Original Terms and Conditions from Sparkle Coin ICO.
Sparkle Coin Group intends to offer its services only in jurisdictions where they are permitted. Sparkle Coin Group operates in a rapidly changing environment. New risks continue to emerge in the virtual currency and blockchain spaces and legislation of this space is either inexistent or was not intended to capture it when it was drafted. It is not possible for Sparkle Coin Group’s management to predict or anticipate all changes in the business and regulatory environment nor can it assess the impact of all factors on its business.
While Sparkle Coin Group’s model is intended on risk mitigation, buying, holding and storing virtual currencies still involves a degree of risk including technology, cybersecurity and legal risk. You should consider carefully the risks and uncertainties described below before deciding whether to purchase Sparkle Coin. The risks and uncertainties described below are not an exhaustive list. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the market price of Sparkle Coin could decline. Some significant risks include:
• Action by governments in one or multiple jurisdictions that affects the use of virtual currencies, including subjecting virtual currencies to laws and regulations not currently proposed or in effect;
• Action by governments in one or multiple jurisdictions that affects the existence of VCoinMall and/or VCoinExchange including subjecting virtual currencies to laws and regulations not currently proposed or in effect;
• The volatility of virtual currency prices which could lead to a rapid change in the value of Sparkle Coin, including a sharp decline in value;
• The potential failure to attract and retain users of Sparkle Coin thus restricting volume, and potentially, price.
• Unexpected transfer restrictions resulting from new laws and regulations not currently proposed or in effect.
• The tax characterization of Sparkle Coins is uncertain. This may result in adverse tax consequences to anyone who purchases and holds Sparkle Coins, including withholding taxes, income taxes and tax reporting requirements. Anyone who purchases or holds Sparkle Coins must seek their own tax advice,
• No guarantee that Sparkle Coin will be tradeable on any exchange which is not part of the Sparkle Coin Group.
• Restricted, limited or no liquidity for Sparkle Coin which would affect the value of Sparkle Coin, including a sharp decline in value.
• The technology underpinning digital assets, exchanges and wallets is recent and still developing. Cybersecurity breaches could occur and result in a complete loss of digital assets including Sparkle Coins
• A private key, or a combination of private keys, is necessary to control and dispose of Sparkle Coins stored in your digital wallet. Accordingly, loss of requisite private key(s) associated with your digital wallet will result in loss of Sparkle Coins.
• Hackers or other malicious groups or organizations may attempt to interfere with the Sparkle Coin Group in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
• The malfunction, breakdown or abandonment of blockchain, Bitcoin or Ethereum protocols which underpin the Sparkle Coin will have an impact on Sparkle Coin which is not quantifiable but could include the complete loss of Sparkle Coins. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Sparkle Coin and the Sparkle Coin Group's business.
• As with other decentralized cryptographic tokens based on the Ethereum protocol, Sparkle Coins are susceptible to attacks by miners in the course of validating transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Sparkle Coin, including, but not limited to, accurate execution and recording of transactions involving Sparkle Coins.
Terms & Conditions
The following Terms and Conditions (Terms) govern the sale of a cryptographic token called Sparkle Coin (SPRK) which is intended to be used as an integral part of the Sparkle Coin Ecosphere (SPRK Platform) which is further described below in section .
IMPORTANT PLEASE READ CAREFULLY
DO NOT PURCHASE SPRK IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS
This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the generation and sale of SPRK. Persons may be interested in purchasing SPRK in the initial sale to support the development of the SPRK Platform, and to prepare for their eventual use on the SPRK Platform when it is launched. Individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of acquiring SPRK early in the initial sale versus waiting to until the entire SPRK Platform is fully established, registered and regulated where this is required.
Ownership of SPRK carries no rights express or implied. Purchases of SPRK are non-refundable. Purchasers should have no expectation of influence over governance of the Platform. By participating in the sale of SPRK, you expressly acknowledge and represent that you have carefully reviewed the Terms and fully understand the costs, and benefits of purchasing SPRK and agree to be bound by these Terms. You further represent and warrant that, to the extent permitted by law, you are authorized to purchase SPRK in your relevant jurisdiction, are of a legal age to be bound by these Terms, and will not hold Sparkle Coin Inc, its parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of SPRK or our parent or affiliates, now or in the future and any other member of the Sparkle Coin Group (collectively the “Sparkle Coin Team”) liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the sale of SPRK.
Purchases of SPRK should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like bitcoin (BTC), and blockchain based software systems. Purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While members of the Sparkle Coin Team will be available to assist purchasers of SPRK during the ICO and subsequent sales, the Sparkle Coin Team will not be responsible in any way for loss of BTC, ETH, or SPRK resulting from actions taken by, or omitted by purchasers. If you do not have such experience or expertise, then you should not purchase SPRK or participate in the sale of SPRK.
Prior to purchasing SPRK, purchasers should carefully consider the terms listed below and, to the extent necessary, consult an appropriate lawyer, accountant, tax professional or technology consultant. If any of the following terms are unacceptable to purchaser, they should not purchase SPRK. By purchasing SPRK, and to the extent permitted by law, purchasers are agreeing not to hold any member of the Sparkle Coin Team liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of SPRK, including losses associated with the terms set forth below.
TERMS AND CONDITIONS
In these Terms, we will refer to the initial generation and sale of the SPRK token as the Initial Coin Offering (ICO). Although we fundamentally disagree with this designation as the token is not a coin in the literal meaning of the term and this is not an offering in the financial meaning of the word, we have reluctantly decided to use the term ICO in order to provide as much clarity as possible to persons interested in purchasing SPRK. This is because the term ICO is the most commonly used term to describe a token generation. Accordingly, by also using this term, we encourage anyone interested in purchasing SPRK to conduct their own research and investigations into the benefits and risks of doing so. In particular, we strongly recommend that they seek not only legal and tax advice in connection with any purchase of SPRK but also technology advice to understand what a token is and the inherent risks that are associated with purchasing one and holding one.
1. Overview of SPRK and the Sparkle Coin Platform
SPRK is an asset backed cryptocurrency. Each Sparkle Coin put into public circulation is backed by $5 worth of GIA or similar certified diamonds procured through established diamond dealers, which can be immediately redeemed the day after the Sparkle Coin ICO with a minimum of $500 worth of Sparkle Coins in $500 increments. However, once the price of Sparkle Coin reaches $25 per coin, the backing will fall away. If the price of Sparkle Coin drops below $25 again after the backing has been removed, it will not be backed by diamonds again.
Diamonds to be redeemed in reference to size, color, clarity, cut, and other qualities will be agreed upon before the diamonds are sent to the redeemer depending on the market rate of diamonds on or around the redemption date. Sparkle Coin, Inc., must receive the Sparkle Coins being redeemed first before the diamonds are sent.
To redeem Sparkle Coins for GIA certified diamonds, please contact us through our online support form or email: . As the redeeming amount may differ from person to person, this is a manual process the company will conduct on a person to person basis.
SPRK is generated and sold to purchasers by Sparkle Coin Inc a company dedicated to the advancement of cryptocurrency and blockchain technologies.
Sparkle Coin, Inc., VCoin Exchange, and VCoinMall.com are independent entities all working together in the same economic ecosphere. They may conduct other business activities which does not involve the other entities or the ecosphere.
2. SPRK ICO Details
TIMING OF SALE
The ICO will commence at 1:00pm PDT on September 20, 2017 and will run for 30 days. Anyone interested in purchasing SPRK can do so directly at www.SparkleCoin.com.
The maximum total amount of SPRK tokens to be offered for sale at the time of the ICO is 4,000,000. The sale will finish at the designated end date above, or when all SPRK tokens have been sold. Though it does not currently anticipate doing so, Sparkle Coin Inc reserves the right to stop, interrupt or extend the duration of the sale for any reason, including the unavailability of the website or other unforeseen security, regulatory or procedural matters.
The ICO will be conducted in the following manner.
In the shopping site, eighty (80) blocks of coins will be displayed, each containing inventory of 50,000 coins. The first block will be priced at $5 per Sparkle Coin. Each subsequent block of 50,000 coins will have a price increase of $2.00 per Sparkle Coin. The last block of the coins will be priced at $163.00 per Sparkle Coin. This is to allow supply and demand to determine the price at which Sparkle Coin is sold.
Sparkle Coin purchasers who have pre-registered and funded their account on https://www.SparkleCoin.com will be able to pay from their account at checkout and immediately be sent the Sparkle Coins to their wallet. A SPARKLE COIN WALLET AND ITS “SEND TO” ADDRESS ARE REQUIRED. You can download the Sparkle Coin Wallet at https://www.SparkleCoin.com.
Guest purchasers will receive an order confirmation via email, if one is provided, confirming their order. Once the confirmation for the cryptocurrency payment is confirmed, Sparkle Coin, Inc. will send the Sparkle Coins to the provided wallet address within 24 hours.
PREFUNDING A PURCHASE ACCOUNT
Interested parties may register and pre-fund their account on https://www.SparkleCoin.com using Bitcoin, Ether, or United States Dollar. PLEASE NOTE: For USD funding, Know Your Customer (KYC) verification is required. This process may take up to 2 weeks. This is the main reason we are offering pre-funding, to enable interested parties purchasing in USD via bank transfer to have enough time to be verified for the ICO.
To pre-fund your account, agree to the terms and conditions at the bottom of the page to enter the ICO page. Then click on the “SIGNUP” icon. Complete requested information. You will receive an email to the address provided with a verification link. Click on the verification link and a new window will open up allowing you to login to your account. Once logged in, click on “FUND WALLET” on top banner and you are ready to select your pre-fund method.
Pre-funding will insure quick order processing and coin issuance. PLEASE NOTE: All purchasers will have up to 5 minutes to complete their purchase transaction once they have the Sparkle Coins in their shopping cart. If the 5-minute timer is exceeded, the shopping cart will time out and be considered to be abandoned. All Sparkle Coins in the cart will be released back into the original block it came from.
STRATEGIES TO PURCHASING SPARKLE COINS
Due to the innovative nature of the Sparkle Coin ICO, interested parties can employ various strategies in purchasing Sparkle Coin, such as:
Trying to purchase the lowest priced coins. However, demand may be very high, making it more difficult to purchase them. PLEASE NOTE: It is hereby stated that the purchaser may not be able to successfully select the lowest priced coins if they are sold out and may need to try again with the next lowest priced block of coins.
Trying to purchase coins at a higher price than the currently available lowest priced coins. This will allow the purchaser to have a higher probability of purchasing Sparkle Coin because there may be less people trying to purchase them.
SPARKLE COIN, INC. HEREBY DECLARES IT DOES NOT GUARANTEE ANY PERSON(S) OR ENTITY THE RIGHT OR ABILITY TO PURCHASE SPARKLE COINS DURING THE ICO. IT IS STRICTLY BASED ON A FIRST COME FIRST SERVED BASIS.
GENESIS BLOCK DISCLOSURE
A Genesis block totaling 59,187,500 Sparkle Coins will be mined immediately before the ICO to be used as follows:
• Sparkle Coin ICO: 4,000,000
• Pre-ICO supporters: 200,000 (1/3 issued at ICO, 1/3 six months later, 1/3 one year later)
• Pre-ICO work in trade: 200,000 (1/3 at ICO, 1/3 six months later, 1/3 one year later)
• Sparkle Coin, Inc.: 36,525,000To be kept in an off-line, managed and audited account. 1,000 coins will be release daily to seed, promote, and manage the Sparkle Coin market.
• VCoin Exchange: 9,131,250. To be kept in an off-line, managed and audited account. 250 coins will be release daily to seed the Sparkle Coin market and operate the exchange.
• VCoin Mall: 9,131,250To be kept in an off-line, managed and audited account. 250 coins will be release daily to seed the Sparkle Coin market and operate the service.
3. Disclosure of Purchases
In the spirit of openness, and to enable SPRK purchasers to have as much information as possible to guide their decision-making process, the Sparkle Coin Team will disclose on a daily basis, the total number of SPRK sold, reserved and outstanding to enable all purchaser to develop an understanding of the size of the existing SPRK pool at the time of their SPRK purchase.
Sparkle Coin, Inc. will provide purchasers with an official and regular audit conducted by a well-known and respected accounting firm on the existence of the physical diamond backing for each SPRK token. Through this audit, purchasers can track and confirm that the Purchaser’s SPRK, and the physical diamonds backing it, has been received and acquired.
4. Sparkle Coin Team Will Not Purchase or Mint Sparkle Coins During the ICO
The Sparkle Coin Team warrants that it will not purchase SPRK in its own sale, nor will it ever mint from the reserve coins held in the off-line vaults. Furthermore, The Sparkle Coin Team warrants that it will not purchase SPRK from any third party, or acquire SPRK in any manner, or acquire future control of SPRK, during the period of the ICO.
5. All Purchases of SPRK Are Non-Refundable
ALL PURCHASES OF SPRK ARE FINAL. PURCHASES OF SPRK ARE NON-REFUNDABLE. BY PURCHASING SPRK, THE PURCHASER ACKNOWLEDGES THAT NONE OF THE SPARKLE COIN INC., THE SPARKLE COIN PLATFORM, ANY OTHER MEMBERS OF THE SPARKLE COIN TEAM OR THEIR ADVISORS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PURCHASER WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY SPRK THAT IS NOT USED OR REMAINS UNUSED.
6. Taxation of SPRK and Taxation Related to ICO
Each purchaser bears the sole responsibility to determine if the potential appreciation or depreciation in the value of SPRK over time has tax implications for him or her. By purchasing SPRK, and to the extent permitted by law, each purchaser agrees not to hold any member of the Sparkle Coin Team liable for any tax liability associated with or arising from the purchase of SPRK.
Although the Sparkle Coin Team requires that purchasers provide proof of identity for AML and KYC purposes, the Sparkle Coin Team will not publish any identifying information related to an SPRK purchase, without the prior written consent of the Purchaser or when required to do so under applicable legislation.
8. Disclaimer of Warranties
EACH PURCHASER EXPRESSLY AGREES THAT HE/SHE IS PURCHASING SPRK AT HIS/HER SOLE RISK AND THAT SPRK IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE MEMBERS OF THE SPARKLE COIN TEAM WARRANTS THAT THE PROCESS FOR PURCHASING SPRK WILL BE UNINTERRUPTED OR ERROR-FREE.
9. Limitations Waiver of Liability
EACH PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, SPRK OR THE SPARKLE COIN PLATFORM 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 NONE OF THE MEMBERS OF THE SPARKLE COIN TEAM SHALL 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 INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, SPRK. EACH PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT EACH MEMBER OF THE SPARKLE COIN TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF SPRK, AND THAT THE RISK OF PURCHASING AND USING SPRK RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE MEMBERS OF THE SPARKLE COIN TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO SPARKLE COIN, INC. FOR THE PURCHASE OF SPRK.
10. Force Majeure
The members of the Sparkle Coin Team are not liable for failure to perform solely caused by:
•delays in delivery of materials,
•acts of civil or military authorities,
•acts by common carriers,
•emergency conditions (including weather conditions),
•or any similar unforeseen event that renders performance commercially
If an event of force majeure occurs, purchasers may elect to suspend the purchase of SPRK, in whole or part, for the duration of the force majeure circumstances. Sparkle Coin Inc shall cooperate with and assist purchasers in all reasonable ways to minimize the impact of force majeure on their purchase.
11. Complete Agreement
These Terms set forth the entire understanding between each purchaser and Sparkle Coin Inc with respect to the purchase and sale of SPRK. For facts relating to the sale and purchase, each purchaser agrees to rely only on these terms in making his/her determination to purchase SPRK. Each purchaser understands that these terms govern the sale of SPRK and supersede any public statements about the ICO made by third parties or by the Sparkle Coin Team or individuals associated with any of the Sparkle Coin Team, past and present and during the ICO.
Each purchaser and Sparkle Coin Inc 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 the Terms, which shall continue to be in full force and effect.
13. No Waiver
The failure of the Sparkle Coin Team to require or enforce strict performance by the purchaser of any provision of these Terms or the Sparkle Coin Team’s failure to exercise any right under these terms shall not be construed as a waiver or relinquishment of the Sparkle Coin Team 's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Sparkle Coin Team 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 this these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Sparkle Coin Team shall be deemed a modification of these Terms nor be legally binding.
14. Updates to the Terms and Conditions of the SPRK ICO
The Sparkle Coin Team reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Sparkle Coin website. Any purchaser will be deemed to have accepted such changes by purchasing SPRK. The Terms may not be otherwise amended except in a signed writing executed by both the purchaser and Sparkle Coin Inc. For purposes of this agreement, "writing" does not include an e-mail message and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase SPRK.
15. Cooperation with Legal Authorities
The Sparkle Coin Team will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions. In accord with one of the core principles of the Sparkle Coin project — transparency — the Sparkle Coin Team will endeavour to publish any legal enquiries upon receipt.
16. Governing Law and Jurisdiction
These Terms shall be governed by, construed, interpreted and applied in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms and any purchase of SPRK including any dispute regarding the existence, formation, performance, interpretation, nullification, termination or invalidation of these Terms, shall be referred to and finally resolved by the Courts of England and Wales.
17. Further Information
For further information regarding the SPRK sale, please contact support@SparkleCoin.com.