2️Token Sale Terms and Condtions
This agreement and the terms and clauses contained therein (hereinafter: the/this “Terms”) apply to the purchase, use, receipt, trading and/or any other use (in the widest sense) of the future cryptographic tokens (hereinafter: the “Token(s)”) which are to be issued by the issuer thereof as specified on the relevant ‘project page’ on the relevant ‘launchpad’ (hereinafter: the “Project Page”) used by [said issuing party (hereinafter: the “Issuing Party”).
Upon acceptance of these Terms by you, either by acknowledgment and/or receipt of the Tokens, a legally binding agreement is formed between you and the Issuing Party, of which agreement these Terms form an integral part.
You (hereinafter: the “Participant”) and the Issuing Party are hereinafter jointly referred to as: the “Parties”.
RECITALS:
A. The Issuing Party exploits a business that is engaged in the development of a blockchain-based project, which is further described on the Project Page as well as in the Issuing Party’s pitch deck, whitepaper, and/or other relevant Project documentation (whichever is applicable, hereinafter: the “Project Documentation”).
B. Under and in connection with the Project, the Tokens are to be issued by the Issuing Party to participants and/or contributors and users of the Project. The Tokens will play a central role under and in connection with the Project and are envisaged to have the (future) functionalities as described on the Project Page as well as in the Project Documentation.
C. Participant is interested in the Project and therefore wants to participate and obtain, interact with and/or use (in the widest sense) the Tokens, which can only and must at all times be done exclusively in accordance with the terms and conditions set forth in these Terms.
D. Participant realises that the Project is and can be very high-risk, which means that, among other things but not limited to that, there is a significant risk for Participant that the Tokens (in the end) will not represent any, or only very limited, actual monetary value, and that, in addition thereto, Participant specifically, but not limited to that:
i. does not have any opportunity to acquire shares or similar (property and/or equity) rights in the Issuing Party’s capital;
ii. will not receive any dividend in any form whatsoever;
iii. will not obtain any control over or in the Issuing Party, or any other legal entity, in any form whatsoever;
iv. is not entitled to any repayment with regard to the Tokens in any form whatsoever, unless stated otherwise in these Terms;
v. is not entitled to any interest compensation in any form whatsoever;
vi. is not entitled to any (property) right regarding the (intellectual property rights with regard to the) Project in any form whatsoever, while the Issuing Party will not provide the Project’s source code to Participant, in any form whatsoever;
vii. realises that the Tokens may lose their value in part or in full;
viii. realises that the Tokens may not always be transferable and/or exchangeable (e.g. to the extent that there is no buyer at hand);
ix. realises that the Tokens may not be liquid;
x. realises that these Terms do not constitute an offer or solicitation to sell financial instruments, whereas any such offer or solicitation to sell financial instruments can be made only by means of a prospectus or other offering documents pursuant to applicable law;
xi. realises that multiple other parties will also obtain Tokens, which means that there is no exclusivity for Participant in any form whatsoever;
xii. realises that the Project’s development is not yet finalised which means that the Project may be changed (for example the blockchain network on which it is based) and/or not be feasible for technical, economic, commercial or other reasons, in which case Participant does not have any right to compel the Issuing Party to continue developing the Project, and/or to compel the Issuing Party to carry out and/or to cause others to carry out any other action(s);
xiii. realises that the Tokens have not been created and issued yet, which means it may be possible that the Tokens cannot (in practice) be issued and/or exchanged as a result of (changed) market conditions, (amended) legislation, (changed) points of view on the part of the regulators and/or for other reasons, so that it is not certain that Participant will actually obtain the Tokens. However, as stated in Article 4.1, the Issuing Party will use its best commercial efforts to provide, or cause to provide, that the Tokens will be created and be issued to Participant and other parties like Participant; and
xiv. Participant is not entitled to personally or via (a) class action(s) hold the Issuing Party, its advisors, shareholders and/or its directors, liable for any damages arising out of any of these or the foregoing recitals, nor for any damages arising out of or in connection with (the execution of) these Terms as a whole and/or the Project.
E. In order to illustrate the (technical) knowledge of Participant of the status and functioning of blockchain technology and the application thereof, Participant hereby acknowledges (that Participant realises and understands), amongst other things but not limited to, that:
i. blockchain is a new and largely unregulated form of interaction and doing business. Many jurisdictions have not yet adopted their legal systems to this up and coming application of technology. As a result of this, upcoming changes in legal systems and/or other circumstances may result in substantial changes in the blockchain application and/or the (execution of the) Project, which in turn may lead to (the complete) loss of (the value of) the Tokens;
ii. once the Tokens have been transferred by the Issuing Party, they are only accessible via a digital wallet. The wallet requires the means to store and access the private key. If either the private key or wallet is compromised this can result in the unrecoverable and permanent loss of the Tokens which are held in that wallet; and
iii. blockchain and the (underlying) software(products) are currently in an early development-stage and have not been proven to be without error. Therefore, the Issuing Party cannot give Participant and other parties like Participant any warranties regarding the errorless and hack-free functioning and performance of the Issuing Party’s network, the Project and/or the blockchain(s) on which they are based.
F. Participant realises and acknowledges that the Project is still in the process of development and this development has no fixed timeline or deadline. The Issuing Party is the sole representative of the Project. The issuing and distribution of the Tokens is planned on a best effort basis. Participant realises and acknowledges that digital tokens and other blockchain-related technologies are new and untested, and are thus inherently risky. The Issuing Party is not responsible for any non-performance resulting from adverse changes in market forces or the technology. In addition, Participant has been warned and understands amongst others, but not limited thereto, the following risks:
i. legal risks regarding securities regulations;
ii. risks associated with blockchain-related technologies;
iii. risks of unfavourable regulatory actions;
iv. risks of cyber theft and hacking;
v. risks of security weakness of codes & software;
vi. weaknesses of cryptography & mining attacks;
vii. risk of loss of value of the Tokens;
viii. the Issuing Party may not meet Participant’s expectations;
ix. the Project may never be completed;
x. regulatory risks associated with the Tokens and/or the Project; and/or
xi. risks of losing any amounts invested in the Tokens.
G. Participant realises and acknowledges that these Terms does not constitute an offer or invitation to subscribe for or to purchase any securities nor solicit any investment in any jurisdiction. Participant agrees to seek professional advice if he or she is in any doubt as to any aspect of these Terms.
HAVE AGREED AS FOLLOWS:
1. Interpretation
1.1. In these Terms, the capitalised words have the following meaning:
Allocated Tokens | a specific number of Tokens that Participant may obtain from the Issuing Party under these Terms, as described in Article 2 |
Article | an article of these Terms |
Applicable law | the law of Panama |
Issuing Party | the party issuing the Tokens as specified on the Project Page |
Participant | you, a party to these Terms |
Parties | the Issuing Party and you, jointly |
Project | he project of the Issuing Party, as further specified on the Project Page |
Project Documentation | the Issuing Party’s documentation in relation to the Project, which can be found on the Project Page |
Project Page | the relevant ‘project page’ on the relevant ‘launchpad’ which is used by the Issuing Party to issue the Tokens |
Terms | these terms and conditions |
TGE | Token generation event; the date on which the Tokens are publicly released |
Tokens | cryptographic tokens that play a central part in the Project and its accompanying functionalities, to be issued by the Issuing Party, as further specified on the Project Page |
1.2. These definitions apply in the singular form as well as in the plural form of these definitions.
1.3. The contents of the recitals in these Terms form an integral part of what the Parties have agreed upon.
2. Acquisition of Tokens
2.1. Participant may obtain Tokens from the Issuing Party by participating in an acquisition and/or launch event as indicated on the Project Page. The Allocated Tokens that Participant may obtain from the Issuing Party is dependent on the purchase price per Token as well as the amount in cryptocurrency that Participant transfers to the Issuing Party. The modalities and specifics of which are to be indicated on the Project Page.
2.2. The distribution of the Allocated Tokens by the Issuing Party to Participant is subjected to the following cumulative conditions precedent, the fulfilment of which is to be determined at the sole discretion of the Issuing Party and/or a third party designated by the Issuing Party:
i. the Issuing Party has unconditionally received the purchase price for the Allocated Tokens from Participant;
ii. the Issuing Party has received the proof of payment as described in sub i. above;
iii. Participant successfully passes and is in continuous compliance with the KYC and AML checks and procedures applied by the Issuing Party and/or a third party designated thereto by the Issuing Party (as stated in Article 3.1);
iv. the creation of the Tokens takes place; and
v. the TGE takes place.
2.3. Any transaction fees however named are for the account of Participant and the exchange rate(s) with regard to and/or in relation to the Tokens and/or the purchase price (if applicable) is exclusively determined by the Issuing Party and/or a third party designated by the Issuing Party.
3. Obligations of Participant
3.1. Participant shall provide any and all information required by the Issuing Party and/or a third party designated by the Issuing Party, amongst other things (but not limited thereto) to perform the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by the Issuing Party and/or a third party designated thereto by the Issuing Party. Participant is obligated to update any and all information provided to the extent such information is no longer accurate and correct. This shall be the sole responsibility of Participant himself/herself. Participant remains obliged towards the Issuing Party, to provide any information and/or produce any document to enable the Issuing Party to comply with any contractual, factual and/or statutory obligations of itself towards authorities and/or (financial) service providers, such as (but not limited thereto) banks, payment service providers and exchanges.
3.2. Participant is solely responsible for determining what, if any, taxes apply in the jurisdiction of Participant regarding entering into these Terms, including, for example, sales, use, value added, and similar taxes. It is also the sole responsibility of Participant to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Issuing Party is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from Participant entering into these Terms, in any form whatsoever.
4. The Project and Tokens
4.1. The Issuing Party shall use its commercial best efforts to provide, or cause to provide, (i) the (finalisation of the) development of the Project, (ii) that the creation of the Tokens takes place, (iii) that the TGE takes place and (iv) to ensure that Participant will obtain the Allocated Tokens.
4.2. The Tokens are envisaged to be distributed by the Issuing Party as soon as reasonably and commercially possible after (the completion of) the TGE. The vesting schedule, lock-up period and/or any other (technical) specification of (the delivery) of the Tokens will be indicated on the Project Page. The Issuing Party has the right (but not the obligation) to change the vesting schedule unilaterally, whereby any such change(s) will at all times be communicated to Participant.
5. Representations and warranties from Participant to the Issuing Party
5.1. By entering into these Terms, Participant represents and warrants to the Issuing Party that:
i. Participant is over 18 (eighteen) years old and has experience in interacting and dealing with cryptographic tokens such as the Token and understands the risks involved therewith, as indicated in these Terms;
ii. Participant is legally permitted under the laws applicable to him/her to enter into these Terms and is allowed and capable to acquire, receive, use, hold and/or interact with (in the widest sense) the Tokens;
iii. the initiative to enter into these Terms lies solely with Participant, whereas the Issuing Party did not offer or solicit the Tokens to Participant;
iv. Participant is not involved in any proceedings or disputes related to these Terms, the Tokens and/or the Project;
v. entering into these Terms does not constitute an attributable breach on the part of Participant with respect to one or more third parties;
vi. the (content(s) of the) information and documents that Participant has provided and/or will provide during the execution of these Terms to the Issuing Party in relation to (the execution of) these Terms, including but not limited to the information and documents with regard to the KYC and AML procedures, are correct, accurate, true and not in any way misleading or fabricated;
vii. the wallet (address) in or via which the Participant holds the Tokens is a wallet (address) that is exclusively controlled and used by Participant, whereas (for avoidance of doubt) said wallet (address) is not a wallet held with an exchange, nor a wallet (address) that is (also) used by anybody else;
viii. what has been included in the recitals of these Terms is correct, while Participant is aware of, and warrants that he/she is aware of, and understands the risks as described in the recitals of these Terms;
ix. Participant confirms that he/she fully understands the nature of these Terms and that more information as to the Tokens and/or the Project may become available towards potential participants of the Project - and Participant as well - at a later stage. However, Participant accepts the risks involved with entering into these Terms without having received such further information prior to his entering into these Terms;
x. Participant is entering into these Terms to provide or receive (future) services with respect to the Project and to support the development, testing, deployment and operation of the Project;
xi. Participant will comply with any applicable legal and tax obligations in the jurisdiction of Participant arising from Participant entering into these Terms;
xii. Participant intends to obtain the Tokens and enters into these Terms exclusively for himself/herself and not (also) for and/or on behalf of anybody else; and
xiii. Participant (whether as an individual or legal entity) is not a resident of or registered in, any of the Restricted Locations. For the purpose of this Agreement, “Restricted Locations” shall include the United States (including US territories, such as Puerto Rico, Guam, the Northern Mariana Islands, American Samoa, and etc.), Singapore, the mainland of Hong Kong, Malaysia, Ontario Canada, Crimea and Luhansk/Donetsk regions (the list of “Restricted Locations” may be updated from time to time at the Platform’s sole and absolute discretion).
xiv. Participant (whether as an individual or legal entity) is not on any sanction lists of competent authority, including but not limited to the sanction lists of Panama, the sanction lists of international laws and conventions to which Panama is a party and other applicable sanction lists.
6. Warranties and liability
6.1. Unless stated otherwise in these Terms, the Issuing Party is not bound to give Participant any warranty, indemnity or a combination thereof regarding the Tokens, the Project, these Terms and/or any other respect in any form whatsoever.
6.2. By entering into these Terms, Participant acknowledges and agrees that Participant will not hold the Issuing Party, its directors, its employees and/or any third party involved with (the creation and/or execution of) these Terms, the Tokens and/or the Project liable for any and all damages caused by and/or related to these Terms, the Tokens and/or to the Project. Participant is not entitled to personally or via a class action hold the Issuing Party, its directors, its employees and/or any third party involved with (the creation of these Terms, the Tokens and/or the Project liable or file for claims for any damages arising out of or in connection with these Terms, the Tokens and/or the Project.
6.3. By entering into these Terms Participant acknowledges and agrees that Participant will indemnify the Issuing Party, its directors, its employees and/or any third party involved with (the creation and/or execution of) these Terms, the Tokens and/or the Project against (any) third-party claim(s), including, but not limited to, the claims which arise from Participant entering into these Terms and/or a breach of any or all representations as described in Article 5.
6.4. Involved third parties as included in Articles 6.2 and 6.3 explicitly include, but shall not be limited to, launchpad (service) providers and/or any (other) third party involved with the promotion and distribution of the Project and/or the Tokens.
7. Confidentiality
7.1. Parties hereby agree to maintain strict confidentiality with regard to these Terms, the information and data related to these Terms and the Project.
7.2. Parties agree to use the information and data as described in these Terms, as well as any information and/or documents in relation to these Terms, the Tokens and/or the Project, including (any) other information and data that Parties should reasonably consider to be confidential, with strict confidentiality and exclusively for the performance and execution of these Terms and to refrain from using that information and data for commercial or other use.
8. Term and survival
8.1. The duration the applicability of these Terms has no ending or fixed date and remains into force for an indefinite period of time.
8.2. Any and all obligations set forth in Articles 2, 3, 5, 6, 7 and 9 shall survive the termination, annulment and/or dissolvement of these Terms indefinitely.
9. Other provisions
9.1. These Terms may be amended or supplemented unilaterally by the Issuing Party.
9.2. These Terms include all the arrangements between the Parties relating to the content of these Terms, including but not limited thereto the Tokens and the Project, and replaces all the previously written and oral arrangements made between the Parties relating thereto. No other agreement(s) or general terms and conditions other than these Terms are applicable to the legal relationship that exists between the Parties and that is governed by these Terms. The applicability of any such other agreement(s) or general terms and conditions is hereby explicitly excluded and waived.
9.3. If a provision of these Terms turns out to be void or non-binding, Parties continue to be bound to the other provisions of these Terms.
9.4. Participant hereby waives his/her rights to terminate, annul and/or dissolve these Terms, or cause it to be terminated, annulled or dissolved, on any grounds whatsoever. Furthermore, Participant waives his/her right to demand these Terms to be amended on any grounds whatsoever.
9.5. The rights and powers vested in Participant to rely on a settlement, setoff and/or suspension are excluded with the exception of the provisions in these Terms in this regard.
9.6. Claims and/or rights that may ensue from (the execution of) these Terms cannot be transferred without the prior written consent of the Issuing Party.
9.7. These Terms and any non-contractual obligations arising out of or in connection with these Terms, the Tokens and/or the Project are solely and exclusively governed by and shall be construed in accordance with the laws of Panama.
9.8. Any disputes arising out of or in connection with the Tokens, these Terms, the execution thereof and/or the Project, including regarding the existence or validity of these Terms, and any rights and/or non-contractual obligations arising out of or in connection with these Terms, the Tokens and/or the Project, are subject to arbitration before Center of Arbitration and Conciliation of Panama (CECAP) and in accordance with the Arbitration Rules of the NAI. The place of arbitration shall be Panama city, Panama. The proceedings shall be conducted in English. The (procedural) laws of PAnamas shall be exclusively applicable and applied in any such arbitration proceeding(s) before the CECAP.
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