Pbet Token, a product of PLC Player Loyalty Ltd (Reg. No. 391598)
(PRE-ICO Contribution Agreement for Future Tokens)
This document is a legally binding agreement between the Contributor and the PLC Player Loyalty Ltd.
In this agreement where ‘’Pbet’’ and/or “We” and/or ‘’Company’’ is referred, this shall be interpreted as PLC Player Loyalty Ltd.
“Network Launch” means a bona fide contributions or series of contributions, pursuant to which the Company will contribute the Tokens to the Contributor prior to the start of the ICO.
“CAFT” means an agreement pursuant to which a future right to units of Tokens may be given to Contributors in exchange for their contribution, similar in form and content to this agreement, which a significant portion of the amount raised under the CAFT will be used to fund the Company’s development of a decentralized blockchain-based network (the “Network”) that will enable individuals to own and monetize their personal data.
This document and any other Pbet documents do not constitute a prospectus of any sort and are not a solicitation for contribution. Pbet does not represent an ownership or share in ANY public or private corporation, or other entity in any jurisdiction. Acquisitions of Pbet’s future tokens through the PRE-ICO are non-refundable. Pbet’s future tokens are only to be used relating to Pbet under these Terms and Conditions and in accordance with the Whitepaper and will not entitle any stakeholder to any additional rights. Any future acquisition and use of Pbet’s future tokens carries significant financial risk, including the use of experimental software.
THIS CERTIFIES THAT in exchange for the contribution by the undersigned participant (the “Contributor”) of Ripple XRP/Ethereum/Bitcoin/Litecoin or any other accepted fiat and/or crypto currency amounts to the contribution sent by the Participant to PBET (the “Contribution Amount”) on or about PLC Player Loyalty Ltd, a Republic of Cyprus’ corporation (the “Company”), hereby issues to the Contributor the right (the “Right”) to future Pbet Token (the “Token” or “Pbet Token”), subject to the terms set forth below.
(a) CAFT Invitation. The Company intends to invite Participants to contribute through CAFT pursuant to the terms of this PRE-ICO period CAFT.
Network Launch. If there is a Network Launch before the expiration or termination of this instrument, the Company will automatically issue to the Contributor a number of units of the Token equal to the Contribution Amount. Contributors participating with an amount of or equivalent to USD 55, 500 Pbet token shall be issued, therefore the minimum contribution is for an amount of or equivalent to USD 55. During Pre-ICO period, PBET accepts contributions in form of packages of 500 Pbet future tokens only and Contributors can purchase multiple units of those packages until the Pre-ICO Cap is reached.
In connection with and prior to the issuance of Tokens by the Company to the Contributor pursuant to this Section 2(b):
(i) The Contributor is responsible to provide to the Company the correct digital wallet address for ERC-20 wallet for contribution submitted to Pbet Token and in exchange to receive in the future the Tokens.
(ii) The amount of Pbet token issued to Contributor is calculated based on Ripple XRP/Ethereum/Bitcoin/Litecoin or any other fiat or crypto currency exchange rate as processed by Coinpayments, the cost of transaction is borne by the Contributor.
This instrument will expire and terminate upon the earlier of (i) the issuance of Tokens to the Contributor pursuant to Section 2(b); (ii) the contribution, or setting aside for contribution, of contributions due the Contributor pursuant to Section 2(c); (iii) End of the PRE-ICO period ( the “Deadline Date”), if the Network Launch has not occurred as of such date; provided that, the Company shall have the right to extend the Deadline Date by ninety (90) days, in its sole discretion.
3. Company Representations
(a) The Company, PLC Player Loyalty Ltd (Reg. No. 391598) is a corporation duly organized, validly existing and in good standing under the laws of the Republic of Cyprus and its registered office is 59, Arch. Makariou III Avenue, Antonis Mouyias Tower, 1st Floor, 6017 Larnaca, Cyprus, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Contributor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of contributors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this instrument, other than the Company’s corporate approvals.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others. ‘’PBET’’ and ‘’ Pbet‘s Tokens’’ is not the proprietary trade name of the Company.
4. Contributor Representations
(a) The Contributor has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder. This instrument constitutes valid and binding obligation of the Contributor, enforceable in accordance with its terms, except if the Company is limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Contributor has been advised that the contributions of this instrument cannot be recontributed except in compliance with the applicable country’s laws. The Contributor is contributing for this instrument for its own account for contribution, not as a nominee or agent, and not with a view to, or for recontribution in connection with, the distribution thereof, and the Contributor has no present intention of contributing, granting any participation in, or otherwise distributing the same.
5. Procedures for Contribution and Valuation of Contribution Amount.
(a) The Company will accept contribution under this CAFT in Ripple XRP/Ethereum/Bitcoin/Litecoin and/or any other accepted fiat and crypto currency by PBET. Contributor shall make the required contribution to the Company in consideration for Contributors contribution pursuant to the CAFT.
(a) This instrument sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes the Whitepaper, all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the consent of the Company, in the aggregate, of the Contribution Amounts contributed to the Company with respect to all CAFTs outstanding at the time of such amendment, waiver or modification.
(b) The Contributor is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Contributor, as such, any right to vote for the election of directors or upon any matter submitted at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
(c) This instrument may not be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Contributor to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Contributor, including, without limitation, any general partner, managing member, officer or director of the Contributor, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Contributor; and provided, further, that the Company may assign this instrument in whole, without the consent of the Contributor, in connection with a reincorporation to change the Company’s domicile.
(d) In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(e) This instrument may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.
(f) Nothing in this CAFT and no action taken by the parties pursuant to this CAFT shall constitute, or be deemed to constitute, a partnership, association, joint venture or other cooperative entity between any of the parties. Nothing in this CAFT and no action taken by the parties pursuant to this CAFT shall constitute, or be deemed to constitute, either party the agent of the other party for any purpose. No party has, pursuant to this CAFT, any authority or power to bind or to contract in the name of the other party.
(g) All rights and obligations hereunder will be governed by the laws of the Republic of Cyprus, without regard to the conflicts of law provisions of such jurisdiction.
(h) You agree that you are not a resident or domiciliary of the United States of America or Singapore or of the People’s Republic of China, or contributing in exchange for future Tokens from a location in either of these jurisdictions and; You are not a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, a citizen or resident of, or located in, a geographic area that is subject to United States of America or Singapore or of the People’s Republic of China or other sovereign country sanctions or embargoes.
(i) 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 such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.
(j) The contributor is obligated to provide the correct digital wallet for ERC-20 wallet for contribution sent to PBET and in exchange to receive the future Tokens. The Company does not have any liability in case the Contributor provides to PBET a wrong Wallet Address.
7. Sources and Uses of Contributions
Use of Contributions (Funds Raised)
a) Contributor shall not use the future Tokens to finance, engage in, or otherwise support any unlawful activities.
b) The Contributor confirms that the wallet provided to the Company is an ERC-20 and is not of an exchange or any shared wallet and that he has the private key or the access to that ERC-20 Wallet.
c) The Funds raised from Contributors are to be used in accordance with the vision and the phases of the Whitepaper of PBET.
d) The Company can use part of the contributions if deemed necessary (in Ripple XRP/Ethereum/Bitcoin/Litecoin and/or any other accepted fiat and crypto currency by PBET) that will be raised for any purpose that may be required by PBET in order to succeed and develop the phases of the ICO and anything in relation to that such as; marketing, promotion, advertising and support of the upcoming ICO.
a) All contributions by Participant under this Agreement shall be made only in Contributors’ Ethereum ERC-20 Wallet, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” in relation to ICO’s and Cryptocurrencies.
a) There is no refund and this agreement cannot be cancelled for any reason whatsoever, thus the Contributor may lose all amounts contributed and/or the Contributors’ future Tokens may have no value.
a) Counter-Terrorism Financing
To the extent required by applicable law, the Contributor in exchange for the future Tokens shall comply with all anti-money laundering and counter-terrorism financing requirements.
b) Funds by the Contributor
The Contributions used by the Contributor to contribute in exchange for future Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing.
8. Grace Period
The Contributor is of the knowledge that this agreement includes 3 MONTHS GRACE PERIOD for the delivery/receivable of the Pbet Token.
9. Legal Disclaimer
DISCLAIMER PLEASE READ THIS DISCLAIMER SECTION CAREFULLY.
This notice applies to all persons who read this document. Please note this notice may be altered or updated.
a) The PLC Player Loyalty Ltd reserves the legal right to post changes to the Whitepaper at any time, and by continuing reading the Pre-ICO CAFT thereafter, you agree to be bound by the latest version of the Whitepaper. If any changes on the Whitepaper are not acceptable, you must not contribute to future Pbet Tokens. In this Legal Disclaimer section, “The ‘PBET” and “we” refers to the PLC Player Loyalty Ltd (Reg. No. 391598), and “Contributor” or “you” refers to each reader of the Legal Disclaimer of the Whitelist CAFT.
This Pre-ICO Contribution Agreement for Future Tokens (Pre-ICO CAFT), or any part thereof, as well as any copies, must not be taken or transmitted to any country where distribution or dissemination of this Pre-ICO CAFT is prohibited or restricted. The PBET future token contribution is subject to and governed by the Republic of Cyprus Law to its exclusion.
10. Dispute Resolution
a) Informal Dispute Resolution. Contributor and PBET shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 10 (b) below.
b) Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 10 (a) shall be referred to and finally resolved by arbitration in accordance with the Republic of Cyprus Rules of International Arbitration in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by PBET. The seat, or legal place, of arbitration shall be in Cyprus, unless otherwise informed by Pbet. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be the law of the Republic of Cyprus. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). PBET and Contributor shall be responsible for their respective attorneys’ fees and expenses.
c) No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Contributor and Pbet and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempt 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.