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.
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:
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.
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).
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.
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.
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.
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.
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
You hereby acknowledge and accept that:
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.
By purchasing BOT, you represent and warrant that:
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:
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.
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:
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.
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.
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:
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.
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]