Terms and Conditions

1. Introduction

These terms (Terms) and our privacy policy (https://valenceplatform.org/privacy-policy) apply to your participation in the Valence airdrop (the Airdrop), which is operated by Valence Platform Limited (the Company, we, our or us).

2. Eligibility

In order to be eligible to receive VALE tokens in the Airdrop, you must:

  • be at least 18 years of age, not be acting on behalf of anyone else, and complete the registration process set out on our website;
  • not reside in a jurisdiction where in our opinion it would be unlawful or unduly onerous for us to distribute the tokens to you;
  • have completed all necessary anti-money laundering / know-your-customer checks to our satisfaction; and
  • proved ownership of an address which participated in mining NavCoin (NAV) during the period described below, to our satisfaction.

By completing the registration process you covenant, represent and warrant that you have read, understood and agree to be bound by these terms and our privacy policy and are eligible to receive VALE tokens in the Airdrop.  Any determination as to a person’s eligibility will be made by us at our sole discretion, and we reserve the right to determine that a person is ineligible to participate at any time. We further reserve the right to terminate the Airdrop program at any time and without consideration.  In these terms we refer to someone who we have determined is eligible to receive VALE tokens in the Airdrop as an Eligible Person.

There are no charges for participating in the Airdrop.  If anyone asks you to pay to participate in the Airdrop, do not do so.

You acknowledge and accept that the terms of the Airdrop are subject to change, modifications, amendments, alterations or supplements at any time without prior written notice, at the Company’s sole discretion.

We may terminate your participation in the Airdrop at any time if you violate these Terms or any other ancillary agreements or documents released by us, at our sole discretion and without prior notice and/or without any compensation or liability or further obligation of any kind whatsoever to you or any other party, when we find such measures reasonable and/or necessary in a particular situation.

3. How the Airdrop will work

There will be a pool of 32 million VALE tokens available through the Airdrop.  The pool will be split proportionally between addresses belonging to Eligible Persons who participate in mining NAV from the start date (1 December 2018) until the public token distribution portal for Valence is launched, the timing of which is still to be determined.  If an address mines 5% of the blocks during this period, they will be eligible for 5% of the 32 million VALE pool. VALE tokens will be distributed via Valence’s public distribution portal during the distribution period, which is expected to be over a 2 - 3 month window.  Users must register and prove they are the owners of the addresses which performed mining to claim their VALE in the Airdrop. Proof of claim is by providing the NAV address which mined the eligible blocks and their cryptographic signatures as proof of ownership. Claim due will be calculated from the publicly verifiable NavCoin blockchain data.  VALE will be distributed at the end of the public distribution period. It is currently intended that unclaimed VALE will be redistributed back to the public via a decentralised project kickstarter programme.

Any determination as to whether a participant will receive any tokens (whether or not they have successfully registered) and if so how many, will be made by us at our sole discretion.

You will be required to provide some or all of the following documents for verifying your identity and other personal information to be eligible for the Airdrop. The documents which you may be required to submit include, but are not limited to, the following:

  • Passport or domestic citizenship identification document or equivalent;
  • Tax identification or registration number (in certain cases document conveying such registration);
  • Bank account information;
  • Photographs;
  • Proof of address in the form of government issued documents.

The foregoing documents are not exhaustive and we may request additional documents based on our internal assessment. In certain cases we may require you to notarise or apostille or undertake similar verification process for the documents submitted by you.

4. The VALE tokens

It is intended that VALE tokens will enable their holders to access and transact using the Valence platform, if and when successfully deployed.  

VALE tokens will not entitle their holders to any right of ownership in the Company or any of its assets, rights to dividends or other distributions of assets of or payments from the Company, rights to obtain any other form of financial benefit, or any rights to participate in any decision in relation to the Company.  VALE tokens are not intended to be used outside the Valence platform, nor as a digital currency or a financial product of any kind. You agree that the VALE tokens will be deemed to have no value at the time of distribution. The Vale tokens are provided on an “as is” basis and without any warranties of any kind, either expressed or implied. You assume all responsibility and risk with respect to your use of the VALE tokens. Should you receive any VALE tokens and the product fails to be suitable for the special or particular purpose as intended by you, we will not be liable to you for such unsuitability. We make no representations or warranties, whether express or implied, and assume no liability or responsibility for the proper performance of any services, online cryptocurrency services, assets or platforms and/or the information presented regarding the Airdrop.

Without limiting the foregoing, the Airdrop is not, and is not intended to constitute, an offer of financial products or a solicitation for investment in financial products in any jurisdiction.  VALE tokens will not be issued for speculative purposes, and neither the Company nor any other person represents or guarantees that there is any likelihood of appreciation in value of any VALE tokens.  No assurance can be given that the VALE tokens will have any value or may be tradeable. There are no warranties and/or guarantees given that VALE tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly-understood regulatory oversight, and we do not give any warranties in regard to any exchange services providers. In any case we will not enable exchange VALE tokens for fiat currency. You may not at any given time be able to acquire or dispose of your VALE tokens due to potential lack of liquidity.

The Company will not reimburse or provide any other consideration to participants if they are not ultimately distributed any tokens, or if the platform is not ultimately deployed, or does not operate on a permanent basis, or does not offer services and functionalities the same as or similar to those described on our website at any time.  You accept this risk and agree that there will be no redemption or refund of tokens by, or any right of action against, the Company or any other person, should any such circumstance transpire.

5. Representations and warranties

By participating in the Airdrop, you covenant, represent, and warrant that (under New Zealand law and law of the country of your residence and citizenship):

  • you are of an age of majority to enter into these Terms (at least 18 years of age);
  • you meet all other eligibility and residency requirements, and are fully able and legally competent to enter into these terms and in doing so will not violate any other agreement to which you are a party;
  • you have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems, as well as full understanding of their framework, and are aware of all the merits, risks and any restrictions associated with cryptographic tokens (their purchase and use), cryptocurrencies and Blockchain-based systems, as well as know how to manage them, and are solely responsible for any evaluations based on such knowledge;
  • if you are a corporation, governmental organization or other legal entity, you have the right, power and authority to enter into these Terms on behalf of the corporation, governmental organization or other legal entity and bind them to these terms; and
  • you will not be using the VALE tokens for any illegal activity, including but not limited to money laundering and the financing of terrorism.

6. Limitation of liability and indemnification

To the maximum extent permitted by law, neither the Company nor any other person will be liable for any direct, indirect, special, incidental, consequential or other loss of any kind arising directly or indirectly in connection with the Airdrop, termination of the Airdrop, failure or inability to distribute VALE tokens, or the receipt or use of the VALE tokens, regardless of the basis or source of the claim and without limiting the foregoing, in no event will the aggregate liability of the Company and any other person arising directly or indirectly in connection with the Airdrop exceed NZ$10.  You understand and agree that the Company and its affiliated persons shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any change of the value (if it is ever attributed to it) of the VALE tokens.

You understand and agree that it is your sole obligation to ensure compliance with any legislation relevant to your country of citizenship, residency or domicile concerning receipt of the VALE tokens, and that the Company does not accept any liability for any illegal or unauthorized use by you of the VALE tokens. In case of any change in legislation in your country of citizenship, residency or domicile which makes the use of the VALE tokens illegal, you agree to cease use of the VALE tokens immediately. You agree to be solely responsible for any applicable taxes imposed on VALE tokens that you may receive.  The Company reserves the right not to distribute VALE tokens to you, if the Company determines, in its sole discretion, that it may be unlawful to do so.

You indemnify, defend and hold harmless the Company and its shareholders, directors, officers, employees, contractors, advisers, successors and permitted assignees from and against any losses, expenses, claims or costs (including legal costs on a solicitor and own-client basis) incurred as a result of your participation in the Airdrop, termination of the Airdrop, failure or inability to distribute VALE tokens to you, or your receipt or use of the VALE tokens, any failure by you to comply with these terms, or any breach of these Terms or law by you.

Nothing in these terms is intended to limit any rights or remedies that you may have under the Fair Trading Act 1986 (NZ) or the Consumer Guarantees Act 1993 (NZ).

7. Amendments and termination

We reserve the right to amend any of these terms in any respect, or terminate the Airdrop at any time, for any reason.  Any decision to do so will be announced on our website, and take immediate effect. Your continued participation in the Airdrop will constitute your acceptance of any amendments.

8. General

Complete Agreement: These Terms set forth the entire understanding between you and us with respect to the Airdrop and receipt of the VALE tokens. For facts relating to the Airdrop, you agree to rely only on these Terms and any ancillary documents in determining the decision for registration for Airdrop and understand that these documents govern the Airdrop of VALE tokens and supersede any public statements about the Airdrop made by third parties or the Company or individuals associated with the Company, past and present and during the Airdrop.

Assignment: Your participation in the Airdrop is not transferable in any way.  VALE tokens themselves may only be transferred in compliance with applicable law, which is your responsibility.

Sole Determination of the Company: All determinations made by us under these terms will be made at our sole discretion, and be final and binding.

Severability: If any provision of these terms is held unlawful, void or unenforceable, then that provision will be severable from these terms and will not affect the validity or enforceability of any remaining part of that provision, or any other provision of these terms.

Governing Law and : The Airdrop is governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.  Any dispute or difference arising out of or in connection with these Terms or the subject matter of these Terms (Dispute) shall at the Company’s option be referred to and finally resolved by arbitration as follows:

  • in the event that the relief sought in relation to such Dispute (including both claim(s) and any counterclaim(s)) is NZ$100,000.00 or less, the New Zealand Dispute Resolution Centre (NZDRC) Rules for Expedited Arbitration ECA60 for the time being in force shall apply;
  • in the event that the relief sought in relation to such Dispute (including both claim(s) and any counterclaim(s)) is greater than NZ$100,000.00, the NZDRC Rules for Administered Domestic Commercial Arbitration for the time being in force shall apply;
  • the seat of any arbitration shall be Auckland, New Zealand;
  • the parties agree that the arbitration shall be conducted according to the IBA Rules of Evidence as at the commencement of the arbitration;
  • the parties agree to exclude all rights under clause 4 of the Second Schedule to the Arbitration Act 1996 (the Arbitration Act) to determine any question of law in the course of any arbitration;
  • the parties agree to exclude all rights under clause 5 of the Second Schedule to the Arbitration Act to appeal to the High Court from any award made in any arbitration; and
  • the parties agree to exclude all rights under clause 6(3) of the Second Schedule to the Arbitration Act to appeal to the High Court from any award allocating the costs and expenses of any arbitration.