F!GHTproof TKO Token (‘TKO’) sale
Token Pre-Sale Agreement
THIS Token Pre-Sale Agreement (the “TPSA”) dated as of .............., 2020, by and between P1R4T3B0X Studios which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns (hereinafter referred to as “the Company”), a company that is incorporated under the laws of California with principal place of business at Vacaville, CA 95687, and which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns (hereinafter referred to as “the Purchaser”), with present residence at ...................................
Whereas, Company and Purchaser (hereinafter referred together referred to as “the Parties”) desire to enter into a relationship in which the Company will provide Tokens …………………………………………………………., as explained in Agreements defined in Terms and Conditions and explained below, in exchange for consideration which has been fixed as published by the Company on its Website and/or any of the documents which make up the Agreements.
Now, therefore, in consideration of the premises, and of the mutual promises and undertakings herein contained, the Parties, intending to be legally bound, do hereby agree as follows:
I. This TPSA sets forth general rules and procedure of the TKO (‘Token’) Pre-sale by the Website Owner and their purchase by Users.
II. The parties will agree with all the terms specified in all the Accompanying Documents in addition to the terms specified in the TPSA.
A. GENERAL TERMS
Page 1 of 16
1. Please read all the documents which form the Accompanying Documents as specified in the T&C carefully before participation in this Token Pre-sale. Note that Clause 9 of the T&C contains a binding arbitration clause and class action waiver, which, if applicable to you, affect your legal rights. If you do not agree to these terms of sale, do not visit the Website and Use the Tokens in any manner and also do not participate in the Pre-sale or any other form of offering of the Tokens.
2. The Token is not a financial or securities instrument. It is proprietary software made for mere participatory access to the F!GHTPROOF online platform(s) such as the Dashboard & Tap-Out Staking Platform as well as the in-game features & services offered throughout current and future video game titles developed by P1R4T3B0X Studios And may also pertain to other platforms within the INDIEproof ecosystem and platform(s) (in certain cases referred to as ‘Network’ or ‘Ecosystem’ or ‘Universe’) and certain other limited rights as specified in this document or Accompanying Documents.
3. This TPSA is an indication of your understanding that the purchase of Tokens during the Token Pre-sale or through a pre-launch contribution is not in anyway a purchase of equity in/ or debt from P1R4T3B0X Studios or its associated entities.
4. The Tokens are issued at the sole discretion of the Company on submission of the requisite payment, completion of identification procedure, submission of necessary documents and fulfillment of all terms specified in all documents included in ‘Agreements’ as specified in Clause 2(d) of the T&C. The Company may refuse to allocate or sell any Tokens even on fulfillment of all conditions without assigning any reason thereof.
1. We have consulted with our legal counsel, and have been advised that our token or its related sale is not considered a security. We are operating as a company backing the initial development and future updates to our library of decentralized video games titles and associated cryptocurrency and utility tokens of those said video game titles and related software platforms. If we determine that any service offering does fall within the scope of a regulation we will be applying to have it regulated in our respective jurisdiction once the Token Pre-sale has closed. Our Token is not a security sinceit specifically pertains only to our title F!GHTproof for use as in-game digital currency used in the act of wagering, the purchase of virtual goods, or it may also be simply a form of payment we will accept only throughout our F!GHTPROOF ecosystem relative to the Pre-sale and TGE or Token Generating Event—users have no rights attached to the Token, outside of the participation access provided by ownership of the token and limited rights provided under this TPSA or Accompanying Documents.
Page 2 of 16
Any other video game title in our library other than F!GHTPROOF is separate from the Token, and although offerings on other future video game titles and/or associated platform(s) may be classified as a securities, regulated commodities, or otherwise, and if determined to be so, the platform will be licensed and regulated accordingly so as to be able to offer such services legally. Soon, we will be offering a free-of-purchase coin, P1R4T3B0X Studios's B0X Points, to show our "Coin" of our appreciation to our community.
The P1R4T3B0X Studios's B0X Points will be free to those individuals whom like to mine via Proof-of-Work (PoW). In the near future, IPDDcoin will be swap-able on an equal 1-to-1 ratio to certain in-game tokens that are associated with our video game titles, such as TKO. However the Token Presale and the platforms in the ecosystem are separate for all sake and purposes.
2. This is not an investment product. This document does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way.
3. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the Tokens.
4. This is not a company share stock/derivative. It is a sale of a digital asset.
5. The purchase price of the Tokens are quoted for the Pre-sale only and may change or vary in the future or maybe be changed by the Company without any prior intimation.
6. The payment for the Tokens may be made by Users only in the cryptocurrencies or specified fiat currency in the manner specified in the Website and/or any of the Agreements.
7. The Tokens offer no rights to profits of the Company. The Tokens which are faux mined in-game relate only to the title in-which they were created unless otherwise stated by P1R4T3B0X Studios to be used within its entire ecosystem or library of titles without restriction. Any and all B0X Points (B0X)COIN mined from the ArCh/ain blockchain is of the free will of the mining party and may however entitle him/her to a share of the profits earned by future minted blocks depending on the number of B0XPoints held by him or her if ArCh/ain decides to fork in the future inorder to implement Proof-of-Stake (PoS) to its blockchain .
8. The Tokens are not designed or disingenuously devised to acquire stock or money, or any expectation of profits.
9. The Tokens may or may not be listed on various secondary markets for trading, however such trading is incidental and non-consequential to the primary purpose and the actual utility of the Token as specified in the Website and Accompanying Documents.
10. 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, the F!GHTPROOF whitepaper; the Website; the
Page 3 of 16
Agreements; and (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
11. Any usage of term “currency” is a general term associated with internal ledger and reward system, built into F!GHTPROOF‘s TKO protocol; as it relates to the internal market value within the IndieProof ecosystem. The Website Owner, P1R4T3B0X Studios Staff, F!GHTPROOF Dev. Team and its Affiliated Parties expressly disclaim any representation that they seek to operate as an instrument of interstate commerce, “money”, or monetary instrument regulated by relevant governmental authorities inside or outside of the United States.
12. By purchasing tokens from any country during the sale period and/or using them in connection with the title, F!GHTPROOF (as defined below), you will be bound by this TPSA and all terms incorporated by reference.
13. The TPSA or any of the Agreements will not be interpreted against one party merely as it was drafted by the party.
14. The Annexures ‘A’, ‘B’ and ‘C’ are integral part of this TPSA and should be read together.
15. By clicking on the Required button on the Website and/or selecting an option, I agree to the above terms and disclaimers, the Accompanying Documents and the Agreements as is required to receive Tokens during this Token sale. I also declare that I am at least 18 (Eighteen) years old, not from a Restricted State and am competent to provide valid consent to the same as per the laws applicable to me:
Name .........................Date ...............................Place .........................................
Page 4 of 16
Description of Company, Network and Tokens
1. Overview of Company and Affiliates
P1R4T3B0X Studios, is a business company incorporated in California, United States, which has been formed to conduct and oversee the TKO Token Pre-sale.
2. Overview of Network and Services
Page 5 of 16
TKO is a Token that can be faux mined in-game only within the video game title, F!GHTPROOF, to benefit from possible profits made by wagering of those token. It may also be swapped with other cryptocurrency token on Uniswap.
Page 6 of 16
Token Pre-sale Procedures and Specifications
1. Token Price
The price for a TKO Token during the Pre-sale period will be $0.01 per TKO.
The prices for the Tokens during the later Token sales or ICO’s will be specified later and the above mentioned prices are valid for the specified Pre-sales only.
2. Commencement, Duration and Completion of Token Pre-Sale
The Company may choose to conduct a Token Pre-sale (the “Pre-sale Period”) which if they so choose to conduct one, it would be scheduled to start from 00:00 UTC on 25 March, 2021 (the “Launch Date”) and end on 23:59 UTC on 25 May, 2021 or earlier as decided by the Company.
The Token Pre-sale will be followed by Token sales based on Token Generating event and Token sale and all Tokens will be allotted after they are completed.
The Company may determine a lower end below which no Tokens will be issued (the “Minimum Threshold”). In case the Minimum Threshold is not reached, the Company at its sole discretion may decide not to issue Tokens and to return the funds to the participants. In that circumstance, Company will have no further obligations to purchasers, under these Terms or any other agreement, after such purchasers’ contribution is sent to the return address provided or the address from which the funds were received. .
3. Procedures for Buying and Receiving Tokens
To purchase Tokens during the Pre-sale Period, you must have certain token wallets established and operational. Specifically, you must have: (i) a cryptocurrency wallet supporting Tron, Bitcoin, or Ether if you wish to purchase the Tokens using cryptocurrency (ii) a Ethereum wallet that supports the ERC20 token standardis needed in order to receive Tokens that you purchase from the Company.
Page 7 of 16
Company reserves the right to prescribe additional guidance regarding specific wallet requirements.
At the Launch Date, Company will make available a web application to facilitate your purchase and receipt of Tokens. If you wish to purchase Tokens, you must provide your crypto currency wallet address, if not purchased using ETH from a ERC20 supported wallet, on the web application as a return address. Company is collecting return addresses so that it may return the payment in case the Minimum Threshold is not reached (as described in Clause 2 of this Annexure B) or in the event that unforeseen circumstances otherwise cause Company to decide to not proceed with the sale of Tokens. Second, you will need to provide a Ethereum ERC20 compatible wallet address with the specifications provided in the Whitepaper for the delivery of Tokens you purchase via the Smart Contract System. Company may also request certain optional information, such as an email address, through the web interface. Once the Company has received deposit from you, the Company will authorize the Smart Contract System to deliver Tokens to the Ethereum ERC20 wallet address that you provided to Company for delivery of the Tokens. The Smart Contract System is deployed by Company from the ................................, and is programmed so that all transactions it executes will be executed in ................................. As such, title to, and risk of loss of, Tokens delivered by the Smart Contract System passes from Company to purchasers in the ................................
The Company anticipates that delivery of Tokens from the Smart Contract System to purchasers under both Pre-sale and Token sale will occur within one week after the Token Sale Period concludes, but reserves the right to delay delivery up to four weeks after the conclusion of the Token Sale Period. Although the Company does not anticipate any security issues arising from the sale of Tokens, this four week timeframe is intended as a precautionary buffer period for Company to resolve any such security issues. .
4. Tokens to be Sold The Company anticipates to issue 100 million Token during the Token sale. A total of 25 million Tokens will be sold during Pre-Sale and main TGE. All Tokens will be of equal functionality. Token value will differ during the Pre-Sale stage and the main TGE stage with it equaling out in price after main sale has concluded.
5. Tokens Retained by Company
Page 8 of 16
The Company will own approximately 25% of the total TKO produced (the “Retained Tokens”) after the sale is completed. They are divided into different heads for distribution as stated below. Although it has no plans to do so at this time, the Company reserves the right to burn Retained Tokens at any point during or after the Pre-sale Period.
Over time, the Company currently anticipates using the Retained Tokens as followed:
5% to compensate employees (including salaries and non-salary compensation).
20% to fund future development of F!GHTproof & its ecosystem, to product marketing (PR, social media, brand awareness & development), to our Community (growth & outreach via free entry into hosted events such as “Bare Knuckles Events” & prizes), to donate Tokens to non-profit entities, and lastly, to establish a physical office to be our base of operations open to the public. These anticipated purposes may change at any time, and Company reserves the right to use Reserved Tokens for these purposes (or others) at its sole discretion within 100% transparency.
6. Use of Proceeds from Token Pre-Sale and subsequent TGE
The proceeds from the Token Sales are proposed to be used in the following manner:
l 50% Development
l 20% Community
l 10% Marketing
l 10% Legal & Corporate Governance
l 5% Office
The total group of 100 million TKO will be distributed as follows:
l 25% Pre-Sale & Token Generation Event
l 40% Mintable
l 20% Company & Community Events
l 10% Bounty & Air Drop
l 5% Development Team
n Any unsold token will be deposited to UniSWAP to provide liquidity and token growth. Furthermore, if we decide to skip the sale of TKO by not having a pre-sale or Token Generating Event, the 25% of TKO originally set out for such events will then be deposited to UniSWAP to provide liquidity, token growth and token distribution.
The envisioned expenditures and areas of development described above are provided for illustrative purposes only, and Company reserves the right to allocate its resources, including proceeds from the sale of Tokens toward such areas of development at its sole discretion within 100% transparency.
Page 9 of 16
Page 10 of 16
Certain Risks Relating to Purchase, Sale and Use of Tokens
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment contract or product. Accordingly, none of the information presented in this Annexure C is intended to form the basis for any investment decision, and no specific recommendations are intended. 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 Annexure C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Tokens Due to Loss of Private Key(s)
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) associated 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 misappropriate your Tokens.
2. Risks Associated with the Blockchain Protocols
Because Tokens and the Network are based on a Blockchain protocol, any malfunction, breakdown or abandonment of the Blockchain protocol may have a material adverse effect on the Network or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Blockchain protocol.
Page 11 of 16
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Blockchain protocols, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Network and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Network 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 Network is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the Tokens.
5. Risks Associated with Markets for Tokens
The Tokens are intended to be used solely within the Network, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and
Page 12 of 16
subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
7. 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 difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Network and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and the Tokens. Regulatory actions could negatively impact the Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. Company 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 undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. 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 result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Page 13 of 16
9. Risk of Insufficient Interest in F!GHTproof or Distributed Applications
It is possible that F!GHTproof will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems and decentralized video games (such as F!GHTproof) more generally. Such a lack of use or interest could negatively impact the development of F!GHTproof and therefore the potential utility of Tokens.
11. Risks Associated with the Development and Maintenance of F!GHTproof
F!GHTproof is still under development and may undergo significant changes over time. Although we intend for the Tokens and F!GHTproof to follow the specifications set forth in Annexure A, and intend to take reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or F!GHTproof for any number of legitimate reasons. This could create the risk that the Tokens or F!GHTproof, as further developed and maintained, may not meet your expectations at the time of release. Furthermore, despite our good faith efforts to develop and maintain F!GHTproof & its ecosystem or P1R4T3B0X Studios entire library of decentralized video game titles for that matter, it is still possible that F!GHTproof will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the entire F!GHTproof ecosystem and Tokens.
12. Risk of an Unfavorable Fluctuation of Cryptocurrencies and Other Currency Value
The Company team intends to use the proceeds from selling Tokens to fund the maintenance and development of the Network, as described further in Annexure B. The proceeds of the Token sale will be denominated in USD, and converted into other cryptographic and fiat currencies. In addition, some sales of the Tokens may also be denominated in other fiat or crypto currencies. If the value of Bitcoin, Ether or other
Page 14 of 16
currencies or Cryptocurrencies fluctuates unfavorably during or after the Pre-sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain F!GHTproof in the manner that it intended.
13. Risk of Dissolution of the Company or F!GHTproof development team
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of USD (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, F!GHTproof may no longer be viable to operate and the Company may dissolve.
14. Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to F!GHTproof or Company or its corporate affiliates, all decisions involving F!GHTproof or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue F!GHTproof, to create and sell more Tokens for use in F!GHTproof, or to sell or liquidate the Company. These decisions could adversely affect F!GHTproof and the Tokens you hold.
15. Risks Involving Wagering Platform
As the Company provides a service, which is linked to large number of financial transactions in the form of wagers made in-game/on platform and also the Cloud, the Services may involve the transfer and storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber- attack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the F!GHTproof ecosystem, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control with the Company’s Services. The risk that the Services may face increasing interruptions and F!GHTproof along with its ecosystem may face additional security vulnerabilities could adversely affect F!GHTproof and therefore the future utility of any Tokens that you hold.
16. Unanticipated Risks
Page 15 of 16
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Annexure C, there are other risks associated with your purchase, holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annexure C.
Page 16 of 16