TOKEN SALE TERMS & CONDITION
BASE REWARD TOKEN SALE TERMS & CONDITION
Last revised: 30.07.2020
These Token Sale Terms & Conditions summarise the principal terms proposed by Base Reward intl, based in Cameroon, registered number: , “The Seller”. These Terms and Conditions are for the sale of blockchain tokens which are issued and then transferred to You “The Buyer”.
Please read this agreement carefully before purchasing “Base Reward Tokens” (also called BRT Tokens), as it sets out and explains Your legal rights and obligations including waivers of rights, and limitation of liabilities. By utilizing the Services which are offered by the website https://www.basereward.com/ you acknowledge and agree you have read this document and that You agree to be bound by it.
By Purchasing “BRT Tokens” prior to the launch of the project described in the whitepaper and its resources from the Seller, you are bound by this Agreement and the purchase of the “BRT Tokens” is subject to it.
Only after that, the Token sale has been completed, the Buyer of these tokens will have access to the tokens.
Please visit https://www.basereward.online/ and read the white paper for yourself. The website and the whitepaper provide an indication on what the platform will provide.
Administrator - Token Generator and/or any third-party service provider contracted by the Token Generator in connection with the Token Sale Agreement - this Agreement exclusively and no other AML - Anti Money Laundering Beneficial Owner - a natural person who takes any advantage of or control over another person or in respect of an organization is the natural person who legally owns or controls the organization directly or indirectly by whatever means Contributor - the purchaser of the BRT Tokens Prohibited Person - a person who is not eligible to purchase Tokens under this Agreement Registered Buyer - those Buyers who have purchased Tokens and the purchase has been registered by the Seller, ‘You’ ‘Your’ or ‘Yours’ Schedule - Any Schedule referred to or annexed to this Agreement and is an integral part of it Seller - Base Foundation, ‘Us’, ‘We’ or ‘Ours’ base reward ecosystem - the ecosystem which enables the use of the purchased Tokens and allows the holders of the Tokens to use the supplied Services.
Base Reward Tokens - blockchain tokens, credits, that facilitate or provide advantages and discounts on the Services offered by the Base Reward Ecosystem, ‘BRT Tokens’ Services - means the services provided by Base Foundation and https://www.basereward.com/ Terms and conditions - the Terms and conditions contained in this document Token - the Token, which is sold by the company, that grants the rights to use the Platform in accordance with the conditions set by the White Paper. Token Generator - Base Reward Token Sale Period - the time period during which the Tokens are available for sale. Website - https://www.basereward.com/ White paper - the description of the project and of the ecosystem of the Base Reward Token, which may be modified and changed from time to time.
RECITALS WHEREAS, The seller should develop the “Base reward ecosystem ” - a decentralized online services marketplace, implemented as a blockchain-based platform that assists people in finding solutions to daily challenges online in Africa and the world and growing a professional network, in finding providers of products and services.
WHEREAS, the Base Reward Tokens are not investment tools and therefore this Token Sale Agreement shall not be considered as or represent any kind of offer to purchase and/or the sale of any financial security or security tool or any kind of investment option.
WHEREAS, The Seller will issue its Tokens called ‘BASE REWARD’ Tokens or BRT Tokens, which will be standard ERC20 tokens within the platform.
WHEREAS, The Buyer wants to purchase the BRT Tokens and acknowledges and agrees to abide by the Terms and conditions herein
NOW THEREFORE, in mutual consideration of the covenants and Agreements contained herein: -
INTERPRETATION Unless the context of this Agreement otherwise requires:
- Words of any gender include all other genders; - Words using the singular or plural also include the plural or singular respectively; - The terms “hereof”, “hereby”, “hereto” and derivatives of similar words refer to this entire document; - The word “including” shall mean “including without limitation”.
1.1. The Buyer acknowledges and agrees that the BRT Tokens will be used as utility tokens, as a digital means to use the Services provided by the Seller, and that they only provide the Buyer with certain limited rights as explicitly defined herein.
1.2. The Tokens are intended for the use of paying for some of the Services provided by the Seller and recieving of a non fixed amount of reward monthly when sch options become avalable.
1.4. The Buyer, upon purchasing BRT Tokens, acknowledges and agrees that they will not have any rights in, shares, security, ownership or any such other rights or any future rights to receive them, nor any Intellectual Property Rights in Base Foundation nor any of its affiliates.
1.5. Through the Token, you will have access to the Services at a discounted price.
2. THE TOKENS
2.1. The Tokens are not intended to be any form of 2.1.1. security; or 2.1.2. commodity; or 2.1.3. any form of financial instrument; or 2.1.4. investment; or 2.1.5. speculative or financial purpose.
3.1. In purchasing the Base Reward Tokens, the Buyer acknowledges and agrees that he fully understands that most Services are still in the development stage and are not yet available. 3.2. The Buyer acknowledges and agrees that he fully understands that the services supplied for the use of the Tokens form no part of this Agreement and are still in the development stage.
3.3. The Buyer acknowledges and agrees that the development of the applications and software for the use of the website may give rise to changes in the Services supplied in exchange for the Tokens.
4. OFFER AND SALE
4.1. The Seller offers for sale to the Buyer, Tokens in accordance with the Terms and Conditions of this document.
4.2. The Buyer agrees to purchase Tokens offered for sale from the Seller in accordance with the Terms and Conditions of this document.
4.3. The Buyer will, during the Token Sale Period, transfer to the Seller the agreed amount for the number of Tokens purchased; 4.3.1. The Seller, during this Token Sale period will register the purchase of the tokens, the number of tokens purchased and the full details of the Buyer. 4.3.2. The Seller will send updates and information to Registered Buyers in respect of the development and launch of the Site and Services as described in this document.
4.4. The number of available Tokens is entirely the preserve of the Token Generator.
4.5. The Token Sale period will be announced by the Seller through the Website. The Token Sale period may be subject to change at the sole discretion of the Seller.
4.6. The Seller may terminate the Token Sale earlier at any time for any reason at its sole discretion. Depending on the outcome of the Token Sale, the Seller may decide at its sole discretion to start the project, if the collected funds can be considered enough.
5. OFFER PRICE
5.1. Unless otherwise agreed with the Seller, the offer price will be 0.01$ / BRT during the private/presale and 0.03$ / BRT during the public sale. The price may be subject to change at the sole discretion of the Seller.
5.2. The Seller does not give any guarantee that the Offer Price will remain static and it may change from time to time.
5.3. The Offer price will be set in Dollars. However, Buyers may pay in any currency or cryptocurrency that is allowed on the Website during the Token Sale Period. The exchange rate will be determined from time to time, according to the current market price provided by our wallet provider Coinpayments Inc.
5.4. For the avoidance of doubt, the purchase price is per Token, multiplied by the number of tokens purchased.
5.5. In some circumstances, a small administration fee may be charged.
6. TOKEN PURCHASE PROCEDURE AND DELIVERY
6.1. The Seller reserves the right to amend and modify this Token Sale Procedure at any time.
6.2. The Buyer should register their interest in the purchase of Tokens. This will be done through the website which will require the Buyer to open an account.
6.4. Full instructions and procedures, upon registering and opening an account, will be provided in respect of the purchase and payment of the Tokens.
6.5. Authorized payment methods: 6.5.1. Ethereum (ETH); 6.5.2. Bitcoin (BTC); 6.5.3. TETHER (USDT); 6.5.4. Litecoin (LTC); 6.5.5. Bank transfer, MOBILE MONEY after a prior direct contact with the Seller.
6.6. Payment will not be deemed received until such a time as the entire purchase price, in whichever currency and converted into Euro, has been paid in full. Any foreign exchange charges are the sole responsibility of the Buyer and no deduction must be made against the purchase price.
6.7. Failure to follow the instructions and procedures provided or payment by any other means than authorized are not accepted by the Seller.
6.8. The Buyer acknowledges and agrees that upon completion of the purchase of Tokens, to the fullest extent applicable under law, no refunds and/or cancellations are permitted unless agreed in writing by the Seller.
6.9. The Buyer acknowledges and agrees that he will accept the amount of Tokens allotted by the Seller if the requested amount of Tokens is not available
6.10. In the event that the purchase of Tokens is not completed or fails for merely technical reasons, the Seller agrees to return to the Buyer any amount paid, less any reasonable transaction costs, (e.g. bank transaction costs) to the originating source only. This clause applies if the transaction is not subsequently completed.
6.11. The Seller reserves the right to refuse on any or no grounds, any Token request application, at its absolute discretion: 6.11.1. if the Buyer fails to complete any of the requested details in the application; 6.11.2. if, to the complete satisfaction of the Seller, the Buyers identity cannot be verified; 6.11.3. if any regulatory changes become adverse to the issuing of the Tokens and/or continuance of the Services; 6.11.4. the Buyer fails to give accurate or gives false information on the application; 6.11.5. if the Buyer is a Prohibited Person.
6.12. The Seller may determine, at its sole discretion, that it is necessary to obtain certain information about the Buyer in order to comply with applicable laws or regulations in connection with selling Tokens to the Buyer. The Buyer agrees to provide the Seller with such information promptly upon request. The Buyer acknowledges that the Seller may refuse to sell Tokens to the Buyer until the Buyer provides such requested information and has determined that it is permissible to complete the Purchase.
6.13. Upon completion of the Purchase of the Tokens, the Seller will allow the Buyer to withdraw the allotted tokens, this subject to clauses 6.8, 6.10 and 6.12, to the Buyer’s Wallet, within thirty days (30) after the end of the Token Sale. The Seller reserves the right, at its sole discretion, to extend the time of delivery for technical, cybersecurity, or data protection issues it reasonably believes may affect the delivery time.
6.14. For the avoidance of doubt, any extension of the delivery time of the tokens shall not affect the obligation of the Seller to make delivery to the Buyer and of the purchased Tokens.
6.15. The Tokens are non-refundable under any circumstances and no future value of the tokens is given by the Seller.
7.1. Provided the terms of clause 6.13, the Seller will deliver the Tokens in an ERC-20 compatible wallet provided by the Buyer through his user account.
7.2. The Buyer must keep the wallet and its security protocols safe and not share them with any other person.
8. ANTI MONEY LAUNDERING (AML) POLICY
8.1. Money Laundering is the process of which proceeds of crime or terrorism are changed to give the appearance that such funds come from legitimate sources.
8.2. Money laundering activities may come in many forms, from a simple single act to sophisticated and complex multiple schemes. Such money passing from person to person or through company to company being handled by multiple methods through multiple property to disguise its source.
8.3. The Legal definition of Money-laundering (as under The Proceeds of Crime Act 2002) is the: (a) Concealing, disguising, converting, transferring or removing criminal property from the Country of origin, i.e. the UK; (b) Becoming involved in an arrangement in which an individual knows, suspects or facilitates the acquisition, retention, use or control of criminal property by or on behalf of another person; (c) acquiring, using or possessing criminal property; (d) doing a thing that may prejudice an investigation an example being, the falsification of documents; (e) where there is reasonable suspicion that any of the above (8(a) - (d)), could or may have been committed and failing to disclose this information to the appropriate authorities such as law enforcement. (f) Informing any person who is suspected of being involved in any of the activities described in 8(a) - (d) or any other form of money laundering activities such that any investigation into them may be prejudiced.
8.4. The Terrorism Act 2000*, The Proceeds of Crime Act 2002**, and The Money Laundering, Terrorist Financing and Transfer of Funds (Information on payer) regulations 2017***, place legal obligations on all companies in respect of any suspected acts of money laundering.
8.5. Whilst some companies may not be covered by the requirements of the Money Laundering Regulations 2019, guidance from finance and legal professions indicate that voluntary compliance and the putting in place appropriate and proportional anti-money laundering safeguards and reporting arrangements would be welcomed.
8.6. This is a limited part of the full Company AML policy, which may be provided upon request, if required.
* As amended by the Anti-terrorism, Crime and Security Act 2001, the Terrorism Act 2006, and the Terrorism Act 2000 and proceeds of Crime Act 2002 (Amendment) Regulations 2007. ** As amended by the Crime and Courts Act 2013 and the Serious Crime Act 2015. *** The Money Laundering Terrorism Financing and Transfer of Funds (Information of Payer) Regulations 2007.
9. ANTI MONEY LAUNDERING VERIFICATION 9.1. The Token Generator and Administrator will: 9.1.1. require verification of the identity of the Token Buyer through our AML verifier; 9.1.2. require, in some situations (examples include, but are not limited to, large transactions, high-risk transactions or inconsistencies according to our records), additional information (examples include, but are not limited to, proof of source of funds); 9.1.3. If the verification evidence supplied does not meet with AML requirements, Token Generator or the Administrator will not allow the participation to the sale and will return possible obtained funds, without interest, to the originating source at the Buyer’s expense;
9.1.4. The Token Buyer acknowledges and agrees to release the Token Generator and Administrator from all and any claims for loss that it may suffer as a result of this action and hereby waives such claims. 9.1.5. The Buyer hereby declares that will indemnify the Token Generator and the Administrator and each of them, against all and any losses that the Token Generator or the Administrator could suffer from or in connection with a failure to process the purchase of the Tokens.
9.2. The Buyer acknowledges and agrees that he is aware of the AML reporting requirements and that any report will not be treated as or considered a breach of privacy but as a legal obligation on behalf of the Token Generator or Administrator.
9.3. The Buyer confirms that he is not a prohibited person (see clause 10).
9.4. If the Buyer has any Beneficial Owners, he confirms that he has undertaken all reasonable due diligence and that the Beneficial Owner is not a Prohibited Person.
9.5. Under AML law and regulation, the Token Generator and/or the Administrator has an obligation to report any applicant whom he has reason to believe may be in breach of AML, which would include reporting the matter to the appropriate Authority and divulging the applicant's name and details.
10. PROHIBITED PERSONS 10.1. Persons from the following countries will be ineligible to purchase tokens under this Token Sale Agreement: Afghanistan, Albania, Belarus, Bosnia & Herzegovina, Burundi, Central African Republic, Côte d’Ivoire, Cuba, Democratic Republic of Congo, Ethiopia, Guinea, Guinea-Bissau, Guyana, Iran, Iraq, Lao PDR, Lebanon, Liberia, Libya, Mainland China, Myanmar (Burma), North Korea, North Macedonia, Serbia, Somalia, South Sudan, Sri Lanka, Syria, Thailand, Trinidad and Tobago, Tunisia, Uganda, Ukraine, United States of America (USA), United States Minor Outlying Islands, Vanuatu, Venezuela, Yemen, and Zimbabwe.
10.2. The Token Generator and/or the Administrator will undertake verification of nationality and other identifiers (see clauses 6.3, 9.1.1, 9.1.2 and 9.1.3).
10.3. Persons under the age of 18 will be ineligible to purchase tokens under this Token Sale Agreement.
10.4. Politically Exposed Persons (PEP) will be ineligible to purchase tokens under this Token Sale Agreement.
11. ACKNOWLEDGEMENT OF RISK
11.1. You represent and warrant that You fully understand and have significant experience of cryptocurrencies, digital assets, blockchain systems and services, and You fully understand the risks associated with the trading of cryptocurrencies and digital assets as well as the mechanics related to the use of such cryptocurrencies and digital assets (including with respect to their storage and exchange).
11.2. You acknowledge that trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics.
11.3. You represent and warrant that You are not entering into transactions that are above Your financial abilities. Also, cryptocurrencies and digital assets are not suitable for people without the relevant knowledge and/or experience. You further represent and guarantee that You are aware of the risks related to cryptocurrencies and digital assets, for which You are solely responsible and liable.
11.4. The Buyer acknowledges and agrees that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of services of the Company. By purchasing Tokens, the Buyer expressly acknowledges and assumes these risks.
11.5. The Buyer acknowledges and agrees that he understands that he may lose some of or all his contribution in this Token sale.
11.6. The Buyer acknowledges and agrees that he has sufficient understanding and knowledge of the technical and business matters (including those being developed by the Seller, cryptocurrency storage systems, e.g., wallets) to understand this Token Sale Agreement and to appreciate the risks and implications of purchasing Tokens.
12. REPRESENTATION, WARRANTIES AND COVENANTS
12.1. The purchase of these Tokens does not give the Buyer any rights in the form of equity or debt interest in Sensitrust Ltd or any affiliated or controlled Company. The Buyers rights are strictly limited to those set out under these Terms.
12.2. In purchasing these Tokens, the Buyer is subject to and bound by these Terms, as may be amended from time to time.
12.3. Nothing in this Token Sale Agreement represents or warrants any form of performance of the purchased Tokens. They are strictly for the use described in this Agreement.
13. LIMITATION OF LIABILITY
13.1. To the maximum extent permitted by law and any regulatory provisions to which We are subject to, You acknowledge and agree that the entire risk arising out Your participation in and purchasing of the Tokens is entirely Yours and remains with You at all times, before, during and after such risk may apply.
computer damage or system failure or the cost of substitute products or services, or for any damages whatsoever of a personal nature, including bodily injury, emotional distress arising out of or in connection with these Token Purchase Terms whether or not they are based on warranty, contract, tort, this to include negligence, product liability or any other such thing, whether or not We have been informed of such matters and the possibility of any such damages or alike, this also, even if a limited remedy set forth and contained in these Terms has failed or could fail, because of essential purpose.
13.3. Our aggregate liability for any circumstance or event arising out of or in connection with these Terms will be limited to, and will in no event exceed, the amount You have paid in the twelve (12) month period prior to the event or circumstance that generated Our liability or one hundred pounds (£100), whichever is the lowest amount.
13.4. In respect of clause 13.3 and the sums detailed, if no such payments have been made, as applicable, the limitations of damages set forth in clause 13.3 are fundamental elements of the basis of the bargain between Us and You.
13.5. The Buyer should always ensure the security of any password, account number issued, or any other type of secret code.
13.6. The Buyer must not share his password, account number and secret codes with any other person.
13.7. The Seller will not be liable, under any circumstances, for any loss or damage incurred by the Buyer in respect of any breach of security in respect of his password, account number and secret codes.
13.8. If the Buyer suspects or knows of any breach of security of his password, account number, or secret codes he must report it to the Seller immediately.
14. DISPUTE RESOLUTION
14.1. You and Us agree and acknowledge that any dispute, claim or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the Purchase of Tokens (collectively, “Disputes”) shall be submitted to arbitration and will be settled by binding arbitration.
14.2. If the Parties do not agree upon an arbitrator, either party may request a nomination from the chair of the Arbitration.
14.3. You and Us agree and acknowledge that should any dispute arise that an appointment of an officer from The Centre for Effective Dispute Resolution (CEDR) will be made and his/her recommendations will be adopted.
14.4. You and Us agree and acknowledge that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
14.5. You acknowledge and agree that You and Us are each waiving the right to a trial by jury or to participate as a plaintiff or class expert in any purported class action or representative proceeding.
14.6. It is agreed and acknowledged unless both You and Us otherwise agree in writing, that the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding.
14.7. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void.
14.8. Except as provided in clause 14.4, this “Dispute Resolution” section will survive
15. CHANGES TO THIS AGREEMENT
15.1. These Terms may be revised or updated from time to time. Accordingly, you should check the Terms for updates. You can determine when the Terms were last revised by referring to the “Last Revised” legend at the top of this document. 15.2. Each time you access the Site, or upon the purchase of any Tokens You signify Your acceptance of the then-current Terms. 15.3. Any material changes in these Terms take effect upon posting and apply only to your use of the Site and the terms of the Purchase of any Tokens or information collected from you on and after Last Revised date, unless we have other communications with you. 15.4. We may make changes to the Website or the Terms and Conditions of the Token Sale at any time. 15.5. You understand and agree that We may discontinue or restrict Your use of the Site at any time for any reason or no reason with or without notice and without reference to You and there is no right of appeal. 15.6. It is Your responsibility to collaborate with Us whilst we ensure that Your personal data held on this Site is always up to date.
16. INDEMNIFICATION 16.1. You agree to release, indemnify, and hold Us and Our contractors, sub-contractor, affiliates and subsidiaries and agents and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: 16.1.1. Your violation of any of these Terms; 16.1.2. Any account creation We shall have the right to control and agree or otherwise all defend and settle all actions.
17. DISCLAIMERS 17.1. If You choose to purchase Our Tokens, You do so entirely at Your own risk.
17.2. You acknowledge and agree that We do not have any obligations, whatsoever, or under any circumstances, to conduct any checks, including but not exclusively, background checks, on any Buyer.
17.3. We may, entirely at Our sole discretion, make such background checks but You agree and acknowledge that the Token Sale Offer is provided on an “as is” basis.
17.4. The Token Sale is provided without any warranty of any kind, either expressly or implied and without any limitation.
17.5. We expressly and explicitly disclaim any warranty of merchantability, fitness for any particular purpose, quiet enjoyment or non-infringement or any other such similar matter any warranties arising in the course of dealing or usage of trade.
17.6. We make no warranty that the Token Sale, including but not restricted to, any information provided via any communication will meet Your requirements or will be available or made available in an uninterrupted, secure or error-free basis.
17.7. We make no warranty in respect of the quality of any content, truthfulness, completeness or reliability of any content obtained through the Website
17.8. No advice or information, whether either oral or in writing, obtained from Us or Our website will create any warranty expressly or otherwise, herein.
18. PROVISIONS 18.1. Any reference to statute, enactment, order or regulation or other similar instrument made in this Agreement, shall be construed as a reference or instrument as it is force for the time being taking into account any amendment, extension, application, consolidation or re-enactment and includes all and any subordinate legislations for the time being in-force.
18.2. In the event that one or more of these Terms or any part thereof being or becoming invalid, illegal or unenforceable in any respect, it shall to the extent of such invalidity, illegality or unenforceability be deemed to be severed and removed and all remaining terms shall remain in full force and effect.
18.3. This Agreement constitutes the entire Agreement (this to include any other provisions referred within this Agreement) and supersedes any and all previous agreements.
19. GENERAL TERMS 19.1. Any notice shall be in writing addressed to the other Party at its registered Office or principal place or business or other such address as may, from time to time have been notified for this particular purpose. Notice shall be deemed to have been received: (a) If sent by prepaid first-class post, three (3) days (excluding any Non-Working Day) after posting, this not to include the day of posting. (b) If delivered by hand and given into the hand of a responsible person who signs for receipt. (c) if sent by Facsimile, but prior to 4 pm, on the day or the next day. This to include a confirmation of transmission to be valid. (d) If sent by email, delivery is deemed at the time an express non-automated acknowledgment is received from the intended recipient.
19.2. Force Majeure; the Company shall not bear any liability for any failure or delay in the performance of its obligations under this Contract if such delay or failure to perform is due to any Force Majeure, for the purpose of this Contract Force Majeure shall be defined as any act, omissions, cause or circumstance beyond the reasonable control of the Company, this to include without any limitations: Acts of God, War, National Emergency, protests or rebellion, civil commotion, riots or strikes and any form of industrial dispute (whether or not involving either parties work force), earthquake, flood, drought, epidemic, fire, explosion, act of terrorism, or any other act ordered by any government, council or constituted body.
19.3. Any waiver of any breach of this Agreement by the Seller, or any default, under any provision of the Agreement by the Buyer shall only be valid if agreed in writing. Any further or subsequent breach or default by the Buyer whether similar or otherwise shall in no way affect the Terms of the Agreement. Similarly, any failure in delay, by either Party to this Agreement, to insist upon strict performance of any of the provisions of the Agreement shall not be construed as a waiver of any of its rights, under these Agreement terms.
20. LAW AND JURISDICTION
20.1. These Terms shall be governed and construed in accordance with the laws of Cameroon. 20.2. You acknowledge and agree that, in respect of any action arising from or in connection with this Agreement You will submit to the exclusive jurisdiction of the Courts of Cameroon.