LOV Token Sale
Terms and Conditions
LoveChain’s LOV Token Sale Terms and Conditions
Pre-Sale Launch: ON OR BEFORE 20th July 2022 (EST)] Listing: 2nd August 2022
LOV Token Pre-Sale Price: $USD0.32
Listing: 2 August 2022 (EST)
LOV Token Listing Price $USD0.32
PART A: INTRODUCTION
These terms and conditions set out the terms of the sale and pre-sale of LOV tokens which is the native token of The LoveChain. The LoveChain (“Company”) is a new and revolutionary social media platform for being the first in the World allowing a user (amongst other things) to create their own Non-Fungible Tokens (“NFTs”) from the content they post on The LoveChain App (“Project”).
You must read the entirety of this document carefully before making any decision to purchase Tokens. You must also monitor the www.thelovechain.io website for any announcements from The LoveChain (“Company”) as they may add to, or change, these Terms and Conditions at any time.
Purchasing, holding or using cryptographic tokens carries significant potential financial, regulatory and other risks, including potential loss of the entire value of payment.
The Pre-Sale of the Tokens is through BitMart Exchange (“BitMart”). BitMart is managing, facilitating and conducting both the pre-sale and listing process.
Tokens are only for sophisticated purchasers who are knowledgeable and experienced in the features and risks of digital platforms, virtual assets, blockchain technology and smart contracts. Potential purchasers should determine for themselves the relevance of the information contained in this document and related materials, in each case as supplemented from time to time, and the necessity for additional enquiry, research and professional advice. Any decision to participate in a token sale should be based upon such independent investigation and advice as you deem necessary. This document should not be considered as a recommendation by any person to participate in any token sale or digital platform.
In particular, you should not purchase any Tokens unless you have read and understood this document and all other relevant materials and fully understand the Token Sale, including at least the following:
- the nature and purpose of the Token Sale and its cryptographic context;
- these Terms and Conditions;
- the procedures required to purchase Tokens;
- the nature and the extent of the risks to which you may be exposed by participating in the Token Sale or purchasing, holding, transferring or exchanging Tokens, including those set out in the Risk Disclosure in Schedule C; and
- the regulatory, tax and accounting treatment of participating in the Token Sale and purchasing, holding, transferring or exchanging Tokens, as well as any other relevant implications.
This document is not a prospectus nor a solicitation for investment and it does not pertain in any way to an offering of securities in any jurisdiction. This document, the Tokens and the Token Sale have not been, and will not be, registered under any legal or regulatory regime, nor have they been reviewed or approved by any regulatory authority. The Company does not hold itself out as carrying out any regulated activity in any jurisdiction. Under no circumstances does this document or any other material constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Tokens may not be purchased, held, used, offered, sold, transferred, distributed, delivered, re-sold, re-offered or exchanged within any jurisdiction where same would constitute or imply any kind of regulated activity by The Company except pursuant to an exemption from, or in a transaction not subject to, all relevant regulatory requirements.
RESIDENTS OF CERTAIN JURISDICTIONS ARE RESTRICTED FROM PARTICIPATING IN THE TOKEN SALE. A LIST OF THESE JURISDICTIONS IS SET OUT ON THE WEBSITE AND MAY BE SUBJECT TO CHANGE AT THE COMPANY’S DISCRETION.
By accessing this document or otherwise seeking to purchase Tokens you are deemed to represent to the Company that you and any person you represent have complied with these restrictions and you will not provide this document to any person to whom delivery would be unlawful nor use it in connection with any action in any place where such action is not permitted by law. If you have gained access to this document contrary to any of these restrictions, you are not authorised and you cannot seek to nor purchase, hold, or transfer Tokens.
IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS AND ALL SUPOPORTING SCHEDULES
PART B: WHAT ELSE DO YOU NEED TO READ?
An overview of the Project is contained in the Project Whitepaper, but you must still read and understand these Terms and Conditions in full before purchase.
If you are reading these Terms and Conditions in a language other than English, please read the latest English version before purchase. Only the English version is legally binding. It prevails to the extent of any inconsistency.
The Token Pre-Sale source code is publicly available on the Website. The Website is available at www.thelovechain.io.
You can also get in touch via:
The Company’s social media accounts can be found at: linktr.ee/lovechain
Please note: all of the above information sources are provided for convenience only.
Any material other than the Terms and Conditions (including, without limitation, the Project Whitepaper and any statement made on social media or in person) is not legally binding and does not form part of the Terms and Conditions.
The Company does not take any responsibility, express or implied, for independently verifying nor for updating any of the above information sources and you should not assume that any of the information contained in them is necessarily accurate, complete or up-to-date at any given time.
PART C: KEY DETAILS OF THE TOKEN SALE
The following is provided for summary purposes only. You must read the entirety of the Terms and Conditions.
Company, Seller and/or we
Company details: The LoveChain Trading Pty Ltd ACN 658 114 151 (“Company”).
Location: Sydney, Australia.
Contact details: [email protected]
The Company is the primary Seller. BitMart and/or the Company ‘s associates may distribute Tokens in certain jurisdictions or to certain persons as required by the Company. These official distribution arrangements are described by the Company on its Website. Any changes to the Seller’s details will also be described by the Company on its Website.
A new and revolutionary social media platform for being the first in the World allowing a user (amongst other things) to create their own Non-Fungible Tokens (“NFTs”) from the content they post on The LoveChain App.
The platform means The LoveChain App developed by the Company which can be downloaded, initially onto an Apple iPhone, and in time onto an Android based smartphone.
Tokens or Token
The token for sale is the Project’s native token with the ticker symbol “LOV”.
Registration for the Pre-Sale opens on 20 July 2022 at 5:00PM (EST)
The period of registration of the pre-sale is from 5:00PM (EST) on 20 July 2022 to 12:00AM (EST) on 1 August 2022 or any other date as determined by the Company
The sale of Tokens during the Pre-Sale Period or at the Listing Date.
Pre-Sale Date/Closing/Closing Date
1 August 2022 or any other date as determined by the Company.
The listing of the LOV token on the BitMart Exchange is 2 August 2022.
Distribution and activation
LOV tokens will be active on distribution. However, any Purchaser that purchases or holds 50,000 or more LOV tokens will be locked in the Purchaser’s Account after distribution. From the date of distribution, Purchased Tokens that are locked will be unlocked annually from the date of purchase. The amount that will be unlocked each year will be 10% of the total amount held by a Purchaser. Unlocked tokens will be made accessible to Purchasers and will be transferable.
Please see clause 8 for further detail in relation to the Token Sale.
Note that this distribution and activation description does not apply to the Pre-Sale and Extra Tokens.
Means the cryptocurrency exchange BitMart Exchange on which the LOV token is listing on.
Token Price for this Token Sale
The Token prices are listed by the Company on its Website, and any changes to the prices will be announced on its Website. Please see clause 6 below for further detail. Tokens may be purchased in fractions up to 8 decimal places.
Accepted payment methods
Payments are to be made in accordance with the requirements set by BitMart.
PART D: PRE– SALE REGISTRATION PROCESS
The registration process for the Company’s Pre-Sale of the Token opens on 20 July 2022 at 5:00PM (EST)and ends on 1 August 2022 at 12:00AM (EST) or any other dates as determined by the Company. The following steps outline the way a Purchaser can register for the Company’s Pre-Sale of the Token.
Step 1: Register your interest through the Company’s Website – www.thelovechain.io
Step 2: Once your interest is submitted, you will receive an email confirming your registration.
Step 3: On or around 1 August 2022 (EST) you will receive an email from the Company with information on the Pre-Sale. Within the email there will be a link for you to click re-directing you to the BitMart website/launchpad.
Step 4: When you arrive at the BitMart website, you will be provided information on how to participate in the Pre-Sale through BitMart. BitMart will manage, facilitate and conduct the pre-sale process.
PART E: TERMS AND CONDITIONS OF TOKEN SALE AND USE
TERMS AND CONDITIONS OF TOKEN SALE AND USE PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE AND USE CAREFULLY BEFORE ACCESSING THE WEBSITE LOCATED AT WWW.THELOVECHAIN.IO (THE “WEBSITE”) OR PURCHASING TOKENS. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING THE TOKENS DESCRIBED HEREIN AND AGREE TO ASSUME SUCH RISKS UPON ANY PURCHASE OF TOKENS. IN ADDITION, NOTE THAT THESE TERMS CONTAIN A BINDING CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.
The following Terms and Conditions of Token Sale and Use (including all parts and schedules) (these “Terms”) form an agreement between the Company, a company incorporated in the Commonwealth of Australia and you, or the entity you represent, (“you” or the “Purchaser”) and contain the terms and conditions pursuant to which you will purchase cryptographic BEP-20 standard tokens on the Binance Smart Chain (“BSC”) blockchain with the ticker symbol ‘LOV’ and named ‘LOV’ (the “Tokens” and each a “Token”) from the Company. You and the Company are each a “Party” and, together, the “Parties” to these Terms. This document describes the Token pre-sale and sale (the “Token Sale”) and your rights as a Token holder.
Prior to purchasing Tokens, you should carefully consider these Terms. By clicking the check boxes and the Submit button on the web application to purchase Tokens, you agree and accept to be bound by these Terms and any terms incorporated hereafter. If you have any questions regarding these Terms, please contact the Company at . If any of these Terms are unacceptable to you, do not purchase the Tokens.
Prior to purchasing Tokens, you should carefully consider these Terms and, to the extent necessary, consult a lawyer, accountant, and/or tax professional, as applicable.
Purchases of Tokens should be undertaken only by individuals or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including BSC-based tokens and blockchain-based software systems. Purchasers should have an expert understanding of the storage and transmission mechanisms associated with cryptographic tokens. While the Company will be available to assist the Purchaser of Tokens during the Token Sale, the Company will not be responsible in any way for loss of any cryptocurrency, including Tokens, resulting from actions taken by, or omitted by Purchaser. If you do not have such experience or expertise, then you should not purchase Tokens or participate in the Token Sale. Your participation in the Token Sale is deemed to be your understanding and acknowledgment that you satisfy the requirements mentioned in this paragraph.
As further described herein, by purchasing Tokens, and to the extent permitted by law, you agree to not hold the Company or its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and/or designees liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of Tokens, including losses associated with these Terms.
You acknowledge, understand and agree that:-
- You are subject to and bound by these Terms by virtue of purchasing the Tokens.
- The Tokens have no rights, intended uses or attributes outside of use with the Project’s Platform or as otherwise expressly referred to in these Terms.
- A purchase of Tokens is non-refundable and cannot be cancelled.
- A purchase of Tokens involves many, varied risks which can result in the loss of all amounts paid.
- The Token Sale process is being conducted and facilitated by BitMart Exchange;
- The Company reserves the right to refuse or cancel Token purchase requests at any time in its sole and absolute discretion.
- BitMart Exchange reserves the right to refuse or cancel Token purchase requests at any time in its sole and absolute discretion.
- The Tokens are not backed by any physical bullion, equity stake in the Company or any of its subsidiaries or affiliates or other assets which a Purchaser would have any rights or access to.
- Certain persons, including persons who commit to purchasing Tokens earlier than you, may receive more Tokens from the Company for the same amount paid. For the avoidance of doubt, the Company may, at its sole discretion and without prior consultation, offer Tokens at any price point and/or on any terms that it deems reasonable or advantageous in the circumstances.
- These Terms limit the liability of the Company and its Associated Parties (defined below) in connection with the sale of Tokens.
- You have reviewed to your satisfaction all supporting collaterals concerning the risks associate with purchasing Tokens including but not limited to the extensive
Risk Factors within these Terms and the Risk Disclosure in Schedule C.
NOTHING IN THESE TERMS SHALL BE DEEMED TO CONSTITUTE A PROSPECTUS OF ANY SORT, A SOLICITATION FOR INVESTMENT OR INVESTMENT ADVICE NOR DOES IT IN ANY WAY PERTAIN TO AN OFFERING OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. TO THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW, EACH OF THE COMPANY AND ITS SUBSIDIARIES AND ASSOCIATES (COLLECTIVELY, THE “ASSOCIATED PARTIES” AND EACH AN “ASSOCIATED PARTY”) EXPRESSLY DISCLAIM AND SHALL NOT BE LIABLE FOR ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH (I) THE PURCHASER’S ACCEPTANCE OF OR RELIANCE ON ANY INFORMATION CONTAINED IN THESE TERMS OR THE WHITEPAPER, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM.
Purchaser agrees to buy, and Company agrees to sell, Tokens in accordance with the following terms:
1. Acceptance of Terms, Whitepaper and Terms
These Terms shall be effective and binding on all parties upon you entering information, clicking the check boxes and the clicking the Submit button contained in the application form to purchase Tokens. Once you submit the form you will be directed to the website of BitMart to undertake the process to purchase the Tokens.
The Company has prepared the Whitepaper, which is available here, describing matters relating to the Company, the Project and the Tokens. You acknowledge that you have read and understand the Whitepaper and these Terms and have no objection to their contents. Information in the Whitepaper is of a descriptive nature only and does not, unless explicitly incorporated herein, form a part of these Terms. Where there exists any conflict or inconsistency between the Whitepaper or these Terms in relation to the Project, then the information in the Whitepaper shall succeed to the extent of the inconsistency. Where there exists any conflict or inconsistency between the Whitepaper or these Terms in relation to the Token Sale, then the information in the Whitepaper shall succeed to the extent of the inconsistency.
2. Minimum purchase of Tokens, purpose and Use of Tokens on the Platform
A Purchaser understands the total supply of the Tokens is 535,000,000. However, over time the total supply of Tokens may increase. You will not necessarily be notified of any increases in the supply of Tokens.
A Purchaser acknowledges and understands that during the Period:
(a) the Company has made available to the public 35,000.000Tokens for purchase;
(b) the purchase price for a Token is USD$0.32;
(c) a Purchaser can only purchase a minimum of USD$100 worth of Tokens: and
(d) subject to the amount of Tokens on offer for Purchase during the Period, there is no maximum monetary amount of Tokens a Purchaser can purchase provided there are still Tokens available for purchase.
The Company intends for the Tokens to be sold to fund the marketing of the Project.
If your Tokens are not locked, then the Tokens may be sold or exchanged for fiat currency on an exchange, when the Token lists on BitMart Exchange or any other exchange that agrees to list the Tokens, which in no case can be assured or guaranteed in any way.
You acknowledge and agree that the Company’s Platform is in an early stage of development and may undergo significant changes over time.
3. Rights attaching to Tokens
It is currently anticipated that the Tokens shall, subject to the relevant holder of such Tokens having first satisfied the Company’s compliance procedures as set out in this clause 3 and clause 14 below, carry the following rights:-
1. Access to the BitMart Exchange.
The holders of the Tokens shall be given access to the BitMart Exchange whereby holders of the Tokens will have the ability to trade and sell the Tokens for a price.
2. Participation in the Platform.
Over time the holders of the Tokens will have the ability to participate in exclusive governance functions relating to the Platform. The Company will publicly announce these functionalities as and when they go live.
3. Participation in staking.
Over time the holders of the Tokens will have the ability to stake their Tokens within the Platform. The Company will publicly announce the staking functionality as and when they go live.
4. How to Participate in the Token Sale
The Company reserves the right, in its sole discretion, to modify any of the Token Sale procedures or any of the timelines described in these Terms due to, among other things, network congestion, other technical challenges, requirements set by BitMart Exchange and/or cryptocurrency market conditions.
A. Registration of account.
In order to acquire Tokens, you must first complete an application to purchase Tokens contained on the Website.
B. User Credentials.
In order to acquire Tokens, you will be required to complete the instructions on the Company’s Website (and to provide the following information:
Date of Birth;
Country of residence.
Australian Company Number or Company Number;
Country of incorporation;
Contact person name:
Contact person Date of Birth;
Country of residence,
You agree not to allow anyone to use your personal information contained in your application to access applicant specific pages on the Website or facilitate any unauthorized access to the Token Sale. If you do share your User Credentials with anyone, that person’s activities will be deemed to have been authorized by you. You are responsible for any acts or omissions that occur during the Token Sale with the use of your User Credentials. The Company reserves the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempt thereof, associated with your User Credentials. You agree to maintain and promptly update your User Credentials and “know your client” 5 information and to keep such information accurate, complete and current.
Once re-directed to BitMart’s webpage, you will be required to establish an account with them and comply with any requirements set by BitMart, including any Know Your Customer checks.
For more information on the process with BitMart, please visit here.
D. Payment of Purchase Price.
Payment of the Purchase Price can be in USDT or any other digital currencies or stable coins accepted by BitMart. You must pay the Purchase Price by following the instructions set by BitMart and sending the correct amount to BitMart’s wallet address as instructed by BitMart. Your purchase cannot be completed until BitMart receives the full amount of the Purchase Price and verified by BitMart.
E. Gas fees.
Neither the Company or BitMart are liable for any gas fees which you may incur in addition to the Purchase Price. You acknowledge and agree that you are liable for the payment of any gas fees incurred by you associated with the purchase of Tokens.
F. Token Purchase Instructions.
In order to receive Tokens, you must follow the requirements set by BitMart and correctly provide a compatible digital wallet address to receive Tokens (the “Token Receipt Address”). It is important that you carefully provide BitMart with your Token Receipt Address as failure to provide a correct Token Receipt Address may result in a total loss of your Purchased Tokens. In addition to the instructions above, BitMart may provide further procedures and instructions regarding the purchase and delivery of Tokens (“Token Purchase Instructions”). Failure to follow the exact procedures described in the Token Purchase Instructions may result in the incorrect transmission and/or the total loss of your Purchased Tokens. The receipt or purchase of Tokens through any other means other than the means described in the Token Purchase Instructions are not sanctioned or agreed to in any way by the Company and/or BitMart.
G. Delivery of Tokens.
Subject to these Terms, BitMart will endeavour to deliver the quantity of Tokens you purchased and you are to receive within 2 weeks from the Closing date, however, the Company and/or BitMart reserves the right to extend the Token delivery deadline for:
(i) up to four (4) additional weeks if necessary to address any technical difficulties);
(ii) one (1) additional week after you provide a complete and accurate Token Receipt Address; and
(iii) one (1) additional week after you provide complete and accurate information and documentation requested by the Company and/or BitMart in connection with any compliance procedures (provided, however, that the Company and/or BitMart reserve the right to extend the Token delivery deadline if the Company or BitMart determines, in its sole discretion, that additional time is advisable to analyse information and documentation received in connection with any compliance procedures and conduct related compliance). For the avoidance of doubt, any extension pursuant to these Terms shall not affect the obligation of the Company, BitMart and you to make and take delivery, respectively, of Purchased Tokens.
H. Trading of Tokens – BitMart Exchange.
For a holder of Tokens to be able to trade, sell (or in time buy) the Tokens they have to set-up an account and digital wallet with BitMart Exchange. For this further information on this process please visit: https://www.bitmart.com/markets/en. Over time the Tokens will be made available on other cryptocurrency exchanges for buying, trading and selling and the Company will make a public announcement when this occurs.
5. Rejection and refund policy
Your purchase of Tokens during the Token Sale is final. You cannot cancel the purchase and your purchase cannot be refunded, except as provided in these Terms or as may be required by applicable law. The Company or BitMart have the right to reject your offer to purchase Tokens, in whole or in part, without giving a reason for that rejection and in those circumstances, the cryptocurrencies and fiat submitted by you will be returned to you.
6. After the Token Sale
Purchasers should have no expectation of ownership or influence over the governance of the Company. Prior to a Purchaser selling Tokens, such Purchaser shall ensure that the buyer of any such Token undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the Token sale (including, without limitation, the satisfactory completion of the Compliance Procedures). No certificate will be issued in relation to Tokens and a Purchaser’s personal Token holding is not required to be reflected, recognized, or recorded in any account or ledger maintained by the Company save in connection with the Compliance Procedures.
You are responsible for implementing all measures for securing the wallet, vault, or other storage mechanism you use to receive and hold Tokens purchased from BitMart or the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. Under no circumstance whatsoever or howsoever is the Company responsible for any losses, costs, or expenses relating to lost access credentials.
8. Taxation of Tokens and Taxation Related to the Token Sale
(a) The Purchase Price that you pay for the Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.
(b) The Purchaser bears the sole responsibility in determining if the purchase of Tokens, or the potential appreciation or depreciation in the value of Tokens over time has tax implications for the Purchaser in the Purchaser’s relevant jurisdiction.
(c) By purchasing Tokens, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, directors, investors or advisors liable for any tax liability associated with or arising from the purchase of Tokens.
9. Force Majeure
The Company is not liable for failure to perform caused by unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, pandemic or public health orders, security issues arising from the technology used, failure of BSC or other similar platform, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
10. Acknowledgment and Assumption of Risks
Purchaser acknowledges and agrees that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens, as disclosed and explained herein, in the Whitepaper and in the Risk Disclosure set out in Schedule C. If you have any questions regarding these risks, please contact us at [email protected] BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
11. Representations and Warranties
In consideration of the Company’s acceptance of the Purchaser’s offer to purchase Tokens and recognizing its reliance thereon, the Purchaser covenants, agrees, represents, and warrants to the Company as of the time of their purchase request and receipt of Tokens that:
(a) The Purchaser has read, understands, and is in full compliance with these Terms (including all Schedules), and the Purchaser understands that, by purchasing, or otherwise receiving, a Token, the Purchaser is accepting all of the terms and conditions set within these Terms;
(b) The Purchaser is not relying on any representations or statements made or information supplied by or on behalf of the Company other than information contained in these Terms and the Whitepaper. Regarding the Token Sale, in the event of any inconsistency between the statements disclosed or terms provided in the Whitepaper and these Terms, these Terms shall govern;
(c) The Purchaser has sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing Tokens;
(d) The Purchaser has obtained sufficient information about Tokens, the Company’s Platform, and the Company to make an informed decision to purchase Tokens and has otherwise had opportunity to contact the Company at with any questions regarding purchasing Tokens;
(e) The Purchaser is acquiring the Tokens solely for the Purchaser’s own account and not as nominee or custodian for another person or entity and not as nominee or custodian for another person or entity; provided, however, that if the Purchaser is an individual purchasing Tokens on behalf of any entity, the Purchaser is authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by the Purchaser or any other employee or agent of such entity (references to “Purchaser”, “you” and similar expressions in these Terms refer to the Purchaser and such entity, jointly);
(f) The Purchaser is an Eligible Purchaser as defined in Schedule B to these Terms and is not acting on behalf of, or for the benefit of, nor does the Purchaser intend transferring any Tokens they may purchase to, any person who is not an Eligible Purchaser;
(g) The Purchaser is legally permitted to purchase, receive, possess, and make use of Tokens in its relevant jurisdiction; the Purchaser is of legal age to purchase Tokens in the Purchaser’s relevant jurisdiction, and the Purchaser is not aware of any other legal reason to prevent it from obtaining Tokens; and, further, the Purchaser is not:
(i) a citizen, resident (tax or otherwise), or a citizen or resident of China or within any jurisdiction considered a ‘sanctioned regime’ by the United Nations or the Australian Federal Government;
(ii) a citizen or resident of a geographic area in which access to or use of the Company’s Platform or Token is prohibited by applicable law, decree, regulation, treaty, or administrative act; or
(iii) a citizen or resident of, or located in, a geographic area that is subject to and considered a ‘sanctioned regime’ by the Australian Federal Government, or United Nations or other sovereign country sanctions or embargoes (including, without limitation, Libya, Sudan, South Sudan, Syria, Islamic Republic of Iran or the Democratic People’s Republic of North Korea), and the Purchaser agrees that if the Purchaser’s country of residence or other circumstances change such that the representations in this clause are no longer accurate, that Purchaser will immediately cease the restricted use of the Company’s Platform or Token, as applicable;
(h) The Purchaser did not acquire and will not transfer any Tokens within the People’s Republic of China (a “Restricted Territory”). The Purchaser is not aware of and is in no way relying on, and did not become aware of the sale of Tokens through or as a result of, from or in any Restricted Territory: any form of general solicitation in connection with the offering and sale of the Tokens and you are not purchasing the Tokens and did not become aware of the offering of the Tokens through or as a result of, in any Restricted Territory, any seminar or meeting to which you were invited by, or any solicitation of a subscription by, a person not previously known to you in connection with investments in securities generally;
(i) The Purchaser understands that its purchase of Tokens does not involve the purchase or receipt of shares, equity, ownership, or any equivalent in any existing or future public or private company, corporation, or other entity in any jurisdiction;
(j) The Purchaser’s purchase of Tokens hereunder was not made using funds stemming from illegal or unethical activities or sources; and the Purchaser is not purchasing or using Tokens for any illegal purpose, and will not use Tokens for any illegal purpose;
(k) The Purchaser will comply with any applicable tax obligations in its jurisdiction arising from its purchase of Tokens, and the Purchaser accepts that it bears sole responsibility for determining the tax implications, if any, relating to (i) the purchasing, allocation, use or ownership of Tokens, (ii) the potential appreciation or depreciation in the value of Tokens over time, if any, (iii) the sale and purchase of Tokens, and (iv) any other action or transaction related to Tokens;
(l) THE PURCHASER WAIVES ANY RIGHT THAT IT MAY HAVE, OR OBTAIN IN THE FUTURE, TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR A CLASS WIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED WITH THE SALE OF TOKENS;
(m) Neither the Company nor any member, director, officer, employee, contractor or agent of the Company has provided the Purchaser with any advice regarding whether Tokens is a suitable token for the Purchaser;
(n) The Purchaser understands that the Company is not currently required to register with the Australian Securities and Investments Commission (“ASIC”) because the Company is not a collective investment vehicle or managed investment scheme and the Tokens are not shares, trust units or partnership interests and accordingly are not currently considered equity interests for the purposes of the Australian Corporations Act 2001 (Cth). The Purchaser understands that ASIC has therefore not reviewed the Tokens, Company’s Platform or these Terms and have not passed any judgment on the merits of the Company or acquiring the Tokens. ASIC will have no oversight of the Tokens or the Company’s Platform;
(o) The Purchaser understands that the Australian Government has not yet proposed or passed any legislation expressly regulating crypto currencies, cryptographic tokens, initial coin offerings or token generating events and its regulatory intentions are unclear. The Purchaser understands that any new laws imposed in Australia (or amendments to the existing laws of Australia) could, among other things:
(i) prohibit the sale, purchase or transfer of the Tokens or otherwise make holding them illegal;
(ii) require the Company to register the Tokens with ASIC and become subject to its supervision;
(iii) require the Company to move to another jurisdiction; and/or
(iv) adversely affect or destroy the value of a Purchaser’s Tokens, and that such new laws or amendments could be imposed very quickly and without warning;
(p) The Purchaser is not making a regulated investment, as this or any similar term may be interpreted by any regulatory agency in its relevant jurisdiction;
(q) THE PURCHASER TAKES SOLE RESPONSIBILITY FOR ANY RESTRICTIONS AND RISKS ASSOCIATED WITH RECEIVING AND HOLDING TOKENS, INCLUDING, WITHOUT LIMITATION, THOSE SET OUT IN SCHEDULE 3 THESE TERMS. WHEN PURCHASING DIGITAL TOKENS THERE IS AN INHERENT RISK THAT YOU MAY LOSE ALL AMOUNTS PAID;
(r) To the extent permitted by law, Purchaser understands that the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of the Token, the Company’s Platform, the BSC blockchain, the Algorand blockchain or any other blockchain or network on which the Company may ultimately build the Company’s Platform and the Tokens;
(s) The Purchaser accepts that Purchaser is obtaining Tokens on an “as is” and “under development” basis and accepts that the Company is providing Tokens without being able to provide any warranties in relation to Tokens, including, but not limited to, title, merchantability or fitness for a particular purpose; and
(t) The Purchaser has not and will not supply the Company and/or BitMart with inaccurate or misleading information relating to Purchaser’s purchase of Tokens including, without limitation, as to the Purchaser’s identity and source of funds. The Purchaser will supply the Company and/or BitMart with all accurate information, documentation or copy documentation that the Company and/or BitMart may require in order to allow the Company and/or BitMart to accept the Purchaser’s purchase of Tokens and allocate Tokens to the Purchaser, and the Purchaser will provide the Company and/or BitMart with any additional information which may be reasonably required in order that the Company and/or BitMart can fulfill its legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering and “know your customer” obligations and/or any change to the information that the Purchaser has supplied to the Company and/or BitMart.
12. Future migration of Tokens
(a) The Tokens are being created as Bep-20 standard compliant tokens on the BSC blockchain protocol. We reserve the right to migrate the BSC-based Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of the Company’s Platform.
(b) Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Company’s Platform or any other operational matters, except with respect to the migration process. If the Tokens are migrated to another protocol, the practical utility of Pre-existing Tokens will likely diminish rapidly once Replacement Tokens are created and in use by a significant portion of the Company’s Platform participants. You acknowledge and agree that for you to continue to obtain utility from the Tokens you may need to convert the Tokens you receive to Replacement Tokens in the future.
13. Anti-Money Laundering
The Purchaser understands and acknowledges that from time-to-time the Company may have certain obligations under the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth) and to the Australian Transaction Reports and Analysis Centre (“AUSTRAC”).
The Purchaser represents and warrants to the Company that:-
(a) it is not a Prohibited Person as set out in Schedule B;
(b) no person or entity that controls, is controlled by or under common control with, the Purchaser is a Prohibited Person;
(c) neither the Purchaser, nor any person having a direct or indirect beneficial interest in the Purchaser or the Tokens being acquired, 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 countrywide or territory-wide Sanctions; and
(d) to the extent that the Purchaser has any Beneficial Owners:
(i) it has carried out thorough due diligence to establish the identities of those Beneficial Owners;
(ii)) based on that due diligence, the Purchaser reasonably believes that no Beneficial Owner is a Prohibited Person;
(iii) it holds the evidence of those identities and status and will maintain all of that evidence for at least five years from the date of the Purchaser’s complete redemption from the Company; and
(iv) it will make available that evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations.
(e) The Purchaser acknowledges to the Company that if any of the representations and warranties in the preceding clause ceases to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, despite any other agreement to the contrary, the Company may, in accordance with applicable regulations, be obligated to do one or more of the following:
(i) to take certain actions relating to the Purchaser’s holding of Tokens;
(ii) to report that action; and
(iii) to disclose the Purchaser’s identity to AUSTRAC or any other authority.
(f) If the Company is required to take any of the actions referred to in the preceding clause, the Purchaser understands, and agrees with the Company, that it has no claim against the Company, and its affiliates, directors, investors, members, partners, shareholders, officers, employees and agents for any of damages as a result of any such actions.
(g) To the extent that the foregoing release endures for the benefit of any director, officer, employee, delegate, agent or subcontractor (whether existing or in the future) of the Company, Purchaser acknowledges, and by accepting this application the Company agrees, that the Company holds the benefit of release on trust for that person.
(h) In addition to the Company’s Anti-Money Laundering obligations, the Purchaser understands and agrees that:
(i) BitMart has its own obligations regarding anti-money Laundering laws and regulations it must comply with which are set out in BitMart’s terms and conditions;
(ii) ButMart has obligations to undertake ‘Know Your Customer’ checks on all new customers before it can open a customer account and issue a Purchaser with Tokens;
(iii) It must comply with these obligations and any requests made by BitMart;
(iv) in the event it fails to comply with any obligations or requests set by BitMart, that it may prohibit BitMart from opening a customer account for the Purchaser and allowing it to purchase and be issued with Tokens; and
(v) in order to comply with the anti-money laundering regulations applicable to the BitMart, the Purchaser acknowledges that Tokens will not be issued until BitMart is satisfied that evidence regarding the source of the purchase amounts and the identity of the Purchaser is satisfactory.
(i) If BitMart is required to take any of the actions referred to in the preceding clause, the Purchaser understands, and agrees, that it has no claim against BitMart, and its affiliates, directors, members, partners, shareholders, officers, employees and agents for any of damages as a result of any such actions.
(j) By agreeing to these Terms, the Purchaser consents to the disclosure by or on behalf of the Company and/or BitMart of any information about the Purchaser to regulators and others upon request in connection with money laundering and similar matters, both in Australia and in other jurisdictions.
14. Information and personal data
(b) Upon the Company’s request, you will immediately provide to the Company information and documents that the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti-money laundering laws applicable in Australia. Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Your failure to provide accurate and complete information required for your receipt of Tokens may result in delays, losses, costs, non-delivery of refunds or Tokens or other issues. You acknowledge that the Company may refuse to distribute Tokens to you and or provide access to your account until such requested information and/or documents is provided. The Company reserves its right to request further information and documentation at any time in its sole discretion. The Company may refuse you access should it have doubts as to validity, authenticity and genuineness of the documents, provided by you. You agree that the Company shall not be liable for any loss arising as a result of the delay or non-delivery of Tokens to you or any other actions taken by the Company described in this section, and you hereby waive all claims against the Company arising from such losses. You agree to indemnify and hold harmless the Company, against any loss incurred by the Company due to any such information or documentation not being provided by you.
(c) You agree that the Company will process all personal data you provide or make available during the Period, including your:
(i) name and surname;
(ii) email address;
(iii) country of residence/nationality;
(iv) date of birth; and
(v) any other personal identification information reasonably required by the Company to discharge its identification and/or anti-money laundering and terrorism financing obligations.
(d) You acknowledge, agree and consent to the Company sharing your personal information and data it collects from you with BitMart for the purpose of the Token Sale.
(e) In addition to the information set out above, the Company collects information from running its Website, provided thereto, and processes such information. When you visit the Website, the Company collects information sent by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with the Company’s website, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When you access the Website, the Company or its applicable third-party service providers on behalf of the Company may place small data files called cookies on your computer or other device. The Company uses these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
(f) Processing of personal data is any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The Company may share your personal data with third parties in order to complete the Token Sale reveal or suppress fraud or fix technical bugs or eliminate security problems. The Company will disclose your personal data to its affiliates, subsidiaries and third-party service providers in so far as is necessary to complete the Token Sale and fulfil the purposes set out below. (g) The processing of your personal information shall otherwise be in accordance with the terms of the Company’s privacy policies in effect from time to time.
(g) The processing of your personal information shall otherwise be in accordance with the terms of the Company’s privacy policies in effect from time to time.
(h) You agree that the Company will process your personal data to market, conduct and perform technical analysis on the completion of the Token Sale. Processing of your personal data will also be carried out in order to:
(i) fulfil the Company’s obligations under these Terms and under applicable law (including to comply with applicable anti-money laundering requirements);
(ii) complete your registration;
(iii) provide technical support; and
(iv) to assist the Company in the marketing of the Platform.
(i) You acknowledge and agree that you may receive emails and marketing materials from the Company, BitMart or third parties by order of the Company on the e-mail address that you provided to the Company throughout the use of the Website. At any time you will be entitled to withdraw your consent to receive such materials by following the instructions provided in materials.
The Purchaser is responsible for the decision to acquire Tokens and has legal competence and capacity to accept these terms through the Purchaser’s purchase of Tokens. The Purchaser has the knowledge and expertise to evaluate the risks of acquiring Tokens, is aware of the risks inherent in acquiring and the method by which the assets of the Company are held and/or traded and can bear the risk of loss of its entire Token acquisition. The Purchaser is authorized to make such an acquisition decision and, to the extent deemed necessary, has had the opportunity to consult its own tax and financial advisors and legal counsel regarding the acquisition of Tokens. In making the decision to acquire Tokens, the Purchaser has not relied on any advice or recommendation from the Company nor any agent associated with the Company, or any of their affiliates or any cryptocurrency exchange, including BitMart. To the extent that the Purchaser is acting on behalf of an entity, the Purchaser has 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 Tokens.
(a) To the fullest extent permitted by applicable law, the Purchaser hereby agrees to indemnify and hold harmless the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, investors, suppliers, vendors, service providers, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties” and each a “Company Party”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable legal fees) that arise from or relate to:
(i) Purchaser’s purchase or use of Tokens;
(ii) Purchaser’s responsibilities or obligations under these Terms;
(iii) Purchaser’s violation of these Terms; or
(iv) Purchaser’s violation of any rights of any other person or entity in connection with Tokens and/or these Terms. The Company reserves the right to exercise sole control over the defence, at the Purchaser’s expense, of any claim subject to indemnification under this section, including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between the Purchaser and the Company.
(b) Any Company Party or other identifiable person who is not a party to these Terms may enforce any rights granted to such party pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding anything to the contrary, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release or settlement under these Terms at any time. The Company 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. The Company will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.
17. Disclaimer of Warranties
THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET THE PURCHASER’S REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS, THE USE OF THE TOKENS, OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT THE USE OF THE TOKENS WILL BE UNINTERRUPTED.
(a) As specified more fully in the Risk Disclosure in Schedule C, transactions using crypto currency and blockchain technology, such as those involving the sale of Tokens and the use of the Platform, are at risk to multiple potential failures, including but not limited to, high network volume, computer failure, blockchain failure of any kind, and user failure. The Company is not responsible for any loss of data, cryptocurrencies, Tokens, hardware or software resulting from:
(i) any such failures; or
(ii) any actions taken by Purchaser in connection with the Token Sale.
(b) The disclaimers and other risk disclosures contained in these Terms will apply to the fullest extent permitted by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to the Purchaser.
18. Limitation of Liability
The Purchaser acknowledges and agrees that, to the fullest extent of the law the disclaimer 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 Token; or
(ii) the Company 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 the Company shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase Token, or arising out of any interaction with the Token associated smart contract implemented in relation to Token. Purchaser acknowledges that the Company is not liable for the conduct of third parties, including other purchasers of Token, and that the risk of purchasing and using Token rests entirely with the Purchaser. To the maximum extent permissible under law, under no circumstances will the Company be liable to any Purchaser for more than the amount the Purchaser has paid to the Company for the purchase of Token. The liability limitations and exclusions in this section will apply to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to the Purchaser.
To the fullest extent permitted by applicable law, the Purchaser releases the Company and the other Company Parties from responsibility, liability, claims, demands, and 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 users and the acts or omissions of third parties. The Purchaser expressly waives any rights it may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which the Purchaser may know or suspect to exist in its favour at the time of agreeing to this release.
A. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of Tokens. For facts relating to the sale and purchase, the Purchaser agrees to rely only on these Terms in determining purchase decisions and understands that the Terms govern the sale of Tokens and supersede any public statements about the Token Sale made by third parties or by the Company or individuals associated with the Company, past and present and current, during the Token Sale.
The Purchaser and the Company agree that if any provision of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.
C. No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these Terms nor be legally binding.
D. Multiple Purchaser
If there is more than one person comprising a Purchaser, then all representations, warranties, acknowledgements, undertakings and agreements by the Purchaser binds those persons jointly and each of them individually, and all benefits in favour of the Purchaser benefits those persons jointly and each of them individually.
E. Amendments; Updates to the Terms
The Company reserves the right, in the Company’s sole and absolute discretion, to change, modify, add, or remove portions of these Terms at any time, including, without limitation, as is reasonably required to comply with applicable law or regulation, by posting the amended terms on its website. Any Purchaser will be deemed to have accepted such changes by purchasing Tokens following such amendment, and such amended terms will be effective immediately. These Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
You shall not assign these Terms without the prior written consent of the Company. Any assignment or transfer in violation of this paragraph will be void. The Company may assign these Terms to an affiliated entity at any time without your prior consent. Subject to the foregoing, 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.
G. Electronic Delivery of Reports and Other Communications
The Purchaser agrees and consents to receive electronically all communications, agreements, documents, notices, and disclosures that the Company may provide in connection with the Purchaser’s purchase and use of Tokens. The Company will provide such communications to the Purchaser by posting them on its website and/or by emailing them to the Purchaser at the primary email address associated with the Purchaser’s account registered with the Company. The Purchaser acknowledges and agrees that it shall not be entitled to receive any information from the Company in paper format. If the Purchaser does not have reliable access to the internet or e-mail, the Purchaser should not acquire Tokens. The Purchaser accepts that such electronic communications may not be 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 makes no warranties in relation to these matters. The Company reserves the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If the Purchaser has any doubts about the authenticity of an electronic communication purportedly sent by the Company, the Purchaser is required to contact the purported sender immediately.
H. Cooperation with Legal Authorities
The Purchaser acknowledges and agrees that the Company intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or request are fully supported and documented by the law in the relevant jurisdictions in the Company’s judgment.
Currently, only English versions of any Company’s communications are considered official. The English version shall prevail in case of differences in translation.
J. Governing Law and Jurisdiction
These Terms are governed by and are to be construed in accordance with the laws applicable in New South Wales, Australia. All disputes or claims arising out of or in connection with these Terms, including disputes relating to its validity, breach, termination or nullity shall be settled by the courts in New South Wales, Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
K. No Class Actions
Any dispute arising out of or related to these Terms is personal to Purchaser and the 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.
L. Relationship of the Parties
Neither these Terms, nor purchasing Tokens, create any form of partnership, joint venture, or any other similar relationship between the Purchaser and the Company. Except as otherwise provided herein, these Terms are intended solely for the benefit of the Purchaser and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity.
Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms.
These Terms do not limit any rights that the Company may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Company, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Company.
All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.
P. Third Parties
Any Compans may enforce any rights granted to it pursuant to these Terms in its own right as if it was a party to these Terms. Notwithstay Party or other identifiable person who is not a party to these Termnding any term of these Terms, the consent of or notice to any person who is not a party these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.
Q. Intellectual Property
The Company retains all right, title and interest in all of the Company’s intellectual property, including, without limitation, the Platform, 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. You may not use any of the Company’s intellectual property for any reason without the Company’s prior written consent.
Schedule A: Additional Compliance Terms
The Company (and/or its delegate) or BitMart may request such evidence as is necessary to verify the identity and source of funds of a prospective Purchaser and to confirm the anti-money laundering status of any transferring Token holder. If, as a result of any information or other matter which comes to their attention, resident in Australia knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business, or employment, the person will be required to report such knowledge or suspicion to:
(i) AUSTRAC if the disclosure relates to criminal conduct or money laundering in accordance with the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth); or
(ii) the Australian Federal Police, if the disclosure relates to involvement in terrorist financing and property in accordance with the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth) or with terrorism. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
The Company prohibits acceptance of funds by any persons or entities that are acting, directly or indirectly:
(a) in contravention of any Australian. or international laws and regulations, including anti-money laundering regulations or conventions;
(b) on behalf of a government, terrorists or terrorist organizations, including those persons or entities that are included on the list of ‘sanctioned regimes’ by the United Nations and the Australian Federal Government, as such list may be amended from time to time;
(c) 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
(d) for a foreign shell bank (such persons or entities in (i) – (iii) are collectively referred to as “Prohibited Persons”).
Tax Information Exchange Obligations
Purchaser acknowledges that the Company may be subject to certain obligations (the “Tax Information Exchange Obligations”) to gather and disclose to the competent authorities information relating to purchasers of Token under:
(i) Australian revenue and taxation laws and the rules and regulations set by the Australian Taxation Office; and/or
(ii) any other legislation, regulations, or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting, and/or withholding tax regimes; the Purchaser hereby agrees to execute properly and provide to the Company in a timely manner any documentation or other information that the Company its agents or BitMart may request in writing from time to time in connection with the Tax Information Obligations. Purchaser waives 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:
(iii) the Purchaser from providing any requested information or documentation; or
(iv) the disclosure by the Company and its agents of the provided information or documentation to applicable regulatory authorities.
Without limitation, the Purchaser hereby agrees to provide any documentation or other information regarding Purchaser and Purchaser’s beneficial owners requested by the Company or its agents in connection with the Tax Information Exchange Obligations. If Purchaser provides information and/or documentation that is in anyway misleading, or Purchaser fail to provide the Company or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by the Company, or a risk of the Company or its token holders being subject to withholding tax or other penalties), the Company reserves the right:
(i) to take any action and/or pursue all remedies at the Company’s disposal including, without limitation, compulsory reversion of Purchaser’s acquisition of Token in full or in part; and
(ii) to hold back from any reversion proceeds in respect of the Token so reverted, any liabilities, costs, expenses, or taxes arising (directly or indirectly) from such action or inaction.
Further, the Purchaser shall have no claim against the Company, or any of the Company’s agents or delegates or BitMartfor any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Company in order to comply with the Tax Information Exchange Obligations.
Schedule B: Eligible Purchasers of the LOV Tokens
Eligible Purchasers from time to time, the Company’s directors may amend the criteria for determining who is an Eligible Purchaser for the purpose of purchasing or receiving Tokens.
Initially, all Purchasers are “Eligible Purchasers” except the following:
(i) a Purchaser whose acquisition of Tokens would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions;
(ii) a Purchaser on behalf of terrorists or terrorist organisations, including those persons or entities that are included on the list of ‘sanctioned regimes’ by the United Nations and the Australian Federal Government
(iii) a Purchaser who acts, directly or indirectly, 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 figure3 unless the Company, after being specifically notified by the Purchaser in writing that it is such a person, conducts further due diligence, and determines that the purchase is permitted;
(iv) a Purchaser or an entity acting as trustee, agent, representative or nominee for a Purchaser that is a foreign shell bank;
(v) a Purchaser who makes representations or warranties in the Terms that are not true when given or have ceased to be true; or
(vi) a Purchaser whose circumstances are such that, in the opinion of the Company’s directors, its continued ownership of Tokens would cause an undue risk of adverse tax or other consequences to the Company. Those circumstances include those that affect that Purchaser directly or indirectly, whether taken alone or in conjunction with another person or persons, connected or not, or any other circumstance that appears to the directors to be relevant.
All persons who do come within any of these categories are known, collectively, as “Prohibited Persons”.
Schedule C: Risk Disclosure
Participating in the Token Sale, holding Tokens and using the Platform (if and when developed) involve risks, some of which are set out below.
These risks, and additional risks arising either now or in the future, could result in the failure of the Token Sale, the destruction of Tokens or the utility of Tokens, and/or the termination of the development of the Platform.
The entire Proceeds may be lost. You may lose your entire Payment or Tokens.
You must consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to purchasing any Tokens.
You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before participating in the Token Sale, holding the Token or using the Platform.
1 Developmental nature of the Platform
(a) The Platform is in Beta version and still in development as at the date of Pre-Sale Launch and the Listing Date.
(b) The Platform is continually being developed with new features being added and may over time undergo significant changes. Various features of the Platform, including (but not limited to) its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, blockchain infrastructure, source codes, infrastructure design and other technical specifications and parameters, may be updated and changed frequently without notice.
(c) Further, the Platform may encounter difficulties during development, including financial, resourcing and technical difficulties. These difficulties are unpredictable and may be unresolvable. Additionally, the Company and the Platform may face a change in the way governmental authorities or regulators regulate the blockchain and cryptocurrency sector or the social media sector in which the Platform operates, which could adversely affect the way the Platform operates and/or the Company manages its business.
(d) Development of the Platform may therefore fail, terminate or be delayed at any time for any reason. The Platform as a whole may never be realised. Such failure, termination or delay is likely to reduce and may completely obliterate any utility that Tokens may hold.
2 Development team risk
(a) The development team currently consists of a limited number of individuals. Changes to the team may therefore adversely impact on the creation and establishment of the Platform.
(b) As the Company is a start-up, it faces substantial financial and operating risks. The Company may experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved. In addition, the Company may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise.
3 Incomplete information regarding the Platform
You will not have full access to all the information relevant to the Company and/or the Platform. The Company is not required to update you on the progress of the Platform. It is possible that you may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments.
4 Lack of operating history of the Company
The Company is a newly formed entity and has no operating history or track record that could be used (on its own) to evaluate its ability to deliver the Platform or make the Platform a success.
5 Lack of operating history of the Platform
The platform is in Beta version and has no operating history or track record that could be used (on its own) to evaluate its stability, efficiency or resilience.
6 No governance rights attaching to Tokens
Currently the Tokens confers no governance rights of any kind with respect to the Platform or the Company. Accordingly, subject to other written arrangements to the contrary, all decisions involving the Platform will be made by the Company, including decisions to discontinue the Platform. These decisions could adversely affect the Platform and the utility of any Tokens that you hold.
7 No equity, assets or property underlying Tokens
Tokens confer no ownership interest (equitable or legal) in the Platform, the Company or any other assets or property. Nothing underpins the value of Tokens other than the Platform.
8 Replication, modification or enhancement arising from nature of the Platform
The Platform is in the ever-growing social media sector. Although the Platform has unique features, it wouldn’t prevent existing social media platforms to integrate similar features and/or have new social media platforms to replicate, modify or enhance the technologies that underlie the uniqueness of the Platform, and readily create competitors for the Platform. These competitors may be more successful than the Platform.
9 Potential for misuse of the Platform
The Platform may potentially be used for activities that are illegal in certain jurisdictions. As a result, governmental authorities or regulators may take action against the Platform. This may deter users from using the Platform or may involve the complete shutdown of the Platform.
10 Reliance on third-party contractors
Development of Tokens and the Platform, and the operation of the Token Sale, will require third-party contractors with particular expertise in Binance Smart Chain and blockchain technology. The availability of such contractors is limited. They may be appointed on a formal or informal basis. If appointed under a service agreement, that service agreement may not be fit for purpose, and may fail to adequately protect the Company against the loss caused by or arising in respect of the contractor. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Company. The costs associated with any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly.
11 Utility of Tokens depends on the Platform
The utility of Tokens depends on the success of the Platform, if developed. The Platform may not be popular or widely used after its release. In the long term, the Platform may fail to attract a critical mass of users. The Platform may be merged with other projects. Various circumstances, including technical advancement and competitors, may render the Platform obsolete. Such a lack of use or interest could negatively impact the development of the Company and/or the Platform and therefore the potential utility and value of Tokens.
12 Competitor success
(a) There are other persons looking to develop blockchain technologies and blockchain based social media platforms for enterprises. The Platform seeks to maintain a competitive advantage through its use of new blockchain protocols. Potentially one of these persons could produce, a better, cheaper, more accessible, more versatile, more customer friendly or otherwise more favourable product, relative to the Platform. The Platform may make changes to the features and components of the Platform to address market demand and obtain an advantage over comparable products, thus increasing its funding requirements.
(b) If another person can produce a better, cheaper, more accessible, more versatile, more customer friendly or otherwise more favourable product, the use of the Platform will face increased competitive forces, which could even result in the Platform not being viable.
(c) It is possible that a comparable product could become popular due to a perceived or exposed flaw of the Platform that is not addressed by the Company effectively and expediently. It could become more popular even if it is not technologically or otherwise superior. There may also be a perceived advantage of a comparable product that includes features not incorporated in the Platform. If this product achieves a significant market share, there may be a range of negative.
13 Potential for misuse of the Platform
Services which may be banned, restricted or deemed immoral in certain jurisdictions may potentially use the Platform. The Platform may potentially be used for activities that are illegal in certain jurisdictions. As a result, governmental authorities or regulators may take action against the Platform and/or the Company. This may deter users from using the Platform or may involve the complete shutdown of the Platform.
14 Speculation may drive demand for Tokens
Tokens are transferrable in accordance with these Terms. Accordingly, demand for Tokens may be partially or wholly driven by speculation. Speculation may continue to drive demand for Tokens even after the launch of the Platform.
15 Inflation in supply of Tokens
The total supply of Tokens is 535,000,000. However, over time the total supply of Tokens may increase. You will not necessarily be notified of any increases in the supply of Tokens.
16 Further token sales and development and sale of additional tokens
The Company may, from time to time, and without prior notice or consultation, sell additional Tokens outside of the Token Sale. Further, the Company may develop and sell additional tokens in respect of the Platform, or otherwise raise funding for the Platform through any other means it deems necessary. You will not necessarily receive notice of the sale of additional Tokens or of any other tokens or fundraising means.
17 Volatility of Tokens
(a) The circulation of Tokens is not the responsibility of the Company, and the Company will not support or otherwise facilitate the secondary trading of Tokens. As a result, Tokens may not circulate freely or widely, and may not be listed on any secondary markets.
(b) Even if Tokens do circulate on secondary markets, the value of Tokens may be highly volatile. Factors such as perceptions of the Company and/or the Platform, delays in the development of, upgrades to or introduction of features to the Platform, fluctuations in comparable projects and token sales, market dynamics, legal and regulatory actions and changes, technical advancements, as well as broader economic, governmental and political factors, may cause the value of Tokens to change significantly over a short period of time.
(c) In addition, there may be insufficient liquidity to support an active market in Tokens, or the market in Tokens may become susceptible to market manipulation.
18 Volatility of virtual assets and fiat currencies
Payments are made in virtual assets, USDT or any other digital currencies or stable coins accepted by BitMart, other fiat currencies (if applicable). The Company may hold the Proceeds in virtual assets or fiat currencies, or a combination of any of them. The value of these fiat currencies and virtual assets may fluctuate significantly over a short period of time as a result of market dynamics, legal and regulatory actions and changes, technical advancements, exchange availability and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Platform and may affect the utility of Tokens.
19 Concentration of Token ownership
At any point in time, the Company or one or more persons may directly or indirectly control significant portions of the total supply of Tokens. Acting individually or in concert, these holders may have significant influence over the Platform. They may make decisions that are not in your best interest as a holder of Tokens.
20 Legal status of Token, Token Sale and the Platform is pending
(a) The laws of various jurisdictions may apply to Tokens, the Token Sale and the Platform. The application of these laws and regulations to Tokens, the Token Sale and the Platform is largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of virtual assets can change rapidly, and Tokens may at any time be banned or deemed to be a security, investment, asset or money by governmental authorities or regulators.
(b) On the other hand, new or changing laws and regulations or interpretations of existing laws and regulations, in Australia and other jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, if applicable, the liquidity of the Tokens, and the structure, rights and transferability of Tokens.
(c) As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Platform, thus undermining the functionality of the Platform and Tokens.
(d) Although there is no specific social media law in most jurisdictions, the social media sector and companies that operate within it, are subject to various laws and regulations which they must operate within. Both the Company and the Platform are subject to these laws. In future, government regulators may introduce specific laws that could adversely affect the social media sector. At this stage, the Company expects that the Tokens may be regulated in a number of key markets. This will require licensing, approvals and authorisations. You must not assume that the Company will be able to attain any required licensing, approval or authorisation. This means that the Token or the Platform may not be fully operations in certain markets or available in certain markets, or at all. This could require fundamental restructuring of the Company and/or the Platform.
(e) The Company may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against the Company or the Platform. As a result of such events, the Company may be required to discontinue the Token Sale and/or the Platform.
(f) You may also be subject to governmental or regulatory action by participating in the Token Sale, holding Tokens and/or using the Platform (if and when developed).
21 Tax treatment and accounting
The tax treatment and accounting of virtual assets is a largely untested area of law and practice that is subject to prospective and retrospective changes without notice. Tax treatment of virtual assets may vary amongst jurisdictions. Your participation in the Token Sale or use of the Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, release, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract Taxes either now or in the future. The Company may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Company may be required to furnish certain information about the Token Sale and/or the Platform. You must seek independent professional advice on the tax implications in relation to the Token Sale, use of the Platform and/or other transactions for your particular situation
22 Reliance on the internet
Tokens, the Token Sale and the Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the internet.
23 Reliance on Internet infrastructure
The Platform relies on the infrastructure and reliability of the internet infrastructure of the markets in which it operates. There may not be alternative networks or data servers in the event of failures or interruptions with the internet infrastructure. Any unscheduled service interruption or failure could result in unavailability or limited performance of the platform.
24 Reliance on blockchains
Tokens, the Token Sale and the Platform operate, and rely on certain blockchains, namely Binance Smart Chain and Algorand. Risks arising from reliance include (but are not limited to):
(a) the existence of technical flaws in either Binance Smart Chain or Algorand;
(b) targeting of either Binance Smart Chain or Algorand by malicious persons;
(c) majority-mining, consensus-based or other mining attacks on either Binance Smart Chain or Algorand;
(d) changes in either Binance Smart Chain or Algorand’s consensus protocol or algorithms;
(e) decreased community or miner support for either Binance Smart Chain or Algorand;
(f) rapid fluctuations in the value of either BNB or ALGO;
(g) the existence or development of competing networks and platforms;
(h) the existence or development of Forked versions of either Binance Smart Chain or Algorand;
(i) flaws in the scripting language of either Binance Smart Chain or Algorand;
(j) disputes between either Binance Smart Chain or Algorand developers, miners and/or users; and
(k) regulatory action against either Binance Smart Chain or Algorand developers, miners and/or users.
25 Conflicts of interest
There may be potential circumstances where the interests of the Company may diverge from those of Token holders. The Company is not obliged to refrain from such decisions in the interests of the Company. By supporting the Token Sale, each Purchaser will be deemed to have acknowledged these potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflicts of interest.
26 Unknown risks
As the Platform continues to be developed, there are things that will be discovered in the development process which at this point cannot be predicted. In other words, despite best efforts, the Company may not yet know all the risks that will be associated with the Platform and Token.
27 Cryptographic advancements
Developments in cryptographic technologies and techniques, including (but not limited to) the advancement of artificial intelligence and/or quantum computing, pose security risks to all cryptography-based systems including Tokens and the Platform. Applying these technologies and techniques to Tokens and/or the Platform may result in theft, loss, disappearance, destruction, devaluation or other compromises of Tokens, the Platform or your data.
28 Source code changes and flaws
The various source codes used in the Token Sale and (if and when developed) the Platform are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs.
29 No anonymity
Your participation in the Token Sale, holding and transfer of Tokens and/or use of the Platform (if and when developed) will not be anonymous. Your address and such participation will be recorded on an un-permissioned blockchain, namely Binance Smart Chain regarding the Token and Algorand regarding the Platform. It is possible to match addresses to identities.
30 Inadequate computing resources
The Token Sale and the Platform will require intensive computing resources. The demand for these resources may exceed the Company’s estimates. Ultimately, the Company’s resources may prove inadequate to support the Token Sale and/or develop the Platform, which may affect the delivery and/or utility of Tokens.
31 Loss of private key is permanent and irreversible
(a) You alone are responsible for securing your private key, whether or not the Company holds the private keys on behalf of you.
(b) Losing control of your private key will permanently and irreversibly deny you access to your Tokens. Neither the Company nor any other person will be able to retrieve or protect your Tokens. Once lost, you will not be able to transfer your Tokens to any other address or wallet. You will not be able to realise any value or utility that the Token may hold now or in future.
32 Targeting of Tokens, the Token Sale, the Platform and the Company by malicious persons
Tokens, the Token Sale, the Platform (if and when developed) and the Company may be targeted by malicious persons who may attempt to steal Tokens or the Proceeds, or otherwise intervene in the Token Sale, the Platform or the Company. This includes (but is not limited to) interventions by way of:
(a) distributed denial of service;
(d) social engineering;
(h) Double Spending;
(i) majority-mining, consensus-based or other mining attacks;
(j) misinformation campaigns; and
33 Targeting of data through the platform
The Company will have access to a large amount of data and information through the Platform, and the improper use or disclosure of such information could harm its reputation and/or the operation of the Platform. The Company may experience security breaches and be subject to attacks, which may compromise the security of the information stored or controlled by the Company. The Company may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Failure to do so would result in a loss in confidence of the Company’s business and/or the Platform.
34 Targeting of Purchaser by malicious persons
Malicious entities may target you in an attempt to steal any Tokens or cryptocurrencies that you may hold, or to claim any Tokens that you may have purchased. This may involve unauthorised access to your Digital Wallet, your private keys, your virtual assets addresses, your BitMart account, your email or social media accounts, the Platform as well as unauthorised access to your computer, smartphone and any other devices that you may use. You alone are responsible for protecting yourself against such actions.
 1 For these purposes, “Beneficial Owners” include, but are not be limited to the following: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund of funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust;; (vii) the participant in a self-directed pension plan; (viii) the sponsor of any other pension plan; and (ix) any person represented by the Purchaser in an agency, representative, intermediary, nominee or similar capacity. If the Beneficial Owner is itself an entity, the information and representations set forth in this Application Form 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.
 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 in a position 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.