This Token Sale Agreement (hereinafter – the “Agreement”) summarize principle terms purposed by Trinity Vision Research and Innovation OÜ, a company, incorporated in the jurisdiction of Estonia (hereinafter – the “Company”) regarding sale of digital tokens which will be issued by the Company to You (hereinafter – the “Buyer”).
Please read carefully this Agreement before purchasing Big Bang Tokens (BBTokens), as it effects your obligation and legal rights, including but not limited to, waivers of rights and limitation of liability. If you do not with this Agreement, you shall not purchase Big Bang Tokens (BBTokens). By purchasing Big Bang Tokens (BBTokens) during the Token Sale period set forth herein from the Company, you will be bound by this Agreement, thus your early purchase of Big Bang Tokens (BBTokens) is subject to this Agreement.
The Buyer and the Company shall each be referred to as a “Party” and collectively as the “Parties”.
WHEREAS, the Company should develop and implement Big Bang Platform
(BBPlatform) – a platform with a set of solutions for creating and supporting gambling projects (a decentralized application, network, loyalty program and payment system that are based on the blockchain technology); and
WHEREAS, the Company will issue its ERC20 digital token called Big Bang Token (BBToken), which will be used as the utility tokens within the Big Bang Platform (BBPlatform) and other resources, which will use the Big Bang Platform (BBPlatform); and
WHEREAS, the Buyer wants to purchase Big Bang Tokens (BBTokens) pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in mutual consideration of the covenants and agreements contained herein, the Company and Buyer agree as follows:
1. EXPLANATION OF BIG BANG TOKENS (BBTOKENS)
1.1. The Buyer understands and accepts that BBTokens will be used as virtual currency on the BBPlatform. BBTokens grants a right of its holders to performance of certain electronic services, provided by the Company as set of software solutions for creating and supporting online gaming projects. Thereby, BBTokens holders have the right to demand the access to the resources, which install and integrate the Platform, as well as the use of functionality of such resources.
1.2. The Buyer expressly agrees that BBTokens are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be commodity or any other kind of financial instrument, do not represent any share, stake, security or equivalent rights, including but not limited to, any rights to receive future revenue shares and intellectual property rights, and do not represent any ownership right.
1.3. The Company has prepared a Big Bang Whitepaper (https://bbtokens.io/whitepaper.pdf) to describe some matters related to Big Bang infrastructure, including but not limited to, any technological aspects or software matters.
However, the Company’s Whitepaper shall in no way be deemed as constituting a
legally binding agreement, contract, decision etc. between the Company and the Buyer. This Agreement entirely regulates relations between the Parties and overrides any prior negotiations or otherwise implied terms of cooperation between the Parties.
2. PURCHASE OF BIG BANG TOKENS (BBTOKENS)
2.1. The Buyer hereunder commits to purchase BBTokens for Ethereum cryptocurrency (ETH), and the Company hereby expressly agrees to issue and sell to the Buyer BBTokens. In order to do so, the Buyer shall transfer such cryptocurrency as set forth herein and the Company allocate an amount of BBTokens equivalent to the payment to the Big Bang Wallet (BBWallet)
of the Buyer.
2.2. The use of BBTokens and relations between the Company and Buyer might be governed by any other applicable terms and policies, including but not limited to, public token sale agreement (terms of token sale). The Buyer agrees and acknowledges that, to the extent applicable to the Buyer, all statutory obligations in connection with taxes incurred, directly or indirectly, in connection with the Buyer’s purchase, ownership and subsequent transfer of BBTokens, shall be sole responsibility of the Buyer.
3. ACCEPTANCE, PURCHASE PRICE, PAYMENT AND EXCHANGE
3.1 By signing this Agreement and/or by buying BBTokens hereunder, the Buyer expressly accepts all terms and conditions described herein and agrees to be bound thereby and comply therewith.
3.2. Unless otherwise stated herein, this Agreement governs purchase of BBTokens by the Buyer from the Company during the Closed Door Private Sale Period, Pre-Sale Period from July 01, 2018 (12:00 PM NYC, 17:00 LDN, 19:00 MSK, 24:00 HKG) to September 31, 2018 (12:00 PM NYC, 17:00 LDN, 19:00 MSK, 24:00 HKG) and Public Sale Period from October 01, 2018 (12:00 PM NYC, 17:00 LDN, 19:00 MSK, 24:00 HKG) to December 31, 2018 (12:00
PM NYC, 17:00 LDN, 19:00 MSK, 24:00 HKG) (hereinafter jointly – “Token Sale Period”).
3.3. The Company will issue 500 000 000 BBTokens in accordance with the Big Bang Whitepaper. Only 20% of the total amount, which equals to 100 000 000 BBTokens, will be available for Token Sale Period Phase 1. Phase 2 and Phase will be announced depends on the product development stages.
3.4. Soft Cap constitutes $ 1 000 000 and means the minimum amount of raised fund that will determine the success of Token Sale Period and will help the Company to develop and implement Big Bang Platform (BBPlatform) as intended. If Soft Cap is not reached, the Company will not allocate BBTokens to the Buyer and will return fund to the Buyers. The Сompany may, at its discretion, determine that the Soft Cap is reached when the aggregate amount of payments transferred by the Buyers is close to the Soft Cap.
3.5. Hard cap constitutes $ 25 000 000 and means the maximum amount of raised funds required to develop and implement Big Bang Platform (BBPlatform). If Hard Cup is reached, the Developer will stop accepting payments from the Buyers, and the Big Bang Token Sale will come to the end. The Buyer may not purchase BBTokens hereunder after Hard Cup is
reached. If Hard Cup is not reached, the Developer will terminate BBTokens that have not been sold during Big Bang Token Sale, thus reducing the total amount of BBTokens.
3.6. Purchased BBTokens may be sold and transferred by the Buyer at any time after Token Sale Period ends via cryptocurrency exchange at his/her own risk and without any interference of the Company, provided that BBTokens are listed on any of the cryptocurrency exchanges. The Buyer acknowledges that the Company cannot ensure and/or secure listing of the BBTokens on such exchanges as it is the discretion of cryptocurrency exchange whether to
3.7. For the 1 ETH the Buyer will be able to buy 5000 BBTokens during Closed Door Private Sale Period and such purchase price is not subject to change within this Closed Door Private Sale Period, provided however that some bonuses may be provided.
For 1 ETH the Buyer will be able to buy 4000 BBTokens during Pre-Sale Period and such purchase prices are not subject to change within this Pre-Sale Period provided however that some bonuses may be provided.
For 1 ETH Buyer will be able to buy 3000 BBTokens during the Public Sale Period and such purchase prices are not subject to change within this Public Sale Period, provided however that some bonuses might be provided.
3.8. In order to purchase BBTokens, the Buyer shall send ETH in the amount, which is equivalent to the amount of BBTokens the Buyer is willing to receive for such payment to the Big Bang Wallet (BBWallet) of the Company. The Company will distribute BBTokens only after KYC/AML procedure has been successfully completed and the Public Sale Period ends.
3.9. The Buyer is obliged to strictly follow any and all requirements and procedures set forth by the Company. Only if KYC procedure would be successful, the Buyer would be a lawful holder of BBTokens. If the Buyer fails to pass KYC procedure, the Company shall not distribute the BBTokens. The Company is not liable or inability of the Buyer to receive or use BBTokens because of Buyer’s failure to follow any of the requirements and procedures of the Company or due to any possible misrepresentation of the Buyer and shall not make any refund or prior contributions.
4. THE BUYER’S BIG BANG WALLET (BBWallet)
4.1. In order to receive BBTokens, the Buyer shall have BBWallet, login, password and a wallet address to it since the token distribution will be carried out via specially deployed token sale smart contract.
4.2. The Buyer may required to manually set Buyer’s BBWallet to watch the token sale smart contract to receive BBTokens after their issuance by the Company. In this case, the Company will provide the Buyer with instructions as to Wallet operation.
4.3. The Buyer shall not use any online exchange services, Jaxx and other multisignature wallets to receive purchased BBTokens. The Buyer hereunder confirms, represents and warrants that he/she will use only a valid BBWallet in order to receive purchased BBTokens. The Company will transfer relevant amount of the BBTokens to the Buyer’s BBWallet once Token Sale Period ends.
5.1. The Company strictly follows anti-money laundering (AML) and “know your customer” (KYC) policies and procedures. If, at any time, the Company determines that it must or should comply with applicable law, regulations or guidance for money services businesses operating in the United States or any other jurisdiction, the Company may be required to file details of account activity to the Financial Crimes Enforcement Network (“FinCEN”) from time to time. The Company may also be required to provide information as required by law to other state or federal agencies in the United States and other jurisdictions including but not limited to reporting suspicious transactions of equivalent of USD $ 2,000 or more to FinCEN, and maintaining records regarding transactions of equivalent of USD $ 3,000 or more (the “Recordkeeping Requirements”).
5.2. The Company maintains a KYC policy to comply with the Recordkeeping Requirements. The Seller aims to reasonably identify each prospective purchaser of BBToken by cross-checking user data against governmental watch lists, including but not limited to the Specifically Designated Nationals and Blocked Persons List maintained by OFAC, as well as third-party identity verification and authentication services. If Your proposed purchase is flagged through the Seller’s internal controls, the Seller may require additional proof of identification from You, and the Seller has the right to not permit any purchases by You until You provide additional and verifiable proof of Your identity to the Seller’s satisfaction and the Seller, in its sole discretion, approves you as a prospective purchaser.
By agreeing to this Agreement, You acknowledge and agree that:
(i) the Company maintains verification levels that require user participation and verification to obtain, with leveled permissions based on user-supplied information, the Seller’s ability to verify it, and the Seller’s internal policies;
(ii) You may not be able to achieve Your desired level of verification;
(iii) the Company reserves the right in its sole discretion, to determine the appropriate verification level for any user, as well as the right to downgrade users without notice;
(iv) the Company may, from time to time, implement policies restricting verification levels by nationality, country of residence, or any other factor, which may affect Your right to purchase BBToken or withdraw BBToken, and
(v) You shall indemnify us against any losses associated with an inability to purchase or withdraw BBToken based on Your verification level;
(vi) the Company reserves the right to reject Your payment for the purchase of BBToken in the event You fail to meet the AML/KYC requirements the Company requires or fail to meet any other verification and screening procedures, implemented on the BBPlatform; and
(vii) the Company may cooperate with law enforcement agencies by, among others, taking appropriate measures allowed by law upon any suspicion You are using the BBToken or the BBPlatform or have participated in this Token Sale for any criminal purpose, including, money laundering.
To prevent BBToken or the BBPlatform from being used for any criminal purpose, including money laundering and/or terrorist financing purposes, the Company may require You to provide, at a minimum, the following information:
- Photo of Your passport of other identity card to show proof of identity;
- Documentation that evidences Your proof of address;
- Documentation that evidences Your status of professional and / or accredited investor;
- Telephone number; and
- E-mail address.
The Company may request additional information at its sole discretion. Each respective Buyer of BBToken agrees to provide documents or information to the satisfaction of Company or Company’s agent at their respective request, including if published online on the BBToken web-resources, to enable Company to establish reasonable belief that Buyer is not breaching or violating provisions of the present Agreement, provided however the Parties strictly confirm, that Seller would have enter into this Agreement exclusively with those Buyers who are not and will not evidently and most likely breach, violate or neglect any of the provisions of this Agreement. That means that the Company may refuse to enter into this Agreement or cancel and revoke this Agreement after its execution in the event the Buyer is not able to meet provisions and requirements hereof as well as establish reasonable Company’s belief that the Buyer shall not make such breaches or violations in future.
6. SOURCE OF FUNDS
6.1. The fund used for the payment hereunder shall not directly or indirectly come from any illegal sources. The Buyer hereunder expressly represents and warrants that he/she is not using any proceeds of criminal or illegal activity, including money laundering of any form. The Buyer agrees to hold the Company harmless of any investigation or proceedings related to the source of Buyer’s funds transferred to the Company in the course of Token Sale Period.
6.2 The Buyer also warrants to the Company that no transaction involving BBTokens will be used to facilitate any criminal or illegal activity, including money laundering and terrorism financing.
7. REFUND, CANCELETION AND REPAYMENT.
7.1 To the allowable pursuant to applicable law, the Buyer’s purchase of BBTokens from the Company is final.
7.2 No refunds and/or cancellations are applicable to BBTokens Sale, unless otherwise specified in this Agreement.
8. PURCHASE LIMITATION, REPRESENTATION AND WARRATIES
8.1. BBTokens are intended to be marketed and sold to participants only in those jurisdictions (hereinafter – “Prohibited jurisdiction”) and to those persons where and whom they lawfully may be offered to sale. By signing this Agreement and/or by buying BBTokens hereunder, the Buyer represents and warrants that the Buyer does not violate the laws of Buyer’s country and the territory where he/she is located. The Company may refuse from transaction with any person identified as citizen or permanent resident of prohibited jurisdiction, unrecognized and/or partly recognized territories and/or states.
8.2. The Company may refuse from transaction with any person (a) identified or acting on behalf of any person indicated as a “Specially Designated National”; (b) established in, resident in, or otherwise operating from counties or territories subjects to sanctions lists issued by United Nations, European Union, UK Treasury and US Office of Foreign Assets Control (OFAC), as well as sanctions lists of the jurisdictions in which the Company operate.
8.3. By signing this Agreement and/or by buying BBTokens hereunder, the Buyer represents and warrants that:
8.3.1 he/she understands that crypto market is highly speculative and volatile in nature and that this Agreement is in no way an investment advice or an offer to invest;
8.3.2 he/she in-depth knowledge and deep understanding of cryptoassets market, Blockchain-based systems and cryptocurrencies;
8.3.3 he/she is an age of majority to enter into this Agreement, meets all other eligibility and residency requirements, and is fully able and legally competent to agree on the terms, conditions, obligations, affirmations, representations and warranties set forth herein;
8.3.4 he/she is aware of and knows how to manage all the merits, risks and any restrictions associated with crypto market, Blockchain-based systems and cryptocurrencies;
8.3.5 he/she agrees and acknowledge that BBTokens are not to be construed, interpreted, classified or treated as: any kind of currency other than cryptocurrency; debentures, stocks or shares issued by any person or entity; rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure of profit or avoid a loss; units in a collective investment scheme; units in a business trust; derivatives of units in a business trust; or any other security or class of securities.
8.4. By agreeing to this Agreement, the Buyer warrants that neither he/she, nor any individual or entity that he/she represents, (i) appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Developer is prohibited to deal under the laws of the United States, or (ii) is a person identified as a terrorist organization, appearing on any other relevant lists maintained by governmental authorities.
BECAUSE OF THE MENTIONED REGULATIONS, RESIDENTS AND/OR CITIZENS OF THE FOLLOWING GEOGRAPHIC AREAS SHALL NOT BE ENTITLED TO PARTICIPATE IN THE SALE PERIOD: CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OF UKRAINE (BANNED COUNTRIES). ANY RESIDENTS OR CITIZENS OF ANY OTHER GEOGRAPHIC AREA THAT IS SUBJECT TO UN-, US-, EU, CH- OR ANY OTHER SOVEREIGN COUNTRY SANCTIONS OR EMBARGOES OR HAVE ANY AFFILIATION TO SUCH SANCTIONS SHALL NOT BE ENTITLED TO PARTICIPATE IN THE SALE PERIOD.
8.5. The Buyer further represents and warrants that (if Buyer are a natural person):
(i) he/she is not a person who is or has been entrusted with prominent public functions, such as a Head of State of government, a senior politician, a senior government, judicial or military official, a senior executive of a state-owned corporation, an important political party official, or a close family member or close associate of any such person, and
(ii) the monies used to fund the purchase of BBTokens are not deriving from, invested for the benefit of, or related in any way to, the governments or persons within any country (1) under a U.S. embargo enforced by OFAC,(2) that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering, or (3) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”
9. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
9.1. By signing this Agreement and/or by buying BBTokens hereunder, the Buyer represents/warrants and accepts that:
9.1.1 there are certain risks, including, but not limited to, risk of losing access to BBTokens, risks associated with the Big Bang protocol, risk of mining attacks, risk of hacking and security weaknesses, risks associated with markets for BBTokens, etc.;
(b) that there is no warranty that the Big Bang Platform (BBPlatform) or any URLs or links following on it will be uninterrupted or error-free and why there is an inherent risk that the Big Bang Platform (BBPlatform) could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of BBTokens;
(c) that the blockchain technology can be applied in a new forms of interaction, and that certain jurisdictions could apply existing regulations on, or approve new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of both Big Bang Platform (BBPlatform) and/or smart-contract system and which may, inter alia, result in substantial modifications of both Big Bang Platform (BBPlatform) and/or smart- contract system and/or the Big Bang protocol, including its termination and the loss of BBTokens for the Buyer;
(d) you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the purchasement of BBTokens. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any purchasement, as well as you may be vulnerable to any loss as the consequences of your actions on the BBPlatform;
(e) the Company does not give any advice, does not express any official expert opinion and does not give any statistician indicators that are mandatory for use with respect to BBToken, and other cryptocurrencies. You make all decisions at your own risk and discretion. Our Big Bang Platform (BBPlatform) does not contain the advice, opinion or mandatory data, which are binding or warrant the consequences, but, the BBPlatform may contain background information that you may use at your own risk and discretion.
(f) there is always a possibility of change of token sale regulations across the world, including, but not limited to, possibility of token sales’ ban in particular jurisdictions, and thus the Company cannot be responsible for these regulatory changes, as well as cannot guarantee any refunds and cancellations in such event.
10.1. The purchase price that you pay for BBTokens is exclusive of all applicable taxes. Buyer is responsible for determining what, if any, taxes apply to his/her purchase, exchange and sell of BBTokens, including, for example, sales, use, value added, and similar taxes. It is also his/her responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Buyer agrees that the Company not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase and sell of BBTokens.
11. DISCLAMER OF WARRANTIES AND LIMITATION OF LIABILITY
11.1. The BBTokens are to be provided on an “as is” basis and without any warranties of any kind, either expressed or implied.
11.2. The Buyer assumes all responsibility and risks with respect to the purchase of any amount of the BBTokens and their use.
11.3. The Buyer hereunder expressly agrees that, to the extent allowable by applicable law, the Company shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any change of the value of the BBTokens.
11.4. The Buyer understands and expressly agrees that the Company shall not guarantee in any way that the BBTokens will be ready for sale or transfer to third parties during or after the Token Sale Period.
11.5. The Buyer understands and agrees that it is his/her obligation to ensure compliance with any legislation relevant to his/her country of domicile concerning purchasing of the BBTokens, and that the Company should not accept any liability for any illegal or unauthorized purchase of the BBTokens.
11.6. The Buyer agrees to be solely responsible for any applicable direct or indirect taxes, duties, levies imposed on the acquisition, ownership and subsequent transfer of BBTokens purchased hereunder.
12.1. To the extent allowable pursuant to applicable law, the Buyer shall indemnify, defend, and hold the Company and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Company arising out of a breach of any warranty, representation, or obligation hereunder.
13. DISPUTE RESOLUTION
13.2. Any controversy or claim (hereinafter – the “Disputes”) arising out of or relating to this Agreement or the breach thereof, shall be settled by binding arbitration administered by The International Arbitration and cryptography Centre Limited (hereinafter – “IACC”). The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England and Arbitration hearings will be held online in accordance with IACC rules. The
language to be used in the arbitral proceedings shall be English. The hearings will be held online in accordance with IACC Rules.
14.1. No provision of this Agreement shall be considered waived unless such waiver is in writing and signed by the party that benefits from the enforcement of such provision. No waiver of any provision in this Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of this Agreement will not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
14.2. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
14.3. The Company may assign the Company’s rights and obligations under this Agreement. Any notice or other communication given or made under this Agreement shall be and may be delivered in electronic form. The Company shall in no way be liable for any delay or failure to perform any obligations under this Agreement as a result of a cause beyond the Company’s reasonable control.
14.4. This Agreement and purchasing of BBTokens by the Buyer shall in no way create any exclusive relationship between the Buyer and the Company nor any partnership, joint venture, employment or agency.