Terms & Conditions
Conditions of Participation and Use for the Bitbond STO Waitlist Procedure
These General Terms and Conditions of Participation and Use apply to your participation and use of the STO Waitlist Procedure of the
Bitbond Finance GmbH,
Strelitzer Str. 60 | 10115 Berlin,
registered in the Commercial Registry of the Local Court Charlottenburg under HRB 198270 B
Telephone: +49 305 884 9219
Email: [email protected]
(hereinafter referred to as "Bitbond Finance", "we" or "our").
Bitbond Finance offers and performs the Waitlist Procedure exclusively on the website https://www.bitbondsto.com that is operated by Bitbond Finance (hereinafter referred to as "Website").
The securities prospectus relevant for our Security Token Offering (hereinafter referred to as "Bitbond STO") can be viewed and downloaded on the website. The token-based bonds offered as part of our Bitbond STO are offered to the public in Germany exclusively on the basis of the securities prospectus mentioned-above.
You accept the following General Terms and Conditions of Participation and Use by participating in the Waitlist Procedure.
2. Subject, Requirements and Advantages of the Waitlist Procedure, Newsletter
We will inform participants of the Waitlist Procedure by e-mail about the start of our Bitbond STO and invite them to register for participation in the public sale. We will also send you regular updates on the Bitbond STO by e-mail ("Bitbond STO Newsletter"). Participation in the Waitlist Procedure does not constitute a binding offer by you or us to enter into a token purchase agreement. It serves the sole purpose of querying potential demand for tokens from our STO and informing you about the start of the Bitbond STO in a timely manner.
To participate in the Waitlist Procedure, click on the "GET ON THE WAITLIST" button on our website. Then enter your first name, surname and e-mail address using the input screen on the website. You may also indicate whether you intend to draw tokens worth less than EUR 1,000.00 between EUR 1,000.00 and EUR 100,000.00 or over EUR 100,000.00. You may also enter your telephone number if you wish to receive more information about our early-subscription discounts and wish to be contacted by us by telephone. You must check the box confirming that you have read and accepted the Terms & Conditions of the Waitlist Procedure, in order to confirm the "Submit" button and send your Waitlist request, Once you click the "Submit" button, we will send you an automatically generated email with a verification link to the email address that you provided . You may also check the box in that email you received, in order to confirm that you wish to receive our Bitbond STO Newsletter. You complete the Waitlist Procedure by clicking on the verification link.
Provided that you have clicked on (confirmed) the box to receive the Bitbond STO Newsletter, we will send you a separate confirmation link to the e-mail address that you provided when you registered. We will send you the newsletter regularly via the e-mail address that you provided only after you have clicked on this confirmation link.
Participation in the Waitlist Procedure is voluntary and free of charge and is not dependent on purchasing goods or using a service. You only bear the costs that are associated with participation via the Internet (e.g., use fee for internet connection). This applies to both mobile and non-mobile devices.
If you have registered for the Waitlist Procedure, yet no longer wish to participate, you may unsubscribe from the Waitlist Procedure at any time by clicking on the "Unsubscribe" link, which we will send you in the e-mail confirming your successful participation in the Waitlist Procedure. Moreover, each email containing regular updates to our Bitbond STO will contain an unsubscribe link that you can use to unsubscribe from the Waitlist Procedure and/or the newsletter.
3. Exclusion from participation / prohibited activities
3.1. US citizens, US Green Card holders, other persons or companies subject to US tax and other investors from countries, in which the subsequent public offering of the token is not permitted or which are listed on the Financial Action Task Force's (FATF) current list of high-risk and other supervised jurisdictions, are excluded from participating in the Waitlist Procedure.
3.2. Any activity that violates any applicable law, violates the rights of third parties, or violates principles of child/youth protection is prohibited.
3.3. It is also forbidden to take any action that could impair the smooth operation of the website, in particular to excessively overload Bitbond's systems.
3.4. If as a user you become aware of any illegal, abusive, non-contractual or any other unauthorized use of the website, please notify us appropriately. We will then examine the circumstance and, if necessary, take appropriate action.
3.5. If there is any suspicion of illegal or punishable actions, Bitbond Finance may and, as necessary, must,
- audit the activities of the user,
- exclude the user from the Waitlist Procedure, as necessary, and
- take legal action against the user, as necessary. This may also include providing factual evidence to the public prosecutor's office.
4.1. We are liable for willful action and gross negligence pursuant to the statutory provisions. We are only liable for slight negligence if a breach of a material contractual obligation (cardinal obligation) is then present, where fulfillment of that obligation is essential for the proper performance of the contract and you may regularly rely on its observance, as well as damage resulting from injury to life, limb or health. If only slight negligence is present, we are only be liable for foreseeable damage, the occurrence of which would customarily be expected.
Liability under product liability law or for damages, which are based on a breach of guarantee assumed by us, remains unaffected hereby. The liability rule given in § 44 a TKG remains unaffected within the purview of the Telecommunications Act (TKG).
The above limitation of liability also applies to the benefit of our employees, representatives, organs and vicarious agents.
We are not liable for the loss of data insofar as the damage is based on the fact that you have failed to perform data backups and thereby ensure that lost data may be restored with reasonable effort.
4.2. Due to the current state of technology, the communication of data via the Internet cannot be guaranteed as error-free and/or available at all times. Insofar Bitbond Finance is not liable for constant and uninterrupted availability of the website.
These Conditions of Participation and Use have been prepared in German. Translations of the Conditions of Participation and Use into another language are for information purposes only. If a translation differs from the German language version, the German language version controls.
6. Applicable law
The law of the Federal Republic of Germany shall apply, excluding the application of the UN Convention on Contracts for the International Sale of Goods and conflict of laws provisions. German law also applies, if you are a consumer and your habitual residence is in a member state of the European Union, whereby the applicability of mandatory law of the state in which you have your habitual residence remains unaffected.
Bitbond STO KYC Process and Online Subscription Process
Conditions of Participation and Use
The following terms and conditions apply to participation in the Bitbond STO KYC Process and the Online Subscription Process of Bitbond Finance GmbH. The Bitbond Finance GmbH has its registered office in Berlin, Germany, at the address Strelitzer Str. 60, 10115 Berlin, and is registered in the Commercial Register of the Local Court Charlottenburg under HRB 198270 B, email: [email protected] (hereinafter referred to as "Bitbond", "us" or "we").
Explanation of the planned Bitbond STO
Bitbond intends to initiate a so-called Security Token Offering ("STO") in Germany in order to raise funds for further business development. The issuance of the qualified subordinated token-based bonds ("BB1 tokens") by means of the STO is subject to German law. A securities prospectus and related supplements have been approved by the German Federal Financial Supervisory Authority (BaFin) and are available on the website www.bitbondsto.com. Please refer to the Bond Terms and Conditions, the Securities Prospectus and relevant supplements for the content and structure of the STO
The public offering of the STO begins on March 11, 2019, at 12:00 noon CET.
The STO is primarily aimed at domestic investors. US citizens, US Green Card holders, other persons or companies subject to US or Canadian tax may not participate in the subscription, as well as other investors from countries in which the offer of the token is not permitted or which are on the current country list of high-risk and other supervised jurisdictions of the Financial Action Task Force (FATF).
By participating in the Bitbond STO KYC Process and Online Subscription Process, the Customer acknowledges and agrees to the following Conditions of Participation and Use.
§ 1 - Scope
The Bitbond STO Know Your Customer Process ("KYC Process") and the Bitbond STO Online Subscription Process ("Online Subscription Process") for the subscription of BB1 tokens is performed exclusively over the Bitbond operated website https://www.bitbondsto.com (hereafter referred to as the "Website"). In order to access the Website, the Customer must have a computer or mobile device equipped with an internet connection.
The securities prospectus applicable to the Bitbond STO and the public offering for subscription of qualified subordinated token-based Notes ("BB1 tokens") and the related supplements as well as the Bond Terms and Conditions are available on the Website and can be downloaded.
§ 2 - General exclusion from participation in the Bitbond STO
2.1 Natural persons to whom US American or Canadian tax law applies may not participate in the Bitbond STO
2.2 Moreover, natural persons are also excluded from participation in the Bitbond STO, who have their domicile, tax residence or habitual residence in a state (i) in which the sale or purchase of crypto currencies or other crypto tokens is prohibited or is only permitted under certain conditions (e.g., the United States or Canada), (ii) which is on the Financial Action Task Force (FATF) list of "high-risk and other monitored jurisdictions" or (iii) which is subject to embargo or sanctions, in particular by the USA or the EU.
2.3 Legal entities and partnerships which have their registered office in a country pursuant to § 2.1 or § 2.2 or are subject to taxation in such a country are also excluded from participation in the Bitbond STO.
2.4 The KYC Process and the Online Subscription Process are not offered to natural persons or legal entities and partnerships that are excluded from the Bitbond STO under § 2.1, § 2.2 and § 2.3 above.
§ 3 - Registration for the Bitbond STO KYC process
3.1 Registration for the KYC Process may only be done over our website and is a prerequisite for participating in the Bitbond STO. Registration is free of charge and does not oblige you to submit a binding offer for the subscription of BB1 tokens as part of the Bitbond STO.
3.2 Natural persons, legal entities and partnerships may register to participate in the STO, if they are not excluded from participating under § 2 (hereinafter also referred to as "Customer" or "Customers").
Natural persons must register themselves.
Legal entities or partnerships may be registered for the Bitbond STO KYC process by an legally acting representative or one doing so by virtue of their executive power (organschaftlicher Vertreter) who is entitled perform registration and all other business activities in accordance with these Conditions of Participation and Use, in particular by submitting a binding offer to subscribe BB1 tokens.
The Customer must follow the instructions for registration found on the website.
3.3 Natural persons must provide their full name (first name and surname), date of birth, place of birth, nationality, serial number of a valid official identity document containing a photograph which fulfills the passport and identification requirements in Germany (e.g., identity card or passport), their residential address (street, house number, postal code, municipality, country of residence) and their telephone number. Moreover, a copy of the official identity card (front and back), which enables us to identify you pursuant to § 4 must be uploaded. Additionally, the tax identification number (TIN) assigned to the natural person must be stated and whether the natural person belongs to a church or religious community in Germany or not.
3.4 The following must be stated with respect to legal entities or partnerships, the company name as incorporated (Firma), name under which it does business (Name) or designation, legal form, commercial registration number, if applicable, the assigned tax identification number (TIN), address of the registered office or main branch and the names of the members of the representative body or the names of its legal representatives.
If a member of a representative body or a legal representative is a legal entity, the information referred to in the first sentence above must also be collected for this legal entity.
In order to enable us to identify the legal entity or partnership pursuant to § 4, (i) a copy of an extract from the commercial register or from a comparable official register or directory or (ii) a copy of the foundation documents or equivalently conclusive documents must be uploaded.
In order to identify the person acting on behalf of the legal entity or partnership pursuant to § 4, the information corresponding to § 3.3 must also be provided for that person and a copy of a valid official ID for that person must also be uploaded. In addition, a copy of a document which enables us to verify the power of representation must be uploaded, provided this cannot already be taken from the extract from the commercial register or from a comparable official register or directory.
3.5 With respect to legal entities or partnerships, the beneficial owner must be provided including the full name (first name and surname), date of birth, place of birth, nationality, tax identification number (TIN) assigned to the natural person of the beneficial owner and the serial number of a valid official identity document that contains a photograph and fulfills the passport and identity card requirement in Germany (e.g., identity card or passport). A copy of the official identity document (front and back) enabling us to identify the beneficial owner pursuant to § 4, must be uploaded.
The beneficial owner is the natural person who ultimately owns or controls the legal entity or partnership, or the natural person at whose occasion a transaction is ultimately performed or with whom the business relationship with Bitbond is ultimately established. Thus, the beneficial owners also include any natural person who directly or indirectly holds more than 25 percent of the capital shares in the legal entity or partnership or controls more than 25 percent of the voting rights or exercises control in a comparable manner. Regarding foundations with legal capacity and regarding legal structures with which assets are administered or distributed on a fiduciary basis or with which administration or distribution is commissioned by third parties, or with respect to comparable legal forms, the beneficial owners include: Any natural person acting as a settlor, trustee of trusts, or protector, if present; any natural person who is a member of the foundation's board of directors; any natural person designated as a beneficiary; the group of natural persons for whose benefit the assets are to be managed or distributed, if the natural person who will become the beneficiary of the assets under management has not yet been designated; and any natural person who otherwise directly or indirectly exercises a dominant influence on the management or distribution of the assets.
3.6 An email address must be provided for registration and a password must be chosen that satisfies certain security requirements. The email address must be suitable for long-term communication; in particular, disposable email addresses are not permitted.
3.7 The Customer will receive an email to the email address specified by it; this email will contain a verification link on which the Customer must click before registration for the KYC process can be completed, in addition to a welcome email.
The Customer shall confirms the identity of its email address and receipt of the following documents by activating the verification link: these Conditions of Participation and Use, Securities Prospectus including supplements, Bond Terms and Conditions, Data Protection Statement as well as Conditions of Participation and Use for the Bitbond STO Affiliate Partner Program (Tippgeber Program).
3.8 Bitbond must be informed immediately of any changes to the information provided under § 3.3, § 3.4 or § 3.5, § 3.6.
§ 4 - Customer identification in the KYC process and registration confirmation
4.1 We verify the identity of our customers and, if applicable, the person acting on their behalf or the beneficial owner by checking the information provided under § 3.3, § 3.4 or § 3.5 based on the copies of uploaded document.
4.2 Successful customer identification is a prerequisite for confirmation of the customer's registration and participation in the online subscription process under § 5.
4.3 The Customer does not have a right to confirmation of its registration. Bitbond has complete discretion in confirming the customer`s registration. In particular, we may refuse to confirm the registration without giving reasons or we may request further information, documents or that video identification procedures (e.g., a so-called video identification procedure) be performed.
4.4 Bitbond will perform identification of the Customer via video identification procedures for investments of EUR 10,000 or more made by bank transfer by the Customer.
In the case of investments in a crypto currency corresponding to an amount of EUR 10,000 or more, Bitbond will carry out customer identification by means of video identification procedures.
4.5 The Customer can access its account on the website and login with its access data once registration has been completed.
4.6 However, after a Customer`s registration is confirmed, Bitbond may at any time request further information, documents or that identification procedures (e.g. a so-called video identification procedure) be performed in order to identify the respective Customer or beneficial owners.
4.7 The Customer shall inform Bitbond of any change in its name, address, email address and any changes affecting its tax residence for the duration of the business relationship
§ 5 - Participation in the Online Subscription Process
5.1 Participation in the online subscription process of the Bitbond STO is only possible via our website and is only permitted for customers registered and identified in accordance with § 3 and § 4.
5.2 After successful registration via our website, the Customer may participate in the Online Subscription Process from the beginning until the end of the subscription period as provided by the Securities Prospectus. For this, the Customer must be logged into its account on the website with its access data.
In order to be able to submit a binding request subscribe BB1 tokens, the Customer must follow the instructions on the website for the online subscription process.
The Customer will be given the opportunity to check and, if necessary, correct the data provided and the investment amount/number of BB1 tokens before completing the online subscription process. Subsequently, the Customer will receive the following by email: these Conditions of Participation and Use, the Securities Prospectus including supplements, the Bond Terms and Conditions, the Data Protection Statement and Conditions of Participation and Use for the Bitbond STO Affiliate Partner Program (Tippgeber Program). If the Customer is a consumer, the Customer will also receive the Consumer Information hereto in the email, including the Withdrawal Instructions. The Customer must confirm receipt of the aforementioned documents on the website before completing the online subscription process.
The Customer submits a binding request to subscribe by clicking on the button "Invest with Payment" at the end of the online subscription process. The Customer waives any claim to receiving a declaration of receipt regarding its request to subscribe BB1 tokens.
5.3 Bitbond shall provide each Customer with a Stellar Wallet for the receipt of BB1 tokens. Bitbond has no access to the private key of a Customer. Once the Customer receives the BB1 tokens, it may freely transfer BB1 tokens to the Stellar Wallet made available to it or to the Wallet address (public key) assigned to the Customer.
§ 6 - Data Protection
The current Data Protection Statement can be viewed on the website at https://www.bitbondsto.com/de/privacy.
§ 7 - Liability
7.1 We are liable for willful action and gross negligence pursuant to the applicable statutory provisions. In the event of slight negligence, we are only liable if a breach of a material contractual obligation (cardinal obligation) occurred, the fulfilment of which is essential for proper performance of the contract and the observance of which may be regularly relied upon by the Customer, and in the event of damages resulting from injury to life, limb or health. We are only liable for foreseeable damage, the occurrence of which may be customarily expected, in the event of slight negligence.
Liability under the German product liability law (Produkthaftungsgesetz) or for damages based on breach of a guarantee assumed by us, remains unaffected. Insofar as the Telecommunications Act (TKG) is to be applied, the liability regulation in § 44 a TKG remains unaffected.
The above limitation of liability also applies to the benefit of our employees, representatives, organs and vicarious agents.
We are not liable for loss of data, if the damage is due to the Customer having failed to perform data backups to thereby ensure that lost data can be restored with reasonable effort. In particular, Bitbond is not liable for the loss of the Customer's private key. The Customer is solely and exclusively responsible for the safekeeping of its assigned BB1 tokens.
7.2 Due to the current state of technology data communication via the internet cannot be guaranteed to be error-free and/or available at all times. Bitbond is therefore not liable for the constant and uninterrupted availability of the website.
§ 8 - Language
These Conditions of Participation and Use are drawn up in the German language. Translations of these Conditions of Participation and Use into another language are for information purposes only. If a translation deviates from the German language version, this German language version controls.
§ 9 – Applicable Law
The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions. If a Customer is a consumer and its habitual residence is in a member state of the European Union, German law shall also apply, whereby mandatory provisions of the state in which the Customer has its habitual residence shall remain unaffected. Place of court jurisdiction is Berlin.
Bitbond STO Affiliate-Program
The following terms and conditions apply to the participation in the Bitbond STO Affiliate-Program of Bitbond Finance GmbH based in Germany, Berlin, Strelitzer Str. 60, 10115 Berlin, registered with the commercial register of the local court (Amtsgericht) of Charlottenburg under HRB 198270 B (hereinafter referred to as “Bitbond“, “us“ or “we“).
Explanation of the planned Bitbond STO
Bitbond intends to initiate a so-called security token offering (“STO”) in Germany to raise funds for its further business development. The STO of the BB1-Token will be governed by German law. A prospectus has been approved by the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and is available on the website www.bitbondsto.com. Reference is made to the Prospectus including any supplements for the content and structure of the STO.
The Public Sale of the STO starts on March 11, 2019 12:00 CET.
Primarily, the STO shall address domestic investors. Excluded from subscription shall be US citizens, US Green Card holders, other persons or companies subject to US or Canadian taxation as well as other investors from countries in which the offer of the Token is not permitted or that are filed on the current country list of high-risk and other monitored jurisdictions of the Financial Action Task Force (FATF).
Bitbond initiates this STO Affiliate-Program to reward eligible Affiliate Partners (Tippgeber) for introductions to investors (“Investors”). An Affiliate Partner with regard to our STO is defined as follows:
Someone who only gives an indication of the possibility to subscribe token in the Bitbond Token Sale, without consciously influencing the Investor on purpose in order to bring about the Investor's willingness to conclude the Token Sale Agreement (mere naming of the possibility of closing deals); or someone who just names potential investors vis-à-vis Bitbond.
Participation in the STO Affiliate-Program is possible after having signed up to the Bitbond STO Waitlist. You can find the Terms & Conditions for participation in the Bitbond STO Waitlist Procedure here: https://www.bitbondsto.com/terms.
After the start of our KYC Process, participation in the Affiliate-Program will only be possible after your registration for our KYC Process. You can find the Terms & Conditions for participation in the Bitbond STO KYC Process here: https://www.bitbondsto.com/terms#kyc
Participating in the Affiliate-Program is subject to the following conditions.
§ 1 – Eligibility for the Bitbond STO Affiliate-Program
1.1 Before the start of our KYC Process, to become an Affiliate Partner for the Bitbond STO Affiliate-Program you have to participate in our Bitbond STO Waitlist Procedure on the basis of the following Terms & Conditions which you can find here: https://www.bitbondsto.com/terms.
When we have started our Bitbond STO KYC Process, you may become our Affiliate Partner for the Bitbond STO Affiliate-Program, by signing up on our website www.bitbondsto.com in order to participate in our Bitbond STO KYC Process on the basis of the following Terms & Conditions which you can find here: https://www.bitbondsto.com/terms#affiliate
When you sign up we will ask you, if you want to become an Affiliate Partner of Bitbond. In case you want to become our Affiliate Partner you will have to accept these Terms & Conditions by enabling the respective checkbox displayed on our website when you sign up to our Bitbond STO Waitlist or KYC Process.
1.2 Eligible for participating in the Bitbond STO Affiliate-Program as “Affiliate Partner” are only the following individuals or entities:
- who have successfully signed up to the Bitbond STO Waitlist and have received a personalized Affiliate link. As you can only sign up once to the Bitbond STO Waitlist, the Affiliate Partner will only receive one personalized Affiliate link to pass on to his/her network; or
- who have successfully completed the Bitbond STO KYC Process and have received a personalized Affiliate link. As you can only receive one personalized Affiliate link to pass on to your network, you may only receive a personalized Affiliate link, in case you have not had already signed up to our Waitlist.
Bitbond has sole discretion about who will be considered an Affiliate Partner. There is no claim to be classified as Affiliate Partner.
1.3 The Affiliate Partner can only participate in the Affiliate-Program and is only eligible to receive Rewards, if the Affiliate Partner has concluded a formal acceptance of these Terms & Conditions as described in § 1.1 of these Terms & Conditions.
§ 2 – Rights and Obligations of the Affiliate Partner
2.1 The Affiliate Partner may pass on the personalized Affiliate link to his/her network and therewith make potential investors aware of the Bitbond STO and Token Sale.
2.2 The Affiliate Partner is not entitled,
- to act as representative for Bitbond, i.e. in particular the Affiliate Partner may not act in the name of Bitbond or make any declarations with legally binding effect for and against Bitbond; or
- before or after the conclusion of a Token Sale Agreement, i.e. in particular to make a personal recommendation; or
- to provide an intermediary service to the Investor, i.e. to forward corresponding declarations of intent by the interested party to Bitbond, which are aimed at concluding Token Sale Agreements or other actions for the promotion of the BB1-Token, or
- to promote the willingness of the Investor to conclude a Token Sale Agreement; or
- to use and distribute the prospectus governing the Bitbond STO.
§ 3 – Affiliate Partner Introductions to Investors
3.1 The Affiliate Partner may pass on the personalized Affiliate link to his/her network of potential Investors e.g. via private messages, email, the Affiliate Partner’s website or social media channels.
Users of the Affiliate Partner’s personalized Affiliate link will be referred to our website www.bitbondsto.com where they can access the prospectus governing the Bitbond STO and sign on to our Bitbond STO Waitlist or sign up for our KYC Process.
3.2 The Affiliate Partner may provide Bitbond with contact details of potential Investors of whom the Affiliate Partner has obtained consent to pass on the contact details to Bitbond in order to receive information on the Bitbond STO.
3.3 The Affiliate Partner does not carry out any advisory or mediation activity in reference to a specific product.
§ 4 – Duration of the Bitbond STO Affiliate-Program
4.1 The Bitbond STO Affiliate-Program will start one day after the publication of the prospectus governing the Bitbond STO on our website www.bitbondsto.com. It shall end on the day on which the public offer is terminated, according to the prospectus this is May 10, 2019. Bitbond reserves the right, to extend this period once by 8 weeks.
4.2 The Affiliate Partner can only refer potential Investors to Bitbond during the aforementioned term of the STO Affiliate-Program.
§ 5 – Affiliate Partner Reward for Successful Referrals
5.1 A Successful Referral of an Investor based on the personalized Affiliate link is the prerequisite in order to receive an Affiliate Partner Reward. For a Successful Referral within the meaning of this Terms & Conditions a Reward is paid to the Affiliate Partner, if the following conditions are met (“Successful Referral”):
- based on the referral of the Affiliate Partner’s personalized Affiliate link, an Investor shall have signed up for the Bitbond STO Waitlist on our website, or shall have registered for our KYC Process, and
- a Token Sale Agreement about an investment amount of EUR 2,000 (two thousand) or more in Euro or a respective amount of a crypto-currency has been concluded on Bitbond’s website based on the introduction of the Affiliate Partner, and
- the Investor meets our KYC requirements, and
- the investment has been paid in due time, and
- and the conclusion has not in case a right of revocation is applicable, been revoked.
5.2. As a further condition for a Successful Referral, Bitbond shall not have already been in contact with the referred Investor or the referred Investor shall not have already concluded a Token Sale Agreement with Bitbond. If an Investor has already been referred to Bitbond by another Affiliate Partner, the referral will not be attributed to the latter referral and Affiliate Partner.
5.3 To receive BB1-Token as Reward the Affiliate Partner must have in addition successfully participated and passed Bitbond’s KYC Process.
5.4 Affiliate Partner Rewards will only be granted in BB1-Tokens. There is no entitlement to payment in a FIAT-currency.
5.5 The Affiliate Partner shall receive in general for a Successful Referral of an Investor as defined in § 5.1 and 5.2 of these Terms & Conditions an Affiliate Partner Reward in the amount of 5% in BB1-Tokens based on the actual amount of investments (Euro or crypto-currency) paid by the referred Investor and not the nominal value of the BB1-Tokens the Investor receives for his investment. In case the Investor has paid in a crypto-currency the respective investment amount will be converted on the basis of the average daily exchange rate of the crypto-currency to EUR published on the website www.cryptocompare.com (or a comparable online platform established on the market in case www.cryptocompare.com is technically unavailable or the use of www.cryptocompare.com becomes unacceptable to Bitbond from an economic point of view). The historical daily average exchange rate published on the calendar day of the incoming payment of the investor will be applied.
The minimum Reward the Affiliate Partner can receive for a Successful Referral of an Investor as defined in § 5.1 and 5.2 of these Terms & Conditions amounts to 100 BB1-Token.
5.6 The Affiliate Partner has the duty to provide the following information to Bitbond as a necessary precondition (condition precedent; aufschiebende Bedingung) for the transfer of the BB1-Tokens to the Affiliate Partner:
The Affiliate Partner will execute and deliver to Bitbond any and all other transaction documents related to this Affiliate Partner Program, especially documents enabling Bitbond to conduct a KYC audit and money laundering audit, including each verification and confirmation, for instance, non-US person status required under the applicable laws; and the Affiliate Partner will provide to Bitbond a technical compatible Stellar network address (“Wallet Address”) for the allocation of his BB1-Tokens. The Affiliate Partner is responsible for the safeguarding and custody of the transferred BB1-Tokens.
5.7 The respective amount of BB1-Tokens as Affiliate Partner Reward will be transferred to the Wallet-Address provided by the Affiliate Partner after the token generating event.
5.8 The Affiliate Partner is entitled to transfer the BB1-Tokens upon receiving. The Affiliate Partner bears all responsibilities and risks associated with such transfers.
5.9 The Affiliate Partner receives only a one-time fee for each of his tips. With the payment of the Affiliate Partner by Bitbond all claims of the Affiliate Partner against Bitbond are fully settled. In particular, there is no additional claim by the Affiliate Partner for reimbursement of expenses.
§ 6 – Restrictions, No Misrepresentation
6.1 The Affiliate Partner shall keep information, documents and materials provided by Bitbond regarding the planned STO, identities and information on STO Investors and their respective investments, strictly confidential. Especially, the Affiliate Partner shall not upload or distribute any STO related information – notwithstanding his/her personalized Affiliate link –, publicly via any websites, social media channels or public messenger programs such as Telegram.
6.2 The Affiliate Partner must show impeccable behaviour regarding the brand of Bitbond and its mother company Bitbond GmbH, and shall not behave in any manner that could bring harm to Bitbond.
§ 7 – Termination
7.1 Bitbond reserves the right to terminate the relation to the Affiliate Partner based on these Terms & Conditions in the event that the STO or stages of the STO do not take place. The decision on the cancellation of the STO lies solely with Bitbond.
7.2 Bitbond may exclude the Affiliate Partner from the program in its sole discretion in case the Affiliate Partner violates a condition as outlined in § 5 and 6 of these Terms & Conditions.
7.3 An Affiliate-Partner may refrain from participating in the Bitbond STO Affiliate-Program at any time. As an Affiliate-Partner you shall inform Bitbond in writing via email or orally in case you do not want to participate in the Bitbond STO Affiliate-Program any longer.
§ 8 – Data protection
It is pointed out that the Affiliate Partner must comply with the relevant data protection regulations. In particular, he must maintain secrecy with regard to all personal, operational and business data of which he gains knowledge in the course of his activities. In addition, confidential data, information and documents must be protected in such a way that unauthorised third parties cannot inspect or access them. These obligations shall also be complied with after termination of the collaboration.
The Affiliate Partner should obtain a declaration of consent from the potential customer for the disclosure of his or her personal data, in case the Affiliate Partner wants to provide Bitbond with contact details of potential Investors according to § 3.2 of these Terms & Conditions.
§ 9 – Taxation
The clarification of the question whether the Affiliate Partner Rewards give rise to taxation (e.g. sales tax, income tax) on behalf of the Affiliate Partner as well as any required tax payment, is incumbent solely on the Affiliate Partner. We recommend the Affiliate Partner to contact tax professionals or the relevant tax authorities for clarification in this regard.
§ 10 – Liability
10.1. The liability of the parties, also for vicarious agents, is limited to intent and gross negligence. This does not apply in the case of damages resulting from injury to life, body or health or in the case of breach of cardinal obligations.
The above limitation of liability shall also apply in favour of our employees, representatives, organs and vicarious agents.
10.2. The Affiliate Partner releases Bitbond from all claims of interested parties or other third parties on first request, which result from a breach of duty or from a violation of legal obligations of the Affiliate Partner, his employees, freelancers, representatives or other vicarious agents under these Terms & Conditions.
§ 11 – Miscellaneous
11.1 These Terms & Conditions set forth the entire agreement and understanding of Bitbond and the Affiliate Partner relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. Any provision of these Terms & Conditions may be amended, waived or modified unitlaterally by Bitbond.
11.2 In the event one or more of the provisions of these Terms & Conditions is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions operate or would prospectively operate to invalidate these Terms & Conditions, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision and the remaining provisions will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
11.3 All rights and obligations hereunder will be governed by, construed and enforced in accordance with the laws of Germany, without regard to the conflicts of law provisions or principles (whether of Germany or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Exclusively relevant shall only be the German legal meaning and the German language version of these Terms & Conditions.
11.4 The competent courts for jurisdiction for all disputes arising from or in connection with these Terms & Conditions are those of the city of Berlin.