Terms and Conditions: Token Suite
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1. Definitions
1.1 Token Offering/s (TO): process of creating Tokens by the Issuer, and thereafter offering them to the Token Buyers.
1.2 You: individual/s or entity/s that are entering or using the dApp, and therefore the Webpage. In addition, this term also will refer to individual/s or entity/s that undertake and/or have undertaken a TO process through the dApp. The difference between these two concepts will be determined due to the context and content of these T&C. For the avoidance of doubt, this T&C will be applicable to You, if You enter to or use the dApp, as well as undertake a TO through the dApp, no matter if You act in your name as a natural person or if You do it on behalf of an organization. Therefore, in any case, if you act directly or on behalf of a company you will be referred to in these T&C as You.
1.3 Issuer/s: this term jointly with “You” refers to such individual/s or entity/s that undertake and/or have undertaken a TO process through the dApp.
1.4 Token Buyer/s: individuals or entities who purchase or are interested in buying Tokens in the TO process.
1.5 dApp: the decentralized application created by Brickken that runs on a decentralized network and operates autonomously, in which You will have access through the Webpage and where, if You decide to undertake a TO, will have a dashboard and token sale store.
1.6 Know Your Client (KYC): process that will be used by Brickken in order to verify an Issuers’ identity. In addition, You will have to undertake this procedure with the aim to verify also the identity of your Token Buyers. In practice, the purpose of the KYC is to prevent money laundering and other financial crimes, and to ensure that You and your Token Buyers are complying with regulatory requirements.
1.7 Know Your Business (KYB): similar procedure as the KYC, but in this case, Brickken or You shall verify the identity and background of a company in order to comply with anti-money laundering and anti-fraud efforts. This process will involve collecting and reviewing information about a company's ownership, management, business activities, and other relevant information to assess its risk profile.
1.8 Token: unit of digital value that will be created by the Smart Contract that Issuers will issue in favor of Token Buyers.
1.9 Smart Contract/s: self-executing contract encoded directly as lines of code, which it automatically executes when predetermined conditions are met, allowing for instance the execution of the TO.
1.10 Expert Collaborator/s: person, entity, organization, etc. with extensive knowledge in a particular topic related to tokenization (legal, marketing, finance, etc.), who will place its services in the dApp and will assist Issuers in order they can carry out their TO.
1.11 Project: the reason and subject of undertaking the TO.
1.12 BKN: ethereum-based ERC-20 utility token that enables the token factory within the dApp to function and deploy all relevant functionalities. For the avoidance of doubt, as the BKN is a utility token, it does not give any rights, dividends, interests, shares, representation rights or/and any right to participate in any shareholder meeting of Brickken.
1.13 Webpage: is the page created by Brickken that contains direct access to the dApp and has several features.
2. Who are we?
2.1 We are Brickken Solutions, S.L. (hereinafter, “Brickken” or “We”) a Spanish limited company with its registered office at Llacuna Street, number 162, module 308 (Barcelona), 08018.
2.2 We are a company duly registered in the Mercantile Registry of Barcelona, Spain, with VAT number B67557603.
2.3 In this sense, we want to inform You that We are the developers of the Webpage and the dApp that You are using in which You will be able to undertake a TO, through your own dashboard and token sale store.
3. Purpose
3.1 The purpose of this Terms and Conditions (“T&C”) is to govern the relationship between You and Brickken, as well as to establish the main guidelines that You will have to follow when You use the Webpage, the dApp and if You decide to undertake a TO.
4. TO’s procedure
4.1 Once You have completed the necessary KYC and/or KYB procedures outlined in Clause 6 and have paid the appropriate fee described in Clause 5.1 (a), Brickken shall provide You with the relevant access to undertake a TO, including the personal dashboard and token sale store.
4.2 Upon receiving access to the relevant dashboard and token sale store, You shall be responsible for uploading all relevant information, including information necessary for Token Buyers to understand the details and terms of your Project and TO process. In this sense, You shall provide truthful information and to maintain transparency at all times in front of your Token Buyers, and therefore consistently follow the principle of good faith.
´4.3 Notwithstanding the provision outlined in Clause 4.2 above, for the purpose of assisting You, Brickken has incorporated in the dApp certain guidelines, so that You may have a general understanding of the information that needs to be submitted. These guidelines are intended for reference purposes only and if You are uncertain as to the information required, You must seek the advice of a professional advisor. To this end, the dApp includes access to Expert Collaborators, who may provide their assistance.
4.4 Based on the above and for the avoidance of doubt, You understand and acknowledge that in no case Brickken shall be liable against You, your Token Buyers or any third party for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with the information uploaded by You alone or with the assessment of an advisor or an Expert Collaborator, as well as for the guidelines provided by Brickken, as they are only for information purposes.
5. TO’s Prices
5.1 In the event, You decide to undertake a TO through the dApp, You hereby agree that the following prices shall be applied:
5.2 When the Token is created, You shall pay in favor of Brickken the equivalent of five thousand dollars (5,000 $) in BKN;
5.3 After one year of the Token’s creation has elapsed, You shall pay in favor of Brickken the equivalent of forty-five dollars (45 $) in BKN in a monthly basis; and
5.4 The three per cent (3%) of any amount claimed by the Issuer against the Smart Contract, when Issuer wants to receive the funds raised from the TO.
5.5 The payments outlined in Section 5.1 will be executed automatically by the Smart Contract/s.
5.6 Nevertheless, with the aim You have all the necessary financing information, Brickken will send in your favor the relevant invoice/s in a period of fifteen (15) calendar days from the effective completion of your payment. In the event, You do not receive such invoice/s, please do not hesitate to contact Brickken to the email address: [email protected].
5.7 For the avoidance of doubt, note that if the relevant payment/s stated above are not made due to the insufficient funds in your account, Brickken will notify You. Upon receiving such notification, you will have a period of seven (7) calendar days to cancel the outstanding amount/s.
5.8 In the event that You fail to make the required payment/s within the time frames specified above, Brickken will make one final attempt to collect the amount/s owed. If the outstanding payment/s remain unpaid, Brickken may restrict Your access to the dApp and Your dashboard and take any necessary legal action to recover the amount/s owed.
5.9 Finally, You are responsible for paying any other taxes required by applicable law and acknowledge that it does not rely on the future availability of any services, programs or upgrades when making payment obligations.
6. Know Your Customer or Know Your Business Procedure
6.1 Brickken’s Know Your Customer or Know Your Business Procedure:
6.2 When using the dApp and before your TO has begun, You shall undertake a KYC and/or KYB procedure. It is of utmost importance that the information that You provide when doing a KYC and/or KYB is at all times truthful and actualized.
6.3 Consequently, if the necessary KYC and/or KYB processes are not duly conducted and/or completed, Brickken will not grant You access to the dApp and the dashboard, thereby preventing the initiation and/or achievement of the relevant TO.
6.4 In the event of Your non-compliance with the obligations outlined above, Brickken shall be entitled to seek compensation from You, and shall not be held liable for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, incurred directly or indirectly, or loss of data, use, goodwill, or other intangible losses, that You may have caused to the Token Buyers or any third party as a result of such breach.
6.5 Issuers’ Know Your Customer or Know Your Business Procedure:
6.6 You shall be responsible for conducting a KYC and/or KYB procedure regarding your potential Token Buyers.
6.7 In relation with the above, Brickken informs You that SUM AND SUBSTANCE LTD a company incorporated in England with company number 09688671 and its registered office located at 30 St. Mary Axe, London, England, EC3A 8BF has been placed in the dApp with the aim to facilitate and streamline the process of KYC and/or KYB verification. For your knowledge, this company will be able to assist You with the KYC and/or KYB of your Token Buyers as it will automatically verify the information provided by them and approve the relevant KYC and/or KYB that meet the applicable regulations.
6.8 Notwithstanding the above, at all times, You will have the possibility to decide if You want to deposit to one of your potential Token Buyers the Token that You have created, and therefore You will do the last verification of all your Token Buyers.
6.9 It is important to highlight that You are the only one responsible for the relationship with SUM AND SUBSTANCE LTD and therefore You shall hold Brickken harmless and indemnify Brickken from any liabilities, obligations or damages arising from or related to the relationship between You, the Token Buyers and/or SUM AND SUBSTANCE LTD.
7. Payment Gateway
7.1 Brickken informs You that Onramper Technologies B.V., a limited liability company registered with the Chamber of Commerce under registration number 76602877, located at Herengracht 420, 1017BZ Amsterdam, Netherlands has been placed in the dApp.
7.2 The purpose of including such company in the dApp is to provide You and your Token Buyers with an aggregator which offers various third-parties converters of fiat-to-crypto and crypto-to-fiat within a single interface.
7.3 It is important to note that if You use Onramper Technologies B.V., You shall be solely responsible for the relationship that You will maintain with such company and shall hold Brickken harmless and indemnify from and against any liabilities, obligations or damages arising from or related to the relationship between You, the Token Buyers and/or Onramper Technologies B.V.
8. “AS IS” Basis
8.1 The Webpage, the dApp, the dashboard and token store are provided on an “AS IS” basis. Therefore, Brickken expressly disclaims any warranties, representations, and conditions ofany kind, whether express or implied, including, but not limited to suitability, completeness, behavior, accuracy, merchantability and/or fitness for a particular purpose.
9. Issuers’ Acknowledgments and Undertakings
9.1 When You use the Webpage, the dApp and/or undertake a TO, You hereby agree that:
9.2 You shall furnish your Token Buyers with accurate and pertinent information to enable them to comprehend with complete knowledge of the advantages and potential drawbacks of your Project and TO. In this sense, You shall always act with good faith;
9.3 At all times, You have to comply with such regulations, laws and standards applicable to You and your Token Buyers. For that reason, You will be able to engage such Expert Collaborators that You deem necessary in order to be able to comply with all your legal, financial, etc. obligations that You may have;
9.4 You shall provide accurate, actualize and real information when undertaking a KYC and/or KYB;
9.5 You are the only one responsible for the relationship that You maintain with your Token Buyers, advisors, Expert Collaborator/s, SUM AND SUBSTANCE LTD and Onramper Technologies B.V., as Brickken is only providing such technology needed in order You can undertake the relevant TO;
9.6 Prior to creating additional Tokens, You shall: (i) inform Brickken; and (ii) comply with relevant laws and regulations;
9.7 You shall not reproduce, modify, prepare derivative works, distribute, license or exploit in any way the Webpage, the dApp, the Smart Contract/s, your dashboard, token sale store, etc. when it is not expressly permitted by Brickken;
9.8 You will not decompile or reverse engineer the Webpage, the dApp, the Smart Contract/s, the token sale store, dashboard, etc.;
9.9 You will not deploy or launch any type of program to carry out any action related to data prospecting or actions tending to damage the operation and functionality of the Webpage, the dApp, the Smart Contract/s, token sale store or/and your dashboard;
9.10 You will not withdraw, modify or any similar action tending to alter Brickken’s copyright on its trademark, the Webpage, the dApp and the Smart Contract;
9.9 You will not provide access to the dApp, to your dashboard and/or token sale store to any third party that is not You or someone from your organization who has been duly authorized;
9.10 You will not use the the Webpage, dApp your dashboard and/or token sale store for unlawful, unauthorized and/or illegal purposes;
9.11 You will not damage, disable, overburden, impair or harm any server, network, system or resource of Brickken, its Webpage, the dApp, the token sale store, the dashboard and the Smart Contracts used by Brickken;
9.12 You will not use the Webpage, the dApp, the dashboard, the token sale store to transmit malware, viruses or similar programs or to publish or disseminate content of an offensive, racist, degrading or pornographic nature that could cause annoyance to people;
9.13 You will not obstruct the access of other users to the Webpage an/or the dApp;
9.14 You will not use the dApp, the token sale store, the dashboard, etc. with the aim to undertake money laundering actions no matter if they are due to your negligent or willful misconducts;
9.15 You will not use the Webpage, the dApp, the dashboard, the token sale store, etc. with the intention of damaging other users of the Webpage, the dApp and/or Brickken. For instance, trying to access the accounts of other users or restricted areas of Brickken’s computer systems;
9.16 You will not register on the Webpage, the dApp, the token sale store, the dashboard, etc. with a false identity, or access and/or use the dApp, with less than eighteen (18) years old;
9.17 You will not break the security measures established by Brickken;
9.18 You will not carry out actions aimed at saturating the program, damaging the proper functioning of the Webpage, the dApp, the dashboard, the token sale store and Smart Contract/s;
9.19 You will not violate any applicable local, state, national or international law or the content of these T&C’s.
9.20 In the event, You carry out any of the actions described above, Brickken reserves the right to adopt the measures provided by law and that it deems appropriate, such as blocking your access to the dApp, the dashboard, the token sale store and initiating a judicial procedure to restore the infringement right and/or bring it to the attention of the competent public administrative body.
10. Disclaimer of Warranties and Limitation of Liability
10.1 Brickken serves as a technology provider by providing access to its dApp, where if You decide to undertake a TO, You will have in place a dashboard with specific functionalities for offering a token and a token sale store. Therefore, when utilizing the dApp and conducting a TO, You acknowledge that Brickken assumes no responsibility for your actions, omissions, or compliance with relevant laws and regulations.
10.2 In addition, Brickken makes no warranty that the Webpage, the dApp, the Smart Contract/s, the dashboard and the token sale store will not be uninterrupted error free. In addition, Brickken to the maximum extent permitted by applicable law, will not be responsible for damages resulting from:
10.3 The information that your Token Buyers or/and You have provided;
10.4 Your use of the Webpage, the dApp, the dashboard, the token sale store, etc.;
10.5 The relationship that You have with your Token Buyers, SUM AND SUBSTANCE LTD, Onramper Technologies B.V., and/or the Expert Collaborators;
10.6 Any deficiencies in the service provided by the server, or the communications networks, or problems arising from the malfunction or use of non-optimized versions of browsers;
10.7 Interferences, omissions, interruptions, computer viruses, breakdowns and/or disconnections in the operative functioning of the electronic system or of the devices and computer equipment;
10.8 Delays or blockages in the use caused by deficiencies or overloads of the Internet or blockchain;
10.9 The access by minors to the contents of the dApp, the dashboard and the token sale store, etc. when using false, incorrect or misleading information and/or data;
10.10 Attacks from hackers or other malicious groups or organizations that may attempt to interfere with the Smart Contract/s, wallets, the Webpage, the dashboard, the token sale store and the dApp in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing, spoofing, etc.;
10.11 Unintentional bugs or weaknesses which may negatively affect the Webpage, the dApp, the dashboard and the token sale store;
10.12 Damages derived from the malfunctioning of internet access or network providers, grounds of Force Majeure or any other unexpected contingencies;
10.13 Failures or incidences that could take place in the communications, erasure or incomplete transmissions so that it is not guaranteed that the services of the Webpage, the dApp, the dashboard and the token sale store, etc. are constantly operative;
10.14 Delays or blockages in the use caused by deficiencies or overloading of the Internet or other electronic systems that may be caused by third parties through illegitimate interference; and
10.15 The industry in which Brickken operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There is always a possibility that governmental authorities will examine the operations of Brickken and/or pursue enforcement actions against Brickken. Such governmental activities may or may not be the result of targeting Brickken in particular. Although Brickken is undertaking maximum efforts to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market of cryptographic tokens, digital assets, and blockchain technology, Brickken still may become subject to judgments, settlements, fines, or penalties, or may have to restructure its operations and activities or to cease offering certain products or services, all of which could harm Brickken’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the SmartContract/s, the dashboard, the token sale store and/or the dApp.
10.16 On the basis of the above, to the legal extent possible, You hereby agree to hold Brickken harmless from and against any losses, damages, fines and expenses arising out of or relating to any claims due to the above situations.
11. Intellectual Property Rights and Trademark
11.1 The intellectual and industrial property rights refer to any and all rights that may be provided to trademarks, inventions, useful models, designs, software, know-how, design, techniques, processes, computer programs (including source codes), registered or not, including applications for registration, rights to technical documentation, methodologies, business model, the Webpage, the Smart Contract/s, the wBKN, the BKN, the dApp and its features, trade and industrial secrets, know-how and also copyrights, and other objects of intellectual property (hereinafter "Intellectual Property Rights").
11.2 Based on the above, the Property Rights shall remain at all times in Brickken’s property. In this sense, You hereby agree that the use of dApp, the dashboard, the token sale store and any other features do not imply any acquisition of any Intellectual Property Rights.
11.3 In addition, You hereby understand that Brickken is a trademark registered in the Trademark Registration Office of the European Union. Therefore, it is expressly forbidden any use of such trademark or domain by third parties, as well as copy, transmit, modify or delete the information, content or warnings of the Webpage and/or the dApp.
11.4 If applicable, the Issuer by signing this Agreement accepts that Brickken may use the corporate image (logo) of the Issuer in the various promotional media, such as website and/or blog, social networks, catalogs and/or corporate brochures, among others, and Brickken undertakes to treat them respecting, at all times, the right to honor and brand image of the Issuer.
12. Compliance
12.1 When undertaking a TO and using the dApp You hereby agree to comply with all applicable laws, including but not limited to anti-corruption laws and regulations, and applicable laws dealing with bribery, extortion and kickbacks.
13 Force Majeure
13.1 Brickken shall not be liable for any failure to perform, in whole or in part, the content of this T&C due to an act of God or force majeure; acts of war, hostility or sabotage; pandemics; epidemics; interruption of telecommunications, Internet or electricity services; governmental restrictions; or any other event beyond Brickken’s reasonable control ("Force Majeure Event").
13.2 As a general rule, Force Majeure and events arising therefrom will not cause the termination of the T&C, unless such situation lasts more than thirty (30) days. If this period elapses and Brickken deems it necessary, it will be able to terminate the T&C and the services.
14. No Professional Advice
14.1 All information provided by Brickken in your favor is for informational purposes only, and should not be construed as professional advice.
14.2 Therefore, We recommend that before you make any financial, legal, or other decisions involving or/and arising from the information that it appears in dApp, dashboard, token sale store, etc., Brickken strongly advises that You seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. In this sense, if You deem appropriate, You can contact an Expert Collaborator.
15. Duration
15.1 Brickken may terminate the relationship formalized with You when it detects an unauthorized or supposedly unauthorized use of the Webpage, the dApp, the dashboard, the token sale store, the TO process, etc. If Brickken exercises this power, it shall not assume any obligation and/or liability against You.
16. Customer Support
16.1 In the event, that You may have any doubt, query or comment regarding these T&C and/or the access, use, features, etc. regarding the Webpage, the dApp, the dashboard, the token sale store, the TO procedure, etc. please contact Brickken to the following address email: [email protected].
17. Applicable law and Jurisdiction
17.1 The present T&C shall be governed by and construed in accordance with Spanish law, except for any matters that may be governed by mandatory provisions of law.
17.2 In addition, any disputes arising out of or in connection with the T&C shall be exclusively submitted to the jurisdiction of the courts of Barcelona, Spain.
18. Miscellaneous
18.1 Assignment
Brickken shall be entitled to assign its contractual position to another company.
18.2 Severability
Should any of the provisions of these T&C be declared void, invalid or unenforceable, such declaration shall not affect the remaining provisions of them.
18.3 Amendments
Brickken may change these T&C from time to time. Therefore, Brickken encourages You to check these T&C regularly. In this sense, when You use the dApp, You agree to be bound by any such modifications to these T&C.
February 15th, 2023
