This Token Purchase Agreement (“Agreement”) contains all the terms that govern the purchase of the Blockmmerce Tokens distributed on the Ethereum Blockchain (“Tokens”). This Agreement is a legally binding document between you (“Buyer”) and Blockmmerce LTD a Limited Company, owned by Stavros Symeonidis. (“Company”) Buyer and Company are also referred to as “Parties”
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL REPRESENTATIONS, WARRANTIES AND AGREEMENTS CONTAINED IN THIS AGREEMENT, COMPANY AND BUYER AGREE AS FOLLOWS:
PLEASE READ CAREFULLY THIS AGREEMENT AND IN ITS ENTIRETY, AND ASK FINANCIAL OR LEGAL ADVICE BEFORE ENTERING INTO THIS AGREEMENT AS IT CONTAINS IMPORTANT LEGAL OBLIGATIONS.
1. Binding Agreement
1.1.This Agreement and future changes shall be binding on all Parties on the moment Buyer: (a) visits Blockmmerce’s Website and signs up; (b) starts a “Know Your Costumer” procedure in order to check his/her identity; (c) purchases the Tokens by depositing the agreed contribution amount.
1.2.In addition to this Agreement, we have more information regarding the sale of our Token and the Blockmmerce Project. The Whitepaper is yet to be completed and may be amended, and shall form an integral part of this Agreement. Buyer has read and, understands all information contained in the Whitepaper.
2. Token Distribution and Proceeds
2.1.Buyer acknowledges and understands that the proceeds from the sale of the Tokens may be utilized in our sole discretion. Information on our website and the White Paper (when completed) provide information and general guidelines about how we utilize the proceeds.
2.2.The distribution of the Tokens to the wallet address from Buyer could take several (working) days.
2.3.Buyers that purchased Tokens at an earlier moment in time may receive more Tokens for the same amount contributed to us.
2.4.Buyer must follow all the instructions provided by us in order to obtain the Tokens, and he/she acknowledges that the failure to follow these instructions may result in not receiving or losing the Tokens.
2.5.Company makes no representations or warranties with respect to the utility, fitness or merchantability of the Tokens or a specific purpose or goal. In addition, we make no representations or warranties that the process of purchasing or receiving the Tokens will be error-free or uninterrupted, and as a result Buyer may never receive or Tokens at all or lose the entire contribution.
2.6.Buyer shall provide an accurate digital wallet address in order to receive the Tokens he/she purchases.
2.7.Buyer may be subject to a verification procedure, and he/she warrants that all information we requested will be provided to us. The company may request from Buyer (copies from) all the following documents and information: a passport, driver’s license or other government identification cards and utility bills. Buyer will provide this information without delay.
2.8.Company may refuse the distribution of the Tokens to Buyer until the request mentioned in Subparagraph 2.7 has been fulfilled.
2.9.Buyer verifies that the website for the purchase of the Tokens has the following URL: www.Blockmmerce.io prior to buying the Tokens.
3. Buyer’s Obligations
3.1.The purchase of Tokens will not grant Buyer rights with respect to Company’s proceeds, revenues or assets, including but not limited to (intellectual) proprietary claims, ownership or any other financial right or legal interest in the Company.
3.2.Company retains rights, titles, and interests in all intellectual property, know-how and goodwill. This includes, but is not limited to: inventions, ideas, source code, business processes and methods, software, information and data, trade secrets of any kind. Buyer is not allowed to use any of the Company’s rights and interests without their written consent.
3.3.Buyer shall implement all security measures in order to protect access to any device connected to the purchase and storage of the Tokens, and protects his/her private keys, wallet address or account, usernames and passwords and any other login credentials. In the event that Buyer is no longer in possession of the private key or is unable to provide his/her login credentials for identification, Buyer may lose access to his/her account, and as a consequence the loss of all the Tokens.
3.4.The purchase price for the Tokens is always excluded from any kind of taxes. The buyer remains responsible for his/her national tax duties. So the Buyer remains solely responsible for paying taxes from possible future profits of the Tokens. The Company will never be responsible for withholding, collecting or paying any kind of taxes related to the Tokens.
3.5.Buyer acknowledges that his/her purchase of the Tokens are non-refundable, and Company is under no obligation to recover any Tokens from Buyer.
4. Legal Disclaimer
4.1.Buyer represents that the performance of this Agreement will not result in any violation of any judgment, decree or judicial order to which Buyer is a party or to which he/she or his/her assets are bound.
4.2.Buyer has sufficient understanding, knowledge and experience of blockchain technology, cryptographic tokens, digital assets, smart contracts and storage mechanisms to fully understand and assess the nature of the Tokens.
4.3.Buyer can bear the financial risk of purchasing the Tokens, and is aware all amounts contributed could be lost.
4.4.Buyer’s contribution in fiat or cryptocurrency is not derived from unlawful activities, including but not limited to: money laundering and the financing of terrorism. Buyer will not use the Tokens to finance, or otherwise support or engage in any unlawful activities in the future.
4.5.Buyer shall comply with all anti-money laundering and counter-terrorism financing requirements according to the laws and regulation of the jurisdiction which applies.
4.6.Buyer is liable to pay losses and damages to the Company and others for his/her acts and omissions, including and without limitation to those constituting a breach of this Agreement, negligence, fraud and willful misconduct.
4.7.Buyer acknowledges and agrees that he/she is using the Tokens at his/her sole risk and the Company provides the Tokens on an “as is” basis, without representations, warranties, promises or guarantees of any kind, and Buyer shall rely on its own examination and investigation.
5. Limitation of Liability and Indemnification
5.1.Buyer disclaims any right or cause of action against the Company of any kind and in any jurisdiction.
5.2.The Company is not responsible or liable for any type of losses or damages, whether direct, indirect, incidental or consequential or exemplary. This includes damages for lost profits, goodwill or use or data.
5.3.Buyer agrees not to demand any refund, compensation or reimbursement from the Company. In no circumstances will the total liability of the Company, whether in contract or tort law, or any other legal theory for damages, exceed the amount received by Company from Buyer.
5.4.Buyer will indemnify, defend and hold harmless Company and our respective past, present and future employees, contractors, officers, legal consultants, service providers, parent companies, subsidiaries, affiliates, representatives, predecessors and successors.
5.5.Buyer will indemnify, defend and hold harmless the Company and all the above-mentioned parties from and against all claims, demands, actions, damages, losses, costs and expenses that arise from or relate to: (a) the purchase or use of the Tokens; (b) your responsibilities or obligations under the terms of this Agreement, Exhibits and future amendments of these Terms; (c) your violation of the terms of this and other agreements and all Exhibits of these Terms.
6. Dispute Resolution, Governing Law and Competent Court
6.1.Parties shall cooperate in good faith to resolve any dispute or claim arising out of, or in connection with this Agreement, and resort first to the resolution of their dispute in an informal matter.
6.2.Any dispute or claim arising out of this Agreement will not be brought as class arbitration, class action suit or any other proceeding in which more than one party is represented, and an individual or legal entity represents the interests of a group of Buyers.
6.3.This Agreement, its validity, interpretation and effect shall be governed by the laws of the United Kingdom unless the conflict of laws rules would permit the application of the laws of another jurisdiction.
6.4.The proper civil court in London, the United Kingdom is competent to hear any claim that may arise out of this Agreement.
7.1.Buyer will not assign this Agreement, or transfer the rights therein to any third party, without the prior written consent of Company and results in the violation of this Agreement and is deemed invalid.
7.2.Subject to the previous clause, the rights and obligation of this Agreement will be binding, and come into use for Buyer’s respective successors, assignees, executors, administrators, heirs and legal representatives.
7.3.This Agreement, including its amendments, exhibits and other materials incorporated by reference, constitutes the entire agreement between the Parties and supersedes all prior oral and written understandings and agreements between the Parties with respect to the Agreement.
7.4.If any provision of this Agreement is determined by a court to be invalid or unenforceable for any reason, that provision will be modified in order to make it in accordance with the original intent of the Parties. As a result, all remaining provisions of this Agreement shall not be affected or impaired.
7.5.Company may amend this Agreement at any time by posting a revised version on the Website, available at www.Blockmmerce.io. Such modified terms will become effective on the moment that it is posted. Buyer agrees and acknowledges that he/she shall regularly check the Website for modifications to this Agreement.
8. Term and Termination
8.1.Company may terminate this Agreement immediately when the purchase of the Tokens are deemed an investment contract or another financial instrument that is subject to regulation by any governmental body or authority.
8.2.Upon the termination of this Agreement as described in Clause 8.1 of this Agreement, (a) Buyer will not receive any Tokens; or (b) Company shall reimburse an amount equal to 95% of the Purchase price of the Tokens to Buyer.
9. Current and Future Risks
9.1.The Tokens may have no value at all, except its functionality provided in the White Paper. Buyer may lose his/her contribution, and acknowledges that the following list of risks, as well as other future risks, could make the Tokens worthless or of little value.
- Losing access to the Tokens due to loss of private key(s);
- Risks connected with the functioning, fluctuation and block delays of the Ethereum protocol or other networks;
- Fluctuation of the purchase price between the moment of purchase and distribution of the Tokens to Buyer;
- Risk of hacking and mining and malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing and other security weaknesses;
- Uninsured losses;
- Uncertain regulations and governmental enforcement actions, including taxation;
- Insufficient interest and traction in the platform and its distributed applications;
- The development and maintenance of Company’s website and platform;
- The risk of dissolution of our platform and related activities in the future;