These Terms constitute a legally binding contract between the Company and the Purchaser (the Parties).
PlayChip tokens – shall mean the PlayChip cryptocurrency issued by the Company within Initial sale and ICO;
- Bitcoin – is the name of the cryptocurrency (bitcoin.org) allowed for purchasing the PlayChip tokens;
- Company – shall mean PlayChip Foundation Ltd, 48 Epsom Rd Zetland NSW 2017;
- ETH – is the name of the cryptocurrency (ethereum.org) allowed for purchasing the PlayChip tokens;
- ICO – shall mean the Initial coin offering of the PlayChip tokens as set forth in these Terms;
- Initial sale – shall mean the pre-sale event of the ICO as set forth in these Terms;
- Platform – shall mean the fantasy sports and betting systems developed by the Company;
- Purchaser – shall mean anyone who acquires the PlayChip tokens during the Initial sale or the ICO directly from the Company or at the secondary market;
- Terms – shall mean these Terms and Conditions as amended from time to time;
- Wallet – shall mean the technical solution to store the private and public keys of the wallet and to send and receive coins (i.e. cryptocurrencies and other cryptographic tokens);
- Website – shall mean the website of the Company https://playchipstage.wpengine.com/;
- Whitepaper – shall mean the informative document describing the technical and business aspects of the PlayChip tokens and the Platform.
- These Terms shall govern the sale of the PlayChip tokens during the Initial sale and the ICO, the rights of the Purchaser resulting from holding the PlayChip tokens and the purchasing of PlayChip tokens on a secondary market.
- These The PlayChip tokens are a utility token and are not intended to qualify as securities or a security token. The Initial sale and the ICO are not intended to qualify as an offering of securities or any other means of investment in any jurisdiction.
- These Terms, the Whitepaper or any other document are not intended to qualify as a solicitation for investment, as a prospectus or any other offering document.
- The Company may, at its sole discretion, amend these Terms from time to time without notice to the Purchaser. All amendments and supplements to these Terms become binding to the Purchaser as of the moment of posting these Terms on the Website.
- The $-Bitcoin and $-ETH exchange rate shall be determined based on the exchange rate published on https://coinmarketcap.com/ as at the time of the incoming payment received to the Wallet of the Company
- AUD and USD conversion shall be determined according to xe.com.
- The PlayChip tokens shall be freely transferable after the Initial sale and the ICO.
- These Terms or the Whitepaper have not been subject to any regulatory approvals, checks or registration.
- The Purchaser may contact the Company for any questions regarding these Terms or the Whitepaper via enquiry form available on the Website or by emailing [email protected]
Conditions for Purchasing Tokens in the initial Sale and the ICO
- The Purchaser may purchase the PlayChip tokens directly from the Company within the period of the Initial sale or the ICO.
- The Company shall issue 100,000,000,000 PlayChip tokens in the Initial sale and the ICO. There will not be generated any further PlayChip tokens after this.
- The Company intends to distribute PlayChip tokens as follows:
- 21% of the PlayChip tokens shall be made available to the Purchasers within the period of the Initial Sale and the ICO;
- 10.2% of the PlayChip tokens shall be distributed to the Founders, Advisors and Charities of the Company;
- 42% of the PlayChip tokens shall be distributed to the PlayChip Foundation for future distributions to grow the PlayChip community in accordance with the mandate of the PlayChip Foundation;
- 26.8% of the PlayChip tokens shall be distributed to the the Operational buckets;
- The Purchaser shall buy the PlayChip tokens through the Website.
- In order to receive the tokens after the Token Generation Events the Purchaser must have an applicable Wallet into which the PlayChip tokens purchased shall be transferred.
- The PlayChip tokens shall be purchased by Bitcoin, ETH, Bank Transfer and Credit Card.
- Conditions of the Pre ICO:
- The Pre ICO will start 12:00am EDT on 1 June 2018 and will end 11:59 EDT on 26 July 2018. The Company shall have the right to extend the Pre ICO by sixty (60) days in its sole discretion.
- The issuance and transfer of the PlayChip tokens to the Wallets of the Purchasers will take place within two weeks as of the end date of the Pre ICO but latest on 30 August 2018, or in case the Company has decided to extend the Pre ICO, within two weeks of such extended date.
- During the ICO the price of one PlayChip token shall be $ 0.01 each and can only be paid in Bitcoin, ETH, AUD and/or USD.
- In order to purchase PlayChip tokens during the Pre ICO the Purchaser shall register using a registration and purchase form available on the Website and submit proof of identity and address following the instructions on the Website. The payment for the PlayChip tokens to be purchased shall be made using the payment instructions provided during the purchase process.
- In order to receive the PlayChip tokens purchased the Purchasers shall be requested to provide their ETH Wallet address.
Presentation and Warranties
- By participating in the sale of the BETR tokens through the Platform the Purchaser fully agrees with the Terms herein. The Purchaser acknowledges that if the Purchaser does not agree to the Terms herein the Purchaser may not purchase the BETR tokens.
- By participating in the sale of the BETR tokens during the Initial sale and the ICO the Purchaser represents and warrants to the Company that:
- The Purchaser has carefully reviewed these Terms, the Whitepaper and any other relevant documents and agrees to be bound by these Terms;
- The Purchaser understands the costs and benefits of purchasing the BETR tokens;
- The Purchaser understands and accepts the risks set in the Appendix to these Terms;
- The Purchaser has consulted with a legal, financial, accounting, and/or tax professionals in its resident jurisdiction as deemed necessary by the Purchaser for making an informed decision for acquiring the BETR tokens;
- The Purchaser understands that the Company provides no advice and makes no representation as to the tax implication of any jurisdiction. Content of the documents presented by the Company are not intended to provide any tax advice;
- The Purchaser is not restricted to purchase the BETR tokens as set in Section 3 of these Terms;
- The Purchaser has the full legal capacity under the laws of the jurisdiction the Purchaser is domiciled to enter into these Terms, including that the Purchaser is at least 18 years old and meets any other full legal capacity requirements;
- Being a representative of a legal entity, the Purchaser has the full right of representation (either an authorisation or right of representation arising from the law) to purchase the BETR tokens and to accept and enter into these Terms on behalf of the legal entity;
- The Purchaser has sufficient level of understanding of the technical and economic aspects of the ICO and the BETR tokens, including but not limited to the understanding of cryptographic tokens (like Bitcoins and ETH), smart contracts, cryptographic wallets, blockchain and any other aspect in respect of these Terms in order to understand the benefits and risks of the ICO and purchasing of the BETR tokens;
- 5.2.10. The Purchaser understands and accepts that the BETR tokens do not represent any ownership right (a share or other similar tradeable right), dividend, share of profit or any other rights which any of the ownership rights may encompass;
- The Purchaser acknowledges that the Company is not required to provide refund for any reason after the purchase of the BETR token and that all purchases are final;
- The Purchaser is able to financially bear the fluctuations in price of the BETR tokens;
- The Purchaser has received sufficient information by the Company in these Terms, in the Whitepaper and in any other relevant document in regard to the BETR, all aspects of the ICO and the risks related hereto;
- The Purchaser acknowledges that the information provided to the Purchaser on the Website, in the Whitepaper or any other documents related to the Company, the BETR tokens, or the ICO may not be exhaustive and complete. The Purchaser should obtain additional information on its own in order to receive more information on the Company, the BETR tokens, the ICO and the elements of ICO, if it is deemed necessary by the Purchaser;
- The Purchaser acknowledges that the BETR tokens shall be provided on an “as is” basis and without any representation or warranties of any kind;
- The Purchaser does not purchase the BETR tokens for any illegal or non-ethical purpose.
- The Purchaser agrees for being solely responsible for determining the amount of any taxes that the Purchaser may owe as a result of these Terms, ICO and PlayChip tokens, and is solely responsible to collect, report and remit any such taxes required under law applicable to the Purchaser. The Purchaser is obliged to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with this ICO and the receipt, holding, use, purchase, appreciation or trading of the PlayChip tokens.
- The Company has no responsibility to collect, report or remit any applicable taxes in connection with these Terms, ICO and PlayChip tokens, unless so foreseen by mandatory Australian laws.
- The Purchaser must provide full and correct data to the Company which may be necessary for determining taxable status of payments made by the Company, including information evidencing the tax residency of the Purchaser. The Company has a right to withhold the payments of the Distributable Revenue to the Purchaser if the taxable status is unclear up to the moment the taxable status and tax related obligations of the Purchaser become clear to the Company.
- The Purchaser hereby agrees to fully indemnify, defend and hold the Company (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with these Terms, ICO and the PlayChip tokens.
The Purchaser is responsible for maintaining adequate security for purchasing, storing and using the PlayChip tokens, including the safe-keeping any private keys, identification or log-in details.
- To the fullest extent permitted by any applicable law, the Purchaser shall indemnify to the Company and any of its affiliates, directors, officers or employees for all damages, losses, costs, fines and penalties subject to compensation in any jurisdiction which the persons outlined in this Section suffered, incurred or received as a result the Purchaser breaching any of the representations, warranties or any other obligations set forth in these Terms.
- The Purchaser shall also indemnify any damages, costs or expenses subject to compensation under any jurisdiction incurred due to any third party claim against the Company and any of its affiliates, directors, officers or employees arising from the breach of warranty, representation or any other obligation set forth in these Terms.
- The Company shall not liable for any damages suffered by the Purchaser as a result of force majeure or any other actions beyond the control of the Company.
- If the Company or any of its affiliates, directors or employees incur any costs or expenses as a result of any enquiries by the regulators or enforcement actions by the supervisory authorities or are subject to any other legal action, the Purchaser shall compensate any such costs or expenses incurred.
- The Company shall not be liable for any unauthorised or illegal participation in and purchase of the PlayChip tokens during the Initial sale and the ICO as set in Section 2 of these Terms.
- The Company shall not liable for any damages or losses (including substitution of the PlayChip tokens lost) resulting from the Purchaser not implementing sufficient measures to secure its Wallet or the PlayChip tokens.
- The Company shall not be liable for any damages or losses the Purchaser has incurred if any of the risks set in the Appendix materialise.
Jurisdiction, Dispute Resolution and Other
- The Company and the Purchaser agree to make good faith efforts to negotiate and resolve any dispute, controversy or claim arising between the Parties relating to these Terms.
- These Terms are governed by the laws of Australia.
- If the Parties, or their representatives, are unable to resolve the dispute within 30 days by negotiations then any dispute, controversy or claim arising out of these Terms, or the breach, termination or invalidity thereof, which the Parties have failed to solve by negotiations, will be settled in NSW.
- If any clause or provision in these Terms is held unlawful, void or unenforceable, then that clause or provision will not affect the validity or enforceability of any of the remaining parts of these Terms.
- The participation and purchase of the PlayChip tokens carries significant risk. If any of the risks outlined below materialise it could have a severe negative impact on the ICO or the Company (including but not limited to the impossibility of continuing a business or the bankruptcy of the Company) and the Purchasers may lose all the funds invested into the ICO.
- Prior to purchasing the PlayChip tokens the Purchaser should carefully consider the risks outlined below, the information stated in these Terms, the Whitepaper or in any other relevant document and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals in the jurisdiction the Purchaser is a resident.
- There is a risk in regard to the changes to the legislation and taxes as well as to the interpretation of the legislation and the taxable status of the ICO and the tokens by the respective regulators and authorities.
- Cryptocurrencies and financing through cryptographic tokens (ICO) are being, or may be, subject to regulatory control by various regulatory bodies within different jurisdictions. The approach by the regulators towards the cryptocurrencies, cryptographic tokens and ICO-s may change rapidly. The Company could be impacted by the regulatory enquiries or actions in different jurisdictions from time to time which could impede or limit the ability to carry out the ICO, allow respective Purchasers from different jurisdictions to participate in the ICO or continue the development of the Platform. This uncertainty significantly rises the risks connected with participating in the ICO or with acquiring and using of the PlayChip tokens.
- The PlayChip tokens are intended to be placed for trading on a secondary market for cryptographic tokens after the ICO, however, the Company cannot guarantee this. The circulation and trading with the PlayChip tokens after the ICO on the secondary market depends whether the PlayChip tokens are admitted to trading by the respective secondary market exchange provider. There is a risk that the PlayChip tokens will not become available for trading on the secondary market.
- There is a risk of lack of stability and functioning of the secondary market exchanges for the cryptocurrencies as these exchanges are new and unregulated. This makes the secondary market exchanges more vulnerable to the cases of fraud, business or technical failure or new regulations limiting their functioning. There is also a risk that an active trading market for the PlayChip tokens shall not develop or sustain.
- There is a risk that the price of the PlayChip tokens could experience extreme volatility from time to time as the cryptographic tokens are and have been subject to extreme fluctuations in price. The volatility of the PlayChip tokens could differ between different jurisdictions as a result of approach towards the cryptographic tokens and the ICOs by the respective regulators within these jurisdictions.
- The Website, the Whitepaper, these Terms and any other document related to the ICO may include forward-looking statements, including expected technical or economic results. There is a risk that these forward-looking statements differ significantly as there is a possibility that the predictions in the forward-looking statements shall not occur. Thus, the Purchaser shall not be able to base his/her expectations for future success or failure or on the forward-looking statements.
- There is a risk that the PlayChip tokens, Wallets or any other website or platform are open to attacks by the hackers which could result for the Purchaser or the Company in losing any of the cryptographic currencies or other tokens (including but not limited to the PlayChip tokens) or have severe impact on the ICO or the Platform.
- There is a risk that anyone may introduce weaknesses or bugs into the core infrastructural elements of the PlayChip tokens causing the system to lose PlayChip tokens for one, several or all the Purchasers.
- There is a risk of stealing the PlayChip tokens or the cryptographic currencies which shall be transferred in between the Company and the Purchaser.
- There is a risk that the Platform may not be developed in the manner and to the extent as described in the Whitepaper regardless of the amount of funds raised within the ICO.
- There are unknown amount of technical risks and uncertainties related to the ICO, the cryptocurrencies, the PlayChip tokens and any other element of the ICO, as well as the Platform.
- The Company has disclosed the information on risks related to the purchase of the PlayChip tokens and participation in the ICO to the extent reasonably foreseeable at the time of entering into these Terms.