This document sets forth the terms and conditions for the sale of Tokens (as defined below) by Black Foundation OÜ.
IF YOU ARE A UNITED STATES CITIZEN OR PERMANENT RESIDENT OF THE UNITED STATES, OR YOU ARE ON THE TERRITORY OF THE UNITED STATES OR ANY OTHER POSSESSION OF THE UNITED STATES AT THE TIME OF PURCHASE OF TOKENS, OR YOU HAVE A PRIMARY RESIDENCE OR DOMICILE IN THE UNITED STATES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, ANY OTHER POSSESSION OF THE UNITED STATES, OR YOU ARE A CITIZEN OF ANY OTHER JURISDICTION WHERE THE CREATION AND/OR SALE OF THE TOKENS WILL BE ILLEGAL OR SUBJECT TO ANY REQUIREMENT FOR REGISTRATION, LICENSING OR LOCK-UP, YOU ARE NOT ELIGIBLE TO PURCHASE TOKENS.
Your purchase of Black Platform Tokens (the “Tokens”) from Black Foundation OÜ, an Estonian limited liability company registered in the Estonian Commercial Register with no. 14349717, or its affiliates (such selling entity, the “Company,” “we,” or “us”) is subject to the terms and conditions set out in this document and any terms and conditions incorporated by reference (the “Terms”). Each of you and the Company is a “Party” and, together, the “Parties.”
If you are purchasing Tokens on behalf of any entity, references to “you” in these Terms refer to you and such entity, both jointly and severally.
By purchasing Tokens from us, you will be bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]/newsite/version-2
You and the Company agree as follows:
The Company intends to sell a total of up to 315,625,000.00 Tokens (the “Total Sale Supply”) during the Sale (as defined in Exhibit A). You acknowledge that in addition to the Total Sale Supply, the Company may issue up to 471,082,089.55 Tokens to be distributed pursuant to the decisions of the Company, including amongst the founders, team and advisors of the Platform (as defined below).
2. COMMENCEMENT AND DURATION OF THE SALE
4. PURCHASE AND SALE OF TOKENS
5. RIGHTS ARISING FROM TOKENS
6. POSSIBLE MIGRATION OF TOKENS
7. SCOPE OF TERMS
8. CANCELLATION; REFUSAL OF PURCHASE REQUESTS
9. TOKEN CREATION AND ALLOCATION
Important information about the Company’s creation and intended use of the Tokens is provided in Exhibit A. By purchasing Tokens, you acknowledge that you have read, understand, and have no objection to Exhibit A.
10. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are risks associated with purchasing, owning, and using Tokens. Some of the risks, which we consider material, are disclosed and explained in Exhibit C. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
12. PERSONAL INFORMATION
14. REPRESENTATIONS AND WARRANTIES
By sending any amount of Payment Currency to us and by taking the delivery of any Tokens, you represent, warrant and covenant that:
17. LIMITATION OF LIABILITY
19. GOVERNING LAW AND JURISDICTION
Exhibit A. Creation and Allocation of Tokens by the Company
The Company will create a fixed supply equal to the Total Sale Supply to be offered for public sale pursuant to the Pre-Sale Stage and the Crowd-sale Stage (together, the “Sale”). The Tokens forming the Total Sale Supply as well as any additional Tokens released to specified individuals are to be allocated as follows:
Proceeds collected from the Sale will be estimated to be used as follows:
EXHIBIT B. ELIGIBILITY CRITERIA
You are not eligible to purchase any Tokens if:
Notwithstanding the foregoing, you have the right to offer purchasing Tokens if you clearly and sufficiently prove to us that:
Notwithstanding anything to the contrary in the Terms, we reserve the absolute right to choose to whom to sell Tokens. Even if you are eligible to purchase Tokens in accordance with the above terms, we may decide, in our absolute discretion, not to sell you any Tokens.
EXHIBIT C. CERTAIN RISKS RELATING TO PURCHASE, SALE, AND USE OF TOKENS
IMPORTANT NOTE: AS NOTED ELSEWHERE IN THESE TERMS, THE TOKENS ARE NOT BEING STRUCTURED OR SOLD AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED IN THIS EXHIBIT C IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE INTENDED. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS EXHIBIT C, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING FROM SUCH INFORMATION.
By purchasing, owning, and/or using Tokens, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to precisely follow the procedures set forth in the Terms for buying and receiving Tokens, including, for instance, if you provide an incorrect Token Receipt Address, or provide an address that is not ERC-20 compatible, may result in the loss of your Tokens. Any loss of private keys relating to digital wallets used to store blockchain assets could have an adverse effect on you, the Tokens, and the Company.
Because Tokens and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Platform, including the utility of the Tokens for obtaining Services (if and to the extent the Company will enable using the Tokens for that purpose), by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating Token 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 Platform and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens. Mining attacks may also target other blockchain networks with which the Tokens interact, which may consequently significantly impact the Tokens.
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and the Tokens, including the utility of the Tokens for obtaining the Services (if and to the extent the Company will enable using the Tokens for that purpose). Attacks by hackers could result in a theft of Tokens or of the proceeds of our Sale. Such attacks have already had such results in the case of cryptographic tokens sold by other companies.
The Tokens are intended to be used solely within the Platform and the Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services (if and to the extent the Company will enable using the Tokens for that purpose).
You may not be able to sell the Tokens to any third person. Even if secondary trading of Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Unlike certain bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the U.S. Federal Deposit Insurance Corporation, or private insurance arranged by the Company, to offer recourse to you.
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the Tokens. Regulatory actions could negatively impact the Platform and the Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative platforms or ecosystems could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternatives, which could negatively impact the Platform and Tokens, including the utility of the Tokens for obtaining Services (if and to the extent the Company will enable using the Tokens for that purpose).
It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of the Tokens, including the utility of the Tokens for obtaining Services (if and to the extent the Company will enable using the Tokens for that purpose).
The Platform is still under development and may undergo significant changes over time. Although we intend for the Tokens and Platform to function as described in the Whitepaper, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or Platform for any number of legitimate reasons. Moreover, we have no control over how other participants will use the Platform, what products or services will be offered through the Platform by third parties, or how third-party products and services will utilize Tokens (if at all). This could create the risk that the Tokens or Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and participate in the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and Tokens, and the potential utility of the Tokens, including the utility of the Tokens for obtaining Services (if and to the extent the Company will enable using the Tokens for that purpose).
The Company is at the stage of pre-release and alpha testing and development as of the date of these Terms and its philosophy, architecture, code and other technical specifications and parameters may be updated and changed frequently. While the Company has used commercially reasonable efforts to ensure that the Whitepaper contains up-to-date information on the Company, it is not complete or comprehensive. The Company is not in a position, nor obliged, to keep the purchasers updated on every detail of its development (including its progress and expected milestones regardless of whether rescheduled or not) and therefore will not necessarily provide the purchasers with timely and full access to information relating to the development of the Platform. The insufficiency of information, as described above, is inevitable and reasonable.
If the value of the US Dollar, ETH, BTC, LTC fluctuates unfavorably during or after the time of purchase of Tokens, we may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that is intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of ETH and/or BTC, including uncertainties created by the lack of resolution to the bitcoin scaling debate, the possibility of a so-called “Hard Fork” of bitcoin if one of the competing camps in the scaling debate decides to force the issue; another DAO-like attack on the Ethereum network; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of the US Dollar, ETH, BTC, LTC (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, including their utility for obtaining Services (if and to the extent the Company will enable using the Tokens for that purpose), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate or the Company may dissolve.
Because Tokens confer no governance rights of any kind with respect to the Platform or the Company, all decisions involving the Company’s products or services within the Platform or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the Platform, to create and sell more Tokens for use in the Platform, or to sell or liquidate the Company. These decisions could adversely affect the Platform and the utility of any Tokens you own, including their utility for obtaining Services (if and to the extent the Company will enable using the Tokens for that purpose).
The identity verification industry, and by extension the Platform, is subject to a variety of federal, state and international laws and regulations, including those with respect to KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could impact the utility of the Tokens in the Platform. Additionally, the Platform participants are subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and the Tokens, including the Tokens’ utility for obtaining the Services (if and to the extent the Company will enable using the Tokens for that purpose).
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit B, there are other risks associated with your purchase, possession, and use of the Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.
Foreign judgements against the Company could be difficult to enforce. The Company is incorporated in Estonia. The recognition and enforcement of the judgments and other execution documents of member states of the European Union is subject to the restrictions and limitations set forth in the Regulation (EU) 1215/2012 or Regulation (EC) No 805/2004 of the European Parliament and of the Council. The recognition and enforcement of the judgments and other execution documents of any other foreign country is subject to the restrictions and limitations set forth in the Estonian Code of Civil Procedure. A judgment of any such foreign countries is not recognized in Estonia inter alia if that judgment is (a) clearly contrary to the essential principles of Estonian law (public order); (b) in conflict with an earlier decision made in Estonia in the same matter between the same parties or if an action between the same parties has been filed with an Estonian court; (c) in conflict with a decision of a foreign court in the same matter between the same parties which has been earlier recognized or enforced in Estonia; or (d) in conflict with a decision made in a foreign state in the same matter between the same parties which has not been recognized in Estonia, provided that the earlier court decision of the foreign state is subject to recognition or enforcement in Estonia. Such judgment is also not recognized in Estonia in the event that the defendant was unable to reasonably defend the rights thereof or the court which made the decision did not make the decision in compliance with the provisions of Estonian law regulating international jurisdiction.
Because there is a lack of a central regulatory authority and structure and due to the global nature of digital assets and blockchain technologies, you may have no legal remedies or recourse against the Company, other users, holders, purchasers or sellers of Tokens, and any other person or entity that may interfere with the Company, Tokens, or your digital wallet.
From time to time, the Company may need additional capital to develop, operate or grow its business. The Company has allocated 67 per cent of the Tokens that may be issued as available for sale to purchasers, and has imposed a hard cap of 148,000,000 Sale Tokens. The Tokens sold in the Sale may be inadequate to fund the development of the Platform and Services and the Company’s business, and the Company may not be able to sell additional Tokens for any number of possible reasons.
After end of the Sale, any Tokens (or issuable upon conversion of other instruments we may sell) may be sold by the Company at prices and on other terms that differ from those in the Sale.
The Company’s ability to obtain additional capital will depend on demand, operating performance, the condition of the capital markets, and other factors. Additional capital may not be available on favorable terms when required, or at all.
Third parties may assert intellectual property claims against the Company and/or its users. If successful, such claims may result in reduced usage or functionality of the Platform. Even if unsuccessful, such claims may reduce confidence in the Platform, which would adversely affect the value of the Tokens.