Introduction of Terms and Conditions
These Terms of Sale (the “Terms”) shall govern your legal relations with Bitcoin.com Exchange (“BEX”) for the purposes of participation in Initial Exchange Offerings (“IEO”), hosted by BEX as well as services provided by BEX relating to a referred IEO (hereinafter referred to as the “Services”). Hosting of the IEO is made through the IEO Platform operated by BEX (the “Site”)
Your legal relations with the token issuer of a referred IEO (the “Issuer”), who is the issuer of the referred token (the “Token”), are at all times subject to the terms and conditions applied by the Issuer and the relevant token purchase agreement (“Token Purchase Agreement”), which are made available by the Issuer on the Site and must be read together with these Terms before you participate in an IEO.
For the purposes of your participation in the IEO, as well as for the purposes of your participation in any transactions and/or deposits/withdrawals on BEX, as well as for the purposes of any of your legal relations with BEX, these Terms shall prevail over any terms and conditions applied by the Issuer in respect of the Token set out in the Token Purchase Agreement.
BY PARTICIPATING IN THE IEO AND BY PURCHASING OR HOLDING TOKENS YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THE SERVICES, PARTICIPATING IN THE IEO, PURCHASING OR HOLDING TOKENS AND WITH ENGAGING IN TRANSACTIONS IN CRYPTOCURRENCIES, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY MALFUNCTION (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH BLOCKCHAIN TECHNOLOGY AND DISTRIBUTED LEDGER TECHNOLOGY), AND HACKING.
BEX MAKES EVERY EFFORT TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY. NONETHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE.
BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT BEX IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO PARTICIPATE IN THE IEO OR TO PURCHASE TOKENS USING THE BEX IEO PLATFORM.
Amendment to Terms and Conditions
BEX may modify these Terms at any time, in its sole discretion by providing notice of such changes, such as by sending you an email at your registered email address, providing notice through the Services. If you do not agree to any modification to these Terms, or otherwise do not agree to be bound by the modified Terms you must stop using the Services and you may not participate in the IEO. BEX encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to the IEO. If you have any questions regarding the IEO or the use of the Site or Services, please contact our support team by filing a support request form.
3.1 General Requirements
Only holders of verified accounts on the Site (the “Account”) may participate in the IEO. You represent and warrant that you:
are not located in, or a citizen or a resident of any of the Restricted Locations mentioned in clause 3.2 below; and
have not previously been suspended or removed from using our Services.
3.2 Restricted Countries and Citizens
Your participation in the IEO through the use of the Services and the Site is subject to international controls and economic sanctions requirements. By participating in the IEO you agree that you will comply with those requirements. You are not permitted to participate in the IEO if:
You are in, under the control of, or a national or a resident of China, US, and territories, Japan, Bangladesh, Nepal, Macedonia, Bolivia, Ecuador, Pakistan, Algeria, Morocco, Belarus, Burma, Ivory Coast, Cuba, democratic republic of Congo, Iraq, Iran, Liberia, North-Korea, Sudan, Syria, Zimbabwe, Somali, the United Nations Security Council Sanctions List, the European Union or HM Treasury's financial sanctions regimes (each a "Sanctioned Country"), or if you are a person on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, or the EU or HM Treasury's financial sanctions regime (a "Sanctioned Person");
You are the Person who fails to meet any User due diligence standards, requests, or requirements of BEX, or otherwise appear to be of high risk, including but not limited to any of the foregoing factors
You represent and warrant that you are not a citizen or a resident of any Sanctioned Country, that you will not participate in the IEO while located in any Sanctioned Country (including the ones restricted at the BEX’s sole discretion), and that you are not a Sanctioned Person.
BEX may implement controls to restrict participation in the IEO from any jurisdiction prohibited pursuant to this clause 3.2 hereof. You agree that you will comply with this clause 3.2 hereof, even if the BEX’s methods to prevent participation in the IEO are not effective or can be bypassed.
5.1 Account Funding
In order to purchase Tokens in the IEO, you must first top-up your Account on the Site.
A “Purchase” is a transaction during the IEO between you and Issuer made on the Site. The Issuer is the seller and you are the buyer, whereby you dispose of any supported currency and acquire Token (-s), and the ownership title to such Tokens is transferred to you from Issuer as of the time when the Tokens are received by you in your Account. A Purchase is created when you enter an instruction to affect a Purchase during the IEO using the Services. When you enter a purchase you are irrevocably agreeing to Purchase the number of Tokens specified in your Order, as applicable in accordance with such Order.
5.3 No Broker or Fiduciary Relationship
BEX is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any of IEO Orders or Purchases or other decisions or activities affected by you using the Services or relating to the IEO. No communication or information provided to you by BEX is intended as or shall be considered or construed as, investment or fiduciary advice. Please refer to Section 6 and the Token Purchase Agreement for a non-exhaustive list of the risks you should consider when choosing whether to participate in the IEO or to use the Services or to enter into a legal relationship with the Issuer.
5.4 Order Confirmation
Your Purchase will be placed upon confirmation of the IEO Purchase via the Site.
Notwithstanding the foregoing, you agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate any IEO Purchase submitted by you or any Purchase completed based on such activity.
5.4 Minimum / Maximum Purchase
The minimum Purchase amount is 1 token in any IEO. In the event that you attempt to place an IEO Purchase for less than the minimum IEO Purchase amount, BEX will reject the Purchase and not allow it to be placed.
The maximum number of Tokens available for purchase by 1 (one) User during the IEO shall be set by the Issuer and listed on the IEO Platform.
The overall maximum number of Tokens that will be available for purchase by Users during an IEO will be listed on the IEO Platform.
During an IEO token sale period, you will not be able to deposit, withdraw or make transactions with your Tokens using the Site and/or the Services. On completion of the IEO token sale period, you will be able to make deposits, withdrawals and//or other transactions with your purchased Tokens.
You cannot cancel, reverse, or change any IEO Purchase marked as complete.
5.4 Insufficient Amount on Account
If you have an insufficient amount of currency (s) in your Account to fulfill an IEO Purchase, BEX will limit your IEO Purchase to the number of Tokens that can be covered by currency (s) in your Account (after deducting any fees payable to BEX in connection with the Purchases).
5.4 Conditions and Restrictions
BEX may, at any time and in its sole discretion, refuse any Purchase request, an IEO Order or other request relating to the IEO, impose limits on the amounts of Purchases that can be completed, on a daily or other periodic basis or otherwise, or impose any other conditions or restrictions upon your participation in the IEO or your use of the Services, without prior notice. For example, BEX may: (a) limit the number of IEO Orders that you can place during the IEO; (b) restrict IEO Orders from certain locations; or (c) restrict IEO Orders or transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, including but not limited to market abuse, or if BEX receives reasonable notice that your ownership of some or all of the cryptocurrency in your Account with us is in dispute.
5.4 All Purchases are Non-Refundable
PARTICIPATION IN THE IEO IS FINAL AND THE PARTICIPANT HAS NO RIGHT TO ASK FOR REFUNDING. THE PARTICIPANTS ACKNOWLEDGES THAT BEX NOR ANY RELATED PARTY OF BEX ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT THE PARTICIPANT WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY TOKEN THAT ARE NOT USED OR REMAIN UNUSED. PARTICIPANTS WHICH DO NOT PASS OR ARE NOT WILLING TO PASS THE KYC/AML PROCESS ARE NOT REFUNDED. ANY REQUESTS FOR REFUNDING FOR ANY REASON MUST BE PUT TO THE ISSUER AND NOT BEX.
DISCLAIMER, RISK DISCLOSURES, ASSUMPTION OF RISKS
Except as otherwise specified in writing by BEX, Tokens are made available via the Services during the IEO on an “as is” and “as available” basis, without any warranties or representations of any kind.
6.2 Risk Disclosures; Assumption of Risks
Participating in the IEO, purchasing Tokens, and using any Services provided by BEX involve significant risks and potential for financial losses due to circumstances beyond the control of BEX and Issuer.
6.3 Additional Representations and Warranties
In addition to clause 3 and any other provision of this Terms, you hereby represent and warrant to BEX that:
• you have read and understood these Terms;
• you are 18 years or older, have the necessary authority, capacity and consent to accept this Terms and to enter into a binding agreement with BEX;
• the acceptance of this Terms shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (in the case of a legal entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
• you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, token storage facilities (including digital token wallets), blockchain technology, and blockchain-based software systems;
• you have obtained sufficient information about the potential future use and functionality of the Token to make an informed decision to participate in an IEO pursuant to this Terms;
• you understand that the Tokens do not confer any rights of any kind with respect to BEX and/or the Issuer, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
• you are eligible to participate in an IEO as set forth in this Terms;
• you are not participating in an IEO for any investment, speculative or other financial purposes;
• any supported currency transferred by you for the purchase of Tokens is not derived from or related to any unlawful activities, including but not limited to, money laundering or terrorist financing activities, and further undertake to provide any and all necessary documentation to support the source thereof, if and when required by BEX or Issuer;
• you shall not use any Tokens to finance, engage in, or otherwise support any unlawful activities;
• placing a Purchase of Tokens and receiving Tokens pursuant to this Terms is not unlawful or prohibited under the Laws of your jurisdiction or under the Laws of any other jurisdiction to which you may be subject and any such Order or Purchase shall be made in full compliance with applicable Laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
• you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale, or transfer of any Tokens;
• you understand that Tokens are solely rights to access and use services and products to be provided as described at White Paper of the Issuer, and do not have any attribute that provides the holder with equity, creditor, or similar rights. Tokens should not be considered investments of any type, including but not limited to, any form of currency or security, and you should not expect profits of any type from acquiring Tokens, nor acquire Tokens for any type of investment purposes; and
• all of the above representations and warranties are true, complete, accurate, and non-misleading from the time of your acceptance of these Terms and your participation in the IEO, including at the time of any of your IEO Purchase or transaction on the Site.
CHANGES AND AMENDMENTS
You acknowledge that you may not be able to Purchase any Tokens, or as many Tokens as you would otherwise have Purchased, in the IEO as a result of any such modification, suspension, or termination. If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
The IEO is conducted by BEX, a legal entity incorporated in the Bahamas. Bahamas material law is applicable.
1. If, in your opinion, the services provided by BEX are not performed in accordance with the provisions of the Terms and the Regulations, he/she may submit a complaint in the manner set out below.
2. The complaint may be submitted:
• electronically to the following email address: email@example.com
3. The complaint should contain:
• your name;
• the subject-matter and the circumstances justifying the complaint;
• the proposed method of resolving the complaint.
4. The complaints shall be considered in the order of their receipt, but not later than within 14 (fourteen) days. If the complaint does not contain information necessary for its consideration, BEX shall ask you to supplement it to the necessary extent, and the period of 14 (fourteen) days shall run from the date of delivery of the completed complaint. In justified cases, BEX may extend the complaint consideration period by additional 14 (fourteen) days, about which the person submitting the complaint shall be informed. In case of services provided by the outside companies, term of considering of the complaints shall be extended by the dates provided by the regulations of the given company. You shall be informed about the above mentioned extended term and about the company responsible for the given services.
5. The person submitting the complaint shall be informed about the method of considering the complaint in the form in which it was submitted.
6. You shall have the right to appeal against the decision taken by BEX within the complaint procedure. The provisions of paragraphs 2, 3 and 4 of this clause 8 shall apply mutatis mutandis.
The Issuer and Bex are not liable for failure to perform solely caused by:
• unavoidable casualty,
• delays in any delivery,
• government orders,
• acts of civil, public or military authorities,
• acts by common carriers, emergency conditions (including weather conditions) incompatible with safety or good quality
• workmanship, 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 agreement, 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.
The Participant in an IEO acknowledges that he understands, agrees with and accepts these Terms & Conditions and all associated documents of the Issuer including the White Paper and the Token Purchase Agreement. He represents and warrants that he understands that the legal relationship is between Him and the Issuer following the completion of the relevant IEO. He represents and warrants that he is legally permitted to participate in an IEO in his jurisdiction and is legally permitted to receive Tokens. He also represents and warrants that he is of a sufficient age to legally participate in an IEO or has received permission from a legal guardian who has reviewed and agreed to this Terms. He also represents and warrants that he will take sole responsibility for any restrictions and risks associated with the participation in the IEO.
10.2 Entire Agreement
These Terms contain the entire agreement between you and BEX for the purposes of the IEO and Services, and supersede all prior and contemporaneous understandings between the parties regarding the IEO.
If any provision of this Terms is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction: (i) the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and (ii) the validity, legality and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental Authority finds that any provision of this Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms will not be affected.
10.4 Change of Control
In the event that BEX is acquired by or merged with a third party entity, or BEX’s assets and/or business (wholly or in part) are acquired by a third party, BEX reserves the right, in any of these circumstances, to transfer or assign the information that BEX has collected from you, including your Personal Data, User Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of Control.
You shall not assign these Terms in any manner without the prior written consent of BEX, and any purported assignment in contravention of this clause 10.4 shall be null and void.
BEX may assign these Terms to another Person in connection with the transfer of all or part of the BEX‘s assets or Business to an Affiliate of BEX or to any third party. By accepting the present Agreement, you give your irrevocable consent for the above-mentioned assignment and/ or transfer, including for the transfer of your Personal Data, User Account Data and other information, as well as for the transfer of any Funds on your Account (-s) hold by BEX in the course of the Business to such another Person for the purposes of such assignment.