Terms and Conditions of Token Purchase
PLEASE READ THESE TERMS OF TOKEN SALE AND PURCHASE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS. THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION
Your purchase of Bodhi Tokens (BOT) from [Bodhi Foundation Ltd.] of 22 North Canal Road #02-00 Singapore 048834 (the Issuer, we, or us) is subject to these Terms and Conditions (the Terms). Each of you and the Issuer is a “Party,” and together the “Parties.” Please read the below terms and conditions carefully before registering, accessing, browsing, downloading and/or using the Website (as defined below). By accessing or using the Website or purchasing BOT, you agree to be bound by these Terms (and all terms incorporated by reference).
Before agreeing to the Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the Website and shall not be entitled to purchase BOT.
PURPOSE AND USAGE OF TOKENS
The purpose of BOT is to facilitate the participation in the prediction markets (the PM) on the Bodhi platform (the Platform) which is currently under development by the Issuer and/or its affiliates, which allow users to make predictions and to obtain BOT for successful predictions, initiate arbitration for disputed results of prediction events and receive additional tokens accordingly, and vote for arbitration results of disputed prediction events and receive additional tokens accordingly. Specifically, BOT provide the infrastructure for PM through Issuer’s website at https://www.bodhi.network/ (the Website), allowing the crowdsourcing of intelligence, interaction between participants. In addition, BOT holders are grants voting rights to shut down illegitimate and malicious prediction events by way of a decentralised voting mechanism, and have limited control over "oracles" (which conclusively determine the outcome of prediction events) in exceptional cases. BOT will be consumed through interactions between participants on the Platform. The ownership of BOT carries no rights, express or implied, in the Issuer other than the right to use BOT as a means to enable usage of and interaction with the Platform, upon the successful development and deployment of the Platform.
In particular, you understand and accept that BOT:
- do not represent or confer on you any right of any form with respect to the Issuer (or any of its affiliates) or its revenues or assets, including without limitation any right to receive future revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Platform, the Issuer and/or its service providers;
- are not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment;
- are not a loan to the Issuer or any of its affiliates;
- do not provide you with any ownership or other interest in the Issuer or any of its affiliates;
- may only be utilised on the Platform, are non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by the Issuer or any of its affiliates;
- are not intended to constitute securities in Singapore or any relevant jurisdiction, will not entitle token holders to any promise of fees, revenue, profits or investment returns;
- are not for speculative investment; and
- is subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time on the Platform.
SCOPE OF TERMS
Unless otherwise stated herein, your purchase of BOT is governed solely by these Terms. New terms or policies may be published from time to time on the Platform at our sole discretion. You are advised to print or download and keep a copy of these Terms for future reference.
Any potential future use of BOT in connection with providing or receiving services or the usage of the Platform will be governed primarily by other applicable term and policies (collectively, the Service Terms and Policies), which will be made available on our website, if the services and Platform is successfully completed and deployed. We may update these Terms or the Service Terms and Policies in our sole and absolute discretion.
To the extent of any conflict with these Terms, the updated Terms and the Service Terms and Policies which may be published from time to time on the Platform shall prevail with respect to any issues relating to the use of BOT in connection with the Platform.
We reserve the right to require you to provide us with your personal details (including without limitation correct name, address and details of the wallet from which you have sent the funds), and it is your responsibility to provide correct details. Failure to provide this information will prevent us from allocating BOT to your wallet.
CANCELLATION AND REFUSAL AT ISSUER'S DISCRETION
We reserve the right to refuse or cancel BOT purchase requests (without giving reasons) at any time in our sole discretion. Your purchase of BOT from the Issuer is final, and you waive any rights to be refunded any amounts which you have paid to us in exchange for BOT or to cancel any purchase of BOT, Provided Always that in the event of an adverse change of the regulatory environment, we shall (at our sole discretion) be entitled to cancel all issued BOT and repay the price that you pay for BOT (less fees and expenses incurred in connection with the development of the PM and the Platform).
ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are various risks associated with purchasing BOT, holding BOT, and using BOT for participation in the PM on the Platform. If you have any queries or require any clarification regarding these risks, please contact us at [email protected]
YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION ETHEREUM, BITCOIN, QTUM AND BOT, ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF THE ISSUER AND ITS AFFILIATES. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY PURCHASING BOT, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold BOT you purchase from us, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your BOT. We cannot be responsible for any such losses.
Risks associated with the Qtum Protocol
Given that BOT and the PM are based on the Qtum protocol and architecture, any malfunction, breakdown or abandonment of the Qtum protocol or architecture may have a material adverse effect on the BOT and/or the PM. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to BOT and/or the PM by rendering ineffective the cryptographic consensus mechanism that underpins the Qtum protocol.
Hackers or other malicious groups or organizations may attempt to interfere with BOT and/or the PM in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of the Issuer or its affiliates may intentionally or unintentionally introduce weaknesses into the core infrastructure of BOT and/or the PM, which could negatively affect BOT and/or the PM.
Risks associated with markets for BOT
BOT are intended to be used solely within the network for the PM, hence there may be illiquidity risk with respect to the BOT you hold. Even if secondary trading of BOT is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to BOT (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Risk of Uninsured Losses
BOT is uninsured unless you specifically obtain private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.
Uncertain Regulations and Enforcement Actions
The regulatory status of BOT and distributed ledger technology is unclear or unsettled in many jurisdictions. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including BOT and/or the PM. Regulatory actions could negatively impact the BOT and/or the PM in various ways. The isuser may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The tax characterisation of BOT is uncertain. You must seek your own tax advice in connection with purchasing BOT, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying BOT and/or the PM and attempt to re-create similar facilities. The PM may be required to compete with these alternative networks, which could negatively impact BOT and/or the PM.
It is possible that the PM network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the PM network). Such a lack of use or interest could negatively impact the development of the PM network and therefore the potential utility of BOT.
In addition to the aforementioned risks, there are other risks associated with your purchase, holding and use of BOT, including those that the Issuer cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the aforementioned risks.
KNOW YOUR CLIENT REGULATIONS AND PERSONAL DATA
Know your client regulations
You hereby acknowledge and accept that:
- The Issuer may be bound to conduct customer identification, due diligence and anti-money laundering due diligence on all purchasers of BOT in compliance with all applicable laws and legislations. We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell BOT to you until you provide such requested information and we have determined that it is permissible to sell you BOT under applicable law or regulation.
- We may at any point in time request information and/or documentation to establish that our identification records, as well as the information that form your profile, remain completely updated. In this respect, we reserve the right to examine and check on a regular basis the validity and adequacy of your identification data and information we maintain.
- If at any time we become aware that reliable or adequate data and information are missing from your identity, we reserve the right to take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as necessary.
- You hereby acknowledge and accept that if you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, we are unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, the Issuer will not be able to sell BOT and/or continue its relationship with you, and we may be required to submit a report of suspicious transactions/activities to the relevant authorities.
- We (and our affiliates) will collect, use, process and disclose your information and personal data (as defined in the Personal Data Protection Act 2012 of Singapore) for providing our services and discharging of our legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purposes). We may disclose your information to our service providers, agents, relevant custodians or similar third parties for these Purposes. We may keep your information for such period as may be determined by us (which shall be no shorter than any mandatory period prescribed by law) to contact you about the Platform. You hereby consent to us transferring your personal data to our affiliates or service providers for processing and to recipients in countries which do not provide the same level of data protection as Singapore if necessary for the Purposes.
- If you withdraw your consent to any or all use of your personal data, depending on the nature of your request, this may limit the scope of our services which we are able to provide to you. Please contact us at [email protected](marking your email for the attention of “Data Protection Officer”). We will endeavour to respond to your query / request within 30 days, and if that is not possible, we will inform you of the time by which we will respond to you.
- You hereby warrant, represent and confirm to us and shall procure that with respect to any personal data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (Individual) disclosed to us in connection with these Terms, the Service Terms and Policies and/or the BOT token sale or otherwise collected by us in the course of your relationship with us or any of our affiliates:
- each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted you on its behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of the Individual’s personal data by us for all purposes required by us in connection with these Terms and/or the BOT token sale;
- that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by us in accordance with the Purpose; and
- any consent given pursuant to these Terms in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiration of these Terms and the Service Terms and Policies.
- If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, we may not be in a position to continue its relationship with you and/or sell BOT, and we shall be entitled to its rights under these Terms and the Service Terms and Policies (without prejudice to our other rights and remedies at law against you).
The price that you pay for BOT is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (Taxes). The onus for determining the Taxes applicable to your purchase and use of BOT lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your purchase of BOT. We are not responsible for withholding, collecting, reporting, or remitting any Taxes arising from your purchase of BOT. We cannot and do not provide tax advice and we recommend that you seek appropriate professional advice in this area if required.
REPRESENTATIONS AND WARRANTIES
By purchasing BOT, you represent and warrant that:
- You have read and understand these Terms, and you have all requisite power and authority to execute and deliver these Terms, to participate in the BOT token sale, to purchase BOT, and to carry out and perform your obligations under these terms.
- If you are an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase BOT. If you are a legal person, you are duly organised, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located. You are not purchasing BOT on behalf of any other entity or person.
- The execution, delivery and performance of these Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, or (v) any governmental or other consents that may need to be obtained.
- The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person.
- You have a good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology and blockchain-based software systems, cryptographic tokens, and token storage mechanisms (such as token wallets) to understand these Terms and to appreciate the risks and implications of purchasing BOT.
- You have obtained sufficient information about BOT to make an informed decision to purchase BOT.
- The funds, including any fiat, virtual currency or cryptocurrency, used to purchase BOT are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you shall not use BOT to finance, engage in, or otherwise support any unlawful activities. To the extent required by applicable laws and regulations, you shall fully comply with all anti-money laundering and counter-terrorism financing requirements in the jurisdiction.
- Neither you (or any of your subsidiaries, any director or officer, or any employee, agent, or affiliate as the case may be) nor any person having a direct or indirect beneficial interest in you or the BOT being purchased or held by you, or any person for whom you are acting as agent or nominee in connection with BOT, is the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, Sanctions) or is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions.
- You are not (i) a citizen or resident of a geographic area in which access to or participation in the PM on the Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act (including without limitation the U.S., People’s Republic of China and the Republic of Korea), or (ii) a citizen or resident of, or located in, a geographic area that is subject to Sanctions or (iii) an individual, or an individual employed by or associated with an entity, identified on any Sanctions list (including without limitation the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List).
- The funds used in the purchase of BOT are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use BOT to finance, engage in, or otherwise support any unlawful activities.
- The funds used in the purchase of BOT will be made only in your name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation.
- You are purchasing BOT to participate in the PM on the Platform and to support the research, design and development of, and advocacy for decentralised cryptographic or blockchain solutions to build transparent, free, reliable and low-cost prediction markets. You are not purchasing BOT for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
The Issuer retains all right, title and interest in all of the Issuer’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Issuer’s or any of its affiliate's intellectual property for any reason whatsoever.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Issuer and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, related companies, affiliates, agents, representatives, predecessors, successors and assigns (the Related Parties) from and against all claims, demands, actions, damages, losses, costs and expenses (including legal fees on an indemnity basis) arising from or relating to:
- your purchase or use of BOT;
- your responsibilities or obligations under these Terms;
- your violation of these Terms; or
- your violation of any rights of any other person or entity.
To the fullest extent permitted by applicable law, you release the Issuer and the other Related Parties from responsibility, liability, claims, demands and/or 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. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
- GOVERNING LAW AND DISPUTE RESOLUTION
These Terms will be governed by and construed and enforced in accordance with the laws of Singapore, without regard to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with these Terms (including without limitation the enforceability of this arbitration clause, any question regarding existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this arbitration clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
The agreement set out in these Terms will terminate upon the completion of all sales of BOT. The Issuer reserves the right to terminate the agreement set out in these Terms, in its sole discretion, in the event of a breach by you of this Agreement. Upon termination of this Agreement:
- all of your rights under these Terms immediately terminate;
- you are not entitled to any refund of any amount paid whatsoever; and
- Articles 3, 4, 6, 9, 10, 17 and 18 will continue to apply in accordance with their terms.
These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Issuer and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Whitepaper or any other marketing material), both written and oral, between you and the Issuer with respect to the subject matters. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will as soon as practicable post the amended Terms at the Website. The amended Terms will be effective immediately.
You shall under no circumstances be entitled to assign your rights and obligations under these Terms. We may assign our rights and obligations under these Terms without your consent.
REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on our part, any right or remedy under these Terms Documents shall operate as a waiver, of any such right or remedy or constitute an election to affirm these Terms. No election to affirm these Terms on our part shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevents any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
- You expressly acknowledge, understand and agree that you are purchasing BOT at your sole risk and discretion, and that the BOT are each provided, used and purchased on an “AS IS” and on an “AS AVAILABLE” basis without any representations, warranties, promises or guarantees whatsoever of any kind by the Issuer and/or its affiliates. Prior to making any decision to purchase, you shall conduct your own due diligence and rely only on your own examination and investigation thereof.
- Changes in relevant laws and regulations in any jurisdictions which we are operating shall constitute a force majeure and we will not be responsible for any result arose out of such changes in relevant laws and regulations.
- We do not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to BOT, we specifically does not represent and warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent. In addition, we cannot and do not represent or warrant that BOT or the delivery mechanism for BOT are free of viruses or other harmful components.
- We assume that you have already read this agreement, especially the risks and disclaimer stated herein and hereunder, and you shall automatically be regarded agree to take all risks (including but not limited to the risks stated herein) in relation to purchase BOT.
ISSUER NOT LIABLE
BOT are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. Save in the case of fraud or gross negligence, the Issuer expressly disclaims any and all responsibility for any direct, indirect, special, incidental, consequential or exemplary loss or damage of any kind whatsoever arising directly or indirectly (including without limitation, those relating to loss of revenue, income or profits, loss of use or data, or damages for business interruption) in connection with:
- reliance on any information contained in these terms;
- any error, omission or inaccuracy in any such information;
- any action resulting from such information; or
- the sale or use of BOT.
In no event will the aggregate liability of the Issuer and the Related Parties (jointly), whether in contract, warranty, tort, or other theory, arising out of or relating to these terms or the use of or inability to use BOT, exceed the amount you pay to us for BOT.
Purchasing BOT from us does not create any form of partnership, joint venture or any other similar relationship between you and us.
RIGHTS OF THIRD PARTIES
Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. A person who is not a party under these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of these Terms.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this clause shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.
You agree and acknowledge that all agreements, notices, disclosures, and other communications including these Terms provided in electronic form.
If you have any questions regarding these Terms, please contact us at [email protected]