Terms of Service
BAT Sale : Terms and Conditions
Last Updated: May 30, 2017
BRAVE SOFTWARE INTERNATIONAL
TERMS OF TOKEN SALE
PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of Basic Attention Tokens (“BAT”) during the BAT sale period (“Sale Period”) from Brave Software International (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and Company is a “Party,” and together the “Parties.”
By purchasing BAT from us during the Sale Period and/or using BAT in connection with the Platform (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at info@basicattentiontoken.org.
You and Company agree as follows
- Purpose and Use of BAT in Connection with the Platform
- Scope of Terms
- Cancellation; Refusal of Purchase Requests
- BAT Sale Procedures and Specifications
- Acknowledgment and Assumption of Risks
- Security
- Personal Information
- Taxes
- Representations and Warranties
- You have read and understand these Terms (including all Exhibits);
- You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Bitcoin and Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing BAT;
- You have carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth in Exhibit B and fully understand and accept the functions implemented therein;
- You have obtained sufficient information about BAT to make an informed decision to purchase BAT;
- You understand the restrictions and risks associated with the creation of BAT by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;
- You understand, acknowledge and assume the risks associated with the purchase, holding and use of BAT in connection with the Services and Platform, as explained and disclosed in Section 5 and Exhibit C;
- You understand that BAT confer only the right to receive Services and to access the Platform, and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You are purchasing BAT solely for the purpose of receiving Services, accessing the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing BAT for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
- Your purchase of BAT complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing BAT, using BAT, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
- You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of BAT;
- If you are purchasing BAT on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
- You are not resident or domiciled in New York State or purchasing BAT from a location in New York State;\
- You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf; and
- You understand and acknowledge that title to, and risk of loss of, BAT you purchase from Company and receive from the Smart Contract System passes from Company to you in the Cayman Islands.
- Indemnification
- To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of BAT, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.
- Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
- Disclaimers
- Limitation of Liability
- Release
- Dispute Resolution; Arbitration
- 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 Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will 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).
- No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- Federal Arbitration Act. The enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
- 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 Company shall be sent by e-mail to Company at info@basicattentiontoken.org. Notice to you shall be by email to the then-current email address in your Account. 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 Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.
- Any arbitration will occur in San Francisco County, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
- Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, 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 action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
- Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
- Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
- Governing Law and Venue
- Severability
- Miscellaneous
- Overview of Company and Affiliates
- Overview of Current Platform
- Development of Platform with BAT Functionality and Services
- Total Number of BAT to be Created and Sold
- Commencement and Duration of Token Sale
- BAT Price
- Procedures for Buying and Receiving BAT
- Company BAT and User Growth Fund
- Use of Proceeds from BAT Token Sale
- Technical Development and Staff (estimated 58% of proceeds).
- This budget item will support Company’s team of over 20 engineers who are developing the Platform and making necessary adjustments to the development of the existing Brave solution and related technology.
- More specifically, Company’s engineering team currently intends to focus on the following steps:
- Continue development and refinement of Brave’s existing Brave Browser and Brave Ledger System, including the secure vault using the ANONYZE algorithm, as well as Brave’s internal zero knowledge proof mechanism;
- Create BAT wallet functionality;
- Integrate the BAT wallet with the Brave Browser and Brave Ledger System as part of the Platform;
- Encourage migration of all user transactions to the Platform;
- Encourage fully distributed transfer and verification processes using state channel scheme;
- Add alternate metrics based on advertiser feedback, and facilitate development of decentralized audit trail based on such metrics;
- Encourage, and coordinate with, partners in building applications for the Platform; and
- Explore and build other value-added services and functionalities for the Platform.
- Contractors (estimated 13% of proceeds).
- This budget item will focus on third-party engineering, promotional work, growth hacking, public relations, and affiliate program partnerships.
- Marketing (estimated 12% of proceeds).
- This budget item will be used for marketing to expand awareness and adoption of the Platform, including the Brave Browser and BAT, among users, publishers, and advertisers.
- It will also be used for broader development, growth and maintenance of the Brave community.
- Administration (estimated 10% of proceeds).
- This budget item will entail legal, accounting and other professional services fees; physical infrastructure and security costs; and other associated administration costs.
- Contingency (estimated 7% of proceeds).
- This budget item is intended as a reserve to address unforeseen costs.
- Risk of Losing Access to BAT Due to Loss of Private Key(s), Custodial Error or Purchaser Error
- Risks Associated with the Ethereum Protocol
- Risk of Mining Attacks
- Risk of Hacking and Security Weaknesses
- Risks Associated with Markets for BAT
- Risk of Uninsured Losses
- Risks Associated with Uncertain Regulations and Enforcement Actions
- Risks Arising from Taxation
- Risk of Alternative Platforms
- Risk of Insufficient Interest in the Platform or Distributed Applications
- Risks Associated with the Development and Maintenance of the Platform
- Risk of an Unfavorable Fluctuation of Ether and Other Currency Value
- Risk of Dissolution of the Company
- Risks Arising from Lack of Governance Rights
- Risks Associated with Advertising-Supported Business Models
- Risks Associated with New and Evolving Laws Impacting Advertising and Advertising Technology
- Unanticipated Risks
The Basic Attention Token is the new token for the digital advertising industry. It pays publishers for their content and users for their attention, while providing advertisers with more in return for their ads.
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