The following terms and conditions ("Terms") govern your (“you” or the “buyer”) purchase of cryptographic tokens ("PayBlok") from Prodemic ltd, an exempted company registered in the United Kingdom (the “company”). Each of you and the company is a “party” and, together, the “parties” to these terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the PayBlok token sale.
If you do not agree to these terms, do not purchase PayBlok from the company. By purchasing PayBlok from the company, you will be bound by these terms and any terms incorporated by reference. If you have any questions regarding these terms, please contact the company at firstname.lastname@example.org. By purchasing PayBlok, and to the extent permitted by law, you are agreeing not to hold any of the company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Prodemic ltd team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of PayBlok, including losses associated with the terms set forth below.
Do not purchase PayBlok if you are not an expert in dealing with cryptographic tokens and blockchain-based software systems. Prior to purchasing PayBlok, you should carefully consider the terms listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following terms are unacceptable to you, you should not purchase PayBlok.
Purchases of PayBlok should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including ethereum tokens, and blockchain based software systems. Buyers should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the company will be available to assist buyers of PayBlok during the sale, the company will not be responsible in any way for loss of btc, eth or PayBlok resulting from actions taken by, or omitted by buyers. If you do not have such experience or expertise, then you should not purchase PayBlok or participate in the sale of PayBlok. Your participation in PayBlok sale is deemed to be your undertaking that you satisfy the requirements mentioned in this paragraph.
The buyer agrees to buy, and the company agrees to sell, the PayBlok tokens in accordance with the following terms:
1. Conditions to PayBlok token sale
When you purchase, or otherwise receive, a PayBlok token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the PayBlok tokens:
- Neither the company nor any of the Prodemic ltd team has provided you with any advice regarding whether PayBlok is a suitable purchase for you;
- You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as bitcoin and ether, as well as blockchain-based software systems generally;
- You are legally permitted to receive and hold and make use of PayBlok in your and any other relevant jurisdiction;
- You will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of PayBlok and allocate PayBlok to you;
- You have not supplied us with information relating to your acquisition of PayBlok or otherwise which is inaccurate or misleading;
- You will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
- You will notify us promptly of any change to the information supplied by you to us;
- You are of a sufficient age (if an individual) to legally obtain PayBlok, and you are not aware of any other legal reason to prevent you from obtaining PayBlok;
- You take sole responsibility for any restrictions and risks associated with receiving and holding PayBlok, including but not limited to these set out in annex a;
- By acquiring PayBlok, you are not making a regulated purchase, as this term may be interpreted by the regulator in your jurisdiction;
- You are not obtaining or using PayBlok for any illegal purpose, and will not use PayBlok for any illegal purpose;
- You waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of PayBlok;
- Your acquisition of PayBlok not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
- To the extent permitted by law and provided we act in good faith, the company makes no warranty whatsoever, either expressed or implied, regarding the future success of PayBlok and/or the ethereum network;
- You accept that PayBlok is created and you obtain PayBlok on an “as is” and “under development” basis. Therefore, provided the company acts in good faith, you accept that the company is providing PayBlok without being able to provide any warranties in relation to PayBlok, including, but not limited to, title, merchantability or fitness for a particular purpose;
- You accept that you bear sole responsibility for determining if (I) the acquisition, the allocation, use or ownership of PayBlok (ii) the potential appreciation or depreciation in the value of PayBlok over time, if any, (iii) the sale and purchase of PayBlok; and/or (iv) any other action or transaction related to PayBlok has tax implications.
2. Overview of PayBlok token sale
PayBlok is required for proper operation and comprehensive utilization of Prodemic ltd (as defined in the white paper (the “White Paper”) provided at https://PayBlok.instasupply.com (the “Website”) as of the date the buyer acquires PayBlok token). After the PayBlok sale, each PayBlok is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to PayBlok are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or PayBlok from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of PayBlok portfolio) and block their acquisition.
The maximum total amount of PayBlok tokens to be issued is 250,000,000. No more PayBlok tokens will be issued after the end of the PayBlok sale, as described in the preceding paragraph. Ownership of PayBlok tokens during the PayBlok token sale carries no rights express or implied. Purchases of PayBlok tokens are non-refundable.
The distribution of the PayBlok tokens is as follows:
- 60% Token sale (150,000,000)
- 13% Blocked for future use (32,500,000)
- 18% Company, Team and Advisors (45,000,000)
- 5% Reserved to incentivize the economy - airdrop (12,500,000)
- 1% Affiliate | Referral Program (2,500,000)
- 3% Bounty Program (7,500,000)
3. PayBlok token price
150,000,000 tokens will be available for purchase during the sale, at a unit price of $0.10 USD per token.
Buyers must have an ethereum wallet that supports the erc-20 token standard in order to receive any PayBlok token purchased from the company.
4. Timing of PayBlok Token Sale
The PayBlok sale begins on 10th July 2018 and will run for 14 calendar days or when the PayBlok sale cap is reached. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
The general public will be able to see the total number of PayBlok tokens currently sold, as well as the distribution of all PayBlok tokens between the participating Ethereum accounts. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold as well as the share of PayBlok tokens allocated to the shareholders of Company. Furthermore, the Ethereum accounts used to store ETH during the PayBlok sale duration will publicly available and their balances will also be made available on the Website.
5. All purchases of PayBlok are final
All purchases of PayBlok are final. Purchases of PayBlok are non-refundable. By purchasing PayBlok, the purchaser acknowledges that neither the company nor any of its affiliates, directors or shareholders are required to provide a refund for any reason.
If the company believes, in its sole discretion, that any individuals or entities owning PayBlok creates material regulatory or other legal risks or adverse effects for the company and/or PayBlok, the company reserves the right to: (a) buy all PayBlok from such PayBlok owners at the then-existing market price and/or (b) sell all cryptocurrency assets of the company.
6. Taxation of PayBlok tokens and Taxation Related to the token sale
The Purchaser bears the sole responsibility to determine if the purchase of PayBlok (with fiat currencies or crypto-currencies) or the potential appreciation or depreciation in the value of PayBlok over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing PayBlok, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of PayBlok.
8. Force Majeure
The Prodemic ltd Team is not liable for failure to perform solely caused by:
- unavoidable casualty,
- delays in delivery of materials,
- government orders,
- acts of civil or military authorities,
- acts by common carriers,
- emergency conditions (including weather conditions),
- security issues arising from the technology used, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
9. Disclaimer of Warranties
Buyers expressly agrees that the purchaser is purchasing PayBlok at the buyer's sole risk and that PayBlok is provided on an "As is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only to the extent prohibited under applicable law with any legally required warranty period to the shorter of thirty days from first use or the minimum period required). Without limiting the foregoing, none of the Prodemic ltd team warrants that the process for purchasing PayBlok will be uninterrupted or error-free.
10. Limitations Waiver of Liability
The purchaser acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to (I) use of, or inability to use, PayBlok or (ii) the Prodemic ltd team under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the Prodemic ltd team shall be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, PayBlok, or arising out of any interaction with the smart contract implemented in relation to PayBlok. The purchaser further specifically acknowledges that the Prodemic ltd team is not liable for the conduct of third parties, including other purchasers of PayBlok, and that the risk of purchasing and using PayBlok rests entirely with the purchaser. To the extent permissible under applicable laws, under no circumstances will any of the Prodemic ltd team be liable to any purchaser for more than the amount the purchaser have paid to the company for the purchase of PayBlok. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in the terms may not apply to a purchaser. In particular, nothing in these terms shall affect the statutory rights of any purchaser or exclude injury arising from any wilful misconduct or fraud of the Prodemic ltd team.
11. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of PayBlok. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of PayBlok and supersede any public statements about the PayBlok token sale made by third parties or by the Prodemic ltd Team or individuals associated with any of the Prodemic ltd Team, past and present and during the PayBlok token sale.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
13. No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the PRODEMIC LTD Team shall be deemed a modification of these Terms nor be legally binding.
14. Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing PayBlok. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
15. Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Prodemic Ltd Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of PayBlok; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. 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.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold PayBlok purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only the English versions of any Prodemic ltd's communications are considered official. The English version shall prevail in case of differences in translation.
19. Governing Law
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will 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 an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, 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.
Annex A - PayBlok risks
By purchasing, owning, and using PayBlok, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to PayBlok Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of PayBlok stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing PayBlok will result in loss of such PayBlok. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your PayBlok. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store PayBlok in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your PayBlok. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving PayBlok, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
2. Risks Associated with the Ethereum Protocol
Because PayBlok and the Prodemic Ltd platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or PayBlok. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the PayBlok and the platform, including the utility of the PayBlok for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, PayBlok are susceptible to attacks by miners in the course of validating PayBlok transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and PayBlok, including, but not limited to, accurate execution and recording of transactions involving PayBlok.
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or PayBlok 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 the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and PayBlok, including the utility of PayBlok for obtaining services.
5. Risks Associated with Markets for PayBlok
If secondary trading of Tokens 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 PayBlok (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, PayBlok are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of PayBlok and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Prodemic Ltd platform and PayBlok. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and PayBlok. Regulatory actions could negatively impact the platform and PayBlok in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of PayBlok constitutes unlawful activity or that PayBlok are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company 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.
8. Risks Arising from Taxation
The tax characterization of PayBlok is uncertain. You must seek your own tax advice in connection with purchasing PayBlok, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of Competing platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Prodemic Ltd services.
10. Risks Arising from Lack of Governance Rights
Because PayBlok confer no governance rights of any kind with respect to the Prodemic Ltd platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any PayBlok you own, including their utility for obtaining services.
11. Unanticipated Risks
Cryptographic tokens such as PayBlok are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of PayBlok, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.
For further information regarding the PayBlok sale, please contact email@example.com.