REGISTRATION AGREEMENT
PASS CLUB and PASS Verify
v 3.5 - Last updated 21 May 2021
This Agreement governs the relationship between you (the "Member" or “you”) and the Blockpass BVI Limited, registered in the British Virgin Islands under number 2040091 with address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands (“Blockpass”, "us" or "we") for the PASS Verify and PASS Club services (the “Services”) provided by us.
By joining PASS Club or registering to PASS Verify you agree to be bound by the terms of this Agreement (the “Agreement”). Any Schedules and Appendices are part of this Agreement.
By clicking the button and continuing to use the services you are agreeing to the terms of this Agreement and agree to be bound by them. You are also agreeing to receive marketing emails from Blockpass with news and information about PASS Club. You can unsubscribe at any time.
Before proceeding, you should read the terms of this Agreement carefully.
THIS AGREEMENT CONTAINS
I - Introduction
Your Privacy
Regulatory Notice
Token Terms
II - General Terms
III - Schedules
Schedule 1 - Terms and Conditions of PASS Club and PASS Verify
Schedule 2 - Token Terms
I. INTRODUCTION
A. YOUR PRIVACY
Blockpass only collects data for the purpose of this Agreement, for regulatory purposes and to fulfil our contractual obligations to you. Further details on the use and processing your personal data can be found in our Privacy Policy.
B. REGULATORY NOTICE
By continuing with the registration you warrant that:
You are over 18 years of age
You are not a US resident or citizen
You do NOT live in a jurisdiction where the use of the Services is prohibited
You are NOT on any sanction list.
Important Information:
To complete your registration you will have to meet the requirements of PASS Club and PASS Verify. Blockpass reserves the right to reject your application if you do not meet the requirements.
For PASS Club services, if a Member is rejected/removed their account will be disabled and any crypto address removed from our whitelist. Blockpass reserves the right to reject the application for PASS Club membership if it has reason to believe the applicant has committed fraud. Upon rejection of an application all PASS Rewards linked to the relevant Blockpass ID will be forfeited.
C. TOKEN TERMS
Holders of PASS Tokens (the “Tokens”) are subject to the terms and conditions in the Token Terms which can be found in Schedule 2 (the “Token Terms”).
II. GENERAL TERMS
These General Terms will apply to:
1. PASS Verify: for the registration of a suitable address for PASS tokens (the “Tokens”); and
2. PASS Club: A loyalty program offered by Blockpass from the date of this Agreement which will, subject to requirements, give you access to redeem the PASS Rewards you collected when accessing the services of our partners. PASS Rewards can be converted into PASS tokens in accordance with the conditions in Schedule 1.
1. Status of the Blockpass
Blockpass is acting in its own right to onboard you as a member of PASS Club or registered with PASS Verify.
2. Registration Services
2.1 Blockpass agrees to provide you with a registration subject to you meeting all the relevant requirements in this Agreement. You shall provide us with the required information which includes a compatible blockchain network address under your control and at which you hold or intend to hold the Tokens.
2.2 Blockpass shall determine which requirements are applicable to the Services and Blockpass reserves the right to refuse registration if you fail to meet the relevant requirements for the Service they are applying to.
2.3 By proceeding with this registration you are deemed to:
(a) have accepted the most recent version of the Terms of Service (“ToS”) for the Blockpass products and services, published by us at https://www.blockpass.org/terms/ and also made available via the Blockpass App and web ID. The ToS may be updated from time to time at our sole discretion; (b) have access to the most up-to-date version of the Blockpass App on a mobile device that you own, control or use, with which you intend to access the services; (c) you have successfully completed Blockpass identity verification service using the Blockpass identity services, and have subsequently received a Blockpass ID and an associated Verified ID Certificate, when applicable.
2.4 In order to register you will be required to provide your email address, as well as a suitable crypto address where you are holding or intend to hold the Tokens. You may have to meet further requirements, including but not limited to (a) full name; (b) address; (c) date of birth; (d) photo ID; (e) proof of address; (f) selfie; (g) passport or national ID; (h) email address and (i) video verification.
3. This Agreement
This Agreement together with the Schedules and the ToS constitute the entire agreement with respect to your use of the Services contained in the Schedules. In the event of any inconsistency or conflict between this Agreement and the ToS:
3.1 With respect to your use under license and access to the Blockpass App and Blockpass WebID, the ToS shall prevail; and
3.2 With respect to any provision involving Tokens and your use of any Services connected with the Tokens, this Agreement, which includes the Token Terms, shall prevail.
3.3 Blockpass reserves the right to change the terms of this Agreement at its absolute discretion and without notice. Including, but not limited to, conditions and amounts for PASS Rewards redemption. Your continued use of the Services will be deemed as acceptance of the new terms.
4. Verified PASS Token address
Blockpass shall arrange for the designation of a compatible public blockchain network address that you control and at which you hold or intend to hold PASS tokens as a Verified PASS Token address subject to you submitting, and having been accepted by us, a registration request in accordance with the following procedure:
4.1 From a device that you own or control and that satisfies conditions in Section 2, initiate a PASS Address Registration Request via the PASS Verify or the Join PASS Club features within the Blockpass App. You can submit your request via the Blockpass web ID as well.
4.2 Submit any information that we may require (in our absolute discretion) in order to carry out such verification checks that we deem appropriate to the relevant application.
4.3 Blockpass may accept or decline any registration request in its sole absolute discretion, and will notify you of its decision.
5. Types of registration
5.1 An accepted registration request may be approved by Blockpass for either: to hold Tokens ONLY; or to hold Tokens AND to transfer PASS Tokens to a third party.
5.2 Following receipt of notification of a successful registration, you will be required to submit the public key of the address on the relevant, compatible public blockchain network that you will use to access the Token Smart Contract (as defined in the Token Terms) and at which you hold or intend to hold PASS Tokens.
5.3 You agree and acknowledge that the address details you submit will satisfy the criteria prescribed in connection with the Blockpass protocol (the “Blockpass Address Criteria”) in this Agreement and any further guidance that have been published at https://www.blockpass.org and / or communicated to you by Blockpass at the time the relevant request submitted by you has been accepted.
5.4 We will arrange for the address that you submit in accordance with this section to be designated as a verified PASS Token address on the Blockpass protocol. Once the designation has been successfully obtained it is expected that you will be able to access the functionality of any PASS Tokens you hold at such verified address, subject to and in accordance with the Token Terms.
5.5 The initial issuance of PASS Tokens has been created in the form of ERC20 tokens (“PASS Tokens”) that are compatible with and that support the registered use and transfer of assets on the public Ethereum Blockchain. The Blockpass Address Criteria for the ERC20 PASS Tokens are as follows:
5.5.1 the address must be an Ethereum address that is not on an exchange and it is in a native Ethereum wallet or any other suitable address;
5.5.2 such wallet must possess the technical infrastructure compatible with the receipt, storage and transfer of PASS tokens, tokens that are created in accordance with the ERC20 token standard;
5.5.3 the address must satisfy any additional requirements prescribed in connection with the operation of Blockpass Protocol on the blockchain that have been communicated to you by Blockpass at the time the relevant request submitted by you has been accepted.
5.6 Blockpass may develop its protocol over time so as to be compatible with multiple public network programmable blockchains, the Blockpass Address Criteria may change accordingly and you will need to have control of a verified PASS Token address for each form of blockchain-specific PASS Tokens that you wish to use and / or transfer, which can be obtained by submitting additional registration requests in accordance with the terms of this Agreement.
6. No Responsibility for Third-Party Systems & Services
6.1 Without prejudice to and in addition to the disclaimers set out at the section below, it is agreed and acknowledged, for the avoidance of doubt, that Blockpass owns and operates the platform within which the Registered Token Address network operates, as well as the Token Smart Contracts that determine the features and functionality of the Token. For these services and services provided by a third party, Blockpass:
6.1.1 Gives no warranty as to and undertakes no responsibility for the quality, reliability, availability or consistent operation of any such systems, products or services;
6.1.2 Will not be liable for any claims, losses or other liabilities that you may incur as a result of their use by you; and
6.1.3 Will not be liable for the acts or omissions of any such third parties.
7. Members Warranties and Undertakings
7.1 You warrant that the information you provide is genuine and not fraudulent and that you will cooperate with Blockpass in a timely manner for any compliance related enquiry.
7.2 You warrant that you are over the age of 18 and can legally access the Services provided by Blockpass.
7.3 You confirm you are not a sanctioned person, a US person or a politically exposed person. You also confirm you are not from a jurisdiction that prohibits the holding or transaction of Tokens.
7.4 For the provision of the Services on the terms set out in this Agreement, you agree to comply with all the warranties and undertakings described herein, including without limitation, in connection with the use and disposal by you of any Tokens, as included in the Token Terms.
7.5 You further represent and warrant on the date of accepting this Agreement, which representations and warranties will be deemed repeated on each date on which this Agreement is in effect, the following:
7.5.1 If a natural person, you are of a legal age to enter into and be bound by this Agreement in your jurisdiction.
7.5.2 If a non-natural person:
7.5.2.1 you have been duly organised and validly existing under the laws of the jurisdiction of your organisation, you have the capacity, full power and have been duly authorised to execute these terms and to perform your obligations arising hereunder;
7.5.2.2 you have full capacity and full power to request, access and receive the Services; and
7.5.2.3 this Agreement has been duly executed by you (and any person or persons that have entered into this Agreement on your behalf were authorised to do so) and constitutes your valid, binding and enforceable obligations.
7.5.3 To the fullest extent permitted by applicable law and regulation, it is your SOLE responsibility to determine whether and to ensure that your acceptance of this Agreement and any use by you of the Services comply with all applicable laws and regulations in your jurisdiction.
7.5.4 Any use by you of the Services is for lawful purposes in your jurisdiction.
7.5.5 You are acting on your own behalf and not for the benefit of any other person.
7.5.6 You shall (at your own expense) promptly execute and deliver such documents and perform such acts as Blockpass may reasonably require from time to time for the purpose of giving full effect to this Agreement.
7.5.7 You will make any further representations and warranties, abide by any covenants and acknowledge any limitations or risk notifications, as may be set out in the Token Terms.
8. Consequences of non-compliance
8.1 If we ascertain that you are in or have committed a breach of any of your obligations under this Agreement, we may revoke your access to the Services and refuse to accept any subsequent registration request from you. We may also choose to disable your account, cancel any pending registration requests and / or decline to arrange the designation as a verified Token address of any public blockchain network address that you have submitted to us in connection with any previously accepted registration request, as we deem appropriate in our sole absolute discretion, with immediate effect.
8.2 If we revoke or disable your account based on clause 8.1 all PASS Rewards will be automatically forfeited.
9. Privacy and Data Protection
9.1 Details about how Blockpass handles any personal data collected from you in connection with any of the Services can be found in our Privacy Policy, as amended, supplemented or replaced from time to time and published on our website. With respect to personal data of the type referenced in this section, Blockpass undertakes to comply with its responsibilities in relation to the collection, holding, processing, use and/or transfer of such data under the laws and regulations applicable.
9.2 Security is important to us, and to protect your personal data we have put appropriate technical and organisational measures in place. Notwithstanding such measures you understand and to the fullest extent permitted by applicable law, assume sole responsibility for the risk that internet transmissions are never completely private or secure and that any message or information you send using the internet may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
10. Indemnity
10.1 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Blockpass and the Indemnified Parties (as such term is defined in the Token Terms) from and against all claims, damages, liabilities, losses, costs and expenses (including legal fees and including, for the avoidance of doubt, any fines or other sanctions imposed on Blockpass and / or any Indemnified Party as a result of any alleged breach of applicable law or regulation) that arise from or relate to: (i) your access to or use of the Services.
10.2 Blockpass reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification pursuant to this Agreement. The indemnity stated in section 10.1 above is in addition to, and not in lieu of, any other indemnities set forth in this Agreement or any other written agreement between you and any one or more of the Indemnified Parties.
11. Disclaimers
11.1 To the maximum extent permitted by applicable law, Blockpass disclaims all representations and warranties, whether express, implied or statutory, with regard to the foregoing, including, without limitation: any warranty with respect to the content, information, availability of, or uninterrupted access to services provided through or in connection with this Agreement.
11.2 To the maximum extent permitted by applicable law, in no event will Blockpass or any Indemnified Party (as such term is defined in the Token Terms) be responsible or liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, breach of trust, breach of fiduciary duty or otherwise, for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, investment opportunities, data use, goodwill or other intangible losses) regardless of whether Blockpass or any Indemnified Party has been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out of or in connection with: (a) any provision of or failure to provide the registration services; (b) any reliance on, or decision made on the basis of, information or material provided by Blockpass, or any Indemnified Party (including without limitation, as part of this Agreement); (c) any acts, omissions, statements or representations of any third party, including but not limited to any (or any other) Indemnified Party; (d) any failure by you to provide a blockchain network address that satisfies in full the address criteria in connection with any accepted registration request submitted by you, (e) any unfavorable results arising out of ongoing monitoring purposes for AML screening, or (f) any unauthorized access, use or alteration of the Services via your local network.
11.3 Blockpass shall not be in breach of these terms nor liable for delay in performing, or for failing to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.
11.4 Blockpass shall not be liable for any trading losses, loss of profits, indirect, special, punitive, consequential, or incidental loss or damage, even if they have been advised of the possibility of such damages. Nothing in this Agreement shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; and (c) any other liability that cannot be excluded or limited by laws of the Isle of Man.
12. Assignment & Successors
12.1 This Agreement is personal to you, and you shall not assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any or all of your rights and obligations under this Agreement without our express prior written consent.
12.2 This Agreement is made for the benefit of Blockpass and any of their successors and permitted assigns, and the rights and obligations of the parties under this agreement shall continue for the benefit of, and shall be binding on, their respective successors and permitted assigns.
13. Variation
13.1 Blockpass may change the terms of this Agreement at any time and will display the updated version on the website. You are encouraged to check the website regularly for such updates.
13.2 If you continue to use the Services and / or continue to acquire or retain any Tokens you will be deemed to have accepted this Agreement (including any Schedules) as amended.
14. Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable in any relevant jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this severance provision shall not affect the validity and enforceability of the rest of this Agreement.
15. Third Party Rights
15.1 No one other than a party to this Agreement or any third party beneficiary shall have any right to enforce any of the terms herein. Any third party beneficiary shall have the right to enforce or otherwise take the benefit of any of the terms of this Agreement as an identified third party beneficiary for the purposes of and in accordance with local laws and regulations.
15.2 The rights of the parties to terminate, rescind, or agree to any variation, waiver or settlement under this Agreement are not subject to the consent of any other person (including without limitation and for the avoidance of doubt, any third party beneficiary).
15.3 Any rights conferred on any person that (i) is not a party to this Agreement and (ii) is not a third party beneficiary, under applicable Laws are excluded (to the fullest extent possible).
16. Rights and Remedies
16.1 Except as expressly provided in this Agreement, the rights and remedies herein are in addition to, and not exclusive of any rights or remedies provided by law.
16.2 Without prejudice to any other rights or remedies that Blockpass, or any Indemnified Party may have, you acknowledge and agree that damages alone may not be an adequate remedy in respect of any breach by you of this Agreement. Accordingly, Blockpass, and the Indemnified Parties shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement.
17. Governing Law & Dispute Resolution
17.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, (including, for the avoidance of doubt, any such dispute or claim against or involving any Indemnified Party) shall be governed by and construed in accordance with the laws of the British Virgin Islands.
17.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (including, for the avoidance of doubt, any such disputes, controversies, differences or claims against or involving any Indemnified Party) shall be kept confidential and referred to and finally resolved by arbitration in accordance with the London Court of International Arbitration (“LCIA”).
17.3 The arbitration shall be carried out according to the Rules of LCIA, the seat of arbitration shall be London.
17.4 The number of arbitrators shall be one (1).
17.5 The arbitration proceedings shall be conducted in English.
III. SCHEDULES
The following Schedules describe the requirements and conditions of the Services and are part of this Agreement.
Blockpass reserves the right to amend, update or modify the terms of these documents at any time. Please note that you continued use of the Services after any amendment, update of modification will be deemed as acceptance of any new term.
SCHEDULE 1 - Terms and Conditions of PASS Club and PASS Verify
SCHEDULE 2 - Token Terms
SCHEDULE 1
PASS VERIFY AND PASS CLUB
Version 3.2 - Last updated 13 May 2021
SERVICES
PASS Verify
Registration of a suitable wallet address that you manage and control for the holding of PASS tokens (Whitelisting). Once whitelisting of the wallet address is completed transfer of Tokens to a third party will be allowed.
Warranties:
You warrant that:
You are 18 years of age or older;
You are not a US person or of any jurisdiction where the holding of Tokens is prohibited.
Eligibility requirements for PASS Verify:
Blockpass ID;
Email address; and
Valid and compatible wallet address.
Upon successful completion of PASS Verify registration, Blockpass will delete the email address provided.
__
PASS Club
PASS Club is a loyalty scheme developed by Blockpass. This loyalty scheme is designed by Blockpass whereby the users of Blockpass ID may receive PASS Rewards when signing up to our partner’s services.
PASS Rewards:
PASS Rewards are provided to users of Blockpass ID. Those users shall receive PASS Rewards when signing up to applicable services provided by our partners from the date of this Agreement. The amount of the PASS Rewards payable is entirely at the discretion of Blockpass. Under no circumstances do users have a contractual entitlement to PASS Rewards.
PASS Rewards will not apply to free plans.
Threshold for redemption and procedure:
The threshold for redemption of tokens is by Blockpass. The threshold will be determined from time to time at the entire discretion of Blockpass. Once the user reaches this threshold they will be able to request redemption via the “Redeem” button available, subject to a successful registration to PASS Club.
Members will be able to redeem PASS tokens at a rate set by Blockpass from time to time at its absolute discretion. Blockpass reserves the right to use a different system or network to deliver the tokens to the Member. If the Member wishes to move the tokens back to the Ethereum network, the Member will be responsible for the payment of any fees and charges involved in the transaction.
Transaction Fees
Under no circumstances does Blockpass accept to cover any fees surrounding the transmission of PASS Tokens to the users' own blockchain account/address. Such fees may be Ethereum network or other blockchain network fees. The fees for transfer to the user will be estimated and applied to the transaction. If the fees are greater than the redemption amount then the transaction will fail. Fees will be chargeable in PASS tokens. The user is entirely responsible for ensuring the correctness of the blockchain address that they have registered with Blockpass. Blockpass will not be responsible for any inaccurate blockchain addresses submitted by users resulting in loss of tokens. Blockpass will not be responsible if the user submits a blockchain address that is not compatible with the relevant tokens.
Blockpass reserves the right to reject registration to PASS Club if the applicant has committed fraud or in any way misrepresented themselves or breached the ToS of any other applicable term or regulation. Any PASS Rewards linked to that applicant will be automatically forfeited.
Warranties:
You warrant that:
You are 18 years of age or older;
You are not a US person.
Eligibility requirements:
users must have an active Blockpass ID where Blockpass may gather the following information:
Proof of ID (passport or driving licence);
Proof of address;
FaceMatch;
ETH address; and
Email address.
Change of Terms
Blockpass reserves the right to change the terms and conditions of PASS Club and PASS Verify without notice. Changes to the amount of rewards, threshold for redemption and rate of rewards can be changed at Blockpass' absolute discretion. Your continued use of the Services after the changes take effect will be deemed as acceptance of the new terms.
SCHEDULE 2
PASS TOKENS - TERMS AND CONDITIONS OF USE
Version 2.3 - Last updated 13 May 2021
Issuer: Blockpass BVI Limited, registered in the British Virgin Islands under number 2040091 with address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands
Section I - Application and Definitions
Application of these Token Terms
These terms and conditions (the “Token Terms”) apply to all holders of PASS Tokens (the “Tokens”) which are issued by Blockpass BVI Limited, registered in the British Virgin Islands under number 2040091 with address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands (also referred to as “we”, “us”, or “the Issuer”), regardless of whether the Tokens have been purchased directly from the Issuer or from a third party. By purchasing, holding, using, receiving or transferring the Tokens in any way, you (herein also referred to as the “Token Holder”) confirm that you accept these Terms and that you agree to duly comply with them.
Definitions
Blockpass Protocol or Protocol: The proprietary framework on which the Blockpass identity verification services operate, which includes but is not limited to, all IP related to codes, systems and guidelines..
Initial Token Distribution Event: Initial sale of Tokens from 31st May to 30th November 2018.
PASS token: ERC-20 utility token issued by Blockpass.
Token Holder: individual or company who purchases, receives, uses and transfers PASS tokens.
Section II - Regulatory Notice; Privacy Notice; Whitepaper
1. Regulatory Notice
1.1 The PASS Tokens (the “Tokens”) are designed as utility tokens. They are not intended to be nor will you use them as a security or as an investment, including as a financial instrument or as any other investment product. The treatment of utility tokens may vary from country to country. The distribution of utility tokens and the offering and sale of utility tokens in certain jurisdictions may be restricted by law and therefore persons into whose possession the Tokens (and these Terms) come should inform themselves about and observe any such restrictions and/or any applicable laws and regulations in such jurisdiction(s). Any failure to comply with these restrictions in any applicable laws and/or regulations could result in violation of the applicable laws and/or regulation of such jurisdiction(s). The Tokens are not available for distribution or sale to citizens or residents (tax or otherwise) of any country where the sale of Tokens (or similar utility tokens) is prohibited or where the sale itself does not or is deemed not to comply with applicable laws and regulations. In particular, the Tokens are not intended for United States persons. The Tokens are not being offered and should not be resold in the United States or to United States residents or otherwise in any jurisdiction where such offers or sales are not permitted by applicable laws and regulations.
1.2 These Terms do not constitute a prospectus of any sort, are not a solicitation for, or advice or a recommendation in relation to any investment and do not pertain in any way to an initial public offering or a share/equity offering. These Terms are not intended and do not pertain in any way to an offering of securities in any jurisdiction.
1.3 Nothing in these Terms constitutes legal, financial, tax or other advice and does not take into account the particular investment objectives, financial situation, taxation position or needs of the Token Holder or of any other person.
2. Privacy Notice
The Issuer may collect data on the Token Holder in accordance with its Privacy Policy, which is available on the website. Token Holders are advised to carefully read and fully understand the contents of the Privacy Policy before providing the data requested by the Issuer.
3. Whitepaper
Further information regarding the Tokens and the development roadmap for the Issuer Protocol is set out in the Issuer Whitepaper, the current version of which is available on the Blockpass website (the “Whitepaper”). The information contained in the Whitepaper is provided for illustrative and descriptive purposes only and does not form part of these Terms unless expressly incorporated herein. The Issuer may, in its sole and absolute discretion, revise the Whitepaper at any time without prior or separate notification.
Section III - Token Allocation, Description, Issuance Program and Specific Conditions
4. Token Allocation, Description, Issuance Program
4.1 It is agreed and acknowledged that the Tokens are designed and intended to be used as discount payment tokens that can be exchanged as payment for identity verification services supported by the Blockpass Protocol (each such service, a “Blockpass Verification Service”, and collectively, the “Blockpass Verification Services”. Blockpass may offer Token Holders reduced or preferential rates for payment of identity verification services. Blockpass may add features to the Tokens at its discretion.
4.2 The Tokens may only be used in connection with and/or transferred from addresses on the relevant supported blockchain that have been designated as Registered PASS Token Addresses on the Blockpass Protocol via the PASS Verify registration. Any transaction purporting to transfer Tokens in connection with an address that at the time of transfer or utilisation has not been designated as a Registered PASS Token Address will be rejected as invalid by Blockpass and will fail to execute.
4.3 The Issuer has created 1,000,000,000 Tokens. This represents the maximum number of Tokens that will be supported by the Issuer in connection with the Blockpass Protocol at any point in time. The allocation of the Tokens by the Issuer shall be as follows:
4.3.1 400,000,000 Tokens to Blockpass IDN Limited (“Blockpass IDN”) in its capacity as PASS Master Distributor and for onward sale in accordance with the following distribution scheme:
a) 250,000,000 Tokens for public sale via approved distributors appointed by Blockpass IDN (the “PASS Distributors”) during the Initial Token Distribution Event, currently scheduled to take place from 31 May 2018 until 30 November 2018 (the “First Distribution Period”);
b) 100,000,000 Tokens (together with any Tokens allocated to the Initial Token Distribution Event that remain unsold as of the end of the First Distribution Period) for public sale via PASS Distributors during the Second Token Distribution Event, currently scheduled to take place from 31 May 2019 to 30 November 2019 (the “Second Distribution Period”);
c) 50,000,000 Tokens (together with any Tokens allocated to the Second Token Distribution Event that remain unsold as of the end of the Second Distribution Period) for public sale via PASS Distributors during the Third Token Distribution Event, currently scheduled to take place from 31 May 2020 to 30 November 2020 (the “Third Distribution Period”).
4.3.2 50,000,000 Tokens to the advisors of the Issuer, which shall be locked and incapable of transfer until 31 May 2019.
4.3.3 200,000,000 Tokens to the founders of the Blockpass Protocol, which shall be locked and incapable of transfer until 31 May 2021.
4.3.4 180,000,000 Tokens to be distributed to service providers that accept Blockpass IDs and utilise Blockpass Verification Services as part of their Know Your Customer (“KYC”) procedures (each such provider, a “Blockpass Business”, and collectively, the “Blockpass Businesses”) as rewards for undertaking Proof of Verification. “Proof of Verification” means the process by which Blockpass Business generate Verified ID Certificates attesting to the successful completion of KYC verification work they have undertaken on potential customers, which can then be imported by such customers into their respective Blockpass Apps to enhance and supplement their Blockpass IDs.
4.3.5 90,000,000 Tokens to be distributed as free “Airdrops” to incentivise service providers to become Blockpass merchants.
4.3.6 40,000,000 Tokens to Blockpass IDN in consideration for the provision of services in support of the development of the Blockpass ecosystem and Blockpass Verification Services.
4.3.7 40,000,000 Tokens (together with any Tokens that remain unsold as of the end of the distribution period) as grants, prizes, incentive payments or loan, to persons or projects that the Issuer adjudges (in its sole and absolute discretion) to have contributed to or to have the potential to contribute to any of the development of Blockpass; the creation, expansion or development of Blockpass products and services; and/or an increase in the number of Blockpass App and WebID users, Blockpass Businesses or providers of Blockpass Verification Services.
4.4 Tokens have been created in the form of ERC20 tokens (“ETHPASS Tokens”) that are compatible with and that support the registered use and transfer of assets on the public Ethereum Blockchain. Tokens have been created with the official name designation “PASS”. The address for the Token Smart Contract (as defined below) on the public blockchain network is below: 0xeE4458...7B263Dc
4.5. The Issuer intends to facilitate the development of Blockpass over time so as to be compatible with and to support the registered use and transfer of assets on multiple public and private network programmable blockchains. In order to achieve this, new Tokens may be created in different forms specific to and for use in conjunction with each blockchain supported by Blockpass. The Issuer will not create any new Tokens without first destroying the private keys controlling an equivalent number of ethPASS Tokens that it retains ownership of, thereby ensuring that the total number of usable Tokens created and supported by the Issuer at any point in time does not exceed 1,000,000,000 units.
5. Variation of PASS token functionality
5.1 Blockpass, suspend or terminate any aspects of the PASS Tokens (or the rights attached or the services related to such Tokens) immediately and without prior notice to you (such notice to be provided as soon as is reasonably practicable) for any reason, including without limitation, if:
5.1.1 Blockpass ascertains that there has been a change in any law or any regulation applicable to any matter arising under or in connection with the PASS Tokens, and that such action is necessary or prudent to ensure continued legal and regulatory compliance; or
5.1.2 Blockpass identifies any flaws, bugs, defects or inconsistencies in the source code that could compromise the predictability, usability, functionality, stability, and/or security of Tokens.
Section IV - Standard Terms
6. Obligations on Token Holders
It is agreed and acknowledged by you that:
6.1 you will not, nor will you attempt to acquire, use or dispose of any Tokens other than through the mechanisms supported by the relevant Token Smart Contracts (as defined below) and approved by the Issuer.
6.2 you will not transfer or attempt to transfer control or ownership of any private keys associated with any Token Address that has been designated in your name by the Issuer to any other party, including any other Token Holder.
6.3 you will not acquire or attempt to acquire control or ownership of any private keys associated with any public blockchain network addresses at which Tokens are being held by another party including by another Token Holder.
6.4 you will be solely and entirely responsible for any fees payable to the relevant public network blockchain arising from or in connection with any transfer of Tokens that are in your possession, ownership or control.
7. Transfer from one blockchain
7.1 The Issuer reserves the right at any time to discontinue support for some or all of the Tokens that have already been distributed for use in conjunction with a particular blockchain (“Discontinued Tokens”) and to simultaneously issue, initiate support for and make available for distribution an equivalent number of new Tokens for use in conjunction with a different blockchain (“Replacement Tokens”), if the Issuer determines in its sole and absolute discretion that such action is necessary or beneficial to further facilitate the continued development of the Issuer Protocol and/or the creation and adoption of Blockpass Verification Services.
7.2 The Issuer will endeavour to promptly inform you of any such decision to migrate blockchain support via your contact email address, together with instructions on how to receive and use Replacement Tokens of an equivalent number to any Discontinued Tokens that you may hold at the relevant time at a Token Address.
7.3 Any such instructions will necessarily require you to have designated in your name a Token Address on the blockchain for which the Replacement Tokens have been designed, which, if you do not already have one, can be obtained by submitting a new Token registration request.
7.4 The migration of blockchain support will constitute a variation of these Terms in accordance with the procedures and timeframes set out in these Terms. Any such variation will involve the smart contract code for the Discontinued Tokens ceasing to constitute, and the smart contract code for the Replacement Tokens thereafter being designated as a Token Smart Contract for the purposes of these Terms. You agree and acknowledge that retaining continued access to the full functionality and utility on the Issuer Protocol of any Tokens that you hold may require you, in the event that the smart contract code controlling such Tokens subsequently ceases to constitute a Token Smart Contract, to utilise thereafter the addresses for any Token Smart Contract deployed as a replacement for the receipt, use or disposal of Tokens, in accordance with the instructions issued and conditions stipulated by the Issuer.
8. Representations and Warranties
8.1 You represent and warrant on the date of accepting these Terms, which representations and warranties will be deemed repeated on each date on which these Terms are in effect as between you and the Issuer, the following:
8.1.1 If you are a natural person, you are of a legal age and such capacity to enter into and be bound by these Terms in your jurisdiction.
8.1.2 If you are a non-natural person:
(a) you are duly organised, incorporated and validly existing under the laws of the jurisdiction of your organisation;
(b) you have the capacity, full power and have been duly authorised to agree to these Terms and to perform your obligations arising hereunder;
(c) you have full capacity and full power to (i) acquire, utilise, retain and dispose of Tokens, and (ii) utilise any and all of the services that may be provided by the Issuer under these Terms; and
(d) these Terms have been duly agreed by you (and any person or persons that have entered into these Terms on your behalf were authorised to do so) and constitute your valid, binding and enforceable obligations.
8.1.3 You have a sufficient technical understanding of cryptographic tokens, public network blockchain protocols, token storage mechanisms, and blockchain technology in general to understand these Terms and to appreciate the risks and implications of acquiring, using or disposing of Tokens.
8.1.4 It is your sole responsibility (and, to the fullest extent permitted by all applicable laws and regulations, it is not and shall not in any circumstances be the responsibility of the Issuer) to determine whether any acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens comply with all applicable laws and regulations in your jurisdiction.
8.1.5 Any acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens is for lawful purposes and in compliance with all applicable laws and regulations in your jurisdiction.
8.1.6 You will comply with any and all applicable tax obligations arising in connection with any acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens.
8.1.7 Your acceptance of these Terms and acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens does NOT and will NOT: contravene any laws or regulations applicable to such activities in your jurisdiction, or any judgement, decree or approval, consent licence or registration to which you are subject; or contravene or conflict with any provision of your charter, by-laws, partnership agreement, trust agreement or other constitutional document.
8.1.8 Your acquisition or purchase of any Tokens is not and shall not be connected to financial investment purposes in any way, but is to access the services provided by the Issuer or any third party in accordance with these Terms.
8.1.9 You have never engaged, are not engaging and shall not engage in conduct or dissemination of information that you know or ought to know will (or in respect of prior conduct, that you knew or ought to have known would) impact the price of Tokens and/or that could constitute the manipulation or abuse of any secondary market on which Tokens can be traded.
8.1.10 You have fully and carefully reviewed these Terms and the code of the Token Smart Contracts (as defined below). Accordingly, you understand and accept that (i) any acquisition, utilisation, retention, or disposal of any Tokens, and (ii) any utilisation of any of the services associated with any Tokens may expose you to significant financial, regulatory and/or reputational risks (including, but not limited to, the non-exhaustive list of risks detailed in Appendices 1 and 2 of these Terms).
8.1.11 You are acting on your own behalf and not for the benefit of any other person.
8.1.12 In the event that you identify or become aware of any discrepancies between the computer software code of the Token Smart Contracts (as defined below) and the written text of this document, you will notify the Issuer immediately, providing comprehensive details of the relevant issues.
8.1.13 You shall (at your own expense) promptly execute and deliver such documents and perform such acts as the Issuer may reasonably require from time to time for the purpose of giving full effect to these Terms.
9. Non-Refundable Status of Any Purchase Monies or Contributions
All purchase monies or funds that will, are or have been provided by you in consideration for the acquisition of Tokens and that are under the control of the Issuer to be used (in the Issuer’s sole and absolute discretion) to support the development, testing, deployment and operation of the Issuer Protocol and Tokens, and the promotion and development of Blockpass Verification Services, when applicable, are non-refundable. You agree and acknowledge that you have no right to request a refund from the Issuer for any reason and are not entitled to receive monetary or other compensation from the Issuer in respect of any purchase monies or funds that remain in whole or in part unused.
10. Exchange Facilities
The Issuer does not provide any guarantee or assurance that there will be an active secondary market where you can readily buy, sell or trade your Tokens.
11. Intellectual Property
11.1 The purchase, ownership, receipt, or possession of Tokens carries no rights, express or implied, other than the right to use Tokens for the purposes described in these Terms (subject to the successful implementation and continued operation of the Issuer Protocol, and the availability of Blockpass Verification Services where relevant). In particular, you understand and accept that Tokens do not represent or confer any legal or beneficial ownership right or other proprietary interest in any property of the Issuer, or any share, security, or equivalent rights, or any right to receive future revenue shares, Intellectual Property rights or any other form of participation in or relating to the Issuer Protocol and/or the Issuer, other than any rights relating to the provision and receipt of services via and in connection with the Issuer Protocol, subject to these Terms.
11.2 “Intellectual Property” means any patents, utility models, improvements rights to inventions (whether or not capable of protection by patent registration), copyright and neighbouring and related rights, moral rights (whether or not asserted), trademarks (whether or not registered) and service marks, business/trading names and domain names, rights in get-up and trade dress, goodwill and the right to sue for Tokens off or unfair competition, rights in designs (whether or not registered), rights in computer software, database rights, rights to use, and protect the confidentiality of confidential information (including know-how and trade secrets) and any and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals, reversions or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
12. Entire Agreement
12.1 These Terms represent the entire agreement (and understanding) between the Issuer and you, and supersedes any previous dealings between the parties relating to the subject matter of these Terms.
12.2 In entering into these Terms, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.
13. Nature of the Terms
Nothing in these Terms is intended to, or shall be deemed to establish any partnership or joint venture between you and the Issuer, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14. Interpretation
All determinations and calculations under, and any interpretation of these Terms, will be undertaken by the Issuer (in its sole and absolute discretion) and that as between the parties to these Terms, such determinations, calculations and interpretations will be final and binding.
15. Token Smart Contracts
15.1 Certain operational aspects of your access to and use of Tokens are controlled by sets of smart contract code, as issued, deployed, supported and maintained by the Issuer from time to time (each such set, a “Token Smart Contract”). Details of the addresses on the relevant public network blockchains for the current Token Smart Contracts can be found at the address provided in the technical details section above.
15.2 In the event of any conflict between the code in any of the Token Smart Contracts and these Terms, the provisions of these Terms shall prevail.
15.3 In the event that the Issuer identifies or is made aware of any discrepancy between the software code of any of the Token Smart Contracts and the text of this document, the Issuer will use reasonable endeavours to rectify such discrepancy.
15.4 All Token Smart Contracts will be deployed by the Issuer from the applicable jurisdiction. Accordingly, you acknowledge that any transfer of title to Tokens effected by the operation of any Token Smart Contract will take place in the jurisdiction.
15.5 The Issuer reserves the right in its sole and absolute discretion to change such official name designation at any time and from time to time, by operation of a name change function incorporated into the Token Smart Contracts.
16. Notices
16.1 For the purposes of these notice provisions, ‘notice’ includes any form of official communication from the Issuer to you. A notice given to you under or in connection with these Terms:
a) shall be in writing and in the English language;
b) shall in respect of any variation to these Terms, be uploaded online on the Issuer’s website and by updating the “Last update” date above;
c) shall in respect of any variation to aspects of the Tokens, be notified by posting a Protocol Update Notice as soon as reasonably practicable at https://blockpass.org/terms/. Alternatively, or in addition, Blockpass may also at its discretion elect to send you equivalent notification via your local copy of the Blockpass App or Blockpass WebID;
d) May in respect of any type of notice be sent to you via the contact email address provided by you.
16.2 Delivery of a notice is deemed to have taken place at the time of sending or uploading unless such time would occur outside business hours in the place of deemed receipt, in which case it shall be deemed to have been received at 9.00 am on the day when business next starts in the place of deemed receipt. For the purposes of this clause, all references to time are to local time in the place of deemed receipt.
16.3 To prove service via email, it is sufficient for the Issuer to prove that the email containing the notice was properly addressed, and left the Issuer’s computer systems and no erroneous transmission report was received advising that the email was not successfully delivered.
16.4 These notice provisions do not apply to the service of any proceedings or other documents in any legal action or any arbitration or other method of dispute resolution, which are instead subject to the notice provisions described in their specific clauses.
17. Severance
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any relevant jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this severance provision shall not affect the validity and enforceability of the rest of these Terms.
18. Indemnity
18.1 To the fullest extent permitted by the applicable laws and regulations, you will indemnify, defend and hold harmless the Issuer and the Issuer’s 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 (each, an “Issuer Party”, and collectively, the “Issuer Parties”) from and against all claims, damages, liabilities, losses, costs and expenses (including lawyers’ fees and including for the avoidance of doubt any fines or other sanctions imposed on the Issuer and/or any other Issuer Party as a result of any alleged breach of applicable law or regulation) that arise from or relate to: (i) your access to, acquisition, retention, use or disposal of any Tokens; (ii) your access to or use of any of the services attached to any Tokens; or (iii) any other violation of these Terms by you.
18.2 We reserve the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification pursuant to these Terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in these Terms or any other written agreement between you and any one or more of the Issuer Parties.
18.3 Without prejudice to any other right or remedy the Issuer may have, you shall indemnify the Issuer against all costs and expenses incurred by the Issuer in investigating your affairs and in rescinding or terminating these Terms in the event that your circumstances or actions cause the Issuer to incur such costs and expenses.
19. Waiver
19.1 A waiver of any right or remedy under these Terms or by law is only effective if it is given in writing. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.
19.2 A failure or delay by the Issuer to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.3 A party that waives a right or remedy provided under these Terms or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
20. Third Party Rights
No one other than a party to these Terms, their personal representatives, successors and permitted assigns shall have any right to enforce any of these Terms.
21. Rights and Remedies
21.1 Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of any rights or remedies provided by law.
21.2 Without prejudice to any other rights or remedies that the Issuer may have, you acknowledge and agree that damages alone may not be an adequate remedy for the Issuer in respect of any breach by you of these Terms. Accordingly, the Issuer shall be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms (including, for the avoidance of doubt and without limitation, in relation to your undertaking not to engage in market abuse or market manipulation).
22. Variation
22.1 The Issuer may, in its sole and absolute discretion, and from time to time, vary any or all of these Terms, or may vary, suspend or terminate any aspects of the Tokens (or the rights attached or the services related to such Tokens) immediately and without prior notice to you (such notice to be provided as soon as is reasonably practicable after the event described in this clause has occurred) if:
22.1.1 the Issuer ascertains that there has been a change in any law or any regulation applicable to any matter arising under or in connection with these Terms, and that such action is necessary or prudent to ensure continued legal and regulatory compliance; or
22.1.2 the Issuer identifies any flaws, bugs, defects or inconsistencies in the source code that could compromise the predictability, usability, functionality, stability, and/or security of Tokens.
22.2 Subject to clause 22.1, in all other circumstances, the Issuer may, in its sole and absolute discretion, and from time to time, vary these Terms upon giving you reasonable notice of the proposed variations. The variations will come into effect and if on and from that date you are still in possession or use Tokens, you will be deemed to have accepted the variations.
23. Governing Law and Dispute Resolution
23.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the British Virgin Islands.
23.2 Subject to the mediation provisions in sub-clause 23.6, all disputes (including non-contractual disputes or claims) arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
a) The number of arbitrators shall be one.
b) The seat or legal place of arbitration shall be London.
c) The language to be used in the arbitral proceedings shall be English.
d) The governing law of this arbitration agreement shall be the substantive law of the British Virgin Islands.
e) All hearings shall be held in private, unless the parties to these Terms agree otherwise in writing.
23.3 The parties undertake as a general principle to keep confidential all awards in their arbitration, together with all materials in the arbitration created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a state court or other legal authority.
23.4 The deliberations of the arbitral tribunal shall remain confidential to its members, save as required by any applicable law and to the extent that disclosure of an arbitrator’ refusal to participate in the arbitration is required of the other members of the arbitral tribunal under Articles 10, 12, 26 and 27 of the LCIA Rules.
23.5 In relation to the arbitration, you further agree that:
23.5.1 the Issuer may effect delivery to you of any written communication in connection with the arbitration by electronic means using your contact email address; and
23.5.2 you will effect delivery to the Issuer of any written communication in connection with the arbitration at the registered address of the Issuer as stated in this document.
23.6 If any dispute arises in connection with circumstances relating to these Terms the parties will, within thirty (30) calendar days of a written request from one party to the other, meet in a good faith effort to resolve the dispute, in accordance with the following procedure:
a) If the dispute is not wholly resolved at that meeting, the parties agree to enter into mediation to settle such a dispute and will do so in accordance with the CEDR Model Mediation Procedure (unless otherwise stated in the form).
b) Unless otherwise agreed between the parties within fourteen (14) calendar days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (“ADR Notice”) to the other part(ies) to the dispute, referring the dispute to mediation. A copy of the request should be sent to CEDR.
c) Unless otherwise agreed, the mediation will start not later than thirty (30) days after the date of the ADR Notice.
d) No party may commence any arbitration or court proceedings in relation to any dispute arising out of these Terms until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
23.7 In relation to mediation, you further agree that: (a) the Issuer may effect delivery to you of any written communication in connection with this mediation by electronic means using your contact email address; and (b) you will effect delivery to the Issuer of any written communication in connection with this mediation at the email [email protected]
23.8 You waive the right to participate in any class action lawsuit, class arbitration or any other type of representative proceeding against the Issuer relating to (i) the access to, acquisition, retention, use or disposal of any Tokens; and/or (ii) the access or use of any of the services attached to any Tokens.
24. Costs
Except as expressly provided in these Terms, you shall pay your own costs and expenses incurred in connection with these Terms.
25. Exclusions and Limitations of liability
25.1 To the maximum extent permitted by the applicable laws and regulations, the issue of Tokens and the provision of all associated services by the Issuer pursuant to these Terms are provided “as is” and on an “as available” basis without any representations, warranties, promises or guarantees whatsoever.
25.2 To the maximum extent permitted by the applicable laws and regulations, the Issuer disclaims all representations and warranties, whether express, implied or statutory, with regard to the foregoing, including, without limitation:
25.2.1 any warranty with respect to the content, information, availability of, or uninterrupted access to any services (including the maintenance and operation of the Token Smart Contracts and ensuring the operation of the Token Smart Contracts in a manner consistent with these Terms) or products provided through or in connection with Tokens;
25.2.2 any warranties of title or implied warranty of merchantability or fitness for a particular purpose; and
25.2.3 any warranties as to the legitimacy or characterisation of the Tokens and any services associated with such Tokens under any applicable law (including any applicable tax law) or regulation in any and all relevant jurisdictions.
25.3 To the maximum extent permitted by the applicable laws and regulations, in no event will the Issuer be responsible or liable, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, breach of trust, breach of fiduciary duty or otherwise, for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, investment opportunities, data use, goodwill or other intangible losses) regardless of whether the Issuer has been advised of the possibility of such damages, liabilities, losses, costs or expenses arising out of or in connection with:
25.3.1 the acquisition, retention or disposal of Tokens or with the use of any services associated with such Tokens;
25.3.2 any provision of or failure to provide the services associated with Tokens;
25.3.3 any reliance on, or decision made on the basis of, information or material provided by the Issuer (including without limitation, as part of these Terms);
25.3.4 any acts, omissions, statements or representations of any third party;
25.3.5 any matter affecting the utility, legitimacy, legality or characterisation of Tokens or any associated services caused by circumstances beyond the Issuer’s reasonable control;
25.3.6 any change in the value of any cryptocurrency subsequent to any transfer by you directly or indirectly of purchase monies or funds in the form of such cryptocurrency to the Issuer in consideration for the issue to you of Tokens, either directly or via any third party;
25.3.7 unauthorized access, use or alteration of your Tokens;
25.3.8 the failure of the software code of any of the Token Smart Contracts to operate in a manner that is consistent with these Terms;
25.3.9 any suspension of, any delay or failure to provide notice of any suspension of, or any alleged delay in suspending or any alleged failure to suspend the operation of any of the Token Smart Contracts (in whole or in part) for security reasons; or
25.3.10 the failure to receive in any way the transmission of any data, content, funds or property from you.
25.4 To the maximum extent permitted by the applicable laws and regulations, in no circumstances will the aggregate liability of the Issuer, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, breach of trust, breach of fiduciary duty or otherwise, arising under or in connection with these terms exceed €1,000.
25.5 For the avoidance of doubt, nothing in these Terms limits any liability which cannot legally be limited.
26. Force Majeure
The Issuer shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure results from events, circumstances or causes beyond its reasonable control including, without limitation, acts of God, accident, fire, floods, hurricanes, pandemic (such as avian flu or coronavirus), riots, civil commotion, malicious damage (other than malicious damage caused by its employees), acts of war, hostilities, acts of third parties (but excluding acts of its own subcontractors) and acts of government and parliamentary authority. In such circumstances the time for performance shall be extended by a period equivalent to the period during which the performance of the obligation has been delayed or failed to be performed.
27. Authentic language
If these Terms are translated into any language other than English, the English language version shall prevail.
APPENDIX 1
STANDARD RISKS
By accepting these Terms, you expressly acknowledge and to the fullest extent permitted by the applicable laws and regulations, assume sole responsibility for the following risks:
Tokens are not controlled by the Issuer – The Issuer does not have access to your private keys. If you lose access to your Tokens there is nothing that the Issuer can do in terms of restoring Tokens to you. You are therefore solely responsible for implementing and maintaining adequate security measures for the private keys associated with any such address.
Amendment, suspension or termination due to ongoing legal advice – As of the date of these Terms, the Issuer continues to seek legal advice on a number of matters relating to the Tokens. Such legal advice may result in changes (including suspension or termination) to any of the operation of a Token distribution, initial coin offering or similar, the structure of and rights attached to Tokens, or the servicing of such rights by the Issuer. Any such changes may have adverse effects on the utility and legitimacy of Tokens.
Limited Availability of Sufficient Information – While prospective and current Registered Token Holders will have access to key information in relation to the Issuer Protocol, the Token Issuance Programme, and the structure of and rights attached to Tokens, each of these elements is still in a relatively early development phase and subject to adjustments and updates from time to time. Accordingly, prospective and current Registered Token Holders may not have full access to all relevant information prior to acquiring, utilising or divesting of any Tokens.
Legal and regulatory characterisation and compliance – The Tokens, Token distribution, initial coin offering or similar, the structure of and rights attached to Tokens, and/or the servicing of such rights by the Issuer may be regulated by the legal and regulatory authorities of a number of jurisdictions globally, as well as subject to evolving and untested legal and regulatory frameworks. Changes in regulatory or legal policies, or to the substance or interpretation of regulatory or legal frameworks may adversely impact on the utility, legitimacy, legality, or legal or regulatory characterisation of Tokens. To the extent permitted by the applicable laws and regulations, such legal and/or regulatory risks in any relevant jurisdiction howsoever arising shall be borne by you as a Registered Token Holder alone and shall not in any way be the responsibility of the Issuer. Prospective and current Token Holders should consider consulting their legal advisors prior to the acquisition of any Tokens and are solely responsible for ensuring that their acquisition, holding or disposal of any Tokens and their use of any services associated with such Tokens comply with all applicable laws and regulations in all relevant jurisdictions.
Non-completion/Non-compliance with Customer Due Diligence Requirements – You may suffer losses if you fail to satisfy at any time the Issuer’s customer due diligence requirements (including as set out in the Customer Due Diligence Policy).
Compromised Cryptographic Protections – Cryptography-based security is an evolving area of research and there can be no guarantee that its current applications will be comprehensively effective at all times. Advancement in cryptography technologies and techniques are therefore unpredictable and developments such as (but not limited to) code cracking, the emergence of artificial intelligence-based tools and/or quantum computers could undermine or render ineffective cryptography-based systems including Tokens and/or the consensus mechanism underpinning the Ethereum Blockchain (or other relevant public blockchain networks, which may include for example, the NEO Protocol), resulting in the potential theft, loss, disappearance, destruction, devaluation or diminution in utility of Tokens.
Abandonment or Development Failure – The Issuer’s plans for the development of the Issuer Protocol are technically complex and to a degree involve new and relatively untested technologies, and the Issuer may encounter challenges in their implementation that are unforeseeable and/or unresolvable. Consequently, such development plans could fail or fail to function as intended, terminate or be delayed at any time for any reason (including, without limitation, on account of a lack of funds). Development failure or termination may render Tokens non transferable, or reduce the utility of or render obsolete any Tokens.
Theft of Token Sale Proceeds – The Issuer will endeavour to adopt industry best practices in maintaining secure and safe custody of the funds received from the sale of Tokens. Nevertheless, the Issuer and/or the Tokens Distributors (when applicable) may be subjected to attempts to steal such funds by sophisticated cyber-criminals and successful thefts may still occur. Any theft of Tokens sale proceeds could undermine the ability of the Issuer to provide funding for the development or maintenance of the Issuer Protocol.
Flaws in Source Codes – Although the Issuer has adopted and will adopt various quality assurance and audit procedures to help ensure that the source codes underpinning the Token Smart Contracts reflect their intended operation, they cannot be guaranteed to be error-free. Source codes may contain flaws, bugs, defects or inconsistencies that could compromise the predictability, usability, functionality, stability, and/or security of Tokens.
Source Code Updates – Source code modifications can lead to unexpected or unintended outcomes that may adversely affect the utility and integrity of Tokens, the Issuer Protocol and/or any associated services. As more fully set out in clause 23 of Section IV the Issuer will not be liable for any losses or other adverse outcome suffered by any prospective, current or former Tokens Holders as a result of such updates. Source code modifications that constitute upgrades to the Token Smart Contracts may be required in connection with the development of Tokens and/or services associated with such Tokens. If you fail to participate in any such upgrades, you may no longer be able to use some or all of your Tokens and your non-upgraded Tokens may lose some or all of their functionality.
Risk of Mining Attacks – The utility and integrity of any Tokens, the Issuer Protocol or any associated services may be undermined if the stability, integrity or security of the underlying public blockchain network (which initially will be the Ethereum Protocol and may subsequently expand or migrate to include others such as the NEO Protocol) is compromised. As these public blockchain networks are unpermissioned protocols, Tokens are potentially susceptible to bad faith attacks by the miners that are responsible for validating transactions, including double-spend attacks, majority mining power attacks and selfish-mining attacks, any of which could compromise the accurate execution and recording of transactions involving such Tokens.
Compromised Security – The public blockchain networks underpinning Tokens comprise open source software and unpermissioned distributed ledgers. Accordingly, anyone may intentionally or unintentionally compromise the core infrastructural elements of such Tokens and their related Token Smart Contracts, resulting (either directly or following any suspension of such Token Smart Contracts) in their loss or diminution in their value, utility or functionality (including the temporary or permanent loss or restriction of access to the rights and services to which holders would otherwise be entitled in respect of such Tokens).
Distributed Denial of Service and Other Cyber-Attacks – The technology infrastructure supporting Tokens and the Issuer Protocol is and will be connected to a number of public and unpermissioned systems and is therefore at risk of cyber-attacks from hackers or other malicious actors attempting to subvert or compromise the operation of such systems, including distributed denial of service, Sybil, consensus-based, malware, smurfing or spoofing attacks. Such attacks could result in delays in Token transactions being recorded to the underlying public blockchain network and in extreme scenarios, render Tokens and/or the Issuer Protocol at any time, unusable for an extensive and undefined period of time.
Inadequacy of Processing Power – The ramp up of the platform supporting the Issuer Protocol may be accompanied by sharp increases in demand for processing power, leading to destabilisation and increased exposure to fraudulent transactions, which may adversely impact its usability, stability and security.
Unauthorised Access to / Use of Tokens – Tokens can be transferred or exploited in bad faith by any person who successfully gains access to the wallet or private keys linked to a Token Address through the use of hacking techniques, such as phishing scams or cracking the relevant Token Holder’s password. You are and will be solely responsible for implementing and maintaining adequate security measures (including but not limited to the use of two-factor authentication) for any wallet or private keys that you use to access and control your Tokens.
Forking – The temporary or permanent existence of forked blockchains on the public blockchain networks underpinning the Tokens could adversely impact the utility of such Tokens and the operation of the platform supporting the Issuer Protocol.
Popularity – The utility or the price of the Tokens is dependent on the popularity of the Issuer Protocol and the services associated with and accessible via such Tokens. A lack of active users could negatively impact the development and maintenance of the Issuer Protocol and its associated services, resulting in a loss or reduction in the utility of even the prices of the Tokens.
Price Volatility and Liquidity – As with many cryptographic tokens, Tokens may exhibit volatile prices and a lack of liquidity in secondary markets. The Issuer provides no guarantee or assurance that any Tokens acquired by any prospective or current Token Holder(s) will be readily transferable for value to third parties, whether through established trading exchanges or otherwise.
The Issuer’s Exposure to Cryptographic Tokens – The Issuer will hold certain funds in cryptographic tokens as a result of the issuance and sale of Tokens, which may in its sole and absolute discretion be converted over time in whole or in part into fiat currencies. Unfavourable fluctuations in the value of such Tokens could result in the failure or abandonment of the Issuer Protocol.
Potential Competitors – Other persons or groups may attempt to establish platforms that compete with or even outperform the Issuer Protocol, rendering it obsolete.
Third Party Developers & Suppliers - The Issuer Protocol will act as an open-access framework to accommodate various types of third party services, decentralized applications, smart contract programmes and ancillary services. The Issuer neither intends nor has the capabilities to scrutinize to any extent any applications, programmes or services to be developed on, connected to or otherwise associated with the Issuer Protocol.
Privacy and Data Protection Issues – The Issuer may collect personal information from prospective, current and former Token Holders. The collection and handling of such information is subject to the applicable laws and regulations on data protection, which could result in considerable financial resources being utilised to support compliance frameworks and potentially to settle fines or sanctions in the event of any breach, thereby limiting or undermining the development of the Issuer Protocol.
Tax Matters Relating to the Issuer’s Operations – If any tax authority successfully challenges the Issuer’s operational structure of its interpretation of any related tax liabilities, such liabilities could increase substantially. As a result, the financial resources of the Issuer (and consequently, the opportunity to use such resources to develop and support the Issuer Protocol) could be adversely impaired.
Tax Matters Relating to Tokens – The purchase, retention, utilisation or disposal of Tokens may have reporting implications and liabilities for holders of such Tokens. Furthermore, the taxation of cryptocurrencies is a complex and evolving area and the characterisation of Tokens and their associated rights may be subject to change. Such liabilities, obligations and re-characterisation risks shall be borne by the holders of Tokens entirely and solely. Prospective, current and former Token Holders should properly consider consulting their tax advisors prior to the acquisition of any Tokens and are solely responsible for ensuring that their acquisition, holding or disposal of Tokens and their use of any services associated with such Tokens comply with all tax laws and regulations in all relevant jurisdictions.
APPENDIX 2
SPECIFIC RISKS
Risks Relating to the Identity Verification Services Market – Blockpass Verification Services are potentially subject to a variety of national and international laws and regulations, including (without limitation) those governing KYC/Anti-Money Laundering and customer due diligence procedures, privacy and data protection, consumer protection and data security. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting these services could be enacted, which could impact the utility of Tokens. Furthermore, the providers of such services may be subject to industry-specific laws and regulations or licensing requirements. If any of these providers fail to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the development of the Blockpass Protocol could be adversely affected, and the utility and even the prices of Tokens could be negatively impacted as a result.
General Risks Relating to the Use of the Internet or Other Electronic Medium – In addition to the risks described elsewhere in Appendixes 1 and 2, any use of the internet or other electronic media for the transmission of any communication, transaction or other information exposes you to the following risks:
2.1 Unauthorised access/use, hacking or identity theft relating to the use of authentication technologies by or on behalf of the Issuer;
2.2 Failures or delays in the transmission or communication of information; and
2.3 Damage to the computer equipment you use in connection with any Tokens or the Blockpass Protocol caused by harmful agents (including any computer virus, malicious programs or harmful component).