BitGirls Crowdsale Terms and Conditions
TOREKABU Token, is a cryptographic token used by the BitGirls project, operated by Tech Bureau Corp. (the “Company”).
the Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this document, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
TOREKABU IS NOT A SECURITY AND THIS IS NOT AN OFFER TO SELL A SECURITY.
TOREKABU IS NOT AN INVESTMENT AND SHOULD NOT BE PURCHASED AS AN INVESTMENT.
TOREKABU IS NOT AN STOCK SHARE OF ANY ENTITIES INCLUDING THE COMPANY.
Anyone retrieving TOREKABU certifies that they are doing so out of a desire to use or consume TOREKABU on the Counterparty network and for BitGirls project, to participate in the TOREKABU community and for the utility value of TOREKABU, to receive voting tokens for the BitGirls project, and not for any speculative, investment or financial reasons.
TOREKABU is not a cryptocurrency.
At the time of this writing, TOREKABU (i) cannot be exchanged for goods or services, (ii) has no known uses outside the Counterparty network or BitGirls project, and (iii) cannot be traded on any known exchanges other than Zaif or Counterparty DEX.
TOREKABU is not an investment.
There is no guarantee – indeed there is no reason to believe – that the TOREKABU you purchase will increase in value. TOREKABU MAY – AND LIKELY WILL – DECREASE IN VALUE. Those who do not actually use their TOREKABU honestly and fairly will lose their TOREKABU to those who do.
If you purchase TOREKABU, you agree and certify that you are purchasing for your own consumption and use on the Counterparty network and for the BitGirls project, and NOT AS AN INVESTMENT OR SECURITY.
TOREKABU is not evidence of ownership or right to control.
Controlling TOREKABU does not grant its controller ownership or equity in the Company, or the BitGirls project. TOREKABU does not grant any right to participate in the control, direction or decision-making of the Company or the BitGirls project.
The purchaser’s TOREKABU may be associated with a Zaif account until they are distributed to the purchaser and the purchase send them to the outside addresses. The Zaif account can only be accessed with login credentials selected by the purchaser. The loss of these credentials will result in the loss of TOREKABU. Loss of credentials associated with any third party and or(of?) digital wallet containing and or(of?) controlling TOREKABU will result in loss of TOREKABU. Best practices dictate that purchasers safely store credentials in one or more backup locations geographically separated from the working location.
2) Risks Associated with the Counterparty Protocol
TOREKABU and voting tokens are based upon the Counterparty protocol. As such, any malfunction, unintended function or unexpected functioning of the Counterparty protocol may cause the Zaif crowdsale or TOREKABU to malfunction or function in an unexpected or unintended manner. XCP, the native unit of account of the Counterparty Protocol may itself lose value in ways similar to TOREKABU, and also other ways. More information about the Counterparty protocol is available at http://counterparty.io/.
3) Risks Associated with Witnessing, Voting and Other Utility Uses with the BitGirls project
The purchaser may lose TOREKABU or voting tokens by carelessly or maliciously exercising any voting rights that may be associated with TOREKABU. Failing to vote as required by the BitGirls project may result in a loss of TOREKABU. Voting for an outcome that is in the minority of the recorded votes may result in a loss of TOREKABU or voting tokens.
4) Risks Associated with Purchaser Credentials
Any third party that gains access to the purchaser’s login credentials or private keys may be able to dispose of the purchaser’s TOREKABU. To minimize this risk, the purchaser should guard against unauthorized access to their electronic devices.
5) Risk of Unfavorable Regulatory Action in One or More Jurisdictions
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of Zaif and TOREKABU could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital tokens like TOREKABU, which could impede or limit the development of Zaif or the BitGirls project.
The core business of the Company, have been, and will likely continue to be, the subject of scrutiny by various regulatory bodies around the world. The legal ability for the Company to operate the BitGirls project in some or all jurisdictions could be eliminated by future regulation or legal actions. In the event that it is not legal for the BitGirls to operate in a jurisdiction, the Company will cease operations in that jurisdiction. There is a serious risk that the Company will be unable to operate if regulation makes it difficult to do so.
6) Risk that the BitGirls project, As Developed, Will Not Meet the Expectations of the Purchaser
The BitGirls project is presently under development and may undergo significant changes before release. Any expectations regarding the form and functionality of TOREKABU or the Counterparty network held by the purchaser may not be met upon release, for any number of reasons including a change in the design and implementation plans and execution of the BitGirls Project.
7) Risk of Theft and Hacking
Hackers or other groups or organizations may attempt to interfere with the Counterparty network, Zaif or the availability of TOREKABU in any number of ways, including, but not limited to, denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.
8) Risk of Security Weaknesses in the TOREKABU network Core Infrastructure Software
Zaif and the tools associated with the BitGirls project consist of open-source software that is itself based on open-source software. There is a risk that the Company, or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the BitGirls project interfering with the use of or causing the loss of TOREKABU.
9) Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography
Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Counterparty platform, which could result in the theft or loss of TOREKABU.
10) Risk of Lack of Adoption or Use of TOREKABU
While TOREKABU should not be viewed as an investment, it may potentially (but likely will not) have value over time. That value may be limited if the BitGirls project lacks use and adoption. If this becomes the case, there may be few or no markets upon which to utilize TOREKABU, limiting the value of TOREKABU.
11) Risk of an Unfavorable Fluctuation of Bitcoin (“BTC”) and Other Currency Value
The Company intends to use the proceeds of the TOREKABU presale to fund development of the BitGirls TV shows and associated tools. The proceeds of the TOREKABU presale will be denominated in BTC, other cryptocurrencies and tokens , and converted into other cryptographic and fiat currencies. If the value of BTC, other currencies or tokens fluctuates unfavorably during or after the presale, the Company may not be able to fund the BitGirls project, or may not be able to develop the tools accociated with it in the manner that it intended or promised.
12) Risk of an Illiquid Market for TOREKABU
There are currently no exchanges upon which TOREKABU might trade except Zaif and Counterparty DEX. If ever exchanges do develop, they will likely be relatively new and subject to poorly-understood regulatory oversight. They may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the exchanges representing a substantial portion of the volume in TOREKABU trading are involved in fraud or experience security failures or other operational issues, such exchanges’ failures may result in a reduction in the value or liquidity of TOREKABU.
13) Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, funds held using the Counterparty or Bitcoin network are generally uninsured. In the event of loss or loss of value, there is no public insurer or private insurer, to offer recourse to the purchaser.
14) Risk of Dissolution of the BitGirls
It is possible that, due to any number of reasons, including without limitation, an unfavorable fluctuation in the value of Bitcoin, (other cryptographic, tokens, and fiat currencies,) unfavorable fluctuation in the value of TOREKABU, the failure of business relationships, or competing intellectual property claims, the BitGirls project may no longer be a viable business and the Company may dissolve or the BitGirls project may fail to launch or continue.
15) Risk of Malfunction in the Counterparty network
It is possible that the Counterparty network malfunctions in an unfavorable way, including, but not limited to, one that results in the loss of TOREKABU, confidential information, or personal data.
16) Unanticipated Risks
Cryptocurrency and cryptographic tokens are a new and untested technology. In addition to the risks set forth here, there are risks that the Company cannot anticipate. Risks may further materialize as unanticipated combinations or variations of the risks set forth here.
Terms and Conditions
This Crowdsale Purchase Agreement (the “Agreement”) contains the terms and conditions that govern your purchase of TOREKABU Tokens (“TOREKABU”) during the TOREKABU Crowdsale (the “Crowdsale”) and is an agreement between Tech Bureau, Corp. (“Tech Bureau”, the “Company”, “we”, “us”, or “our”) and you or the entity you represent (“you”). This Agreement takes effect when you (i) click an “I Accept” button or check box presented with these terms or, if earlier, (ii) when we receive payment in full pursuant to Section 2 (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. If you are entering into the Agreement on behalf of any other party, such as clients of a company, you represent to us that you have the legal authority to bind all parties involved and all parties have been provided copies of, and agreed to, the terms of the Agreement and the TOREKABUI Risk Disclosure document.
THESE TERMS INCLUDE, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
Section 12 contains the definitions of certain capitalized terms used in this Agreement. Though you should read and understand this entire document before agreeing to its terms, you should pay particular attention to those terms written in ALL CAPITAL LETTERS.
1.2 Support to You. We will provide web-based support only, including email, web forums, and knowledge base support. We will not provide telephone or live support. Our support email is email@example.com.
1.3 Third Party Content. Third Party Content may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. We do not accept liability for any fees incurred or damages caused by your use of any Third Party Content. We do not guarantee the availability of any Third Party Content for any purpose. We do not guarantee the accuracy or precision of any information provided to us by any third party, including, without limitation, network information, pricing information or other statistical data. We may change, discontinue, or deprecate any of the Third Party Content.
2. Purchase and Delivery of TOREKABU.
2.1 Purchase. You agree to purchase and we agree to sell as an exchange among cryptocurrencies and tokens but not as an payment by the fiat currencies, on the terms set forth herein, your Resulting Distribution. Your purchase is final. We will not provide any refund of the purchase price under any circumstances. The exact purchase time of all purchases of TOREKABU during the Crowdsale will be calculated and recorded as of the time they are received and processed by the Company, and the BitGirls tools. THE PURCHASE PRICE OF TOREKABU WILL VARY BASED ON THE TIME OF THE PURCHASE; THE BITCOIN BLOCK TIME OR NEM BLOCK TIME ASSOCIATED WITH YOUR PURCHASE WILL CONTROL YOUR PURCHASE PRICE AND RESULTING DISTRIBUTION.
2.2 Delivery Date. After completion of the Crowdsale, the account with which you used to properly purchase TOREKABU will be credited with the appropriate quantity of TOREKABU from the Resulting Distribution.
2.3 Delivery Method. All deliveries from the Resulting Distribution will be made electronically. Deliveries will be made directly to the Zaif account associated with your purchase of TOREKABU.
2.4 Third Party Payment Processor. If you purchase or acquire BTC using a third party payment processor (e.g., ShapeShift, YUNBI, Gatecoin), that payment processor is your agent, not ours, for the purpose of the payment and purchase. You, not we, are responsible for ensuring that we actually receive the appropriate amount of BTC. We are not responsible for any loss of funds due in any part to the use of a third party payment processor.
2.5 Restriction of TOREKABU Transfers or Trade. FOR A PRESENTED PERIOD FOLLOWING THE CONCLUSION OF THE Crowdsale, YOU WILL NOT BE PERMITTED TO TRANSFER OR TRADE ANY OF YOUR TOREKABU. This transfer / trade restriction will be enforced and cannot be shortened.
3. Security and Data Privacy.
3.1 Your Security. You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account, (ii) private keys required to access any relevant Bitcoin address or your Zaif account, and (iii) your username, password and any other login or identifying credentials. In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.
3.2 Additional Information. You will provide to us, immediately upon our notice of request, information that we, in our sole discretion, deem to be required to maintain compliance with any federal, state or local law, regulation or policy. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of you, government identification cards, or sworn statements.
3.3 Your Information. We may use aggregate statistical information about your activity, including without limitation your activity on the BitGirls Site and logins to various websites, for marketing or any other purpose in our sole discretion. the Company may use your IP address in connection with verifying your purchase of TOREKABU. However, we will not release your personally-identifying information to any third party without your consent, except as set forth herein or in any Policy or amended Policy.
4. Your Responsibilities.
4.1 Security and Backup. You are responsible for properly configuring any software in connection with your access to or use of BitGirls. Zaif log-in credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your credentials to your agents and subcontractors or employees performing work on your behalf.
4.2 End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement. You are responsible for End Users’ purchase and use of TOREKABU. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement.
4.3 End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
5. Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6. Term; Termination.
6.1. Term. The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with this Agreement.
6.2 Termination. This Agreement will terminate automatically upon the delivery of substantially all of your Resulting Distribution. We may terminate this Agreement in our sole discretion if you breach any term or Policy.
6.3. Effect of Termination. Upon any termination of this Agreement: (a) all your rights under this Agreement immediately terminate; (b) you are not entitled to a refund of any amount paid; (c) you will immediately return or, if instructed by us, destroy all the Company’s Content in your possession; and (d) Sections 4.1, 5, 6.3, 7, 8, 9, 10, 11, 12 and 13 will continue to apply in accordance with their terms. We will not be liable for any special, incidental or consequential damages you sustain, including without limitation any special, incidental or consequential damages due to any loss of credentials, login information or private keys for any website or software or your inability to access any website or account.
7. Proprietary Rights.
7.1 Suggestions. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential or proprietary. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
7.2 Hardware and Software. Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the TOREKABU in your Resulting Distribution) used by the Company or its affiliates.
7.3. Intellectual Property. We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
8.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning this Agreement or your use of TOREKABU, whether or not the TOREKABU was sold to you under this Agreement. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at reasonable hourly rates.
8.2. Process. We will promptly notify you of any claim subject to Section 8.1, but our failure to promptly notify you will only affect your obligations under Section 8.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
9. Risks and Disclaimers.
9.1 Risks. YOU UNDERSTAND THAT TOREKABU, BLOCKCHAIN TECHNOLOGY, THE COUNTERPARTY AND BITCOIN PROTOCOL, BTC AND DECENTRILIZED SKILL BASED ESPORT COMPETITION SITES ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF THE COMPANY’S CONTROL AND ADVERSE CHANGES IN MARKET FORCES OR TECHNOLOGY, BROADLY CONSTRUED, WILL EXCUSE THE COMPANY’S PERFORMANCE UNDER THIS AGREEMENT.
IN PARTICULAR, AND IN ADDITION TO THE TERMS OF THIS DOCUMENT, YOU ASSUME ALL RISK OF LOSS RESULTING FROM, CONCERNING OR ASSOCIATED WITH THE RISKS SET FORTH IN THE TOREKABU Risk DISCLOSURE.
9.2 Disclaimers. THE TOREKABU IS PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE TOREKABU OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE TOREKABU OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
TRANSCTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE CROWDSALE, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING BUT NOT LIMITED TO, HIGH NETWORK VOLUME, COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, AND USER FAILURE. THE COMPANY IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, BTC, TOREKABU, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES.
WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE TOREKABU IN YOUR RESULTING DISTRIBUTION.
10. Limitations of Liability.
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE TOREKABU, INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THE COMPANY’S SERVICE OR THIS AGREEMENT, INCLUDING AS A RESULT OF POWER OUTAGES, MAINTENANCE, DEFECTS, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE TOREKABU; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA, INCLUDING RECORDS, PRIVATE KEY OR OTHER CREDENTIALS, ASSOCIATED WITH ANY TOREKABU, WHETHER OR NOT OBTAINED UNDER THIS AGREEMENT AS PART OF THE RESULTING DISTRIBUTION.
IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE VALUE (IN UNITED STATES DOLLARS AT THE TIME OF THE Crowdsale) YOU PAID US IN EXCHANGE FOR TOREKABU UNDER THIS AGREEMENT IN THE Crowdsale.
YOU WAIVE YOUR RIGHT TO DEMAND THE RETURN OF ANY VIRTUAL CURRENCY YOU PAID US IN THE Crowdsale UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, A DEMAND FOR SPECIFIC PERFORMANCE.
11. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the Company’s Site or, only if you have provided us with your email address, by email. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email. It is your responsibility to check the Company’s Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
12.1 Confidentiality and Publicity. You may use the Company’s Confidential Information only in connection with your purchase of TOREKABU under this Agreement and pursuant to the terms of this Agreement. You will not disclose the Company’s Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Company’s Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your purchase of TOREKABU. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
12.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Bitcoin or Counterparty protocols or any other force outside of our control.
12.3 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
12.4 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity.
12.5 Japanese Government Rights. TOREKABU is provided to the Japan Government as “virtual currency”. If you are purchasing TOREKABU on behalf of the Japanese Government and these terms fail to meet the Japanese Government’s needs or are inconsistent in any respect with the law, you will immediately discontinue your purchase of the TOREKABU. The terms “virtual currency” is defined in the draft of the extention of the Fund Settlement Law.
12.6 Import and Export Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, export, and re-export control and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country or individual-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use TOREKABU.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Company’s Site; or (ii) sending an email to the email address then associated with your account. Notices we provide by posting on the Company’s Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
(b) To Us. To give us notice under this Agreement, you must contact the Company by email to firstname.lastname@example.org. We may update this email address for notices to us by posting a notice on the Company’s Site. Notices to us will be effective one business day after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English or Japanese language.
12.8 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 11 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
12.9 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
12.10 Reformation and Severability. Except as otherwise set forth herein, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
12.11 Disputes Resolution by Binding Arbitration; Jury Trial Waiver; Class Action Waiver; Limitation of Time. For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to TOREKABU or this Agreement (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. The arbitration will take place in the judicial district of Osaka. As used in this Section, “we” and “us” mean the Company. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with this Agreement (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.
The arbitration will be conducted before one commercial arbitrator from the JCAA with substantial experience in resolving commercial contract disputes. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the JCAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”). Where no claims or counterclaims exceed 1 million JPY, the dispute will be resolved by the submission of documents without a hearing, unless a hearing is requested by a party or deemed necessary by the arbitrator, in which case, a party may elect to participate telephonically.
You should review this provision carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding this agreement to arbitrate, claims of defamation, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the court located in Osaka, Japan. Additionally, notwithstanding this agreement to arbitrate, you or we may seek emergency equitable relief before the court located in Osaka, Japan in order to maintain the status quo pending arbitration and hereby agree to submit to the exclusive personal jurisdiction of the court located Osaka, Japan for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) you and we will pay our respective attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
This Section will survive termination of your account and this Agreement as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) above of this Section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, either subpart (a) or (b) above of this Section is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in the cort located in Osaka, Japan.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IT WILL BE FOREVER BARRED.
12.12 Entire Agreement; Japanese Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain the Parties and their affiliates’ entire obligation regarding the security, privacy and confidentiality of your personal information. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the Japanese language version of the Agreement will control if there is any conflict.
“the Company’s Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. The Company’s Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. The Company’s Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown conclusively by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown conclusively by documentation to have been independently developed by you without reference to the Company’s Confidential Information.
“The Company’s Content” means Content we or any of our affiliates make available in connection with this Agreement or on the the Company’s Site to allow access to or purchase of TOREKABU. The Company’s Content does not include TOREKABU.
“TOREKABU Risk Disclosure” means the TOREKABU Risk DISCLOSURE DOCUMENT – RISKS ASSOCIATED WITH TOREKABU AND THE BITCOIN NETWORK document that discloses important risks associated with the TOREKABU and the Bitcoin / Counterparty network.
“the Company’s” means http://www.BitGirls.io/, http://Zaif.jp/, and any successor or related site used by us.
“Content” means software (including machine images), data, text, audio, video, images or other content.
“End User” means any individual or entity that directly or indirectly through another user, purchases TOREKABU on behalf of another person or entity.
“Policies” means the Site Terms, all restrictions described in the Company’s Content and on the Company’s Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on the Company’s Site. In the event of a conflict between any Policy and this Agreement, the terms of this Agreement prevail.
“TOREKABU” means the digital tokens used for the BitGirls project.
“Resulting Distribution” means the amount of TOREKABU we distribute to you according to your purchase made during the Crowdsale.
“Crowdsale Period” is defined at the Company’s Site, as measured by the Zaif servers, Bitcoin Block period selected, and NEM Block period selected, at the exclusive discretion of the Company. Transactions occurring after the closest Bitcoin or NEM Block period, as determined at the exclusive discretion of the Copmpany, will be rejected. We reserve the right to modify the duration of the Crowdsale Period at our sole discretion and for any purpose.
“Site Terms” means the terms of service located at http://Zaif.jp/ and http://BitGirls.io/ as they may be updated by us from time to time.
“Suggestions” means all suggested modifications, improvements, additions or subtractions to our business that you provide to us.
“Term” means the term of this Agreement described in Section 6.1.
“Third Party Content” means Content made available to us or to you by any third party, including without limitation any price, speed, volume, frequency, or statistical information.
日本語 / English
BitGirls Crowdsale Terms and Conditions
BitGirls Crowdsale Terms and Conditions