These Terms and Conditions regulate the sale of PixelCash cryptographic tokens (“PXLT”) to participants of the initial sale (together referred to as the “Holders” and individually as the “Holder”).
SECTION 1. SALE POLICY STATUS AND ACCEPTANCE
1.1. This Sale Policy (hereinafter referred to as the “Policy”) sets forth general rules and procedure of the Pixel Charity Tokens Sale by the Website Owner and their purchase by Users.
1.2. This Policy is an inalienable part of the Pixel CharityTokens Sale General Terms & Conditions that the User shall carefully read, understand, and irrevocably accept. In terms not regulated by this Policy (including but not limited to intellectual property rights, dispute resolution etc.), the Pixel Charity Tokens Sale General Terms & Conditions shall apply to the relationships that arise hereunder.
1.3. Capitalized terms defined in this Policy shall have the meaning as described in the Pixel Charity General Terms & Conditions.
1.4. Each User must carefully read and comply with this Policy.
1.5. It is understood and presumed per se that by the facts of use of the Website and purchase of Pixel Charity Tokens, the respective User has fully read understood, and irrevocably accepted this Policy. If any User does not agree with this Policy in general or any part of it, such User should withhold from using the Website and/or purchasing Pixel Charity Tokens.
SECTION 2. PIXEL CHARITY TOKENS SALE OFFER AND ACCEPTANCE
2.1. Pixel Charity Tokens are available for purchase to eligible offerees (Users) only during the specified Pixel Charity Tokens Sale period of time that is defined in the Whitepaper and published on the Website.
2.2. The Website Owner’s publication on the Website of an offer to sell Pixel Charity Tokens to eligible offerees (potential Pixel Charity Token purchasers) is considered a legally binding offer of the Website Owner to sell Pixel Charity Tokens (hereinafter referred to as the “Offer”).
2.3. The Offer shall be available only at the Website. Any other offers concerning Pixel Charity Tokens Sale presented on any other websites or internet resources shall be considered null and illegal.
2.4. The number of Pixel Charity Tokens offered for sale by the Website Owner is limited, as is the number of tokens to be purchased by a User. Such number of Pixel Charity Tokens to be offered and available for purchase shall be defined as is published on the Website.
2.5. Legally binding acceptance of the Offer shall be conducted by a User on the Website (hereinafter referred to as the “Offer Acceptance”) by clicking on the respective “Apply for token sale” button (or similar) on the Website. From this moment, the Offer shall be considered formally accepted by the respective User and the User shall be obliged to pay the price of the respective amount of Tokens (on the condition that the respective User complies with the eligibility requirements set forth by the Website Owner).
2.6. Offer Acceptance by an eligible User shall be deemed irrevocable.
SECTION 3. PRICE AND PAYMENT PROCEDURE
3.1. The price of one Pixel Charity Token is set forth in the respective Cryptocurrency and shall be mentioned in the Whitepaper and published on the Website.
3.2. The payment of Pixel Charity Tokens can be conducted by Users in the respective Cryptocurrency .
3.3. We do not accept fiat currency as payment for Pixel Charity Tokens. In order to buy Pixel Charity Tokens with legal tender, the User shall convert such funds into Cryptocurrency.
3.4. To purchase Pixel Charity Tokens, the User shall only send Cryptocurrency funds from his/ her personal wallet (hardware wallet) in the amount which is commensurate to the amount of the Pixel Charity Tokens the User is willing to receive for such payment. It is prohibited to send Cryptocurrency funds to purchase Pixel Charity Tokens from any Cryptocurrency exchanges (Coinbase, Poloniex, or others). The User undertakes to control solely the address and/or the Cryptocurrency wallet used for the Pixel Charity Tokens Sale contribution, shall not act on behalf of any third party, and shall not transfer the control of the mentioned address or wallet to any third party.
3.5. The User is not entitled to send any funds to purchase Pixel Charity Tokens until the Pixel Charity Tokens Sale has officially begun, except for the case of the Pixel Charity Tokens Presale that takes place before the general Pixel Charity Tokens Sale (crowdsale) phase and is conducted only among a limited number of specially eligible contributors as shall be defined by the Website Owner. The User is not entitled to send any funds to purchase Pixel Charity Tokens after the ending of the respective Pixel Charity Tokens Sale phase.
3.6. The amount of Pixel Charity Tokens to be provided to a User shall be specified in eligible User’s registered Account on the Website upon completion of Pixel Charity Tokens purchase. The Pixel Charity Tokens shall be sent to the User’s personal respective Cryptocurrency wallet via smart contract after Pixel Charity Tokens Sale distribution Main phase. At that, in order to receive Pixel Charity Tokens the eligible User is obliged to strictly follow any and all requirements and procedures set forth by the Website Owner, as shall be mentioned on the Website or otherwise communicated by the Website Owner to the User (including provision of necessary identification information about the User, information about his Cryptocurrency wallet, filling-in User’s profile on the Website, complying with KYC/AML/screening procedures, etc.). The Website Owner is not liable for inability of the User to receive or use Pixel Charity Tokens because of User’s failure to follow any of the requirements and procedures of the Website Owner or due to any possible misrepresentations of the User and shall not make any refunds of contributions made.
3.7. To the maximum extent permissible under Applicable Law, the purchase of the Pixel Charity Tokens by the User from the Website Owner is final, and, thus, there are no refunds and/or cancellations.
3.8. The Website Owner shall not store Pixel Charity Tokens on a User’s behalf; any Pixel Charity Tokens shall be stored in the User’s own Cryptocurrency wallet.
3.9. The Website Owner does not have any access to any passwords of any User’s Cryptocurrency wallet.
3.10. The purchase transactions of Pixel Charity Tokens shall be stored on Blockchain and available for reference and check.
SECTION 4. OWNERSHIP RIGHTS TRANSFER
4.1. Ownership rights for Pixel Charity Tokens shall be transferred from the Website Owner to the respective eligible purchaser (User) upon completion of the payment procedure at the condition of User’s following the Website Owner’s requirements and procedures as set forth in clause 3.6.
4.2. Ownership rights for the Cryptocurrency proceeds contributed by a User shall be transferred to the Website Owner upon completion of the respective payment procedure.
SECTION 5. PIXEL CHARITY TOKENS SALE PROCEEDS STATUS
5.1. The Cryptocurrency proceeds received by the Website Owner from the sale of Pixel Charity Tokens to Users shall only be deemed as proceeds received from sale of software services, as Pixel Charity Tokens are eventually designated to provide respective help of beneficent service to the Users.
5.2. You agree that Pixel Charity Tokens are securities; the offering of Pixel Charity Tokens is not required to registered with any government entity, and does not represent any share, stake or equivalent rights including, but not limited to, any right to receive future revenue shares and intellectual property rights in Pixel Charity, and do not represent any ownership rights in Pixel Charity.
5.3 You agree that Pixel Charity Tokens also can be stated as utility tokens and represented itself as a specific digital certificate allowing to participate in development of work product and control the deposit status, make a reports and receive certain incomes; the offering of Pixel Charity Tokens (Utility properties) is not required to registered with any government entity, and does not represent any share, stake or equivalent rights including, but not limited to, any right to receive future revenue shares and intellectual property rights in Pixel Charity, and do not represent any ownership rights in Pixel Charity.
SECTION 6. USER’S REPRESENTATIONS AND WARRANTIES
6.1. By accepting this Policy and by buying the Pixel Charity Tokens, the User represents/ warrants and accepts that there are certain risks associated with purchase of Pixel Charity Tokens, holding Pixel Charity Tokens, and using Pixel Charity Tokens. By purchasing Pixel Charity Tokens, the User expressly 3 acknowledges and assumes such risks, including, but not limited to: risk of losing access to the Pixel Charity Tokens in his/her possession due to loss of private key(s) or password, as well as any other registration information; risks associated with the Pixel Charity Tokens Blockchain; risk of mining attacks; risk of hacking and security weaknesses; risks associated with Cryptocurrency markets; etc.
6.2. The User also accepts that the Pixel Charity concept is still in an early development stage and unproven; that is why there is no warranty that the process for creating Pixel Charity Tokens will be uninterrupted or error-free and that there is an inherent risk that the Pixel Charity Blockchain could contain weaknesses, vulnerabilities, or bugs causing, inter alia, the complete loss of Pixel Charity Tokens.
6.3. There is a risk that the use of the Pixel Charity Tokens and relations between the Parties may be governed by any other applicable terms and policies.
6.4. The User agrees to be solely responsible for any applicable taxes imposed on the Pixel Charity Tokens purchased hereunder.
6.5. The User is fully liable for any possible misrepresentations concerning meeting of any eligibility requirements set forth by the Website Owner for the purpose of Pixel Charity Tokens Sale conduction (including, but not limited to, residence requirements).
6.6. The User understands and fully accepts that the Website Owner is entitled to ban or otherwise restrict the User’s participation in the Pixel Charity Tokens Sale (solely upon the Website Owner’s discretion and by any means) if the respective User does not meet any of the eligibility requirements set forth by the Website User for the purpose of Pixel Charity Tokens Sale conduction or on other grounds.
6.7. The User understands and fully accepts that certain jurisdictions restrict (or may restrict in future) their residents or citizens from participation in any token sales, the use of Cryptocurrencies, or use of any Cryptocurrency exchanges for various reasons. The Website Owner does not bear any liability for any possible current or future impossibility to use Pixel Charity Tokens because of the aforementioned or any other possible restrictions.
6.8. The User hereby undertakes to provide valid proof concerning the legality of his/her proceeds used to purchase Pixel Charity Tokens upon the Website Owner’s request or the request of bank institutions or government authorities.
6.9. The User hereby confirms that he/she has not been involved in any illegal activity and that he/she will not use the Website for any illegal activity
SECTION 7. KYC & AML REGULATIONS
7.1. If, at any time, We determine that We must or should comply with applicable law, regulations, or guidance for money services businesses operating in different jurisdictions, We may be required to file details of account activity to appropriate authorities if such required. We may also be required to provide information as required by law to other state or federal agencies in the United States and other jurisdictions including, but not limited to, reporting suspicious transactions of $2,000 or more to approprite authorities, and maintaining records regarding transactions of $3,000 or more (the “Recordkeeping Requirements”).
7.2. We maintain a KYC (Know Your Customer) policy to comply with the Recordkeeping Requirements. We aim to reasonably identify each prospective purchaser of Pixel Charity Tokens by cross-checking user data against governmental watch lists, including, but not limited to, the Specifically Designated Nationals and Blocked Persons List maintained by apropriate authorities, as well as third-party identity verification and authentication services. If Your proposed purchase is flagged through Our internal controls, We may require additional proof of identification from You, and We have the right to not permit any purchases until additional and verifiable proof of identity to our satisfaction is received and You have been approved as a prospective purchaser.
7.3. By agreeing to this Agreement, you acknowledge and agree that that We maintain verification levels that require User participation and verification to obtain, with leveled permissions based on user-supplied information, Our ability to verify it, and Our internal policies. You accept that You may not be able to achieve Your desired level of verification, and We reserve the right, at Our sole discretion, to determine the appropriate verification level for any User, as well as the right to downgrade Users without notice. We may, from time to time, implement policies restricting verification levels by nationality, country of residence, or any other factor. This may affect Your right to purchase Pixel Charity Tokens or withdraw Pixel Charity Tokens in your Account, and You indemnify Us against any losses associated with an inability to purchase, withdraw, or use Pixel Charity Tokens based on Your verification level.
SECTION 8. PROHIBITIONS
8.1. By agreeing to this Agreement, you warrant that neither You, nor any individual or entity that You represent, (A) appears on the Specially Designated Nationals and Blocked Persons List of the Once of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or other appropriate authorities, nor are they otherwise a party with which Pixel Charity is prohibited to deal under the laws of the United States or any other country, or (B) is a Person identified as a terrorist organization on appearing on any other relevant lists maintained by governmental authorities. Because of the mentioned regulations, residents and/or citizens of the following geographic areas shall not be entitled to use the Website or to participate in the Pixel Charity Tokens Sale: countries, in which activities related to ICO and operations with crypto-currencies are prohibited or require special authorizations.
8.2. You further represent and warrant that (if You are a natural person): (i) You are not a person who is or has been entrusted with prominent public functions, such as a Head of State of government, a senior politician, a senior government, judicial, or military official, a senior executive of a state-owned corporation, an important political party official, or a close family member or close associate of any such person, and (ii) the monies used to fund the purchase of Pixel Charity Tokens are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country (1) under a U.S. embargo enforced by OFAC, (2) that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering, or (3) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”
8.3. You further represent and warrant that you do not know or have any reason to suspect that (1) the monies used to fund Your purchase of Pixel Charity Tokens have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (2) the proceeds from Your purchase of Pixel Charity Tokens will be used to finance any illegal activities.
SECTION 9. PURCHASE RESTRICTIONS
9.1. The Website and/or Pixel Charity Tokens are intended for marketing and sale to participants only in those jurisdictions and to those persons where and to whom they lawfully may be oered for sale under respective applicable regulations (“Permitted Jurisdictions”). You are only permitted to use the Website and purchase Pixel Charity Tokens if Your primary residence or domicile is in a Permitted Jurisdiction.
9.2. The marketing and sale of Pixel Charity Tokens is being made in the Permitted Jurisdictions on the basis that the Pixel Charity Tokens do not constitute a security, financial instrument, or otherwise regulated investment in those jurisdictions, such that the prospectus or other disclosure requirements and other investor safeguards that would apply to a securities oering will not apply to the issuance and sale of Pixel Charity Tokens in the Permitted Jurisdictions. In addition, Pixel Charity is not regulated in the Permitted Jurisdictions and is not required to be registered with, or licensed or authorized by, any relevant authorities. If Your primary residence or domicile is not in one of the Permitted Jurisdictions, you are not permitted to purchase Pixel Charity Tokens and we reserve the right to refuse to sell Pixel Charity Tokens to You and the right to restrict Your access to the Website.
NOTICE TO ACCREDITED INVESTORS AND FURTHER CONCLUSION OF SAFT (SIMPLE AGREEMENT FOR FUTURE TOKENS) AGREEMENT
Simple Agreement for Future Tokens is a form of investment contract. If such required, saft agreement will be applied in order to help join accredited investors to the Pixel Charity Token Sale. If you an accredited investor you must contact email@example.com and request SAFT agreement, following that accredited investors must review SAFT agreement and return signed scan copy. Please be informed, by ingoring this notice you fully accept all conditons of SAFT agreement. Non-signing SAFT agreement means you fully read and accept the conditons of investment contract.
NOTICE TO RESIDENTS WHERE THE CRYPTOCURRENCY OR TOKENS IS OFFICIALLY BANNED OR RESTRICTED
9.3. Certain jurisdictions restrict or have specific regulation concerning the offer, sale and/or purchase of Cryptocurrencies and/or tokens through token sale. The information contained in this Policy and/or any Accompanying Documents will not constitute an offer to sell or an invitation, advertisement, or solicitation of an offer to buy Pixel Charity Tokens within the countries where the cryptocurrencies and tokens officially banned and restricted.
SECTION 10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
10.1. The Pixel Charity Tokens are to be provided on an “as is” basis and without any warranties of any kind, either expressed or implied. The User assumes all own responsibility and risk with respect to buying of any amount of Pixel Charity Tokens and their use. The User hereby expressly agrees that, to the maximum extent permitted by the Applicable Law, the Website Owner does not accept any liability for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary, or otherwise) resulting from any use of, or inability to use the Website or the material, information, software, facilities, services, or content on the Website, as well as from the purchasing of Pixel Charity Tokens, regardless of the basis upon which the liability is claimed and even if the Website Owner has been advised of the possibility of such loss or damage. The User understands and agrees that the Website Owner shall not be held liable to and shall not accept any liability, obligation, or responsibility whatsoever for any change of the value of Pixel Charity Tokens. The User understands and expressly agrees that the Website Owner shall not guarantee in any way that Pixel Charity Tokens may be sold or transferred during or after the Pixel Charity Tokens Sale. If Applicable Law does not allow all or any part of the above limitation of liability to apply to the User, the limitations will apply to the User only to the extent permitted by the Applicable Law. The User understands and agrees that it is his/her obligation to ensure compliance with any legislation relevant to his/her country of domicile concerning purchasing of Pixel Charity Tokens. Purchasing of Pixel Charity Tokens by the User in no way creates any exclusive relationship between the User and the Website Owner, nor any partnership, joint venture, employment, or agency.
SECTION 11. CONFIDENTIALITY
11.1. The User acknowledges and agrees that any information or data the User has acquired from or about Pixel Charity, included, but not limited to, information or data regarding prices, scope of terms, and any other terms, conditions, obligations, affirmations, representations, and warranties set forth herein or delivered prior to the date the Agreement is entered into (hereinafter, the “Confidential Information”), was received in confidence. The User hereby expressly agrees to take all reasonable precautions to protect such information and not to divulge any such information or any information derived therefrom to any third person without the prior written consent of Pixel Charity. The Parties also agree to hold each other’s Confidential Information confidential for a period of three (3) years following the signing of this Agreement. The Parties agree that unless required by law, they shall not make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Confidential Information shall also mean all material and information that has or will come into the possession or knowledge of the other Party in connection with its performance hereunder and which in the ordinary course of business is considered to be treated as confidential. The content of this Agreement, as well as the fact that it has been entered into, shall also constitute Confidential Information. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; (d) is independently developed by the other party; or (e) is required to be disclosed by any judicial or governmental requirement or order (provided that Recipient advises the disclosing party of the governmental demand for disclosure in a timely manner). Without the prior consent of the other Party, neither Party shall issue any media release or similar publicity relating to this Agreement. Neither Party shall use the trademarks, trade name, or logo of the other Party without having obtained its consent.