TERMS & CONDITIONS
Last Updated: Jan 07, 2019
The following Terms and Conditions ("Terms"), together with the Agreement (as defined below), govern your (“ you ” or the “Purchaser”) purchase of the right to receive cryptographic bDLR tokens ("bDLR” or “Tokens”) from GOVEARN.IO (“GOVEARN” or the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction or any investment product. This document describes the bDLR token Purchase and is a material part of, and has been or will be incorporated into, a Utility Token Purchase Agreement (the “Agreement”) agreement to be entered into between you and the Company. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the GOVEARN parties shall be deemed a modification of these Terms nor be legally binding. The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during or after the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing bDLR TOKENS. Only English versions of any Company communications are considered official. Because bDLR are not securities and confer no governance rights of any kind with respect to the GOVEARN Platform or the Company, all decisions involving the Company’s products or services within the GOVEARN Platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the bDLR you own. The English version shall prevail in case of differences in translation.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE bDLR FROM THE COMPANY. BY PURCHASING bDLR FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE.
By purchasing bDLR, and to the extent permitted by law, you agree not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “GOVEARN Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of bDLR, including losses associated with the terms set forth below.
DO NOT PURCHASE bDLR IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING bDLR, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE bDLR.
PURCHASES OF bDLR SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH, ANY OTHER FIAT OR CRYPTOCURRENCY, OR bDLR TAKEN OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE bDLR OR PARTICIPATE IN THE SALE OF bDLR.
YOUR PARTICIPATION IN THE bDLR SALE IS DEEMED TO BE YOUR REPRESENTATION AND WARRANTY THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
THE PURCHASER AGREES TO BUY, AND THE COMPANY AGREES TO SELL, THE bDLR TOKENS IN ACCORDANCE WITH THE FOLLOWING
1. CONDITIONS TO bDLR TOKEN SALE
YOU MAY NOT ACQUIRE ANY bDLR TOKENS IF YOU ARE A CITIZEN OF Cuba, Iran, Lebanon, Libya, North Korea, Somalia, South Sudan, Sudan, Syria, United States, Venezuela, Yemen OR IF YOU ARE A PROHIBITED PERSON PER THE THIRD PARTY TOKEN DEVELOPERS LISTED ON THEIR TOKEN SALE PORTAL. SEE FULL LIST THAT WILL BE AVAILABLE ON TOKEN SALE LINK OR THROUGH PROCESS.
When you purchase, or otherwise receive, a BDLR token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that you understand and agree to each of the following statements, which are a true and accurate reflection of the basis on which you are acquiring the BDLR tokens:
(a) neither the Company nor any of the BDLR team has provided you with any advice regarding these Terms, the Agreement, the Rights purchased thereby and whether BDLR is a suitable product for you;
(b) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether for example, as well as blockchain-based software systems generally;
(c) you are legally permitted to receive and hold and make use of bDLR in your and any other relevant jurisdiction;
(d) you will supply us with all information, documentation or copy documentation that we require in for us to accept your purchase of the Rights and to allocate bDLR to you upon a Token Generation Event;
(e) you have not supplied us with information relating to your acquisition of bDLR or otherwise which is inaccurate or misleading;
(f) you will provide us with any additional information which may be reasonably required in order that we can fulfill our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
(g) you will notify us promptly of any change to the information supplied by you to us;
(h) you are at least 18 years old and are of a sufficient age to enter into the Agreement and legally obtain bDLR in your jurisdiction of residency, and you are not aware of any other legal reason to prevent you from obtaining bDLR;
(i) you take sole responsibility for any restrictions and risks associated with receiving and holding the Rights or bDLR, including but not limited to these set out in these terms and/or the purchase agreement;
(j) by acquiring the Rights (or receiving bDLR upon a Token Generation Event), you are not making a regulated investment, as that term may be interpreted by the regulator in your jurisdiction, or indeed any investment of any kind, but rather pre-purchasing bDLR that would ultimately give you TOKENS not attached to any rights, utilization, or investments;
(k) you are not obtaining the Rights to acquire bDLR for any illegal purpose, and will not use bDLR for any illegal purpose;
(l) you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of bDLR;
(m) your acquisition of Rights to bDLR does not involve your purchase or receipt of membership interests, shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
(n) to the extent permitted by law, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of GOVEARN and/or the Ethereum Network or any other blockchain or cryptographic technology or network;
(o) you accept that bDLR will be created, if at all, and you will obtain bDLR on an “as is” and “under development” basis. Therefore, you accept that the Company is providing bDLR without being able to provide any warranties in relation to bDLR, including, but not limited to, title, merchantability or fitness for a purpose;
(p) you understand that the Rights to acquire bDLR are not intended to have any value independent of their uses and utility in connection with the GOVEARN or any other purpose and you accept that you bear sole responsibility for (i) determining if the acquisition, use or ownership of the Rights to bDLR is right for you, (ii) the potential loss, diminution or depreciation of the Purchase Amount , (ii) the sale and purchase of bDLR; and/or (iv) any other action or transaction related to bDLR may have tax implications;
(q) you understand that the GOVEARN is under development and that, if ultimately developed, it may not provide all or any of the functions or utilities discussed in the White Paper or otherwise expected by you or the market generally;
(r) following consummation of a purchase transaction, the Company intends to immediately convert cryptographic currencies (ETH, BTC, etc.) used for purchase into fiat currencies, since fiat is still the only way the Company can fund its operations. Accordingly, in the event of any Dissolution Event (as defined in the terms or the Agreement) no associated return of funds, if any, the Company shall have the sole right at its discretion to decide on how any remaining funds, if any, are handled;
(s) you acknowledge and agree that no member of the GOVEARN parties, nor any other individual, makes any guarantee or representation, and that your transaction and or relation with GOVEARN and any and all of its parties ends at the time of bDLR distribution;
(t) you acknowledge, agree, and confirm that no member of the GOVEARN parties, nor any other individual, have any fiduciary duty resulted from your purchase of bDLR, and that your transaction or purchase of bDLR does not create a fiduciary or agency relation with GOVEARN and any and all of its parties and that these terms, the agreement, and any material or communication does not constitute or generate a fiduciary relation and that you guarantee to hold the company harmless from any such fiduciary or agency claims under any jurisdiction;
2. AFTER THE bDLR TOKEN SALE
Purchasers should have no expectation of influence over governance of the Company, build any decisions or expect a profit based on action or inaction of the company, parent company or its officers, agents, or affiliates.
3. ALL PURCHASES OF bDLR ARE FINAL
ALL PURCHASES OF bDLR ARE FINAL. PURCHASES OF bDLR ARE NON-REFUNDABLE. BY PURCHASING bDLR, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF THE GOVEARN PARTIES ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
4. TAXATION OF bDLR AND TAXATION RELATED TO THE Purchase or Public Sale
The Purchaser bears the sole responsibility to determine if the purchase of bDLR with any cryptocurrency or fiat currency, or the potential appreciation or depreciation in the value of bDLR over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing bDLR, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of bDLR
5. FORCE M AJEURE
The bDLR Team is not liable for failure to perform solely caused by: unavoidable casualty, delays in delivery of bDLR, embargoes, government orders, acts of civil or military authorities, acts by common carriers, emergency conditions of any kind, cybersecurity issues, or any similar unforeseen event that renders performance commercially implausible.
6. DISCLAIMER OF WARRANTIES
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING bDLR (OR PER THE AGREEMENT, TO-BE-ISSUED bDLR) AT THE PURCHASER'S SOLE RISK AND THAT bDLR IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF THE GOVEARN PARTIES WARRANTS THAT THE PROCESS FOR PURCHASING bDLR WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY DOES NOT AND CANNOT GUARANTEE THAT THE PRICE OF TOKENS WILL BE HIGHER IN THE FUTURE THAN IT IS DURING THE Purchase OR PUBLIC SALE, NOR THAT bDLR TOKENS WILL RETAIN VALUE.
7. LIMITATIONS ; WAIVER OF LIABILITY
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, bDLR OR (ii) THE GOVEARN PARTIES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE bDLR PARTIES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, bDLR, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO bDLR TOKENS. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE GOVEARN AND ITS PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF bDLR TOKENS, AND THAT THE RISK OF PURCHASING AND USING bDLR RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE GOVEARN TEAM, OR PARTIES, BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAS PAID TO THE COMPANY FOR THE PURCHASE OF ONE bDLR TOKEN. YOU UTTERLY WAIVE YOUR RIGHTS AND GUARANTEE TO HALT FROM BRINGING ANY FIDUCIARY DUTY OR AGENCY CLAIMS.
REMEDIES AND RECOURSES.
A LACK OF A CENTRAL REGULATORY AUTHORITY AND STRUCTURE AND THE GLOBAL NATURE OF DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGIES LIMIT LEGAL
Because there is a lack of a central regulatory authority and structure and due to the global nature of digital assets and blockchain technologies, you may have no legal remedies or recourse against the Company, other users, holders, purchasers or sellers of bDLR, and any other person or entity that may interfere with the Company, the GOVEARN Platform, or your digital wallet
THE GOVEARN PLATFORM WHEN DEVELOPED, MAY NOT MEET YOUR EXPECTATIONS .
GOVEARN is currently in planning phase or under development and may undergo significant changes before release. Your expectations and market expectations regarding the form and functionality of the GOVEARN PLATFORM and bDLR TOKEN may not be met upon the deployment, if at all.
THE COMPANY MAY BE REQUIRED TO DISCLOSE INFORMATION ABOUT bDLR USERS AND bDLR HOLDERS .
The Company or the GOVEARN Platform may be required by law, for any reason, to disclose personal information received from holders of bDLR to law enforcement, government officials, and other third parties. The Company and the GOVEARN Platform intend to comply with any such request for information and any such disclosure could have an adverse effect on the reputation or valuation of the GOVEARN or bDLR.
OTHER UNANTICIPATED RISKS
Cryptographic tokens such as bDLR are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with your purchase, possession and use of bDLR, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
Cryptocurrency and blockchain technology are in their infancy and subject to constant, severe fluctuations in value as measured against fiat currencies. The Company cannot control these fluctuations and you have sole responsibility for any losses due to volatility for crypto funds (ether for example) that you may pay to the Company.
Authorization and Indemnification
I hereby authorize and instruct each of GOVEARN and its Affiliates to accept and execute any transaction in relation to any bDLR to be acquired, acquired, to be held, or is being held by me. I agree to keep each of them indemnified against any loss of any nature whatsoever arising to any of them because of any of them acting upon such transaction and they may each rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
I hereby indemnify and hold harmless each of GOVEARN, company, and its Affiliates against any loss of any nature whatsoever arising from any of GOVEARN parties or company them acting in relation to any bDLR token purchased by me.
I indemnify and hold harmless GOVEARN and its Affiliates and their respective directors, members, partners, shareholders, officers, employees, agents, and affiliates (collectively, the Indemnified Parties) from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) that may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, or covenant set forth in my application to participate in a sale or in any other document or information I deliver to GOVEARN or the Company and its Affiliates, or from my assertion of my authorization to act.
I indemnify and hold harmless the company and its Affiliates and each of their agents and delegates and each of their respective principals, members, managers, officers, directors, stockholders, employees, and agents and hold them harmless from and against any withholding or information reporting related liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes whatsoever which an Indemnified Party may suffer or incur as a result of any action or inaction on my part (or on the part of any person related to me). This indemnification shall survive my death or the disposition of my bDLR token(s).
I indemnify and hold harmless the company and its Affiliates, and each of their owners, employees, contractors, managers, and officers against any loss arising because of a delay or failure to process transactions if I have failed to provide such evidence as is required by such parties to satisfy applicable anti-money laundering rules.
I understand, acknowledge and agree that: any Indemnified Party, or other identifiable person who is not a party to this Application may enforce any rights granted to it pursuant to this transaction as if it was a party to this Application. Except as expressly provided in the foregoing sentence, a person who is not a party to this Application shall not have any rights to enforce any term of any Application or the Agreement or these Terms.
Notwithstanding any term hereof, the consent of or notice to any person who is not a party hereto shall not be required for any termination, rescission, variation, waiver, assignment, novation, or release hereunder at any time;
The company and its Affiliates may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given;
I understand, acknowledge and agree as follows:
I have received and reviewed the Terms and have taken appropriate legal and tax advice with respect to the same.
I understand that bDLR tokens do not represent nor do they entitle the holder, in any way whatever, to a:
Depository Account; Custodial Account; Cash Value Insurance Contract; Annuity Contract; or Equity and/or Debt Interest in the company or its parent company, or any of its affiliates or assets.
Terms of Tokens
bDLR tokens are held subject to these terms and conditions and the Agreement and its Terms.
No certificate will be issued to in relation to my bDLR tokens and my personal bDLR token holding will not be reflected, recognized or recorded in any account or ledger maintained by GOVEARN, the company, its parent company, or affiliates.
I understand that, prior to any purchase of bDLR tokens, I must pay cash or Digital Currency (“Contributed Amount”) to the issuing company in accordance with the Terms to the cryptocurrency address indicated at
Upon acceptance of my request to buy bDLR tokens, the Contributed Amount will be converted for bDLR tokens in accordance with issuing or generating platform calculations at the time of transaction completion.
The company (and/or its delegate) may request such evidence as is necessary to verify the identity and source of funds of a prospective token purchaser. The company shall not accept any Contributed Amount and/or request for bDLR tokens until all information required for verification purposes has been provided.
The company prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly: (i) in contravention of any international laws and regulations, including anti-money laundering regulations or conventions; (ii) on behalf of terrorists or terrorist organizations, as such list may be amended from time to time; (iii) for a senior foreign political figure , any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political, unless the company, after being specifically notified in writing that the Purchaser is such a person, conducts further due diligence, and determines that such acquisition shall be permitted; or (iv) for a foreign shell bank  (such persons or entities in (i) – (iv) are collectively referred to as “ Prohibited Persons ”). Purchaser is solely responsible on providing any and all documentation and verification of such to the company.
Tax Information Exchange Obligations
I shall execute properly and provide to the company in a timely manner any documentation or other information that the company or its agents may request in writing from time to time about Tax Information Obligations. I waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit the company's compliance with applicable law as described in this paragraph, including but not limited to by preventing either (I) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by the company and its agents of the provided information or documentation to applicable regulatory authorities. Without limitation, I shall provide any documentation or other information regarding myself and my beneficial owners requested by the company or its agents about the Tax
Information Exchange Obligations.
If I provide information and/or documentation that is in anyway misleading, or I fail to provide the company or its agents or delegates with the information and documentation that has been requested, (if such action or inaction leads to compliance failures, or a risk of the company or its token holders being subject to withholding tax or other penalties), GOVEARN reserves the right: to take any action and/or pursue all remedies at its disposal including, without limitation, termination of any agreements in full or in part; and to hold back from any termination proceeds, any liabilities, costs, expenses or taxes arising (directly or indirectly) from such action or inaction.
Further, I shall have no claim against GOVEARN, Parent company, the company or its Affiliates, or either of their agents or delegates, for any form of damages or liability because of actions taken or remedies pursued by or on behalf of the or its Affiliates in order to comply with the Tax Information Exchange Obligations.
Electronic Delivery of Reports and Other Communications
I accept that electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. The company and Affiliates make no warranties in relation to these matters. Each of GOVEARN, parent company, and Affiliates reserve the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If I have any doubts about the authenticity of an electronic communication purportedly sent by the company or Affiliates I am required to contact the purported sender immediately. GOVEARN’s, parent company, the company acceptance of my bDLR token purchase is not conditioned on my giving consent to electronic delivery of bDLR related information. If I do not have reliable access to the internet or e-mail, I shall not acquire Tokens. I shall not be entitled to receive any information from the company in paper format.
Representations and Warranties
In consideration of the company's acceptance of my offer to purchase bDLR tokens and recognizing its reliance thereon, I agree, represent, and warrant to GOVEARN, Parent company, the company that:
1. I am fully in compliance with the Terms.
2. I am acquiring the bDLR tokens solely for my own account and not as nominee or custodian for another person or entity.
3. I am not:
a citizen or resident of Cuba, Iran, Lebanon, Libya, North Korea, Somalia, South Sudan, Sudan, Syria, United States, Venezuela, Yemen or other prohibited countries or persons acquiring bDLR tokens as nominee or custodian for another person or entity; or acting on behalf of a trust which has any beneficiaries or trustees that would be prohibited in participating herein if they did so directly.
4. I did not acquire and will not transfer any bDLR tokens within the United States, Cuba, Iran, Lebanon, Libya, North Korea, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen their territories or possessions or any other restricted territories or prohibited persons (hereinafter collectively referred to as the “ Restricted Territory ”).
5. I did not engage and will not engage in any activity relating to the sale of bDLR tokens in the Restricted Territory.
6. I am responsible for the decision to acquire bDLR tokens and I have legal competence and capacity to execute this Application.
7. I have the knowledge, expertise, and experience in all matters necessary to evaluate the risks of acquiring bDLR token, I am aware of the risks inherent in acquiring bDLR and I can bear the risk of loss of my entire token acquisition.
8. I am qualified and authorized to make such acquisition decision and, to the extent deemed necessary, I have consulted my own advisors and legal counsel regarding acquisition of bDLR tokens. In making the decision to acquire bDLR tokens, I have not relied on any advice or recommendation from the company or its Affiliate nor any placement agent associated with the company or any of their affiliates.
9. To the extent that I am acting on behalf of a non prohibited or restricted entity as detailed in these terms and agreement, I have the full power and authority under such entity's governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire bDLR tokens.
10. This is my guarantee to the company and it constitutes a valid and binding guarantee and is enforceable against me in accordance with its terms.
12. I hereby certify that (i) I am not, nor is any person or entity controlling, controlled by or under common control with me, a Prohibited Person, (ii) the funds paid for bDLR tokens on my own behalf, were not and are not derived from activities that may contravene any international laws and regulations, including anti-money laundering laws and regulations and (iii) to the extent I have any beneficial owners, (A) I have carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, I reasonably believe that no such beneficial owners are Prohibited Persons, (C) I hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of my complete transaction and (D) I will make available such information and any additional information that the company may require in accordance with applicable regulations. If any of the representations, warranties or covenants in this section cease to be true or if the company no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the company may, in accordance with applicable regulations, be obligated to freeze my token rights, either by prohibiting additional acquisition, declining or suspending any transaction requests, and may also be required to report such action and to disclose my identity to the proper authority. If the company is required, or elects for any reason, to take any of the foregoing actions, I understand and agree that I shall have no claim against the company and its respective affiliates, directors, members, partners, shareholders, officers, employees, parent company, and agents for any form of damages as a result of any of the aforementioned actions.
END NOTES :
 Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is able to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
 Foreign shell bank means a foreign bank without a physical presence in any country, but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.
 Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) owners of a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its beneficial owners.
UTILITY TOKEN Purchase/PUBLIC SALE PURCHASE AGREEMENT
BY PURCHASING ANY TOKENS DURING THE COMPANY’S Purchase OR PUBLIC SALE, THE PURCHASER AGREES THAT THE TERMS AND PROVISIONS HEREIN AND IN THE AGREEMENT SHALL GOVERN SUCH PURCHASE. THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS AND MY REPRESENTATIONS, ACKNOWLEDGMENTS, WARRANTIES, AND CERTIFICATION (AS THE TEXTS HEREIN). SUCH TERMS AND CONDITIONS AND MY REPRESENTATIONS, ACKNOWLEDGMENTS, WARRANTIES, AND CERTIFICATION ARE INCORPORATED HEREIN BY REFERENCE AND FORM AN INTEGRAL PART OF THE AGREEMENT.
Termination . This Agreement will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to these terms; (ii) the rejection of a purchase transaction at the sole discretion of the company, or (iii) if the company at its own discretion aborts the process, at any time for any reason, to any entity including the purchaser.
The Purchaser hereby represents and warrants to the Company as follows:
(a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligations 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. The Purchaser owns and controls the cryptocurrency it uses to purchase Tokens and the crypto wallets from which it sent its purchase consideration and to which Tokens will be sent.
(b) The Purchaser has been advised that the offers and sales of either the Tokens have not been registered under any country’s securities laws and, to the extent it might be deemed by applicable legal authorities to constitute a security, cannot be resold except in compliance with the applicable jurisdiction’s laws. The Purchaser acknowledges that securities laws with respect to cryptocurrencies, blockchain, and tokens such as Tokens are still evolving, and that these industries are extremely early stage, and that these facts constitute a substantial risk of participating or making any purchase or trade in this space. The Purchaser has consulted with his, her, or its own legal counsel and other professional advisors with respect to the terms hereof and the purchase of Rights hereunder, or has made an informed decision not to do so.
(c) The Purchaser is purchasing the tokens for its own account, not as a nominee or agent, and not with a view to or for resale in connection with the distribution thereof. The Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Rights nor, following a Token Generation Event, Tokens. The Purchaser is entering into this Agreement with the intention of using Tokens issued following a Token Generation Event purchased hereby for his/her own possession.
(d) The Purchaser has such knowledge and experience in financial and business matters, and particularly in the cryptocurrency industry, that the Purchaser can evaluate the merits and risks of such purchase, is able to incur a complete loss of Purchaser’s purchase without impairing the Purchaser’s financial condition, and is able to bear the economic risk of such purchase for an indefinite period of time.
(e) Neither the Company nor any of its affiliates, members, or representatives is making any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, except as expressly set forth in this Agreement, and the Company hereby disclaims any such other representations and warranties.
(f) The Purchaser has read the Terms and Conditions in their entirety, makes each of the representations and warranties contained therein, understands and accepts the risks identified therein, and agrees to be bound thereby.
(g) The Purchaser is a sophisticated party and has made his, her, or its own independent investigation, review, and analysis regarding the Company, the Rights, the Token, this Agreement, and the transactions contemplated hereby, which investigation, review and analysis were conducted by the Purchaser and any legal counsel, advisors, or experts they may have engaged for such purpose. The Purchaser acknowledges that, except as set forth in this Agreement, neither the Company nor any of its affiliates, members, or representatives is making, directly or indirectly, any representation or warranty with respect to the Company, the Token, this Agreement, and the transactions contemplated hereby.
(h) The Agreement (including the Terms and Conditions incorporated herein), constitutes the entire understanding and agreement between the parties, and supersedes any prior written agreements, arrangements, communications and understandings, and any prior or contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.
(a) This Agreement is contingent upon payment of the Payment Amount by Purchaser. If Purchaser does not pay the Payment Amount, then Purchaser shall have no Rights to bDLR Tokens.
(b) The Purchaser is not entitled, as a holder of the bDLR, to vote or receive dividends or be deemed the holder of membership rights or other equity of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of an equity holder or member of the Company or any right to vote for the election of managers or directors or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
(c) In the event any one or more of the provisions of the Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(d) FULLY PERMITTED BY LAW, THE PURCHASER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OR THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW STATUTE OR ANY OTHER THEORY).
(e) By indicating its approval of the terms on the Company’s website, including via any checkbox or by purchasing bDLR, the Purchaser agrees that the terms and provisions of terms (together with any related provisions, such as the agreement and purchasers representations and warranties) shall govern such purchase.
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