Terms And Conditions
of the Millioncoin ICO

1. Introduction

These Terms outline principles of Your participation in the ICO. By Participation in the ICO You expressly acknowledge and represent that you have carefully reviewed the Terms and other ICO Documents and fully understand and accept them. OMG reserves its right to amend the Terms or other ICO Documents at any time and such amendments will be published on the Website. Such amendments will apply Your Participation in the ICO after the date of the amendments.

If You do not agree to these Terms or any other ICO Documents, you must refrain from Participating in the ICO.

2. Definitions

The following terms written in capital letters in this document will have the meaning ascribed to them below:

“Assets” means any software, know-how, analysis, programs, information, text, graphics, logos, images, audio clips, data compilations, scripts, software, technology, sound or any other materials developed by OMG Entities for purposes of ICO or provision of Services as well as Website.

“ETH” means the digital currency and payment system using peer to peer transactions verified by network nodes and recording in a public distributed ledger called the blockchain that operates under the name Ethereum;

“Exchange” means the process in which OMG will award MON Token to the User in exchange for cryptocurrencies with use of the Website according to the current exchange rate;

“ICO” means the crowdfunding process contemplated by the White Paper by which OMG will exchange MON Token against cryptocurrency;

„ICO Documentation” means the White Paper, Terms and information provided on the Website;

“Loss” means damages, claims, applications, loss, injuries, delays, accidents, costs, business interruption, expenses (including, without limitation, counsel’s or legal fees or the costs of any claim or suit), any incidental, direct, indirect, general, special, punitive, exemplary, special or consequential damages, any loss of goodwill, profits or revenue or any other economic loss, any loss of cryptocurrency or digital assets, any work stoppage, data loss, computer failure or malfunction, or any other commercial or other loss;

“MON Token” means a software digital product constituting a standard-based cryptographic ETH token (not a cryptographic currency), that may or may not create an entitlement to all or some Services once they are established in accordance with the ICO Documentation;

„OMG” means the company operating under the business name One Million Group sp. z o.o. with its registered seat in Katowice (Poland), address: ul. Porcelanowa 23, 40-246 Katowice, KRS No 0000692558, Registry Court in Katowice, VIII Business Division, NIP 9542781961;

„OMG Entities” means: (i) OMG and any person or entities directly or indirectly controlling OMG; (ii) any other entities under the control of persons or entities indicated in point (i); members of corporate bodies, employees, contractors, advisers of persons or entities referred to in point (i) and (ii) or any other persons or entities acting in the similar capacity; „Services” means the services that OMG plans to offer in accordance with the White Paper;

“Stages” means ICO stages referred to in point 3.3. hereof including pre-sale;

„Terms” means this document;

„User” or „You” means both a natural person and legal entity, considering Participation in the ICO or Participating in the ICO;

„Website” means the latest version of the internet site here: www.millioncoin.io with all its subdomains.

3. Allocation of MON Tokens

3.1. The MON Tokens created in course of ICO will amount to 34.000.000 (hard cap). No additional MON Tokens will be created.

3.2. The MON Tokens will be allocated in the following manner:

  • 3.2.1. 75% of the overall amount of MON Tokens will be allocated to Users in the process of Exchange in course of the ICO;
  • 3.2.2. 15% of the overall amount of MON Tokens will be allocated to the Grupa OneMillion sp. z o.o. for purposes determined at sole discretion of OMG, including development of Services;
  • 3.2.3. 5% of the overall amount of MON Tokens will be used for compensating persons or entities engaged in development of Services;
  • 3.2.4. 4% of the overall amount of MON Tokens will be allocated for compensating persons or entities engaged in preparation of ICO;
  • 3.2.5. 1% of the overall amount of MON Tokens will be allocated for purposes of marketing of ICO or Services.

3.3. The MON Tokens will be allocated in accordance with the following time schedule:

  • 3.3.1. Pre-sale – 5.000.000 MON Tokens will be created in course of pre-sale covered by 1.000 ETH; pre-sale will take place from the date of commencement of the ICO on 18 February 2018 until the date when 3.750.000 MON Tokens will be purchased by Users in course of Exchange for the total amount of 1.000 ETH but not later than until 18 August 2018.
  • 3.3.2. Stage I – 6.000.000 MON Tokens will be allocated in course of Stage I sale covered by 2.000 ETH; Stage I will take place from the date of closing of pre-sale until the date when 4.500.000 MON Tokens will be purchased by Users in course of Exchange for the total amount of 2.000 ETH but not later than upon lapse of 3 months from commencement of Stage I.
  • 3.3.3. Stage II – 5.000.000 MON Tokens will be allocated in course of Stage II covered by 3.000 ETH; Stage II will take place from the date of closing of Stage I until the date when 3.750.000 MON Tokens will be purchased by Users in course of Exchange for the total amount of 3.000 ETH but not later than upon lapse of 3 months from commencement of Stage II.
  • 3.3.4. Stage III – 6.000.000 MON Tokens will be allocated in course of Stage II covered by 4.000 ETH; Stage II will take place from the date of closing of Stage II until the date when 4.500.000 MON Tokens will be purchased by Users in course of Exchange for the total amount of 4.000 ETH but not later than upon lapse of 4 months from commencement of Stage III.
  • 3.3.5. Stage IV – 6.500.000 MON Tokens will be allocated in course of Stage IV covered by 4.500 ETH; Stage IV will take place from the date of closing of Stage III until the date when 4.875.000 MON Tokens will be purchased by Users in course of Exchange for the total amount of 4.500 ETH but not later than upon lapse of 3 months from commencement of Stage IV.
  • 3.3.6. Stage V – 5.500.000 MON Tokens will be allocated in course of Stage V covered by 5.500 ETH; Stage IV will take place from the date of closing of Stage III until the date when 4.125.000 MON Tokens will be purchased by Users in course of Exchange for the total amount of 5.500 ETH but not later than upon lapse of 3 months from commencement of Stage V.

3.4. At each of the Stages the created MON Tokens will be allocated pro rata to persons and entities indicated in line with point 3.2. hereof.

3.5. Each Stage is considered closed if MON Tokens were purchased by Users in course of Exchange in number and within the deadline provided for in point 3.3. hereof.

3.6. Commencing each Stage after the pre-sale is contingent on closing the preceding Stage.

3.7. The number of MON Tokens allowed for purchase by a single User is not limited.

3.8. The proceed gathered by OMG from Users as a result of the Exchange will be utilised to development of Services by OMG.

4. MON Tokens

4.1. By Participation in the ICO the User acknowledges that MON Token does not represent or grant to the User any express or implied rights under laws of any jurisdiction. In particular the MON Token:

  • 4.1.1. Does not constitute cryptocurrency, securities, commodities or any kind of financial instruments, are not registered in any state organization of any jurisdiction as securities;
  • 4.1.2. Does not give grounds to its holders to expect any profits, including profits from any actions of OMG Entities or any third parties;
  • 4.1.3. Does not represent a stake in any legal entity (in particular in OMG) or any proprietary right, such as intellectual property right;
  • 4.1.4. Cannot be used for any purpose other than purpose directly described in ICO Documents, including but not limited to any investment, speculation or other financial purpose.

4.2. The sole purpose of MON Token is to serve as device which may or may not be useful in course of rendering Services.

5. User representation and warranties

5.1. Only parties having significant experience with, or an understanding of, the use and intricacies of crypto currencies, cryptographic tokens, and blockchain based software systems should Participate in the ICO.

5.2. By Participating in the ICO you represent and warrant that You:

  • 5.2.1 Have carefully revived the ICO Documentation and have no reservation against it;
  • 5.2.2. Have carefully considered the risks, costs, and any other demerits of Participation in the ICO and understood such the risks, costs, and any other demerits associated with Participation in the ICO;
  • 5.2.3. Are solely responsible for determining whether Participation in the ICO is appropriate for you;
  • 5.2.4. Are not acting as an agent on behalf of any other person or entity who wishes to Exchange MON Tokens;
  • 5.2.5. Are legally permitted to participate in the ICO, Exchange MON Tokens, or receive, hold and use MON Tokens in your jurisdiction;
  • 5.2.6. Are of a sufficient age to legally participate in the ICO, Tokens, or receive, hold and use MON Tokens in your jurisdiction;
  • 5.2.7. Have an understanding of the usage and intricacies of crypto currencies, cryptographic tokens and blockchain-based software systems.

6. Privacy

6.1. Except as otherwise provided in the ICO Documentation, OMG will not disclose any information relating to the User without his/her prior consent.

6.2. OMG may request additional information from the User if such information is required by applicable laws (see clause 11) or if OMG decides that such information is required in relation with the User’s Participation in the ICO, in particular to provide any technical support requested by the User.

6.3. Privacy policy is available here.

7. Intellectual property

7.1. To the extent that copyright or other intellectual property rights exist in the Assets these copyrights and other intellectual and industrial rights belong to OMG.

7.2. Unless otherwise stated, the You may not download, reproduce, retransmit or use any assets otherwise than for your individual Participation in the ICO.

7.3. The User is granted a limited, non-transferable, revocable license to use the Assets subject to terms provided for in the ICO Documentation.

8. Risks

8.1. By Participating in the ICO, you acknowledge that you are fully acquainted with, understand and have no reservation against risks related with Participation in the ICO listed in Exhibit A hereof.

8.2. Risk related with Participation in the ICO listed in Exhibit A hereof are exemplary and should not be deemed as exhaustive.

9. Cancelation

9.1. By Participating in the ICO, you acknowledge that OMG is not required to provide a refund for any reason, and that you will not receive money or other compensation in lieu of a refund, and you consent to no right of withdrawal from the ICO unless otherwise stated explicitly in the ICO Documentation.

9.2. OMG will refund all Exchange made within a Stage that were not successfully closed, in which case a full reverse of all Exchange will be performed by OMG of all ETH received within the Stage, where applicable and to the extent which is technically feasible.

10. Liability

10.1. The User expressly agrees that Participation the ICO is made at his own risk and that MON Tokens are 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.

10.2. OMG does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in the ICO Documentation.

10.3. By Participation in the ICO, you acknowledge and agree that you fully understand and accept the extent permitted by applicable law, you agree that no other party (including, without limitation any person or entity of OMG Team) will be held liable for any Loss arising out of, or in any way connected with your Participation in the ICO. In particular no OMG Entity will be liable (whether in an action in negligence, contract or tort based on a warranty or otherwise) for any Loss, howsoever caused as a result, directly or indirectly, of or arising from or in connection with:

  • 10.3.1. Your Participation in the ICO;
  • 10.3.2. Any access, the use of, or inability to access or use of the Website;
  • 10.3.3. Your reliance on or use of or inability to use the content and information of the ICO Document;
  • 10.3.4. Any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure of the Website or any linked website;
  • 10.3.5. Unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party on the Website; or
  • 10.3.6. Materialization of any risks referred to in Exhibit A hereto;
  • 10.3.7. Any other matter relating to the Participation in the ICO.

11. Legal regulations

11.1. OMG is not a financial institution and is currently not under the supervision of any body of any financial regulator and ICO was not prepared and will not be conducted by OMG in line with any specific regulation on issue of securities or any similar assets.

11.2. Prior to Participating in the ICO the User should verify the relevant legal regulations applicable in the jurisdiction relevant to the User. The User shall not Participate in the ICO if it is prohibited under legal regulations applicable to the User or his Participation in the ICO may otherwise adversely effect any OMG Entities. The User will be solely liable and shall indemnify OMG Entities against any negative consequences of failure of the User to withhold from Participation in the ICO should it prove to be

11.3. The User acknowledges that OMG will cooperate with any state or regulatory body or supervisory authority of any country, as well as with all authorized financial institutions, and strictly abide by any applicable AML (anti-money laundering) or KYC (Know Your Client) procedures, and other banking or governmental rules and regulations. This cooperation may result in particular in disclosure of data as well as in immediate termination of all activity related with ICO, Exchange or provision of Service as well as cessation of any activity of OMG at a certain territory.

11.4. The User acknowledges his obligation to provided to OMG all necessary information, including personal data, in order comply with token acquiring procedure of the applicable legislation, if such information is requested from the User or OMG by the authorized body. OMG reserves the right to request information about the name, address of residence, phone number and email address, data on transactions made, etc. The responsibility for refusing to provide this information lies solely with the User.

11.5. OMG makes no representations concerning the tax implications of Participation in the ICO. The User bears the sole responsibility for determining or assessing the tax implications thereof. By Participating in the ICO, you acknowledge that you are aware that you may incur Loss arising out of, or in any way connected to, any tax liability you may incur in connection with your Participation in the ICO.

12. Severability and entire agreement clause

12.1. If any provision of the ICO Documentation 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, which shall continue in full force and effect.

12.2. The ICO Documentation set out the entire relationship between each User and OMG Entities in relation to your Participation in the ICO.

12.3. In the event of any discrepancies between Terms and any other ICO Documentation the Terms will prevail.

12.4. In the event of any discrepancies between the English language version of the ICO Documentation and its translations the English language version will prevail.

Exhibit A – ICO Risks

Technological risks.

MON Tokens are based on ETH blockchain technology. This technology is new, untested and outside of OMG’s exclusive control. Thus, any malfunction, unintended function or unexpected functioning of the ETH protocol may cause MON Tokens to malfunction or function in an unexpected or unintended manner. What is more, risk of weaknesses or exploitable breakthroughs in the field of cryptography, advances in cryptography, or technical could present risks to cryptocurrencies and ETH blockchain technology. These an other adverse aspects of the said technology, broadly construed, may prevent or compromise, negatively influence or call into question OMG’s capacity to provide the User with MON Tokens or ensure that the MON Token may be utilized in course of rendering Services. This risk may in particular result in a permanent loss of MON Tokens by the User, loss of any interest of third parties in acquisition of MON Tokens or incapability of using MON Tokens by the User in course of receiving Services.

Legal risks regarding securities regulations.

There is a risk that in some jurisdictions MON Tokens might be considered to be a security, or that it might be considered to be a security in the future. OMG does not give warranties or guarantees that MON Tokens are not a security in all jurisdictions. Acquiring cryptographic tokens such as MON Token for personal possession and exchanging them for other cryptographic tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact. The legal ability of OMG to provide MON Tokens and the Services in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree certainty that MON Tokens are not legal in certain jurisdiction, OMG may cease operations in that jurisdiction adjust MON Tokens and Services in a way to comply with the regulation.

What is more, the functioning of the ETH network and associated blockchain networks and MON Tokens could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital tokens like MON Tokens, which could impede or limit their existence, slow or limit their functionality or MON Tokens in the future, permissibility of their use and possession, and their value. Should this be the case the OMG Token may lose all their value or OMG’s capability to duly allocate the MON Token or render Services in accordance with the ICO Documentation may be impaired or entirely excluded.

Insufficient interest in ICO, MON Tokens or Services and risk of value loss.

Value of MON Tokens may fluctuate and Users might suffer loss in value of such acquired MON Tokens. There might be different reasons that would cause unfavorable fluctuations of the value of MON Tokens. It is possible that the ICO will not be of interest to individuals, legal entities and other organizations and that there will be limited public interest in the creation and development of Services. Such a lack of interest could adversely impact performance of plan envisaged in the ICO Documentation. As such, distributed MON Tokens may hold little or no value, and this would impact its trading price.

Risk of theft, hacking and mining attacks.

Hackers or other groups or organizations may attempt to interfere with your wallet, the Website, or in any number of ways, including without limitation service (DoS) attacks, Sybil attacks, spoofing, malware attacks, or consensus-based attacks. OMG may not exclude that Assets or MON Tokens may unintentionally include weaknesses or bugs in the source code. Should this be the case the OMG Token may lose their value or OMG’s capability to duly allocate the MON Token or render Services in accordance with the ICO Documentation may be impaired or entirely excluded.

As with other decentralized cryptocurrencies, ETH blockchain, which is used for MON Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Mining attacks, as described above, may also target other blockchain networks, with which MON Tokens interact. Should this be the case the OMG Token may lose all their value or OMG’s capability to duly allocate the MON Token or render Services in accordance with the ICO Documentation may be impaired or entirely excluded.

Further, upon receipt of the funds as a result of Exchange OMG will make effort that the funds received will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects of Assets. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, OMG may not be able to receive the cryptocurrencies raised and may not be able to use such funds for the development of the Services. In such case, the development and launch of Services might be temporarily or permanently curtailed. Should this be the case the OMG Token may loss all their value or OMG’s capability to duly allocate the MON Token or render Services in accordance with the ICO Documentation may be impaired or entirely excluded.

Negative publicity may materially and adversely affect the value of MON Tokens.

Negative publicity involving OMG Entities, MON Tokens or Services may materially and adversely affect the market perception or market price of the MON Tokens, whether or not it is justified.

Risk of low or no liquidity.

Even though there are currently online service available, which enable possibility of exchange of cryptographic tokens between themselves, and also, some of them enable exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees given that MON Token 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. Such exchange, if any, might be subject to poorly understood regulatory oversight. Users might be exposed to fraud and failure. In any case OMG will not enable exchange of MON Tokens for other cryptographic tokens or fiat currency. User may not at any given time be able to acquire or dispose of its MON Tokens due to lack of liquidity.

Internet transmission risks.

Users acknowledge that there are risks associated with using MON Tokens including, but not limited to, the failure of hardware, software, and Internet connections. Users acknowledge that OMG shall not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Website and MON Tokens, howsoever caused.

Risks related to OMG Entities.

Services will be developed, operated and maintained by OMG Entities. Any events or circumstances which adversely affect OMG Entities or any of its successor operating may have a corresponding adverse effect on the capability of OMG to render Services. Such adverse effects would correspondingly have an impact on the utility, liquidity, andthe trading price of MON Tokens.

Difficulties in development of Services.

Certain Assets are currently under development and may undergo significant changes before release. The User’s expectations regarding the form and functionality of the Platform and MON Tokens may not be met upon release of particular Assets or Services for any number of reasons, including a change in the design and implementation plans and implementation of MON Tokens.

Unanticipated risks.

Cryptocurrencies and blockchain technologies and issue of tokens based thereon, such as MON Tokens is a new and untested type of venture. In addition to the risks set forth here, there are risks that OMG cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Risks may further materialize as unanticipated.