PLEASE READ THESE TERMS OF TOKENSALE CAREFULLY. THIS DOCUMENT AND ANY OTHER DOCUMENTS THAT ARE PUBLISHED IN ASSOCIATION WITH THESE TERMS (SUCH AS THE WHITE PAPER RELATES TO A TOKEN OFFERING TO PERSONS (PURCHASERS) IN RESPECT OF THE INTENDED DEVELOPMENT AND USE OF THE BUILDERIUM PLATFORM BY VARIOUS PARTICIPANTS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES OR A PROMOTION, INVITVATION OR SOLICITATION FOR INVESTMENT PURPOSES. THE TERMS OF TOKEN SALE ARE NOT INTENDED TO BE A FINANCIAL SERVICE THAT IS OFFERING DOCUMENT OR A PROSPECTUS. THE BUILDERIUM TOKEN OFFERING INVOLVES AND RELATES TO THE DEVELOPMENT AND USE OF EXPERIMENTAL SOFTWARE AND TECHNOLOGIES THAT MAY NOT COME TO FRUITION OR ACHIEVE THE OBJECTIVES SPECIFIED IN THE WHITE PAPER. THE PURCHASE OF BUILDERIUM TOKENS REPRESENTS A HIGH RISK TO ANY PURCHASER. THE BUILDERIUM TOKENS DO NOT REPRESENT EQUITY, SHARES, UNITS, ROYALTIES OR RIGHTS TO CAPITAL, PROFIT OR INCOME IN THE BUILDERIUM PLATFORM OR SOFTWARE OR IN THE ENTITY THAT ISSUES BUILDERIUM TOKENS OR ANY OTHER COMPANY OR INTELLECTUAL PROPERTY THAT IS ASSOCIATED WITH THE BUILDERIUM OR ANY OTHER PUBLIC OR PRIVATE ENTERPRISE, CORPORATION, FOUNDATION OR OTHER ENTITY IN ANY JURISDICTION. THE BUILDERIUM TOKENS ARE NOT, THEREFORE, INTENDED TO REPRESENT A SECURITY OR SIMILAR LEGAL INTEREST. IF YOU DO NOT AGREE TO THESE TERMS OF TOKEN SALE, DO NOT PURCHASE BUILDERIUM TOKENS.
This document acts as an agreed upon Terms of Token Sale (“Terms”) between You (“Purchaser”) and Builderium AG (“Company”), registered in Swiss Confederation, with the company number CHE-131.784.298, and registered office address Baarerstrasse 25, Switzerland, 6300 ZUG.
Each of you and the Company are a “Party”, and together the “Parties.”
You accept these Terms when you purchase Builderium tokens. Builderium token is usual digital product (utility token), developed by the Company as variety of digital tokens, specified by standard Ethereum ERC20 Token Standard (ERC20). Builderium token can be used only within the platform created by Company (hereinafter – Builderium Platform), and can't circulate in any other platforms. The existence of this token maintains by smart contract developed by the Company and Ethereum Blockchain developed by third parties. The Purchaser states that he knows all the aspects of such token.
Builderium token is a digital product, utility token, and it does not have any value outside Builderium Platform. The utility of such asset is closely linked only with Builderium Platform. By purchasing Builderium tokens, Purchaser agrees that he understands absolutely futility of such token outside Builderium Platform.
Builderium tokens issuance is technically possible. These would be possible to do only is community voted positively to certain events like “force major”, or as an example “exhibition participation”. All the time token generation issue would be voted by Builderium community strictly. Builderium tokens functions are determined by standard ERC20 .
Since the moment of receiving of Builderium tokens by the Purchaser into its ownership for the aim of individual usage, the Company losses the possibility as well as instruments of any influence on Builderium tokens – since that moment Builderium tokens are considered to be Purchaser’s property. Usage of Builderium Platform, including, but not limited to usage of Builderium token in Builderium Platform are guided by separate agreements with Company users. Builderium Platform will be issued in Switzerland as Builderium AG . Company reserves the right to amend any of Builderium Platform features announced during token sale if ground of such amendments is insuperable and they could not be prevented by the Company. For example, the reason for such a correction could be legislation amendments, court decisions, amendments into politics of credit organizations and payment systems. The token sale is the form of pre-order for usage of Builderium Platform. Blockchain was determined as database for keeping of data about release of good, its movement and redemption due to the fact of its reliability (permanence guaranteed by decentralizing) and popularity. Purchase of Builderium tokens is subject to these Terms.
By purchasing Builderium tokens from us, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact a Builderium tokens sales team at firstname.lastname@example.org
To be eligible to participate in the Token Sale and to log into the Token Sale portal to make a purchase, you will have to go to the Website and provide us with your user credentials & your Wallet details. Your Wallet must support the Ethereum ERC20 token standard to receive any Builderium token you purchase from us.
The Builderium Token Issuing Entity is conducting a sale of Builderium tokens and the Token Sale will be made available to many participants under these Terms.
The Builderium Platform project is being made possible by Purchasers from the community in the form of purchase of Builderium Tokens that will enable Builderium Platform development, improvement and support of the associated eco-system. The Token Sale is, therefore, intended to give Purchasers the ability to support and transact on the Builderium Platform.
Builderium tokens will be an integral part of the Builderium Platform to support and to serve as an intermediate service between users.
Builderium tokens will be distributed as follows:
These Terms specify the terms and conditions applicable to the Token Sale.
It is intended that the Builderium Tokens Issuing Entity may form part of the group of companies that operate the Builderium brand and Builderium Platform. The Builderium Platform shall be operated by an associated or subsidiary company of the Company and shall be subject to its own terms and conditions for participants that also contain terms relating to the use and functioning of the Builderium token.
Company does not control the underlying technological infrastructure for the Builderium token or the Builderium Platform protocols (Blockchain) or third-party applications related thereof. We are not responsible or liable for the Blockchain, the operation of the Builderium Platform or any third-party uses of the Builderium Platform.
2.1 In these Terms, references to the following words shall have the meanings set out below:
Blockchain: A digital ledger in which transactions made in the Ethereum are recorded chronologically and publicly during the ICO Sale period. Company take right to choose suitable Blockchain platform if required.
Purchaser(s): the person(s) who make Contributions in accordance with, and who agree to, these Terms.
Contributions/Contributing: payment of the Price (including by way of exchange of cryptocurrency) in return for issuance of Builderium token in accordance with these Terms.
Contribution Software: has the meaning given in clause 6.4.
Effective Date: the date on which you have: i) indicated your agreement to these Terms; and ii) we have successfully received your Contribution.
Group: our ultimate holding company and any subsidiary companies of our holding company
Intellectual Property Rights: The Token Sale, the Company’s website, patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), rights to apply for registration, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
Our Marks: the words Buiderium Platform, Token name Builderium and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of Our Marks or any other name or mark owned from time to time by us or any company within the Group.
Price: price paid by the Purchaser for Builderium token as specified in paragraph 5.
Risk Factors: the risk factors listed in Schedule A.
SCS: has the meaning given to in clause 5.8.
Terms: these terms and conditions.
Released Parties: any of our respective past, present and future founders, employees, officers, directors, contractors, consultants, equity holders, suppliers, advisors, auditors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns.
Pre-Sale Tokens: Builderium purchased at the conditions specified in clause 5.2
Website: The Websites and any other online site, application or platform that are owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Purchaser takes part in the Token Sale.
Terms: these terms and conditions. You hereby acknowledge and undertake that you will adhere to all rules and regulations as promulgated by Company in respect of your purchase of and utilization of Builderium tokens. You hereby acknowledge that you have read and fully understand the Builderium Whitepaper, and the Token sale term and condition (collectively, the "Token Documentation") and hereby undertake to read any updates thereto that Company will make available from time to time, either directly by email to you or made available to you on any public forum organized by Company for the dissemination of information relating to Company and/or the Builderium tokens. You hereby acknowledge and agree that you fully understand and agree to these Terms of Token sale, and acknowledge that you have been given sufficient opportunity to discuss these Terms and Condition.
Token Sale: utility token sale of Builderium tokens in order to use of the Builderium Platform in accordance with these Terms.
Our Wallet: the crypto-wallet(s) that we use for receipt of Contributions and issuance of Builderium tokens to you in accordance with these Terms and/or any payment account details specified in writing to you from time to time on the applicable Wallet: Your Wallet or Our Wallet;
Website(s): the website located at builderium.io and at any replacement website we notify you of from time to time (and such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.
White Paper: the TGE (Token Generation Event) Document and white paper available.
Your Wallet: ERC20 compliant Token wallet notified by you in writing (or via the Website) to us, into which your Builderium tokens will be placed in accordance with these Terms.
2.2 In these Terms (except where the context otherwise requires):
(a) The Section headings are included for convenience only and shall not affect the interpretation of these Terms;
(b) Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(c) Any reference to "persons" includes natural persons, firms, partnerships, or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
2.3 These Terms are drafted in English: if translated into another language, the English language text shall in any event prevail.
the acceptance of these Terms of Sale and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of your incorporation 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 you by any court or governmental or regulatory authority; and / or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
We reserve the right to notify you of any further ETH wallet- specific requirements at any time. For the avoidance of doubt, any refunds will be made in ETH.
We are not responsible for any delays, losses, costs, non-delivery or refunds of Builderium tokens, or other issues arising from the failure to provide, or providing an inaccurate Wallet.
By agreeing to Purchase Builderium tokens during the Token Sale you are confirming your acceptance of these Terms and agree to be bound by them.
Subject to the Terms of Service and these Terms, the Company agrees to sell to you and you agree to purchase from Company a specific number of Builderium tokens at the price listed on https://www.builderium.io/buy_tokens.html (“Site”) depending on the time of purchase.
Scope of Terms.
(a) Unless otherwise stated herein, these Terms govern purchase of Builderium tokens from the Company during sale period from 07.07.2018 to (“Sale Period”). Any payment received by the Company after the end of the Sale Period will be accepted only if it was originated during the Sale Period. Company may request to provide evidence of payment from Purchaser.
(d) During Sale Period Company can carry out marketing events which includes those when Builderium tokens are provided for free. Such events are intended to the increase of total tokens sales amount during Sale Period. Rules of the events may be published at https://www.builderium.io/img/Builderium-Whitepaper-Final.pdf in White Paper or announced to Purchaser by any other means.
(f) Should any conflict between Terms of Token Sale and Terms of Service, Terms of Token Sale shall prevail.
(h) you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of Builderium tokens.
5.1 In consideration of payment of the Purchasers, the Company will, or will ensure that the Builderium Token Issuing Entity will, allocate and pay the number of Builderium tokens Contributed for into Your Wallet from Our Wallet after the closing of the ICO Token Sale.
5.2 The Company will conduct a public sale of Builderium tokens (i.e. the Token Sale), which will consist of 6 rounds. Pre-Sale will begin on 07.07.2018 and end on 05.08.2018 or when the Contribution Soft Cap A of 23000 ETH Equivalent value has been reached and ITO will be over. This date will be reconfirmed on the website Builderium.io . If not, round 2 of ICO will begging begin on 11.08.2018. Other parts of ITO will go one by one consecutively or will be started manually and will have length of 10-30 days each. Please refer to token sale page in builderium.io
5.3 Private Sale: The Company will provide private sale of Builderium tokens, which will be conduct before Pre-ICO sale. Private Purchasers will have to contact directly at ___________
5.4 Not received the payment of the full Price to Our Wallet within 24 hours of Buiderium confirmations of the transaction. We reserve the right, in our sole discretion, to modify any of the timelines described herein to account for Builderium Platform congestion or other technical challenges.
5.5 You shall purchase Builderium tokens with ETH. Once the ETH is received from you the Distribution Smart Contract will make available the appropriate amount of Builderium tokens on the provided ETH address or the ETH address from which your ether was sent.
5.6 Builderium tokens are being created as ERC____ tokens on the Ethereum protocol. We reserve the right to migrate the ERC____ based Builderium tokens to another protocol and to generate replacement Builderium tokens on the new protocol in the future, should we in our sole discretion determine that doing so is necessary or useful for our operation or Builderium Platform.
5.7 Should we decide to migrate the Builderium tokens, we will notify you via the email address you provided to us during the KYC procedure
5.8 You also understand and accept that as the Contribution is smart-contract based, the functions, terms and conditions applicable thereon are set forth in the smart contract system existing on the Ethereum blockchain Smart Contract System (SCS). Furthermore, no other document or communication may modify or add any additional obligations or covenants for the Builderium tokens Issuing beyond those set forth in these Terms.
Qualification and General Issues
6.1 Any Contribution made to us during the Token sale period are characterized as a non-refundable and non-redeemable acquisitions of Builderium tokens.
6.2 Purchasers of Builderium tokens understand and acknowledge that some or all of their Purchasers could be used to develop platform and protocol, marketing and some other administrative work, which mention in white paper.
6.3 The total maximum number of Contributions that we will accept during the Token Sale shall be equal to the maximum of ____________ ETH.
6.4 Contributions in ETH must be made by using the SCS or to such other address we specify to you in writing herein or on our Sites (Contribution Software). Any Contribution in ETH to us without using the Contribution Software will not lead to a recommendation for Builderium tokens allocation as set forth below.
6.5 If you purchase Builderium tokens using a third party, that third party is your agent, not the agent of Company, for any purpose, including but not limited to the purpose of the payment of ETH. You, not Company, are responsible for ensuring that Company actually receives the appropriate amount of ETH. Company is not responsible for any loss of funds due in any part to the use of a third party to send or receive ETH.
6.6 Block Time Delay: As You are aware that, due to Ethereum block time (Mining conformation) delay, the exact time of the end of the Availability Period cannot be guaranteed.
6.7 You must not Contribute directly from an address provided by a cryptocurrency exchange service provider.
6.8 You are responsible for ensuring that the address used for your Contribution is fit to handle return functions, failure to do so, may lead to your loss of this ETH (pursuant to your intended Contribution) - this also applies in event that your Contribution is not accepted by the Contribution Software for any other reason.
6.9 Relevant information relating to the Contributions made during Token sale period shall be recorded by the Contribution Software (Contribution Information).
6.10 Upon a successful Contribution having been made, the Contribution Information will in Builderium tokens.
6.11 The creation and allocation of Builderium tokens are initiated by the Purchaser sending ETH to the Smart Contract System which triggers a smart contract operation. The Smart Contract System creates and allocates the corresponding Builderium tokens to Your Wallet (i.e. from where the ETH was sent from). Purchasers shall ensure that they make a Contribution using an ETH address with which the Contribution Software can operate.
6.12 Builderium tokens are only intended for use in the Builderium Platform under the various applicable terms that shall be implemented when the Builderium Platform is ready for use.
6.14 Ownership of Builderium tokens carries no rights express or implied other than the right to use Builderium Platform, if the Builderium Platform is successfully completed and deployed. Beyond this, ownership of Builderium tokens carries no other rights express or implied.
In particular, you understand and accept that you have no right to claim as a holder of Builderium tokens any intellectual property rights, income, profit, dividend, capital, equity, royalties or equivalent rights or any other form of economic or voting participation in or relating to the Builderium Token Issuing Entity, Builderium Platform and any parties related to the Builderium Platform project.
7.1 Builderium tokens are a proprietary ERC____ smart contract token giving token holders the right to support operations on the Builderium Platform.
7.2 The founders of the Builderium Token Issuing Entity have established the same in order to develop the Builderium Platform and issue the Builderium tonkes to Purchasers.
7.3 Builderium tokens can only be acquired and used in connection with the Builderium Platform with other participants under these Terms, the SCS and subject to any other terms and conditions that will be implemented for users of the Builderium Platform on which Builderium tokens shall be usable. Builderium tokens have no nominal or par value.
7.4 By participating to the Builderium Platform project including by receiving, using and holding Builderium tokens, no form of partnership, joint venture or any similar relationship between the Purchasers, the Builderium Tokens Issuing Entity and/or other individuals or entities involved with the Builderium Platform and the project shall be created or envisaged.
Builderium development team, determine that the technology, protocols and ecosystem have been sufficiently developed to allow the Builderium Platform to be launched, we will issue a public announcement, including any relevant material information, to Builderium tokens holders.
9.1 You have read and understood these Terms (including all the Schedules hereto)
9.2 These Terms constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
9.3 You have the necessary authority and consent to accept these Terms, to enter into a binding agreement with Company and to perform the obligations set out herein;
9.4 The acceptance of these Terms and the entry into a binding agreement with Company shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Purchaser’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 Purchaser by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound.
9.5 You are purchasing Builderium tokens for or on behalf of an entity or person, you are authorized to accept these Terms and enter into a binding agreement with Company on such entity's or person's behalf (and in such circumstances, references in these Terms to "Purchaser", shall be a reference to the entity or person on whose behalf you are authorized to make a contribution);
9.6 You are aware of risks in the cryptocurrency industry and are able to bear potential losses in full.
9.7 By Contributing to the Token Sale and/or by receiving, using and holding Builderium tokens, you represent and warrant that you:
(a) understand and expressly accept that the Builderium Tokens Issuing Entity will operate under the laws where it is established and any other applicable mandatory laws pursuant to the sovereignty of legal jurisdictions but subject to applicable international conflict of law frameworks and principles;
(b) have entered into the Token Sale on the understanding that it did not represent the offer of ‘securities’ under generally agreed principles of international law including the laws of the European Union, Swiss Confederation, Gibraltar, the United States of America and the jurisdiction in which they are established (if different).
(c) you have obtained sufficient information about the potential future use and functionality of Builderium tokens and Builderium Platform to make an informed decision to participate in the Token Sale pursuant to these Terms;
(d) are legally permitted to receive and hold and make use of Builderium tokens in the Purchasers’s jurisdiction;
(e) will carefully review the code of the Builderium tokens and fully understands and accepts the functions of such cryptocurrency tokens;
(f) are legally permitted to receive Builderium tokens and software and to contribute to the Builderium Platform;
(g) are of a sufficient age to legally acquire Builderium tokens;
(h) will contribute only from a wallet or wallet service provider that technically supports ECR___ Builderium tokens and further understand and accept, that failure to assure this may result in the inability to gain access to your Builderium tokens;
(i) are not contributing to obtain Builderium tokens purely for the purpose of speculative investment or the hope that the value of Builderium tokens will increase and is acquiring Builderium tokens to support and/or participate in the Builderium Platform;
(k) are is not obtaining or using Builderium tokens for any illegal purposes;
(l) waive the right to participate in a class action lawsuit or a class-wide arbitration in respect of the Contribution or against the Builderium Token Issuing Entity or any entity or individual involved with the issuance or allocation of Builderium tokens or in respect of the operation of the Builderium Platform;
(j) In case you buy the Builderium tokens, you will and shall at your own expense make sure you comply with all laws, regulatory obligations and limitations relevant in any jurisdiction (as the case may be);
(k) understand and expressly accepts that there are no any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose in respect of Builderium tokens and/or the success of the Builderium Platform and/or Project, expressed or implied and to the fullest extent permitted by applicable law and that Builderium token is created, acquired and exchanged at the sole risk of the Purchaser on an “as is” and “under development” basis;
(l) understand that, with regard to Builderium tokens, no market liquidity may be guaranteed and that the value of Builderium tokens over time (if any) may experience extreme volatility or depreciate entirely;
(m) bear the sole responsibility to determine if their Contribution or the allocation, use or ownership of Builderium tokens and the potential appreciation or depreciation in the value of Builderium tokens over time (if any), the sale and purchase of Builderium tokens and/or any other action or transaction related to the Builderium Platform have tax implications for him/her or it;
10.2 You shall provide true and complete information to us. You shall also provide us with such other information as we may reasonably request from time to time.
10.3 In order to be eligible to participate in the Token Sale and purchase the Builderium tokens, you will have to undergo our Know Your Client procedure (“KYC Procedure”). KYC Procedure is a customer identification process to ensure that each Purchaser is appropriately verified. It is not only our legitimate interest to assess and monitor risks, to prevent doing business with a money launderer, terrorist or other criminal, even more importantly, KYC Procedure is a fundamental practice to protect a project and its supporters from fraud and losses due to illegal funds and transactions as well as an industry standard that has been established. You acknowledge and agree that to counteract money laundering and to enforce our internal security policy, we will use internal controls and programs for such control to be maintained. We will collect and store information about you and your transactions in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679). We will aim to perform the KYC Procedure within 72 hours of your submission.
10.4 The Company may make such information available to any member of the Group, those who provide products or services, including services used to verify identity, to any member of the Group, including the Company, such as advisers, regulatory authorities, potential purchasers of the Company, and as may be required by law.
10.5 You consent to the transfer of such information to any member of the Group and business contacts outside the European Economic Area in order to further their business interests even where the country or territory in question does not maintain adequate data protection standards.
11.1 In order to How to allocate the Contributions received in order to develop and execute the Builderium Platform, The White Paper specifies at a high level how the Contributions are intended to be used. In addition, the Builderium Tokens Issuing Entity is permitted to take such measures as it deems prudent to manage any Cryptocurrency price fluctuation and Builderium Platform risks including the conversion of ETH or other cryptocurrencies or placing some of the ETH received with a third party to manage those assets on our behalf pending realization of the value for Builderium Platform development purposes.
11.2 You acknowledge, understand and accept that:
(a) you have no influence on the governance and decisions of the Builderium Platform or the Builderium Tokens Issuing Entity;
(b) we have the full right to engage any subcontractors to perform the entire or partial development and execution of the Builderium Platform;
(c) developing and creating the Builderium Platform requires substantial research and development effort. It is possible that substantial conceptual, commercial or technical changes could be made during that process;
(d) the level of development of the Builderium Platform that is attainable also depends on the amount of Contributions received, and the amount of software development and community support.
Company makes no representations regarding tax consequences of participating in the ICO, making payments to Company, or receiving and holding the Builderium tokens. You bear the ultimate responsibility for evaluating or assessing the tax consequences of your participation in the ICO to Company, or holding tokens in all the respects in any applicable jurisdiction.
By participating in this Token Sale, making payments, or holding or receiving Builderium tokes, to the extent allowable by relevant law, you agree that no other party will be held responsible for damages or losses connected to Builderium Platform.
This Terms will take effect from the Effective Date and continue until terminated in accordance with these Terms.
YOU UNDERSTAND AND ACKNOWLEDGE THAT BLOCKCHAIN TECHNOLOGY AND ETHEREUM AND ETHER ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF COMPANY’S CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY, BROADLY CONSTRUED, WILL EXCUSE COMPANY’S PERFORMANCE UNDER THESE TERMS. IN ADDITION, YOU UNDERSTAND BUILDERIUM TOKENS AND BLOCKCHAIN ANCHORING TECHNOLOGY ARE SIMILARLY NEW AND UNTESTED AND ADVERSE CHANGES IN MARKET FORCES OR TO THE UNDERLYING TECHNOLOGY, BROADLY CONSTRUED, WILL EXCUSE COMPANY’S PERFORMANCE UNDER THESE TERMS.
IN PARTICULAR, AND IN ADDITION TO THESE TERMS, YOU ASSUME ALL RISK OF LOSS RESULTING FROM, CONCERNING OR ASSOCIATED WITH THE RISKS SET FORTH IN THE TOKEN DOCUMENTATION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY COMPANY, (A) THE BUILDERIUM TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE BUILDERIUM TOKENS, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE BUILDERIUM TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET PURCHASER’S REQUIREMENTS, OR THAT DEFECTS IN THE BUILDERIUM TOKENS WILL BE CORRECTED; AND (C) COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE BUILDERIUM TOKENS OR THE DELIVERY MECHANISM FOR BUILDERIUM TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(b) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSSION OF CERTAIN WARRANTIES OR DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CUSTOMERS, SO SOME OR ALL OF THE EXCLUSIONS OF WARRANTIES ARE DISCLAIMERS IN THIS MAY NOT APPLY TO YOU.
(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE BUILDERIUM TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE BUILDERIUM TOKENS, EXCEED THE AMOUNT YOU PAY TO THE COMPANY FOR THE BUILDERIUM TOKENS.
(b) SOME JURISDICTIONS DO NOT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEWUANTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THIS SECTION MAY NAT APPLY FOR YOU.
To the fullest extent permitted by applicable law, you release Company and the Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties. You expressly waive any rights you may have under statute or common law principles that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Swiss Confederation, without giving effect to principles of conflicts of law.
(b) Amendments. The notice of change of these Terms of Sale and all terms incorporated herein by reference is considered as notice of termination of all rights and obligations between you and us derived from these Terms of Sale, if you do not accept the amended Terms of Sale or all terms incorporated herein by reference. If you do not agree to any amended Terms of Sale or terms incorporated herein by reference and you communicate your disagreement to us, the agreement between you and us is terminated by expiry of the 15-day period which starts after
(i) we provide you a notice of change of these Terms of Sale or terms incorporated herein by reference or we publish a notice of such change and
(ii) you have communicated your rejection of the changes. If you do not inform us of your rejection within the 15-day period after we provide you a notice of change of these Terms of Sale or terms incorporated herein by reference or we publish a notice of such change, you will be taken to have agreed to the changed Terms of Sale or terms incorporated herein by reference.
(c) Binding Agreement. These Terms provide the legally binding terms and conditions for the sale and purchase of the Builderium tokens. By purchasing the Builderium tokens, you acknowledge its understanding and acceptance. You are bound by the Terms in existence at the time of your purchase of Builderium tokens. If you are making a purchase on behalf of the legal entity, you understand and accept these Terms on behalf of that entity (to which refers to “you” shall also apply) and warrant that you are duly authorized to act on behalf of that legal entity.
(d) Successors and Assigns. Except as otherwise provided in these Terms, these Terms and the rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Company may assign any of its rights and obligations under these Terms. No other party to these Terms may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms, except with the prior written consent of the Company.
(e) Severability. In the event any provision of these Terms is found to be invalid, illegal, or unenforceable the remaining provisions of these Terms shall nevertheless be binding upon Company and you with the same effect as thought the void and unenforceable part had been severed and deleted.
(f) Headings. The article headings of these Terms are included for the convenience only and shall not affect the construction or interpretation of these Terms.
(g) Acceptance. You expressly agree with and accept these Terms and all terms incorporated herein by reference by proceeding with the purchase of Builderium tokens.
(e) Termination. Company may terminate this Agreement with any one of you, i.e. to refuse the further service.
Risk Factors 1. SOME MATERIAL RISK FACTORS
Purchasers are aware of the many risk involved in the purchase, use and sale of Builderium tokens and the token sale process. We have outlined below some of the material risks that are obvious to the Company and persons involved in the Token Sale and Builderium Platform project (including Released Parties):
1.1 Early Stage Technology. The Builderium token will be used to develop a Builderium Platform that is based on or in some way involved with distributed ledger technologies (DLT). You understand and accept that the use of DLT Tokenized stores of value is highly experimental. Participation in the proposed Token Sale and Builderium Platform project therefore represents a very high risk to Purchasers. The Builderium Token Issuing Entity will invest in software and other technologies and that in all cases these technologies and businesses will still be in an early development stage and unproven, and there is an inherent risk that the software, technologies and related businesses invested in by the Builderium Token Issuing Entity could be unfit for their intended purpose and/or not have the value expected.
1.2 Cryptocurrency. The Builderium Tokens Issuing Entity may wish to store or convert cryptocurrency contributions into one or more fiat and/or alternative cryptocurrencies and there could be significant difficulties in making and managing such cryptocurrencies and funds including relating to the lack of ready convertibility between fiat currencies, cryptocurrencies and Builderium tokens and the difficulty in being able to deal with such assets via traditional market counterparties and intermediaries. If the value of cryptocurrencies fluctuates unfavourably during or after the Token Sale, we may not be able to fund development, or may not be able to develop or maintain the Builderium Platform in the manner that is intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of cryptocurrencies, including but not limited to another DAO-like attack on the Ethereum Builderium Platform; or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
1.3 Main Protocol. Many of the Builderium Platform project technologies including the Builderium token will, at least initially, be based on the Bitcoin and the Ethereum protocols. Any malfunction, breakdown, forking or abandonment of these protocols may have a material adverse effect on the Builderium Platform or the Builderium tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present fundamental risks to the value of such protocols and the Builderium Platform.
1.4 Risk of software weaknesses: because Builderium token, the Smart Contract System and the Builderium Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on Builderium token, the Smart Contract System and/or the Builderium Platform. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Builderium token (including the utility of Builderium token for obtaining services), the Smart Contract System by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. is still in an early development stage and unproven.
1.5 Risk of blockchain mining attacks: You understand and accept that, as with other public blockchain based systems that depend upon independent miners, the Builderium Platform may be susceptible to mining attacks including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Builderium Platform, expected proper execution and sequencing of Builderium tokens transactions, and expected proper execution and sequencing of software computations.
1.6 Risk of loss of your credentials: If your own crypto-wallet credentials are lost or stolen, the obtained tokens associated with any Contribution will be unrecoverable and will be permanently lost. A private key, or a combination of private keys, is necessary to control and dispose of Builderium token stored in your wallet. Accordingly, loss of requisite private key(s) associated with your wallet will result in loss of Builderium tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Builderium tokens. Any errors or malfunctions caused by or otherwise related to the wallet you choose to receive and store Builderium tokens, including your own failure to properly maintain or use such wallet, may also result in the loss of your Builderium tokens. Failure to precisely follow the procedures set forth in Builderium tokens sale documentation for buying and receiving Builderium tokens, including, for instance, providing an incorrect wallet address, or providing an address that is not ERC____ compatible, may result in the loss of your Builderium tokens.
1.7 Cybercrime. Hackers or other malicious or criminal groups or organizations may attempt to interfere with the Builderium address system or the availability of Builderium token s in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, surfing, malware attacks, or consensus-based attacks. Any unauthorized access or cybercrime may result in theft or loss or inability to access Contributions, impacting the ability to issue Builderium tokens, the value of Builderium tokens and may also impact the ability to develop and launch the Builderium Platform.
1.8 Failure or Abandonment. The Token Sale event itself or the Builderium Platform project may be fully or partially abandoned or required to be re-structured for a number of reasons or remain technologically or commercially unsuccessful, or be shut down for many reasons including e.g., lack of interest from industry and/or the public, changes in law or regulatory issues, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). There is no assurance that any Builderium tokens or rights to Builderium token acquired by Purchasers will have the value expected or any value at the time of realization. You therefore understand and accept that the Contribution and/or the allocation, use and ownership of Builderium tokens, carries significant risks that could lead to Builderium tokens being unusable or valueless particularly:
(a) as a means to exchange information and services with other Builderium Platform participants; and
b) given that they are not capable of being exchanged or redeemed to the Builderium Token Issuing Entity in return for fiat or alternative cryptocurrencies.
1.9 Regulatory risk: Blockchain technology allows new forms of interaction and 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 Smart Contract System and which may, inter alia, result in substantial modifications to the Smart Contract System and/or the trading Block Platform, including its termination and the loss of Builderium token for the Purchaser. Additionally, regulation of proposed activities of the Builderium Platform is currently uncertain. It is not known what regulatory framework the proposed Builderium Platform and associated activities will be caught by, the nature and obligations that will be imposed on Builderium in order to comply with any such regulatory framework or when/if Builderium will even be able to apply to be regulated, or successfully obtain the necessary licences so that it may lawfully carry out its proposed business activities.
1.10 Risk of uninsured losses: Builderium tokens do not represent deposits and are not subject to any statutory or private insurance unless you specifically obtain private insurance to insure them. Thus, in the event of a loss normally there is no public insurance in place or private insurance arranged by the Company, to offer recourse to you.
1.11 Risk of governance failure: Builderium tokens confer no governance rights of any kind with respect to the Builderium Platform, Company or Builderium Tokens Issuance Entity, all decisions involving Company’s products or services or that of any subsidiary company within the Builderium Platform or the Company itself will be made by the Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services on the Builderium Platform, or to sell or liquidate the Company. These decisions could adversely affect the Builderium Platform and the utility of any Builderium tokens you own.
1.12 Risk of a lack of a suitable legal remedy: This Token sale is not structured as an offer of securities or a promotion, invitation or solicitation for investment purposes. The terms applicable to unregulated contributions are not normally therefore subject to financial services offering requirements including in respect of documentation or prospectus formats that are must meet certain standards required by law. For unregulated Token offerings that do not represent equity, shares, units, royalties or right to capital, profit or income in the Builderium Platform or software or in the entity that issue Builderium tokens and/or any other company or intellectual property associated with the Builderium Platform, or any other public or private enterprise, corporation, foundation or other entity in any jurisdiction. Unregulated Token sales are not therefore intended to represent a security or similar legal interest. The impact on Purchasers for investing in unregulated Builderium tokens include that there is no independent review or oversight required by law, accounts of Builderium tokens offerors may not be subject to audit requirements. In the event of a dispute as to whether (i) Purchasers have been appropriately used to meet any legally binding representations made in any Token sale documentation (ii) the Builderium Platform or Builderium tokens have been developed within the scope of the legally binding representations or function as represented; (iii) the terms and conditions of the Token sale or exchange have been breached (iv) or any other potential legal claim against a Builderium token issuer or any related third parties (Respondents), it may prove very difficult and costly for Purchasers to assert their legal rights in their home jurisdiction (based on applicable law and jurisdiction and enforcement issues) or in the jurisdiction of the Respondents and this may dissuade Purchasers from asserting their legal (including contractual and statutory) rights. In addition, even if a claim is brought it may prove difficult to distinguish between legally binding and enforceable contractual representations, warranties and terms from mere statements of the intended potential future use of a Builderium token that are not sufficiently certain legally binding promises. Terms and conditions of Token sales will also normally take significant care to warn Purchasers about the many risks involved in Builderium tokens, Token sales, and the viability of the underlying Builderium Platform on which Builderium tokens are intended to be used and this may also make it very difficult to bring a claim successfully. Purchasers and all market participants are encouraged to do their own research and consider the following helpful risk warnings and advice on this sector, and particularly the regulatory status of token sales and the risk of loss of value and lack of statutory protection.
Restrictions: Citizens and residents (whether a natural or legal person) of:
(a) the United States of America (including the Commonwealth of Puerto Rico, the United States Virgin Islands and other possessions of the United States of America),
(b) the Republic of Singapore,
(c) the Hong Kong Special Administrative Region of the People's Republic of China;
(d) the People's Republic of China, and
(e) any other jurisdiction designated by Builderium from time to time,
are prohibited from purchasing Builderium tokens if you are a US citizen or resident, or citizen or resident of the, People Republic of China, Republic of Singapore and any other countries where embargoed and Sanctioned set by the UK.
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