Terms and Conditions Donation Program
This Token Warrant under the Donation Program, which gives the Donor a purchase right under the terms and conditions specified below, is entered between the Company and the Donor.
The following terms shall have the following meanings:
“Affiliate” means, concerning any person, any other person that directly or indirectly controls is controlled by, or is under common control with such a person. This includes but is not limited to general partners, directors, employees, officers, or trustees of such a person, any venture capital funds or registered investment companies that are controlled by one or more general partners, managing members, or investment advisers of, or shares the same management company, or investment adviser with, such person. Here, “control” is defined as directly or indirectly having the power to direct or stir the direction of the management and policies of the Affiliate, whether through ownership of voting securities, by contract, or otherwise.
“Blockchain” means a blockchain network verifying and recording transactions in a distributed ledger. Examples of blockchain networks include but are not limited to Bitcoin, Ethereum, Algorand, Avalanche, Stellar, etc.
“DAO” means a decentralized autonomous organization governed by the rules of smart contracts within the Protocol and the DAO constitution.
“Discount Price” means the price per Network Token multiplied by the discount rate:
Price per Network Token ∗ Discount Rate
“Discount Rate” shall mean [….]%. (For an indication of the discount percentage, see the table above). Discount rate equals (100 – Discount)%. For example, if the holder of the Purchase Right purchases the Network Tokens with a Discount of 20%, the Discount rate is 80%.
“Donation Program Allocation” means the allocation and distribution of Tokens by Token Entity to the early project members.
“Donor’s Pro Rata” means the ratio of units in the allocation of Network Tokens for the donation program that will autonomously generate the Network Tokens for initial Network Token purchasers following the smart contract terms within the protocol during the Token Generation Event:
Pro Rata Share = number of True Items / Maximum Possible Quantity
(Donation Amount ∗ Units per USD) / (Total Unit Allocation) =
(USD 1,000 ∗ 10.91 Units) / (8,000,000 Units) = 0.00136375
“Ecosystem” means an interacting network of entities and individuals, of which the Company is a part, centered around the development of a common project.
“Network” means a set of participants who work as a part of project infrastructure, according to the rules of Protocol, that is being developed by, or on behalf of, the Company.
“Network Token” means the token being developed by the Company or on behalf of the Company that is intended to be the primary Utility Token for the Network.
“Price per Network Token” means a price per Network Token sold immediately following the Token Generation Event.
“Protocol” means a set of permissionless and autonomous smart contracts deployed by the Company on a Blockchain main net, which govern the infrastructure, interface, and interactions within the Network and between the Network and its participants. The Network’s Protocol is responsible for, among other things, issuing the Network Tokens to the members according to the rules pre-setup before deploying such a Protocol into the Blockchain main net.
“Token Generation Event” means the date on which, following the deployment of the Network’s Protocol on the chosen Blockchain main net, the Network’s Protocol developed by the Company will autonomously generate the Network Tokens for initial Network Token purchasers following the smart contract terms within the Protocol. The Token Generation Event shall occur no later than [date] (the “Expiration Date”).
If another legal entity in the ecosystem (the “Token Entity”) launches or otherwise makes available Network Tokens during the Token Generation Event, the Donor will have the right to purchase the number of Network Tokens for an amount equal to the Donor’s Pro Rata portion, of the Donation Program Allocation at the time of issuance (the “Donor’s Portion”) if the Donor expresses the intention to purchase the said Donor Portion:
Donation Program Allocation ∗ Donor’s Pro Rata
The total consideration to be paid by the Donor to the Token Entity shall be equal to the total number of the Network Tokens (up to the Donor’s Portion) to be purchased multiplied by the Discount Price (the “Purchase Price”):
Number of the Network Tokens ∗ Discount Price
The Company shall provide the Donor with a written notice of the Token Generation Event no later than Ten days before the said Token Generation Event. The notice shall contain the number of the Network Tokens the Donor can purchase.
Upon receipt of the request, the Donor shall have the right but not the obligation to exercise this Token Warrant by delivering a duly filled (exercised) form of the Exercise Notice, attached as Annex A below, to the Company or the Token Entity (whichever the Donor finds more practicable) and making a payment of the Purchase Price to the Token Entity no later than the date of the Token Generation Event. For this donation program, this generally means that the principal amount payment has been met with the donor’s donation; any remaining payments must be made before the Token Generation Event takes place.
The payment of the Purchase Price for the Donor’s Portion shall be made in [USD/EUR/IDR/BTC/ETH/USDT/…] using the payment information provided by the Token Entity to the Donor, together with the notice of the Token Generation Event.
3. General Provisions
When this Token Warrant is exercised, the Donor shall issue and deliver in the Exercise Form with a public key(s) (addresses) that the Token Entity will use to deliver the Network Tokens. The Donor is solely responsible for the correctness of their public keys (addresses). The Company or the Token Entity will not be liable for any losses resulting from the Donor providing the wrong public keys (addresses) in the Exercise Form. The Donor is also solely responsible for securely storing the private keys to the respective public keys (addresses).
The Company or the Token Entity shall not be responsible for any losses that result from the Donor not delivering the Exercise Notice or delivering it late.
The Network Tokens under this Token Warrant may be subject to restrictions on transferability:
- as required by any applicable law;
- as determined by the board of directors of the issuer, acting in good faith and according to the advice of external legal counsel; and/or
- as determined in the DAO constitution of the Network, to which the Network Tokens are native tokens.
It is the sole responsibility of the Donor to analyze the potential restrictions on the transferability of the Network Tokens in the law applicable to the Donor, their jurisdiction of residence, domicile, and/or incorporation.
4. Additional Provisions
The Donor warrants that they have full power and capacity to enter into this Token Warrant.
The Donor confirms that they have received and become familiar with all information about the Ecosystem, the Network, the Company, the management, the financial affairs, the technical capabilities, the Project Paper (if any), and the terms of this Token Warrant with which it is confirmed that they understand and accept all of the above as it is.
The Donor confirms that they:
- are considered qualified donor as defined under the applicable law, and them entering into this Token Warrant does not constitute a violation of their personal law; and
- have sufficient knowledge and experience in blockchain technology, virtual assets, financial, business, and technical matters to be able to evaluate the risks of acquiring the Network Tokens and entering into this Token Warrant. In doing so, the Donor has and will rely upon the advice of the Donor’s own technical, business, and financial advisors, legal counsel, tax advisors, and/or investment advisors.
The Donor confirms that them and their Affiliates, equity investors, directors, officers, managers, or direct or indirect beneficial owners are not:
- on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury, nor are they otherwise a party with which Purchaser is prohibited to deal under the Laws of the United States;
- citizens, residents, or incorporated in high-risk jurisdictions according to the latest FATF public statements, State Sponsors of Terrorism as identified by the U.S. Department of State, high-risk jurisdictions as identified by the European Commission;
- a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities; and
- senior foreign political figures, or any immediate family member or close associate of a senior foreign political figure.
The Donor acknowledges and agrees that:
- Neither the Network Tokens nor this Token Warrant have been registered under any laws of any jurisdiction, and the Company or the Token Entity have no plans to do so;
- there is substantial uncertainty as to the application of securities, financial, and other laws to virtual assets such as Network Tokens, and that the interpretation of existing laws or new laws may affect the regulatory status of the Network Tokens and/or this Token Warrant, the offer or sale of the Network Tokens or this Token Purchase Right, and the use of the associated blockchain network;
- in light of this uncertainty, although the Company or the Token Entity do not intend for the Network Tokens to be securities under any law, the Investor assumes that this Token Warrant and the Network Tokens could be considered securities under the law, meaning that the Network Tokens could be subject to restrictions including, but not limited to, restrictions on transfer;
- in the event that transactions of the Network Tokens are considered transactions of securities, the Purchaser may not sell, resell, assign, encumber, or transfer all or any part of the Network Tokens except if (a) registered under the applicable law; (b) under an exemption from such registration; or (c) it will not construe a violation under the personal law applicable to the Investor;
- the Donor may be required to deliver to the Company or the Token Entity a certification and/or other information satisfactory to the Company or the Token Entity prior to any resale or transfer of Network Tokens, including but not limited to proofs of the special investor status and the source of funds, followed by a check performed by the Company or the Token Entity;
- any transfer not made in compliance with these restrictions shall be void, and the Company or the Token Entity may refuse to recognize any transfer not made in accordance with these restrictions. If the Donor decides to resell the Network Tokens after any applicable restriction period has expired, it is the Donor’s sole responsibility to determine if it is permitted under the applicable law; and
- they have read and understood the restrictions and limitations that could be imposed on the Network Tokens. The Donor agrees to comply with all such restrictions and consents to the imposition of any such restrictions on transfer as the board of directors of the Company or the Token Entity may, pursuant to the advice of external legal counsel, consider necessary or prudent to comply with applicable law and/or the restrictions set forth in the DAO constitution or according to the results of the vote of the DAO members, if any.
The Donor’s Portion of the Network Tokens shall be subject to a lockup (the “Lock-Up”) as follows:
- the Donor cannot Transfer the Network Tokens acquired by the Donor through the exercise of this Token Warrant until the date that is one-year anniversary of the Token Generation Event (the “Token Generation Event Anniversary”); and
- 1/12 of such Network Tokens shall become transferable on a one-month anniversary of the Token Generation Event Anniversary, and the remaining 11/12 shall become transferable in equal monthly installments over the next 11 months occurred (the “Lock-Up Period”).
The Donation Program Members Community may, via a voting procedure, in their discretion, waive or change the Lock-Up and/or the Lock-Up Period if it determines, in good faith and pursuant to the advice of legal counsel, that such change is necessary to comply with legal or regulatory requirements under the law.
By signing this Token Warrant and purchasing the Network Tokens, you understand and consent to the limitations imposed by the Lock-Up during the Lock-Up Period and acknowledge that the Donation Program Members Community may extend or change any of them via a voting procedure. The Donation Program Members Community shall agree on the Project Foundation Constitution during the first voting event, and the said Project Foundation Constitution shall contain detailed provisions on how decisions related to the Network Tokens can be made.
6. Non- Disclosure
The Parties, their affiliates, and their directors, officers, employees, consultants, counsel, accountants, and other agents shall not disclose any information disclosed to them in the process of negotiation of this Token Warrant, its terms, and its existence, as well as any information about the business of the other Party.
If either Party, their Affiliates, or Representatives are required under the Applicable Law to disclose the confidential information of the other Party, that Party shall promptly notify the other Party in writing and shall disclose only that portion of confidential information that it is legally required to be disclosed. The Party that is under an obligation to disclose, shall use its best reasonable efforts to obtain as promptly as possible an appropriate protective order or reasonable assurance that this information will be treated as confidential.
7. Own Account
The Donor is acquiring this Token Warrant for their own account and not as a nominee or agent, and not with a view to the resale or distribution of any part.
The Donor, if a legal entity, has not been formed for the specific purpose of acquiring this Token Warrant.
8. Dispute Resolution
This Token Warrant is governed by the laws of Indonesia (the “Applicable Law”).
If the Parties face a dispute, they shall attempt to resolve it by negotiations. The contact email addresses mentioned below shall be used to resolve the dispute.
If the Parties are unable to resolve the dispute by negotiations in 60 days after its commencement, it shall be resolved by mediation procedures of BANI (Badan Arbitrase Nasional Indonesia – BANI Arbitration Center).
This Token Warrant and rights under it cannot be assigned, conveyed, or transferred by Donor, in whole or in part, without the Company’s prior written consent.
For the purposes of issuing the Donor’s Portion of the Network Tokens, this Token Warrant shall be assigned by the Company to the Token Entity after the Token Entity is incorporated but, in any way, no later than the date of the Token Generation Event.
This Token Warrant may be amended in writing together by the Company and the Donor.
This Token Warrant shall expire automatically on the Expiration Date.
If one or more provisions of this Token Warrant are found unenforceable under the applicable law, such provision shall be excluded from this Token Warrant to the extent they are unenforceable. The remainder of the Token Warrant shall be interpreted as if such provisions were excluded and shall be enforceable in accordance with the remaining terms.
If this Token Warrant cannot be executed without causing a violation of laws applicable to the Donor, their jurisdiction of residence, domicile and/or incorporation, this Token Warrant shall be voided in full. The Company shall not be liable for any damages caused by the inability to execute this Token Warrant due to regulatory restrictions. It is the sole responsibility of the Investor to analyze the potential restrictions on the execution of the Token Warrant before entering into it.