Sale Terms and Conditions
PLEASE READ THESE TOKEN SALE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACQUIRE TOKENS.
Your acquisition of EMU Tokens during the Pre - Sale and the Token Sale (as defined below, is subject to these terms of sale ("Terms"). Each of you and EMU Project is a "Party" and, together, the "Parties." By acquiring Token s from us during the Pre - Sale (December 1, 2017, 14 :00 GMT till December 31 , 2017, 14 :00 GMT ) and Toke n Sale ( February 1 , 2017, 14 :00 GMT till March 1 5, 2017, 14 :00 GMT ), you will be bound by these Terms and any terms incorporated by reference.
You and EMU Project agree as follows: 1. Commencement and Duration of Pre - Sale and Token Sale. EMU Project wi ll conduct a public sale of Tokens in 2 phases: The first phase being the Pre - Sale (the "Pre - Sale"), which will begin at December 1, 2017, 14:00 GMT (the "Launch Date") and ends at December 31, 2017, 14:00 GMT (the " Pre - Sale End Date") or when 212 500 000 (" EMU ") Tokens have been sold, whichever is earlier. The second phase being the Token Sale (the "Token Sale"), which will begin at February 1, 2017, 14:00 GMT (the "Launch Date") and end at March 15, 2017, 14:00 GMT (the "Token Sale End Date"). 2. Requir ements to participate
To be eligible to participate in the Token Sale you must have an Ethereum wallet that supports the ERC - 20 token standard in order to receive any Tokens you acquire from us. We reserve the right to prescribe further guidance regarding specific wallet requirements. 3. Acquisition of Tokens (3.1) Exchange rate.
The exchange r ate per REA Token is 8500 EMU per 1 ETH . The purchase rate per Token is set in EMU Token .
(3.2) Bonus Tiers and Acquisition Procedure.
During the Token Sale, Tokens will be available with bonus tiers as specified here. There will 3 days of bonus program f or participants to earn different bonus percentages for their investments. This bonus refers to the amount of REA Tokens the participant will receive: 15 % bonus in EMU Tokens during the first dat e of Pre - Sale Period. 10 % bonus in EMU Tokens during the seco nd day of Token Sale Period , 5 % bonus in EMU Tokens during the rest of pre - sale , 5% bonus in EMU Tokens during the Token Sale Period in first 10 days. (3.3) Token delivery.
Tokens acquired in the Pre - Sale event are delivered to your ERC - 20 compatible wallet immediately. The same goes for tokens acquired during the token sale. For the avoidance of doubt, any delay shall not affect the obligation of EMU Project and you to make and take delivery of Tokens acquired.
(3.4 ) Acquisition, ownership, receipt, or possession of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with Services enabled by EMU project and its platform, if successfully completed and deployed. In particular, the user understands and accepts that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future re venue shares, intellectual property rights or any other form of participation in or relating to the Ecosystem and/or EMU Project and its corporate affiliates, other than any rights relating to the provision and receipt of Services in the Ecosystem, subject to limitations and conditions in this Agreement.
4. Tokenmigration. ( 4 .1) The Tokens are being created as ERC - 20 tokens on the Ethereum protocol. We reserve the right to migrate the ERC - 20 based Tokens to another protocol and to generate replacement Tokens on the new protocol in the future, should we determine, in our sole discretion, that doing so is necessary or useful to the operation of EMU Project . ( 4 .2) Should we decide to migrate the Tokens, we may no longer provide support for the Pre - existing Tokens relating to the Ecosystem, the Services, or any other operational matters, except with respect to the migration process. Although EMU Project does not anticipate that it will require any Pre - existing Token holders to convert their Pre - existing Tokens to Replacement Tokens, EMU Project anticipates there will be significant incentives for Pre - existing Token owners to do so, since the p ractical utility of Pre - existing Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant portion of Ecosystem participants. Accordingly, by accepting these Terms you acknowledge and agree that for you to cont inue to participate in the Ecosystem or obtain utility from the Tokens you may need to convert the Tokens you acquire during the Token Sale to Replaceme nt Tokens in the future.
5 . Scope of our Terms. ( 5 .1) Unless otherwise stated herein, these Terms onl y govern your acquisition of Tokens from EMU Project during the Pre - Sale and Token Sale. 6 . Refusal of Acquisition Requests. All acquisitions of Tokens during the Pre - Sale and Token Sale are final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token acquisition requests at any time at our discretion. 7 . Assumption of Risks and Acknowledgment. You acknowledge and agree that there are risks associated with purchasing, owning, and using Tokens for the provision or receipt of Services in the Ecosystem, as disclosed and explained in Exhibit A. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
8 . Security of storage mechanism. You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold Tokens acquired from us, including any requisite private key(s) or other credentials necessary to access such storag e mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any losses, costs, or expenses relating to lost access credentials. 10. Personal Information. We may determine, i n our sole discretion, that it is necessary to obtain certain information about you to comply with applicable laws or regulations in connection with selling Tokens to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable laws or regulations.
9 . Taxes Any amounts that you pay for Tokens are exclusive of all app licable taxes. You are responsible for determining what, if any, taxes apply to your acquisition of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correc t taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your acquisition of Tokens. 10 . Representations and Warranties. By sending ETH to acquire EMU Token you represent and warrant that: (1 0 .1) You have read and understand these Terms (including all Exhibits): (1 0 .2) YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING TOKENS, OWNING TOKENS, AND USING TOKENS FOR THE PROVISION OR RECEIPT OF SERVICES IN THE ECOSYSTEM INCLUDING (BUT NOT NECESSARILY LIMITED TO) THE RISKS ; (1 0 .3) You have sufficient understanding of technical, financial and business matters (including those that relate to the Services and Ecosys tem), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing Tokens; (1 0 .4) You understand the restrictions and risks associat ed with the creation of Tokens as set forth herein, and acknowledge and assume all such risks; (1 0 .5) You have obtained sufficient information about the Tokens, the Services and the Ecosystem to make an informed decision to acquire Tokens; (1 0 .6 ) You will comply with any applicable tax obligations in your jurisdiction arising from your acquisition of Tokens; (1 0 .7 ) If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity's behalf and that such enti ty will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly); (1 0 .8 ) You are neither a citizen or permanent resident of USA , nor a citizen or permanent resident of the Peoples Republic of China or Singapore . 1 1 . Severability. If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and w ill not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms. In the case of a clause not being valid or in the case that a regulation has not been included the rein, this gap shall be replaced by a valid clause that the Parties would have been agreed upon if they would have known the gap.
1 2 .Miscellaneous. These Terms constitute the entire agreement between you and us relating to your acquisition of EMU Tokens. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture, or any other similar relationship between you and us. Excep t as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third - party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosu res, and other communications that we provide to you, including these Terms, will be provided in electronic form.
EXHIBIT A Certain Risks Relating to Token acquisition, Sale, and Use of Tokens Important Note: As noted elsewhere in these Terms, the To kens are not being structured or sold as securities, financial instrument or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific r ecommendations are intended. EMU Project 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 Exhibit A, ( ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. By purchasing, owning, and using Tokens, you expressly acknowledge and assume the following risks: 1. Risk of Losing Access to Token s Due to Loss of Private Key(s), Custodial Error or your Error. A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associate d with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to m isappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to precisely follow the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide an incorrect Token Receipt Address, or provide an address that is not ERC - 20 co mpatible, may result in the loss of your Tokens. 2. Risks Associated with the Ethereum Protocol. Because Tokens and the Ecosystem are partially based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Ecosystem or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Ecosystem, including the utility of t he Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpin s the Ethereum protocol. 4. Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or organizations may attempt to inte rfere with the Ecosystem or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus - based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ecosystem is based on open - sourc e software, there is a risk that a third party or a member of EMU Project team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and the Tokens, including th e utility of the Tokens for obtaining Services.
5 . Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is diffic ult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Ecosystem and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agen cies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Ecosystem and the Tokens. Regulatory actions could negatively impact the Ecosystem and the Tokens in various ways, including, for p urposes of illustration only, through a determination that the acquisition and delivery of the Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the acquisition and delivery thereof. REALISTO may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirabl e to obtain the necessary regulatory approval(s) to operate in such jurisdiction. 6 . Risks Arising from Taxation. The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may resul t in adverse tax consequences to you, including withholding taxes, income taxes an d tax reporting requirements. 7 . Unanticipated Risks. Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in th is Exhibit C. there are other risks associated with your acquisition, possession, and use of the Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks di scussed in this Exhibit C.