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ICN Node Sale is LIVE

NFT Sale Terms

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  • The following Terms together with any documents incorporated by reference herein, govern your purchase of non-fungible and non-transferable tokens (“NFT(s)”) issued on the Base network by the Foundation in relation to the Impossible Cloud Network Protocol (“Protocol”) and sold by the Foundation at the following URL https://node.icn.global/ (“Sale Interface”).
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  • Other terms outside of these Terms may apply to you vis-à-vis any third parties involved in the sale process, if any, as referred to in the present Terms. Such other terms apply separately or in addition to these Terms. We are not responsible and/or liable for any aspect of and/or for any damages arising out of or related to any kind of products or services provided by such third parties.
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    1. Terms Acceptance
  • By ticking the acceptance box displayed on the Sale Interface, you confirm that you have read, understood, and agree to be bound by these Terms.
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  • We reserve the right to modify these Terms at any time at our sole discretion. In this case, we will provide notice by changing the “last updated” date above. If you do not agree with these Terms, please immediately leave the Sale Interface.
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    1. Eligibility
  • By accepting these Terms, you represent and warrant that
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    • you have all requisite power, authority, legal capacity and are of legal age in your country of residence to accept these Terms and to carry out and perform your obligations under these Terms;
    • you are not subject to personal sanctions issued by Switzerland, the United Nations, the United States of America, or the European Union;
    • you are not residing or otherwise established in or national of any country or region subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes, in particular being restricted by the Swiss State Secretariat for Economic Affairs (SECO) (“Restricted Jurisdiction”);
    • the laws of your country of residence and/or citizenship do not prohibit you from purchasing an NFT in accordance with these Terms.
  • The restrictions outlined in this section can be enforced using technical measures such as geo-blocking, as well as wallet and transaction screening. However, you acknowledge and accept that these methods may occasionally result in false positives. You agree that the Foundation shall not be liable for any claims or indemnities arising from a false positive that prevents you from purchasing NFTs.
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  • IF THE FOUNDATION BECOMES AWARE THAT YOU RESIDE OR ARE OTHERWISE ESTABLISHED IN A RESTRICTED JURISDICTION, INSTRUCT – IN VIOLATION OF SECTION 6 - TO TRANSFER THE NFTs TO AN ACCOUNT LOCATED IN A RESTRICTED JURISDICTION, OR INTEND TO TRANSFER THE NFTs TO SOMEONE RESIDING OR OTHERWISE ESTABLISHED IN A RESTRICTED JURISDICTION, THE FOUNDATION WILL REFUSE TO PROCEED WITH THE SALE OR UNWIND THE SALE. 
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    1. Sale Process and Sale Interface
  • The sale of NFTs is conducted through the Sale Interface. The Sale Interface is provided "as is" and "as available". The Foundation expressly reserves the right to consult, involve and engage appropriate and competent third parties (“Auxiliary Persons”) in the NFT sales process, particularly in the development, programming and hosting of the Sale Interface and in the processing of the NFT sales transactions.
  • The Foundation makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, fitness for a particular purpose, and non-infringement, accuracy, or completeness with respect to the Sale Interface, particularly the information contained on the Sale Interface (including third parties’ content) and the fact that the Sale Interface will be uninterrupted or error-free.
  • The Foundation shall not be held liable for any losses, damages, or disruptions resulting from the use or unavailability of the Sale Interface and hereby expressly disclaims any control over or responsibility for the operation, functionality, security, or availability of the Sale Interface and/or for any other technical component or content related to the NFT sales process provided by Auxiliary Persons.
  • To the maximum extent permitted by applicable law, the Foundation disclaims all representations and warranties, express, implied, or statutory, including the implied warranties of merchantability, in relation to the Sale Interface.
  • NONE OF THE INFORMATION PROVIDED ON THE SALE INTERFACE CONSTITUTES AN INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE, AND YOU SHOULD NOT TREAT ANY OF THE WEBSITE'S CONTENT AS SUCH.
    1. Purchase and Delivery
  • Upon receipt of the total purchase price as displayed through the Sale Interface (“Purchase Price”), and in accordance with the payment instructions provided therein, the Foundation shall deliver the corresponding number of NFTs to a public address to be provided by you (“Purchaser Wallet”). 
  • You shall bear all costs and fees (“Fees”) associated with the payment and transfer of the Purchase Price to the Foundation. The Fees include, but are not limited to, charges imposed by financial intermediaries and crypto exchanges, blockchain network gas fees, or any other charges and fees of parties involved in facilitating the payment and transfer of the Purchase Price. You shall have no right to offset or deduct the Fees from the Purchase Price.
  • For the avoidance of any doubt, the Purchase Price belongs upon its transfer to the Foundation, is not refundable and is not in any way held in trust for you, nor shall you have any further rights to the Purchase Price.
  • You understand and accept that using a public address as Purchaser Wallet that does not technically support the NFT may result in your inability to access the transferred NFT.
  • You confirm that the Purchaser Wallet belongs to you and is under your sole control. You understand that as part of the transfer process, you may be requested by the Foundation or an Auxiliary Person to evidence control over the Purchaser Wallet and that, lacking such proof, the transfer of NFT may not be conducted.
  • You understand and agree that the Foundation, at its sole discretion, will determine the timing of the delivery of the NFTs and that the Foundation reserves the right, at its sole discretion, to reschedule the timing of an announced delivery of NFTs.
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    1. NFT Functionality and Functionality Validity
  • The NFT is designed to be used exclusively as collateral to operate one of the two types of nodes (“Node”) underpinning the security and functioning of the Protocol (“Functionality”). You can use the NFT as collateral for a Node you operate yourself, or, through delegation, to enable a third party to operate a Node. 
  • The Functionality is limited to a period of four (4) years (“Functionality Validity”), starting from a general activation date to be set by the Foundation at its sole discretion (“Activation Date”), from which the Functionality of all NFTs will be enabled. The actual date of use of the Functionality does not alter the Functionality Validity. Upon expiration of the Functionality Validity, the Foundation makes no warranty or representation that the NFT will be usable in accordance with the Functionality.
  • You understand and agree that:
  • a) the Foundation remains free to change the Functionality of the NFT prior to the deployment of the NFT smart contract on the Protocol’s main net, at its sole and free   discretion.   Considering   the   dynamic   regulatory   environment   regarding blockchain-/DLT-based   tokens,   the   Foundation   reserves   the   right   to   further change   or   adapt   the   NFT  or   the   Protocol   due   to   economic,   regulatory   and/or operational considerations;
  • b) the Functionality may not be yet available at the date of the delivery of the NFT;
  • c) the   NFT   does   not   represent   or   constitute   any   ownership   rights,   intellectual property rights, shares or other equity rights, securities, financial instruments or equivalent rights or any rights to receive future revenues, or any other form of participation   or   governance   rights   in   or   relating   to   the   Protocol   and/or   the Foundation;
  • d) the NFT does not create or confer any contractual or other claims against the Foundation, and, in particular, do not give any (partial or full) claim for redemption of the Purchase Price or grant a license to you.

    1. NFT Transfer Restrictions
  • You understand and agree that the NFTs to be transferred to you will be non-transferable tokens and cannot be transferred to anyone, unless notified otherwise in writing by the Foundation. 
  • Once delivered to you, you will only be able to access and use the NFT by accessing the Purchaser Wallet, i.e. the public address to which they were delivered by the Foundation.
  • You may not trade, sell, donate, or pledge the NFT to anyone, and may not transfer and/or assign the control over the public address on which the NFT was received to anyone (“Restrictions”). 
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    1. Identity Check and AML Information
  • You acknowledge that the Foundation may be required to obtain, verify, and record information regarding you and the transactions contemplated under these Terms (including source of funds) in order to comply with any applicable anti-money laundering and/or anti-terrorist financing laws. sanctions in Switzerland or elsewhere, currently in force or adopted hereafter, and for any bankability reasons.
  • You undertake to promptly provide, or cause to be provided to the Foundation, or to an Auxiliary Person accurate, current and complete information about yourself, including supporting documentation and other evidence, as may be reasonably requested by the Foundation or by an Auxiliary Person, to complete the Foundation’s or the Auxiliary Person’s examination to ensure compliance with applicable laws (“Identity-Check”). The same applies in case one of the banks or financial service providers of the Foundation requires additional information regarding the transactions related to these Terms.
  • You understand that the outcome of the Identity-Check, e.g. your non-admission to the NFT sale, lies in the sole discretion of the Foundation and/or the respective Auxiliary Person. You further understand that the amount of information requested to provide as part of the Identity-Check may be subject to change over time and that you may at a later point in time be required to provide additional documents and/or information, based on which you may be rejected.
    1. Risks
  • You understand and accept the risks connected to the NFT and the Protocol. In particular, but not exhaustively, you understand the inherent risks included in the exemplative list provided in Exhibit 1.
  • BY ACCEPTING THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
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    1. Indemnification
  • You agree to indemnify, and hold the Foundation harmless, against all liabilities, damages, costs, expenses and claims (including third party claims) arising out of or in connection with your breach of these Terms.
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    1. Taxation
  • It is your sole responsibility to seek relevant tax advice to comply with any applicable tax obligations in whichever jurisdiction and to measure the tax impact of your purchase of NFTs in the context of the Sale.
  • If any taxes (in particular withholding tax, Value Added Tax (“VAT”), income taxes, etc.), fees, or other charges are levied in connection with the purchase of the NFTs, and the use of its Functionality in any jurisdiction, it is your solely responsible for bearing and paying such taxes, fees, or charges. You agree to comply with all applicable tax laws and regulations related to the purchase and use of the NFTs and the use of any features offered thereon and to indemnify and hold us harmless from any liability arising from its failure to pay such taxes, fees, or charges.
  • The Purchase Price is exclusive of VAT. It is within the full discretion of us to decide whether VAT is due and whether VAT is added to the corresponding Purchase Price. 
    1. Intellectual Property Rights
  • The Foundation retains all right, title and interest in all its 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. 
  • You shall not use any of the Foundation’s intellectual property for any reason without the Foundation’s prior written consent.
  • Neither these Terms nor the acquisition, holding, or use of the NFT shall be construed as granting, transferring, assigning, or conferring, by implication or otherwise, any license, title, or other right in or to any intellectual property, proprietary technology, any software, source code, object code, documentation, or related intellectual property owned by Foundation.
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    1. Warranty Disclaimers 
  • To the fullest extent permitted by applicable law and except as otherwise specified in writing by the Foundation,
  • i) the NFT are sold and the Protocol will be deployed on an "as is" and "as available" basis without warranties of any kind, and the Foundation expressly disclaims all implied warranties as to the NFT and the Protocol, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
  • ii) the Foundation does not warrant that the NFT and/or, the Protocol are reliable, current or error-free, meet your requirements, or that defects in the NFT and/or the Protocol will be corrected; and
  • iii) the Foundation cannot and does not warrant that the NFT, the software code of the NFT smart contracts, or the delivery mechanism for NFT, are free of viruses or other harmful components
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    1. Limitation of Liability
  • PLEASE READ THIS SECTION CAREFULLY. THESE PROVISIONS LIMIT THE SCOPE OF THE FOUNDATION’S LIABILITY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS.
  • Our liability is limited to direct damages arising out of acts of willful misconduct and gross negligence. Any liability for indirect damages or consequential damages, including loss of profit, and/or damages arising from negligent conduct, and/or arising from acts or omissions procured by Auxiliary Persons is expressly excluded to the maximum extent permitted by applicable law.
  • We disclaim all responsibility for the NFTs, their use, and any interactions with the Protocol. We shall not be liable for any damages arising from or related to these matters.
    1. Your Representations, Warranties, and Acknowledgments
  • 14.1 General
  • You   represent   and   warrant   to   the   Foundation   the   following,   and   acknowledge   that   the Foundation is relying on these representations and warranties:
  • a) These Terms constitute a legal, valid, and binding obligation on you, enforceable in accordance   with   its   terms,   except   that   such   enforceability   may   be   limited   by applicable   bankruptcy,   insolvency,   reorganization   and   similar   laws   of   general application   relating   to   or   affecting   creditors’  rights   generally   and   by   equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law);
  • b) You have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like BTC and ETH, and blockchain-based software systems;
  • c) You have such knowledge and experience in financial and business matters that you can evaluate the merits and risks of accepting these Terms and purchasing the NFTs;
  • d) You   can   incur   a   complete   loss   of   the   Purchase   Price   without   impairing   your financial condition and are able to bear the economic risk associated with owning and using NFTs for an indefinite period of time;
  • e) You are not obtaining or using NFT for any illegal purposes;
  • f) You are purchasing the NFT to make use of their Functionality. In particular, you are not purchasing the NFT for the purpose of speculative investment;
  • g) You   understand   that   no   public   market   may   exist   for   the   NFT,   and   that   the Foundation makes no assurances that a public market will ever exist for the NFT;
  • h) You understand and acknowledge that if fewer than 55,000 NFTs are sold, the Foundation reserves the right to retain the difference between 55,000 and the number of NFTs sold. The Foundation may utilize these retained NFTs, burn them, sell them at a later date, or in any case allocate up to 3,000 NFTs for promotional purposes;
  • i) You understand that these Terms and the transactions depicted in it do not involve the purchase of shares, securities exchangeable into shares or any equivalent in any existing or future public or private company, corporation, or other entity in any jurisdiction;
  • j) You acknowledge that the NFT to be transferred to you hereunder may, in certain jurisdictions,   be   considered   a   security,   and   that   the   NFT   to   be   transferred here under may not be resold except in compliance with applicable securities laws;
  • k) All information provided by you within the NFT sale process is true and accurate and you do not act on behalf of any third party;
  • l) You understand that you have no right against the Foundation or any other party to request any refund of the Purchase Price under any circumstance;
  • m) Any funds used for the transfer of the Purchase Price are: (a) good, clean, clear and   are   of   non-criminal   origin;   (b)   completely   free   and   clear   of   any   liens   or encumbrances of any kind of any rights of third-party interests; and (c) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally;
  • n) You understand that it remains your sole responsibility to safeguard the private key file   related   to   the   Purchaser   Wallet   and   that   in   case   you   lose   access   to   the Purchaser Wallet, the NFT would be unrecoverable and permanently lost;
  • o) YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTIONLAWSUIT OR CLASSWIDE ARBITRATION AGAINST THE FOUNDATION ORANY OTHER ENTITY OR INDIVIDUAL INVOLVED IN THE TRANSFER OF NFTAND/OR THE OPERATION OF THE PROTOCOL;
  • p) You understand and accept that you have not relied on any representations or warranties made by the Foundation or any other person outside of those made in these   Terms,   including   but   not   limited   to,   conversations   of   any   kind,   whether through oral or electronic communication, or any presentation, technical paper, white paper, social media content or website posting;
  • q) You understand that the value of NFT over time (if any) may experience extreme volatility or depreciate in full;
  • r) You understand that you bear the sole responsibility to determine if the transfer of the   Purchase   Price,   the   transfer,   use   or   ownership   of   NFT,   the   potential appreciation or depreciation in the value of NFT over time (if any), the receipt of revenues via the NFT (if any), the sale and purchase of NFT and/or any other action or transaction related to the Protocol have tax implications.
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    1. Data Privacy Policy
  • For information about how we handle your personal information, please see our privacy policy at https://www.icn.global/legal/privacy-policy . 
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    1.      Miscellaneous
  • 16.1     Independent Contractors
  • These Terms do not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the parties. Nothing contained herein (including in particular the purchase price and the transfer of NFT) shall be construed to create or imply a joint venture, principal and agent, employer or employee, simple partnership, or any other relationship except that of independent contractors between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.
  • 16.2    Assignments and Transfers
  • These Terms, including any rights and obligations contained herein, and in particular the right to being transferred NFT as described herein, cannot be assigned or transferred by you in whole or in part without the previous written consent of the Foundation, such consent to be given at the sole and exclusive discretion of the Foundation and only in compliance with applicable laws and regulations. Any assignment or transfer that does not conform with the terms of this provision shall be void.
  • The Foundation is entitled to assign or transfer these Terms and/or the development and deployment of the Protocol in whole or in part to any other entity. You hereby expressly acknowledge and agree to such assignment and assumption and, if the Terms are assigned by the Foundation, release the Foundation from any and all obligations or other duties arising out of these Terms.
  • 16.3    Severability
  • If any provision of these Terms should be invalid in any jurisdiction under applicable law, the legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. In such an event, the Parties commit themselves to compose a legally valid replacement rule which approaches the invalid provision as closely as possible within the economic intent of these Terms. These Terms will be interpreted as though the invalid clause had been omitted from the outset.
  • 16.4     No Waiver
  • If any party of these Terms waives the enforcement or exercise of its contractual right in a particular case, this may not be considered a general waiver of the respective right or any other contractual right or the exercise and enforcement thereof.
  • 16.5  Governing Law and Venue
  • These Terms and all claims relating to or arising out of these Terms, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles. 
  • Any dispute arising out of or relating to this Agreement or its subject matter or formation (including non-contractual disputes or claims) will be resolved by the ordinary courts of the city of Zug, Switzerland.
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  • Exhibit 1: Risk Disclosure 
    1. Value of the NFT
  • NFT may have no value. You may lose all amounts paid. You have carefully reviewed, and you acknowledge, understand and assume the risks list hereafter, as well as all other risks associated with the NFT (including those not discussed herein), all of which could render the NFT worthless or of little value.
    1. Risk of Software Weakness 
  • You understand and accept that the underlying software technology, the Protocol, other involved software and technology as well as technical concepts and theories are still unproven in a live (non-test-)environment, which is why there is no warranty that the process for receiving, using, and holding of the NFT will be uninterrupted or error-free and that there is an inherent risk that the underlying blockchain, the smart contracts thereon, as well as any related technologies or concepts could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the NFT or its functionality.
  • You particularly understand and accept that the NFT smart contracts, the Protocol or aspects thereof may (once deployed) be fully decentralized and immutable and that, as a consequence, it may be difficult or impossible to cure software weaknesses.
    1. Regulatory Risk 
  • You understand and accept that blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations or introduce new regulations addressing blockchain technology-based applications, in a way which may be contrary to the current setup, and which may, inter alia, result in substantial modifications of the Protocol, including the discontinuation of the Protocol and the loss of the NFTs or their functionality for you.
  • You understand and accept that even if NFT do not create or confer any contractual or other obligations against any party (including the Foundation, the project team members or other developers, auditors, contractors or founders associated with the Foundation and/or the Protocol), certain regulators may nevertheless qualify NFT as securities or other financial instruments under their applicable law. It remains in your responsibility to comply with any laws and regulations applicable to you when holding or transferring the NFT.
  • You understand and agree that:
  • a) the NFT are not, and there is no anticipation that the NFT will ever be registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended ( “Securities Act”), or with any U.S. state agency or law of similar import, and that this offering is being made with the intention of relying upon, and remaining in compliance with, the requirements of Regulation S as promulgated under the Securities Act;
  • b) neither the Foundation nor its affiliates, if any, are registered or licensed with any federal or state regulator as an investment adviser, commodity trading adviser, commodity pool operator, broker dealer, money services business (an “MSB”),money transmitter (an “MT”), New York Department of Financial Services-licensed virtual currency business, designated contract merchant, or any other form of U.S. regulated financial institution whatsoever;
  • c) the offering of NFT is being made only in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and these Terms are not, and   under   no   circumstances   are   to   be   construed   as,   a   prospectus,   an advertisement or a public offering of NFT in the United States;
  • d) no securities or other regulatory authority has expressed an opinion about the status of NFT and it is a criminal offense under the laws of some jurisdictions to claim otherwise;
  • e) the transactions contemplated in these Terms have not been reviewed by, passed on or submitted to any regulatory agency or self-regulatory organization. As result, you will not be afforded the full set of protections provided to the clients and customers of such entities under any applicable laws; and
  • f) if the NFT are deemed to be securities, in one or more jurisdictions, or these Terms or  the  issuance  of  the  NFT  constitutes  a  non-exempt  forward  contract,  or  the Foundation or its affiliates are required to register with a regulatory agency, the NFT   and   the   Foundation   could   be   subject   to   significant   additional   regulation, including restrictions on transferability and resale or operational activity. This could lead to significant changes with respect to NFT, how NFT are structured, how they are   purchased   and   sold,   and   other   issues,   and   would   greatly   increase   the Foundation’s costs in creating and facilitating transactions in NFT. Such regulation could lead to the NFT losing functionality and/or depreciating partially or fully in value, subject the Foundation and its affiliates, directors, and officers to potential penalties, including federal civil and criminal penalties, or make the NFT illegal or impossible to use, buy, or sell in the United States and other jurisdictions. Further, a regulator could take action against the Foundation or its affiliates if it views NFT as an unregistered offering of securities or the Foundation’s operations otherwise as a violation of existing law. Any of these outcomes would negatively affect the value and functionality of the NFT and/or could cause the Foundation to cease operations.
    1. Risk of Abandonment / Lack of Success
  • You understand and accept that the creation of the Protocol may be abandoned for several reasons including, but not limited to, lack of interest from the public, lack of funding, incapacitation of key developers and project members, force majeure (including pandemics) or lack of commercial success or prospects. You therefore understand that there are no assurances, even if the Protocol was partially or fully developed and launched, that you will receive any benefits through the NFT held by it.
    1. Risk of Withdrawing Partners
  • You understand and accept that the development and success of the Protocol depends strongly on the collaboration of front-end providers and other crucial partners. You therefore understand that there is no assurance that the Protocol will be successful.
    1. Risk Associated with other Applications.
  • You understand and accept that the Protocol may be expanded or replaced by other, alternative projects, promoted by unaffiliated third parties, under which the NFT will have no value.
    1. Risk of Private Key Loss or Theft
  • NFT transferred to a particular address can only be accessed with the private key related to that specific address. You understand and accept that if its private key file or wallet password were lost or stolen, the transferred NFT associated with your account, address or password would be unrecoverable and would be permanently lost. The Foundation has no control over the NFT; therefore, in the event of a loss or theft of the NFT, you shall have no recourse to the Foundation for any refund, recovery or replacement.
    1. Risk of Protocol Attacks and Forks
  • You understand and accept that, as with other blockchains, the blockchain used for the Protocol could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behavior in the consensus algorithm or be subject to forks. Any successful attack or fork presents a risk to the Protocol, the expected proper execution and sequencing of token-transactions and the expected proper execution and sequencing of contract computations as well as the token balances in the wallet of you.
  • You further understand and accept that, while commercially reasonable efforts are made to reduce potential attacks on the Protocol, its software and/or technology components you may still be exposed to attacks by hackers or other individuals that could result in theft or loss of the NFT.