TERMS
AND CONDITIONS RELATING TO THE TOKEN SALE
28 January 2019
PLEASE
READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY. BY MAKING A
CONTRIBUTION TO BITTORRENT FOUNDATION (“Foundation”) FOR THE
PURCHASE OF BTT TOKENS (“BTT”) DURING THE TOKEN SALE (AS DEFINED
BELOW), YOU WILL BE BOUND BY THESE T&Cs AND ALL TERMS
INCORPORATED HEREIN BY REFERENCE.
BY
ACCEPTING THESE T&CS, YOU WILL BE ENTERING INTO A BINDING
AGREEMENT WITH FOUNDATION. THESE T&Cs CONTAIN PROVISIONS WHICH
AFFECT YOUR LEGAL RIGHTS. NOTE THAT CLAUSE 18 CONTAINS A BINDING
ARBITRATION CLAUSE. IF YOU DO NOT AGREE TO ANY OF THE TERMS SET OUT
IN THESE T&Cs, YOU BELIEVE THAT ANY TERMS SHOULD NOT APPLY TO
YOU, OR YOU WISH TO NEGOTIATE THESE TERMS, DO NOT MAKE A
CONTRIBUTION FOR THE PURCHASE OF BTT AND IMMEDIATELY NAVIGATE AWAY
FROM THE FOUNDATION’S WEBSITE (AS DEFINED BELOW).
IF
YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD
CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL
ADVISOR(S).
PROHIBITION
ON U.S AND CHINA CONTRIBUTORS.
Due
to legal and regulatory uncertainty in China and United States of
America (“Restricted Jurisdictions”), citizens and green card
holders of and persons residing in the Restricted Jurisdictions are
prohibited from making contributions to Foundation and
participating in the Token Sale (as defined below). Persons from
Restricted Jurisdictions that participate in the Token Sale (as
defined below) by providing false or inaccurate information about
their citizenship, residency and/or nationality shall be considered
perpetuating fraud and in breach of these T&Cs.
1. TOKEN SALES GENERAL
TERMS
1.1
DEFINITIONS: “Contributor”, “your” or “you” are to the
person/entity who accepts these T&Cs and agrees to and makes a
contribution to the Foundation as set out in and on the terms of
these T&Cs. You and the Foundation shall together be referred
to as the “Parties” and references to a “Party” shall be to the
relevant one of them as the context requires. If you have any
questions relating to these T&Cs, please contact us at
btt@bittorrent.com.
1.2
NOT AN INVESTMENT: Contributor should not purchase BTT for
investment or speculative purposes. The purchase of BTT
pursuant to these T&Cs is not designed for investment or
speculation purposes. The Foundation has no expectation of economic
benefit or profit to the Contributor of BTT.
1.3
NO OWNERSHIP INTEREST: Purchase of BTT does not provide
Contributor with any rights of any type with respect to Foundation,
including its revenue, assets, voting, redemption or any other
financial or legal rights.
1.4
INTELLECTUAL PROPERTY: Foundation retains all rights, title
and interest in all of the Foundation’s intellectual property,
including without limitation, inventions, ideas, discoveries,
software, marks, methods, information and data. Contributor
may not use any of Foundation’s intellectual property without
Foundations prior written consent.
2. TOKEN SALE PROCEDURES
AND SPECIFICATIONS
2.1
NAME OF TOKEN: BITTORRENT (BTT)
2.2
TOTAL SUPPLY: A total supply of 990,000,000,000 will be created.
This sale includes 59,400,000,000 BTT of the total.
2.3
CURRENCIES ACCEPTED: TRON Coin (TRX) and Binance Coin BNB
2.4
USE OF PROCEEDS: The Foundation will extend the existing BitTorrent
protocol and introduce a new TRON TRC-10 token call BTT in order to
implement. Distributed infrastructure services economy.
Within this economy, end users may offer infrastructure
services in small increments in return for tokens. The introduction
of this feature will solve problems within BitTorrent as well
encouraging faster downloading speed.
For
a more detailed description of the proposed used of proceeds:
a)
the BTT website
(https://www.bittorrent.com/btt/?utm_source=bittorrent-top-nav)
b)
the BTT Whitepaper (a copy of which can be found at:
https://www.bittorrent.com/btt/btt-docs/BitTorrent_Token_Whitepaper.pdf)
(collectively referred to as the “Project Documentation”).
2.5
The information contained in the Project Documentation is of
descriptive nature only, is not binding and does not form part of
these T&Cs. The Project Documentation contain certain
statements, estimates and projections that are “forward-looking
statements.” All statements other than statements of historical
fact are forward-looking statements and include statements and
assumptions relating to: plans, roadmaps and objectives of
management for future operations or economic performance;
conclusions and projections about current and future economic and
political trends and conditions; and projected financial results
and results of operations. These statements can generally be
identified by the use of forward-looking terminology including
“may,” “believe,” “will,” “expect,” “anticipate,” “estimate,”
“plan,” “continue,” “project,” “goals,” “future” or variations on
such terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking. The
Foundation does not make any representations or warranties (express
or implied) about the accuracy of such forward-looking statements.
You are cautioned that actual results could differ materially from
forward-looking statements; and you are cautioned not to place
undue reliance on forward-looking statements.
3. Contribution Period
3.1
Contributions may be made during the Contribution Period.
3.2 Contribution Period:
shall
mean a defined period of time commencing at the Start Time (defined
below) and ending on the earliest satisfaction of any one of the
Completion Conditions (defined below).
3.3 Start Time :
shall
mean 28 January 2019 at approximately 3:00 PM (UTC), provided,
however, Foundation may decide to postpone the Start Time in which
case (i) Foundation shall publish a notice of postponement on its
Website and (ii) the Start Time shall mean any dates and times
determined by Foundation as published on the Foundation’s Website
at least 24 hours before such new Start Time.
3.4 Completion Condition
shall
mean any one of the following:
The
sale on Binance is expected to remain open until the earlier to
occur of: (1) the time when the entire 59,400,000,000 BTT are sold
or (2) at Company’s option, thirty days after the Start Time.
4. BTT Price
During
the Contribution Period, the price per BTT will be denominated in
TRX and BNB. Contributors will receive BTT in exchange for their
contribution at a rate that will be set on day of launch.
5. Method of Contribution
Contributions
are made exclusively through Binance Launchpad
(launchpad.binance.com). In order to purchase through the
Binance Launchpad you must have a Binance account. Contributor must
also accept all Binance Terms and Conditions.
6. Creation and Issue of
BTT Tokens
6.1
The Tokens will be distributed per Binance Lauchpads terms and
conditions.
6.2
On receipt of your contribution, such contribution shall
immediately become the sole and exclusive property of the
Foundation who shall be entitled to apply the contribution towards
the further development of the BitTorrent Platform and other
operating expenses relating to our business. The application of
your contribution shall be determined by us acting in our sole and
absolute discretion and we shall be under no obligation to inform
you or otherwise verify how your contribution is used. Any
statements made prior to the issue of the tokens regarding use of
proceeds should not be considered a firm statement, but rather as a
forward-looking statement as part of a larger future plan for a new
platform that includes a number of risks. You should refer to the
risk factors in Schedule 2 Risk Factors.
7. Refusals, Suspension and
Termination of Contributions
7.1
The Foundation reserves the right to refuse or reject any
contributions made at any time in our sole and absolute discretion.
To the extent that we refuse or reject a contribution, we will
exercise reasonable endeavours to procure that the contribution is
returned to the Contributor. However, we do not warrant, represent
or offer any assurances that we will successfully be able to
recover and/or return any such contributions.
7.2
Subject to the foregoing provision of this clause 7 and except to
the extent required by applicable law, all contributions received
by the Foundation under these T&Cs are final and contributors
shall not be entitled to claim any refund or reimbursement of
contributions from the Foundation.
7.3
At any time prior to satisfaction of the Completion Conditions, the
Foundation may either temporarily suspend or permanently abort the
Token Sale for security or legal reasons. Any suspension or abort
of the Token Sale shall be deemed to commence from the moment that
the Foundation publishes a notice to that effect on the
Foundation’s Website.
8. Token Functionality
8.1
Ownership of BTT Tokens carries no rights, whether express or
implied, other than a limited right to use and interact with the
BitTorrent Platform as may be made available from time to time. Any
potential future right or expectation relating to use of BTT Tokens
on the BitTorrent Platform shall be subject to any restrictions and
limitations set out in these T&Cs and/or the BitTorrent
Platform (as applicable).
8.2
You acknowledge and accept that BTT do not represent or constitute:
a)
any ownership right or stake, share, equity, security, commodity,
bond, debt instrument or any other financial instrument or
investment carrying equivalent rights;
b)
any right to receive future revenues, shares or any other form of
participation or governance right from, in, or relating to the
Foundation and/or the BitTorrent Platform;
c)
any form of money or legal tender in any jurisdiction, nor do they
constitute any representation of money (including electronic
money); or
d)
the provision of any goods and/or services as at the date that
these T&Cs form a binding agreement between the Parties, other
than a limited right to use and interact with the BitTorrent
Platform.
8.3
You acknowledge and accept that BTT Tokens must not be used outside
the BitTorrent Platform other than for the purposes of exchanging
BTT for a fiat currency, a cryptographic currency or other tokens,
to the extent that this activity is made available by brokers or
exchanges.
8.4
Protections offered by applicable law in relation to the
acquisition, storage, sale and/or transfer of the instruments
and/or investments referred to in clause 8.2 shall not apply to any
contribution made under these T&Cs for the acquisition of BTT
or to your storage, sale and/or transfer of BTT.
8.5
The Foundation makes no warranties or representations and offers no
assurances (in each case whether express or implied) that BTT shall
confer any actual and/or exercisable rights of use, functionality,
features, purpose or attributes in connection with the BitTorrent
Platform or that the BitTorrent Platform will be available,
maintained or further developed in the future.
9. Contributor’s
Representations and Warranties
By
participating in the Token Sale and sending a contribution to the
Foundation, you hereby represent and warrant the matters set out in
Schedule 1 to these T&Cs.
10. Risks
You
acknowledge and agree that sending a contribution to the
Foundation, the creation and issue of BTT Tokens and the BitTorrent
Platform carries significant operational, technological, financial,
regulatory and reputational risks, including but not limited to
those set out in Schedule 2 to these T&Cs.
BY MAKING A CONTRIBUTION TO THE FOUNDATION AND
ACCEPTING THESE T&Cs (INCLUDING, WITHOUT LIMITATION, THE
SCHEDULES 1 AND 2), YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE
REVIEWED THE RISK FACTORS, UNDERSTAND THAT CONTRIBUTING TO THE
TOKEN SALE AT THIS TIME INVOLVES RISKS ASSOCIATED WITH A NEW
PLATFORM, AND ACCEPT AND ASSUME THE RISKS SET OUT IN SCHEDULE 3 TO
THESE T&Cs.
11. Security
You
are responsible for implementing all reasonable and appropriate
measures for securing the wallet, vault or other storage mechanism
you use to send a contribution to the Foundation and to receive and
store BTT that are issued to you, including any requisite private
key(s) or other credentials necessary to access such storage
mechanism(s). If your private key(s) or other access credentials
are lost, you may lose access to your BTT. The Foundation shall not
be responsible for any security measures relating to your receipt,
possession, storage, transfer or use of BTT nor shall we be under
any obligation to recover or return any BTT and we hereby exclude
(to the fullest extent permitted under applicable law) any and all
liability for any security breaches or other acts or omissions
which result in your loss of (including your loss of access to) BTT
issued to you during the Token Sale.
12. Intellectual Property
12.1
In this clause 12 “Foundation’s IP Rights” means in relation to the
Foundation, the BTT Tokens, the Token Sale, the BitTorrent Platform
and the Project Documentation, all: (i) patents, inventions,
designs, copyright and related rights, database rights, knowhow and
confidential information, trademarks and related goodwill, trade
names (whether registered or unregistered), and rights to apply for
registration; (ii) all other rights of a similar nature or having
an equivalent effect anywhere in the world which currently exist or
are recognized in the future; and (iii) all applications,
extensions and renewals in relation to any such rights.
12.2
Except as expressly set out in these T&Cs, you are not
entitled, for any purpose, to any of the Foundation’s IP Rights. We
shall at all times retain ownership, including all rights, title
and interests in and to the Foundation’s IP Rights and you
understand and accept that by making a contribution for the
purchase of BTT pursuant to these T&Cs, you shall not: a)
acquire or otherwise be entitled to any Foundation’s IP Rights; b)
make a claim in respect of any Foundation’s IP Rights or any other
equivalent rights; or c) use, attempt to use, copy, imitate or
modify (whether in whole or in part) any Foundation’s IP Rights,
except with our prior written consent.
13. Indemnity
13.1
To the fullest extent permitted by applicable law, you will
indemnify, defend and hold harmless the Foundation 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
“Foundation Indemnified Parties”) from and against any and all
claims, demands, actions, damages, losses, costs and expenses
(including reasonable professional and legal fees) that arise from
or relate to:
a)
your acquisition or use of BTT under these T&Cs;
b)
the performance or non-performance of your responsibilities,
representations, warranties or obligations under these T&Cs;
c)
your breach of any of the terms and conditions set out in these
T&Cs; or d) your breach of any rights of any other person or
entity.
13.2
The Foundation reserves the right to exercise sole control over the
defense, at your sole cost and expense, of any claim subject to an
indemnity set out in clause 13.1.
13.3
The indemnity set out in this clause 13 is in addition to, and not
in lieu of, any other remedies that may be available to the
Foundation under applicable law.
14. Disclaimers
14.1
To the fullest extent permitted by applicable law and except as
otherwise specified in writing by us:
a)
BTT are sold on an “as is” and “as available” basis, without any
warranties or representations of any kind, and we expressly
disclaim all warranties and representations relating to BTT
(whether express or implied), including, without limitation, any
implied warranties of merchantability, fitness for a particular
purpose, title and non-infringement;
b)
we do not represent or warrant that BTT are reliable, current or
defect-free, meet your requirements, or that any defects will be
corrected; and
c)
we cannot and do not represent or warrant that or the delivery
mechanism for BTT are free of viruses or other harmful components.
14.2
Neither these T&Cs nor the Project Documentation constitute a
prospectus or offering document, and are not an offer to sell, nor
the solicitation of an offer to buy any investment or financial
instrument in any jurisdiction. BTT should not be acquired for
speculative or investment purposes with the expectation of making a
profit on immediate or future resale.
14.3
No regulatory authority has examined or approved any of the
information set out in these T&Cs and/or the Project
Documentation. No such action has been or will be taken under the
laws, regulatory requirements or rules of any jurisdiction. The
publication, distribution or dissemination of these T&Cs and/or
the Project Documentation does not imply that applicable laws,
regulatory requirements or rules have been complied with.
15. Limitation of Liability
15.1
To the fullest extent permitted by applicable law, in no
circumstances shall:
a)
the Foundation or any of the Foundation Indemnified Parties be
liable for any loss of any kind (including, but not limited to,
loss of revenue, income, business or profits, loss of contract or
depletion of goodwill, loss of anticipated savings, loss of use or
data, or damages for business interruption or any like loss)
arising out of or in any way related to the acquisition, storage,
transfer or use of BTT or otherwise related to these T&Cs,
regardless of the cause of action (even if the Foundation or any of
the Foundation Indemnified Parties have been advised of the
possibility of such losses and regardless of whether such losses
were foreseeable); and
b)
the aggregate liability of the Foundation and the Foundation
Indemnified Parties (jointly), arising out of or relating to these
T&Cs or the use of or inability to use BTT, exceed the amount
of your contribution.
15.2
The limitations and exclusions of liability set out in clause 15.1
shall not limit or exclude liability for the gross negligence,
fraud or intentional, willful or reckless misconduct of any
Foundation Indemnified Party, nor shall it limit or exclude any
losses for which, as a matter of applicable law, it would be
unlawful to limit or exclude liability.
16. Taxation
16.1
You are solely responsible for determining whether your
contribution to the Foundation for the purposes described
hereunder, the transfer via the Payment Method, the creation,
ownership, use, sale, transfer or liquidation of BTT, the potential
appreciation or depreciation in the value of BTT over time (if
any), the allocation of BTT and/or any other action or transaction
contemplated by these T&Cs or related to the BitTorrent
Platform will give rise to any tax implications on your part.
16.2
You are also solely responsible for withholding, collecting,
reporting, paying, settling and/or remitting any and all taxes to
the appropriate tax authorities in such jurisdiction(s) in which
you may be liable to pay tax. The Foundation shall not be
responsible for withholding, collecting, reporting, paying,
settling and/or remitting any taxes (including, but not limited to,
any income, capital gains, sales, value added or similar tax) which
may arise from your contribution and acquisition of BTT under or in
connection with these T&Cs.
16.3
You agree not to hold the Foundation or any of the Foundation
Indemnified Parties liable for any tax liability associated with or
arising from the creation, ownership, use or liquidation of BTT or
any other action or transaction related to the BitTorrent Platform
or the Token Sale.
17. Data Protection
17.1
We will not disclose your Personal Data except as expressly
permitted under these T&Cs and otherwise only with your prior
consent. However, we may be required to disclose your Personal Data
and/or certain other information about you to the extent required
by applicable law or by an order of a court or competent
governmental or regulatory authority. By accepting these T&Cs,
you expressly agree and consent to your Personal Data being
disclosed to third parties to any extent required for the purposes
of compliance with applicable laws or regulations.
17.2
We shall process your Personal Data in accordance with applicable
privacy laws regarding personal data, and you agree that we, as the
data controller, may directly or through our service providers or
agents process your Personal Data for any one or more of the
following purposes:
a)
the purchase of BTT and the processing of transactions related to
the Token Sale pursuant to these T&Cs;
b)
providing you with information about us and our range of services;
c)
compliance with any requirement imposed by applicable law, by
applicable regulation, or by an order of a court or competent
governmental or regulatory authority;
d)
management of enquiries and complaints;
e)
opening, maintaining or operating a bank account in the
Foundation’s name;
f)
subject to clause 18, resolving any Disputes with you;
g)
producing summary information for statistical, regulatory and audit
purposes; and/or
h)
any other reasonable purposes permissible and in accordance with
applicable law.
17.3
Under our privacy policy, you have a right to access your Personal
Data held by us, and it is your responsibility to inform us of any
changes to your Personal Data to ensure such data remains accurate.
You also have a right to object to your Personal Data being
processed for the purposes of direct marketing and you have the
right to ask that we delete your Personal Data if you are not
participating in the Token Sale. You agree to provide a written
request to us should you wish to enforce these rights.
17.4
You agree that we may, for the purposes set out in clause 17.3,
permit the transfer of your Personal Data to any jurisdiction, in
particular in the European Economic Area, Israel, Canada and the
United States, and that by accepting these T&Cs, you authorise
and expressly consent to the processing of your Personal Data by
us, our agents and/or our service providers, provided that where
your Personal Data is processed by entities other than us, our
agents or our service providers, we shall seek your prior written
consent in respect of such processing.
17.5
You acknowledge, accept and understand that these T&Cs, insofar
as they relate to the controlling and processing of your Personal
Data by the Foundation, our agents and/or service providers, are
only relevant to the processing of your Personal Data for the
purposes set out in clause 17.
18. Dispute Resolution by
Arbitration
PLEASE
READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN
PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE, WHICH AFFECT YOUR
LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN
DISPUTES AND CLAIMS WITH THE FOUNDATION AND LIMITS THE MANNER IN
WHICH YOU CAN SEEK RELIEF FROM US.
18.1 Binding
Arbitration. Except
for any disputes, claims, suits, actions, causes of action, demands
or proceedings (collectively, “Disputes”) in which either Party
seeks relief for the alleged unlawful use of intellectual property,
including, without limitation, copyrights, trademarks, trade names,
logos, trade secrets or patents, you and the Foundation waive your
and the Foundation’s respective rights to have any and all Disputes
arising from or related to these T&Cs resolved in a court.
Instead, you and the Foundation agree to finally settle Disputes
arising from or in connection with these T&Cs under the Rules
of Arbitration of the International Chamber of Commerce by one
arbitrator appointed in accordance with the said Rules. The place
of arbitration shall be Singapore. The arbitration procedure shall
be conducted in English.
18.2 Notice;
Informal Dispute Resolution. Each
Party will notify the other Party in writing of any Dispute within
thirty (30) days of the date it arises, so that the Parties can
attempt in good faith to resolve the Dispute informally. Notice to
the Foundation shall be sent by email to the Foundation at email
address. Your notice must include (i) your name, postal address,
email address and telephone number, (ii) a description in
reasonable detail of the nature or basis of the Dispute, and (iii)
the specific relief that you are seeking. If you and the Foundation
cannot agree how to resolve the Dispute within thirty (30) days
after the date that the notice is received by the applicable Party,
then either you or the Foundation may, as appropriate and in
accordance with this clause 18, commence an arbitration proceeding
or, to the extent specifically provided for in clause 18.1, file a
claim in court.
18.3 Authority
of Arbitrator. These
T&Cs, the applicable International Chamber of Commerce Rules of
Arbitration and the arbitrator will have (i) the exclusive
authority and jurisdiction to make all procedural and substantive
decisions regarding a Dispute, including the determination of
whether a Dispute is arbitrable, and (ii) the authority to grant
any remedy that would otherwise be available in court, provided,
however, that the arbitrator does not have the authority to conduct
a class arbitration or a representative or class action. The
arbitrator may only conduct an individual arbitration and may not
consolidate more than one individual’s claims, preside over any
type of class or representative proceeding or preside over any
proceeding involving more than one individual.
18.4 Arbitration
Rules. The
International Chamber of Commerce Rules of Arbitration and
additional information about International Chamber of Commerce are
available at
https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration.
By agreeing to be bound by these T&Cs, you either (i)
acknowledge and agree that you have read and understand the
International Chamber of Commerce Rules of Arbitration, or (ii)
waive your opportunity to read the International Chamber of
Commerce Rules of Arbitration and any claim that the International
Chamber of Commerce Rules of Arbitration are unfair or should not
apply for any reason.
18.5 Severability
of Dispute Resolution and Arbitration Provisions .
If any term, clause or provision of this clause 18 is held invalid
or unenforceable, it will be so held to the minimum extent
applicable and required by law, and all other terms, clauses and
provisions of this clause 18 will remain valid and enforceable.
Further, the waivers set forth in clause 18.2 above are severable
from the other provisions of these T&Cs and will remain valid
and enforceable, except as prohibited by applicable law.
19. Miscellaneous
19.1We
may amend these T&Cs from time to time, including where there
are changes to the intended functionality of BTT or as may be
otherwise required by any laws or regulatory requirements to which
we are subject. If we make any amendments to these T&Cs, we
will publish a notice together with the updated T&Cs on the
Foundation’s Website and we will change the “Last Updated” date at
the top of these T&Cs. To the extent permissible by law, any
amended T&Cs shall become effective immediately upon the
publication of such notice and updated T&Cs on the Foundation’s
Website. It is your responsibility to regularly check the
Foundation’s Website for any such notices and updated T&Cs.
19.2
If any term, clause or provision of these T&Cs is found to be
illegal, void or unenforceable (in whole or in part), then such
term, clause or provision shall be severable from these T&Cs
without affecting the validity or enforceability of any remaining
part of that term, clause or provision, or any other term, clause
or provision of these T&Cs, which shall remain in full force
and effect.
19.3
These T&Cs constitute the entire agreement between the Parties
in relation to its subject matter. These T&Cs replace and
extinguish any and all prior agreements, draft agreements,
arrangements, warranties, statements, assurances, representations
and undertakings of any nature made by, or on behalf of the
Parties, whether oral or written, public or private, in relation to
that subject matter.
19.4
You acknowledge that by accepting these T&Cs, you have not
relied on any oral or written statements, warranties, assurances,
representations or undertakings which were or may have been made by
or on behalf of the Foundation in relation to the subject matter of
these T&Cs at any time before your acceptance of them
(“Pre-Contractual Statements”), other than those set out in these
T&Cs. You hereby waive any and all rights and remedies which
might otherwise be available in relation to such Pre-Contractual
Statements.
19.5
Nothing in these T&Cs shall be deemed to create any form of
partnership, joint venture or any other similar relationship
between you and the Foundation and/or other individuals or entities
involved with the development and deployment of BTT and/or the
Foundation Indemnified Parties and/or the BitTorrent Platform.
19.6
The Foundation may transfer by way of assignment or transfer of
contract part or all of its rights under these T&Cs to one of
the Foundation’s affiliates or third parties. The Contributor
hereby consents to such transfer of contract or assignment. The
Contributor must not transfer or assign its rights under these
T&Cs to a third party.
19.7
These T&Cs and any dispute or claim arising out of or in
connection with these T&Cs shall be governed by and construed
in accordance with the substantial laws of Singapore.
SCHEDULE
1 CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES
By
making a contribution and accepting these T&Cs, you hereby
represent and warrant that:
1.
you have read and understood these T&Cs (including all the
Schedules hereto);
2.
you have the necessary authority and consent to accept these
T&Cs, to enter into a binding agreement with the Foundation and
to perform the obligations set out herein;
3.
the acceptance of these T&Cs and the entry into a binding
agreement with the Foundation shall not result in any breach of, be
in conflict with, or constitute a material default under: (i) any
provision of the Contributor’s constitutional or organizational
documents (in the case of a corporate entity including, without
limitation, any company or partnership); (ii) any provision of any
judgment, decree or order imposed on the Contributor by any court
or governmental or regulatory authority; and/or (iii) any material
agreement, obligation, duty or commitment to which the Contributor
is a party or by which the Contributor is bound;
4.
you have sufficient understanding of the functionality, usage,
storage, transmission mechanisms and intricacies associated with
cryptographic tokens, token storage facilities (including digital
token wallets), blockchain technology and blockchain-based software
systems;
5.
you have obtained sufficient information about the potential future
use and functionality of BTT to make an informed decision to
participate in the Token Sale pursuant to these T&Cs;
6.
you understand that BTT confer only a limited right to use and
interact with the BitTorrent Platform as more particularly to these
T&Cs, and that BTT confer no other rights of any kind with
respect to the Foundation and/or the BitTorrent Platform,
including, but not limited to, any voting, distribution,
redemption, liquidation, proprietary (including all forms of
intellectual property rights), or other financial or legal rights;
7.
if you are an individual (i.e. a natural person), you are at least
18 years of age, you have sufficient legal capacity to accept these
T&Cs and to enter into a binding agreement with the Foundation
on the terms set out herein;
8.
if you are making a contribution for the acquisition of BTT as a
corporate entity including, without limitation, any company or
partnership (or other type of legal entity that is not a natural
person), such entity is duly incorporated, registered and validly
existing under the applicable laws of the jurisdiction in which the
entity is established;
9.
if you are making a contribution for the purchase of BTT for or on
behalf of an entity or person, you are authorized to accept these
T&Cs and enter into a binding agreement with the Foundation
on such entity’s or person’s behalf (and in such circumstances,
references in these T&Cs to “Contributor”, “your” or “you”
shall be a reference to the entity or person on whose behalf you
are authorised to make a contribution);
10.
you are making a contribution for the purchase of BTT to use and
interact with the BitTorrent Platform and to support the further
development of the BitTorrent Platform. You are not making a
contribution under these T&Cs for any other uses or purposes,
including, but not limited to, any investment, speculative or other
financial purposes;
11.
any contribution to be made by you for the purchase of BTT is not
derived from or related to any unlawful activities, including but
not limited to, money laundering or terrorist financing activities;
12.
you shall not use BTT to finance, engage in, or otherwise support
any unlawful activities;
13.
you shall use BTT as intended on the BitTorrent Platform and you
acknowledge and accept that BTT must not be used outside the BTT
Platform other than for the purposes of exchanging BTT for a fiat
currency, a cryptographic currency or other tokens, to the extent
that this activity is made available by brokers or exchanges;
14.
making a contribution and receiving BTT under these T&Cs is not
unlawful or prohibited under the laws of your jurisdiction or under
the laws of any other jurisdiction to which you may be subject and
any contribution shall be made in full compliance with applicable
laws (including, but not limited to, in compliance with any tax
obligations to which you may be subject in any relevant
jurisdiction);
15.
you are not a citizen of or resident or domiciled in a Restricted
Jurisdiction (as defined in the T&Cs and Binance Launchpads
Terms and Conditions) or a Prohibited Jurisdiction or making a
contribution for the purchase of BTT from a location in a
Restricted Jurisdiction or a Prohibited Jurisdiction, nor are you
an entity (including, but not limited to, any company or
partnership) incorporated, established or registered in or under
the laws of a Restricted Jurisdiction or a Prohibited Jurisdiction,
nor are you making a contribution for the purchase of BTT for or on
behalf of any such person or entity;
16.
you are not the subject of any sanctions administered or enforced
by any country, government or international authority nor are you
resident or established (in the case of a corporate entity) in a
country or territory that is the subject of a country-wide or
territory-wide sanction imposed by any country or government or
international authority;
17.
you will comply with any applicable tax obligations in your
jurisdiction arising from your acquisition, storage, sale or
transfer of BTT;
18.
you engage or expect to engage in a meaningful number of
cryptocurrency or other transactions, such as ecommerce businesses,
involving token exchanges or traditional financial institutions,
and you understand and accept the risks of participating in token
sales relating to early stage blockchain start-up businesses and
acknowledge that these risks are substantial. You further warrant
and represent that your contribution does not represent a
meaningful or substantial proportion of your wealth or net worth,
and that you are willing to accept the risk of loss associated with
the contribution made under these T&Cs;
19.
you understand that BTT are solely rights to access and use
services and products on the BitTorrent Platform, and do not have
any attribute that provides the holder with equity, creditor or
similar rights. BTT should not be considered investments of any
type, including but not limited to, any form of currency or
security, and the Contributor should not expect profits of any type
from acquiring BTT nor acquire BTT for any type of investment
purposes;
20.
you acknowledge you fully understand the contents of the Project
Documentation provided by Foundation and are participating in the
Token Sale with the intention of fully accepting the risk of the
failure of the BitTorrent Platform;
21.
you have carefully reviewed the Risk Factors set forth in Schedule
3 to these T&Cs and fully understand and accept the risks
described and the risks associated with contributing to a platform
that is new and substantially untested;
22.
you are making a contribution primarily to use and interact with
the BitTorrent Platform and to support the further development of
the BitTorrent Platform, being aware of the risks associated with
it (as further described in Schedule 3 to these T&Cs), and are
not contributing to the Foundation for any speculative, investment
or other financial purposes;
23.
you understand that you do not have any right against Foundation,
its founders and team members or any other party to request any
refund of your contribution provided during the Token Sale;
24.
you understand that you bear the sole responsibility to determine
if your contribution and obtainment of BTT, use of BTT and the
potential appreciation or depreciation in the value of BTT over
time, the sale and purchase of BTT and/or any other action or
transaction related to
BTT,
Foundation or the BitTorrent Platform have tax implications for
you; and
25.
all of the above representations and warranties are true, complete,
accurate and non-misleading from the time of your access to and/or
acceptance of possession of these T&Cs.
SCHEDULE
2 RISK FACTORS
The
BTT are tokens that are part of the BitTorrent Platform that is new
and uses new and evolving technology, including, but not limited,
to blockchain technology and the TRON protocol. The BitTorrent
Platform will be subject to modifications, upgrades and further
development as part of the growth of a new platform and also as
part of responses to unexpected issues. Purchasing BTT to
contribute to a platform is risky. Below are risk factors, any one
or combination of which may have a material adverse effect on the
value or functionality of the BTT. Please read the following risks
before contributing to the Foundation.
Risks relating to the BitTorrent Platform and BTT
1. Risk of software weaknesses of the TRON Protocol which is still
new:
because
BTT is based on the TRON protocol, any malfunction, breakdown or
abandonment of the TRON protocol may have a material adverse effect
on BTT. Moreover, advances in cryptography, or technical
advances such as the development of quantum computing, could
present risks to BTT (including the utility of BTT for obtaining
services), by rendering ineffective the cryptographic consensus
mechanism that underpins the TRON protocol. There is no warranty or
assurance that the process for creating BTT will be uninterrupted
or error-free and there is an inherent risk that the software could
contain defects, weaknesses, vulnerabilities, viruses or bugs
causing, inter alia, the complete loss of contributions and/or BTT.
The BitTorrent Platform relies on software and other technology
which may malfunction and/or work in a manner that is not intended,
resulting in loss of BTT and/or access to the BitTorrent Platform.
2. Dependence on economic and technological developments:
The
BitTorrent Platform is subject to general macro-economic
developments such as economic growth and inflation. Since the
blockchain technology and the related industries are relatively new
and under development, the related economic developments are
uncertain. Therefore, it is not yet possible to predict the
developments of the blockchain technology and to guarantee the
functionalities. The uncertainty and outcomes may have a material
adverse effect on BTT.
3. Regulatory risk for new blockchain technology:
blockchain
technology is new and it allows new forms of interaction. It is
possible that certain jurisdictions will apply existing regulations
on, or introduce new regulations addressing, blockchain technology
based applications, which may be contrary to the current setup of
the TRON Blockchain and which may, inter alia, result in
substantial modifications to the TRON Blockchain and/or the
BitTorrent platform, including its termination and the loss of BTT
for the Contributor or other material adverse effect on the BTT.
4. Risks associated with uncertain regulations and enforcement
actions by securities and financial institution agencies and
others:
the
regulatory status of BTT and distributed ledger technology is
unclear or unsettled in many jurisdictions. It is difficult to
predict how or whether regulatory authorities may apply existing
regulation with respect to such technology and its applications,
including specifically (but without limitation to) the BitTorrent
Platform and BTT. It is likewise difficult to predict how or
whether any legislative or regulatory authorities may implement
changes to law and regulation affecting distributed ledger
technology and its applications, including specifically (but
without limitation to) the BitTorrent Platform and BTT. Regulatory
actions, including but not limited, to the imposition of securities
or banking regulations on the BTT could negatively impact the
Foundation, the BitTorrent Platform and BTT in various ways,
including, for purposes of illustration only, through a
determination that BTT are a regulated financial instrument that
requires registration or licensing. The Foundation 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.
5. Risk of abandonment / lack of success:
the
creation and issue of BTT and the further development of the
BitTorrent Platform may be abandoned for a number of reasons,
including lack of interest from the public, lack of funding, lack
of commercial success or prospects (e.g. caused by competing
projects). There is no assurance that, even if any such BitTorrent
Platform is further developed, you will receive any benefits
through BTT that you hold.
6. Risk of dissolution of the Foundation or network:
it
is possible that, due to any number of reasons, including, but not
limited to, an unfavourable fluctuation in the value of TRX,
decrease in BTT utility due to negative adoption of the BitTorrent
Platform, the failure of commercial relationships, or intellectual
property ownership challenges, the BitTorrent Platform may no
longer be viable to operate and the Foundation may dissolve and may
not be able to continue the development of the BitTorrent Platform.
7. Risks of cyber-attacks:
it
is possible that the BitTorrent Platform may be attacked by hackers
and that such attack affects the availability, functionality and
security of the BitTorrent Platform. Further, such attack could
affect the exchange of BTT or result in a loss of BTT.
8. Risks of software weaknesses of the BitTorrent Platform:
it
is possible that the BitTorrent Platform is affected by
malfunctions or breakdown and there is an inherent risk that the
BitTorrent Platform could contain defects, weaknesses,
vulnerabilities, viruses or bugs that affect, inter alia,
availability, functionality and security of the BitTorrent Platform
or that could cause the complete loss of contributions and/or BTT.
9. Dependence on key personnel
:
The success of the BitTorrent Platform depends also on the
Foundation's employees and management. The Foundation cannot
exclude that its employees and management will fluctuate over time
and that the loss of one or more of these employees and/or managers
will have a negative impact on the availability and further
development BitTorrent Platform and have a material adverse effect
on BTT.
10. Risks associated with the development and maintenance of the
BitTorrent Platform:
the
BitTorrent Platform will be further developed and may undergo
significant changes over time. Although we intend for BTT and
BitTorrent Platform to function as described in Section XX and
intend to take commercially reasonable steps towards those ends, we
may have to make changes to the specifications of the BTT or the
BitTorrent Platform for any number of legitimate reasons. Moreover,
we may not be able to retain full and effective control over how
other participants will use the BitTorrent Platform, what products
or services will be offered through the Platform by third parties,
or how third-party products and services will utilize BTT (if at
all). This could create the risk that the BTT or BitTorrent
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 BTT Platform, it is
still possible that the BitTorrent Platform will experience
malfunctions or otherwise fail to be adequately developed or
maintained, which may negatively impact the BitTorrent Platform and
BTT, and the potential utility of BTT, including the utility of the
BTT for obtaining services and/or offering rewards and/or being
used in the manner intended at the time of the Token Sale.
11. Risk associated with other applications and competitors:
the
BitTorrent Platform may give rise to other, alternative projects,
promoted by unaffiliated third parties, under which BTT will have
no intrinsic value. This means that competitors may produce
platforms that compete with the BitTorrent Platform and may not
accept BTT as means of exchange for services within such platforms;
further, such platforms may become more popular and have greater
success than the BitTorrent Platform. Further, the BitTorrent
Platform may compete with such competing platforms, which could
negatively impact the BitTorrent Platform and BTT, including the
utility of the BTT for obtaining services offered by or within the
BitTorrent Platform.
Risk factors relating to BTT
12. Risk of losing access to tokens due to loss of private key(s),
custodial error or your error:
BTT
can only be accessed by using a TRON Wallet with a combination of
the Contributor’s account information, private key and password.
The private key is encrypted with a password. You acknowledge,
understand and accept that if your private key or password gets
lost or stolen, the obtained BTT associated with your TRON Wallet
may be unrecoverable and permanently lost. Additionally, any third
party that gains access to your private key, including by gaining
access to the login credentials relating to your TRON Wallet, may
be able to misappropriate your BTT. Any errors or malfunctions
caused by or otherwise related to the digital wallet or vault you
choose to receive and store BTT, including your own failure to
properly maintain or use such digital wallet or vault, may also
result in the loss of your BTT.
13. Risk of theft:
the
TRON blockchain may be exposed to attacks by hackers or other
individuals including, but not limited to, malware attacks, denial
of service attacks, consensus-based attacks, Sybil attacks,
smurfing and spoofing. Any such successful attacks could result in
theft or loss of contributions or BTT, adversely impacting the
ability to develop the BitTorrent Platform and derive any usage or
functionality from BTT. Furthermore, because the BitTorrent
Platform is based on open source software, there is a risk that a
third party or a member of the Foundation’s team may intentionally
or unintentionally introduce weaknesses or defects into the core
infrastructure of the BitTorrent Platform, which could negatively
affect the BitTorrent Platform and BTT.
14. Risk of a new platform including possible hard-fork requiring
BTT holders to upgrade:
There
are inherent risks in a blockchain platform including failure to
achieve its purpose, significant missteps that may require starting
over and other risks associated with substantial development of a
new innovative platform. In its further development, the platform
may become the subject of significant conceptual, technical and
commercial changes. As part of the development, an upgrade to BTT
may be required (hard-fork of BTT) and that, if you decide not to
participate in such upgrade, you may no longer be able to use your
BTT and any non-upgraded BTT may lose its functionality in full.
15. Risk of uninsured losses:
BTT
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 or private insurance arranged by us, to
offer recourse to you.
16. Risks arising from lack of governance rights:
because
BTT confer no governance rights of any kind with respect to the
BitTorrent Platform or the Foundation, all decisions involving the
Foundation (including to sell or liquidate the Foundation) will be
made by the Foundation acting in its sole and absolute discretion,
and all decisions involving the BitTorrent Platform including, but
not limited to, decisions to discontinue Foundation’s support of
the BitTorrent Platform, to create and issue more BTT will be made
by the Foundation. These decisions could adversely affect the BTT
Platform and/or BTT you hold.
17. Unanticipated Risks:
cryptographic
tokens such as BTT are a new and untested technology. In addition
to the risks set out in this Schedule 2 to these T&Cs, there
are other risks associated with your acquisition, storage, transfer
and use of BTT, including those that the Foundation may not be able
to anticipate. Such risks may further materialize as unanticipated
variations or combinations of the risks set out in this Schedule 2
to these T&Cs.