BEAM Token Creation and Crowd Contribution Terms (“Contribution Terms”)

Last update: 11 Sept 2018

Introduction

Beam AG (“Company”) domiciled in Zug, Switzerland, intends to conduct a smart-contract based public fundraiser (“TGE”) for the development of the BEAM platform (“Platform”) and the BEAM network (“Network”), as further described in the BEAM project whitepaper (“Whitepaper”) available at https://ico.beamwallet.com/#Whitepaper, as amended from time to time, at the Company’s sole discretion (“Project”). These Contribution Terms, which may be amended from time to time at the Company’s sole discretion, govern the creation and allocation of the cryptographic tokens named BEAM Tokens (“Tokens”) by one or several smart contract software codes (together, the “Smart Contract System”) deployed by the Company and operating on the Ethereum blockchain as well as the contribution by third party individuals and entities (each a “User”) to such Smart Contract System, regardless of whether the contribution consists in an early contribution (“Early Contribution”) or a public crowd contribution (“Crowd Contribution”, together with the Early Contribution, the “Contributions”).The User acknowledges, understands, and accepts that after the Contribution Period there are no further contribution rounds in which other Users and third parties may contribute to the Project.

1. Crowd Contribution Principles

  1. By transferring Ether (“ETH”) to the Smart Contract System, creating Tokens, and by accepting such Tokens, the User understands and accepts that the User makes a contribution into a Smart Contract System (“Crowd Contribution”) for the development of the Project as further described in the Whitepaper. The information contained in the Whitepaper, on the Company’s website accessible at https://ico.beamwallet.com/, and in other material provided by the Company is of descriptive nature only, not binding, and does not form part of the Contribution Terms as set forth hereinafter.
  2. The User understands and accepts that while the individuals and entities assigned to this task, including the Company, will make reasonable efforts to develop and complete the Project, it is possible that such development may fail and that the User’s Tokens become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Section 6 regarding Risks). The User is aware that the Project, the Network, and the Platform are still under development and that – in particular due to regulatory reasons – their functionality may undergo substantial changes and modifications throughout the future development process.
  3. The Tokens will not be allocated to the receiving wallet address of the User until after the end of the Contribution Period. Even if Tokens are allocated to the User, they may remain locked, i.e. non-transferrable for at most thirty (30) days after the Contribution Period. Therefore, the User understands and accepts that the Funds contributed by the User may not entitle the User to Tokens until a later period. Further, the User understands and accepts that depending on the amount of prospective participants in the TGE, it cannot be guaranteed that the User’s ETH transferred to the Smart Contract System will be accepted by the Smart Contract System, in which case the ETH will be transferred back to the sending address and the User will not receive any Tokens, less any gas used for the transaction.
  4. The User is also aware of the risk that even if all or parts of the Project are successfully developed and released in full or in parts, due to a lack of public interest, the Project could be fully or partially abandoned, remain commercially unsuccessful or be abandoned for lack of interest, regulatory or other reasons. TheUser therefore understands and accepts that the transfer of ETH to the Smart Contract System, the creation of Tokens by the Smart Contract System and/or and the acceptance of Tokens carry significant financial, technical, regulatory, and/or reputational risks, including the risk of a complete loss of value of created Tokens (if any), and attributed features of the Project.
  5. As the creation of the Tokens, the final allocation of Tokens as well as the assignment of the execution of the Project to the Company will be smart contract based, the User understands and accepts that the terms and conditions applicable thereon will be set forth in the code of the Smart Contract System (“Smart Contract System Code”). To the extent that the terms contained herein or in any other document or communication contradict the Smart Contract System Code, the Smart Contract System Code shall prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to the Company, the publisher of these Contribution Terms, developer of the Smart Contract System and/or any other person and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Project beyond those set forth in the Smart Contract System.
  6. By transferring ETH to the Smart Contract System, creating Tokens, and/or accepting Tokens, the User expressly agrees to all of the terms and conditions set forth in the Smart Contract System Code existing on the Ethereum blockchain and in these Contribution Terms (together the “Terms”), which is incorporated by reference herein. The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs associated with the creation of Tokens and contributing into a Smart Contract System for the development of the Project.
  7. This document or any other materials provided by the Company or relating to the Project do not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System. Neither this document nor any other materials have been (or will be) registered as a prospectus with any governmental authority.
  8. By transferring ETH to the Smart Contract System, creating Tokens, accepting Tokens, or any other act undertaken between the parties in connection with the Crowd Contribution, no form of partnership, joint venture or any similar relationship between the Users and the Company and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Project is created.
  9. The User acknowledges and understands that the Company may, from time to time and at its own discretion, change the name of the Tokens and/or its symbol. The Company shall use all reasonable efforts to ensure that such change of name and/or symbol will not adversely affect the rights of the User or the Tokens held by the Users.

2. Crowd Contribution and KYC Procedure

The Company is a financial intermediary under Swiss law and therefore required to act in compliance with the Swiss Anti Money Laundering Regulation as set forth the Swiss Anti-Money Laundering ACT (“AMLA”). To ensure compliance with the AMLA, the TGE to be conducted by the Company will be supported by a Know Your Customer (“KYC”) provider as further described in the Company’s KYC Privacy Policy which is accessible at https://ico.beamwallet.com/legals/privacy.html

3. Creation of the Tokens

3.1 Tokens Functionality

  1. Tokens are utility tokens that are built on the ERC-20 token standard of the Ethereum blockchain. Tokens are only for use in connection with the Platform and the Network under the terms of the Smart Contract System and only constitute a transferable representation of attributed functions on the Platform, as amended from time to time.
  2. Ownership of Tokens carries no rights, express or implied, other than the limited right to use Tokens as a means to enable usage of and interaction with the Network and the Platform, if and to the extent successfully completed and deployed.

3.2 No Ownership, Revenue, or Governance Rights

  1. User understands and accepts that Tokens do not represent or constitute any ownership rights or stake, shares or security or equivalent rights nor any rights to receive future revenues, shares or any other form of participation or governance rights in or relating to the Project and/or Company. The Tokens do not create or confer any enforceable contractual or other obligations against any party (including the Company, the Beam Team members or other developers, contractors or founders associated with the Project, the Platform, the Network and/or the Company).
  2. In addition, the User understands and accepts that he/she has no right to claim as holder of Tokens any intellectual property rights, equity or equivalent rights, right to inspect the books and records of the Company (information rights), or any other form of participation in or relating to the Project and/or the Company.

3.3 Crowd Contribution

  1. Contribution Period: The Contribution Period will run until the Maximum Contribution Amount, as defined below, has been reached.
  2. Maximum Contribution Amount: The Maximum Contribution Amount for all Contributions (“Hard Cap”) will be ETH 100’000. During the Early Contribution phase and prior to the TGE, selected individuals and entities will have the possibility to make a contribution to the Project in the form of Early Contributions. The Company will exchange all Early Contributions into ETH and send them to the Smart Contract at the start of the Contribution Period. As all Early Contributions will be subtracted from the Hard Cap, the maximum contribution amount for the Crowd Contribution will depend on the amount of Early Contributions made during the Early Contribution phase. The User understands that if any Crowd Contributions are received after the Hard Cap was reached, the ETH will automatically be refunded by the Smart Contract System to the ETH address from which it was sent (“Contribution Address”), less any gas used for the transaction.
  3. Accepted Funds: Crowd Contributions into the Smart Contract System will only be possible in Ether, the native currency of the Ethereum Blockchain (“ETH”). Crowd Contributions in other cryptocurrencies or FIAT currencies will not be possible. The User understands that Crowd Contributions that are made in any other currency than ETH (“Not Accepted Funds”) will not be returned by the Smart Contract System and may be permanently lost. The Company will not assume any liability regarding the use or loss of any Not Accepted Funds.
  4. Personal Minimum Contribution Limits: The minimum transfer amount of ETH into the Smart Contract System per Crowd Contribution is 0.1 ETH (“Minimum Transfer Amount”). If a transfer of less than the Minimum Transfer Amount will be made, it will be recorded as a donation and the relevant transfer may neither claim the allocation of Tokens, nor a refund of the transfer.
  5. Personal Maximum Contribution Limits: The maximum transfer amount of ETH into the Smart Contract System per User is 2,000 ETH (“Maximum Transfer Amount”). The User can make several Crowd Contributions to reach the Maximum Transfer Amount. If the User sends a transaction that exceeds the Maximum Transfer Amount, the transaction will fail and the ETH in that transaction will be returned, less any gas used for the transaction.
  6. Initial Token Supply: The initial supply of Tokens to be generated and allocated during the TGE will be 10,000,000,000.
  7. Additional Token Supply: In order to accommodate the zero payment processing fees for merchants who are using the Platform and to cover the costs of processing fiat to crypto transactions in a sustainable manner, the Company will utilize an inflation mechanism and issue up to 1.5% additional Tokens each year (“Additional Token Supply”). The Additional Token Supply will be generated by the Smart Contract System and allocated to the Company at the end of each calendar year. Due to Additional Token Supply, the total supply of Tokens in circulation (“Total Token Supply”) will increase by up to 1.5% each year.
  8. Allocation Rate: At the end of the Contribution Period, 1 Token will be allocated to the User for every contribution of 0.00036 ETH.
  9. Token Pools: The allocation of Tokens will be determined as set out below:
  1. Creation and Allocation of Tokens: The creation and allocation of Tokens of Pool A by the Smart Contract System are initiated by the User sending an amount of ETH to the Smart Contract System, located on the Ethereum blockchain at the addresses set forth under para. 5, which triggers a smart contract operation. The Smart Contract System creates the Tokens in an amount corresponding to the User’s Crowd Contribution based on the Allocation Rate as described above and allocates them to the User’s wallet address from where the User’s Crowd Contribution was sent from. The User, therefore, shall ensure to make his/her Crowd Contribution using an ETH address which the user controls and to which the Smart Contract System can send back Tokens and/or ETH. The Company shall not be liable for any losses caused by the User attempting to contribute from an exchange platform (such as Bitfinex or Coinbase), smart contract, or other non-standard single access address.
  2. No Refund: The User understands and accepts that all Crowd Contributions are final and may not be reversed. Crowd Contributions that entitle a User to Tokens are non-refundable. Crowd Contributions that do not entitle the User to Tokens (e.g. due to the amount of Crowd Contributions exceeding the Maximum Contribution Amount) will be automatically sent back to the Contribution Address, less any gas used for the transaction. Subject to the above, by contributing to the Project, the User acknowledges that he/she has no right to request a refund for any reason, and that he/she will not receive money or other compensation for any ETH that is not used or remains unused.
  3. Assurance to use the original Smart Contract: Only the Smart Contract(s) existing at the addresses set forth under para. 5 will issue Tokens after the Contribution Period. To the extent that any third-party website, service or smart-contract offers Tokens during or after the Contribution Period or facilitates the allocation or transfer of Tokens in any way during or after the Contribution Period, the User understands and accepts that such third-party websites or services are not authorised by the Company and have no relationship in any way with the Project.
  4. Contribution Freeze / Abort: During the Contribution Period, the Company may at any time stop the TGE for security reasons (“Contribution Freeze”). As long as such Contribution Freeze is upheld or if the TGE is aborted, no further Crowd Contributions will be possible.

3.4 Representation and Warranties of User

  1. By transferring ETH to the Smart Contract System, creating Tokens, and/or by accepting Tokens, the User represents and warrants that:

3.5 Contribution Address and Control over Private Keys

The User understands that the User must keep his/her password or private key to the Contribution Address safe and that the User may not share them with anybody. The User further understands that if his/her private key and/or password is lost or stolen, the Tokens associated with the User's account (address) will be unrecoverable and will be permanently lost. Furthermore, the User understands that there is no recovery mechanism for lost keys and passwords, so no one will be able to help the User retrieve or reconstruct a lost password and private keys and provide the User with access to any lost Tokens.

4. Project Execution

  1. The User understands and accepts that the development and execution of the Project will be assigned to the Company. The Company has the right to engage subcontractors to perform the entire or partial development and execution of the Project. The scope of the development work will be triggered by the amount of Crowd Contributions received during the Contribution Period.
  2. The User understands and accepts that for the purpose of the development and execution of the Project, the Company receives the full amount of ETH transferred to the Smart Contract System during the Contribution Period. This amount covers expenses, charges and other costs that may arise by the Company and/or its subcontractors as part of the development and execution of the Project. It remains at the Company’s sole discretion to decide how to allocate the funds in order to develop and execute the Project.
  3. The User understands and accepts that the creation of Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. Thus, the User understands and accepts that he/she will have no influence over governance on the Project and that the Company has the right to assign the execution of the Project and the development of the Platform and the Network to a third party.
  4. The User understands and accepts that the Project will need to go through substantial development works as part of which it may become subject of significant conceptual, technical and commercial changes before release. The User understands and accepts that as part of the development, an upgrade of the Tokens may be required (a so-called hard-fork of the Tokens), and that, if the User decides not to participate in such upgrade, the User may no longer use their Tokens and that any non-upgraded Tokens may lose their functionality in full.

5. Audit of the Smart Contract System

  1. The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts. The technical experts have confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.
  2. However, the User understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the User understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System, the Network and the Platform are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of ETH, other (financial) support of the Project and/or Tokens.

6. Risks

  1. The User understands and accepts the risks in connection with making a Crowd Contribution to the Project and/or transferring ETH to the Smart Contract System and creating Tokens as exemplary set forth above and hereinafter. In particular, but not concluding, the User understands the inherent risks listed hereinafter:

7. Taxation

  1. The User bears the sole responsibility to determine if his/her contribution to the Project and/or to the Smart Contract System for the development of the Project, the transfer of ETH to the Smart Contract System, the creation, acceptance, ownership or use of Tokens, the potential appreciation or depreciation in the value of Tokens over time (if any), the allocation of Tokens and/or any other actions or transactions related to the Project has tax implications for the User.
  2. By creating, holding, or using Tokens, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of Tokens or any other action or transaction related to the Project.

8. No Warranty

  1. The User understands and expressly accepts that there is no warranty whatsoever on Tokens, the Smart Contract System and/or the success of the Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and Tokens are created and obtained at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

9. No Liability

  1. The User acknowledges and agrees that, to the extent permitted by any applicable law, the User will not hold any developers, auditors, contractors or founders of the Company, the Network, the Platform, the Smart Contract System and/or the Tokens liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, Tokens or the Smart Contract System 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 developers, auditors contractors or founders of the Smart Contract System, the Company and/or the Project shall not 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 the inability to use of the Smart Contract System, the Network, the Platform and/or the Tokens.
  2. The User further specifically acknowledges that developers, auditors, contractors or founders of the Company, the Network, the Platform, the Smart Contract System and/or the Tokens are not liable, and the User agrees not to hold them liable for the conduct of third parties, including other creators of the Company, and that the risk of creating, holding and using Tokens rests entirely with the User.
  3. By creating, accepting, holding or using Tokens, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation, allocation, ownership or use of Tokens or any other actions or transactions related to the Project.

10.Miscellaneous

  1. The Smart Contract System is located in Alderney. Consequently, the Tokens creation and allocation and the assignment of the development and execution of the Project to the Company are considered to be executed in Alderney.
  2. The User agrees 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 un-enforceability 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.
  3. The Terms govern the creation, allocation, ownership and use of Tokens and supersede any public statements about the launch of the Tokens and/or the Smart Contract System made by anyone in the past, present and future.
  4. These Contribution Terms, the purchase of the Token and the use of the Network and the Platform shall be governed by and construed in accordance with the substantive laws of Switzerland without regard to the conflicts of law rules and without regard to the rules of the Vienna Convention on the International Sale of Goods dated 11 April 1980.
  5. Any dispute, controversy or claim arising out of or in connection with these Governance Terms, the White Paper, the purchase of the Token and/or the use of the Network and the Platform, shall be finally settled in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be 3 (three), the arbitrators to be appointed in accordance with the said Rules. The seat of the arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.
  6. To the fullest extent permitted by law, the User waives the right to participate in a class action lawsuit or a class-wide arbitration against the Company or any individual involved with the creation of the Project, the creation and allocation of the Tokens, and the operation of the Network or the Platform.

11. How to contact us

Beam AG (“us“, “we”, "Beam", or “Company“) domiciled in Zug, Switzerland, whose registered address is Beam AG, c/o Sielva Management SA, Gubelstrasse 11, 6300 Zug and it operates the Website ico.beamwallet.com. You can contact Beam by email on ico@beamwallet.com.

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