PLEASE READ THESE TERMS OF SALE CAREFULLY. BY ATTEMPTING TO PURCHASE OR PURCHASING BARTEOS TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS & CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE.
BY ACCEPTING THESE TERMS & CONDITIONS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH BARTEOS. THESE TERMS & CONDITIONS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION SECTION. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, DO NOT EXCHANGE BARTEOS TOKENS WITH YOUR BITCOIN OR ETHEREUM AND NAVIGATE AWAY FROM THE BARTEOS WEBSITE. BARTEOS CAN ONLY BE SWAPPED FOR BTC OR ETH TOKENS AND NO FIAT CURRENCY IS ALLOWED IN ANY WAY WHATSOEVER.
These Terms & Conditions and any terms expressly incorporated herein (the “Agreement”) govern the acquisition (the “Acquisition”) by you (“Acquirer” or “you”) of the Barteos Tokens distributed on the DIAMONIUM BLOCKCHAIN (the “Barteos Tokens”) and managed by Southern Logistics Limited, a company incorporated in Hong Kong with company number 1405681 (“Barteos”, “Company”, “us”, “our” or “we” or “Manager”) on behalf of the Barteos-Diamonium Foundation and the De-centralised Autonomous System (the “DAS”) during the Barteos First Token Offering period (the “FTO Period”) that is promoted by Forc Media Pty Ltd a private limited company incorporated in Australia with company number 629 850 415 (“Promoter”) to advertise, market and promote the Barteos Token on a global level its exclusive Advertising Agency.
The Acquirer and Barteos are herein referred to individually as a “Party” and, collectively, as the “Parties”. There may be other entities within the Barteos group from time to time (“Barteos Entities”) that will market, promote, develop, manage and/or operate the Barteos Platform (as defined in Section 1.2 below) (or parts thereof ) and references in these Terms & Conditions to Barteos shall be to Barteos, the Barteos Entities and their respective successors and assigns.
De-centralised Autonomous System (“DAS”):
The Barteos Network of associated computers and people promoting the Barteos ecosystem are controlled by a De-centralised Autonomous System, a framework which the crypto-currency industry looks at the possibilities of self-functioning and autonomous de-centralised blockchain technology, whereby no one Authourising entity controls the DAS, but everyone can own some of its Tokens.
At the head of this autonomous technology is been built with an Artificial Intelligence system (named “SATOSHI”) that is a hybrid artificial intelligence system integrated with human-assisted learning in all disciplines required to develop, operate, promote and administrate a global token system like Barteos. SATOSHI will ultimately decide on the governance and future direction of the global Barteos Token (BTE) and allow Barteos Members and Authorisers to contribute in Authorising transactions in a de-centralised way, whereby no one Authourising entity controls the Blockchain and Ledger.
Like Bitcoin, Barteos itself is actually a DAS and demonstrates the beauty of Blockchain Technology and De-centralisation in its purest form. The Barteos Software platform is programmed in such a way that there is a budget for the workers upgrading and developing the platform and pays the Business Developers and Contributors, which include but is not limited to, Corporate Leaders, Administration, Country Leaders, City Leaders and Regional Business Developers, all written in code, operating autonomously.
Barteos-Diamonium Foundation: The Barteos-Diamonium Foundation is a Global Association of technologists, entrepreneurs, business owners, marketers, and crypto-enthusiasts setup by its original IP owner, and manager Southern Logistics Limited (HK). The Association is an informal Community Association of a group of Barteos Token owners with a shared interest and purpose, primarily advancing usage of Barteos and the crypto-currency markets. The Barteos Foundation has activities relating to a Token System, including but not limited to: Interaction with Token Stakeholders, Research and Token Development, Developer Management and Recruitment, Token Partner Alliance Development, Jurisdictional Compliance and Governance of Token System, Security Systems, Token Marketing & Advertising, Strategic Alliances, Exchange Token Listing & Management and PR-Social Media Interaction. The Barteos-Diamonium Foundation is an open source foundation and believes that crypto-currency should be an open, De-centralised system for the General Public to use and enjoy. The association is a crypto-community of Token users and members that are dedicated to the advancement of crypto-currency for the General Public to use on a global scale and may become formerly incorporated at any time without notice.
Marketing Services and Management of this Token Offering by Southern Logistics Limited and the Promoter, Forc Media Pty Ltd on behalf of the Barteos-Diamonium Foundation are commissioned to operating globally and each play their respective parts in this Agreement according to their roles and responsibilities.
FOR RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR THE PURPOSES OF THIS AGREEMENT, INCLUDES HONG KONG, MACAU AND TAIWAN) ONLY: IF YOU ARE CITIZEN OR RESIDENT OF, OR A PERSON LOCATED OR DOMICILED IN, THE PEOPLE’S REPUBLIC OF CHINA OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE PEOPLE’S REPUBLIC OF CHINA (COLLECTIVELY, “PRC PERSONS”), DO NOT ACQUIRE OR ATTEMPT TO ACQUIRE BARTEOS TOKENS OR USE THE BARTEOS SMART CONTRACT OR THE BARTEOS SMART AQUISITION CONTRACT. PRC PERSONS ARE STRICTLY PROHIBITED AND RESTRICTED FROM USING BARTEOS SMART CONTRACTS. BARTEOS TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO PRC PERSONS, AND NEITHER THIS SITE NOR THIS AGREEMENT, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO BARTEOS TOKENS, MAY BE SUPPLIED TO PRC PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE ACQUISITION OF BARTEOS TOKENS TO PRC PERSONS.
FOR RESIDENTS OF SOUTH KOREA (“SOUTH KOREA PERSONS”): THIS AGREEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF SECURITIES IN SOUTH KOREA. BARTEOS MAY NOT MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS AGREEMENT TO ACQUIRE THE BARTEOS TOKENS UNDER THE LAWS OF SOUTH KOREA, INCLUDING, WITHOUT LIMITATION, THE SECURITIES AND EXCHANGE ACT AND THE FOREIGN EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. THE BARTEOS TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES AND EXCHANGE ACT, SECURITIES INVESTMENT TRUST BUSINESS ACT OR THE SECURITIES INVESTMENT COMPANY ACT OF SOUTH KOREA, AND NONE OF THE BARTEOS TOKENS MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA.
FOR RESIDENTS OF NEW YORK: BARTEOS TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF, OR ANY PERSON LOCATED IN, THE STATE OF NEW YORK OR ANY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY CORPORATION OR PARTNERSHIP CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE STATE OF NEW YORK (“NEW YORK PERSONS”). BARTEOS IS NOT SOLICITING PURCHASES BY NEW YORK PERSONS IN ANY WAY.
FOR RESIDENTS OF CUBA, IRAN, NORTH KOREA, SYRIA AND THE CRIMEA REGION: BARTEOS TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.
THE INFORMATION CONTAINED IN THIS SITE AND THIS AGREEMENT DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, OR AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY SECURITIES. BARTEOS TOKENS ARE NOT AN INVESTMENT. BARTEOS TOKENS ARE NOT INVESTMENT PRODUCTS BUT WILL BE REQUIRED TO USE THE CLOSED NETWORK OF BUSINESS MERCHANTS AND SHOPPERS WHEN IT IS COMPLETED. THERE SHOULD BE NO EXPECTATION OF FUTURE PROFIT OR GAIN FROM THE PURCHASE OF BARTEOS TOKENS.
THE SITE IS NOT INTENDED FOR USE BY ANYONE UNDER THE AGE OF 18. BARTEOS TOKENS MAY NOT BE ACQUIRED THROUGH THE SITE BY ANYONE UNDER THE AGE OF 18. BY USING THE SITE AND/OR ACQUIRING BARTEOS TOKENS THROUGH THIS SITE, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.
If you have any questions relating to these Terms & Conditions, please contact us at email@example.com
1. SCOPE OF TERMS
1.1. Scope. Unless otherwise stated herein, this Agreement governs only your Acquisition of Barteos Tokens from us during the FTO Period.
1.4. White Paper. Barteos has prepared a white paper, available on our Site, which describes the proposed uses of the Barteos Tokens (the “White Paper”). The White Paper is of a descriptive nature only, and is not binding and do not form part of these Terms and Conditions.
2. BARTEOS TOKEN ACQUISITION PROCEDURES AND SPECIFICATIONS
2.1. General. Barteos intends to distribute a limited number of Barteos Tokens (the “Barteos Token Sale”). Important information about the procedures and specifications of our Barteos Token Sale is provided in Exhibit A, including, but not limited to, details regarding the timing and pricing of the Barteos Token Sale, the amount of Barteos Tokens that will be offered and our anticipated use of the Barteos Token Sale proceeds. BY ACQUIRING BARTEOS TOKENS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND HAVE NO OBJECTION TO THESE PROCEDURES AND SPECIFICATIONS.
2.2. Final Sale. Your Acquisition of Barteos Tokens from us during the FTO Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Barteos Token acquisition requests at any time in our sole discretion.
2.3. Not an Oﬀering of Securities. Acquirer acknowledges and agrees that the sale of Barteos Tokens and the Barteos Tokens themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. This Agreement and all other documents referred to in this Agreement, do not constitute a prospectus or oﬀering document and are not an oﬀer to sell nor the solicitation of an oﬀer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.
2.4. Not an Investment. Acquirer should not participate in the Barteos Token offering or Acquisition of Barteos Tokens for investment purposes. The Acquisition of Barteos Tokens pursuant to this Agreement is not designed for investment purposes and should not be considered as a type of investment. Barteos Tokens may not be transferred until the end of the FTO Period and are subject to certain vesting periods as set forth below in Exhibit A. Acquirer acknowledges, understands and agrees that Acquirer should not expect, and there is no guarantee or representation or warranty by Barteos, that (a) Barteos Tokens will be listed for trading on any exchange, or (b) the Barteos Platform will be adopted as described in the White Paper or any other Barteos published information and not in a diﬀerent or modified form.
2.5. Not for Speculation. Acquirer acknowledges and agrees that Acquirer is not acquiring Barteos Tokens for purposes of investment or speculation or for immediate resale or other financial purposes. Acquirer acknowledges and agrees that Acquirer has no expectation of economic benefit or profit from acquiring Barteos Tokens. Acquirer agrees that if Acquirer determines to transfer Barteos Tokens, Acquirer will not portray Barteos Tokens to prospective transferees as an investment opportunity to obtain an economic benefit or profit.
3. NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The Acquisition of Barteos Tokens (a) does not provide Acquirer with rights of any type with respect to Barteos or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary or other financial or legal rights, (b) is not a loan to Barteos and (c) does not provide Acquirer with any ownership or other interest in Barteos.
3.2. Intellectual Property. Barteos retains all right, title and interest in all of Barteos’s intellectual property, including, without limitation, inventions, ideas, discoveries, software, processes, marks, methods, information and data, whether or not protectable by patent, copyright or trademark. A purchaser may not use any of Barteos’s intellectual property for any reason without Barteos’s prior written consent.
4.1. Acknowledgement. You expressly acknowledge that you have carefully reviewed and understand and assume the risks associated with acquiring, holding and using Barteos Tokens as disclosed and explained in Exhibit B. BY PURCHASING BARTEOS TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS, INCLUDING THAT BARTEOS TOKENS MAY HAVE NO VALUE.
5. THE SMART ASSET OR SMART CONTRACT SYSTEM
5.1. Barteos shall allow other “Smart Assets” or “Smart Coins” to utilise its blockchain at its sole discretion. Barteos shall exercise reasonable endeavors to have the Smart Asset approved by business qualified people or Satoshi if its program capability has developed the ability to evaluate as accurate as humans and shall determine in regard to both its complimentary use and/or its effect on the performance of the DIAMONIUM BLOCKCHAIN, however, Barteos takes no responsibility as to the performance or reputational risk involved from allowing independent Smart Assets to operate off its DIAMONIUM BLOCKCHAIN.
5.2. Notwithstanding Section 5.1, Smart Asset or Smart Contract technology is still in an early stage of development and its application is currently of an experimental nature, which carries significant performance, operational, technological, financial, regulatory and reputational risks. Accordingly, while any internal audit conducted shall raise the level of security and accuracy of the Smart Asset or Smart Contract System, you acknowledge, understand and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Asset or Smart Contract System and Barteos Tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss of ETH and/or BTC contributions and/or Barteos Tokens.
6.1. Your Obligations. You are responsible for implementing reasonable measures for secure access to the device, wallet, vault or other storage mechanism you use to Acquisition, receive and hold Barteos Tokens you Acquisition from us, including any requisite private key(s), usernames, passwords or other login or credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Barteos Tokens. We are not responsible for any such losses. You understand and agree that all Purchases of Barteos Tokens are non-refundable and you will not receive money or crypto-currency or other compensation for any Barteos Tokens purchased.
6.2. KYC process and government compliance. You accept that you will trade your Barteos ONLY after having successfully passed through our KYC process and/or the KYC process of Barteos. This means that Barteos will not be distributed until you have passed through this screening successfully. If you fail to pass the KYC screening you will not be able to trade or transfer your Barteos and You agree that Barteos may use your submitted information in any way required by law or deemed necessary and that your crypto-currency used to acquire Barteos will not be refunded to you. Failing to pass a KYC process, you will have the opportunity to transfer to any person that has a valid account opened after first submitting a transfer request and that a transfer request MUST be submitted within 6 weeks of failing to pass the KYC Identification process. A valid user account on Barteos is required to transfer your Tokens failing to pass the KYC Identification process because your Tokens can only be delivered to a valid operational account.
7. PERSONAL INFORMATION
8.1. Tax Treatment. Barteos Tokens are global in nature and the acquisition price that you pay for Barteos Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your Acquisition of Barteos Tokens for your particular jurisdiction, including, for example, sales, use, value added and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in your jurisdiction. Barteos is not responsible for withholding, collecting, reporting or remitting any sales, use value added or similar tax arising from your Acquisition of Barteos Tokens.
8.2. Acknowledgement. You acknowledge, understand and agree that (a) the Acquisition and receipt of Barteos Tokens may have tax consequences for you, (b) you are solely responsible for compliance with your tax obligations, and (c) Barteos bears no liability or responsibility with respect to any tax consequences to you associated with or arising from the creation, ownership, use or liquidation of Barteos Tokens or any other action or transaction related to the Barteos Platform or the Barteos Token Sale.
9. REPRESENTATIONS AND WARRANTIES
9.1. Representations by Acquirer. By acquiring Barteos Tokens, you represent and warrant that:
9.1.1. You have read and understand this Agreement (including all Exhibits) and the White Paper;
9.1.2. You have the necessary authority and consent to accept these Terms & Conditions, to enter into a binding agreement with Barteos and to perform the obligations set out herein;
9.1.3. The acceptance of these Terms & Conditions and the entry into a binding agreement with Barteos shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Acquirer’s constitutional or organizational documents (in the case of a corporate entity including, without limitation. any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Acquirer by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Acquirer is a party or by which the Acquirer is bound;
9.1.4. You have suﬃcient knowledge and experience in business and financial matters, including a suﬃcient understanding of blockchain or cryptographic tokens and other digital assets, smart assets, smart contracts, token storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your Acquisition of Barteos Tokens, including, but not limited to, the matters set forth in this Agreement and to appreciate the risks and implications of Acquiring Barteos Tokens, and you are able to bear the risks thereof, including loss of all amounts paid, loss of Barteos Tokens and liability to the Barteos Parties (as defined in Section 11.1) and others for your acts and omissions, including, without limitation, those constituting breach of this Agreement, negligence, fraud or willful misconduct;
9.1.5. You have obtained suﬃcient information about Barteos Tokens to make an informed decision to Acquire Barteos Tokens with Bitcoin or Ethereum Tokens or any other Tokens accepted by Barteos;
9.1.6. You understand that Barteos Tokens confer only the right to provide and receive services on the Barteos Platform, and confer no other rights of any form with respect to Barteos, including, but not limited to, any voting, distribution, redemption, liquidation or other financial and legal rights;
9.1.7. You are not acquiring Barteos Tokens for any uses or purposes other than to provide or receive services on the Barteos Platform, including, but not limited to, any investment, speculative or other financial purposes;
9.1.8. You are not a PRC Person, a South Korea Person, a New York Person or a person located, organized or resident in Cuba, Iran, North Korea, Syria or the Crimea Region or any other country or territory that is subject of world-wide or territory wide sanctions;
9.1.9. You have all requisite power and authority to execute and deliver this Agreement, to acquire or use the Barteos Tokens and to carry out and perform your obligations under this Agreement;
9.1.10. If you are an individual, you are at least 18 years old and of suﬃcient legal age and capacity to acquire Barteos Tokens;
9.1.11. If you are a corporate entity, the Acquirer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business;
9.1.12. Your Acquisition of Barteos Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (a) legal capacity and any other threshold requirements in your jurisdiction for the Acquisition of Barteos Tokens and entering into this Agreement with us, (b) any foreign exchange or regulatory restrictions applicable to such Acquisition, and (c) any governmental or other consents that may need to be obtained;
9.1.13. You will comply with any tax obligations applicable to you arising from your Acquisition or use of Barteos Tokens;
9.1.14. The Tokens you use to Acquire Barteos Tokens, are not derived from or related to any unlawful activities, including, but not limited to, money laundering or terrorist financing (See 8.1.16-18), and you will not use the Barteos Tokens to finance, engage in or otherwise support any unlawful activities;
9.1.15. All BTC or ETH swaps by you under this Agreement will be made only in your name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.) as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time;
9.1.16. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under, with or without the passage of time or the giving of notice (a) any provision of Acquirer’s organizational documents, if applicable, (b) any provision of any judgment, decree or order to which you are a party, by which you are bound, or to which any of your assets are subject, (c) any agreement, obligation, duty or commitment to which you are a party or by which you are bound or (d) any laws, regulations or rules applicable to you;
9.1.17. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than you;
9.1.18. To the extent required by applicable law in your resident country, you comply with all anti-money laundering (“AML”) and counter the financing of terrorism (“CFT”) requirements, including, but not limited to, (a) the applicable financial recordkeeping and reporting requirements of Currency and Foreign Transactions Reporting Acts, (b) any applicable money laundering statutes of all jurisdictions in which you are located, resident, organized or operate, and the rules and regulations thereunder, and/or (c) any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental authority to which you are subject ((a) through (c) collectively, the “AML/CFT Laws”);
9.1.19. Neither you, nor any person having a direct or indirect beneficial interest in you or Barteos Tokens being acquired by you, or any person for whom you are acting as agent or nominee in connection the acquisition of Barteos Tokens, (a) is the subject of economic or financial sanctions or trade embargoes administered or enforced by any country or government, including, but not limited to, those administered by the U.S. government through the Oﬃce of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom or any other applicable jurisdictions (collectively, “Sanctions”), (b) is located, organized or resident in Cuba, Iran, North Korea, Syria, the Crimea Region or any other country or territory that is the subject of country-wide or territory-wide Sanctions, (c) is listed in any Sanctions-related list of sanctioned persons, including, but not limited to, those maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom and/or (d) is directly or indirectly owned or controlled by any person or persons described in the foregoing clauses (a) through (c);
9.1.20. Any contribution to be made by you for the acquisition of Barteos Tokens is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
9.1.21. You shall not use Barteos Tokens to finance, engage in, or otherwise support any unlawful activities;
9.1.22. If you are acquiring Barteos Tokens on behalf of any entity, you are authorized to accept this Agreement on such entity’s behalf and such entity will be responsible for breach of this Agreement by you or any other employee or agent of such entity (references to “you” in this Agreement refer to you and such entity jointly);
9.1.23. You shall provide an accurate mobile number as your digital wallet address to Barteos for receipt of any Barteos Tokens distributed to you by Barteos;
9.1.24. You understand and accept the risks of contributing to early stage blockchain start-up business and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms & Conditions; and
9.1.25. In connection with the acquisition of the Barteos, you represent to Barteos the following: You will provide to Barteos or to its nominee, immediately upon request, information that at Barteos’s sole discretion, deems necessary or appropriate in order to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any “Know Your Customer” requirements and policies or any judicial process. Such information or documents may include but are not limited to, passports, driver’s licenses, utility bills, photographs, government identification cards or sworn statements, or, if you are an entity, proof of legal existence such as a government-issued certificate of incorporation or notarized formation documents, and Barteos or its nominee, may keep a copy of such information and disclose such information and documents in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that Barteos may refuse to distribute Barteos Tokens to you until such requested information is provided as in accordance with Clause 6.
10. BARTEOS PROPRIETARY PLATFORM USED FOR ACQUISION OF BARTEOS TOKENS
10.1. Acquisition of the Barteos Tokens by you is conducted through the Barteos Platform using its own Blockchain and connections to BTC and ETH Blockchains. You understand and agree that there are risks associated with hosting your owns platforms, however, all care and security checks will be used by Barteos to safeguard your Barteos Tokens. The acquired Barteos Tokens would be available for use upon distribution as set forth in Exhibit A of this Agreement.
10.2. Any use of Barteos Tokens will be governed primarily by other applicable terms and policies, which will be available in your Barteos Wallet upon the distribution of Barteos Tokens ( “Barteos Terms and Conditions of Use”). Barteos Terms and Conditions may change from time to time at Barteos’s sole discretion with the amended Barteos Terms and Conditions posted instead of the previous version.
11.1. Scope of Indemnity. To the fullest extent permitted by applicable law, Acquirer will indemnify, defend and hold harmless Barteos and its past, present and future employees, oﬃcers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, aﬃliates, franchisees, licensees, agents, distributors, country/town/region representatives, predecessors, successors and assigns (the “ Barteos Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses of any kind (including legal fees) arising from or relating to (a) Acquirer’s acquisition or use of the Barteos Tokens, (b) Acquirer’s use of the Barteos Smart Asset or Smart Contracts, (c) Acquirer’s responsibilities or obligations under this Agreement, (d) Acquirer’s breach or violation of this Agreement, (e) any inaccuracy in any representation or warranty of Acquirer, (f ) Acquirer’s violation of any rights of any other person or entity and/or (g) any act or omission of Acquirer that is negligent or unlawful, or constitutes willful misconduct.
11.2. Barteos Rights. Barteos reserves the right, at its option, to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 11.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and Barteos.
12.1. DISCLAIMER BY BARTEOS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) BARTEOS TOKENS ARE TRADED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE BARTEOS TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, UTILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE BARTEOS TOKENS OR THE BARTEOS SMART CONTRACTS ARE RELIABLE, CURRENT OR ERROR-FREE OR MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE BARTEOS TOKENS OR BARTEOS SMART CONTRACTS WILL BE CORRECTED; (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT (i) THAT THE BARTEOS TOKENS, THE DELIVERY MECHANISM FOR BARTEOS TOKENS OR THE BARTEOS SMART CONTRACTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (ii) THE ABILITY OF ANYONE TO ACQUIRE OR USE THE BARTEOS TOKENS, AND (iii) THAT THE PROCESS OF ACQUIRING THE BARTEOS TOKENS, RECEIVING THE BARTEOS TOKENS OR USING THE BARTEOS SMART CONTRACTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE BARTEOS TOKENS OR BARTEOS SMART CONTRACTS ARE RELIABLE AND ERROR-FREE. AS A RESULT, ACQUIRER ACKNOWLEDGES AND UNDERSTANDS THAT ACQUIRER MAY NEVER RECEIVE BARTEOS TOKENS AND MAY LOSE THE ENTIRE AMOUNT ACQUIRER PAID TO AQUIRE BARTEOS.
12.2. Exclusions. Some jurisdictions do not allow for the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
13. LIMITATION OF LIABILITY
13.1. No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER BARTEOS NOR THE BARTEOS PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR PURCHASE OF BARTEOS TOKENS, OR YOUR USE OF THE BARTEOS SMART CONTRACTS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PURCHASE PROCESS IS TO NOT MAKE A PURCHASE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF BARTEOS FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO BARTEOS DIRECT FOR THE BARTEOS TOKENS. THE FOREGOING LIMITATIONS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD,WILLFUL OR RECKLESS MISCONDUCT OF BARTEOS NOR SHALL IT LIMIT OR EXCLUDE ANY LOSSES FOR WHICH, AS A MATTER OF APPLICABLE LAW, IT WOULD BE UNLAWFUL TO LIMIT OR EXCLUDE LIABILITY.
13.2. Exclusions. Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.
14. DATA PROTECTION
14.1. If we make an information request in accordance with Section 9.1.25, we may require you to provide information and documents relating to (without limitation):
• your identity;
• your address;
• the source used for the purposes of acquiring Barteos Tokens;
• any other documents or data from which you can be identified (together your “Personal Data”).
14.2. We will not disclose your Personal Data except as expressly permitted under these Terms & Conditions and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by applicable law or by an order of a court or competent governmental or regulatory authority. By accepting these Terms & Conditions, you expressly agree and consent to your Personal Data being disclosed to third parties to any extent required for the purposes of compliance with applicable law.
14.3. We shall process your Personal Data in accordance with the Data Protection Act of your jurisdiction (“Data Protection Act”), and you agree that we, as the data controller, may directly or through our service providers or agents process your Personal Data for any one or more of the following purposes:
• the acquisition of Barteos Tokens and the processing of transactions related to the Barteos Token Offering pursuant to these Terms & Conditions;
• providing you with information about us and our range of services;
• compliance with any requirement imposed by applicable law or by an order of a court or competent governmental or regulatory authority;
• management of enquiries and complaints;
• opening, maintaining or operating a Barteos account in your Company’s name;
• subject to Section 15, resolving any Disputes with you;
• producing summary information for statistical, regulatory and audit purposes;
• any other reasonable purposes in accordance with applicable law.
14.4. Under the Data Protection Act you have a right to access your Personal Data held by us, and it is your responsibility to inform us of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to us should you wish to enforce these rights.
14.5. You agree that we may, for the purposes set out in Section 14.3, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these Terms & Conditions you authorize and expressly consent to the processing of your Personal Data by us, our agents and/or our service providers, provided that where your Personal Data is processed by entities other than us, our agents or our service providers, we shall seek your prior written consent in respect of such processing.
14.6. You acknowledge, accept and understand that these Terms & Conditions, insofar as they relate to the controlling and processing of your Personal Data by Barteos, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes set out in Section 14.3, In order to access the Barteos Platform and provide or receive services therein or otherwise use and interact with the Barteos Platform, you will be required to accept the Platform Terms and Policies which shall also set out the terms and conditions under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the Barteos Platform.
15. DISPUTE RESOLUTION; ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BARTEOS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
15.1. Binding Arbitration: Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Barteos (i) waive your and Barteos’s respective rights to have any and all Disputes arising from or related to these Terms & Conditions resolved in a court, and (ii) waive your and Barteos’s respective rights to a jury trial. Instead, you and Barteos agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court.
15.2. No Class Arbitrations, Class or Representatives Actions: Any Dispute arising out of or related to these Terms & Conditions is personal to you and Barteos and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
15.3. Arbitration Rules: Any dispute arising out of or in connection with these Terms & Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of Hong Kong International Arbitration Centre found at http://www.hkiac.org/ (“HKIAC Rules”), which are available at http://www.hkiac.org/sites/default/files/ck_filebrowser/PDF/arbitration/2013_hkiac_rules.pdf and are deemed to be incorporated by reference in this Section 15. By agreeing to be bound by these Terms & Conditions, you either (i) acknowledge and agree that you have read and understood the HKIAC Rules, or (ii) waive your opportunity to read the HKIAC Rules and any claim that the HKIAC Rules are unfair or should not apply for any reason.
15.4. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Barteos shall be sent by e-mail to Barteos at firstname.lastname@example.org. Notice to you shall be sent to any email address you provide to us in writing in a notice. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Barteos cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or Barteos may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15.1, file a claim in court.
15.5. Process. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed in accordance with the HKIAC Rules. The language to be used in the arbitral proceedings shall be English. The governing law of these Terms & Conditions shall be the substantive law of Hong Kong and the Hong Kong court will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.
15.6. Authority of Arbitrator. These Terms & Conditions, the applicable HKIAC Rules and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms & Conditions. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
15.7. Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15.2 above are severable from the other provisions of these Terms & Conditions and will remain valid and enforceable, except as prohibited by applicable law.
16. ELECTRONIC NOTICES
16.1. Consent to Electronic Delivery. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively “Communications”) that Barteos provides in connection with your Acquisition of Barteos Tokens or use of the Barteos Smart Contracts or Smart Assets. You agree that Barteos may provide these Communications to you by posting them on the Site, by emailing them to you at the email address you provide and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier’s normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.
16.2. Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to email@example.com. If you decline or withdraw consent to receive electronic Communications, Barteos may suspend or terminate your ability to Acquisition Barteos Tokens.
17.1. Governing Law and Venue. Subject to Section 15, these Terms & Conditions and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Hong Kong law.
17.2. Severability. If any term, clause or provision of this Agreement is held unlawful, void or unenforceable, then that term, clause or provision will be severable from this Agreement and will not aﬀect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
17.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Barteos Party about the Barteos Tokens or the Barteos Platform. Headings are for information purposes only.
17.4. Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent from Barteos, including by operation of law or in connection with any change of control. Barteos may assign or transfer any or all of its rights under this Agreement, in whole or in part, without obtaining your consent or approval.
17.5. Waiver. Our failure or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof. All waivers by Barteos must be unequivocal and in writing to be eﬀective.
17.6. Force Majeure. You understand and agree that Barteos shall not be liable and disclaims all liability to you in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances; electrical, telecommunications, hardware, software or other utility failures; software or smart contract bugs or weaknesses; earthquakes, storms, or other nature-related events; blockages, embargoes, riots, acts or orders of government; acts of terrorism or war; technological change; changes in interest rates or other monetary conditions; or other matters beyond the reasonable control of Barteos, including changes to any blockchain-related protocol.
17.7. No Partnership; No Agency; No Third-Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party as the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third-party beneficiary rights in any person.
17.8. Modifications. We reserve the right to make changes or modifications to this Agreement from time to time, in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, which may include sending you an email, providing notice on the homepage of the Site, and/or posting an amended Agreement, and updating the “Last Updated” date above. The modified Agreement will become eﬀective upon posting and will apply to any Acquisition or use of Barteos Tokens made after the modified Agreement becomes eﬀective.
17.9. Termination. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to Acquisition Barteos Tokens, at any time and for any reason, and you acknowledge and agree that Barteos shall have no liability or obligation to you in such event to the fullest extent permitted by applicable law.
Barteos Token Sale Procedures and Specifications
TIMING OF TOKEN SALE
The Token sale will begin as advertised on the barteos.org website and shall be in six parts. The Barteos Initial Token Sale will end when the USDT $50M Hard Cap is met. The Barteos Reserve Token Sale will begin after the FTO period until the Reserve Tokens have been sold. The foregoing is subject to Paragraph 6 below.
1. Barteos Token Sale Structure
a. Name of Token: Barteos (BTE)
b. First Token offering Hard Cap: Equivalent of USDT $50M
c. First Token offering Soft Cap: There is no Soft Cap.
d. First Token offering Maximum Supply: 1B Tokens
Tokens may be adjusted depending if bonuses applied to each sale of Barteos Tokens.
e. Crypto Currencies Accepted to swap: Ethereum (ETH) and Bitcoin (BTC).
Other Tokens may become acceptable during the FTO Period by special request emailed to firstname.lastname@example.org.
2. Method and Terms of Contributions
3. You may make a contribution to Barteos during the Barteos Token Sale in the manner described in this paragraph 2 of Exhibit A.
4. Contributions to be made in ETH must be sent from an ETHEREUM wallet in respect of which you can identify your public key. Your public key shall be required to verify your ETH contribution to Barteos and to enable Barteos to issue Barteos Tokens to you. ETH contributions shall be sent to Barteos’s ETHEREUM wallet address specified on the Token Launch website.
5. Contributions to be made in BTC must be sent from a BITCOIN wallet in respect of which you can identify your public key. Your public key shall be required to verify your BTC contribution to Barteos and to enable Barteos to issue Barteos Tokens to you. BTC contributions shall be sent to Barteos’s BITCOIN wallet address specified on the Token Launch website.
6. To the extent that any third-party website, service or smart-contract oﬀers to receive contributions and issue Barteos Tokens or facilitates the allocation or transfer of Barteos Tokens in any way during the Barteos Token Sale, such third-party websites or services are, unless expressly set out in these Terms & Conditions or mentioned on the Barteos website, not authorized by Barteos nor do they have any legal or commercial relationship in any way with Barteos, the Barteos Platform or Barteos Tokens.
7. For the purposes of paragraph 2(e) above, Southern Logistics Limited is authorised by the Barteos-Diamonium Foundation to receive contributions and issue Barteos Tokens on behalf of Barteos-Diamonium Foundation.
8. Purchasers that send contributions in a manner that does not confirm with the methods of contribution described in these Terms & Conditions; or to any third- party website, wallet address, service or smart contract that oﬀers Barteos Tokens in a manner set out in paragraph (e) above, risk losing their entire contribution and Barteos shall not be responsible or liable for recovering or returning any such contributions to the Acquirer not shall Barteos be responsible or liable for any losses incurred by the Acquirer in this respect.
9. Barteos Token Price and Conversion
10. During the Barteos Initial Token Sale, the price attributed to Barteos Tokens shall be $0.05 USDT Per Token.
11. Where a contribution is made under the terms of these Terms & Conditions in crypto-currency, the value that such currency shall be determined by Barteos referring to such exchanges as Barteos shall decide in its sole and absolute discretion (the “Conversion”), in order to calculate the Barteos Tokens that will be issued to the Acquirer. Barteos shall not be responsible or liable for any losses which may be suﬀered by the Acquirer as a result of the Conversion, nor shall Barteos be liable for any errors in the rates of exchange published by any exchange.
12. Barteos Token Sale Terms
13. FIRST TOKEN OFFERING TOTAL HARD CAP USDT $50 MILLION OVER SIX ROUNDS
PERIOD CAP PER TOKEN (USDT)
Round 1 $ 5M $0.05
Round 2 $ 5M $0.06
Round 3 $10M $0.07
Round 4 $10M $0.08
Round 5 $10M $0.09
Round 6 $10M $0.10
Precise Start Dates will be advertised on the website and FTO shall end over a six month period by 30th November 2019.
1. BARTEOS RESERVES THE RIGHT IN ITS SOLE DISCRETION TO WITHHOLD THE TOKEN OFFERING TO OTHER DATES OR METHODS AS IT DEEMS APPROPRIATE.
Subject to compliance with this paragraph 4, delivery of Barteos Tokens shall be made to the Acquirer approximately three weeks after the Closing Date by sending Barteos Tokens to the Barteos wallet address notified by the purchaser to Barteos in accordance with the foregoing paragraph.
On receipt of your contribution, such contribution shall immediately become the sole and exclusive property of Barteos who shall be entitled to apply the contribution towards the development of the Barteos Platform and other operating expenses. The application of your contribution shall be determined by us acting in our sole and absolute discretion and we shall be under no obligation to inform you or otherwise verify how your contribution is used.
5. Bonus for Large Purchasers
Sophisticated Acquisitions of larger amounts of Barteos Tokens during the FTO Period will be eligible for a Bonus as follows:
1. Valued at USDT $50,000 or more, will be eligible for a 20% Bonus;
2. Valued at USDT $100,000 or more, will be eligible for a 30% Bonus;
3. Valued at USDT $200,000 or more, will be eligible for a 40% Bonus;
4. Valued at USDT $500,000 or more, will be eligible for a 50% Bonus;
5. Valued at USDT $1,000,000 or more, will be eligible for a 60% Bonus;
6. Valued at USDT $2,000,000 or more, will be eligible for a 70% Bonus;
7. Valued at USDT $5,000,000 or more, will be eligible for a 80% Bonus;
8. Valued at USDT $10,000,000 or more, will be eligible for a 90% Bonus;
9. Valued at USDT $20,000,000 or more, will be eligible for a 100% Bonus;
All such bonuses will be discussed individually with each potential buyer and are subject to change without notice.
6. Duration of Barteos Token Sale
Barteos reserves the right in its sole discretion, to change the date and/or time when the FTO Period will begin and further reserves the right in its sole discretion, to extend the duration of the Barteos Token Sale up to 3 times with each extension being 60 days (the “Extension Period”), for any reason, including the unavailability of the Site or other unforeseen security or procedural issues. During the Extension Period, Barteos reserves the right to implement and/or change Barteos Token Sale Terms.
7. Vesting and Discounts
8. The Vesting schedule is as follows:
9. Barteos Workers: from 1 to 3 years, linear vesting depending on importance of roles.
10. Large Volume Purchasers (i.e., those who Acquisition Barteos Tokens valued at a total of USDT $50,000 or more: 6 months vesting period, 16.67% vesting released each month, with a 3-month initial cliﬀ.
11. Token Allocation – First Total Allocation (“FTA”) is 25B, split as follows:
12. Eighty per cent of Barteos Tokens (Fork Reserve Tokens) are allocated for the Fork of Bitcoin and Ethereum Users in an equal proportion. Tokens not taken up will be reserved for other acquisitions and form part of the Global Establishment Fund.
13. Sixteen per cent (4.5B) of ITA will be allocated to the Barteos First Token Offering and the Global Establishment Fund.
14. Two per cent of all Barteos Tokens globally will be minted for Founders, being Southern Logistics Limited and Blockchain Investments as the founding Companies and to be distributed to Barteos’s founders and Partners as an incentive to ensure long-term alignment of interests and commitment to the Global Market Penetration of the Barteos Tokens and their future value.
(i) ETHEREUM and BITCOIN OWNERS: Eighty per cent 80% will be reserved for owners of Ethereum and Bitcoin up to the Block Height prior to the FTO or a Block Height that Barteos deems appropriate at its sole discretion. The take-up of Barteos Tokens by Bitcoin and Ethereum Owners will be outlined in a separate document (“BITCOIN AND ETHEREUM TERMS & CONDITIONS FOR FREE TAKE-UP OF BARTEOS “) with Terms and Conditions separate to this document and released during the First Token Offering.
(ii) JOINT VENTURES, ACQUISITIONS AND PROMOTERS – As Barteos is a crypto-currency that has in its design a one-track drive and focus to become usable by every person globally, further Tokens will be minted and distributed to Barteos’s Country Leaders, City Leaders and Regional Developers as in accordance with the programmed reward system as an incentive to propagate the Barteos Token usage globally and ensure long-term alignment of interests and commitment to the tokens and their future value. Furthermore, acquisitions of Barter Exchanges or other Digital Currency entities that have a good user base of Merchants or Users will mint Tokens to be used as forks of these commercial merchant trading companies, digital currencies, joint ventures, and other promoters that builds usage and commercial liquidity for the Barteos Token Holders. All Tokens to Promoters and Salespeople have a 12-36 month vesting period.
9. Refusal of Contribution and Refund Policy
10. Barteos reserves the right to refuse or reject any contribution made at any time in its sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavors to procure that the contribution is returned to the Acquirer, however, Barteos does not warrant, represent or oﬀer any assurances that Barteos will successfully be able to recover and/or return any such contribution.
11. Subject to the foregoing paragraphs and except to the extent required by applicable law, all contributions received by Barteos under these Terms & Conditions are final and purchasers shall not be entitled to claim any refund or reimbursement of contributions from Barteos.
12. During any period of suspension or in the event that the Barteos Token Sale is aborted, the Contribution System will no longer be able to receive and accept contributions, create Barteos Tokens and/or issue Barteos Tokens to purchasers. Purchasers who send us contributions (after we publish a notice that the Barteos Token Sale has been suspended or aborted in accordance with this paragraph) risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Acquirer nor shall we be responsible or liable for any losses incurred by such Purchasers in this respect. Purchasers are therefore strongly advised to check our website before sending a contribution.
13. Distribution of Barteos Tokens and Trading
Purchasers will receive access to their Barteos Tokens after the Wallets are released for trading between users.
11. Non receipt of Crypto Currency Funds
If your crypto-currency funds have not been received in the Barteos BTC or ETH wallets or any other cryptocurrency accepted for the acquisition of Barteos then you will be totally responsible to chase up the transfer with whatever wallet supplier you have used and indemnify Barteos from any further requirement to investigate such transfer.
12. Failure to Follow Procedures
13. Failure to follow the procedures set forth in this Agreement and otherwise in connection with the Barteos Token Sale may result in Acquirer not receiving any Barteos Tokens.
14. During the Barteos Token Sale, receipt or acquisition of Barteos Tokens through any other means other than through the Site are not sanctioned or agreed to in any way by Barteos. The Acquirer should take great care that the website used to acquisition Barteos Tokens has the following domain locator “Barteos.org”.
15. Token Functionality
16. Ownership of Barteos Tokens carries no rights, whether express or implied, other than a limited potential future right or expectation to use and interact with the Barteos Platform as may be made available from time to time, (as further described in this Annex), if and to the extent the Barteos Platform is successfully developed and deployed. Any potential future right or expectation relating to the provision and receipt of services on the Barteos Platform shall be subject to any restrictions and limitations set out in these Terms & Conditions and/or the Platform Terms and Policies (as applicable).
17. You acknowledge and accept that Barteos Tokens do not represent or constitute:
18. any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
19. any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to Barteos and/or the Barteos Platform;
iii. any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
iv. the provision of any goods and/or services as at the date that these Terms & Conditions form a binding agreement between the Parties.
1. Protections oﬀered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments of the types referred to in the sub-clauses of paragraph 13 shall not apply to any contribution made under these Terms & Conditions for the acquisition of Barteos Tokens or to your storage, sale and/or transfer of Barteos Tokens.
2. Barteos makes no warranties or representations and oﬀers no assurances (in each case whether express or implied) that Barteos Tokens shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the Barteos Platform.
3. Intended functionality of Barteos Tokens
Barteos Tokens will be an essential utility for users of the Barteos Platform as they will enable interaction within the Barteos Platform and will act as the main driver of the Barteos ecosystem. Barteos Tokens will eﬀectively operate as an “in-app currency”, the sole purpose of which is to allow users to participate on the Barteos Platform. It is envisaged that users of the Platform will be able to, but not limited to, undertake the following tasks using Barteos Tokens:
1. Paying for Goods and Services that are Members of the Global Co-operative and Trade Exchange;
b. Transferring Tokens to Exchanges for the purpose of trading in crypto-currencies or other digital currency;
c. Transferring Tokens to other Members with accounts for gifting purposes;
d. Paying for services conducted by Barteos in regards to the Blockchain.
Barteos Tokens do not have any functionality or utility outside the Barteos Platform and trade ecosystem. The functionality and utility of Barteos Tokens will therefore be limited to interacting with users/content within the confines of a single platform. Barteos Tokens will not have any functionality or utility outside the Barteos Platform other than crypto-currency exchanges, if and when listed. It is therefore intended that Barteos Tokens will continuously circulate within the Barteos Platform ecosystem of users. The Barteos Platform will therefore be structured as a “closed system” insofar as the use of Barteos Tokens is concerned. Whilst it is possible that a secondary market could develop for trading Barteos Tokens with other Digital currency exchanges, Barteos will not create such secondary markets nor will it act as an exchange for Barteos Tokens. To the extent a secondary market or exchange for trading Barteos Tokens does develop, it would be run
and operated wholly independently of Barteos, the Barteos Token Sale and the Barteos Platform.
15. Possibility of change to the intended functionality of Barteos Tokens
PLEASE NOTE THAT WE ARE IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF BARTEOS TOKENS IN THE JURISDICTIONS WE INTEND ON TRADING. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF Barteos TOKENS IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT. WE SHALL PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF Barteos TOKENS AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. ON THE CONLCUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF BARTEOS TOKENS.
Certain Risks Associated with the Acquisition, Sale and Use of Barteos Tokens and Use of the Barteos Smart Contracts or Smart Assets.
IMPORTANT NOTE: Barteos Tokens are not being structured or sold as securities or as any other form of investment product. Accordingly, none of the information presented in this Exhibit B is intended to form the basis for any investment decision, and no specific recommendations are intended.
By acquiring, holding and using Barteos Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Barteos Tokens Due to Loss of Recovery Keys(s).
Barteos Tokens purchased by you may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Barteos Tokens will result in loss of such Barteos Tokens, as well as access to your Barteos Token balance. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your Barteos Tokens. Barteos is not responsible for any such losses.
2. Risks Associated with the Barteos Protocol.
Because Barteos Tokens are based on the Barteos protocol, any malfunction, breakdown or abandonment of, or attack on, the Barteos protocol and the Blockchain may have a material adverse eﬀect on the Barteos Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Barteos Tokens by rendering ineﬀective the cryptographic consensus mechanism that underpins the Barteos protocol. Upgrades by Barteos to the Barteos platform, a change in how transactions are confirmed on the Barteos platform may have unintended adverse eﬀects on Barteos Tokens. The DIAMONIUM BLOCKCHAIN is at an early stage of development, and it is not fully known whether the DIAMONIUM BLOCKCHAIN will be able to sustain long-term operation of large-scale transaction.
3. Unknown Impact of Proposed Changes to Barteos.
The Barteos Foundation has laid out a road map for the improvement and further development of the original graphene blockchain code. While some of the future proposals oﬀer promises to better the Blockchain, it is uncertain when these new improvements will be introduced and whether they will be successful. In particular, proposals to greatly increase blockchain security and jurisdictional compliance is, at the time of the Barteos Token Sale, not imminent. A proposal to add and change the consensus and transaction process from the current Delegated Proof-of-Stake algorithm to a Delegated Proof-of-Authourity (DPoA) algorithm will have a yet-to-be-seen impact for the Barteos network.
4. Prices for Transactions.
All transactions over the DIAMONIUM BLOCKCHAIN, including the transfer of Barteos Tokens, have a real- world cost. While at this point in time, transaction prices for basic transactions over the Barteos network are nominal, there is no certainty that transaction prices will not increase, in order to make the validating and authourising of transactions trading of Barteos Tokens over the Barteos de-centralised Blockchain commercially feasible.
5. DIAMONIUM BLOCKCHAIN May be Superseded.
While today, in our view, the DIAMONIUM BLOCKCHAIN technology presents the most promising advances in blockchain technology, there is no guarantee that Barteos will not be supplanted by competing protocols that improve upon the Barteos technology. The Graphene and DIAMONIUM BLOCKCHAIN technology is open-source, meaning that anyone can copy and disseminate the same code with modifications. It is not known whether the Barteos platform will become the predominant protocol adopted globally by the industry. If Barteos is surpassed or superseded with new open source technology, then Barteos may adopt such new technology if Barteos in its sole discretion deems that the impact of such technology would create a decline in Barteos usage or if the Barteos Token usage and adoption declines as a result on new technology released in the market.
6. Blockchain Changes and Timing.
On the DIAMONIUM BLOCKCHAIN, timing of block production is set to 3 seconds determined by DPoA consensus protocol so block production can occur at fixed times. The DIAMONIUM BLOCKCHAIN may be prone to periodic congestion during which transactions can be delayed or even lost and in such circumstances and Barteos may change timing of Block production. Acquirer acknowledges and understands that Barteos and its block producers are not liable if any technology failures and losses that may arise from such.
7. Risk of Hacking and Security Weakness.
Barteos Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the DIAMONIUM BLOCKCHAIN or Smart Contracts or the Barteos Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Barteos platform rests on open-source software and Barteos Tokens are based on open-source software, there is the risk that DIAMONIUM BLOCKCHAIN may contain intentional or unintentional bugs or weaknesses which may negatively aﬀect the Barteos Tokens or result in the loss of Acquirer’s Barteos Tokens, the loss of Acquirer’s ability to access or control Acquirer’s Barteos Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of Barteos Tokens are not guaranteed any remedy, refund, or compensation.
8. Uncertain Regulatory Framework.
The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is diﬃcult to predict how or whether governmental authorities will regulate such technologies. It is likewise diﬃcult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will aﬀect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively impact Barteos Tokens in various ways, including, for example, through a determination that Barteos Tokens are regulated financial instruments that require registration or through the imposition of onerous liquidity requirements. Barteos may cease the distribution of Barteos Tokens, the development of the Barteos Platform, or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
9. Legal and Regulatory Factors Relating to Our Business Model Might Present Barriers to Success.
Barteos operates in a new and developing legal and regulatory environment concerning initial token sales, blockchain and smart contracts. There is no established body of law or court decisions in any country concerning blockchain and smart contracts, and the law regarding initial token sales is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts between members of the Barteos community, thus undermining the attractiveness of smart contracts to Barteos users. Further, it is diﬃcult to predict how regulators and lawmakers might respond to the use of smart locks and smart contracts in rental relationships.
Moreover, the crowdsourced security deposit network or other aspects of the platform could face regulatory scrutiny or could be determined by regulators to be subject to currently existing or future licensing and/or registration requirements in one or more jurisdictions. To the extent licenses or other authorisations are required in one or more jurisdictions in which Barteos operates or will operate, there is no guarantee we will be granted such licenses or authorisations. We may also need to change our business model to comply with these licensing and/or registration requirements. Uncertainty in how the legal and regulatory environment will develop could negatively impact Barteos’s business operations and revenue streams, thus posing a risk to the usefulness of the Barteos Tokens you purchased in the Barteos Token Sale.
10. Risk of Government Action.
While we do not believe the sale of Barteos Tokens constitutes a public oﬀering of securities in those jurisdictions where the oﬀering is being made, this conclusion may not be the case. In addition, public policy towards token sales is evolving, and it is conceivable that regulators may in the future seek to broaden the scope of regulation of token sales. If the Barteos Token Sale becomes subject to registration, prospectus or licensing requirements in a particular jurisdiction, we may be found liable if we have not complied with the applicable registration, prospectus or licensing requirements, and this would delay or potentially postpone the proposed Barteos Token Sale indefinitely. The use of blockchain technology and cryptocurrency in the trading of goods and services is relatively in its infancy and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Barteos and/or pursue enforcement actions against Barteos. Such governmental activities may or may not be the result of targeting Barteos in particular. All of this may subject Barteos to judgments, settlements, fines or penalties, or cause Barteos to restructure its operations and activities or to cease oﬀering certain products or services, all of which could harm Barteos’s reputation or lead to higher operational costs, which may, in turn, have a material adverse eﬀect on the Barteos Tokens and/or the Barteos Platform.
11. Risk of Fluctuation of Bitcoin Ethereum or other Currency.
Proceeds of the sale of Barteos Tokens will be denominated in BTC and ETH and may be converted into other cryptographic or fiat currencies. If the value of ETH or other currencies fluctuates unfavorably during or after the FTO Period, Barteos may not be able to fund development in the manner that is intended.
12. Lack of Interest.
A lack of use or public interest in the Barteos Platform could negatively impact the potential utility of Barteos Tokens.
13. Barteos is Unable to Implement its Future Model.
Barteos’s model is a startup and as such has no track record and has assembled a team to grow Barteos that may or may not be successful in its sales and marketing initiatives. However, it is also possible that Barteos will not be able to effectively or successfully implement future components of its model, such as govt compliance systems, artificial intelligence system, stabilisation of retail trading, to name a few new innovations. If Barteos is unable to operationalise these features, or the market does not respond positively to them, some or all of the usefulness of the Barteos Tokens you purchased in the Barteos Token Sale may be at risk, despite any corrective actions Barteos may take.
14. Ability to Transact or Resell.
You may be unable to sell or otherwise transact in Barteos Tokens at any time, or for the price you paid. You acknowledge, understand and agree that: (a) Barteos Tokens may have no value; (b) there is no guarantee or representation of liquidity for Barteos Tokens; and (c) Barteos is not responsible for the market value of Barteos Tokens, the transferability and/or liquidity of Barteos Tokens and/or the availability of any market or exchange for Barteos Tokens through third parties or otherwise.
15. Barteos Tokens are Non-Transferable Until Initial FTO ends.
You acknowledge and understand that Barteos Tokens are not transferable until after the end of the Initial Token FTO Period. You further acknowledge and understand that Barteos reserves the right to terminate the sale process at any time and withdraw any unsold Barteos Tokens from the Barteos Token Sale. Once the Barteos Token Sale has been stopped and subject to applicable vesting periods, Barteos Tokens will become transferable, although this does not mean there will be a market through which you can transfer them.
16. Barteos May Modify or Stop the Sale at Any Time.
Acquirer acknowledges and understands that Barteos may modify the timing, sale price, and number of Barteos Tokens available for sale at any time during the FTO Period. Acquirer further acknowledges and understands that Barteos reserves the right to terminate the sale process at any time and withdraw any unsold Barteos Tokens from the sale process. If the sale process has been stopped prematurely, Barteos Tokens purchased by Acquirer may not be transferable.
17. Sending Tokens from Exchange and Counterparty Risks.
If you send BTC or ETH to the Barteos BTC or ETH wallets from an exchange or account that you do not control, pursuant to the Barteos Token Sale, Barteos Tokens may be allocated to the cryptocurrency account that has sent BTC and ETH; therefore, you may never receive or be able to recover your Barteos Tokens. By using the Barteos Token swaps system, and/or by acquiring Barteos Tokens, you acknowledge and agree that you will not send BTC and ETH to the Barteos wallets direct through an exchange account and/or if you do pay for Barteos Tokens direct from on a cryptocurrency exchange or with another third party, you do so at your own and sole risk.
18. Other Risks Associated With The Barteos Token Sale.
Risks include turnover in a company’s management team, volatility in cryptocurrency markets, the possibility of increasing regulation of cryptocurrency exchanges, the potential for a post-facto government investigation of a token sale, suboptimal ability of participants to conduct due diligence on a company undertaking a token sale, and other risks. Potential token buyers should weigh these risks against the possible future benefits before deciding to participate in the Barteos Token Sale.
19. Taxation Risks.
The use of Barteos Tokens as a form of settlement currency may or may not be subject to local income tax, capital gain taxes, VAT, GST, or other forms of taxes. This uncertainty in tax legislation may expose merchants and customers alike to unforeseen future tax consequences associated with the use of Barteos Tokens as a settlement currency, and/or the trading of Barteos Tokens for capital gains.
20. Capital Control Risks.
Many jurisdictions, such as China, impose strict controls on the cross-border flow of capital. Holders of Barteos Tokens may be subject to these regulations and/or arbitrary enforcement of such regulations at any time. This would make the transfer of Barteos Tokens out of the local jurisdiction to overseas exchanges an unlawful activity exposing the user of Barteos Tokens to government fines or other regulatory sanction.
21. Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”) Regulations. The United States has issued a series of regulations to combat terrorist financing and money- laundering activities. Many other countries have enacted similar legislation to control the flow of capital for such illicit activities. In the event that licenses, registrations, or other authorisations are required under applicable CFT and/or AML regulations in a Jurisdiction to operate the Barteos Platform, there is no guarantee that Barteos will be able to successfully obtain such authorisations. In addition, any illicit use of the Barteos Tokens by bad actors could breach such regulations and seriously impact the global reputation of the Barteos Platform. In such event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of Barteos Tokens.
22. Changes to the Barteos Platform.
Although Barteos intends for the Barteos Platform to have the features and specifications set forth in the White Paper, Barteos may make changes to such features and specifications for any number of reasons.
23. Reliance on Third Parties.
Barteos anticipates relying on third parties to develop and build out the Platform. Barteos may be unable to retain third parties with the requisite expertise, and those it does retain may not adequately perform their obligations under an agreement with Barteos.
24. Risks Associated with Barteos’s Business.
Barteos’s success depends on its continued innovation to provide new, and improve upon existing technology and services that make its Platform useful for users. As a result, Barteos must continually invest significant resources in research and development to improve the attractiveness and comprehensiveness of its products and services and eﬀectively incorporate new mobile, internet, blockchain and other technologies into them. If Barteos is unable to continue oﬀering high-quality, innovative products and services, it may be unable to attract additional users or retain current users, which could harm the Barteos cryptocurrency ecosystem, results of operations and financial condition of the Barteos Foundation.
In addition, Barteos’s success depends on its ability to continue to attract users to its Platform and enhance their engagement with Barteos’s Blockchain. Barteos’s existing and potential competitors include, but are not limited to, companies that operate, or could develop international, national and trade exchange systems. These companies could devote greater technical and other resources than Barteos has available, have a more accelerated timeframe for deployment and leverage their existing user bases and proprietary technologies to provide products and services that users might view as superior to Barteos’s oﬀerings. If users begin to access e-commerce through other media and Barteos fails to innovate, results of growth operations and Token Value may be negatively impacted. Any of Barteos’s future or existing competitors may introduce diﬀerent solutions that attract users or provide solutions similar to Barteos’s but with better branding or marketing resources. If Barteos is not able to continue to attract users to its Platform, Barteos’s business, results of operations and financial condition would be harmed.
Barteos’s future success also substantially depends on the success of its Promoter and their Forc Events (Future of Retail Currency) scheduled to recruit merchants to the eco-system starting officially in March 2019. For any number of reasons, the FORC EVENTS may not be able to attract the number of people to attend or may be cancelled and cause adverse publicity to the brand of Barteos.
Finally, the merchants and shoppers that are the potential users of the Barteos Platform are aﬀected by local, regional, national and international economic conditions and other events and occurrences that aﬀect the market for trading. A protracted decline in economic conditions will cause downward pressure on Barteos’s usage as a result of lower activity in the market.
25. Unanticipated Risks.
Cryptographic tokens such as Barteos Tokens are a new and untested business model and technology on a large scale. In addition to the risks included in this Exhibit B, there are other risks associated with your Acquisition, holding and use of Barteos Tokens, including those that Barteos-Diamonium Foundation cannot anticipate.