Last Updated: Jan 7, 2019
This bDLR Token Agreement (this “Agreement”) contains the terms and conditions that govern your use of the bDLR distribution smart contract (the “bDLR Distribution Contract”); use of the related ERC-20 bDLR token smart contact (the “bDLR Token Contract”); and purchase of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “bDLR Tokens”) and is an agreement between you or the entity that you represent (“Buyer” or “you”) and GOVEARN (“GOVEARN,” together with its parent company, subsidiaries and affiliates, “Company”). Buyer, GOVEARN and Company are herein referred to individually as a “Party” and collectively, as the “Parties”.
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees to the following:
MATTERS RELATING TO GOVEARN.IO INFRASTRUCTURE DEVELOPMENT AND GOVEARN PLATFORM:
GOVEARN is developing the GOVEARN PLATFORM INFRASTRUCTURE (the “GOVEARN.IO Software”) as further described in the GOVEARN White Paper (as it may be amended from time to time) (the “White Paper”);
at the end of its development stage, GOVEARN will be releasing the GOVEARN.IO Platform it has developed under an open source usage license;
Company will not configure and/or launch any public blockchain platform adopting the open source Software (the “GOVEARN Platform”) for any purpose but will make it available for governments and citizens utilization as per both preferences to collaborate together, if any, and within a third party blockchain developer predesigned framework functionality;
any launch and implementation of the GOVEARN Platform may occur by third parties unrelated to Company;
third parties launching the GOVEARN Platform may delete, modify or supplement the GOVEARN.IO Software prior to, during or after launching the GOVEARN Platform; and
Company will have no control over when, how or whether the GOVEARN.IO Software is adopted or implemented, or how, when or whether the GOVEARN Platform is launched.
BINDING AGREEMENT: Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of bDLR Tokens.
NO U.S: bDLR Tokens are not being offered or distributed to U.S. persons (as defined below). If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, countries where US applies economic sanctions.
Third party developers developing bDLR tokens are solely responsible on insuring that bDLR purchase is done after KYC performance assuring exclusion of prohibited jurisdictions where bDLR is not sold that may include countries other than the US.
without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia (a “U.S. person”), or, if you are citizen, resident of, or a person located or domiciled in, or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the the US, do not purchase or attempt to purchase bDLR Tokens.
bDLR TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. The bDLR Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the GOVEARN Platform. Company does not guarantee and is not representing in any way to Buyer that the bDLR Tokens have any rights, uses, purpose, attributes, functionalities or features.
NOT A PURCHASE OF GOVEARN PLATFORM TOKENS. bDLR Tokens purchased under this Agreement are not tokens on the GOVEARN Platform. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation made by Company that Buyer will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise.
PURCHASE OF bDLR TOKENS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
bDLR TOKENS MAY HAVE NO VALUE.
COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL bDLR TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
PLEASE READ THE RISKS SET FORTH IN SECTION 7 CAREFULLY AND IN THEIR ENTIRETY.
THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.
ARTICLE ONE: ACCEPTANCE OF AGREEMENT AND PURCHASE OF bDLR TOKENS
This Agreement shall be effective and binding on the Parties when Buyer: (a) visits the the official website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Buyer. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
1.3. White Paper. Company has prepared the White Paper, which is available at describing matters relating to the GOVEARN.IO. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Buyer has read and understands the White Paper and its contents.
1.4. bDLR Tokens.
No Purpose. As mentioned above, the bDLR Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although bDLR Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the bDLR Tokens will be utilized by Company in its sole discretion.
ARTICLE TWO: bDLR TOKEN DISTRIBUTION
2.1. Allocation and Distribution of bDLR Tokens. GOVEARN intends to allocate and distribute bDLR Tokens (the “bDLR Token Distribution”) in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes details regarding the timing (the “bDLR Distribution Period”) and pricing of the bDLR Token Distribution and the amount of bDLR Tokens that will be distributed. During the bDLR Distribution Period, GOVEARN will provide specific procedures on how Buyer should purchase bDLR Tokens through the official Website. By purchasing bDLR Tokens, Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Buyer not receiving any bDLR Tokens. Any buyer of bDLR Tokens may lose some or all of the amounts paid in exchange for bDLR Tokens, regardless of the purchase date. The access or use of the bDLR Distribution, access or use of the bDLR Token and/or the receipt or purchase of bDLR through any other means other than the official Website are not sanctioned or agreed to in any way by the GOVEARN Parties. Buyer should take great care that the website used to purchase bDLR Tokens has the following universal resource locator (URL):
2.2. No U.S. or other specified. The bDLR Tokens are not being offered to U.S. persons or other persons as exclusions governed by third party bDLR developers and launchers. U.S. persons are strictly prohibited and restricted from using the bDLR Distribution Contract, using the bDLR Token and/or purchasing bDLR Tokens and Company is not soliciting purchases by U.S. persons or other prohibited persons in any way. If a U.S. person or other prohibited person uses the bDLR Distribution, uses the bDLR Token and/or purchases bDLR Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a U.S. person or other prohibited person as Buyer or Buyer has entered into this Agreement or has purchased bDLR Tokens on behalf of a U.S. person or other prohibited person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any U.S. person or other prohibited person who uses the bDLR Distribution, uses the bDLR Token and/or purchases bDLR Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless GOVEARN and GOVEARN’s 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 (collectively, the “GOVEARN Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the “Damages”) incurred by a GOVEARN Party that arises from or is a result of such U.S. person’s or prohibited person’s unlawful, unauthorized or fraudulent use of the bDLR Distribution, unauthorized use of the bDLR Token Contract and/or the receipt or purchase of bDLR Tokens.
2.3. Allocation and Sale of bDLR Tokens to GOVEARN Parties. Buyer understands and consents to the participation of the Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase or award of bDLR Tokens, including people who may work on the development and implementation of the GOVEARN.IO platform, software, infrastructure or who may work for GOVEARN’s or any of its parties future businesses which GOVEARN.IO may establish with a portion of the proceeds from the bDLR Token Distribution. All such GOVEARN Parties will participate on the same terms as every other buyer of bDLR Tokens and will be bound by this Agreement.
2.4. No Representations and Warranties. The bDLR Tokens will be distributed to buyers thereof pursuant to the bDLR Distribution and the bDLR Token. None of the GOVEARN Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the bDLR Distribution, the bDLR Token distribution or the bDLR Tokens or their utility, or the ability of anyone to purchase or use the bDLR Tokens. Without limiting the foregoing, none of the GOVEARN Parties represent or warrant that the process of purchasing the bDLR Tokens or receiving the bDLR Tokens will be uninterrupted or error-free or that the bDLR Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive bDLR Tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate digital wallet address to Company for receipt of any bDLR Tokens distributed to Buyer pursuant to the bDLR Distribution and the bDLR Token.
2.5. Not an Offering of Securities, Commodities, or Swaps. The sale of bDLR Tokens and the bDLR Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of bDLR Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
2.6. Not an Investment. Buyer should not participate in the bDLR Token Distribution or purchase bDLR Tokens for investment purposes. bDLR Tokens are not designed for investment purposes and should not be considered as a type of investment. Within hours from the end of the bDLR Distribution Period, all bDLR Tokens will no longer be transferable and the bDLR Token will prevent all further transfers and public key mappings. At this point, the distribution of bDLR Tokens will be complete. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that: (a) the GOVEARN.IO Platform, Software, or Infrastructure will ever be adopted; (b) the GOVEARN.IO will be adopted as developed by third party developers and not in a different or modified form; (c) a blockchain utilizing or adopting the GOVEARN.IO may never be launched; and (d) a blockchain may never be launched with or without changes to the GOVEARN.IO platform, software, or infrastructure and with or without a distribution matching the fixed, non-transferable bDLR Token balances. Furthermore, bDLR Tokens will not have any functionality or rights on the GOVEARN Platform and holding bDLR Tokens is not a guarantee, representation or warranty that the holder will be able to use the GOVEARN Platform, or receive any tokens utilized on the GOVEARN Platform, even if the GOVEARN Platform is launched and the GOVEARN.IO software or infrastructure is adopted, of which there is no guarantee, representation or warranty made by Company.
2.7. Not for Speculation. Buyer acknowledges and agrees that Buyer is not purchasing bDLR Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The purchase of bDLR Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company including but not limited to expectations of, or follow up on, the outcome of the company’s operation or purpose.
3.2. Intellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
ARTICLE FOUR: SECURITY AND DATA; TAXES
4.1. Security and Data Privacy.
a. Buyer’s Security. Buyer will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of bDLR Tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s bDLR Tokens and/or access to Buyer’s account. Company is under no obligation to recover any bDLR Tokens and Buyer acknowledges, understands and agrees that all purchases of bDLR Tokens are non-refundable and Buyer will not receive money or other compensation for any bDLR Tokens purchased.
b. Additional Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute bDLR Tokens to Buyer until such requested information is provided.
4.2. Taxes. Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of bDLR Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF BUYER
By buying bDLR Tokens, Buyer represents and warrants to each of the GOVEARN Parties that:
5.1. Not a U.S. Person or other prohibited Person: Buyer is not a U.S. person or other prohibited person.
5.2. Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to use the bDLR Distribution and the bDLR Smart Contract, purchase bDLR Tokens, and to carry out and perform its obligations under this Agreement.
If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase bDLR Tokens.
If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.3. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
5.4. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.
5.5. Buyer Status. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.
5.6. Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of bDLR Tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of bDLR Tokens, and liability to the GOVEARN Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase bDLR Tokens.
5.7. Funds; Payments.
Funds. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase bDLR Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the bDLR Tokens to finance, engage in, or otherwise support any unlawful activities.
Payments. All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
5.8. Miscellaneous Regulatory Compliance.
Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counter- terrorism financing requirements.
Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or bDLR Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with bDLR Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
ARTICLE SIX: DISCLAIMERS
6.1. Buyer expressly acknowledges, understands and agrees that Buyer is using the bDLR Distribution, the bDLR Token Contract and purchasing bDLR Tokens at the Buyer’s sole risk and that the bDLR Distribution, and bDLR Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE bDLR DISTRIBUTION, THE bDLR TOKEN CONTRACT AND THE bDLR TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND DOES NOT WARRANT AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ARTICLE SEVEN: RISKS
bDLR TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the bDLR Tokens (including those not discussed herein), all of which could render the bDLR Tokens worthless or of little value:
7.1. No Rights, Functionality or Features. bDLR Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. bDLR Tokens do not entitle holders to participate on the GOVEARN Platform, even if the GOVEARN Platform is launched and the GOVEARN.IO development is finished and the GOVEARN.IO platform, software, infrastructure, or pilot project(s) is adopted and implemented.
7.2. GOVEARN Platform. Buyer should not purchase bDLR Tokens in reliance on the GOVEARN Platform because bDLR Tokens are not usable on the GOVEARN Platform and do not entitle Buyer to anything with respect to the GOVEARN Platform.
7.3. Purchase Price Risk. The distribution of bDLR Tokens will occur at the end of set period during the bDLR Distribution Period. The purchase price a buyer receives for bDLR Tokens depends upon the actions of all other users sending ether (“payments in crypto or FIAT currency”) to the bDLR Token Contract during the same period. Everyone sending payments during the same period receives the same price. It is possible for other people to send in a large amount of payments after Buyer and dramatically increase the price Buyer and everyone else pays per bDLR Token received. There are no guarantees as to the price of bDLR Tokens purchased by Buyer and no guarantees that the price per bDLR Token determined each period by the market will be equal to or higher in the subsequent periods of the bDLR Distribution Period. There is the possibility that the price per bDLR Token in subsequent periods of the bDLR Distribution Period falls below the price paid by initial buyers of bDLR Tokens during the bDLR Distribution Period. GOVEARN reserves the right to change the duration of the bDLR Distribution Period for any reason, including, without limitation, bugs in the bDLR Distribution Contract or the bDLR Token Contract or the unavailability of the Website or other unforeseen procedural or security issues.
7.4. Blockchain Delay Risk. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and Buyer may not receive bDLR Tokens the same day Buyer sends payments or later.
7.5. Ethereum Blockchain. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Ethereum block producers may not include Buyer’s transaction when Buyer wants or Buyer’s transaction may not be included at all.
7.6. Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in bDLR Tokens at any time, or for the price Buyer paid. By using the bDLR Distribution Contract or the bDLR Token Contract or by purchasing bDLR Tokens, Buyer acknowledges, understands and agrees that: (a) bDLR Tokens may have no value; (b) there is no guarantee or representation of liquidity for the bDLR Tokens; and (c) the GOVEARN Parties are not and shall not be responsible for or liable for the market value of bDLR Tokens, the transferability and/or liquidity of bDLR Tokens and/or the availability of any market for bDLR Tokens through third parties or otherwise.
7.7. Token Security. bDLR Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the bDLR Distribution Contract, the bDLR Token Contract or the bDLR Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus- based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software and bDLR Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the bDLR Tokens or result in the loss of Buyer’s bDLR Tokens, the loss of Buyer’s ability to access or control Buyer’s bDLR Tokens or the loss of crypto assets in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of bDLR Tokens are not guaranteed any remedy, refund or compensation.
7.8. Access to Private Keys. bDLR Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing bDLR Tokens will result in loss of such bDLR Tokens, access to Buyer’s bDLR Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s bDLR Tokens. Company is not responsible for any such losses.
7.9. bDLR Tokens Will Become Non-Transferable. Buyer acknowledges and understands that bDLR Tokens will become non-transferrable within hours after the end of the bDLR Distribution Period. At this time, Buyer will no longer be able to map a public key to Buyer’s account and Buyer will not be able to transfer bDLR Tokens on the Ethereum blockchain. Some cryptocurrency exchanges may on their own accord enable bDLR Tokens to continue trading, but the exchanges may be unable to accept new deposits or authorize withdrawals of bDLR Tokens.
7.10. New Technology. The GOVEARN.IO Software and the GOVEARN Platform and all of the matters set forth in the White Paper are new and untested. The GOVEARN.IO Software might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the GOVEARN.IO infrastructure will be ever be launched and there may never be an operational GOVEARN Platform. Buyer should not rely on the GOVEARN.IO Software or the ability to receive tokens associated with the GOVEARN Platform in the future. Even if the GOVEARN.IO Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the GOVEARN.IO Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the bDLR Tokens and any tokens transferable on the GOVEARN Platform may become outdated.
7.11. Reliance on Third-Parties. Even if completed, the GOVEARN.IO Software will rely, in whole or partly, on third parties to develop and implement it and to continue to maintain, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the GOVEARN.IO and its Platform.
7.12. Failure to Map a Public Key to Buyer’s Account. Failure of Buyer to map a public key to Buyer’s account may result in third parties being unable to recognize Buyer’s bDLR Token balance on the Ethereum blockchain when and if they configure the balances of which Company makes no representation or guarantee.
7.13. Exchange & Counterparty Risks. If Buyer sends ETH for example to the bDLR Token Contract from an exchange or an account that Buyer does not control, pursuant to the bDLR Token Contract, bDLR Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s bDLR Tokens. Furthermore, if Buyer chooses to maintain or hold bDLR Tokens through a cryptocurrency exchange or other third party, Buyer’s bDLR Tokens may be stolen or lost. In addition, third parties may not recognize Buyer’s claim to any tokens if and when launched by third parties. By using the bDLR Distribution, using the bDLR Tokens and/or by purchasing bDLR Tokens, Buyer acknowledges and agrees that Buyer sends ETH for example to the bDLR Token Contract through an exchange account and/or holds bDLR Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.
7.14. Changes to the GOVEARN.IO design and development. The GOVEARN.IO Software is still under development and may undergo significant changes over time. Although Company intends for the GOVEARN.IO platform to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any third party that develops the GOVEARN.IO infrastructure and launches the GOVEARN Platform also may make changes, any of which may mean that the GOVEARN Platform does not meet Buyer’s expectations that company has no warranties or guarantees for and does not compensate for buyers expectations or anticipation in any form.
7.15. Risk of Alternative Blockchains based on GOVEARN.IO model. The GOVEARN.IO model will not likely be licensed under an open source or other license until after the end of the bDLR Distribution Period, if at all; however, it is possible somebody will not respect the GOVEARN.IO copyright or will modify the GOVEARN.IO platform after it has been released. Therefore, it is possible for someone to utilize the GOVEARN.IO to build and launch blockchain protocols using a token distribution other than the one intended for the bDLR Tokens both prior to or after the platform has become licensed, if any.
7.16. Risk of Lack of Transferability in Blockchain Cryptographic Token. Buyer may not be able to transfer any Blockchain Tokens Buyer receives for any reason.
7.17. Project Completion. The development of the GOVEARN.IO may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
7.18. Lack of Interest. Even if the GOVEARN.IO is finished and adopted and the GOVEARN Platform is launched, the ongoing success of the GOVEARN Platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the GOVEARN Platform.
7.19. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate or adopt such technologies or GOVEARN platform or model in specific. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact bDLR Tokens in various ways, including, for example, through a determination that bDLR Tokens are regulated financial instruments that require registration. Company may cease the distribution of bDLR Tokens, the development of the GOVEARN.IO or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.20. Risk of Government Action. As noted above, the industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to, or cause Company to, restructure its operations and activities or to cease offering certain products or services, all of which could affect Company or lead to higher operational costs, which may in turn have a material adverse effect on the bDLR Tokens and/or the development of the GOVEARN.IO platform.
ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the GOVEARN.IO Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any GOVEARN Party. Each of the GOVEARN.IO Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a GOVEARN.IO Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from a any GOVEARN.IO Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages. In no circumstances will the aggregate joint liability of the GOVEARN.IO Parties, if any, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount of one bDLR received by Company from Buyer.
8.3. Force Majeure. Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4. Release. To the fullest extent permitted by applicable law, Buyer releases the GOVEARN 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 Buyer and the acts or omissions of third parties.
To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse the GOVEARN Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a GOVEARN Party arising from or relating to: (i) Buyer’s purchase or use of bDLR Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
ARTICLE NINE: DISPUTE RESOLUTION
9.1. Informal Dispute Resolution. Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.
9.2. Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Buyer will pay for all parties attorneys’ fees and all and any dispute related expenses, including but not limited to arbitration costs, accommodations for the full period of arbitration proceedings including but not limited to all airfare, daily expenses, transportation, etc.. and arbitrators compensation. Notwithstanding the foregoing, Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
9.3. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Buyer and Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
ARTICLE TEN: MISCELLANEOUS
10.1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the civil law of the cayman islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2. Assignment. Buyer shall not assign this Agreement. Any assignment or transfer in violation of this Section 10.2 will be void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, 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.
10.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any GOVEARN.IO Party about the bDLR Tokens, the GOVEARN Platform, Blockchain Tokens or any other tokens or business models.
10.4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
10.5. Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
10.6. Termination of Agreement; Survival. This Agreement will terminate upon the completion of all sales in the bDLR Token Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
10.7. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
10.8. No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third party beneficiary rights for any person.
10.9. Electronic Communications. Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of bDLR Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form posted to GOVEARN.IO.
10.10 GOVEARN has the sole right at its own discretion to make changes, if any, to bDLR utility token programming/coding to enhance contributors protection and/or to advance/upgrade token functionality, with or without regards to the intended platform functionality and/or the utility token usability and/or convertibility on the blockchain platform intended to be built.
The bDLR Token generation/issuance procedures and Distribution will take place over 655 days as indicated below:
bDLR TOKEN DISTRIBUTION - GOVEARN RESERVES THE RIGHT TO CHANGE THIS SCHEDULE OR FINALIZE SALE AT ANY TIME DURING ANY PHASE WITHOUT NOTICE AT ITS SOLE DISCRETION.
Three billion (3,000,000,000) bDLR Tokens will be generated/issued and possibly distributed according to the following schedule:
Pre-Sale Phase: Upon availability - 300,000,000 bDLR Tokens including 100% bonus tokens, if any, (10% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 95 day period intended to start on March 19, 2019 and end on June 21, 2019 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Public Sale Phase One: Upon availability - 400,000,000 bDLR Tokens including 50% bonus tokens, if any, (10% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 93 day period intended to start on June 22, 2019 and end on September 22, 2019 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Public Sale Phase Two: Upon availability - 400,000,000 bDLR Tokens including 40% bonus tokens, if any, (30% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 93 day period intended to start on September 23, 2019 and end on December 24, 2019 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Public Sale Phase Three: Upon availability - 400,000,000 bDLR Tokens including 30% bonus tokens, if any, (50% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 93 day period intended to start on December 25, 2019 and end on March 26, 2020 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Public Sale Phase Four: Upon availability - 400,000,000 bDLR Tokens including 20% bonus tokens, if any, (50% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 93 day period intended to start on March 27, 2020 and end on June 27, 2020 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Public Sale Phase Five: Upon availability - 400,000,000 bDLR Tokens including 10% bonus tokens, if any, (50% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 93 day period intended to start on June 28, 2020 and end on September 28, 2020 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Final Sale Phase: Upon availability - 400,000,000 bDLR Tokens including 5% bonus tokens, if any, (50% of maximum token supply) will begin the process of generating or issuance procedures for bDLR tokens during a 95 day period intended to start on September 29, 2020 and end on December 31, 2020 for generated/issued bDLR tokens to be distributed thereafter upon process requirements, of issuing platform, full satisfaction.
Total of 300,000,000 bDLR (10% of maximum token supply) is planned to be reserved for the company and its teams that cannot be traded or transferred on the Ethereum network for a period of time determined by the company at its own discretion.
At the end of periods or at the end of each period referred to above, the respective set number of bDLR Tokens set forth above is expected to be distributed pro rata amongst all authorized purchasers, based on the total ETH or other authorized digital assets contributed during those periods, respectively, actual case will solely depend on issuing platform methods at the real time of distribution for sold and bonus tokens at the same time or at separate times, may be as follows:
𝑁𝑢𝑚𝑏𝑒𝑟 𝑜𝑓 bDLR 𝑇𝑜𝑘𝑒𝑛𝑠 𝑑𝑖𝑠𝑡𝑟𝑖𝑏𝑢𝑡𝑒𝑑 𝑡𝑜 𝑎𝑛 𝑎𝑢𝑡h𝑜𝑟𝑖𝑧𝑒𝑑 𝑝𝑢𝑟𝑐h𝑎𝑠𝑒𝑟 = [𝑎 × (𝑏/𝑐)] x [1 + d] Where:
a = Total ETH or other authorized digital assets contributed by an authorized purchaser during the period.
b = Total number of bDLR Tokens available for distribution in the period.
c = Total ETH for example or other authorized digital assets contributed by all authorized purchasers during the period.
d = Bonus percentage assigned for a certain phase, relevant to each separate phase from pre-sale to last public sale phase.
As an example in case of a purchaser participating in a phase with a 50% bonus tokens, The example does not represent actual calculations the purchaser can rely on, actual scenario will depend on many factors including but not limited to bDLR availability and issuing platform actual methods and transactions and distribution processing timings: If 20 bDLR Tokens are purchased during a period with 50% bonus as an example.
Purchaser(1) contributes 4 ETH and Purchaser(2) contributes 1 ETH during the period. The period ends.
As a total of 5 ETH were contributed for 20 bRDL Tokens during the period, 1 bDLR Token will be distributed for every 0.25 ETH contributed. Therefore, Purchaser(1) receives 16 purchased bDLR + 8 bonus bDLR = Total of 24 bDLR Tokens and Purchaser(2) receives 4 purchased bDLR Tokens + 2 bonus bDLR = Total 6 bDLR tokens.