By submitting an Application Form or by depositing the Application Monies, the Applicant (You) agrees to each of the terms set out in these terms and conditions.
Unless expressly stated otherwise in these terms and conditions, terms defined in the Token Offering Document for WiToken (Token Offering Document), have the same meaning in the following terms and conditions.
1. Deposit Amount
- The Applicant acknowledges that WiToken Foundation Limited is proposing to conduct a bona fide public token generation event (Token Generation Event) for cryptographic tokens known by the name WiToken or such other name as WiToken Foundation may determine (Tokens).
- Within 7 days of submitting an Application Form, the Applicant must pay WiToken Foundation the Application Monies specified in the Application Form (Deposit Amount).
- During the period commencing on the date of payment of the Deposit Amount by the Applicant and ending on the date of the Token Generation Event, WiToken Foundation will hold the Deposit Amount as a bare trustee.
- WiToken Foundation will transfer to an Applicant that number of Tokens, on the date of or reasonably soon after the occurrence of the Token Generation Event, calculated in accordance with the amount nominated in the Application Form and the Token Offering Document, or such other number of Tokens as WiToken Foundation may reasonably determine, subject to and conditional on:
- that the Applicant has not previously requested the Deposit Amount to be refunded;
- the completion of the Token Generation Event;
- each condition set out in clause 3 being satisfied; and
- each condition set out in the Application Form being satisfied by that Applicant.
- If for any reason, WiToken Foundation is prohibited by law from proceeding with a Token Generation Event, WiToken Foundation must inform the Applicant in writing and refund the Deposit Amount, less the Administration Fee, in the same form in which the Deposit Amount was initially provided to WiToken Foundation.
- The Applicant accepts all risks associated with the change (if any) in value of any cryptocurrency forming any part of the Deposit Amount at any time before or after the Token Generation Event and forever releases WiToken Foundation from any claim for any change in the value or purchasing power of the Deposit Amount (whether or not the Deposit Amount is the subject of a refund request).
2. Bonus Tokens
- WiToken Foundation will only transfer to an Applicant that number of bonus tokens calculated in accordance with the Application Form and the Token Offering Document, or such other number of Tokens as WiToken Foundation may reasonably determine (Bonus Tokens), on the dates specified in this Token Offering document, subject to and conditional on:
- the completion of the Token Generation Event;
- each condition set out in clause 3 is satisfied;
- each condition set out in the Application Form being satisfied by the Applicant; and
- the Applicant has not previously requested the Deposit Amount to be refunded.
- Bonus Tokens will only be provided to an Applicant if their Application is submitted and payment of the Deposit Amount is received in full by WiToken Foundation, prior to the end of the period during which a bonus is offered, which may be limited by time or number of bonus tokens available.
- In the event a refund is requested for a Deposit Amount, all Bonus Tokens relating to that Application are forfeited by the Applicant.
- The Applicant is solely responsible for any taxation which may become payable on any Bonus Tokens however so arising and agrees to indemnify, release and hold harmless WiToken Foundation from any claim of any kind relating to taxation on Bonus Tokens.
3. Conditions Precedent
- WiToken Foundation’s obligations to transfer Tokens or the Bonus Tokens to the Applicant under the Application Form are subject to and conditional on:
- the Applicant paying the Deposit Amount in accordance with Token Offering Document, which in the case of Bitcoin or Ethereum will require 12 confirmations;
- the Applicant has not requested the Deposit Amount to be refunded;
- the Applicant providing all information or documentation required by WiToken Foundation to comply with any Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AML/CTF) requirements, AML/CTF procedures or policies adopted by WiToken Foundation, any Know Your Customer requirements adopted by WiToken Foundation and any laws applicable to WiToken Foundation;
- the Applicant and/or WiToken Foundation not being insolvent, bankrupt or under administration or its equivalent in any jurisdiction;
- the completion of the Token Generation Event; and
- WiToken Foundation not being prohibited by law from proceeding with the Token Generation Event.
- Each party must, and must cause its officers to, provide such information and assistance as is reasonably requested from time to time by the other party to facilitate the satisfaction of the above conditions.
- If an Applicant or an Advisor makes a contribution of over US$50,000 in any round of the token sale, each of WiToken Foundation and the Applicant hereby irrevocably instruct the Escrow Agent to hold any Tokens in excess of US$50,000 (Additional Tokens), in escrow.
- The Escrow Agent must release from escrow and transfer to the Applicant an amount equal to 1/3 of the Additional Tokens each 30 days after the Token Generation Event, so that all Additional Tokens are released to the Applicant 90 days after the date after the Token Generation Event.
- Variation of this clause may only be made by written agreement between WiToken Foundation and the Applicant.
5. Applicant Warranties
The Applicant acknowledges, represents and warrants that:
- the Applicant has read the token offering document in full and has sought independent professional advice in relation to the contents of the Token Offering Document, WiToken Foundation and the WiToken and their own personal circumstances;
- the information contained in the Token Offering Document is not investment advice or a recommendation that participating in the Token Sale is suitable for the Applicant, given their financial circumstances or particular needs;
- the WiToken do not provide any right or ownership in WiToken Foundation or any related entity;
- the Applicant understands the operation, functionality, usage, storage, transmission mechanisms risks and other material characteristics of cryptocurrency, the blockchain system, wallets or other related storage mechanisms and blockchain technology;
- the Applicant will ensure that the email addresses the Applicant provides to WiToken Foundation are secure, have two factor authentications enabled and that all communications WiToken Foundation receives from the Applicant’s primary email address are legitimate;
- participation in the Offer by the Applicant is not prohibited or restricted by any applicable laws in the Applicant’s jurisdiction and where any restrictions in relation to participation are applicable, the Applicant has observed and complied with all such restrictions at its own expense and without liability to WiToken Foundation;
- the Applicant has not engaged in any illegal activity and the Deposit Amount is not related to any illegal activity in any jurisdiction;
- the Applicant has or will not enter into any pooling arrangements or any arrangements that breach any laws or these terms in respect of the transfer of the Tokens by WiToken Foundation;
- the Applicant has not entered into this agreement with a view to, resell or distribute any Tokens that it may receive under this agreement;
- that the Applicant understands that purchasing cryptocurrency and participating in token generation events is risky and that the Applicant may lose all of the Application Monies sent to WiToken Foundation;
- that the above representations and warranties are true, complete, accurate and not misleading at and from the time the Applicant makes the Application or submits an Application Form or transfers the Application Monies.
6. Breach of Essential Terms
The following matters will amount to a breach of an essential term of this Offer, and will entitle WiToken Foundation to terminate the Agreement:
- the Applicant’s failure to pay the Deposit Amount to WiToken Foundation within 7 days of submitting an Applicant Form;
- the Applicant’s failure to make any of the Applicant Warranties listed above at clause 5; and
- the Applicant’s failure to provide all information or documentation required by WiToken Foundation to comply with any Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AML/CTF) requirements, AML/CTF procedures or policies adopted by WiToken Foundation, any Know Your Customer requirements adopted by WiToken Foundation and any laws applicable to WiToken Foundation.
The Applicant releases WiToken Foundation from:
- 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 or loss of use or data, arising out of or in connection with any acceptance of the Offer or reliance on the token offering document by the Applicant;
- any liability arising from the above representations and warranties are misleading and deceptive (or likely to mislead and deceive); and
- any liability arising from the Applicant participating in the Offer in circumstances where that participation is prohibited or restricted by any applicable laws in the Applicant’s jurisdiction.
8. Dispute Resolution
If there is any dispute between the parties in respect of this agreement, then the dispute shall be resolved in the following manner:
- either party may give a notice of dispute to the other party;
- on service of such notice, representatives of the parties will meet to consider the dispute; and
- if no resolution is achieved, then either party may refer the dispute to mediation.
- other than to seek equitable relief, neither party may commence court proceedings in respect of the dispute unless the dispute has been referred to mediation and the mediation has resulted in the dispute not being resolved.
9. Fees and Expenses
The Applicant will bear his or her own costs and expenses in relation to this agreement.
- If this document has been provided to an Applicant under a “personal offer”, then each party must keep the existence of and terms of this agreement, the fact of the negotiations between the parties, and all of the other party’s confidential information disclosed to that party confidential and secure and may not use or disclose such information for any purpose unless:
- the other party consents;
- the disclosure is to financial, accounting, legal or other advisers of the party;
- the disclosure required by law, the ASX Listing Rules or a court order; or
- the token offering document has been WiToken released.
- Neither party may make a public announcement or otherwise publicize the arrangements between the parties, or any other arrangement involving the parties in relation to the subject matter of this agreement, without the prior written consent of the other party, except where such disclosure is required to be made by under applicable laws.
Each party to this agreement is independent of the other party. Nothing in this agreement constitutes or is intended to constitute either party as the contractor, employee, agent, partner or joint venturer of the other. No party may act for, or incur any obligation on behalf of, the other party, without the prior written consent of the other party.
Applicant may only assign its rights or obligations under this agreement with the written consent of WiToken Foundation and such consent will not be unreasonably withheld.
This agreement may only be amended by a document in writing signed by the parties.
14. Unenforceable Terms
If any term of this agreement is prohibited, void or unenforceable under any applicable law, it will be severed to the extent necessary to make this agreement valid and enforceable. The severance of a term will not affect the validity or enforceability of the remaining terms of this agreement.
15. Entire Agreement
This agreement records the entire agreement between the parties and supersedes all earlier agreements and representations that may have been made by the parties in relation to the payment of the Deposit Amount and transfer of Tokens referred to in this agreement.
16. Electronic Execution
This agreement may be executed by an Applicant electronically. The electronic execution or exchange of counterparts of this agreement by facsimile or electronic mail of a scanned executed or digitally signed original, will be as effective in all respects as the physical exchange of original executed hard copy counterparts of this agreement.
17. Governing Law
This agreement is governed by the laws of New South Wales, Australia. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and the division of the Federal Court of Australia in that jurisdiction, and the courts of appeal from them.