STATED IN THIS DOCUMENT, DO NOT PURCHASE NMKR TOKENS.
The Basic Information according to Art. 33 of Tokens and TT Service Provider Act (“TVTG”) can be accessed online at https://www.lcx.com/wp-content/uploads/20220404_Basic_Information_-_NMKR_Token_Sale_FINAL-SIGNED.pdf
The NMKR Token official website and whitepaper can be accessed here: https://www.nft-maker.io/
In case questions arise regarding these Terms respectively the Token Offering in general, feel free to contact the Token Issuer anytime by Email at: [email protected]
Potential purchase NMKR Tokens should be conducted by individuals or legal entities that have profound experience with, and understanding of the usage and intricacies of distributed ledger technology, blockchain-based software systems and applications, including and in particular the Cardano-Blockchain and -tokens.
Even though LCX AG will do its best to assist its customers where it will be necessary and asked for, it is not liable for any losses of tokens due to actions exclusively performed by the Token Recipient. It is therefore up to the sole discretion of the Token Recipients to assess their capability to be able to perform all steps necessary to receive the NMKR Tokens. By accepting these Terms, the Token Recipient acknowledges to satisfy the aforementioned requirements.
As further described herein and permitted by Liechtenstein law, by participation in the NMKR Token Offering by purchasing the NMKR Tokens, the Token Recipient agrees to not hold the Token Issuer or its respective past, present, and future employees, officers, directors, contractors, consultants and/or equity holders liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected to the Token Offering.
Table of Content
Considering the recitals above, the Parties agree as follows:
These Terms become effective by the time the Token Recipient checks the respective boxes concerning the acceptance of these Terms and by clicking the accept button next to “I have read the Basic Information and accept the Terms of Token Sale.” on the token sale page at https://accounts.LCX.com/token-sale.
This document contains relevant terms and conditions that govern the purchase and usage of NMKR Tokens.
Issuer of the NMKR Tokens is LCX AG, a Liechtenstein registered company by shares that holds all relevant registrations required by Liechtenstein law, particularly the Liechtenstein act on Tokens and Trustworthy Technologies (hereinafter the “Liechtenstein Blockchain Act” or “TVTG”). The offering of the NMKR Token is carried out by LCX AG on behalf and for account of utxo AG, a company incorporated in Switzerland,, with the seat and correspondence address at Döttingerstrasse 21, CH-5303 Würenlingen.
The NFT-Maker Whitepaper concerning NFT-Maker Project and NMKR Token is publicly available at https://www.nft-maker.io/
Expressed reference is made to the Basic Information according to Art. 33 TVTG being an integrated part of the Terms, which has been published here and submitted to the Financial Market Authority Liechtenstein with respective notification:
https://www.lcx.com/wp-content/uploads/20220404_Basic_Information_-_NMKR_Token_Sale_FINAL-SIGNED.pdf
NFT-MAKER provides the infrastructure for NFT projects, allowing creators, brands, companies and artists to focus on what they do best, being creative. We make NFTs accessible for everyone by providing an end-to-end ecosystem that adapts to the various use cases and needs of web3.
We see these as challenges to overcome and with our holistic approach, we feel this is possible. By focusing on energy efficient Proof-of-stake blockchains like Cardano, we will be the intermediary between NFT suppliers and their customers – offering an easy to use and EU compliant product ready for the world. In order to solve the verification concerns we will introduce a mix between a token verification mechanism focused on game-theory to reduce bad behaviour and introduce Digital Identity tools to give users to prove their authenticity.
By registration and participation in this Token Offering, the Token Recipient warrants to provide accurate, current and complete information about his identity, residence, source of funds and further information that is or might become relevant. The Token Issuer may demand additional information during the course of the Token Recipients ownership of NMKR Tokens.
In order to validate the information provided by the Token Recipient, LCX AG may submit inquiries including but not limited to commercial databases, population registers or other data provided by governmental agencies or accredited data vendors.
Any data provided by the Token Recipient during or as part of the Token Offering will be processed and stored in accordance with the applicable Liechtenstein data protection laws. Any personal data will not be processed in a way that is incompatible with these laws. The provisions of Article 30 of the Data Protection Act and Article 15 General Data Protection Regulation (“GDPR”) apply to the right to information.
Please refer to LCX AG’s Privacy Policy for further details (https://www.lcx.com/privacy-policy/).
The NMKR Token will bridge the full NFT-MAKER ecosystem by enabling decentralised utility and governance for all NFT-MAKER products.
NFT-MAKERs goal therefore, is to provide the maximum possible utility via the NMKR Token. At a glance this means that holding NMKR will grant you rights to vote on all kinds of changes related to the NFT-MAKER Ecosystem, ranging from how we adjust reward parameters to verifying NFT projects as being real.
NMKR Token will represent your engagement within the Cardano NFT space and NFT-MAKER plan to ensure it has the best possible utility for all things NFT related.
Token sale start date: April 4, 2022.
Token sale duration: Until sold out or a maximum of 12 month after the start of token sale.
Token distribution and listing date total supply: 10,000,000,000 NMKR Tokens
Private Sale: 750,000,000 NMKR
Public Sale: 750,000,000 NMKR
TOKEN RELEASE STRUCTURE
Private sale participants have two vesting options with varying prices;
12 month vesting daily unlock after 3 month
Public sale participants will have vesting option with varying prices;
6 Month vesting daily unlock
Any of these parameters may be changed any time at the sole discretion of the Project Team to the extent allowed by Liechtenstein law by up-dating information in the Whitepaper and at the Project homepage: https://www.nft-maker.io/
Purchase price will be accepted in BTC, ETH, USDC, ADA or EUR.
All purchases of NMKR Tokens are final. Respective purchases are non-refundable. By accepting the Terms, the potential Token Recipient acknowledges that the Token Issuer and utxo AG are not required to provide a refund for any reason besides the ones stated by Liechtenstein law.
Tokens are provided on an “as is” basis: Tokens will be provided on an “as is” basis. The Token Issuer and each of their respective directors, officers, employees, equity holders and affiliates make no representations or warranties of any kind. Digital assets are part of a new and rapidly evolving industry, and the value of NMKR depends on the development and acceptance of this industry. Extreme volatility in the future could have a material adverse effect on the value of NMKR and NMKR could lose all or substantially all of its value.
In order to participate in the Token Sale the Token Recipient must comply with the following requirements:
Generally, every person complying with the list mentioned above is eligible to participate in the Token Sale and purchase NMKR Tokens.
However, if any person features criteria mentioned below, he will be excluded from participation:
The participation process looks as follows:
The participation process may be amended pursuant to Section XVI. of these Terms upon obtained experience from previously conducted auctions due to for instance network congestion or other technical challenges.
The Token Issuer will not sell any Tokens where potential buyers are citizens or residents of restricted jurisdictions as determined by the Token Issuer. In particular, restricted jurisdictions are the United States of America, further any US persons are prohibited from participating. The following Jurisdictions are defined as prohibited countries according to Issuers AML framework in general: Afghanistan, Angola, Bahamas, Barbados, Bangladesh, Bosnia and Herzegovina, Botswana, Burkina Faso, BVI, Cambodia, Cayman Islands, China, Colombia, Cook Islands, Crimea Region, Cuba, Ecuador, Eritrea, Ethiopia, Ghana, Guyana, Iran, Iraq, Jamaica, Kenya, Kosovo, Laos, Lebanon, Libya, Mauritius, Montserrat, Morocco, Myanmar (Burma), Nauru, Nicaragua, North Korea, Pakistan, Palestinian Territory and Gaza Strip, Panama, Papua New Guinea, Samoa, Sao Tome and Principe, Senegal, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Tonga, Trinidad and Tobago, Tunisia, Uganda, Vanuatu, Venezuela, Yemen, Zimbabwe.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR CHINA OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED – THIS TOKEN OFFERING IS AVAILABLE ONLY TO ADDRESSEES OUTSIDE OF THE UNITED STATES, CHINA OR OTHER RESTRICTED JURISDICTIONS.
The Token Issuer has the right to amend the lists of restricted countries at any time and at its sole discretion. Depending on the Token Recipient’s country of residence, the legal assessment of the NMKR Token may be changed fundamentally upon respective amendments of domestic legislation. It is up to the Token Recipient to keep track of such changes. The Token Issuer is not liable for any mutations in the legal assessment of the Token arising from any developments in domestic legislations within the countries of the above-mentioned list.
Countries which are stated in the above-mentioned lists are restricted countries. The Token Issuer is not liable for any changes in the legal assessment pursuant to a certain national legislation of a restricted country that turned applicable due to the Token Recipient’s relocation. In such cases, the Token Recipient must keep track of the above-mentioned list of non-restricted countries.
The Token Recipient shall not participate in the Token Offering if there are applicable legal restrictions in his country of residence or domicile. It is his sole responsibility to ensure that the participation in the Token Offering is not prohibited under the applicable legal restrictions in his country of residence or domicile.
The purchase of Tokens during the Token Auction is final. Purchases cannot be cancelled and purchases cannot be refunded, except as provided in these Terms or as may be required by applicable law.
The Token Issuer has the right to reject the Token Recipient’s offer to purchase NMKR Tokens, in whole or in part, without giving a reason for the rejection. Under those circumstances, the cryptocurrency, fiat or other payment submitted will be returned in the manner they were received.
The Token Recipient acknowledges and agrees that, to the fullest extent permitted by Liechtenstein law, the disclaimers of liability contained herein apply to all damages or injury whatsoever caused by or related to:
LCX AG cannot be held liable for any misinformation provided by the Token Recipient. In particular, the Token Issuer may not be held liable for any loss of NMKR Tokens due to:
The Token Issuer’s aggregate liability in tort, contract or otherwise, arising out of or in connection with the use, receipt or holding of NMKR Tokens is limited to the amount paid by the Token Holder for the receipt of the Token.
By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless LCX, 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 (individually and collectively, the “LCX Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, 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 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”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify LCX of any Claims and cooperate with the LCX Parties in defending such Claims. You further agree that the LCX Parties shall have control of the defence or settlement of any Claims.
Tokens are non-refundable: The Issuer is not obliged to provide Token Recipients with a refund for any reason and Token holders cannot request an exchange/redemption of the monetary value vis-à-vis LCX AG or vis-à-vis utxo AG to the extent possible under Liechtenstein law.
Furthermore, in any of the cases set forth in Section X. of these Terms, Token purchase price refunds are foreclosed. All cases under this part of the Terms constitute circumstances that are due to the fault of the Token Recipient. The Token Recipient must ensure that it has the necessary assets and provides the Token Issuer with the correct information.
These Terms constitute the entire agreement between the Token Recipient and the Token Issuer relating to the purchase and sale of Tokens. This agreement replaces all formerly closed agreements (disregarding of orally or written) relating to the Token Offering.
The failure of the Token Issuer to enforce or to exercise any rights or claims under these Terms shall not be construed as a waiver of such rights. The Token Issuer’s express waiver of any rights or claims under these Terms shall not be deemed to be a waiver of any future obligation to comply with such provisions unless such waiver was expressly stated by the Token Issuer. Additionally, any such waiver, representations, statements, consents or other acts (may they be orally or in written) shall have the effect of a modification of these Terms.
The Token Recipient represents and warrants to the Token Issuer that:
These Terms are exclusively in force between the Token Issuer and the Token Recipient. Any assignment or transfer of rights, claims or obligations pursuant to these Terms in violation of this section shall be deemed to be void. The Token Issuer may transfer and/or assign rights, claims, obligations or others to an affiliated entity at any time at its sole discretion without the prior consent of the Token Holder. If any transfers take place in violation of this section, they shall neither have any effect or impose any obligation vis-à-vis the Parties to these Terms.
The Token Issuer reserves its right to amend these Terms anytime and in its sole discretion to the extent necessary to comply with applicable domestic or European Union law or regulations. Such amendments will be disclosed to all Token Holders through publication on the Token Issuer’s homepage.
By the time of publication, each Token Recipients will have the possibility to deny the
application of the amendments to these Terms within the course of 10 days. If no
objection was brought to the Token Issuer, such amendments will be deemed to be
accepted by the Token Holders. The amendment’s effect will turn into force on the 11th day following its publication. Other than that, changes to these Terms may
merely be conducted by particular written consent of both parties.
LCX AG’s intellectual property includes inventions, ideas, concepts, software-codes by any means (written as well as electronic) as well as the software involved in general, information and data whether or not patentable, copyrightable or protectable in trademark and any trademarks, copyright or patents based thereon. You may not use any of the above-mentioned Token Issuer’s intellectual property for any reason without its prior written consent.
In case a Liechtenstein court finds these Terms respectively a portion thereof invalid, unenforceable or illegal, the Terms remain in force merely to the extent of such determination of invalidity, unenforceability or illegality without affecting the validity, enforceability and legality of the other part. The remaining part of these Terms shall continue to be in full force and effect. In case of a request of the Token Issuer, such invalid, unenforceable and/or illegal provisions shall be construed by the court in a way that most closely reflects the effect and intent of its original wording.
These Terms shall be governed by, and construed in accordance with the laws of Liechtenstein. The Parties exclude the application of any international treaty or convention.
LCX AG is a company founded in 2018 and registered in Liechtenstein No. FL-0002.580.678-2. LCX AG is regulated by the Financial Market Authority of Liechtenstein under the registration No. 288159 as a trusted technology service provider.
