TERMS & CONDITIONS

MVN Creation and Mavin Platform Creation

Terms and Conditions | Explanatory Note
Version 1.1 | February 7, 2018

I. Principles
1
By transferring Ether (“ETH”) to the Smart Contract System and the Smart Contract System creating Mavin Tokens (hereinafter “MVN”), the User understands and accepts that the User makes a contribution into a Smart Contract System for the development of the Mavin Platform (for further information on the Mavin Platform, visit: https://mavin.network).

2
The User understands and accepts that while the individuals and entities, including Mavin Foundation, domiciled in Liechtenstein, (hereinafter “MAVIN”), assigned to this task will make reasonable efforts to develop and complete the Mavin Platform, it is possible that such development may fail and User’s MVN become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Chapter 7 regarding Risks). The User is also aware of the risk that even if all or parts of the Mavin Platform are successfully developed and released in full or in parts, due to a lack of public interest, the Mavin Platform could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest or other reasons. The User therefore understands and accepts that the transfer of ETH to the Smart Contract System and the creation of MVN by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of purchased MVN and attributed features of the Mavin Platform).

3
The User furthermore understands and accepts that the creation of the MVN, any implemented governing rights of the User as well as the assignment of the execution of the Mavin Platform are smart contract based – the terms and conditions applicable thereon are set forth in the Smart Contract System Code, based on software code, existing on the Ethereum blockchain. To the extent the terms contained herein or in any other document or communication contradict to the ones set forth in the Smart Contract System, the terms of the Smart Contract System prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations or covenants to MAVIN or publisher of these terms or developer of the Smart Contract System functions and/or any other person, entity and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Mavin Platform beyond those set forth in the Smart Contract System.

4
By transferring ETH to the Smart Contract System, the User expressly agrees to all of the terms and conditions set forth in Smart Contract System Code existing on the Ethereum blockchain and in this document (together the “Terms”), which is incorporated by reference herein. The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and these Terms and to fully understand the risks and costs of creating MVN and contributing into a Smart Contract System for the development of the Mavin Platform.
5
This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System.

6
By transferring ETH to the Smart Contract System and/or receiving MVN, no form of partnership, joint venture or any similar relationship between the Users and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Mavin Platform is created.

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The exchange in the Smart Contract System will not involve any fiat currencies and will strictly be done in cryptocurrencies (ETH).

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The User understands and accepts that he was identified by his email address and that he may be contacted for requesting KYC relevant documents at the end of or during the Contribution Period.
II. MVN Creation Function
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Qualification: Any contribution made to MAVIN during the Contribution Period as described below is qualified as a non-refundable donation, except a respective portion of a non-refundable administration support fee of USD 150,000 in total, calculated using the exchange rates as reported by https://coinmarketcap.com/ at the end of the Contribution Period.

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No Ownership, Revenue or Governance Rights​: In particular, the User understands and accepts that MVN do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to MAVIN, the Mavin Platform and/or any software, any public or private company, corporation, entity or property. Ownership of MVN carries no rights, express or implied, other than the right to participate in the Mavin Platform, if and to the extent the Mavin Platform has been successfully completed and launched and the User accepts that he has no right to claim as holder of MVN any intellectual property rights, equity or equivalent rights or any other form of participation in or relating to the Mavin Platform and/or MAVIN.

11
Token Pools: ​During the Contribution Period, an unknown amount of MVN is planned to be created by the Smart Contract System (“Total Launch Quantity”), all of equal value and functionality, however, divided by the Smart Contract System into 6 possible different pools.

Pool A / “Crowdsale” ​(60% of Total Launch Quantity), ​intended to be created by the Smart Contract System during the Contribution Period for Users having made Contributions and promptly delivered to the ERC20 wallet address from which the Ether were sent. The User also understands and accepts that the Smart Contract System does include a pre-allocation of Pool A MVN to third parties which were granted the right to participate in the contribution at an early stage. Accordingly, parts of the Pool A token will not be allocated to Users contributing during the Initial Contribution Period, but to Users who made contributions prior to the start of the Initial Contribution Period.

Pool B / “Platform Pool” (18% of Total Launch Quantity), ​intended to be created by the Smart Contract System during the Contribution Period and allocated to MAVIN. MAVIN may dispose over the MVN of Pool B at its own discretion in order to develop and maintain the Mavin Platform.

Pool C / “Founder Pool” ​(16% of Total Launch Quantity), ​intended to be created by the Smart Contract System during the Contribution Period for people who participated as managers, founders, and other active team members who are working to develop the ideas and supporting structures of the Mavin Platform (“Mavin Team Members”). MVN of Pool C are subject to a 1 (one) year descending vesting / lockup-period implemented in the Smart Contract System and therefore may not be transferred in accordance to the following schedule: First six months upon start of the Initial Contribution Period: No transfers possible; 7th-12th months upon start of the Initial Contribution Period: 50% of MVN shall immediately become transferable, while another 16.66% of the remaining MVN shall become transferable at the beginning of every month.

Pool D / “Partner Pool” (5% of Total Launch Quantity) intended to be created by the Smart Contract System during the Contribution Period for people who participated as advisors and partners who made early development contributions or provided support or resources that were needed to realize and/or promote the Mavin Platform (“Mavin Advisors”).

Pool E / “Bounty Pool” ​(1% of Total Launch Quantity or up to USD 100’000), ​intended to be created by the Smart Contract System during the Contribution Period for allocation to community grants and bounties.

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Creation Rate and Bonus System: The Creation Rate during Contribution Period for each MVN of Pool A will be an allocation of 100 MVN for every ETH contributed. There are no bonus tokens.

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Maximum Contribution Amount: The Maximum Contribution Amount will be 32’000 ETH.

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Contribution Period: The Contribution Period starts with the deployment of the Smart Contract System and lasts until the maximum amount of MVN of Pool A have been created or for a maximal duration up to and including September 15, 2018 (maximal duration of Contribution Period), whichever is earlier.

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Contribution Procedure: In order to purchase MVN during the Contribution Period and to receive the MVN the User must have an Ethereum wallet that supports the ERC20 token standard (e.g. not an address of a currency exchange, such as Coinbase, Poloniex or Shapeshift). The Mavin Team reserves the right to prescribe additional wallet requirements.

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No Refund: The User understands and accepts that all purchases of MVN are final and may not be reversed. Purchases of MVN are non-refundable. By purchasing MVN, the user acknowledges that he has no right to request a refund for any reason, and that the User will not receive money or other compensation for any MVN that is not used or remains unused.

17
Transferability of MVN during the Contribution Period: Any and all MVN are not transferable during the Contribution Period, as set forth in the Smart Contract System.

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Contribution Freeze / Abort​: During the Contribution Period, the Mavin team may at any time stop the contribution function for security reasons. As long as such contribution freeze is upheld or if the Contribution Period is aborted, no further Contribution will be possible.

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Utility Token: MVN are only for use in connection with the Mavin Platform under the terms of the Smart Contract System and only constitute a transferable representation of a part of a possible output of the functions of the Smart Contract System.

III. Representations and Warranties
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By creating MVN, the User represents and warrants that:
* the User is not a citizen or resident of the United States of America, China or Singapore; nor does the User buy on behalf of a resident of the United States of America, China or Singapore;

* the User has 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;

* the User has carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth under para 3 and fully understands and accepts the functions implemented therein;

* the User is legally permitted to create and obtain MVN in the User’s jurisdiction;

* the User is legally permitted to receive software and contributing to the Smart Contract System for the development of the Mavin Platform;

* the User is of a sufficient age to legally create and obtain MVN;

* the User will take sole responsibility for any restrictions and risks associated with the creation of MVN by the Smart Contract System as set forth below;

* the User is not submitting ETH to the Smart Contract System to obtain MVN for the purpose of speculative investment;

* the User is not obtaining or using MVN for any illegal purposes;

* the User is purchasing the functionality of the MVN issued by the Smart Contract System primarily to support the development, testing, deployment and operation of the Mavin Platform, being aware of the commercial risks associated with the Mavin Platform;

* the User waives the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of MVN;

* the User understands the creation of MVN does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

* the User understands that the transfer of ETH to the Smart Contract System, the creation of MVN and the development of the Mavin Platform carries significant financial, regulatory and reputational risks as further set forth in the Terms;

* the User understands and expressly accepts that there is no warranty whatsoever on MVN, the Smart Contract System and/or the success of the Mavin Platform, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and MVN are created and obtained at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose;

* the User understands that the User has, other than as implemented in the Smart Contract System, no right against any other party to request any refund of the ETH submitted to the Smart Contract System for the creation of the MVN under any circumstance; and that

* the User understands with regard to MVN no market liquidity may be guaranteed and that the value of MVN over time may experience extreme volatility or depreciate in full;

* the User understands that the User bears the sole responsibility to determine if the User’s contribution to the Smart Contract System for the development of the Mavin Platform, the transfer of ETH to the Smart Contract System, the creation or ownership of MVN, the potential appreciation or depreciation in the value of MVN over time, the distribution of license fees through the MVN, the sale and purchase of MVN and/or any other action or transaction related to the Mavin Platform have tax implications for him; by creating or holding MVN, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation or ownership of MVN or any other action or transaction related to the Mavin Platform.

21
As part of the creation process the User will use own account (address) on the Ethereum network, with a private key associated to this address and password. The password is used to encrypt the User’s private key. Following the creation of MVN by the Smart Contract System, the MVN will be transferred to the User’s address by the Smart Contract System. The User understands that the User must keep his password and private key safe and that the User may not share them with anybody. The User further understands that if his private key and/or password is lost or stolen, the User will not be able to generate a new password or recover his private key, and if the User also loses his private keys and password, the MVN associated with the User’s account (address) will be unrecoverable and will be permanently lost. Furthermore, the User understands that there is no recovery mechanism for lost keys and passwords, so no one will be able to help the User retrieve or reconstruct a lost password and private keys and provide the User with access to any lost MVN.

IV. Mavin Platform Execution
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The User understands and accepts that the development and execution of the Mavin Platform will be released by the Smart Contract System to the wallet of a third party contractor, MAVIN. MAVIN has the right to engage subcontractors to perform the entire or partial development and execution of the Mavin Platform. In order to allow MAVIN to develop and execute the Mavin Platform, the sole and exclusive usage rights to any and all IPR have been and are being assigned and transferred to MAVIN.

23
The User understands and accepts that for the purpose of the development and execution of the Mavin Platform, MAVIN receives the full amount of ETH transferred to the Smart Contract System during the Contribution Period. This amount covers expenses, charges and other costs that may arise by MAVIN and/or its subcontractors as part of the development and execution of the Mavin Platform. It remains at MAVINS’s sole discretion to decide how to allocate the funds in order to develop and execute the Mavin Platform.

24
The User understands and accepts that the User may not have any expectation of influence over governance on the Mavin Platform.

25
The User understands and accepts that the Mavin Platform will need to go through substantial development works as part of which they may become subject of significant conceptual, technical and commercial changes before release.

V. Audit of the Smart Contract System
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The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts with regard to the conformity of the Smart Contract System’s functionality to the content of these Terms. The technical experts have further confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.

27
However, the User understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted by the technical experts raises the level of security and accuracy, the User understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and the MVN are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of ETH and/or MVN.

VI. Risks
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The User understands and accepts the risks in connection with transferring ETH to the Smart Contract System and creating MVN as exemplary set forth above and hereinafter. In particular, but not concluding, the User understands the inherent risks listed hereinafter:
* Risk of software weaknesses: The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven, why there is no warranty that the process for creating MVN will be uninterrupted or error- free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH and/or MVN.

* Regulatory risk: The User understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or the Mavin Platform, including its termination and the loss of MVN for the User.

* Risk of abandonment / lack of success: The User understands and accepts that the creation of the MVN and the development of the Mavin Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The User therefore understands that there is no assurance that, even if the Mavin Platform is partially or fully developed and launched, the User will receive any revenues through the MVN held by him.

* Risk associated with other applications: The User understands and accepts that the Mavin Platform may give rise to other, alternative projects, promoted by unaffiliated third parties, under which MVN will have no intrinsic value.

* Risk of theft: The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of MVN or ETH, impacting the ability to develop the Mavin Platform.

* Risk of Ethereum mining attacks: The User understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of MVN transactions, and expected proper execution and sequencing of contract computations.

VII. Taxation
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The User bears the sole responsibility to determine if his contribution into the Smart Contract System for the development of the Mavin Platform, the creation or ownership of MVN, the potential appreciation or depreciation in the value of MVN over time, the sale and purchase of MVN and/or any other action or transaction related to the Mavin Platform have tax implications for him.

30
By creating or holding MVN, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation or ownership of MVN or any other action or transaction related to the Mavin Platform.

VIII. No Liability
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The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the User will not hold MAVIN, any developers, auditors, contractors or founders of the MVN, the Smart Contract System and/or the Mavin Platform liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, MVN and/or the Smart Contract System 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 MAVIN, developers, auditors, contractors or founders of the Smart Contract System and/or the MVN and/or the Mavin Platform, shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Smart Contract System and/or the Mavin Platform and/or MVN.

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The User further specifically acknowledges that MAVIN, developers, auditors, contractors or founders of the MVN, Smart Contract System and/or the Mavin Platform are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties, including other creators of MVN, and that the risk of creating, holding and using MVN rests entirely with the User.

33
By creating or holding MVN, and to the extent permitted by law, the User agrees not to hold MAVIN and/or any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation or ownership of MVN or any other action or transaction related to the Mavin Platform.

IV. Miscellaneous
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The User understands and accepts that the network of miners will be ultimately in control of the Smart Contract System. The User understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run the new version of the Smart Contract System. Under such a scenario, MVN will likely have no intrinsic value.

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The user understands and accepts that all contributions to the Smart Contract System, which are made before the contribution period, are stored on a unique and user-specific wallet, and will only be exchanged to MVN at the current exchange rate at https://coinmarketcap.com/ when the contribution period starts. The private keys of the wallets are administered in a trusteeship.

36
The Smart Contract System is located in Alderney. Consequently, the MVN creation and allocation and the assignment of the development and execution of the Mavin Platform to MAVIN are considered to be executed in Alderney.

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The User agrees 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 the Terms, which shall continue to be in full force and effect.

38
The Terms govern the creation, transfer and holding of MVN and supersede any public statements about the launch of MVN and/or the Smart Contract System made by anyone in the past, present and future.

39
The Terms may be modified at any time by posting a revised version on the website of MAVIN. These Terms will be applicable upon all transactions concerning MVN that are conducted after the publication of the revised Terms. It is the responsibility of the User to regularly check the MAVIN website for modifications of the agreement

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The applicable law is Liechtenstein law. Any dispute arising out of or in connection with the creation of the MVN and the development and execution of the Mavin Platform shall be finally settled by the ordinary courts of Vaduz, Principality of Liechtenstein.