IMPORTANT NOTICE: PLEASE READ THESE TERMS OF EPIK TOKEN SALE CAREFULLY. NOTE THAT THIS AGREEMENT CONTAINS PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT ARTICLE 14 CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. WE RECOMMEND YOU CONSULT A LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR FOR FURTHER GUIDANCE PRIOR TO PARTICIPATING IN THE EPIK TOKEN SALE.
IT IS MANDATORY FOR YOU TO ACCEPT THESE TERMS IN ORDER TO PARTICIPATE IN THE EPIK TOKEN SALE. BY REGISTERING ON EPIK TOKEN SALE WHITELIST AND\OR BY MAKING A CONTRIBUTION TO JOINT CHAIN LTD. FOR THE PURCHASE OF EPIK TOKENS DURING THE TOKEN SALE YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT REGISTER ON THE WHITE LIST AND DO NOT PURCHASE EPIK TOKENS. WE DO NOT RECOMMEND PURCHASING EPIK TOKEN FOR SPECULATIVE OR INVESTMENT PURPOSES.
Your (the “User(s)”, “you”, “Purchaser(s)”) purchase of EPIK token (as defined below) during the EPIK token Sale (as defined below) from JOINT CHAIN LTD., organized and existing under the laws of Malaysia (“Joint Chain”, “we”, “our”, the “Company”), being the issuer and seller of EPIK tokens, is subject to these Terms of EPIK token Sale (“Terms”). The Company is a wholly-owned subsidiary of BLMP PTE. LTD. a Singapore Corporation (201817204W) (“BLMP”). Each of you and Joint Chain may be referred to herein as the “Party”, and together as “Parties”. If you have any questions as to these Terms, please contact us at: email@example.com.
1.1 BLMP Platform (the “BLMP Platform”) is a decentralized protocol system using cryptographic tokens (“EPIK” tokens), which have certain functionalities inside the BLMP Platform. BLMP Platform is aimed at providing smart contract and blockchain based solutions for the tokenizing, distributing, and auditing of digital assets For a more detailed description of BLMP Platform please refer to our website at https://epiktoken.io (the “Website”) and our whitepaper at https://www.epiktoken.io/assets/pdf/BLMP_whitepaper.pdf. Please note that the information contained on the Website and in the whitepaper is of descriptive nature only, is not binding and does not form a part of these Terms.
1.2 The EPIK token (the “EPIK token”) is a digital product that is an ERC20 compatible cryptographic token generated by Joint Chain and designed for BLMP Platform. The EPIK token is intended to be a cryptographically secured representation of Purchaser’s rights to receive certain services through the BLMP Platform. Description of the EPIK token and its functionality is attached as the Exhibit A hereto.
1.3 You acknowledge, understand and agree that the ownership of EPIK tokens does not grant the right to receive any profits, income, payments, returns, dividends from Joint Chain, BLMP Platform or BLMP group of companies. EPIK tokens are not intended to be a digital currency, security, commodity, bond, debt instrument or any kind of financial instrument or investment carrying equivalent rights, nor are EPIK tokens intended to represent any form of money or legal tender in any jurisdiction, nor any representation of money (including electronic money). Accordingly, any protections offered by the applicable law in relation to the purchase, holding and/or sale of the instruments and/or investments referred to in this clause shall not apply to any contribution made under these Terms for the purchase of tokens or to your holding or sale of tokens.
CANADA, KUWAIT, NORTH KOREA, NEW ZEALAND, SINGAPORE, MALAYSIA, CUBA, IRAN, SYRIA, CRIMEA REGION (UKRAINE) AND PEOPLE REPUBLIC OF CHINA (EXCEPT FOR HONG KONG, TAIWAN AND MACAU) CITIZENS AND RESIDENTS, AND U.S. PERSONS (DEFINED BELOW) ARE STRICTLY PROHIBITED FROM PARTICIPATING IN THE EPIK TOKEN SALE DUE TO VARIOUS TAXATION AND REGULATORY ISSUES, AND MAY NOT PURCHASE EPIK TOKENS NEITHER DURING THE TOKEN SALE, NOR ON THE SECONDARY MARKET, UNLESS WE EXPRESSLY DIRECT OTHERWISE.
AS USED HEREIN, “U.S. PERSON” INCLUDES ANY NATURAL PERSON RESIDENT IN THE UNITED STATES, ANY PARTNERSHIP OR CORPORATION ORGANIZED OR INCORPORATED UNDER THE LAWS OF THE UNITED STATES, ANY ESTATE OF WHICH ANY EXECUTOR OR ADMINISTRATOR IS A U.S. PERSON, ANY TRUST OF WHICH ANY TRUSTEE IS A U.S. PERSON, ANY AGENCY OR BRANCH OF A FOREIGN ENTITY LOCATED IN THE UNITED STATES, ANY NON-DISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE OR TRUST) HELD BY A DEALER OR OTHER FIDUCIARY FOR THE BENEFIT OR ACCOUNT OF A U.S. PERSON, ANY DISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE OR TRUST) HELD BY A DEALER OR OTHER FIDUCIARY ORGANIZED, INCORPORATED, OR (IF AN INDIVIDUAL) RESIDENT IN THE UNITED STATES AND ANY PARTNERSHIP OR CORPORATION IF: (A) ORGANIZED OR INCORPORATED UNDER THE LAWS OF ANY FOREIGN JURISDICTION, AND (B) FORMED BY A U.S. PERSON PRINCIPALLY FOR THE PURPOSE OF INVESTING IN SECURITIES NOT REGISTERED UNDER THE ACT.
2.1 In order to be eligible to participate in the Token Sale (as defined below) you must be at least 18 years old (in case of individuals) or older, if the country of your residence determines a higher age restriction, and have your own Ethereum wallet that supports the ERC-20 token standard in order to receive EPIK tokens you purchase from us (the “Token Receipt Address”). We reserve the right to prescribe additional guidance regarding specific wallet requirements.
2.2 EPIK tokens shall be sold to the pre-approved list of Purchasers (the “Whitelist”), therefore, in order to be eligible to participate in the Token Sale you will have to undergo the Company’s whitelisting process (the “Whitelisting Process”). For this purpose, on our Website you will be prompted to provide your full name (the name of an entity you represent, if applicable), your address and country of residence, e-mail address, your Token Receipt Address and the amount in ETH that you are planning to contribute during the Token Sale. You will be also asked to provide a scan copy of a document that identifies you and, if deemed appropriate by the Company, a proof of address. Once the abovementioned information and documents are submitted, we will process them and send a confirmation to your e-mail address, you will need to verify your e-mail address by following a unique link contained in our letter. We will inform you of the successful completion of the Whitelisting Process.
2.3 Some or all of Purchasers may be further required to provide additional information, data or documents under our AML/CTF and customer due diligence procedures (the “AML procedures”). In case we, in our sole discretion, determine that you need to undergo our AML procedures, we shall inform you of such decision and provide further instructions.
2.4 Your participation in the Token Sale shall always be subject to passing our Whitelisting Process and AML procedures. This means that you shall not be able to participate in the Token Sale and purchase EPIK tokens in case you refuse or fail to pass the Whitelisting Process and/or AML procedures, if applicable.
3.1 General Terms of the Token Sale.
(a) The Soft Cap and Hard Cap. There will be no minimal aggregate cap for the Token Sale (the “Soft Cap”) and the maximum cap is 38,000 ETH of subscriptions (the “Hard Cap”).
(b) The Terms of the Token Sale. The Company shall be selling EPIK tokens in accordance with these Terms and such sale (the “Token Sale”) shall commence at such time as informed on the Website, and shall end (the “End of the Token Sale”) on satisfaction of one of the following conditions (whichever is the earlier):
(c) The Exchange Rate. The Exchange Rate of other digital currencies to ETH for the purposes of the Token Sale shall be determined by the Company in its sole discretion, and is expected to be converted in real-time using Shape Shift or any other such similar type of exchange method to be determined by the Company (the “Exchange Rate”). The quoted amount of your contribution, therefore, shall be equal to your Purchase Amount in ETH (e.g. 1.0 ETH) multiplied by the Exchange Rate. The Company reserves the right to apply different Exchange Rates determined in its sole discretion to (i) contributions received during the Pre-Sale and (ii) in case the Company enters into individual token purchase agreements – to contributions received under such agreements.
(d) The Amount of EPIK tokens. The aggregate amount of EPIK tokens to be generated, the amount of EPIK tokens available in the Token Sale and the quantity of Whitelisted Purchasers shall be determined by the Company in its sole discretion before the commencement of the Token Sale based on its materials, exchange rates and other circumstances related to the Token Sale.
3.2 The Purchase Price and Payments. The price of 1 EPIK token is 0.000384615385 ETH (the “Purchase Price”). You can only make contributions in the digital currencies presented in the purchasing console during the Token Sale, which will then be converted to ETH based on the Exchange Rate. There is a minimum purchase requirement for participation in the Token Sale, and we reserve the right to ignore that part of your contribution which is less than 0.25 of ETH. No rounding shall be made.
Purchase Procedure. During the Tokes Sale you will be able to purchase EPIK tokens within the limits stated during the Whitelisting Process and at the price specified above. In order to provide each of the Whitelisted Purchasers with an actual possibility of purchasing EPIK tokens, the amount of contribution for each Purchaser (the “Purchase Amount”) may be limited, with such limitations stated during the Whitelisting Process.
3.3 Joint Chain’s Smart Contract. Joint Chain shall deploy a smart contract system (the "Joint Chain’s smart contract”) on the Ethereum blockchain for the purposes of creating its own tokens, EPIK tokens, and issuing such EPIK tokens to the Purchasers’ Token Receipt Addresses. The address of Joint Chain’s smart contract shall be provided to you during the Purchase Process.
3.4 Payment of Purchase Amount. You must transfer the Purchase Amount in ETH to the address of Joint Chain’s smart contract. Make sure to use this exact address for sending ETH during the Token Sale. The Purchase Amount must be received by us before the End of the Token Sale. If we have not received the Purchase Amount in accordance with these Terms before the End of the Token Sale, we reserve the right to void your purchase and refuse to accept your payment of the Purchase Amount. We reserve the right, in our sole discretion, to modify any of the timelines described herein to account for network congestion or other technical challenges. Your purchase is not guaranteed until we receive your Purchase Amount in full.
3.5 Delivery of EPIK tokens. We shall deliver the amount of EPIK tokens you purchase to your Token Receipt Address within 30 days after the End of the Token Sale, subject to ordinary Ethereum blockchain waiting periods and subject to the risks specified in these Terms.
3.6 Suspension and Abortion of the Token Sale. At any time during the Token Sale and at its sole discretion, the Company may by notice on the Website, temporarily or permanently suspend the Token Sale for security or technical issues or legal reasons and such suspension shall take effect from the moment of publication of such notice until the same is updated or removed from the Website (the “Suspension Period”). At any time before the End of the Token Sale the Company may permanently abort the Token Sale for security or technical issues or legal reasons and such abortion shall be deemed to commence from the moment when we publish a notice to that effect on the Website. You agree not to send Purchase Amounts during such Suspension Period and after the abortion of the Token Sale, and accept the risk that any contributions sent during such period may be lost in its entirety. Company is not responsible or liable for returning or refunding any losses incurred by you due to sending a contribution during a Suspension Period or after the abortion of the Token Sale.
3.7 Change in the Token Sale Dates. We reserve the right, in our sole discretion, to change the date and/or time when the Token Sale starts and further reserve the right in our sole discretion, to extend the duration of the Token Sale for indefinite periods of time (the “Extension Period”), for any reason, including the unavailability of the Website or other unforeseen security or procedural issues. During the Extension Period, we reserve the right to implement and/or change the Terms of EPIK token Sale.
3.8 Failure to Follow the Procedures. Failure to follow the procedures set forth in these Terms and otherwise in connection with the Token Sale may result in Purchaser not receiving any EPIK tokens. During the Token Sale, receipt or purchase of EPIK tokens through any other means other than through the Website are not sanctioned or agreed to in any way by Joint Chain.
3.9 Restriction on Transfers. EPIK tokens purchased by you during the Token Sale shall not be transferable (shall be locked) until the End of the Token Sale.
3.10 The Application of Contributions. The application of your contribution shall be determined by us acting in our sole and absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contribution is used. On the receipt of your contribution, such contribution shall immediately become the sole and exclusive property of the Company.
4.1 Acknowledgement of risks. By purchasing EPIK tokens you expressly acknowledge and agree that there are risks associated with purchasing, owning, and using EPIK tokens for the provision or receipt of services through the BLMP platform, as disclosed and explained in Exhibit B. BY PURCHASING EPIK TOKENS YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS, INCLUDING THAT EPIK TOKENS MAY HAVE NO VALUE.
4.2 Not an Offering of Securities. Purchaser acknowledges and agrees that the sale of EPIK tokens and the tokens themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. These Terms and all other documents referred to herein do not constitute a prospectus or offering document and are not an offer to sell nor the solicitation of an offer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.
4.3 Not an Investment. Purchaser should not participate in the Token Sale or Purchase EPIK tokens for investment purposes. The Purchase of EPIK tokens pursuant to these Terms is not designed for investment purposes and should not be considered as a type of investment. Purchaser acknowledges, understands and agrees that Purchaser should not expect, and there is no guarantee or representation or warranty by Joint Chain, that (a) EPIK tokens will be listed for trading on any exchange, or (b) the BLMP Platform will be adopted as described in Joint Chain’s whitepaper and not in a different or modified form.
4.4 Not for Speculation. Purchaser acknowledges and agrees that Purchaser is not purchasing EPIK tokens for purposes of investment or speculation, or for immediate resale, or other financial purposes. Purchaser acknowledges and agrees that the Purchaser has no expectation of economic benefit or profit from purchasing EPIK tokens. Purchaser agrees that if the Purchaser determines to transfer EPIK tokens, Purchaser will not portray EPIK tokens to prospective transferees as an investment opportunity to obtain an economic benefit or profit.
4.5 No other rights Created. The purchase of EPIK tokens (a) does not provide Purchaser with rights of any type with respect to Joint Chain or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary or other financial or legal, or intellectual property rights, (b) is not a loan to Joint Chain and (c) does not provide Purchaser with any ownership or other interest in Joint Chain.
5.1 Unless otherwise stated herein, these Terms only regulate and govern your purchase of EPIK tokens during the Token Sale and your use of Joint Chain’s smart contract. Any use of EPIK tokens in the BLMP Platform and the use of platform itself shall be governed by other applicable terms, conditions, agreements and policies.
6.1 All purchases of EPIK tokens from us during the Token Sale are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation.
6.2 Joint Chain reserves the right to refuse or reject any contribution made at any time in its sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavors to procure that the contribution is returned to the Purchaser, however, the Company does not warrant, represent or offer any assurances that the Company will successfully be able to recover and/or return any such contribution.
6.3 To the extent the Company, in its sole discretion, decides to make a refund, any refunds will be made in ETH and to your Token Receipt Address. We are not responsible for any delays, losses, costs, non-delivery of refunds or of EPIK tokens, or other issues arising from the failure to provide, or providing an inaccurate or incomplete Token Receipt Address.
7.1 You are responsible for implementing reasonable measures for securing your ETH wallet, vault, or other storage mechanism you use to receive and hold EPIK tokens purchased from us, 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. We are not responsible for any losses, costs, or expenses relating to lost access credentials.
7.2 You must understand that smart contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, you hereby acknowledge, understand and accept that Joint Chain does not provide any form of warranty, representation or assurance (in each case whether express or implied) that Joint Chain’s smart contract and EPIK tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, among other things, the complete loss of ETH contributions and/or EPIK tokens.
8.1 Any amounts that you pay for EPIK tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of EPIK tokens, including, for example, sales, use, value added and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of EPIK tokens.
8.2 You acknowledge, understand and agree that (a) the purchase and receipt of EPIK tokens may have tax consequences for you, (b) you are solely responsible for compliance with your tax obligations, and (c) Joint Chain bears no liability or responsibility with respect to any tax consequences to you associated with or arising from the creation, ownership, use or liquidation of EPIK tokens or any other action or transaction related to the BLMP Platform or the Token Sale.
9.1 By purchasing EPIK tokens, you expressly represent and warrant that:
(a) You have read and understand these Terms (including all Exhibits and documents incorporated herein by the reference) and the White Paper;
(b) You have the necessary authority and consent to accept these Terms and to enter into a binding agreement with Joint Chain and to perform the obligations set out herein;
(c) The acceptance of these Terms and the entry into a binding agreement with Joint Chain shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Purchaser's statutory or organizational documents (in the case of a corporate entity); (ii) any provision of any judgment, decree or order imposed on the Purchaser by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound;
(d) You have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, token storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your Purchase of EPIK tokens, including, but not limited to, the matters set forth in these Terms and to appreciate the risks and implications of purchasing EPIK tokens, and you are able to bear the risks 6 thereof, including loss of all amounts paid, loss of EPIK tokens and liability to us and others for your acts and omissions, including, without limitation, those constituting breach of these Terms, negligence, fraud or willful misconduct;
(e) You have obtained sufficient information about EPIK tokens to make an informed decision to purchase EPIK tokens;
(f) You understand that EPIK tokens confer only the right to access BLMP Platform, to receive services on the BLMP Platform, and confer no other rights of any form with respect to Joint Chain or any entity from BLMP’s group of companies, including, but not limited to, any voting, distribution, redemption, liquidation or other financial and legal rights;
(g) You are not purchasing EPIK tokens for any uses or purposes other than to receive services on the BLMP Platform, including, but not limited to, any investment, speculative or other financial purposes; You are not a U.S. person or resident (each as defined on page 1 hereof), a resident or citizen of Singapore, Malaysia, Canada, Kuwait, North Korea, Cuba, Iran, Syria, New Zealand, Crimea Region (Ukraine) and People Republic of China (except for Hong Kong, Taiwan and Macau); nor are you making a contribution for the purchase of EPIK tokens for or on behalf of any such person or entity;
(h) You have all requisite power and authority to execute and deliver these Terms, to purchase EPIK tokens and to carry out and perform your obligations under these Terms; if you are an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase EPIK tokens;
(i) If you are an entity, Purchaser is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business;
(j) Your purchase of EPIK tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (a) legal capacity and any other threshold requirements in your jurisdiction for the Purchase of EPIK tokens and entering into this agreement with us, (b) any foreign exchange or regulatory restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) regulations issued by the central bank, governmental or local authorities at your place of residence;
(k) You understand and accept that the network of miners will ultimately be in control of the Joint Chain’s smart contract and that a majority of these miners could agree at any point to make changes to the smart contract and to run a new version of the smart contract. Such a scenario could lead to EPIK tokens losing intrinsic value;
(l) You will comply with any tax obligations applicable to you arising from your purchase of EPIK tokens;
(m) The funds, including ETH and any currency or digital currency that you use to purchase EPIK tokens, are not derived from or related to any unlawful activities, including, but not limited to, money laundering or terrorist financing, and you will not use the EPIK tokens to finance, engage in or otherwise support any unlawful activities;
(n) The execution and delivery of, and performance under, these Terms requires no approval or other action from any governmental authority or person other than you;
(o) To the extent required by applicable law, you comply with all anti-money laundering and counter the financing of terrorism requirements,
(p) Neither you, nor any person having a direct or indirect beneficial interest in you or EPIK tokens being acquired by you, or any person for whom you are acting as agent, attorney, trustee or nominee in connection the purchase of EPIK tokens, where applicable, (a) is the subject of economic or financial sanctions or trade embargoes administered or 7 enforced by any country or government, including, but not limited to, those administered by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other applicable jurisdictions (collectively, “Sanctions”), (b) is located, organized or resident in any country or territory that is the subject of country-wide or territory-wide sanctions, (c) is listed in any sanctions-related list of sanctioned persons, including, but not limited to, those maintained by the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom and/or (d) is directly or indirectly owned or controlled by any person or persons described in above in this sub clause;
(r) You shall not use EPIK tokens to finance, engage in, or otherwise support any unlawful activities;
(s) If you are purchasing EPIK tokens on behalf of any entity, you are authorized to accept this agreement on such entity’s behalf and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (in this case, references to “you” in this Agreement refer to you and such entity jointly);
(t) You shall provide an accurate Token Receipt Address to Joint Chain for receipt of any EPIK tokens distributed to you by us;
(u) You understand and accept the risks of contributing to early stage blockchain start-up business and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms.
Unless otherwise expressly set out herein, you are not entitled to and any provision of these Terms shall not be treated as such that entitles you to any Intellectual Property Rights of Joint Chain or the BLMP group of companies. We shall retain the ownership to our Intellectual Property Rights at all times and your contribution in the Token Sale does not grant you any rights to the Intellectual Property Rights of the Company. Intellectual Property Rights of the Company includes all and any rights to any objects, including copyright and related rights, inventions, designs, patents, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration, and any other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and all applications, extensions and renewals in relation to any such rights.
11.1 To the fullest extent permitted by the applicable law, you will indemnify, defend and hold harmless the Company, entities from BLMP’s group of companies, their respective past, present and future employees, officers, directors, contractors, consultants, attorneys, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns 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 EPIK tokens, (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, or law or regulation applicable in the country or territory of your residence.
11.2 Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11.1. 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.
12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) EPIK TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE EPIK TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, UTILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT EPIK TOKENS OR THE JOINT CHAIN’s SMART CONTRACT ARE RELIABLE, CURRENT OR ERROR-FREE OR MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE EPIK TOKENS OR JOINT CHAIN’s SMART CONTRACT WILL BE CORRECTED; (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT (i) THAT EPIK TOKENS, THE DELIVERY MECHANISM FOR EPIK TOKENS OR THE JOINT CHAIN’s SMART CONTRACT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (ii) THE ABILITY OF ANYONE TO PURCHASE OR USE THE EPIK TOKENS, AND (iii) THAT THE PROCESS OF PURCHASING EPIK TOKENS, RECEIVING EPIK TOKENS OR USING THE JOINT CHAIN’s SMART CONTRACT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT EPIK TOKENS OR JOINT CHAIN SMART CONTRACT ARE RELIABLE AND ERROR-FREE. AS A RESULT, THE PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT THE PURCHASER MAY NEVER RECEIVE EPIK TOKENS AND MAY LOSE THE ENTIRE AMOUNT PURCHASER PAID TO JOINT CHAIN.
12.2 NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET OUT IN THESE TERMS, OUR WHITEPAPER OR WEBSITE. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PUBLICATION, DISTRIBUTION OR DISSEMINATION OF THESE TERMS AND OUR WHITEPAPER DOES NOT IMPLY THAT APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.
12.3 Some jurisdictions do not allow for the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
13.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER JOINT CHAIN NOR ENTITIES FROM BLMP’s GROUP OF COMPANIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR PURCHASE OF EPIK TOKENS, OR YOUR USE OF THE JOINT CHAIN’s SMART CONTRACT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PURCHASE PROCESS IS TO NOT MAKE A PURCHASE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF JOINT CHAIN FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US FOR THE EPIK TOKENS. THE FOREGOING LIMITATIONS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, WILLFUL OR RECKLESS MISCONDUCT OF JOINT CHAIN NOR SHALL IT LIMIT OR EXCLUDE ANY LOSSES FOR WHICH, AS A MATTER OF APPLICABLE LAW, IT WOULD BE UNLAWFUL TO LIMIT OR EXCLUDE LIABILITY.
13.2 Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages. If these laws apply to you, some or all of the limitations or exclusions may not apply to you.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
14.1 Governing Law. These Terms will be governed by and construed and enforced in accordance with the laws of Singapore, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes or claims) that is not subject to arbitration shall be exclusively resolved by the courts of Singapore.
14.2 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through the binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). Any Dispute shall be referred to and finally resolved by arbitration under the Rules of the Singapore International Arbitration Centre (“SIAC”) in force on the date on which the arbitration is commenced, which Rules are deemed to be incorporated by reference into these Terms. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. Any award of the tribunal shall be final and binding from the day it is made. The tribunal shall consist of three arbitrators. Each party hereto shall nominate one arbitrator. In the event that either of the two parties hereto fails to nominate an arbitrator within 30 days after the commencement of the arbitration proceedings, then the SIAC shall nominate an arbitrator on behalf of the party or parties hereto which have failed to nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the two party-nominated arbitrators within 30 days of the last of their appointments. The parties hereto agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable.
14.3 No Class Arbitrations. Class Actions or Representative Actions. Any 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.
14.4 Notice: Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at firstname.lastname@example.org. Notice to you shall be sent by email to the email address you provide to us as part of the Whitelisting process. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
14.5 Authority of Arbitrator. The arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority 10 to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
16.1 You may be required to provide certain information and documents, inter alia, your name, photo, date of birth, ID, address, Token Receipt Address, source of funds used for purchasing EPIK tokens, other documents or information (the “Personal Data”).
17.1 Amendments. We may amend these Terms from time to time, including where there are changes to the intended functionality of EPIK token or as may be otherwise required by any laws or regulatory requirements to which we are subject. If we make any amendments to these Terms, we will publish a notice together with the updated Terms on the Website and we will change the “Last Updated” date at the top of these Terms. Any amended Terms shall become effective and valid immediately upon the publication of such notice and updated Terms on the Website. It is your responsibility to regularly check the Company’s Website for any such notices and updated Terms.
17.2 Severability. If any term, clause or provision of this Agreement is held unlawful, void or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
17.3 Entire Agreement. These Terms, including the exhibits attached hereto and documents incorporated herein by reference, constitute the entire agreement between you and the Company and supersede all prior or contemporaneous agreements and understandings, both written and oral, between you and us with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Joint Chain, any entity from BLMP group of companies, another representative, agent etc. about the EPIK token or the BLMP Platform. Headings are for information purposes only.
17.4 Force Majeure. You understand and agree that Joint Chain shall not be liable and disclaims all liability to you in connection with any force majeure event, which include, inter alia, 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 11 government; acts of terrorism or war; technological change; changes in interest rates or other monetary conditions; or other matters beyond the reasonable control of Joint Chain, including changes to any blockchain-related protocol.
17.5 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Joint Chain, including by operation of law or in connection with any change of control. Joint Chain may assign or transfer these Terms, any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
17.6 Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof. All waivers by Joint Chain must be unequivocal and in writing to be effective.
JOINT CHAIN IS IN THE CONTINUALLY REVIEWING THE LEGAL AND REGULATORY ENVIRONMENT APPLICABLE TO BLOCKCHAIN TOKENS, INCLUDING THE RELATED ANALYSIS OF THE FUNCTIONALITY OF EPIK TOKEN. BASED ON THE RESULT OF SUCH ANALYSIS WE MAY AMEND THE INTENDED FUNCTIONALITY OF EPIK TOKEN IN ORDER TO ENSURE COMPLIANCE WITH REGULATORY AND LEGAL REQUIREMENTS TO WHICH JOINT CHAIN IS SUBJECT. IN THE COURSE OF DEVELOPMENT OF BLMP PLATFORM, DUE TO POSSIBLE MODIFICATIONS OF THE BLMP PLATFORM, REGULATORY ACTIONS, CHANGES IN THE LAWS, POSITIONS OF REGULATORY AUTHORITIES, CHANGES OF BLMP’s BUSINESS, THE FUNCTIONALITY OF EPIK TOKEN MAY BE ALTERED. IN THIS CASE WE SHALL PUBLISH A NOTICE ON OUR WEBSITE. PLEASE MAKE SURE TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES.
The EPIK token shall be the only token used on the BLMP Platform and the only token issued to the Purchasers during the EPIK token Sale.
EPIK tokens will be an essential utility for the users of the BLMP Platform as they will enable interaction within the BLMP Platform and will act as the main driver of the BLMP ecosystem.
EPIK tokens will not have any utility or functionality outside the BLMP Platform. Although it is possible that a secondary market could develop for trading EPIK tokens. To the extent a secondary market for EPIK tokens does develop, it will not be run or operated by the JOINT CHAIN.
Assuming a completion of the Token Sale, EPIK tokens shall be allocated as follows:
Public Contributors (Purchasers) – 50%
BLMP’s Team and Advisory – 15%
Reserve for development and growth of the BLMP ecosystem –35%
PLEASE READ THIS EXHIBIT B CAREFULLY. PARTICIPATION IN THE TOKEN SALE CARRIES SUBSTANTIAL RISK AND MAY INVOLVE SPECIAL RISKS THAT COULD LEAD TO A LOSS OF ALL OR A SUBSTANTIAL PORTION OF CONTRIBUTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR AND REFRAIN FROM CONTRIBUTING TO THE EPIK TOKEN SALE.
No potential use
As of the date hereof, the EPIK token has no known potential uses outside of the BLMP Platform and is not permitted to be sold or otherwise traded on third-party exchanges.
Risk of loss
Do not participate in the Token Sale unless you are prepared to lose the entire amount you contributed for purchasing EPIK tokens. EPIK tokens should not be acquired for speculative or investment purposes with the expectation of making a profit or immediate resale.
No promises of future performance or value are or will be made with respect to EPIK tokens, including no promise of continuing payments, no promise of inherent value and no guarantee that EPIK tokens will hold any particular value. Unless prospective participants fully understand and accept the nature of BLMP Platform and the potential risks inherent in EPIK tokens, they should not participate in the Token Sale.
Third party data
The Website, Joint Chain’s whitepaper and other material include references to third party data and industry publications. Joint Chain believes that this industry data is accurate and that its estimates and assumptions are reasonable; however, there are no assurances as to the accuracy or completeness of this data. Although the data are believed to be reliable, Joint Chain has not independently verified any of the data from third party sources referred to in this whitepaper or ascertained the underlying assumptions relied upon by such sources.
Joint Chain is in the process of undertaking a legal and regulatory analysis of the functionality of EPIK tokens. Following the conclusion of this analysis, Joint Chain may decide to amend the intended functionality of EPIK tokens in order to ensure compliance with any legal or regulatory requirements to which it is subject. In the event that Joint Chain decides to amend the intended functionality of EPIK tokens, Joint Chain will update the relevant contents of its whitepaper, of these Terms and upload the latest version of the documents to its Website at https://epiktoken.io. EPIK tokens could be impacted by regulatory action, including potential restrictions on the ownership, use, or possession of such tokens, which may demand that the structure or application of EPIK tokens be altered, all or in part. Joint Chain may revise mechanics to comply with regulatory requirements. Nevertheless, Joint Chain believes that it has taken all commercially reasonable steps to ensure that its planned mechanics are proper and in compliance with currently considered regulations.
Joint Chain’s intended activities are subject to various laws and regulations in the countries where it operates or intends to operate. Joint Chain might be obliged to obtain different licenses or other permissive documents in each jurisdiction where it intends to operate its business, therefore, Joint Chain’s business in such jurisdictions shall always be subject to obtaining such licenses or permissive documents, if so directed by applicable laws. There is a risk that certain activities may be deemed in violation of any such law or regulation. Penalties for any such potential violation would be unknown. Additionally, changes in applicable laws or regulations or evolving interpretations of existing law could, in certain circumstances, result in increased compliance costs or capital expenditures, which could affect Joint Chain’s ability to carry on the business model and the EPIK tokens model proposed in the Whitepaper.
Forward looking statements
Joint Chain’s whitepaper, content of the Website, Exhibit A of these Terms, press releases, public statements etc. may contain forward looking statements, i.e. statements related to future events. Forward looking statements often address the expected future business and financial performance of Joint Chain, the performance and effectiveness of BLMP Platform, often contain words such as “expect”, “intend”, “plan”, “believe”, “will”, “would”, “ultimately”. All statements regarding Joint Chain’s financial position, business strategies, plans, future functionality of the BLMP Platform, EPIK token and prospects and the future prospects of the industry which BLMP’s group of companies is in, are forward-looking statements. Such forward looking statements by their nature address matters that are, to different degrees, uncertain. Joint Chain undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of its whitepaper. Joint Chain cannot guarantee that any forward looking statements made by it or expected results of operation of BLMP Platform will correlate with the actual future facts or results. You must understand that BLMP Platform may not have all of the expected functionality. Joint Chain does not take any responsibility in regards to the functional capabilities of BLMP Platform, which is provided “as is”.
Risk of theft
Joint Chain will make every effort to ensure that the funds received from the Token Sale are securely stored and held. Notwithstanding the aforesaid, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Joint Chain’s website, in the smart contract(s) on which the escrow wallet and the Token Sale rely, on the Ethereum or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Sale is completed, Joint Chain may not be able to receive the cryptocurrencies raised and\or use such funds as intended. In such case, the development and launch of the BLMP Platform might be temporarily or permanently curtailed. As such, distributed EPIK tokens may hold little worth or value.
An open-source development comes with risks related to hacking and cyber attacks that can cause a negative impact. To mitigate that risks the team will be allocating resources in auditions and security tests, to ensure the platform's safety.
Also blockchain development is relatively new and there will be a challenge acquiring human resources with this specific knowledge.
Risks related to the functioning of BLMP Platform
The BLMP Platform shall be operated by another entity from BLMP’s group of companies, and any events or circumstances which adversely affect such entity or any of its successor operating entities may have a corresponding adverse effect on the BLMP Platform. Such adverse effects would correspondingly have an impact on EPIK tokens.
BLMP Platform may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the BLMP Platform.
Joint Chain does not make, or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy, and completeness of any of the information set out in Joint Chain’s whitepaper, on the Website or in other materials.
Unanticipated risks arising from the EPIK tokens
Cryptographic tokens such as the EPIK token are a relatively new and dynamic technology. In addition to the risks included in the above, there are other risks associated with your purchase, holding and use of EPIK tokens, including those that Joint Chain cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.