Terms and Conditions

Posted: 30 October 2018

Last updated: 30 October 2018

These Initial Virtual Financial Asset Offering Terms and Conditions (the “Agreement”) contain the terms and conditions that govern the distribution of the BCHIP Token (“BCHIP”) to contributors and donators via the following website https://www.blockchip.com/ (the “Website”).

The Agreement governs the relationship between you or the entity that you represent (the “User”, “you” and ”your”) and Blockchip Ltd., a company registered under the laws of Malta, with company registration number C 86854 and having its registered address situated at Office 2, Suite 2, The Penthouse, Capital Business Centre, Entrance C, Triq Taz-Zwejt, San Gwann SGN3000, Malta, together with its parent company and affiliates (the “Company”, “us”, and “our”).

You and the Company are hereinafter referred to, individually as a “Party,” and collectively as the “Parties.”

1. Definitions:

 

In addition to the capitalised terms defined above or elsewhere in the Agreement:

1.1 Account – online account created by the User on the Website;

 

1.2 Artificial Intelligence or AI – the ability of a computer program or a machine to think and learn.

 

1.3 Asset – movable and immovable property of any kind;

 

1.4 BCHIP – a VFA created by the Company;

 

1.5 Bitcoin – an open Blockchain platform available at https://bitcoin.org/;

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1.6 Blockchain – a type of DLT, comprised of unchangeable, digitally recorded, data in packages called blocks;

 

1.7 BlockChip – a blockchain-based, distributed I.T. platform for iGaming developers to develop their games;

 

1.8 BTC – the short name for the DLT asset ‘bitcoin’ used within Bitcoin;

 

1.9 Contribution – the act of contributing Funds towards the Company in return for BCHIPs;

 

1.10 Distributed Ledger or DLT – means a database system in which information is recorded, consensually shared, and synchronised across a network of multiple nodes;

 

1.11 DLT Asset – a virtual token, VFA, electronic money or financial instrument, that is intrinsically dependent on or utilises DLT;

 

1.12 Electronic Money – as defined under the Third Schedule of the Financial Institutions Act (Chapter 376 of the Laws of Malta);

 

1.13 ERC20 – a technical standard used for Smart Contracts on Ethereum for implementing fungible tokens;

 

1.14 Ethereum – an open Blockchain platform available at https://ww.ethereum.org/;

 

1.15 ETH – the short name for the DLT Asset ‘ether’ used within Ethereum;

 

1.16 Euro and € - means the lawful currency of the Eurozone;

 

1.17 Financial Instrument – as defined under the Second Schedule to the Investment Services Act (Chapter 370 of the Laws of Malta), whether or not issued in Malta;

 

1.18 Funds – means BTC, ETH and USD, and all other Contributions which may be accepted by the Company in exchange for BCHIP and or use of the Services, from time to time;

 

1.19 GBP and £ – the lawful currency of United Kingdom, Jersey, Guernsey, the Isle of Man, South Georgia and the South Sandwich Islands, the British Antarctic Territory, and Tristan da Cunha.

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1.20 Initial VFA Offering – the token generation event involving the creation and issuance of BCHIPs via a Smart Contract designed and deployed by the Company which will run for a period of time and as may be changed by notice by the Company via the Website;

 

1.21 Light Paper – the document located at the Website containing describing the Company’s VFA Offering, project and business model;

 

1.22 Services – any services provided by the Company and/or its affiliates, including the services available to registered Users on the Website;

 

1.23 Smart Contract – a form of technology arrangement consisting of a computer protocol or an agreement concluded wholly or partly in an electronic form, which is automatable and enforceable by computer code, although some parts may require human input and control, and which may be also enforceable by ordinary legal methods or a mix of both;

 

1.24 Virtual Financial Asset or VFA - any form of digital medium recordation that is used as a digital medium of exchange, unit of account, or store of value and that is not Electronic Money, a Financial Instrument or a Virtual Token.

 

1.25 Virtual Token – a form of digital medium recordation whose utility, value or application is restricted solely to the acquisition of goods or services, either solely within the DLT platform on or in relation to which it was issued or within a limited network of DLT platforms;

 

1.26 Wallet – any type of wallet used for storage of DLT Assets;

 

2. About BlockChip and BCHIPs

 

2.1 The Company is holding an Initial VFA Offering to collect funds to design, develop and deploy BlockChip in accordance with the Light Paper, as well as for ancillary purposes including but not limited to business development, security audits, marketing and communication, legal advice and research.

 

2.2 It is the Company’s intention that BlockChip will constitute an iGaming platform which will utilise DLT and AI to enable developers, designers, mathematicians and other

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interested parties to produce content for the Company’s flagship products: BlockCasino, BlockPoker and BlockAffiliates, as well as its white label solution.

 

2.3 The Company intends to obtain remote gaming licences from the regulatory authorities in the United Kingdom, Malta and Curacao, as well as any other permits, approvals and authorisations as may be deemed necessary in the countries in which BlockChip will be made available.

 

2.4 BCHIPs will allow Users to play games which are made available on BlockChip. BCHIPs will also be used as remuneration to pay Developers and Affiliates for their participation on BlockChip.

 

3. Acceptance of the Agreement:

 

3.1 The Agreement comes into effect at the moment you register on the Website.

 

3.2 These terms and conditions constitute a legally binding agreement between you and the Company and govern your use of the Company’s Website for the Initial VFA Offering. Please read these terms carefully.

 

3.3 The Company reserves the right to make changes to the Agreement at any time without giving you prior notice. Any such changes will become effective upon the posting of the revised Agreement on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Website and/or the Services following any such revisions to the Agreement will be tantamount to your acceptance of such changes.

 

3.4 The Company shall have the right to change or remove the Website (temporarily or permanently) at any time without indicating the reasons to such changes or removal and you confirm that the Company shall not be liable to you for any such change or removal.

 

4. Your Account:

 

4.1 In order for you to be able to start using the Website, you must first register with the Company and open an Account. The Company will provide you with a unique login ID and password. The Company is entitled to refuse to register you without indicating any reasons.

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4.2 You agree that all information that you give us, such as, but not limited to, valid identification, address and email, during the term of validity of this Agreement is complete, true, correct and that you will immediately notify the Company of changes to such information or change such details by yourself on the Website.

 

4.3 The Company reserves the right to suspend the usage of the Account until your identity is completely verified.

 

4.4 It is your sole and exclusive responsibility to ensure that your login details are kept securely. You must not disclose your login details to anyone. This constitutes a breach of this Agreement. We recommend that you never share or disclose your Account information with anyone. You should create a complex and secure password, change your password from time to time and always log out when you are finished from using the Account. We shall not be responsible for any abuse or misuse of your Account by third parties due to your disclosure, whether intentional or accidental, active or passive, of your login details to any third party.

 

4.5 You shall not use the Website for any purpose that is unlawful or prohibited by this Agreement and legal requirements. Your registration implies your confirmation and a guarantee that by using the Website, you will act honestly and, in such way, that it would meet the interests of both you and the Company. The Company reserves the right to refuse or close an Account without prior notice if the use of the Website is unlawful or unaccepted.

 

5. Your Obligations

 

5.1 A number of participation requirements set forth on the Website have to be met in order to be able to participate in the Initial VFA Offering. You can only participate in the Initial VFA Offering within such stipulated period and in such manner as set forth in the Website.

 

5.2 The Company has the right to refuse selling BCHIPs to anyone who does not meet above-mentioned criteria for their buying, as set out in this Agreement, the Website and by the applicable law.

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5.3 You understand and acknowledge that the purchase and sale of DLT Assets of any kind involve a high degree of risk. Due to the constant price fluctuations of DLT Assets, the value of your Assets may increase or decrease at any time.

 

6. The Initial VFA Offering 6.1 The Company has created a fixed, non-mineable supply of eight hundred eighty-eight million (888,000,000.00) BCHIPs.

1. 6.2 BCHIPs will be released over two (2) stages: a) Upon completion of the Initial VFA Offering;
2. b) Over a period of twenty-four (24) months.
4. 6.3 The Company will retain fifteen per centum (15%) of the total supply BCHIPs as a ‘platform reserve’ and another fifteen per centum (15%) of the total supply of BCHIPs to regulate the volatility and liquidity of BCHIPs.
5. 6.4 The Company will allocate fifteen per centum (15%) of the total supply BCHIPs for the Company’s team and advisors.
6. 6.5 A total of a maximum of forty-seven per centum (47%) of the total supply of BCHIPs will be put up for distribution, against a Contribution. This sale will be conducted over two (2) stages: a) Pre-sale: 31 October 2018 onwards;
7. b) Public sale: 1 February 2018 (or any other date that the Company will make public via the Website).
9. 6.6 The Company will further reserve five per centum (5%) of the total supply of BCHIPs and the remaining three per centum (3%) of the total supply of BCHIPs for airdrops and charitable causes, as may be decided by the Company from time to time.
10. 6.7 The Company will launch the Initial VFA Offering only in exchange for BTC, ETH, GBP and Euro. Any other method of payment used to send Funds to the address of the Company once the Initial VFA Offering has started will not be refunded. The Company may decide, at its own discretion, to accept other DLT Assets and other methods of payment, as may be communicated by the Company on its Website before or during the Initial VFA Offering.

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6.8 Every contributor to the Initial VFA Offering must undergo account verification (KYC) as may be indicated by the Company on the Website.

 

 

7. BCHIP Rights and Attributes

 

7.1 BCHIPs may be used by you as follows: a) To play games available on BlockChip;

b) As remuneration representing a fixed share in the net revenue generated by BlockChip for any games which you develop thereon;

c) To pay white label licensing fees to the Company for making use of any licences lawfully held by the Company for BlockChip;

d) To pay monthly commission fees for customer acquisitions and other marketing activities when making use of BlockChip.

 

 

7.2 Your use of BCHIPs shall be subject to the terms and conditions of BlockChip made available on the Website.

 

7.3 There are no guarantees of the future use or value of BCHIPs, which can be zero.

 

7.4 Although the Company shall endeavour to provide or offer you with BCHIPs as described in this section and the Light Paper, the Company shall not be bound to do so.

 

7.5 You cannot expect to make a profit from BCHIPs and shall have no expectation of profit from the future success of the Company’s business and/or the efforts of the Company or other persons. The Company’s value depends on your active involvement in using and promoting it.

 

7.6 BCHIPs do not constitute shares of the Company. They do not represent ownership interests or grant ownership, control and voting rights in the Company, nor do they grant any rights to receive a share of the Company’s profit or revenue.

 

7.7 It is within the Company’s discretion to unilaterally make decisions on spending, investing and otherwise using the Funds received during the Initial VFA Offering.

 

7.8 BCHIPs may be used for transactions and payments associated with DLT Assets.

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7.9 The Company is not obliged to redeem BCHIPs in any case.

 

7.10 The sale of BCHIPs and BCHIPs themselves are not tantamount to Financial Instruments of any kind. Purchases and sales of BCHIPs are not subject to the protections of any laws governing those types of Financial Instruments. The Agreement and all other documents referred to in the Agreement including the Light Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy a Financial Instrument.

 

7.11 You should not purchase BCHIPs for investment purposes. Such Virtual Financial Assets are not designed for investment purposes and should not be considered as a type of investment. You acknowledge, understand and agree that holding BCHIPs does not constitute a guarantee, representation or warranty that the holder will be able to use the Company, or receive any DLT Assets utilised by the Company.

 

7.12 You acknowledge and agree that you are not purchasing BCHIPs for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.

 

7.13 You acknowledge that all purchases of BCHIPs are final and non-refundable, and the Company is not required to provide a refund for any reason and that you will not receive money or other compensation in lieu of a refund, and you consent to no right of withdrawal from the Initial VFA Offering.

 

7.14 If there are any regulations imposed that may affect BCHIP rights and attributes, the terms and conditions of the Agreement and other terms regulating the usage of BCHIPs may be changed significantly by the Company to ensure compliance with such regulatory requirements.

 

8. Security

 

8.1 You will implement reasonable and appropriate measures designed to secure access to:

a) any device associated and utilised in connection with your purchase of BCHIPs;

b) private keys and/or login details to your Wallet or Account; and

c) any other username, passwords or other login or identifying credentials.

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8.2 In the event that you are no longer in possession of your private keys or any device associated with your Account, you may lose all of your BCHIPs and/or access to your Account.

 

8.3 You must notify the Company immediately in the event that the security of your login or password has been breached or compromised

 

8.4 The Company is under no obligation to recover any BCHIPs that have been lost, stolen or destroyed due to your failure or negligence in maintaining appropriate level of security in accordance with this sub-clause.

 

8.5 The Company shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.

 

9. Risks

 

9.1 You acknowledge and understand the risks set out in this clause and that BCHIPs have no value. You may lose all amounts paid during the Initial VFA Offering. Accordingly, you have carefully reviewed and acknowledge, understand and assume the risks set out in the Agreement, as well as other risks associated with the BCHIPs (including all those which are not set out in the Agreement), all of which would render the BCHIPs worthless or of little value.

 

9.2 Ethereum is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam Ethereum in an attempt to gain an advantage in purchasing ETH and ERC20 tokens such as BCHIPs. You acknowledge and understand that Ethereum block producers may not include your transaction when you want and your transaction may not be included at all.

 

9.3 You acknowledge, understand and agree that BCHIPs may have no value, there is no guarantee or representation of liquidity for the BCHIPs; and that the Company is not and shall not be responsible or liable for the market value of BCHIPs, the transferability and/or liquidity of BCHIPs and/or the availability of any market for BCHIPs through third parties or otherwise.

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9.4 As DLT Assets, BCHIPs may be subject to expropriation and/or theft. Hackers or other malicious groups or organisations may attempt to interfere with the tokens 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, because Ethereum rests on open source software and tokens are based on open source software, there is the risk that Smart Contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the tokens or result in the loss of your tokens, the loss of your ability to access or control your tokens or the loss of BCHIPs in your Account. In the event of such a software bug or weakness, there may be no remedy and holders of tokens are not guaranteed any remedy, refund or compensation.

 

9.5 BCHIPs purchased by you may be held in your Wallet, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key associated with your Wallet will result in loss of your BCHIPs, access to your Account’s BCHIP balance and/or any initial balances in Blockchains created by third parties. Moreover, any third party that gains access to such private key, including by gaining access to login credentials of a hosted Wallet service you use, may be able to misappropriate your BCHIPs.

 

9.6 BlockChip and all of the matters set forth in the Light Paper are new and untested. The technology might not be capable of completion, implementation or adoption. It is possible that no Blockchain utilising the software will be ever launched and there may never be an operational platform. You should not rely on the software or the ability to receive BCHIPs associated with BlockChip in the future. Even if the software is completed, implemented and adopted, it might not function as intended, and any BCHIPs associated with the Blockchain adopting the software may not have the functionality that is desirable or valuable. Also, technology is changing rapidly, so BCHIPs may become outdated.

 

9.7 Even if completed, the software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that such third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the software and platform.

 

9.8 If you fail to map a public key to your Account, this may result in third parties being unable to recognise your BCHIP balance on Ethereum when and if they configure the

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initial balances of a new Blockchain based upon the software of which the Company makes no representation or guarantee.

 

9.9 The software is still under development and may undergo significant changes over time. Although the Company intends for the software to have the features and specifications set forth in the Light Paper, the Company may make changes to such features and specifications for any number of reasons, and any party that adopts the software and launches BlockChip may also make changes, any of which may imply that the platform does not meet your expectations.

 

9.10 The development of the software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

 

9.11 Even if the software is finished and adopted and BlockChip is launched, the ongoing success of the platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in BlockChip.

 

9.12 The regulatory status of DLT Assets and Distributed Ledger Technologies is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect DLT Assets, Distributed Ledger Technologies and their applications and use cases. Such changes could negatively impact Virtual Financial Assets in various ways, including, for example, through a determination that Virtual Financial Assets are regulated Financial Instruments that require registration. The Company may cease the distribution of BCHIPs, the development of BlockChip or cease operations in a particular jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

 

9.13 FOR THE AVOIDANCE OF ANY DOUBT, RESIDENTS AND CITIZENS OF ANY OTHER JURISDICTION THAT FORBIDS OR RESTRICTS THE PARTICIPATION IN VFA OFFERRINGS, ARE NOT PERMITTED TO PARTICIPATE IN THE BLLOCKCHIP VFA SALE. THE COMPANY WILL UNDERTAKE ITS BEST EFFORTS TO RESTRICT THE POSSIBILITY OF SUCH RESIDENTS AND CITIZENS FROM PARTICIPATING IN THE BLOCKCHIP VFA SALE. ANY ATTEMPT TO CIRCUMVENT THIS AGREEMENT

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WILL RESULT IN BCHIPs NOT BEING ISSUED, AND THE PAYMENT THEREOF BEING RETURNED TO YOU.

 

9.14 As noted above, the industry in which the Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of the Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the BCHIPs and/or the development of BlockChip.

 

10. Liability and Indemnification

 

10.1 To the fullest extent permitted by the applicable law of the Agreement, you hereby waive and disclaim any right or cause of action against the Company in any jurisdiction that would give rise to any damages. The Company shall not be liable to you for any type of damages, even if and notwithstanding the extent that the Company has been advised of the possibility of such damages. You agree not to seek any refund, compensation or reimbursement from the Company, regardless of the reason and regardless of whether the reason is identified in this Agreement.

 

10.2 In no circumstances will the aggregate liability of the Company, whether in contract, warrant, tort or otherwise, for damages to you under this Agreement, exceed the amount of Funds received by the Company from you.

 

10.3 You understand and agree that the Company shall not be liable and you shall be responsible for all liability in connection with any force majeur event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any Blockchain-related protocol.

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10.4 To the fullest extent permitted by applicable law, you release the Company 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 you and the acts of omissions of third parties.

 

10.5 To the fullest extent permitted by the applicable law to the Agreement, you will indemnify, defend and hold harmless and reimburse the Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation, fees and expenses of legal counsel), incurred by the Company arising from or relating to: a) your purchase or use of BCHIPs;

b) your responsibilities or obligations under the Agreement;

c) your breach of or violation of the Agreement;

d) any inaccuracy in any representation or warranty by you;

e) your violation of any rights of any other person or entity; and/or;

f) any act or omission committed by you, that is negligent, unlawful or constitutes wilful misconduct.

 

 

10.6 The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

 

11. Disclaimers and Waivers

 

11.1 You expressly acknowledge, understand and agree that the purchasing and using of BCHIPs is done at your own sole risk and that BCHIPs are provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company and you shall rely on its own examination and investigation thereof.

 

11.2 THE COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND WITH RESPECT TO THE DISTRIBUTION OF THE BCHIPs. THE COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR

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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.

 

12. Data Privacy 12.1 To participate in the Initial VFA Offering and purchase BCHIPs, you understand and acknowledge that you must provide your personal data in order to be able to register an Account and make use of our Website.

12.2 Upon the Company’s request, you will immediately provide information and documents that the Company, in its sole discretion and as the Company deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation, judicial process. Such documents include, but are not limited to, copies of a passport, driver’s licence, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You acknowledge that the Company may refuse to distribute BCHIPs to you until such requested information is provided.

12.3 You consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements.

12.4 We integrate a third-party tool for the carrying out of KYC/AML checks on our contributors and early adopters. You acknowledge that in collecting your personal details, the third-party provider will protect your personal data and respect your privacy in accordance with best business practices and all applicable laws.

12.5 You permit the transfer of your personal data to the Company by the third-party provider, which may be done at the discretion of the Company. When gaining access to your personal data the Company will protect your personal data and respect your privacy in accordance with best business practices and all applicable laws.

12.6 Your personal data that you provide will be used to identify you as the holder of BCHIP and to execute the Agreement.

 

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12.7 You confirm that you have entered correct data about yourself in every required form and that going forward, when changing or adding any data on the Website, you will enter only correct data. You shall bear any losses that occur regarding the submission of invalid/incorrect data.

12.8 The Company may use your personal data for direct marketing purposes if you give your consent in the registration form. You can withdraw such consent at any time.

12.9 The Company may, at any time and in its own discretion, adopt a separate Privacy Policy and you must consent to that Privacy Policy. Our Privacy Policy sets out all the necessary information on how we collect and process your personal data through the use of our Website. You can read our Privacy Policy on the Website.

 

 

13. No Other Rights Created 13.1 This is not a loan to the Company and this does not provide you with any ownership or other interest in the capital of the Company.

13.2 The Company retains all rights to, titles and interests in, all of its intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You may not use any of the Company’s intellectual property for any reason without the Company’s prior written consent.

 

 

14. Your Representations and Warranties 14.1 By purchasing BCHIPs you covenant, represent and warrant to the Company that you have all the requisite power and authority to execute and deliver this Agreement, to use and purchase BCHIPs and to carry out and perform the obligations under the Agreement

a) If you are an individual, you shall represent and warrant that you are at least eighteen (18) years old and of sufficient legal age and capacity to purchase BCHIPs and enter into the Agreement.

b) If you are a legal person, you shall represent and warrant that you are duly organised, validly existing and in good standing under the laws of your domiciliary jurisdiction, and every other jurisdiction where you conduct your business.

 

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14.2 The execution, delivery and performance of the Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:

14.3 The execution and delivery of, and performance under this Agreement requires no approval or other action from any governmental authority or person other than you.

14.4 You have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of Blockchain and DLT Assets and other digital assets, Smart Contracts, storage mechanisms (such as Wallets), Blockchain-based software systems and Blockchain technology, to be able to evaluate the risks and merits of your VFA purchase and are able to bear the risks thereof, including loss of all the amounts paid, loss of tokens and liability towards the Company for its acts and omissions, including with limitation those constituting breach of the Agreement, negligence, fraud or wilful misconduct. You have obtained sufficient information in order to make an informed decision to purchase BCHIPs.

14.5 You attest that you are not a criminal, are not associated with any criminal activity, and that all funds that are used by you in connection with the Initial VFA Offering and your purchase of BCHIPs are free from any criminal association, are not the proceeds of crime, and are not derived from any criminal activity. You shall not use the BCHIPs to finance, engage in, or otherwise support any unlawful activities.

14.6 To the extent required by applicable law, you have to comply with all anti-money laundering and counter-terrorism financing requirements.

14.7 You hereby certify to us that any Funds used by you in connection with participation in the Initial VFA Offering are either owned by you or that you are validly authorised to carry out transactions using such Funds.

14.8 You acknowledge, understand and agree that:

 

 

1. a) Any provision of your organisational documents, if applicable;
2. b) Any provision of any judgement, decree or order, by which you are bound of or by which any of your assets are subject to;
3. c) Any material agreement, obligation, duty or commitment to which you are a party of and by which you are bound to; or
4. d) Any laws, regulations or rules applicable to you.

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a) The purchase and receipt of BCHIPs may have tax implications for you;

b) You are solely responsible for your compliance with tax obligations; and

c) The Company bears no liability or responsibility with respect to any of your tax obligations.

 

 

15 Termination of Agreement 15.1 The term of this Agreement is for a period of time when you successfully register for the Account until this Agreement is terminated for whatever reason. Account cancellation shall mean the Agreement termination.

15.2 At any time and for any reason in its sole discretion, the Company may terminate this Agreement, your access to the Initial VFA Offering and/or the Website, your Account and may halt any pending transactions and/or Funds and/or VFAs without giving notice to you. The Company shall have no liability or obligation for the termination of this Agreement.

15.3 In case of termination of this Agreement for any reason you will not be refunded with any amount of BCHIPs.

 

 

16 Dispute Resolution, Applicable law and Jurisdiction 16.1 This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of Malta, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

16.2 You and the Company shall cooperate in good faith to resolve any dispute, controversy or claim (including non-contractual disputes or claims) arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof. If the Parties are unable to resolve a dispute within ninety (90) days of notice of such dispute being received by all Parties, such dispute shall be finally settled by Binding Arbitration as defined in Section 16.2.

16.3 Each Party irrevocably agrees that any dispute not resolved within ninety (90) days as set forth in Section 16.2 shall be finally settled by arbitration in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) and Part X (International Arbitration)

 

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1. of the Arbitration Rules (Subsidiary Legislation 387.01) in force as at date of the Agreement. For the avoidance of any doubt: a) The number of arbitrators shall be one (1);
2. b) The place of arbitration shall be Malta;
3. c) The language to be used in the arbitral proceedings shall be English;
4. d) The governing law of the Agreement shall be as set forth in Section 16.1 herein;
5. e) The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgement upon the award may be entered by any court having jurisdiction thereof and having jurisdiction over the relevant Party or its assets. The Company and you will each pay the respective fees and expenses for legal assistance.
7. 16.4 Any dispute arising out of or related to this Agreement is personal to you and the Company and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which individual attempts to resolve a dispute as a representative of another individual or group of individuals. Furthermore, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

 

17. Miscellaneous Provisions 17.1 You shall not assign the Agreement without the prior written consent of the Company. Any assignment or transfer in violation of this Section will be void. The Company may assign the Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties, will be binding upon and to the benefit of their respective successors, assignees, heirs, executors, administrators and legal representatives.

17.2 The Agreement and the materials incorporated herein by reference, constitutes the entire Agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by the Company about the Initial VFA Offering and purchase of BCHIPs, BlockChip and the Services.

 

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17.3 If any provision of the Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17.4 Given that the Virtual Financial Assets Act (Chapter 590 of the Laws of Malta) which shall apply to Initial VFA Offerings and intermediary services dealing with Virtual Financial Assets in Malta comes into force on 1 November 2018 and the Company will be notifying the Malta Financial Services Authority (MFSA) that it will benefit from the three (3) month transitory period prescribed by Article 62.