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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.


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