Black Platform Token Purchase Agreement Terms of Sale

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:

1. GENERAL

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

2.1
The Company will conduct a sale of up to 315,625,000.00 Tokens during the Sale (as defined in Exhibit A).
2.1.1
The Sale shall consist of the following stages:
(a)
the Pre-Sale Stage (the “Pre-Sale Stage”), which will commence at 9.00 am GMT on 2018-10-01 (the “Pre-Sale Launch Date”) and end at 9.00 am GMT on 2018-10-31 or such other date as we, in our sole and absolute discretion, may set (the “Pre-Sale End Date”);
(b)
the Crowd-sale Stage (the “Crowd-sale Stage”), which will begin at 9.00 am GMT on 2018-11-01 the Pre-Sale End Date (the “Crowd-sale Launch Date”) and end at 9.00 am on 2018-11-30 the earlier of:  (i) the date that is 30 days after the Crowd-sale Launch Date; (ii) the sale of the entire Total Sale Supply; or (iii) such other date as we in our sole and absolute discretion may set (the “End Date”).

3. ELIGIBILITY

3.1
To be eligible to participate in the Sale and to make a purchase you will have to log into https://www.black.insure/newsite/version-2/tokensale (the “Sales Portal”) and provide us with:
(a)
your user credentials, including email address, legal name of purchaser (full name or company name) and country; and
(b)
any other information and documents, which we have requested.
3.2
To be eligible to participate in the Sale and to make a purchase you must also:
(a)
have a wallet capable of storing Ethereum tokens (ERC-20 standard) in order to receive any Tokens you purchase from us and
(b)
provide the address for that wallet (the “Token Receipt Address”).
3.3
We reserve the right to prescribe additional guidance regarding specific wallet requirements. We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from the failure to provide a, or providing an inaccurate or incomplete, refund address or Token Receipt Address.
3.4
You are not eligible to purchase any Tokens from us and are requested not to take any actions to purchase the Tokens if:
(a)
Unless you are an accredited investor as defined in Regulation D (Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933), 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
(b)
you are a citizen or permanent resident of any other jurisdiction where the issue of the Tokens will be illegal or subject to any requirement for registration, licensing or lock-up, you are not eligible to purchase any Tokens; or
(c)
you do not meet the eligibility criteria set forth in Exhibit B.

4. PURCHASE AND SALE OF TOKENS

4.1
Payment Currencies. You must pay for Tokens in Bitcoin (BTC), Litecoin (LTC) or Ether (ETH) (as applicable, the “Payment Currency”). We reserve the right, in our sole discretion, to:
(a)
modify any of the procedures described herein including, but not limited to, adding further currencies and crypto currencies to be used as a Payment Currency, removing a currency or a crypto currency as a Payment Currency, and introducing alternative methods of payment including but not limited to wire transfer, as we may notify from time to time on the Sales Portal; and
(b)
modify these Terms accordingly.
4.2
Minimum Payment. The value of each individual payment you make must equal or exceed 100 USD calculated using the ETH_RATE (as defined below) (the “Minimum Threshold”). A payment which does not meet the Minimum Threshold will be rejected.
4.3
Purchase Procedure. You must obtain the address for your Payment Currency in the Sales Portal. You can make your payment by sending your desired quantity of your Payment Currency. You can make more than one payment in different Payment Currencies described in Section 4.1 above and at different stages of the Sale before the End Date, subject to each individual payment exceeding the Minimum Threshold. For each separate payment, the number of Tokens corresponding to each such payment (the “Purchased Units”) is calculated as follows: 0.20 USD = 1 token
4.4
Technical Amendments. We reserve the right, in our sole discretion, to amend or modify any of the procedures described herein to account for network congestion or other technical challenges. Such amendments and modifications will take effect as soon as they have been published on our website (https://www.black.insure/newsite/version-2/) or otherwise notified to you.  
4.5
Binding Obligation to Purchase. Once you have paid any amount of the Payment Currency to us, we shall be deemed to have concluded a sales agreement under which:
(a)
you have an obligation to purchase the Purchase Unit of Tokens calculated in accordance with Section 4.3;
(b)
the amount of the Payment Currency to us shall be deemed paid as purchase price for the Purchase Unit of Tokens;
(c)
we will not have any obligation to sell any Tokens until we have released the respective Tokens to you in accordance with Section 4.6; and
(d)
we will not have any obligation to refund the amount of the Payment Currency that you have paid us except in accordance with Section 4.7;
(e)
if we release any Tokens in accordance with Section 4.6, you have an obligation take delivery of the respective Tokens.   
4.6
Release of Tokens. We will release the quantity of Tokens you purchase promptly after the End Date (provided, however, that we reserve the right to extend the Token release deadline for up to 4 additional weeks if necessary to address any unanticipated technical difficulties). For the avoidance of doubt, any such extension shall not affect our obligation to release, and for you to take delivery of, respectively, any Tokens purchased.
4.7
Refund. You acknowledge that we may not sell you any Tokens or may sell only a portion of Tokens for which you have paid. If we have not notified you of its decision to sell you the Tokens (such notice to be made in writing) or released you the Tokens in accordance with Section 4.6, we will refund the amount of Payment Currency that you have paid for the unsold Tokens (i.e. the Tokens for which you have paid us but which we do not sell you). Such amount will be refunded within 60 days after the end of the term for releasing Tokens in accordance with Section 4.6.

5. RIGHTS ARISING FROM TOKENS

5.1
Only the rights set out in this Section 5 arise from the Tokens.
5.2
The Company aims at keeping the holders of Tokens informed of its developments and activities.
5.3
The Company makes available to the holders of Tokens an official, regular and updated report on the status, financial situation and product development status of the Company. Through this report, each holder of a Token can track and confirm that the Company maintains a legal standing and progresses with the Company’s service development process described in the Whitepaper, as updated from time to time in the course of the service development (the “Whitepaper”). The Whitepaper and the reports set out in this Section are made available to the holders of the Tokens at the Company’s website (http://www.black.insure/newsite/version-2/) or otherwise electronically as notified by the Company via the Company’s website.
5.4
Tokens can be held and used at the sole discretion of the holder to the extent this does not contradict these Terms. The Company aspires to achieve the milestones described in the Whitepaper available at https://www.black.insure/newsite/version-2/whitepaper.pdf  (the “Whitepaper”). However, the Company makes no representations nor warrants that such milestones are achievable or will be achieved.
5.5
If the Company achieves all or part of the aspirations described in Whitepaper, the Company may, at its sole discretion, enable using Tokens for additional purposes, e.g. as a means of payment for certain services (the “Services”) within the Black Platform ecosystem (the “Platform”) if that would be compliant with all relevant laws applicable to the Company, the Tokens and/or holders of Tokens. If the use of Tokens determined by the Company would be incompliant with the laws of a specific jurisdiction (or several jurisdictions) (the Affected Jurisdictions), the Company may restrict using the Tokens by the holders residing in, located at or otherwise connected with the Affected Jurisdictions. If the Company decides to enable using Tokens for additional purposes, the Company shall notify the holders of the Tokens thereof the Company’s website (http://www.black.insure/newsite/version-2/) or otherwise electronically as notified by the Company via the Company’s website.
5.6
By purchasing Tokens from us, you acknowledge that he Services and the Platform have not yet been developed and their features may ultimately differ from the features described in the Whitepaper.
5.7
PURCHASE, OWNERSHIP, RECEIPT, OR POSSESSION OF THE TOKENS CARRIES NO RIGHTS, EXPRESS OR IMPLIED, OTHER THAN THE RIGHTS EXPRESSLY SET OUT ABOVE IN THIS SECTION 5. IN PARTICULAR, YOU UNDERSTAND AND ACCEPT THAT TOKENS DO NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE, SECURITY, OR EQUIVALENT RIGHTS, OR ANY RIGHT TO RECEIVE FUTURE REVENUE OR PROFIT SHARES, INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER FORM OF PARTICIPATION IN OR RELATING TO THE PLATFORM AND/OR THE COMPANY AND ITS CORPORATE AFFILIATES.
5.8
The Tokens are not intended to be a digital currency, security, commodity, or any kind of financial instrument.

6. POSSIBLE MIGRATION OF TOKENS

6.1
The Tokens are being created as tokens on the Ethereum blockchain. We reserve the right to migrate the Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Platform.
6.2
While we develop the Platform, we are not responsible or liable for the Platform or any third-party uses of the Tokens or the Platform. We will not have control over how other participants use the Platform and it is possible that the Platform could evolve over time in ways which diminish the utility of the Tokens. Additionally, we reserve the right to modify features, functionalities or development plans for any products or services that may be made available to the Platform participants at our sole and absolute discretion.
6.3
Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Platform, the Services, or any other operational matters, except with respect to the migration process. Although the Company does not at this time anticipate that it will require any Pre-existing Token holders to convert their Pre-existing Tokens to Replacement Tokens, the Company anticipates that there will be significant incentives for Pre-existing Token owners to do so, since the practical utility of Pre-existing Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant portion of the Platform participants. Accordingly, by accepting these Terms, you acknowledge and agree that in order for you to continue to participate in the Platform or obtain utility from the Tokens you may need to convert the Tokens you purchase under these Terms into Replacement Tokens in the future.
6.4
Should we decide to migrate the Tokens, we will notify you via the email address you provided to us at the time of purchase. You are solely responsible for updating us should your contact information change.

7. SCOPE OF TERMS

7.1
Unless otherwise stated herein, these Terms only govern your purchase of Tokens from the Company during the Sale.
7.2
Any use of Tokens may be governed by other applicable terms and conditions and policies established by us either before you purchase Tokens or afterwards.

8. CANCELLATION; REFUSAL OF PURCHASE REQUESTS

8.1
Subject to Sections 8.2 to 8.4, all purchases of Tokens from us under these Terms are final, and there are no refunds, redemptions or cancellations except as set forth herein or as may be required by applicable law or regulation.
8.2
Once you have paid any amount of the Payment Currency to us, you are not allowed to revoke, withdraw from, cancel or otherwise terminate or invalidate your obligations towards us arising from the Terms or any terms incorporated by reference, unless such right arises from the mandatory provisions of applicable laws (i.e. provisions of laws, which we cannot exclude by an agreement).
8.3
We aim at not selling any Tokens to consumers (i.e. natural persons who concludes a transaction not related to independent economic or professional activities). If, however, you are a consumer, you may cancel the purchase of Tokens within 14 days from the date when you instructed the payment of the Payment Currency for the Tokens. You may cancel the purchase by sending us a notice by e-mail to [email protected]/newsite/version-2 . If you are a consumer and cancel the purchase of Tokens in accordance with this Section:
(a)
no Tokens will be delivered to the consumer;
(b)
subject to the following conditions, we will refund you within 14 days from cancellation the payment for Tokens in the Payment Currency of the original payment:
(i)
we will deduct from the refund all costs and charges that we have incurred in connection with processing such refund (to the extent such deductions are allowed by the applicable law); and  
(ii)
if we have already delivered the Tokens to you, we will not refund before you have returned all the Tokens.
8.4
We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.

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.

11. SECURITY

11.1
You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold Tokens purchased from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).
11.2
If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any losses, costs, or expenses relating to lost access credentials.

12. PERSONAL INFORMATION

12.1
We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with selling Tokens to you.
12.2
You agree to provide us with such information promptly upon request and acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable laws or regulations.

13. TAXES

13.1
Any amounts that you pay for Tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities.
13.2
We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.

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:

14.1
You have read and understand these Terms (including all Exhibits) and the documents referred to herein and the contents of our website (http://www.black.insure/newsite/version-2/);
14.2
You and your representatives are and shall at all times be fluent in your understanding of written English and do not need to be provided with any native language translation of these Terms or of any other transaction documents related to these Terms in order to understand, assess or make any decision in respect of the Company, the purchase of Tokens or any related matters or risks;
14.3
YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING TOKENS, OWNING TOKENS, AND USING TOKENS, INCLUDING (BUT NOT NECESSARILY LIMITED TO) THE RISKS DESCRIBED IN EXHIBIT C;
14.4
You have sufficient understanding of technical and business matters (including those that relate to the Services and the Platform), cryptographic tokens (including Tokens), token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing Tokens;
14.5
You are a seasoned expert, technician and/or professional in the fields of blockchain, distributed ledger technology and crypto-tokens, cryptocurrency and financial markets and are fully aware of the risks associated with the development and use of the Services and the Platform;
14.6
You aim to acquire the Tokens without expectation of any profit or financial yield and do not contemplate the use of Tokens for any financial, speculative, illegal or unethical purpose;
14.7
Except where otherwise specifically communicated to and permitted by the Company in advance, you are participating in the Sale for your own benefit and are not acting as a nominee or agent for or on behalf of any third party;
14.8
You understand the restrictions and risks associated with the creation of Tokens as set forth herein, and acknowledge and assume all such risks;
14.9
You have obtained sufficient information about the Tokens and the Company and its business, operations and financial and other conditions and the development of the Platform to make an informed decision to purchase Tokens;
14.10
You understand that;
(a)
the Tokens confer only the rights specified in Section 5 and confer no other rights of any form with respect to the Platform, the Services or the Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; and
(c)
the Company does not have any legally binding obligation to grant the holders of Tokens any rights in addition to the rights specified in Section 5 and/or to enable using the Tokens for any additional purpose as set out in Section 5.5;
(d)
the Company does not have any legally binding obligation to grant the holders of Tokens any rights in addition to the rights specified in Section 5 and/or to enable using the Tokens for any additional purpose as set out in Section 5.5;
14.11
You are purchasing Tokens solely for the purpose of supporting the development, testing, deployment and operation of the Platform, and receiving the rights specified in Section 5. You are not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose;
14.12
You represent of being aware of the risks associated with the Company and the Platform;
14.13
Your purchase of Tokens complies with applicable laws and regulations in each jurisdiction, where you reside, are registered or located, or operate, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
14.14
You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;
14.15
If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, both jointly and severally);
14.16
If you are purchasing Tokens on behalf of any entity, you further represent and warrant that:
(a)
such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and
(b)
you are duly authorized by such legal entity to act on its behalf; and
14.17
You represent to us that:
(c)
you have the power to enter into and perform, and have taken all necessary action to authorise the entry into and performance of, these Terms and the transaction contemplated hereby;
(d)
the execution, delivery and performance of these Terms do not violate or conflict with any law applicable to you, any of your constitutional documents (if any), any order or judgment of any court or any administrative acts or guidelines of any administrative authority applicable to you or any of your assets or any contractual restriction binding on or affecting you or any of your assets;
(f)
your obligations under these Terms constitute your legal, valid and binding obligations enforceable with its terms;
(e)
all governmental and other consents and authorisations that are required to have been obtained by you with respect to these Terms or your obligations under these Terms have been obtained and are in full force and effect and all conditions of any such consents and authorizations have been complied with;
(g)
the execution, delivery and performance of these Terms does not damage your financial standing or the legitimate interests of your creditors;
14.18
None of the funds being used to purchase the Tokens are proceeds obtained or derived directly or indirectly as a result of illegal activities, and the funds being used to purchase the Tokens which will be advanced by you under these Terms will not represent proceeds of crime, money laundering or terrorist financing for the purposes of the Money Laundering and Terrorist Financing Prevention Act of Estonia (Rahapesu ja terrorismi rahastamise tõkestamise seadus) or any other law of any relevant jurisdiction regulating the use of proceeds of crime, money laundering or terrorist financing (the “Act”) and you acknowledge that the Company may in the future be required by law to disclose your name and other information relating to these Terms pursuant to the Act, and to the best of your knowledge, none of the funds to be provided by you to the Company are being tendered on behalf of a person or entity who has not been identified to you; and you will promptly notify the Company if you discover that any of such representations cease to be true, and will promptly provide the Company with all necessary information in connection therewith;
14.19
YOU ARE ELIGIBLE TO PURCHASE, HOLD AND USE THE TOKENS AND YOU AGREE THAT IF YOUR COUNTRY OF RESIDENCE OR OTHER CIRCUMSTANCES CHANGE SUCH THAT THE ABOVE REPRESENTATIONS ARE NO LONGER ACCURATE, YOU WILL IMMEDIATELY REFUSE TO ACCEPT DELIVERY OF TOKENS AND/OR CEASE HOLDING AND USING THE TOKENS;
14.20
You acknowledge that the Company may have made, either in writing or otherwise, forward-looking statements and assumptions regarding future market conditions, operations and results. The words “considers”, “intends”, “deems”, “expects”, “anticipates”, “plans” and similar expressions indicate some of these forward-looking statements. Other such statements may be identified from the context. You acknowledge and agree that any forward-looking statements made by the Company involve known and unknown risks, uncertainties and other factors which may cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Further, such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Any forecasts or indications of future results, performances and achievements involve uncertainties and are subject to certain risks, the occurrence of which could cause results to differ materially from those predicted in the forward-looking statements and from past results, performances or achievements. Further, actual events and financial outcomes may differ significantly from what is described in such statements as a result of the materialization of risks and other factors affecting the Company’s operations, including those described in Exhibit C to these Terms.
14.21
You warrant and represent that I am proficient in English and am able to both read and understand the English language and do not need to be provided with any native language translation of this document in order to understand, assess or make any decision in respect of this sale of Tokens, your purchase, your account, or any related matters or risks.
14.22
You accept and acknowledge the following:
(a)
Although the Company has taken reasonable steps to ensure the integrity and accuracy of information communicated, the Company nor any of its agents owe any duty of care to you, nor make any express or implied representation or warranty, and no responsibility or liability is accepted by any of them with respect to the adequacy, accuracy, completeness or reasonableness of the facts, opinions, estimates, forecasts, projections or other information in the Whitepaper or any further information, written or oral notice, or other document at any time provided in connection with the Tokens, the Platform, the Services or any other aspect of the activities of the Company. Nothing shall be relied upon as a promise or representation regarding any historic or current position or future events. The opinions, descriptions, plans and intentions expressed by the Company are those held by the authors at the date of the relevant communication and may be subject to change.
(b)
Any materials and information published by the Company, inter alia the Whitepaper, are intended for informational purposes only. It may not be considered investment advice, investment research, recommendation, solicitation of any kind or an endorsement, nor will it form a part of any investment decision or any other decision regarding the Tokens. You are solely responsible for determining whether acquisition of the Tokens is appropriate or suitable for you based on your investment objectives and financial situation. Any decisions or actions taken based on the information presented by the Company, inter alia in the Whitepaper, the Company’s website (http://www.black.insure/newsite/version-2/) or other content is done at your own risk and discretion.
(c)
There is no guarantee that the Company will be successful. No promises in terms of BLCK value or future performance are made.
14.23
You accept and acknowledge that Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
14.25
All of the above representations made by you shall be true, complete and not misleading on and from the first date you make a payment hereunder and throughout the Sale and thereafter. The Company reserves the right to reject or invalidate the payment by, and withhold the applicable Tokens from, any purchaser who has made a false representation in the sole judgment of the Company.

15. INDEMNIFICATION

15.1
To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to
(a)
your purchase or use of the Tokens;
(b)
your responsibilities or obligations under these Terms;
(c)
your breach of any of your representations, warranties or covenants contained in these Terms;
(d)
your violation of these Terms,
(e)
your violation of applicable laws or regulations, or
(f)
your violation of any rights of any other person or entity.
15.2
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 15.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company, or any other remedies available to the Company.

16. DISCLAIMERS

16.1
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US:
(a)
THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT;
(b)
WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED, AND
(c)
WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
16.2
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 16 may not apply to you.

17. LIMITATION OF LIABILITY

17.1
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
(a)
IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY LOST PROFITS AND/OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND
(b)
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.
17.2
THE LIMITATIONS SET FORTH IN SECTION 17.1 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR INTENTIONAL OR WILLFUL MISCONDUCT OF THE COMPANY.
17.3
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 17 may not apply to you.

18. RELEASE

18.1
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between participants in the Platform and the acts or omissions of any third parties. You expressly waive any rights you may have under your regional laws as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

19. GOVERNING LAW AND JURISDICTION

19.1
These Terms and any dispute or claim arising out of or in connection with these Terms, its subject matter or formation (including any non-contractual dispute or claim) are governed by and shall be construed in accordance with the laws of the Republic of Estonia, without giving effect to principles of conflicts of law.
19.2
Estonian jurisdiction .

20. SEVERABILITY

20.1
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, section, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, section, clause or provision, or any other term, clause or provision of these Terms.

21. MISCELLANEOUS

21.1
These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us.
21.2
You shall not assign your rights and obligations under these Terms, and no such assignment by you will be binding on the Company without the Company’s express written consent. We may assign our rights and obligations under these Terms.
21.5
Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
21.4
Purchasing Tokens from us does not create any form of partnership, joint venture, or any other similar relationship between you and us.
21.3
Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.

Exhibit A. Creation and Allocation of Tokens by the Company

Tokens

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:

(A)
the Total Sale Supply (i.e. 315,625,000.00 Tokens) will be made available for public sale (the “Sale Tokens”) during the Sale
(B)
A maximum on 471,082,089.55 Tokens will be created in total, all unsold tokens will be burned.

Proceeds

Proceeds collected from the Sale will be estimated to be used as follows:

(D)
1 per cent for Bounty program.
(C)
6 per cent for Advisors;
(B)
26 per cent for Team & Founders;
(A)
67 per cent for tokens distributed at sale;

EXHIBIT B. ELIGIBILITY CRITERIA

You are not eligible to purchase any Tokens if:

(1)
you are a citizen or permanent resident of any of the following jurisdictions (the “Restricted Jurisdictions”):
(a)
the United States of America, including but not limited to Puerto Rico, the U.S. Virgin Islands, or any other possession of the United States of America;
(b)
any other jurisdiction where the creation and/or sale of Tokens would be illegal or subject to any requirement for registration, licensing or lock-up or any other similar requirements;
(2)
you are on the territory of a Restricted Jurisdiction at the time of purchase of tokens, or
(3)
you have a primary residence or domicile in a Restricted Jurisdiction.

Notwithstanding the foregoing, you have the right to offer purchasing Tokens if you clearly and sufficiently prove to us that:

(1)
you are an accredited investor as defined in Regulation D (Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933); and/or
(4)
we may sell you Tokens pursuant to an exception arising from the laws of the relevant Restricted Jurisdiction and due to that exception:
(a)
by selling Tokens to you, we would not breach the laws of any Restricted Jurisdiction;
(b)
you have the right to purchase and hold Tokens and exercise the rights arising from Tokens in accordance with the terms and conditions of the Agreement.    

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:

(1)
Risk of Losing Access to Tokens Due to Loss of Private Key(s), Custodial Error or your Error

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.

(2)
Risks Associated with the Ethereum Protocol

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.

(3)
Risk of Mining Attacks

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.

(4)
Risk of Hacking and Security Weaknesses; Theft of 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.

(5)
Illiquidity; no Markets for Tokens

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.

(6)
Risk of Uninsured Losses

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.

(7)
Risks Associated with Uncertain Regulations and Enforcement Actions

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.

(8)
Risks Arising from Taxation

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.

(9)
Risk of Competing Platforms

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).

(10)
Risk of Insufficient Interest in the Platform

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).

(11)
Risks Associated with the Development and Maintenance of the Platform

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).

(12)
Risks Related to Insufficient Information Availability

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.

(13)
Risk of an Unfavorable Fluctuation of ETH, BTC, LTC Value

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.

(14)
Risk of Dissolution of the Company or the Platform

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.

(15)
Risks Arising from Lack of Governance Rights

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).

(16)
Risks Arising from the Identity Verification Market

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).

(17)
Unanticipated Risks

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.

(18)
Risks Related to Estonian Laws

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.

(19)
Lack of Central Regulatory Authority and Structure and Global Nature of Digital Assets

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.

(20)
The Company May Require Additional Capital and May Need to Sell Additional Tokens

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.

(21)
Intellectual Property Rights Claims May Impede the Company’s Business

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.