Please read these Annex to the EtherMail Coins Programme Terms of Service (the “Annex” or the “Agreement”) carefully before accepting this Annex. This is a binding agreement.
THE CONVERSION PROCESS DESCRIBED IN THIS ANNEX SHALL IN ANY CASE BE SUBJECT TO THE PROVISIONS OF THE MARKETS IN CRYPTO-ASSETS REGULATION (MiCAR) AND TO THE WHITE PAPER THAT THE COMPANY ISSUED AND PUBLISHED IN ACCORDANCE TO THE MiCAR FOR THE ISSUANCE OF EMT. THE CONDITIONS DESCRIBED IN THIS ANNEX MAY BE MODIFIED BY THE COMPANY DUE TO DIFFERENT FACTORS, INCLUDING, BUT NOT LIMITED TO, THE ADAPTATION OF THE CONVERSION PROCESS TO THE MI MiCAR, AS WELL AS IN ORDER TO ADAPT IT TO ANY APPLICABLE REGULATION AND THE CONTENT OF THE RELEVANT WHITE PAPER.
This Annex constitutes a binding agreement between you or the legal entity that you represent (the “User” or “You”) and EtherMail ("We", “Us” or the "Company" and together with the User, the “Parties”) an entity duly incorporated and existing in accordance with the laws of Liechtenstein, with registered address in Dr. Grass Strasse 12, 9490 Vaduz, Liechtenstein, and with company identification number FL-0002.683.886-3.
You warrant and represent that You are entering into this Agreement on your own name and that You have full authority to be bound to this Annex, as well as the to the terms of services of the Company that this Annex complements (the “Terms”).
This Annex shall apply for the conversion process defined in this Annex. By accepting this Annex and/or benefiting from the Conversion Process, You acknowledge that You have read and agree to be bound by this Annex, including the EtherMail coins program terms of service (the “EtherMail Coins Program Terms of Service”), the Terms, our privacy policy (the “Privacy Policy”) and cookies policy (the “Cookies Policy”), which are hereby incorporated in this Annex by reference.
1.Definitions
1.1. In this Annex, capitalised terms shall have the meaning set out in the EtherMail Coins Program Terms of Service, unless such terms are defined differently in this Annex or are expressly given another meaning.
2.Beneficiaries
2.1. In order to benefit from the Conversion Process of your EtherMail Coins (“EMC”) to EtherMail Tokens (“EMT” or “Tokens”), as regulated in this Annex, You must have created an Account and be a User of EtherMail under the conditions regulated in the Terms, as well as to comply with the additional conditions defined in the EtherMail Coins Program Terms of Service and in this Annex.
3.Conversion Pools
3.1. The conversion of EMC in EMT shall be processed by the Company through the “Conversion Pools” or “Pools”. Such Conversion Pools and EMC Pools (as defined below) shall be token pools and credit pools respectively created and liquidated by the Company, consecutively, every three (3) months or within such other period as the Company may determine for each case (the “Pool Period”).
3.2 Therefore, there will be a Pool initially composed of zero (0) EMC (the “EMC Pool”) and, in parallel, a Conversion Pool initially composed of zero (0) EMT. Once launched and following the rules that each Pool establishes for its operation in its specific website (please, visit the relevant website in order to know all the specific details), the Verified EMC (as defined below) You progressively accumulate during that relevant Pool Period will be deposited in the EMC Pool and, at the same time, the Company will fill the Conversion Pool with EMT for the subsequent Conversion Process as further defined below.
3.3 It is hereby noted that Company shall cancel such EMC and convert them, subject to the Requirements set forth below, allocated as EMT, which shall be injected into the pool by the Company so that they may be subsequently claimed by the Beneficiaries in their relevant proportion.
4. Amount of EMT injected in each Pool and Conversion Ratio
4.1 The Company will inject in the Conversion Pool an amount of EMT as it sells advertising campaigns during the life of each Pool. Each time the Company earns revenue from the sale of an advertising campaign during every relevant term, the Company will use at least 50% of such revenue to purchase EMT at market price and deposit it into the Conversion Pool (the “Pool EMT”), for the subsequent Conversion Process of the Verified EMC owned by You to EMT.
4.2 The purchase of EMT by the Company shall take place the same day on which the Company receives the payment from the advertiser, notwithstanding the fact that the Company may purchase it a few days later in case it is not possible, for any reason, to do so on the same day.
4.3 At the end of a pool, a ratio will be calculated between between All Verified EMC which qualify and ALL EMT which shall be the “Conversion Ratio” and which shall be embedded in the smart contract for the EMT Claiming process.
4.4 The amount of EMT that you can claim from the smart contract shall be determined by applying this Conversion Ratio to the amount of verified EMC that you hold at the end of the pool. As an example, if the Conversion Pool consists of 50,000 Pool EMT and the EMC Pool consists of 100,000 Verified EMC, the Conversion Ratio will be 0.5 EMT for each 1 Verified EMC, so that if you personally hold 10,000 Verified EMC, you will be entitled to claim 5,000 EMT.
5.Conversion Process
5.1 The Conversion of EMC into EMT, will follow the following process (the “Conversion Process”):
(i) This first step will be to verify the EMC. In relation thereto, for EMC to be considered “Verified EMC” and therefore subject to the Conversion Process, You will have to meet the following requirements (the “Requirements”) in addition to any specific requirements that may be required for each Pool in their specific regulation, if any:
1. You must not have made abusive use of EtherMail at any time. By way of example but not limitation, the following actions shall be considered abusive use:
a. Connecting to an irregular number of accounts from the same IP address;
b. In relation to the Advertising Campaign Rewards, read or send a very large number of emails which indicate that the service is being abused and unrealistically used or which has been used by means of automatic mechanisms or programs. In this regard, the Company shall determine, at its sole discretion, what shall be considered a very large number of mails from time to time;
c. Inviting a very large number of Users that did not have any transactions on the blockchain. In this regard, the Company shall determine, at its sole discretion, what shall be considered a very large number of Users from time to time;
d. Signing up from a domain which the Company has blacklisted both before and after the signing up;
e. Signing up with fake or temporary emails accounts or accounts specially created to make fraudulent use of the services provided by the Company; and
e. Any other action that the Company considers to be an abuse of use and contrary to these Terms
In the event that the Company determines that You have made abusive use of EtherMail at any time, You will be ineligible for the Conversion Process.
2. You must have the EtherMail app installed;
3. You may not have entered into or have in force any kind of private contract with the Company, by virtue of which You have obtained or will obtain EMC; and
4. You have been an engaged and active user during the period of time to be established on each Pool's website (e.g. have read or written an email on the EtherMail platform).
(ii) In addition, You will have to provide a series of KYC information and other proof documents to the Company when you claim your EMT. Depending on the amount of EMC accumulated and EMT You can potentially obtain from the conversion of its EMC (the “Relevant Information”), the information to be provided by You will be:
| EMC Range on launch | KYC | Other requirements |
|---|---|---|
| 0-5.000 | First Name, Last name, secondary Email | App Installed, post on social media |
| 5.001-10.000 | + simple ID verification by a third party KYC service offered as part of the program | App Installed, post on social media |
| 10.001-50.000 | + ID verification extensive by a third party KYC service offered as part of the program | App Installed, post on social media |
| >50.000 | + Address verified by a utility or telephone bill | App Installed, Proof of how users were acquired, post on social media |
(iii) Compliance with the Requirements and the provision of the Relevant Information is hereinafter defined as the KYC Process. In this regard, You may complete the KYC Process at any time from the creation of the relevant Pool until the day indicated by the Company on each Pool's website. The Company will individually analyse the information and decide whether or not You comply and You are eligible to participate in the Conversion Process and therefore, Company will allocate your verified EMC to the EMC Pool. Such period (the “Qualifying Period”) will begin approximately forty (40) days prior to the closing of the Pool and last ten (10) days, Its termination will determine (i) the commencement of the Claiming Period (the “Claiming Period”) (defined below) and (ii) the launch of a new Pool.
If the Company understands that You do not meet the Requirements or have not correctly provided the Relevant Information and, therefore, you do not pass KYC Process, You will not be able to participate in the Conversion Process and You will lose Your EMC, without any indemnification obligation on the part of the Company.
(iv) After the end of the Qualifying Period and if the Company decides that You are eligible to participate in the Conversion Process, the Company will include your wallet in a smart contract with the number of EMT You are entitled to claim taking into account the Conversion Ratio. In this regard, it is hereby noted that any required gas fees for the transfer will be borne by You.
(v) Thereafter, during a period of thirty (30) days since the end of the Qualifying Period, You will be able to redeem your EMT with your wallet (the “Claiming Period”). To do so, you will have to interact with the smart contract by visiting the relevant Pools’ websites.
(vi) After the end of the Claiming Period, any not claimed EMT, will be recovered by the Company and will be available for future campaigns that it conducts. In this regard, you will NOT be entitled to claim these EMT, even though You have eventually fulfilled any of the requirements and procedures described in this Annex.
6.Initial Pools
6.1 As an exception, and given that the Company has already been issuing EMC in favour of Beneficiaries but has not yet carried out the EMT initial Token sale (the “EMT Initial Token Sale”), the two initial Conversion Pools created by the Company, Pool 0 and Pool 1, shall be subject the following particular conditions:
a) The first Conversion Pool (“Pool 0”) shall have a Pool Period which shall lapse from the date of issuance of the first EMC by the Company and until 23. April 2024. This Pool 0 shall therefore account for all verified EMC earned by Beneficiaries during such period.
b) The second Conversion Pool (“Pool 1”) shall have a Pool Period which shall lapse from 24 April 2024 and until the earlier of (i) a token generation event or (ii) when the Company decides at its discretion to close Pool 1. This Pool 1 shall therefore account for all verified EMC earned by Beneficiaries during such period.
c) The injection of EMT in each of Pool 0 and Pool 1, shall be carried out as soon as reasonably practicable after the EMT Initial Token Sale, and shall be calculated taking into account in the same terms referred in clause 4 above, but at a stabilized price, to be determined during the months after the EMT Initial Token Generation Event as the Company may decide in its sole discretion.
d) The Conversion Process shall commence for both Pools as soon as the Company is in a position to inject EMT in the relevant Pools after the EMT Initial Token Generation Event. This date shall be notified by the Company to the Beneficiaries. The rest of terms for the Conversion Process contained in this Annex shall apply unaltered.
7.Termination
7.1 To the fullest extent permitted by applicable law, EtherMail reserves the right, without notice and in our sole discretion, to prevent you from participating in the Conversion Process described in this Annex and to block or prevent your future access to and use of the Platform, including where we reasonably consider that: (a) your use of the Platform violates this Annex or applicable law; (b) You fraudulently use or misuse the Platform; or (c) we are unable to continue allowing You to participate in the Conversion Process due to technical or legitimate business reasons. Our right to exercise the right described in this clause includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions or accounts. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (i) the Conversion Process, (ii) any term of this Annex, (iii) any policy or practice of the Company related to the Conversion Process, or (iv) any content or information transmitted through the Services, is to terminate your Account and to discontinue use of any and all parts of the Services or the Platform.