This GGS Presale Agreement (the "Agreement") contains the terms and conditions that govern your purchase of Gilgam.es Tokens ("GGS") during the GGS Presale (the "Presale") and is an agreement between Gilgam.es Ltd. ("Gilgam.es", "we", "us", or "our") and you as Buyer or the entity you represent ("Buyer", "you", "your"). This Agreement comes into effect when you (1) click an "I Accept" button or check a box presented with these terms or, if earlier, (2) when we receive payment in full pursuant to Section 2 (the "Effective Date"). You represent to us that you have legal capacity to enter into contracts, i.e. you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. If you are entering into the Agreement on behalf of any other party, such as clients of a company, you represent to us that you have the legal authority to bind all parties involved and all parties have been provided copies of, and agreed to, the terms of the Agreement and the Gilgam.es Risk Disclosure document.
"Gilgam.es Confidential Information" means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Gilgam.es Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Gilgam.es Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown conclusively by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown conclusively by documentation to have been independently developed by you without reference to the Gilgam.es Confidential Information.
"Gilgam.es Content" means Content we or any of our affiliates make available in connection with this Agreement or on the Gilgam.es Site to allow access to or purchase of GGS. Gilgam.es Content does not include GGS.
"Gilgam.es risk disclosure" means the Gilgam.es Risk Disclosure Document – risks associated with GGS and the Gilgam.es network document that discloses important risks associated with the GGS and the Gilgam.es network.
"Gilgam.es Site" means https://ico.gilgam.es and any successor or related site used by us.
"Content" means software (including machine images), data, text, audio, video, images or other content.
"End User" means any individual or entity that directly or indirectly through another user, purchases GGS on behalf of another person or entity.
"Initial Pool" means the total available GGS supply created for distribution during the Presale.
"Policies" means the Site Terms, all restrictions described in the Gilgam.es Content and on the Gilgam.es Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on the Gilgam.es Site. In the event of a conflict between any Policy and this Agreement, the terms of this Agreement prevail.
"GGS" means the digital tokens used on the Gilgam.es network.
"Resulting Distribution" means the amount of GGS we distribute to you according to your purchase made during the Presale.
"Presale Period" means from 20 June to 21 July 2017, as measured by the Ethereum Block period selected, at the exclusive discretion of Gilgam.es, that most closely corresponds with 0:00 Coordinated Universal Time ("UTC") on those dates, or any other period specified by us. Transactions occurring after the closest Ethereum Block period associated with 0:00 UTC, as determined at the exclusive discretion of Gilgam.es, will be rejected. We reserve the right to modify the duration of the Presale Period at our sole discretion and for any purpose.
"Site Terms" means the terms of service located at the Gilgam.es Site as they may be updated by us from time to time.
"Suggestions" means all suggested modifications, improvements, additions or subtractions to our business that you provide to us.
"Term" means the term of this Agreement described in Section 6.1.
"Third Party Content" means Content made available to us or to you by any third party, including without limitation any price, speed, volume, frequency, or statistical information.
We will provide web-based support only, including e-mail, web forums, and knowledge base support. We will not provide telephone or live support or support via mail. Our support email is firstname.lastname@example.org.
Third Party Content may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Since we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. We do not accept liability for any fees incurred or damages caused by your use of any Third Party Content. We do not guarantee the availability of any Third Party Content for any purpose. We do not guarantee the accuracy or precision of any information provided to us by any third party, including, without limitation, network information, pricing information or other statistical data. We may change, discontinue, or deprecate any of the Third Party Content.
You hereby agree to purchase and we agree to sell, on the terms set forth herein, your resulting distribution. Your purchase is final and irrevocable. We will not provide any refund of the purchase price under any circumstances. The exact purchase time of all purchases of GGS during the Presale will be calculated and recorded as of the time they are received and processed by Gilgam.es, and any Gilgam.es smart contracts according to the Ethereum Block time. The purchase price of GGS will vary based on the time of the purchase; the Ethereum Block time associated with your purchase will control your purchase price and resulting distribution.
After completion of the Presale, the account with which you used to properly purchase GGS will be credited with the appropriate quantity of GGS from the resulting distribution.
All deliveries from the resulting distribution will be made electronically. Deliveries will be made directly to the Ethereum account, address or wallet associated with your purchase of GGS.
If you purchase Ether or acquire Ether using a third party payment processor (e.g., ShapeShift, YUNBI, Gatecoin), that payment processor is your agent, not ours, for the purpose of the payment and purchase. You, not we, are responsible for ensuring that we actually receive the appropriate amount of Ether. We are not responsible for any loss of funds due in any part to the use of a third party payment processor.
For a period of 2 (two) months following the conclusion of the presale, you will not be permitted to transfer any of your GGS. This transfer restriction will be enforced by a smart contract and cannot be shortened.
You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your GGS tokens, and (iii) your username, password and any other login or identifying credentials. In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity, your photograph and a copy of your passport or other document eligible for identification.
You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any state or local law, regulation or policy. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.
We may use aggregate statistical information about your activity, including without limitation your activity on the Gilgam.es Site and logins to various websites, for marketing or any other purpose in our sole discretion. Gilgam.es may use your IP address in connection with verifying your purchase of GGS. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein or in any Policy or amended Policy.
You are responsible for properly configuring any software in connection with your access to or use of GGS. Gilgam.es log-in credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your credentials to your agents and subcontractors or employees performing work on your behalf.
You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement. You are responsible for End Users’ purchase and use of GGS. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement.
You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with this Agreement.
This Agreement will terminate automatically upon the delivery of substantially all of your resulting distribution. We may terminate this Agreement in our sole discretion if you breach any term or Policy.
Upon any termination of this Agreement: (a) all your rights under this Agreement immediately terminate; (b) you are not entitled to a refund of any amount paid; (c) you will immediately return or, if instructed by us, destroy all Gilgam.es Content in your possession; and (d) Sections 4.1, 5, 6.3, 7, 8, 9, 10, 11, 12 and 13 will continue to apply in accordance with their terms. We will not be liable for any special, incidental or consequential damages you sustain, including without limitation any special, incidental or consequential damages due to any loss of credentials, login information or private keys for any website or software or your inability to access any website or account.
If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential or proprietary. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the GGS in your resulting distribution) used by Gilgam.es or its affiliates.
We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior written consent.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning this Agreement or your use of GGS, whether or not the GGS was sold to you under this Agreement. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at reasonable hourly rates.
We will promptly notify you of any claim subject to Section 8.1, but our failure to promptly notify you will only affect your obligations under Section 8.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
You understand that GGS, Blockchain technology, the Ethereum protocol, Ether and decentralized skill based e-sport competition sites are new and untested technologies outside of Gilgam.es's control and adverse changes in market forces or technology, broadly construed,will excuse Gilgam.es's performance under this agreement.
The GGS is provided "as is." We and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the GGS or the third party content, including anywarranty that the Gilgam.es or third party content will be uninterrupted, error free or free of harmful components, or that any content, including your content or the third party content, will be secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.
Transactions using Blockchain technology, such as those involving the Presale, are at risk to multiple potential failures, including but not limited to, high network volume, computer failure, Blockchain failure of any kind, and user failure. Gilgam.es is not responsible for any loss of data, Ether, GGS, hardware or software resulting from any types of failures.
We and our affiliates or licensors will not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, goodwill, use, or data), even if we have been advised of the possibility of such damages. Further, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the GGS, including without limitation as a result of any termination or suspension of the Gilgam.es network or this agreement, including as a result of power outages, maintenance, defects, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this agreement or your use of or access to the GGS; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials,associated with any GGS, whether or not obtained under this agreement as part of the resulting distribution.
In any case, our and our affiliates’ and licensors’ aggregate liability under this agreement will be limited to the value (in united states dollars at the time of the Presale) you paid us in exchange for 1st under this agreement in the Presale.
You waive your right to demand the return of any virtual currency you paid us in the Presale under any circumstances, including, without limitation, a demand for specific performance.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the Gilgam.es Site or, only if you have provided us with your email address, by email. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email. It is your responsibility to check the Gilgam.es Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
You may use Gilgam.es Confidential Information only in connection with your purchase of GGS under this Agreement and pursuant to the terms of this Agreement. You will not disclose Gilgam.es Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Gilgam.es Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your purchase of GGS. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in Blockchain technology (broadly construed), changes in the Ethereum or Gilgam.es protocols or any other force outside of our control.
We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
This Agreement does not create any third party beneficiary rights in any individual or entity.
In connection with this Agreement, you will comply with all applicable import, re-import, export, and re-export control and regulations, including country or individual-specific economic sanctions programs. For clarity, you are solely responsible for compliance related to the manner in which you choose to use GGS.
(a) To You.We may provide any notice to you under this Agreement by: (i) posting a notice on the Gilgam.es Site; or (ii) sending an e-mail to the e-mail address associated with your account. Notices we provide by posting on the Gilgam.es Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your e-mail address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the e-mail, whether or not you actually receive or read the e-mail.
(b) To Us. To give us notice under this Agreement, you must contact Gilgam.es by email to e-mail cím. We may update this e-mail address for notices to us by posting a notice on the Gilgam.es Site. Notices to us will be effective one business day after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
Except as otherwise set forth herein, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to GGS or this Agreement (as well as any related or prior agreement that you may have had with us), Parties hereto agree to attempt to resolve any such controversy, dispute, demand, claim, or cause of action by negotiation, and in case of failure of such negotiation, exclusively through binding and confidential arbitration. Arbitration shall take place in Malta and be subject to the Arbitration Act of Malta (Chapter 387 of the Laws of Malta).
This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain the Parties and their affiliates’ entire obligation regarding the security, privacy and confidentiality of your personal information. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.