Early Contribution Agreement
THIS AGREEMENT IS MADE ON the date the Contributor reads accept the terms hereof BETWEEN:
1) UBE Limited a private limited company incorporated in Gibraltar with company number 116998 and having its registered office situate at Suite 23, Portland House, Glacis Road, Gibraltar (“Company”); and
2) The person or persons specified in Exhibit A (the “Contributor”).
(The Company and the Contributor shall together be referred to as the “Parties” and references to a “Party”
shall be to the relevant one of them as the context requires).
(A) The Company is in the process of developing a decentralised platform using the Ethereum blockchain with the aim of being used as a medium of exchange between merchants and consumers (the “Company Platform”). Further information relating to the Company Platform is set out in the Company’s website – https://www.ubecoin.com/ (the “Company Website”). The information contained on the Company Website is of a descriptive nature only and does not form part of this Agreement.
(B) The Company intends to conduct a smart-contract based crowd-contribution campaign (“Token Sale”) for the purpose of raising capital which it will deploy on researching and developing the Company Platform and to meet various other operating expenses related to the Company’s business.
(C) In return for a contribution to the Company during the Token Sale and under this Agreement, contributors shall receive a cryptographic token (“UBE”) issued by the Smart Contract System (as such term is defined in clause 2.1 below).
(D) The Contributor is interested in making – prior to the start of the Token Sale – a contribution to the Company and receiving UBE in return from the Company as set out in and on the terms of this Agreement.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Incorporation of Token Sale T&Cs and precedence of this Agreement
1.1. Participation in the Token Sale is subject to the Token Sale terms and conditions (“T&Cs”) in the form set out in the Schedule hereto (as such may be amended from time to time). The T&Cs are expressly incorporated into this Agreement and shall apply to any early contribution made to the Company by the Contributor, except as such T&Cs are expressly amended by this Agreement. By signing this Agreement the Contributor acknowledges that they unconditionally accept the T&Cs.
1.2. Notwithstanding the T&Cs, the Parties have agreed to special terms relating to early the Contributor’s participation in the Token Sale, as set out in this Agreement and accept the terms set out in the T&Cs, except as such T&Cs are expressly amended by this Agreement. This Agreement together with the T&Cs shall be read and construed as one document.
1.3. If the event of any conflict between the terms set out in this Agreement and those set out in the T&Cs, the terms set out in this Agreement shall take precedence.
2. Method and Terms of Early Contribution
2.1. The Company will deploy a crowd-contribution smart-contract (“Smart Contract System”) on the Ethereum blockchain for the purposes of creating its own proprietary tokens known as UBE and issuing these to contributors.
2.2. The Contributor commits to making an early contribution to the Company in the amount set out in Exhibit A (the “Contribution Amount”) by transferring the Contribution Amount to the Company’s wallet address / bank account details as set out in Exhibit A.
2.3. In consideration for the timely transfer and receipt of the Contribution Amount in accordance with clause 2.2 above, the Company shall allocate the number of UBE to the Contributor in accordance with the Ubecoin Price and Conversion rate specified in Exhibit A.
2.4. In order to receive UBE, the Contributor must have, and send a notice to the Company containing the address of, an Ethereum wallet that supports the ECR20 standard (in other words, the Contributor’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of UBE, being tokens that are created based on the ECR20 token standard). The Company reserves the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
2.5. Subject to compliance with this clause 2, delivery of UBE shall be made to the Contributor by sending UBE to the Ethereum wallet address notified by the Contributor to the Company in accordance with clause 2.3. The Company shall exercise reasonable endeavours to procure that delivery of UBE shall be made within 30 days following the conclusion of the Token Sale.
2.6. All taxes (including VAT, if any), charges, levies, assessments and other fees of any kind imposed on the purchase, receipt, storage and/or transfer of UBE by the Contributor, shall be the sole responsibility of, and for the account of, the Contributor.
2.7. Subject to the timely transfer and receipt of the Contribution Amount in accordance with the clauses set out above, this Agreement shall remain in full force and effect until the transactions described herein are completed.
2.8. On receipt of the Contribution Amount, such early contribution shall immediately become the sole and exclusive property of the Company who shall be entitled to apply the contribution towards the development of the Company Platform and other business operating expenses. The application of the Contribution Amount shall be determined by the Company acting in its sole and absolute discretion and the Company shall be under no obligation to inform the Contributor or verify to the Contributor how the Contribution Amount is used.
2.9. For the avoidance of doubt, the Contribution Amount shall be non-refundable to the extent not explicitly set forth otherwise in this Agreement.
3. Token Functionality
3.1. UBE are intended to have the functionality described in the T&Cs.
3.2. Ownership of UBE carries no rights, whether express or implied, other than a limited potential future right or expectation to use UBE (as further specified below) if, and to the extent, the Company Platform is successfully completed and launched.
3.3. In particular, the Contributor understands and accepts that UBE do not represent or constitute:
(a) any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
(b) any right to receive future revenues, profits, shares, equities, securities or any other form of participation or governance right in or relating to UBE, the Company and/or the Company Platform;
(c) any form of money or legal tender in any jurisdiction nor do they constitute any representation of money (including electronic money); or
(d) the provision of any goods and/or services as at the date of this Agreement.
3.4. The Company makes no warranties or representations and offers no guarantees (in each case whether express or implied) that UBE shall confer any actual or exercisable rights of use, functionality, features, purpose or attributes in connection with the Company Platform.
Making a contribution to the Company, creating and issuing UBE and the development and deployment of the Company Platform, carries significant risks. By entering into this Agreement, the Contributor expressly acknowledges, accepts and assumes the risks described in Schedule 2 of the T&Cs, which are deemed to form part of this Agreement.
5. Contributor Warranties and Representations
By entering into this Agreement, the Contributor hereby warrants and represents the matters set out in clause 10 of the T&Cs, which are deemed to form part of this Agreement.
6. Indemnification and Liability
6.1. Subject to the remaining provisions of this clause 6 (Indemnification and Liability), the Contributor will indemnify, defend and hold harmless the Company and the Company’s employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to:
(a) the Contributor’s acquisition or use of UBE under this Agreement;
(b) the performance or non-performance of the Contributor’s responsibilities or obligations under this Agreement;
(c) the Contributor’s breach of this Agreement; or
(d) the Contributor’s breach of any rights (including, but not limited to, intellectual property rights) of any other person or entity.
6.2. The indemnity set out in clause 6.1 is in addition to, and not in lieu of, any other remedies that may be available to the Company under applicable law.
6.3. Except in the event of any damage caused by the Company’s wilful default and/or gross negligence, in no circumstances shall the Company be liable to the Contributor (whether in contract, tort, breach of statutory duty, restitution or otherwise) for any of the following types of losses:
(a) any loss of profits, loss of business, loss of revenue or income, loss of contract, loss or depletion of goodwill and/or business opportunity, loss of anticipated savings or like loss; and
(b) incidental, indirect, consequential, special or punitive losses and damages, in each case regardless of the cause of action, whether the Company was advised of the possibility of such losses arising and/or whether such losses were foreseeable.
6.4. For the avoidance of doubt, nothing in this clause 6 shall exclude or limit liability for any losses in respect of which it would be unlawful to exclude or limit liability.
6.5. Without prejudice to the foregoing provisions of this clause 6 (Indemnification and Liability), the Company’s maximum aggregate liability to the Contributor under or in connection with this Agreement shall not exceed the Contribution Amount.
7. Confidential Information / Announcements
7.1. Notwithstanding any other provision of this Agreement (including the T&Cs), the Parties agree to hold each other’s Confidential Information (as such term is defined in clause 7.2 below) confidential for a period of 6 years following the date of this Agreement or any rescission, termination or repudiation hereof. The Parties agree that unless required by law, they shall not make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of this Agreement.
7.2. “Confidential Information” shall mean in relation to a Party, all material and information that has or will come into possession or knowledge of the other Party in connection with its performance hereunder and which in the ordinary course of business is considered to be treated confidential. The content of this Agreement, not including the fact that it has been entered into, shall also constitute Confidential Information. A Party’s “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 timely advises the disclosing Party of the governmental demand for disclosure).
7.3. Without the prior written consent of the Company, the Contributor shall not make any public announcements, issue any media release or similar publicity relating to this Agreement.
7.4. Neither Party shall use the trademarks, tradename, logo or other intellectual property rights of the other Party without having obtained its prior written consent.
7.5. Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this clause 7 (Confidential Information / Announcements) by the other Party. Accordingly, each Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this clause 7 (Confidential Information / Announcements).
8.1 Any notice given to a Party under or in connection with this Agreement shall be in writing and shall be sent by email to:
a. UBE Limited: email@example.com; and
b. The Contributor: the Contributor’s email address set out in their application on the Company’s Website
8.2 Any notice or communication shall be deemed to have been received at the time of transmission of the notice by email, or where such time is outside of Business Hours, at 9.00 am on the next Business Day after transmission.
For the purposes of this clause 8:
“Business Day” shall mean a day, other than a Saturday, Sunday or public holiday, when banks in Gibraltar are open for business; and
“Business Hours” shall mean the period from 9.00 am to 5.00 pm on any Business Day.
8.3 This clause 8 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
9.1. The Contributor understands and accepts that the network of miners will ultimately be in control of the Smart Contract System and that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run a new version of the Smart Contract System. Such a scenario could lead UBE losing intrinsic value.
9.2. This Agreement (including the T&Cs) constitutes the entire agreement between the Parties in relation to its subject matter and shall be read and construed as one document. It replaces and extinguishes all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature made by, or on behalf of the Parties, whether oral or written, in relation to that subject matter.
9.3. Each Party acknowledges that in entering into this Agreement, it has not relied on any oral or written statements, warranties, assurances representations, or undertakings which were made by or on behalf of the other Party in relation to the subject matter of this Agreement at any time before its signature (“Pre-Contractual Statements”) other than those set out in this Agreement (including the T&Cs). Each Party hereby waives all rights and remedies which might otherwise be available in relation to such Pre- Contractual Statements.
9.4. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
9.5. The parties may execute this Agreement in counterparts, each of which when read together shall constitute the same agreement.
9.6. This Agreement is personal to the Parties and neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written agreement of the other Party (not to be unreasonably withheld, delayed or refused).
9.7. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
9.8. If any court determines that any provision of this Agreement (including the T&Cs) is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement (including the T&Cs) invalid or unenforceable and this Agreement (including the T&Cs) shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
9.9. Nothing contained in this Agreement (including the T&Cs) shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose.
9.10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Gibraltar Law.
9.11. The Parties irrevocably agree that the Gibraltar courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or their subject matter or formation (including non-contractual disputes and claims).
|Contributors Name & Address||As entered by the Contributor in the KYC/AML form on the Company’s Website|
|Contribution Amount||As entered by the Contributor on the Company’s Website|
|Form of Contribution||ETH/BTC/USD/GBP/EUR/AUD as entered by the Contributor on the Ubecoin Website|
|Contribution Delivery Method||Company’s Ethereum Wallet address: As specified on the Company’s Website|
Company’s Bitcoin Wallet Address: As specified on the Company’s Website
Company’s Bank Account: As specified on the Company’s Website
|Ubecoin Price||USD 0.15 from 2 June 2018 to 1 August 2018|
USD 0.20 from 2 August 2018 to 1 September 2018
USD 0.225 from 2 September 2018 to 1 October 2018
USD 0.25 thereafter
|Conversion||Where any contribution is made in ETH or BTC the number of UBE shall be calculated by reference to the value that the ETH or BTC has against USD according to CoinMarketCap (https://coinmarketcap.com/) at 08:00 GMT on the date the Contribution Amount is received by the Company. Where a contribution is made in EUR or GBP or AUD the number of UBE shall be calculated by reference to the value that the EUR or GBP or AUD has against the USD according Oanda (www.oanda.com/currency/converter) at 08:00 GMT on the date the Contribution Amount is received by the Company. The Company shall not be responsible or liable for any losses which may be suffered by the Contributor as a result of any conversion, nor shall the Company be liable for any errors in the data published by any exchange.|
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
Signed by UBE Limited acting by a director in the
Signature of Witness
Name of Witness: Andrew Menzies Stokes
Occupation of Witness: Company Director
Signed by the Contributor by his/her/its acceptance of the terms and conditions on the Company’s Website
David George Wilmot
TOKEN SALE T&CS
As set out on the Company’s Website