Term & Conditions
The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of cryptographic tokens ("DHB") from Dahab Alealam, an exempted company registered in the Cayman Islands (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the DHB token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE DHB FROM THE COMPANY. BY PURCHASING DHB FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT [email protected] By purchasing DHB, and to the extent permitted by law, you are agreeing not to hold any of the the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Dahab Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of DHB, including losses associated with the terms set forth below.
YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTALE TO YOU, YOU SHOULD NOT PURCHASE DHB.
PURCHASES OF DHB SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF DHB DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR DHB RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE DHB OR PARTICIPATE IN THE SALE OF DHB. YOUR PARTICIPATION IN DHB SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE DHB TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
- 1 Conditions to DHB token sale
When you purchase, or otherwise receive, a DHB token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the DHB tokens: neither the Company nor any of the DAHAB Team has provided you with any advice regarding whether DHB is a suitable investment for you; you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally; you are legally permitted to receive and hold and make use of DHB in your and any other relevant jurisdiction; you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of DHB and allocate DHB to you; you have not supplied us with information relating to your acquisition of DHB or otherwise which is inaccurate or misleading; you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation; you will notify us promptly of any change to the information supplied by you to us; you are of a sufficient age (if an individual) to legally obtain DHB, and you are not aware of any other legal reason to prevent you from obtaining DHB; you take sole responsibility for any restrictions and risks associated with receiving and holding DHB, including but not limited to these set out in Annex A; by acquiring DHB, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction; you are not obtaining or using DHB for any illegal purpose, and will not use DHB for any illegal purpose; you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of DHB; your acquisition of DHB not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction; to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of DHB and/or the BSC Network; you accept that DHB is created and you obtain DHB on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing DHB without being able to provide any warranties in relation to DHB, including, but not limited to, title, merchantability or fitness for a particular purpose; you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of DHB (ii) the potential appreciation or depreciation in the value of DHB over time, if any, (iii) the sale and purchase of DHB; and/or (iv) any other action or transaction related to DHB has tax implications.
- 2 Overview of DHB sale
DHB is required for proper operation and comprehensive utilization of DAHAB (as defined in the white paper (the “White Paper”) provided at https://dahabalealam.com (the “Website”) as of the date the Purchaser acquires DHB token). After the DHB sale, each DHB is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to DHB are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or DHB from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of DHB portfolio) and block their acquisition.
The maximum total amount of DHBs to be issued is 19,000,000,000. No more DHBs will be issued after the end of the DHB sale, as described in the preceding paragraph. Ownership of DHB during the DHB token sale carries no rights express or implied. Purchases of DHB are non-refundable.
The anticipated distribution of the DHB tokens is as follows: 7.5% - Token Sale 20% - Team 11% - Reserve & Community 36.5% - Backers 25% - Ecosystem & Applications
- 3 After the DHB Token Sale
The Purchasers should have no expectation of influence over governance of the Company. Upon the conclusion of a successful DHB sale, the digital assets backing each DHB token will be transparently purchased. The Company will provide you with an official and regular audit conducted on the existence of the digital assets backing each DHB token. Through this audit, you can track and confirm that the digital assets backing your DHB have been received and acquired. Access to the audit results does not constitute a DHB purchase receipt or indicate in any way that the party possessing such access has rights to or ownership of the purchased DHB tokens. Prior to a Purchaser selling DHB after the DHB token sale completion, such Purchaser shall ensure that the buyer of any such DHB undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the DHB token sale.
- 4 The Company Will Not Purchase DHB During the DHB Sale
The Company warrants that neither it nor its shareholders will purchase DHB during the DHB sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase DHB from any third party during the period of the DHB sale.
- 5 All purchases of DHB are final
ALL PURCHASES OF DHB ARE FINAL. PURCHASES OF DHB ARE NON-REFUNDABLE. BY PURCHASING DHB, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON. IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING DHB CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR DHB, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL DHB FROM SUCH DHB OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
- 6 Taxation of DHB and Taxation Related to the Token Sale
The Purchaser bears the sole responsibility to determine if the purchase of DHB with BUSD, USDT, ETH, BTC, BNB, SOL or the potential appreciation or depreciation in the value of DHB over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing DHB, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of DHB.
- 7 Privacy
- 8 Force Majeure
The DAHAB Team is not liable for failure to perform solely caused by: unavoidable casualty, delays in delivery of materials, embargoes, government orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), security issues arising from the technology used, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
- 9 Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING DHB AT THE PURCHASER'S SOLE RISK AND THAT DHB IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE DAHAB TEAM WARRANTS THAT THE PROCESS FOR PURCHASING DHB WILL BE UNINTERRUPTED OR ERROR-FREE.
- 10 Limitations Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, DHB OR (ii) THE DAHAB TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE DAHAB TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, DHB, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO DHB. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE DAHAB TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF DHB, AND THAT THE RISK OF PURCHASING AND USING DHB RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE DAHAB TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF DHB. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE DAHAB TEAM.
- 11 Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Compan with respect to the purchase and sale of DHB. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of DHB and supersede any public statements about the DHB token sale made by third parties or by the DAHAB Team or individuals associated with any of the DAHAB Team, past and present and during the DHB token sale.
- 12 Severability
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
- 13 No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the DAHAB Team shall be deemed a modification of these Terms nor be legally binding.
- 14 Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing DHB. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
- 15 Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
- 16 Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the DAHAB Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of DHB; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
- 17 Security
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold DHB purchased from the Company, 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. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
- 18 Language
Currently, only English versions of any DAHAB's communications are considered official. The English version shall prevail in case of differences in translation.
- 19 Governing Law
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with English law.
- 20 Arbitration
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the Company 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.