Terms of CVL token
sale and use

TERMS OF CVL TOKEN SALE AND USE
PLEASE READ THESE TERMS OF CVL TOKEN SALE AND USE CAREFULLY. YOU ACKNOWLEDGE THAT THESE TERMS CONTAIN 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, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.

The following Terms of CVL Token Sale and Use (“Terms”) govern your (“you” or the “Purchaser”) purchase of cryptographic tokens (“CVL”) from The Civil Media Company, Inc., d/b/a “Civil”, a Delaware corporation (the “Company”). You and the Company are each a “Party” and, together, the “Parties” to these Terms. This document describes the CVL token sale and your rights as a CVL token holder.

Prior to purchasing CVL, you should carefully consider these Terms. By purchasing CVL you will be bound by these Terms and any terms incorporated hereafter. If you have any questions regarding these Terms, please contact the Company at [email protected] If any of these Terms are unacceptable to you, do not purchase CVL.

Purchases of CVL should be undertaken only by individuals or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including Ethereum-based tokens and blockchain-based software systems. Purchasers should have a clear understanding of the storage and transmission mechanisms associated with cryptographic tokens. While the Company will be available to assist the Purchaser of CVL during the token sale, the Company will not be responsible in any way for loss of any cryptocurrency, including CVL, resulting from actions taken by, or omitted by Purchaser. If you do not have such experience or expertise, then you should not purchase CVL or participate in the CVL token sale. Your participation in the token sale is deemed to be your understanding and acknowledgment that you satisfy the requirements mentioned in this paragraph.

As further described herein, by purchasing CVL, and to the extent permitted by law, you agree to not hold the Company or its 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 designees liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of CVL, including losses associated with these Terms.

Purchaser agrees to buy, and Company agrees to sell, CVL in accordance with the following terms:

1. Description of the Civil Platform

Launched by The Civil Media Company, Civil is a decentralized media platform for journalists and citizens (the “Platform”). The Platform limits the need for third-party intermediaries such as advertisers or centralized publishers. The Platform aims to support independently run newsrooms focused on producing high-quality local, international, investigative and policy journalism. Civil aims to create a vast ecosystem of journalists, citizens and developers building products and services dedicated to powering sustainable journalism throughout the world.

2. Purpose and Use of CVL on the Platform

The CVL token is vital to use of the Platform. CVL tokens will play a central role in the governance of Newsrooms and the Platform as a whole. Every CVL token holder will have the ability to vote on key decisions, such as whether to approve a Newsmaker to publish on the Platform, whether to approve a developer to create applications to run on the Platform, fact-checking a particular article, licensing content on the Platform, and much more. All such decisions on the Platform will be made by users of the Platform who hold CVL tokens, not by the Company, in accordance with the decentralized nature of the Platform. In order to incentivize CVL token holders make such key decisions responsibly, the Civil Platform utilizes a methodology called the Token Curated Registry Model. All CVL token holders will have the right to participate and vote from day one.

Additional information about the pivotal role of CVL on the Platform and on the Token Curated Registry Model can be found in our whitepaper at [(the “Civil Whitepaper”).

Ownership of CVL carries no rights, express or implied, other than the right to use CVL as a means to participate in the Platform as provided in our Terms of Service.

3. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of CVL from the Company during the token sale. The use of CVL will be governed primarily by other applicable terms and policies, which currently include the Terms of Service (available at https://civil.co/terms/) and Privacy Policy (available at https://civil.co/privacy/) collectively, and as each may be amended and updated from time to time, the “Terms of Service”). The Company may add new terms or policies to the Terms of Service in its sole discretion, and may update the Terms of Service from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Terms of Service shall control with respect to any issues relating to the use of CVL.

4. Overview of Token Sale

A. Token Type.

CVL tokens are ERC20 tokens and will be sold under the symbol “CVL”. All CVL tokens will be of equal value and functionality.

B. Token Price.

All Purchasers of CVL will pay the same price according to a simple dynamic pricing process. The price per token will be determined at the conclusion of the token sale, based on the total demand for CVL. Purchases of CVL are non-refundable.

The token sale will conclude as soon as (1) $24,000,000 USD (the “Hard Cap” – i.e., maximum sale proceeds amount) is received, or (2) the duration of the sale expires. Additionally, if $8,000,000 worth of CVL tokens are not purchased during the token sale, the token sale will be cancelled and Purchasers will receive a full refund.

This dynamic pricing process will allow (1) all buyers to pay the same price, and (2) all buyers who participate within the allotted sale timeframe to receive CVL.

Specifically, for example, based on the current planned allocations: Civil plans to sell a total of 34,000,000 CVL (out of 100,000,000 total created). At the conclusion of the token sale, if Purchasers have submitted the equivalent of $32,000,000 USD, then the price per CVL that Purchasers will receive is total ETH received/34,000,000.

C. Token Allocation / Distribution.

The maximum supply of CVL issued during the token sale is 34,000,000 CVL (out of 100,000,000 total created).

D. Sale Duration.

Twenty-eight (28) days unless the Hard Cap is reached first.

E. Token Release:

Seven (7) days after sale ends.

F. Privacy:

The Company may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling CVL to you. For example, Purchasers will be required to answer a series of questions designed to assess their knowledge of cryptocurrencies and blockchain-based software systems. You agree to provide us such information promptly upon request, and you acknowledge that the Company may refuse to sell CVL to you until you provide such requested information and the Company has determined that it is permissible to sell you CVL under applicable law or regulation. You acknowledge that you have read and understand the Company’s Privacy Policy (available at https://civil.co/privacy/)

G. Unsold Tokens.

At the conclusion of the token sale, the unsold CVL will be allocated to the Company (the “Retained Tokens”). The Company anticipates using the Retained Tokens to fuel adoption and decentralization of the Civil network. 33,000,000 CVL will be kept by the founding company, its employees and advisors. 33,000,000 CVL will be distributed to strategic institutional partners, standout newsrooms and important projects, and third-party dapp developers. The Company reserves the right to use Retained Tokens for purposes at its sole discretion.

5. How to Participate in Token Sale

To purchase CVL, Purchaser will follow the instructions for registration and Know Your Customer requirements provided by Token Foundry (available at https://tokenfoundry.com/projects/civil)

6. Security

You are responsible for implementing all measures for securing the wallet, vault, or other storage mechanism you use to receive and hold CVL purchased from the Company, 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 CVL tokens. The Company is not responsible for any losses, costs, or expenses relating to lost access credentials.

7. All Purchases of CVL are Final; Refusal of Purchase Requests

All purchases of CVL are final and nonrefundable. By purchasing CVL, Purchaser acknowledges that neither the Company, its affiliates, directors, nor shareholders are required to provide a refund or allow a cancellation for any reason except as may be required by applicable law or regulation. The Company reserves the right to refuse or cancel CVL purchase requests at any time in its sole discretion.

8. All Purchases of CVL are Locked Until Launch

CVL tokens are non-transferrable until the launch of the Civil network on mainnet. Expected mainnet launch of the Civil network is October 7, 2018, however there is a chance that the Civil network launch could get delayed. Any CVL tokens you purchase in the token sale will remain in the wallet address you specify when purchasing CVL tokens (the wallet address you send ETH from, and where the CVL tokens you purchase will be sent to) during the non-transferrable period. Please keep this in mind when deciding what wallet to purchase CVL tokens from.

9. Proof of Use Restriction

Civil is committed to building a decentralized platform purpose-built to power independent, sustainable journalism throughout the world. To do this, it’s vital that CVL tokens be purchased, used and transferred first and foremost in service of this mission. The CVL token is not intended nor should it be used for speculative investment purposes. In addition to a robust sales screening process to distinguish consumptive users from speculative purchasers, Civil is implementing several secondary transfer restrictions.

Before each Purchaser in the token sale can transfer or resell any CVL tokens, they will be required to ‘prove use’ of a portion of the tokens they purchase. The portion of tokens each purchaser must use, and what they have to do in order to ‘prove use’, depends on the USD($) amount of tokens purchased in the sale as outlined below:

Ordinary Course Buyers (below $10,000): must use at least 25% of CVL tokens purchased in the token sale
Specifically Approved Large Buyers (above $10,000): must use at least 50% of CVL tokens purchased in the token sale

Proving use may be accomplished by doing one or multiple of the following:

Add Newsrooms: Propose a newsroom for inclusion in the Civil token curated registry (TCR)

Vote: Participate in a Civil TCR vote for changes to the Civil Constitution or registry.

Until Proof of Use is satisfied, each Purchaser can only use their CVL within the Civil network for their intended purpose. The Proof of Use requirements will be in place for at least 12 months from the conclusion of the CVL token sale, at which point the requirements are expected to lapse and all CVL tokens purchased in the sale will be freely transferable.

Purchasers who satisfy Proof of Use may only transfer or sell CVL tokens to other “Attested Consumers” for at least 12 months following the conclusion of the CVL token sale (the “Initial User-Only Transfer Period). To become an ‘Attested Consumer’, a user will need to answer questions on the Civil website proving they understand how CVL tokens are used and that they actually intend to use the CVL tokens for their intended purpose. More details on how to become an ‘Attested Consumer’ will be provided prior to mainnet launch of the Civil network.

The Initial User-Only Transfer Period requirements will be in place for at least 12 months from the conclusion of the CVL token sale, at which point the requirements are expected to lapse and CVL will be freely tradeable. The Civil Media Company reserves the right to extend, amend, or create any transfer restrictions within or beyond 12 months following the token sale if it determines that such restrictions are reasonably necessary to comply with any applicable laws or regulations or are otherwise in the best interest of the Civil network.

During the restricted transfer phase (Proof of Use & Initial User-Only Transfer Period), you will be able to transfer CVL tokens to one additional wallet that you own, for easier use. Civil recommends purchasing CVL tokens in the token sale from the wallet you typically store tokens in, and adding another wallet that you own that is more suitable for using the tokens at a later date. Details on how to add an additional wallet will be shared with purchasers after the completion of the sale.

9. Taxation of CVL and Taxation Related to the Token Sale

The purchase price that you pay for CVL is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of CVL, 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. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of CVL.
Purchaser bears the sole responsibility in determining if the purchase of CVL, or the potential appreciation or depreciation in the value of CVL over time has tax implications for the Purchaser in the Purchaser’s relevant jurisdiction.
By purchasing CVL, the Purchaser agrees not to hold any the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of CVL.

10. Force Majeure

The Company is not liable for failure to perform caused by unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.

11. Representations and Warranties

In consideration of the Company’s acceptance of Purchaser’s offer to purchase CVL tokens and recognizing its reliance thereon, Purchaser covenants, agrees, represents, and warrants to the Company that:

12. Indemnification

To the fullest extent permitted by applicable law, Purchaser hereby agrees to indemnify and hold harmless the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) Purchaser’s purchase or use of CVL, (ii) Purchaser’s responsibilities or obligations under these Terms, (iii) Purchaser’s violation of these Terms, or (iv) Purchaser’s violation of any rights of any other person or entity. The Company reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification under this section, including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between Purchaser and the Company.

Any Company Party or other identifiable person who is not a party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding anything to the contrary, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release or settlement under these Terms at any time. The Company may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given. The Company will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.

13. Disclaimer of Warranties

THE CVL TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE CVL TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET PURCHASER’S REQUIREMENTS, OR THAT DEFECTS IN THE CVL TOKENS WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE CVL TOKENS, THE USE OF THE CVL TOKENS, OR THE DELIVERY MECHANISM FOR CVL TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT THE USE OF THE CVL TOKENS WILL BE UNINTERRUPTED.

The disclaimers contained in these Terms will apply to the fullest extent permitted by applicable law. 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 Purchaser.

14. Limitation of Liability

The Purchaser acknowledges and agrees that, to the fullest extent of the law the disclaimer of liability contained herein apply to any and all damages or injury whatsoever caused by or related to (i) use of, or inability to use CVL or (ii) the Company under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort, including negligence, and that the Company shall not be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase CVL, or arising out of any interaction with the CVL associated smart contract implemented in relation to CVL. Purchaser acknowledges that the Company is not liable for the conduct of third parties, including other purchasers of CVL, and that the risk of purchasing and using CVL rests entirely with the Purchaser. To the extent permissible under law, under no circumstances will the Company be liable to any Purchaser for more than the amount the Purchaser has paid to the Company for the purchase of CVL. The liability limitations and exclusions in this section will apply to the fullest extent permitted by law. 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 Purchaser.

15. Release

To the fullest extent permitted by applicable law, Purchaser releases the Company and the other Company Parties from responsibility, liability, claims, demands and 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 users and the acts or omissions of third parties. You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

16. Arbitration

Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the JAMS Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be New York City, New York, USA. The language of the arbitration shall be English.

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.

17. Miscellaneous

A. Complete Agreement

These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of CVL. For facts relating to the sale and purchase, the Purchaser agrees to rely only on these Terms in determining purchase decisions and understands that the Terms govern the sale of CVL and supersede any public statements about the CVL token sale made by third parties or by the Company or individuals associated with the Company, past and present and current, during the token sale.

B. Severability

Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.

C. No Waiver

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these Terms nor be legally binding.

D. Amendments; Updates to the Terms

Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time, including, without limitation, as is reasonably required to comply with applicable law or regulation, by posting the amended terms on its website. Any Purchaser will be deemed to have accepted such changes by purchasing CVL and such amended terms will be effective immediately. These Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.

E. Assignment

The Company may assign its rights and obligations under these Terms.

F. Electronic Delivery of Reports and Other Communications

Purchaser agrees and consents to receive electronically all communications, agreements, documents, notices and disclosures that the Company may provide in connection with Purchaser’s purchase and use of CVL tokens. The Company will provide such communications to Purchaser by posting them on its website and/or by emailing them to Purchaser at the primary email address associated with Purchaser’s account registered with the Company. Purchaser acknowledges and agrees that it shall not be entitled to receive any information from the Company in paper format. If Purchaser does not have reliable access to the internet or e-mail, Purchaser should not acquire CVL. Purchaser accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. The Company makes no warranties in relation to these matters. The Company reserves the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If Purchaser has any doubts about the authenticity of an electronic communication purportedly sent by the Company, Purchaser is required to contact the purported sender immediately.

G. Cooperation with Legal Authorities

Purchaser acknowledges and agrees that the Company intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or request are fully supported and documented by the law in the relevant jurisdictions.

H. Language

Currently, only English versions of any Company’s communications are considered official. The English version shall prevail in case of differences in translation.

I. Governing Law

These Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with New York State law.

J. Relationship of the Parties

Neither these Terms, nor purchasing CVL, create any form of partnership, joint venture or any other similar relationship between the Purchaser and the Company. Except as otherwise provided in herein, these Terms are intended solely for the benefit of the Purchaser and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity.

K. Survival

Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms.

L. Remedies

These Terms do not limit any rights that the Company may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Company, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Company.

M. Headings

All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.