Terms & Conditions
HELIX Orange Token Sale – Terms and Conditions
11 July 2018
This document, “Token Sale Terms & Conditions” (“T&Cs”), is concluded between Blockchain HELIX AG, a stock company organized under the laws of Germany, with registered seat in Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) Frankfurt am Main under HRB 55757 (business address at: Münchener Straße 45, 60329 Frankfurt am Main, Germany, hereinafter “Blockchain HELIX AG”, “us”, “we”), or any legal successor of Blockchain HELIX AG, and any entity that fulfils the criteria set out in these T&Cs and accepts the terms provided herein (hereinafter “Participant”, “Token Holder”, “you”). Parties to the T&Cs are herein referred to each as a “Party” and collectively as the “Parties”. By accessing and using our website (https://ico.HELIX-Orange.com, the “Website”) or participating in the ITS, Participants agree to these T&Cs by activating the checkboxes on the dashboard. Please read these T&Cs carefully. If you do not agree to all of these terms, please do not use this Website or any information, links or content contained on this Website and do not participate in the ITS. This document does not constitute a prospectus or offering of securities of any sort or any other form of capital investment product and is not a solicitation for investment. The Blockchain HELIX AG ITS represents a voluntary contribution towards the implementation of crypto services in the HELIX Orange Platform (and other applications developed by Blockchain HELIX AG, hereinafter referred to as “Platform”). These Services, the ITS and the usage of HIXs are described in the Whitepaper (as stated on the Website). For the redemption of HIXs for Services as well as for the usage of these Services the Token Usage Terms & Conditions apply (as stated on the Website and after availability of the Services in the relevant locations in the Platform). Sale related documents, and the Token Sale Terms & Conditions are herein jointly referred to as the “Adjoining Documents”. The Participant provides payments to Blockchain HELIX AG in connection with the Initial TokenSale (“ITS” or “ITO”) of cryptographic tokens existing on the Ethereum blockchain [cryptocurrency ledger] that can enable usage of and interactions with certain services(“Services”) to be implemented by Blockchain HELIX AG on the Blockchain HELIX AG website or mobile applications (“Platform”) after having closed the ITS. The cryptographic tokens are hereinafter referred to as “HIX” or “Token“.
2. Scope of Terms
Unless otherwise stated herein, these T&Cs only govern your purchase of HIX from Blockchain HELIX AG during the Pre-Sale and Main Sale as defined in the Whitepaper. Any use of HIX in connection with providing or receiving Services on the Platform shall be governed by terms and conditions and policies as applicable from case to case. The right to register on the Blockchain HELIX AG Platform shall be limited to legal entities as well as natural persons who have reached the age of 18. Not eligible for registration to the HELIX Orange Token Sale T&C – Version 1.0 2 VIP Membership are persons who have their domicile, their tax residence or their habitual residence in a country where the sale or purchase of cryptocurrencies or other token is prohibited or is permitted only under certain conditions (e.g. an official licence), which has been classified by the Financial Action Task Force (FATF) as a high-risk or other monitored jurisdiction with regard to money laundering or terrorism financing, or against which an embargo or sanctions have been imposed, in particular by the United States of America or the EU. Such countries particularly include Bosnia and Herzegovina, the Democratic People’s Republic of Korea, Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu and Yemen, but also the United State of America, the People’s Republic of China, Singapore and Cuba.
You are only allowed to register if the e-mail address you provide is intended to enable communication with you and your registration does not pursue any abusive purposes. Registration is free of charge and does not constitute any binding commitment to participate in the pre-sale or the ITO or subsequent token sales. Blockchain HELIX AG reserves the right to remove you from the VIP Membership at any time with good cause. As such good cause shall be regarded typically and especially the occurrence of the following events. Inparticular, if Blockchain HELIX AG suspects that e-mail addresses have been misused or unauthorizedly registered or if the interested party violates these T&C, Blockchain HELIX AG will delete the address from the VIP Membership.
3. HIX Token Sale and Service Description
HELIX Orange is a blockchain technology enabled ICO-platform for ICO projects and investors. Through technical innovations and the use of blockchain technology, HIX makes it possible to bridge the gap between investors and ICO projects by simplifying KYC and AML process. HIX is the term given to the utility token which can be used to purchase services provided by Blockchain HELIX AG. The HIX does not grant equity stake nor profit sharing. It does not represent an ownership right or direct claim in the Blockchain HELIX AG platform, revenues, profits or intellectual property, either present or future. Despite Blockchain HELIX AG team’s best efforts and diligence to bring this project forward, all Participants should be aware that their contributions are not refundable and accept the inherent risk (as outlined below in section 16) of project failure at any stage of development notwithstanding your statutory right to revocation (Widerrufsrecht) as explained in the revocation instruction (Widerrufsbelehrung) in the appendix. This implicit risk is associated with any and all uncertainty of backing technologically-focused entrepreneurial projects, and can be affected by either internal or external factors that are out of the control scope of Blockchain HELIX AG. Additionally, participants may be subject to any applicable compliance regulations (including KYC, AML and others where applicable). For further detail see our Whitepaper: https://ico.helix-orange.com/wp-content/uploads/2018/05/HELIXOrange_ICO_Whitepaper_1.3.pdf . The VIP Membership should not give rise to any claims, but merely create unenforceable opportunities for those who hold the membership. No rights or obligations can therefore be derived from these conditions with regard to any future contractual relationships between you and Blockchain HELIX AG, unless these conditions expressly provide otherwise. In particular, the pre-sale, the ITS and other follow-up offers will be subject to separate and independent offers and contracts. We believe that HIXs do not qualify as a security or any other form of capital investment product and do not provide a Participant equity share in the legal structure of Blockchain HELIX AG. The HIX can only be used for purchases within the HELIX Orange Platform and will not be accepted by any third party. Hence, we believe HIX do not represent any unit of account or virtual currency. Blockchain HELIX AG offers various methods of payments including fiat and cryptocurrencies. Blockchain HELIX AG may require a minimum or maximum amount for individual payment methods to manage payment costs and risks.
If you purchase HIX via Bitcoin or Ethereum, we will use the following exchange rate to derive the value in Euros which then is the basis for the number of HIXs assigned to you. We use the latest volume-weighted average within one day price of Bitcoin or Ethereum respectively from the leading exchanges Kraken and Bitstamp at the point in time your payment transaction is sent to the blockchain. We pull these prices from CryptoCompare and update the price four times a day at around 0.00, 6.00, 12.00 and 18.00 central European time.
If you purchase HIX via any other cryptocurrencies or token except of Bitcoin and Ethereum, we will use the following exchange rate to derive the value in EUR which then is the basis for the number of HIXs assigned to you. We use the exchange rate of the respective cryptocurrency that is shown last to you on our Website before you send your payment transaction to the blockchain. If you want to buy HIXs with cryptocurrencies, you can send your Ethereum (“ETH”) or Bitcoin (“BTC”) units from any cryptocurrency wallet (such as, but not limited to, Coinbase, bitGo MultiSig). During the sale process, you will be prompted to insert a new address of an Ethereum wallet that supports the ERC20 token standard in order to receive any Tokens you purchase from us. We reserve the right to prescribe additional guidance regarding specific wallet requirements. We, however, do not assume any responsibility for such wallets to be connected or usable to HELIX Orange You are responsible for implementing reasonable measures for securing your wallet, vault, or other storage mechanism you use to receive and hold HIX purchased from us, including any requisite private key(s) or other credentials necessary to access such storage 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. We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws (e.g. KYC/AML) or regulations in connection with selling HIX to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell HIXs to you until you provide such requested information and we have determined that it is permissible to sell you HIXs under applicable laws or regulations.
Blockchain HELIX AG intends to carry out the pre-sale from 12 July – 27 July 2018. The main sale is scheduled to follow from 01 August – 31 August 2018. Blockchain HELIX AG reserves the right to change the time schedule at any time and/or to refrain from carrying out pre-sales and/or the ITO without prior notice and without giving reasons. The registration does not entitle you to have Blockchain HELIX AG carry out the planned ITO or pre-sale. For more information on the planned schedule, please refer to our Whitepaper.
5. VIP Membership Registration
You can join the VIP Membership using the form provided by us on our website https://ico.helix-orange.com/ after accepting these conditions by clicking on the appropriate button which serves as express consent to these T&Cs. You will then receive an e-mail containing a confirmation link and a PDF-copy of theses T&Cs for your files. Registration is completed as soon as you finalize the on-boarding process on the platform. The VIP Membership is initially limited to 15,000 participants. By joining the VIP Membership you do not obtain any legal entitlements or claims agains Blockchain HELIX AG but merely the unenforceable opportunity to participate in the pre-sale, within the framework within which Blockchain HELIX AG intends to offer you an additional bonus of 100% of the quantity of HIX tokens you purchase (hereinafter referred to as “VIP Membership bonus”). Participation in the pre-sale will be subject to separate conditions and agreements. By joining the VIP Membership, you will not be entitled to conclude an agreement on the acquisition of HIX tokens with Blockchain HELIX AG; nor is Blockchain HELIX AG obliged to offer you the conclusion of such contract. Only if you and Blockchain HELIX AG actually conclude a separate contract for the purchase of HIX tokens within the pre-sale in accordance with the separate conditions relating thereto, Blockchain HELIX AG will grant you the VIP Membership bonus under the aforesaid separate contract. The VIP Membership bonus is limited exclusively to the pre-sale and has no effect on the subsequent sale price. The bonus will only be granted subject to the availability of further tokens designated to the pre-sale.
Notwithstanding your statutory right to revocation (Widerrufsrecht) as explained in the revocation instruction (Widerrufsbelehrung) (Appendix), all purchases of HIX from us during the Pre-Sale and Main Sale periods are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We reserve the right to refuse your HIX purchase request at any time if there is any good cause in our sole discretion.
Blockchain HELIX AG may pause the HIX sale during the Pre-Sale or Main Sale periods if there is any good cause in its sole discretion. Good cause for such a pause among others can be inter alia: material increase in Bitcoin or Ethereum price volatility (e.g. Bitcoin price crash), news that might impact the price volatility, suspicion of systematic fraud when purchasing HIX, or significant higher load of IT systems than expected.
7. Possible Migration
Blockchain HELIX AG reserves the right to migrate the ERC20-based HIX tokens (the “Preexisting Tokens”) to another protocol and to generate replacement tokens on the new protocol (the “Replacement Tokens”) in the future if we decide, in our sole discretion, that doing so is necessary or beneficial to the operations of the Platform. Should we decide to migrate we may not provide support for the Pre-existing Tokens anymore, except with respect to the migration process. Blockchain HELIX AG at this time does not anticipate the requirement of Pre-existing Token holders to convert their Pre-existing tokens to Replacement Tokens but there will be significant incentive for the Pre-existing Token holders to do so, since the practical utility of Pre-existing Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant proportion of Platform users. Hence, by accepting these T&Cs you acknowledge and agree that in order for you to continue to participate on Platform or obtain utility from the Tokens you may need to convert the Tokens you purchase during the Token Sale to Replacement Token in the future.
Amount paid for the purchase of HIX tokens are exclusive of all taxes. You are responsible for determining if any (and what) taxes apply to your purchase of HIX tokens (for example, sales, value added, etc.). You are also responsible to collect, withhold, report, and remit the right taxes to the appropriate tax authorities. However, if we are obliged to withhold any tax, this will be shown separately in our invoice.
You acknowledge and agree that there are risks associated with purchasing, owning, and using HIX for the provision or receipt of Services on the Platform, as disclosed and explained in Section 16. By purchasing tokens, you expressly acknowledge and assume these risks. By purchasing HIX from us, you (the Participant) represent and warrant that:
A. You have read and understood these T&Cs (including all Adjoining Documents)
B. You agree and acknowledge that HIX do not constitute securities in any form or any other form of capital investment product in any jurisdiction
C. You agree and acknowledge that these T&Cs and any Adjoining Documents do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or any other form of capital investment product in any jurisdiction or a solicitation for investment in securities and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment have to be accepted on the basis of these T&Cs and any Adjoining Documents
D. You acknowledge and agree that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of Services including (but not necessarily limited to) the risks
E. You have sufficient understanding of technical, financial and business matters (including those that relate to the Services and Platform), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these T&Cs and any Adjoining Documents and to appreciate the risks and implications of purchasing Tokens
F. You understand the restrictions and risks associated with the creation of Tokens as set forth herein and in the Adjoining Documents, and acknowledge and assume all such risks
G. You have obtained sufficient information about the Tokens, the Services and the Platform to make an informed decision to purchase Tokens
H. You understand that the Tokens confer only the right to provide and receive Services on the Platform (and potentially contribute to the technical development of the Platform), and confer no other rights of any form with respect to the Platform or Blockchain HELIX AG, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights, except as stated in these T&Cs
I. You are purchasing HIX solely for the purpose of receiving Services, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with Blockchain HELIX AG and the Platform. You are not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose
J. Your purchase of Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with Blockchain HELIX AG, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained
K. You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens
L. If you are purchasing Tokens on behalf of any entity, you are authorized to accept these T&Cs on such entity’s behalf and that such entity will be responsible for breach of these T&Cs by you or any other employee or agent of such entity (references to “you” in this Section 9 (L) refer to you and such entity, jointly)
M. You are neither a citizen or permanent resident of the People’s Republic of China, or resident of a country where American embargoes and sanctions are in force, namely Iran, North Korea, Syria, Sudan
N. You are neither a U.S. citizen or permanent resident of the United States, nor do you have a primary residence or domicile in the United States, including Puerto Rico, the U.S. Virgin Islands, and any other possession of the United States. Should this change at any time, you shall immediately notify Blockchain HELIX AG
O. You are not (i) a citizen or resident of a geographic area in which access to or use of the Services or the acceptance of delivery of the Tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf
P. You agree that the Tokens may not be resold to United States purchasers, other than as may be permitted pursuant to applicable exemptions under the U.S. Securities Act of 1933, as amended (the “Securities Act”), including pursuant to Regulation S and/or Regulation D promulgated thereunder. If you purchase Tokens in the ITS, you will be unable to resell the Tokens into the United States unless such resale is registered with the U.S. Securities and Exchange Commission or unless an applicable exemption under the Securities Act applies.
10. Limitation of Liabilities
To the fullest extent permitted by applicable law (i) in no event will Blockchain HELIX AG or any of its subsidiaries or shareholders be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of HIX or otherwise related to these terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable), and (ii) in no event will the aggregate liability of Blockchain HELIX AG and the company parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these terms or the use of or inability to use HIX, exceed the amount you pay to us for HIX. The limitations set forth in these terms, will not limit or exclude the liability for gross negligence, fraud or intentional, wilful or reckless misconduct of the company or its representatives, nor the liability for damage from breaches of fundamental contractual obligation, injury to life, body or health by intention or negligence of the company or its representatives.
11. No Representation and Liabilities by Blockchain HELIX AG
The HIXs are not intended to constitute securities, financial instruments or any other form of capital investment product in any jurisdiction. These T&Cs and any Adjoining Documents do not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities or any other form of capital investment product or a solicitation for investment in securities or any other form of capital investment product in any jurisdiction. These T&Cs and any Adjoining Documents do not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by the seller of the HIX to purchase any HIX nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision. No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the HIX and no cryptocurrency or other form of HIX is to be accepted on the basis of these T&Cs. In the event of any inconsistencies between these T&Cs and the Whitepaper or any other Adjoining Documents, the former shall prevail. You are not eligible to purchase any HIX in the ITS if you are a citizen, resident (tax or otherwise) or green card holder of the United States of America, including Puerto Rico, the U.S. Virgin Islands, and any other possession of the United States, People’s Republic of China or a citizen or resident a country where American embargoes and sanctions are in force, namely Iran, North Korea, Syria, Sudan, or Cuba or any other geographic area in which the purchase of token is prohibited by applicable law, decree, regulation, treaty, or administrative act.
No regulatory authority has examined or approved of any of the information set out in these T&Cs. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and any Adjoining Documents do not imply that the applicable laws, regulatory requirements or rules have been complied with. There are risks and uncertainties associated with Blockchain HELIX AG and its respective businesses and operations, the HIX, the ITS and the Services (each as referred to in these T&Cs and any Adjoining Documents). These T&Cs and any Adjoining Documents, any part thereof and any copy thereof must not be taken or transmitted to any country where distribution or dissemination of these T&Cs and any Adjoining Documents is prohibited or restricted. Blockchain HELIX AG does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in these T&Cs and any Adjoining Documents.
A. Cautionary Note on forward-looking statements
All statements contained in these T&Cs and any Adjoining Documents, statements made in press releases or in any place accessible by the public and oral statements that may be made by Blockchain HELIX AG or their respective directors, executive officers or employees acting on behalf of Blockchain HELIX AG (as the case may be), that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding Blockchain HELIX AG’s financial position, business strategies, plans and prospects and the future prospects of the industry which Blockchain HELIX AG is in are forward-looking statements. These forwardlooking statements, including but not limited to statements as to Blockchain HELIX AG’s revenue and profitability, future plans, other expected industry trends and other matters discussed in these T&Cs and any Adjoining Documents regarding Blockchain HELIX AG are matters that are not historical facts, but only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Blockchain HELIX AG to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. All forward-looking statements made by or attributable to Blockchain HELIX AG or persons acting on behalf of Blockchain HELIX AG are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of Blockchain HELIX AG to be materially different from that expected, expressed or implied by the forward-looking statements in these T&Cs and any Adjoining Documents, undue reliance must not be placed on these statements. Neither Blockchain HELIX AG nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Blockchain HELIX AG will be as discussed in those forward-looking statements. The actual results, performance or achievements of Blockchain HELIX AG may differ materially from those anticipated in these forward-looking statements. Nothing contained in these T&Cs and any Adjoining Documents is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Blockchain HELIX AG. Further, Blockchain HELIX AG disclaims any responsibility to update any of those forward- looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.
B. Market and Industry Information and no consent of other person
These T&Cs and any Adjoining Documents include market and industry information andforecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While Blockchain HELIX AG has taken reasonable actions to ensure that the information is extracted accurately and in its proper context, Blockchain HELIX AG has not conducted any independent review of the information extracted from third party sources, verified the accuracy or completeness of such information or ascertained the underlying economic assumptions relied upon therein. Consequently, neither Blockchain HELIX AG nor its respective directors, executive officers and employees acting on their behalf makes any representation or warranty as to the accuracy or completeness of such information and shall not be obliged to provide any updates on the same.
C. Terms used
To facilitate a better understanding of the HIXs being offered for purchase by Blockchain HELIX AG, and the businesses and operations of Blockchain HELIX AG, certain technical terms and abbreviations, as well as, in certain instances, their descriptions, have been used in these T&Cs and any Adjoining Documents. These descriptions and assigned meanings should not be treated as being definitive of their meanings and may not correspond to standard industry meanings or usage. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations.
D. No further information or updates
No person has been or is authorized to give any information or representation not contained in these T&Cs and any Adjoining Documents in connection with Blockchain HELIX AG and its respective businesses and operations, the HIXs as well as the ITS and, if given, such information or representation must not be relied upon as having been authorized by or on behalf of Blockchain HELIX AG. The ITS shall not, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a material change in the affairs, conditions and prospects of Blockchain HELIX AG or in any statement of fact or information contained in these T&Cs and any Adjoining Documents since the date hereof.
E. Restrictions on distribution and dissemination
The distribution or dissemination of these T&Cs including the Adjoining Documents, whether in entirety or by part, may be prohibited or restricted by laws, rules of any jurisdiction, or regulatory requirements. In cases where any of the restrictions apply, you are to inform yourself about, and to observe, any restrictions which may be applicable to your possession of HIX Tokens or T&C or any of the Adjoining Documents or part thereof (as the case may be) at your own expense and without liability to Blockchain HELIX AG. Persons to whom a copy of the above mentioned documents have been distributed shall not circulate it to any other person, reproduce or replicate or redistribute them for any purpose whatsoever.
F. No offer of securities or registration
These T&Cs and any Adjoining Documents do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer (or a solicitation for investment) of securities or any other form of investment product in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of these T&Cs and any Adjoining Documents. You are not eligible to purchase any HIX in the ITS if you are a citizen, resident (tax or otherwise) or green card holder of the United States of America including Puerto Rico, the U.S. Virgin Islands, and any other possession of the United States, People’s Republic of China or a resident of a country where American embargoes and sanctions are in force, namely Iran, North Korea, Syria, Sudan, or Cuba or any other geographic area in which the purchase of HIX is prohibited by applicable law, decree, regulation, treaty, or administrative act. No regulatory authority has examined or approved of any of the information set out in these T&Cs and any Adjoining Documents. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and any Adjoining Documents does not imply that the applicable laws, regulatory requirements or rules have been complied with.
G. Risks and uncertainties
Prospective purchasers of HIX should carefully consider and evaluate all risks and uncertainties associated with Blockchain HELIX AG and its respective businesses and operations, the HIXs and the ITS, all information set out in these T&Cs and any Adjoining Documents and the T&Cs prior to any purchase of HIX. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of Blockchain HELIX AG could be materially and adversely affected. In such cases, you may lose all or part of the value of the HIX.
12. Cautionary Note on Projections and Price Simulations
It should be noted that all Adjoining Documents which provide futuristic projections of HIX token values are merely simulations of the prices given various macro and micro-economic scenarios. These advices are in no way to be taken as investment proposals. No information in these T&Cs and any Adjoining Documents should be considered to be business, legal, financial or tax advice regarding Blockchain HELIX AG, the HIX tokens and the ITS (each as referred to in the T&Cs and any Adjoining Documents). You should consult your own legal, financial, tax or other professional adviser regarding Blockchain HELIX AG and its respective businesses and operations, the HIX tokens and the ITS (each as referred to in the T&Cs and any Adjoining Documents). You should be aware that you may be required to bear the financial risk of any purchase of HIX tokens for an indefinite period of time.
13. Dispute Resolution
A. Possible Arbitration Procedure
As far as you are not a consumer pursuant to Sec. 13 German Civil Code, all disputes arising in connection with this contract or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to theordinary courts of law. As far as a consumer is concerned the ordinary cause of law proceedings by law shall apply. The place of arbitration is Frankfurt am Main, Germany. The number of arbitrators shall be three. The language of the arbitral proceedings is German or English.
We accept arbitration proceedings by consumers with:
“Allgemeine Verbraucherschlichtungsstelle des Zentrums für Schlichtung“ e. V.
Straßburger Str. 8, 77694 Kehl
Phone: +49 7851 79579 40
„Schlichtungsstelle bei der Deutschen Bundesbank“
Postfach 11 12 32, 60047 Frankfurt
Telefon: +49 69 2388 1907
„Schlichtungsstelle bei der Bundesanstalt für Finanzdienstleistungsaufsicht“
Graurheindorfer Str. 108, 53117 Bonn
Telefon: +49 228 4108 0
Further details can be found on the Platform on arbitration by the EU commission:
B. No Class Action or Representative Arbitration
Any Dispute arising out of or related to these T&Cs is personal to you and Blockchain HELIX AG and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
C. Notice: Informal Dispute Resolution
Each Party will notify the other Party in writing of any arbitrable dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Blockchain HELIX AG shall be sent by e-mail to Blockchain HELIX AG at info@HELIX-Orange.de. Notice to you shall be by email to the email address you provide to us. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the dispute, and (iii) the specific relief that you are seeking. If you and Blockchain HELIX AG cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable HELIX AG may, as appropriate and in accordance with this section, commence an arbitration proceeding.
14. Changes to Terms and Conditions
We may modify, change, supplement or update these T&Cs and any Adjoining Documents at any time with 14 days prior notice. We are entitled to make such modifications if there is any good cause as assessed in our sole discretion. We will inform you of such changes and good causes accordingly via E-Mail Your continued use of the Website and the HIX will confirm your acceptance of these T&Cs and Adjoining Documents as modified, changed, supplemented or updated by us. If you do not agree to such revised T&Cs you must stop using this Website and any information, links or content contained on this Website and cease participating in the ITS and declare your dissent with such change.
15. Miscellaneous Provisions
A. Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the Federal Republic of Germany (“Germany”), without regard to conflict of law rules or principles (whether of Germany or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The courts of Frankfurt am Main shall have the whole and exclusive jurisdiction.
If any term, clause or provision of these T&Cs is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these T&Cs and will 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 T&Cs. In the case of a clause not being valid or in the case that a regulation has not been included therein, this gap shall be replaced by a valid clause that the Parties would have been agreed upon if they would have known the gap.
C. No waiver
The failure of Blockchain HELIX AG to enforce any of the provisions of these T&Cs or any Adjoining Document or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of these T&Cs.
16. Risk Factors
A. Risk of Losing Access to HIXs due to loss of Private Key
Loss of requisite private key(s) associated with your digital wallet can lead to loss of HIX tokens, since a private key or a combination of private keys is necessary to dispose off HIXs stored in the digital wallet. Additionally, loss of login credentials to a hosted wallet service you use might lead to a greater chance of losing your HIXs. Any errors or malfunction of the wallet service, failure to maintain your digital wallet, providing incorrect HIX receipt address, or providing an address which is not ERC20 compatible can also lead to loss of your HIXs.
B. Risk Associated with Ethereum Protocol
Any malfunction, abandonment, or breakdown of the Ethereum protocol can open up risk factors to the Platform or the HIXs owned by you, since the Platform and HIXs are partially based on the Ethereum Protocol.
C. Risk Associated with Technological Advancement
Advances in Cryptography, Quantum Computing, and related technologies such as (not limited to) Blockchain Technology might present additional risk factors to the Platform and HIXs.
D. Risk of Mining Attacks
Mining attacks such as (not limited to) Double-Spending, Majority Mining Power, and Selfish-Mining increase the susceptibility of loss of HIX, malperformance of the Platform, and manipulation of associated transaction records and execution, as with any other decentralized cryptographic tokens.
E. Risk of Hacking and Security Weakness
Attacks such as (not limited to) Malware Attacks, Denial of Service Attacks, Consensusbased Attacks, Smurfing, and Spoofing Attacks can be attempted by hackers or other malicious groups or organizations. Since the Platform is based on open-source software, there is risk of a third party or a member of Blockchain HELIX AG team may intentionally or unintentionally introduce weakness into the core infrastructure of the platform which can negatively affect the Platform and your HIXs.
F. Risk of Theft
The cryptocurrency funds received from the ITS will be securely stored and held in the bitGO Multisig Wallet and Blockchain HELIX AG will make every effort to ensure it. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Website, in the smart contracts on which the bitGO Multisig Wallet and the ITS rely, on the Ethereum or any other blockchain, or otherwise. In such events, which might include flaws in programming or source code hence leading to exploitation or abuse thereof, even if the ITS is completed, Blockchain HELIX AG may not be able to receive the cryptocurrencies raised and utilize such funds for the development of the Platform.
G. Risks Associated with Markets for Tokens
The secondary trading of HIXs might be facilitated by certain third-party exchanges and since such exchanges are relatively new and are subject to little or no regulatory oversight, it makes them more susceptible to fraud or manipulation.
H. Risk of Future Sales and Issuance of HIX
Future sales or issuance of HIX could materially and adversely affect the market price of HIX. Any future sale or issuance of HIX would increase the supply of HIX in the market and might put downward price pressure on HIX. The sale or distribution of a significant number of HIX outside of the ITS (including but not limited to the sales of HIX undertaken after the ITS, issuance of HIX to persons other than Participants for purposes of community initiatives, business development, education and market expansion and issuance of HIX as a reward to users of the Platform), or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.
I. 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 Blockchain HELIX AG, to offer recourse to you.
J. Risk Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of Tokens and Distributed Ledger Technology (“DLT”) is either unclear of unsettled in many jurisdictions and it is difficult to predict whether or how regulatory agencies may apply the existing regulations with respect to such technologies and applications, including the Platform and HIXs. In a situation where regulatory actions or changes in law or regulation make it illegal to operate or make it commercially undesirable to obtain necessary regulatory approvals in a certain jurisdiction, Blockchain HELIX AG may cease operations in that jurisdiction.
K. Risk 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.
L. Risks Arising from Macro-Economic Conditions
Blockchain HELIX AG’s business, operations, and financial health could be negatively impacted by weakness in the economy. Blockchain HELIX AG may experience the negative effects of increased competitive pricing pressure and a slowdown in commerce and usage of the Platform in a down-cycle economic environment. Suppliers on which Blockchain HELIX AG relies for servers, bandwidth, location and other services could also be negatively impacted by negative macro-economic conditions that, in turn, could have a negative impact on Blockchain HELIX AG’s operations or expenses. Changes in interest rates of fiat currencies and exchange rates of cryptocurrencies are also additional risk factors.
M. Risk from Insufficient Interest in the HELIX Orange Platform
The emergence of alternative Platforms which utilize similar protocols and attempt to provide similar services might adversely affect our Platform, associated services, and Tokens. As a consequence it is possible that our Platform is not used by a large number of individuals or entities and there may be limited usage and public interest.
N. Risk of Dissolution of Platform
Challenges pertaining to (not limited to) commercial relationships, token utility, intellectual property ownership, and solvency might lead to liquidation of Blockchain HELIX AG and hence the Platform may no longer be viable to operate. The Participants may lose parts or all of their HIX purchasing price.
O. Risk from Price Fluctuation of BTC and ETH
Unfavourable fluctuation of BTC and ETH might adversely impact availability of Token buyers or ICO projects or both. Incidents such as security incidents or market irregularities at one or more of the major cryptocurrency exchanges might also adversely impact our Platform and associated services.
P. Risk Associated with Business Partners
Termination of Blockchain HELIX AG’s business partners’ service provision can interrupt, delay, or terminate some (or whole) of the services provided by the Platform, especially in the beginning when there’s a greater dependency on business partners than at a relatively later stage.
Q. Unanticipated Risks
Cryptographic tokens such as HIXs are a new and untested technology. In addition to the risks mentioned above. there are other risks associated with your purchase, possession, and use of the Tokens, including unanticipated risks. Unanticipated risks may include war or acts of international or domestic terrorism, occurrences of natural disasters, acts of God, and other factors beyond the control of Blockchain HELIX AG.
The Participant acknowledges and agrees that any information or data the Participant has gathered from or about Blockchain HELIX AG, including but not limited to, information or data regarding prices, scope of terms, conditions, obligations, representations, and warranties set forth herein or delivered prior to the publication of these Terms (hereinafter, the “Confidential Information”), was received in confidence. The Participant 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 a written consent of Blockchain HELIX AG. Confidential Information shall also mean all material and information that has or will come into the possession or knowledge of the Participant in connection with its performance hereunder and which in the ordinary course of business is considered to be treated as confidential. 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).
Blockchain HELIX AG – Terms and Conditions
20 June 2018
Right of Withdrawal
Binding German Version:
Sie haben das Recht, binnen vierzehn Tagen ohne Angaben von Gründen diesen Vertrag zu widerrufen. Die Widerrufsfrist beträgt vierzehn Tage ab dem Tag des Vertragsabschlusses. Um Ihr Widerrufsrecht auszuüben, müssen Sie uns Blockchain HELIX AG, Münchener Straße 45, 60329 Frankfurt am Main, E-mail: email@example.com mittels einer eindeutigen Erklärung (z.B. ein mit der Post versandter Brief, Telefax oder E-Mail) über Ihren Entschluss, diesen Vertrag zu widerrufen, informieren. Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs
Wenn Sie diesen Vertrag widerrufen, haben wir Ihnen alle Zahlungen, die wir von Ihnen erhalten haben, unverzüglich und spätestens binnen vierzehn Tagen ab dem Tag zurückzuzahlen, an dem die Mitteilung über Ihren Widerruf dieses Vertrags bei uns eingegangen ist. Für diese Rückzahlung verwenden wir dasselbe Zahlungsmittel, das Sie bei der ursprünglichen Transaktion eingesetzt haben, es sei denn, mit Ihnen wurde ausdrücklich etwas anderes vereinbart; in keinem Fall werden Ihnen wegen dieser Rückzahlung Entgelte berechnet.
An: Blockchain HELIX AG
Münchener Straße 45, 60329 Frankfurt am Main
Hiermit widerrufe(n) ich/wir den von mir/uns abgeschlossenen Vertrag über die folgenden
Bestellt am ……………./ erhalten am ………………………
Name des/der Verbraucher(s)
Anschrift des/der Verbraucher(s)
Unterschrift des/der Verbraucher(s) (nur bei Mitteilung auf Papier)
English version (convenience translation only)
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us (Blockchain HELIX AG, Münchener Straße 45, 60329 Frankfurt am Main, email: firstname.lastname@example.org) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail).
You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
Model withdrawal form:
Blockchain HELIX AG
Münchener Straße 45, 60329 Frankfurt am Main
I hereby give notice that I withdraw from my contract for the provision of the following service
Name of consumer
Address of consumer
Signature of consumer (only if this form is notified on paper)