The Terms and Conditions (the “T&C”) apply to the buyer of the DORADO Token ( “DOR” or “DOR Token”) and future user of the DORADO platform. PLEASE READ THESE TERMS CAREFULLY BEFORE PARTICIPATING TO THE TOKEN SALE. THE T&C AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT ACQUIRE TOKENS.
By acquiring the DORADO DOR during the token sale period (the “Token Sale”) you will be bound by these T&C, and all terms incorporated by reference. Your acquisition of DOR Tokens is subject to these T&C.
- The following T&C constitute the agreement (the “Agreement”) between Food Forward Group GmbH (“FoodForward” or the “Company”), a Swiss Limited Liability Company by Shares with registration number CHE-315.646.394, and you (also referred to as the “User”) with respect to the acquisition of the DOR and/or the future use of the services offered through the DORADO platform. By using our services, you are agreeing to be bound by the T&C in its latest version. You are aware that DORADO may change this T&C at any time at it’s sole discretion. Your continued use of the DORADO platform or your continued hold of the DOR Tokens, means that you accept any new or modified terms.
- DORADO is an on-demand delivery platform managed by FoodForward where any User can order food/other services from their preferred restaurants/partners. Any User who wants to access to the platform can step into it through mobile apps, website, messengers’ chatbots, place the order and track the delivery.
- The access to the DORADO platform requires the use of the DOR Token as mean of payment of the transaction fee.
The DORADO Token
- In order to fund the development of the DORADO ecosystem, tokens will be sold to the public in exchange of cryptocurrencies payment. The DOR token is a coin, which will allow the User to access to DORADO platform, to order food or getting discount for ordering food. Through the Token Sale, the User acquires the contractual rights to use the DORADO platform.
- Since the DOR Token are to be considered voucher for the future use of the platform, after the use of the DOR Tokens, up to 50% of these will be destroyed, the other will be replaced on an exchanger and made available for future User who wants to use DORADO platform, this in order to help FoodForward covering its running costs, which include its taxation on the whole amount of the voucher cashed in.
- Moreover, through a loyalty program, based on a smart contract, for each transaction on the DORADO platform, the User will receive new token for the equivalent of 2.33% of the total value of the transaction made minus VAT (7% from net revenues) on the DORADO platform, which is a sort of a discount. The new DOR Token received will be an equivalent to loyalty points, which could be redeemed/spendable only on the platform.
- DOR Token does not have the legal qualification as a security, since it does not give any rights on dividends or interest. DOR Token is final and non-refundable. DOR Token is not a share and does not give any right to participate in the general meetings of the Company. DOR cannot have a performance or a particular value outside the DORADO platform. The acquisition and use of DOR Token shall therefore not be done for speculative usage.
- DOR Token can be acquired during the Token Sale directly from the Company or after the Token Sale at the Company or an exchanger. By placing the order to acquire DOR Token and if applicable additional due diligence information you are making an offer to the Company to acquire DOR Tokens pursuant to the T&C. FoodForward will have the sole discretion to accept such offer and transfer DOR Tokens to you or reject such offer if it does not correspond the T&C or the customer due diligence requirements.
- Any future User acquiring DOR Token expressly acknowledges and represents that she/he has carefully reviewed the T&C and fully understands the risks, costs and benefits associated with the acquisition of DOR Token as indicated in the T&C.
- The User undertaking to acquire DOR in relation to the Token Sale should ensure that she/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and that she/he fully understands the risks associated with the Token Sale as well as the mechanism related to the use and custody of cryptocurrencies.
- FoodForward shall not be responsible for any loss of DOR Token or situations making it impossible to access to DOR Token, which may result in any actions or omissions of the future User or any person undertaking to acquire DOR.
Voluntary Know-your customer (KYC)
- There will be a KYC procedure that Users acquiring DOR for an amount equal or over 4 (four) ETH will have to perform within the DORADO platform in order to contribute to the Token Sale. KYC procedure will be done on a voluntary basis.
- The User understands that her/his request to acquire DOR Token will be accepted and she/he will receive DOR only after having successfully passed through FoodForward or a third party KYC process. This means that DOR will not be distributed until the User has passed through this screening successfully. If the User fails to pass the KYC screening, the offer to acquire DOR will be rejected and she/he will not receive her/his DOR. A valid User account on DORADO platform is required to receive DOR Tokens.
- If User’s contributing amount together with any previous contributions for DOR Token(s) is less than the equivalent of 4,000 CHF in ETH as announced on [cryptocompare.com] or other platform acceptable to the Company on the date the offer to acquire DOR is made, the offer to acquire DOR will be accepted and DOR will be transferred immediately without prior successful completion of KYC procedure. Nevertheless after the transfer of DOR to the User wallet, the latter will be subject to a voluntary KYC. The User will be asked to provide some personal data. Participation in this process is voluntary and not mandatory.
- Users accept that FoodForward can refuse accepting the offer to acquire DOR which is not compliant with the internal due diligence.
- Acquiring and storing DOR Token involves various risks, in particular that FoodForward may not be able to launch its operations and develop its platform. Therefore, and prior to acquiring DOR Token, any User should carefully consider the risks, costs, and benefits of acquiring DOR within the Token Sale, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity (incl. the risks related to the non-development of DORADO platform and operations) or any other risks as indicated in the T&C, should not acquire DOR Token, at this stage or later.
- The T&C, the white paper or any related information available on DORADA platform shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way nor should they be considered as an offering of securities in any jurisdiction. The T&C, the white paper or any related information available on DORADO platform do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to FoodForward or any related or associated company. DOR Token will be used as a private mean of payment once the services will be accessible and is not intended to be used as an investment.
- Any information in the T&C, the white paper or any related information available on DORADO platform is given for general information purpose only and is relevant to the day it has been written and FoodForward does not provide with any warranty as to the accuracy and completeness of this information now or in the future.
- FoodForward will be an operative entity managing the DORADO platform. FoodForward is not a financial intermediary according to Swiss Law and is not required to obtain any authorization for Anti Money Laundering purpose.
- Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may affect FoodForward’s business and even limit or prevent it from developing its operations in the future. Any person undertaking to acquire DOR Token must be aware that the FoodForward business model and the T&C may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, any person undertaking to acquire DOR Token acknowledge and understand that neither FoodForward nor any of its affiliates shall be held liable for any direct or indirect loss or damages caused by such changes.
- FoodForward will do its best to launch its operations and develop the DORADO platform. Any person undertaking to acquire DOR acknowledges and understands that FoodForward does not provide any guarantee that it will manage to achieve it.
- Acquiring DOR Token shall not grant any right or influence over FoodForward’s organization and governance to the Users. These tokens will be issued by a technical process referred to as a «Blockchain». This is an open source IT protocol over which the Company has no rights or liability in terms of its development and operation. The token distribution mechanism will be controlled by a Smart Contract; this involves a computer program that can be executed on the Ethereum network or on another blockchain network that is compatible with the Smart Contract programming language. User acknowledge and understand therefore that FoodForward (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the DOR Token.
- DOR Token is based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the DOR Token network to malfunction or operate in a way that is not expected.
- Employees of FoodForward are allowed to operate with DOR Token at market price if they are not in knowledge of information that may modify the price of the DOR Token.
Representation and Warranties
- By participating in the Token Sale and placing the offer to acquire DOR, the User agrees to the T&C and in particular, she/he represents and warrants to the Company (and the Company when accepting the offer relies on such representations and warranties) that she/he:
a. is authorized and has full power to acquire DOR Token according to the laws that apply in her/his jurisdiction of domicile;
b. is not a S., China citizen, resident or entity (“Restricted Person”) nor is acquiring DOR Token or signing on behalf of a Restricted Person;
c. is familiar with all related regulations in the specific jurisdiction in which she/he is based and that acquiring cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
d. is not acting for the purpose of speculative investment;
e. lives in a jurisdiction which allows FoodForward to sell the DOR Token through a crowdsale without requiring any local authorization;
f .does not acquire DOR Token in a jurisdiction which is qualifying token issued through a crowd sale as securities;
g. will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
h. is solely responsible for determining whether the acquisition of DOR Token is appropriate for her/him;
i. is acquiring DOR Token exclusively for use of the DORADO platform;
j. understands the risks associated with the Token Sale (incl. the risks related to the non-development of DORADO platform and operations);
k. understands the use of cryptocurrencies and its associated risks; and
l. acknowledges and accepts that the DOR Token crowdsale is taking place within a Swiss legal environment that is still under development.
Intellectual Property Rights
- To the extent that copyright trademark or any other intellectual property rights exist in the DORADO platform, such as software, know-how, analysis or programs, those existing and future copyrights and other intellectual and industrial rights (hereinafter “IP Rights’) belong solely to FoodForward and its affiliated companies and you as an owner of DOR or user of DORADO platform do not and will not have any related rights in such IP Rights.
Limitation of Liability
- FoodForward, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors and anyone on its behalf, assumes no liability or responsibility for any loss raised from the Token Sale or acquisition of DOR Token, arising out of or related to the use of the DORADO platform or any technical, interruption or malfunction of the DORADO platform.
The limitation of liability set out above shall not be applicable in the event that FoodForward, or a FoodForward-employee, has caused the damage by intentional misconduct or by gross negligence. Severability
- If any of the provisions of the T&C or of the Agreement are deemed to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
Applicable Law and Jurisdiction
- The T&C, use of the platform and acquisition of DOR Token through Toke Sale or otherwise are subject to and governed by Swiss Law to the exclusion of Swiss International Private Law and any International Treaties. Any User and FoodForward agree to seek an amicable settlement prior to bringing any legal action. All disputes arising from or under these T&C shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only. The seat of the arbitration shall be Zug, Switzerland. The arbitral proceedings shall be conducted in English.