Last update: 1st November 2018
This document thereafter referred to as “this Agreement” stipulates the terms and conditions governing purchase, use and distribution of AmbaCoin. In this agreement the parties involved include “You” or the entity representing you as the “Buyer” and Ambazonian Treasury. Important to note this also includes under any agency mandated or authorized by Ambazonia constitution and legal statutes to act on behalf of the Treasury Committee. The Buyer and AmbaCoin are here in referred to as a “Party” and when engaging all parties to this agreement they will be collectively known as the “Parties”. This document also referred to as this agreement does not serve the purpose of soliciting investment more so, does not relate to an offering of securities in any jurisdiction. This document serves the purpose of describing the AmbaCoin token sale.
Purchasing AmbaCoins and with acknowledgment of extent permitted by law you as the Buyer do agree not to hold any of AmbaCoin Team. And this includes past, present or future committee and employees, contractors, directors, officers, consultants, suppliers, vendors, equity holder, debt instrument holders, subsidiaries, agents, affiliates, predecessors, successors, the Treasury members. Therefore, any representative of AmbaCoin is not liable or cannot be assigned any liability for losses, consequential, incidental or special damages due to the sale of AmbaCoin and this includes any losses arising from the terms set HEREIN.
NOW, HENCE, with attention of mutual warranties, representations, and agreements contained herein this agreement and for the purposes of other good and valuable consideration, the receipt as well as sufficiency of which are hereby acknowledged, Buyer and AmbaCoin hereby agree as stipulated below:
NOTE: THIS IS IMPORTANT INFORMATION: DO READ INFORMATION CONTAINED IN THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer understands, acknowledges and agrees to the following terms and conditions:
a. ISSUES RELATING TO AMBACOIN PLATFORM
1. Ambazonian Treasury is in charge and develops the AmbaCoin platform and issuance of respective coin as National Digital Currency of The Federal Federal Republic of Ambazonia. The development and issuance of this digital currency is as described by the AmbaCoin whitepaper. This whitepaper is subject to amendment from time to time.
2. AmbaCoin is developed using Ethereum standard protocol and its not limited to not develop own Blockchain in future for the purposes and development of this coin.
b. BINDING AGREEMENT: The Buyer acknowledges and agrees that as the Buyer is subject and is at all times bound by this Agreement by virtue of Buyer’s purchase of Ambazonia National Digital Currency “AmbaCoin”.
c. NO US, CHINESE, OR ANY OTHER JURISDICTION THAT DURING THE COURSE OF THIS COIN SALE HAS BANNED ITS CITIZENS FROM PARTICIPATING IN ICOs.
d. d. PURCHASE OF AMBACOINS ARE NON-REFUNDABLE THUS NO CANCELLATION OF PURCHASES IS ALLOWED MEANING BUYER MAY LOSE ALL AMOUNT PAID OR WAIT FOR TRADES ON EXCHANGES OR THE TREASURY BUY BACK PHASE TO COMMENCE FIVES YEARS AFTER INDEPENDENCE OF AMBAZONIA .
e. AMBACOIN IS SUBJECT TO PRICE CHANGE AND THERE IS NO GUARANTEE OF SPECIFIC PRICE DIRECTION.
f. AMBAZONIA TREASURY RESERVES THE RIGHT OF REFUSIN ANY AMBACOIN PURCHASE REQUEST ANY TIME IN ITS SOLE DISCRETION.
g. DO READ THE RISKS HEREIN SET FORTH IN BELOW SECTIONS CAREFULLY AND TO ITS ENTIRETY.
h. THIS AGREEMENT HAS PRE-DISPUTE RESOLUTION IN FORTHCOMING SECTIONS AND REQUIRES ARBITRATION AS SET OUT BELOW.
ARTICLE ONE: PURCHASE AND ACCEPTANCE OF AMBACOINS.
1.1. This Agreement will be effective and binding to the Parties upon the Buyer: (i) clicking the check box on the AmbaCoin official website https://AmbaCoin.io/ herein after known as the “Website” will indicate the Buyer acknowledges, read and agreed to the terms of this Agreement; or, if earlier (b) upon AmbaCoin receipt of Buyer’s payment. THEREFORE, Buyer agrees being bound as is on this basis while confirming having read this Agreement in its ENTIRETY.
1.3. WHITEPAPER: AmbaCoin has written its own whitepaper and can be found on the project’s website. The whitepaper describes matters relating to AmbaCoin and prosperity of the Federal Federal Republic of Ambazonia. It is incorporated as a point of reference and may be amended from time to time therefore, the Buyer must read the whitepaper and its contents.
1.4. AMBACOIN AS NATIONAL DIGITAL NATIONAL CURRENCY
Buyer acknowledges and agrees that proceeds from the token sale will be utilized by the Treasury as described in the whitepaper.
1.5. Conditions of AmbaCoin token sale
You may not participate in this token sale if you are in contravention of clause (c ) above. If you purchase or otherwise in receipt of AmbaCoins you must be bound the following conditions and as such you warrant and represent the conditions set out are true and accurate on the basis upon which you in possession of AmbaCoin tokens:
i. The AmbaCoin team and the project in general has not engaged you with advice relating to this token sale being an investment suited for you.
ii. You have an understanding of usage, storage, functions, transmission and intricacies connected to cryptographic tokens including Ether and Bitcoin and general functioning of Blockchain based systems.
iii. Within your and any other jurisdiction you have the legal permission to receive, hold and use AmbaCoin.
iv. You will give us all information required for your acquisition of AmbaCoin and subsequent allocation. Transacting Anonymously is permitted but with limits of 50000 AmbaCoins per account.
v. You as the Buyer has not given us inaccurate or misleading information relating to your acquisition of AmbaCoins.
vi. You commit to provide us with any additional information as maybe required in order for us to fulfil regulatory, legal and contractual responsibilities among them which include but not limited to anti-money laundering.
vii. You will undertake the responsibility of notifying in case there is a change of information prior submitted to us.
viii. You of the sufficient age allowing you to acquire AmbaCoins and not aware of any legal or regulatory impediment for you as the Buyer to acquire AmbaCoins.
ix. Your acquisition of AmbaCoin is not for engaging in illegal activities and commit not to use AmbaCoin in any illegal purposes.
x. According to the extent given by the law and we as the AmbaCoin shall act in good faith thus we make no warranty whatsoever, either as implied or expressed relating to the future success of AmbaCoin and or that of the Ethereum Network.
xi. You accept you have the sole responsibility of determining if (a) an acquisition, allocation, ownership or use of AmbaCoin (b) the potential change in AmbaCoin- depreciation as well as appreciation over time, if any (c) the purchase and sale of AmbaCoin or and (d) any other transaction or action related to AmbaCoin attracts tax implications.
1.6 Overview of AmbaCoin token sale
AmbaCoin is necessary for the comprehensive and proper operation of economic and social empowerment of the people of Ambazonia as set out in the whitepaper. Upon completion of AmbaCoin token sale, the token will be backed upon purchase by underlying assets as illustrated in the whitepaper. To the length whatsoever there is no contradiction of these terms, AmbaCoin rights are subject to limitations stipulated in the whitepaper. However, this should not be used to create obligations for Ambazonia Treasury as well as the parties contained and stipulated in this agreement. The AmbaCoin reserves the right of circumventing the algorithm used in the selection process of underlying assets and upon its sole discretion if it believes such an action would affect AmbaCoin and the Federal Republic of Ambazonia from a legal and regulatory perspective. In addition, Ambazonia Treasury shall have and exercise its right sell or block an acquisition of any such underlying asset.
The maximum supply of AmbaCoin to be issued is 1,000,000,000 with a price of 0.25 USD during the ICO which is equivalent to $250,000,00 USD at the end token sale and if all tokens are sold. The expected AmbaCoin distribution will be as follows:
Ambazonia economic and social revolution – 55%
Platform development – 20%
Bounty campaigns – 10%
Marketing – 10%
Administrative services – 5%
ARTICLE TWO: DISTRIBUTION OF AMBACOINS
2.1. Allocation and AmbaCoin Distribution.
AmbaCoin intends to allocate as well as distribute its token as set out in the whitepaper. During the distribution period AmbaCoin team will provide particular procedures to Buyers on how they will purchase the tokens. THEREFORE, the Buyer purchasing the tokens acknowledges and understands with no objection to stipulated procedures together with material specifications. All tokens and bond certificates purchase should through AmbaCoin official website and authorized authorities. Therefore, Buyer should exercise caution during the purchase of AmbaCoin tokens especially those who will be buying using the Website (https://ambacoin.io/). or (https://transact.ambacoin.io )
2.2. No Us, Chinese or Any Citizen From Jurisdiction Banning Participation In Token Sale.
AmbaCoin tokens are not offered to Chinese, US or any other jurisdiction pronounced itself to having banned its citizens from participating in token sale. Any citizen in contravention of this clause engage in unlawful and unauthorized transactions and AmbaCoin in its entirety is not liable for any claims or damages.
2.3. Sale and allocation of AmbaCoin tokens to AmbaCoin Parties.
Buyer comprehends and gives consent by way of participation in this token sale that a portion of proceeds from the AmbaCoin token sale and distribution will be allocated to as such as AmbaCoin Parties. This applies to past, present and future officers, employees, team, directors, consultants, contractors, equity holders, suppliers, service providers and vendors. All AmbaCoin Parties will be subject to similar terms as any other buyer of AmbaCoin tokens and thus bound this Agreement.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1 Intellectual Property. Ambazonia Treasury retains all the interests, title and right in all AmbaCoin project’s intellectual property namely and without limitation to; inventions, code, marks, concepts, methods, discoveries, trademark, compositions, software, processes, techniques, formula, data and information whether or not protectable, copyrightable, patentable in any trademark, patents and copyright based thereon. Buyer or any other party may not use AmbaCoin’s intellectual property for any given reason without proof of the Ambazonia’s Treasury written consent.
ARTICLE FOUR: DATA, SECURITY AND TAXES
4.1 Data and Security Privacy
a. Buyer’s Security
Buyer has the responsibility of implementing appropriate and reasonable measures of secure access and storage of: (i) any device or any other storage material related to the Buyer and usage of the Buyer in purchase of AmbaCoins; (ii) private keys belonging to the Buyer’s wallet or any other token holding account and (iii) any login or identity credentials, password and username. In the possible event the Buyer has no possession of private keys or access to device or any other AmbaCoin storage materials, the Buyer may lose all of the tokens in possession and as such Ambazonia Treasury is under no obligation to aid recovery or restore access to Buyer’s account. AmbaCoin tokens are non refundable and the Buyer will not benefit from any whatsoever sought claim or compensation as a refund for lost AmbaCoin tokens.
b. Additional Information requirement
upon the request by AmbaCoin, Buyer is under obligation to immediately provide the AmbaCoin Team with all additional documents and information under its sole discretion or as deemed necessary and appropriate for the purposes of complying with regulations, laws, rules and agreements without to limitation of additional requirement from a judicial process. Examples of such documents include but not limited to, Buyer’s passport, a driver’s license, photographs, utility bills, government national IDs or sworn statements. Buyer acknowledges and agrees the Ambazonia Treasury may hold or refuse to distribute AmbaCoin tokens to the Buyer up to and until as such information requested is provided if requested.
Buyer understand, agrees and acknowledges by virtue of purchasing AmbaCoin that: (a) purchase and receipt of AmbaCoin tokens may lead to arise of tax consequences on the part of the Buyer; (b) Buyer has the sole responsibility of being compliant with jurisdictional tax obligations and (c) Ambazonia Treasury has no or does not bear any responsibility of liability with respect to Buyer’s tax consequences.
ARTICLE FIVE: WARRANTIES AND REPRESENTATIONS OF BUYER
By Buyer purchasing AmbaCoin tokens, the Buyer warrants and represents each of the AmbaCoin Parties that:
5.1 He or she is not a US, Chinese or a citizen of any other jurisdiction as identified by first clause ( c ) above.
Buyer possesses all requisite authority and power to deliver and execute this Agreement, purchase AmbaCoin tokens and as well perform and carry out obligations as stipulated under this agreement.
a. If the Buyer is at at least 18 years and has the capacity under the sufficient legal age to purchase AmbaCoin tokens.
b. If the legal individual, Buyer is duly organized with valid existing and of good standing in the law of own domiciliary jurisdiction and any other jurisdiction where AmbaCoin applies.
5.3 No Conflict
execution, performance and delivery of this Agreement will not lead to any violation of; constitute a material default under; or be in conflict with or without giving of notice and passage of time: (a) any provision of Buyer’s entity documents and information, if applicable; (b) any provision of any whatsoever judgment, order or decree to which the Buyer is belongs as a party, and by which it is bound, commit and duty to which a Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
5.4. No Consents or Approvals.
The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.
5.5 Buyer’s Knowledge and Risks associated with the Project
Buyer acknowledges has sufficient knowledge as well as experience in financial and business matters. This includes an understanding of cryptographic tokens, Blockchain, smart contracts, storage mechanisms and digital assets. This is important for the Buyer to evaluate the risks and benefits of purchasing AmbaCoin tokens including but not limited to matters set out in this Agreement and has an understanding of bearing risks thereof which includes but not limited to; loss of all amounts paid; loss of AmbaCoin tokens and liability of any of the AmbaCoin Parties and others for acts of omissions including with limitation those stated as breach of this Agreement, fraud, willful misconduct and negligence. Therefore, Buyer sufficient information allowing the purchase of AmbaCoin tokens.
5.6 Payments and Funds
a. Any funds and this includes fiat currency, virtual and cryptocurrencies used by Buyer to purchase AmbaCoin tokens are not from unlawful source or activities including but not limited to financing of terrorism, money laundering and Buyer acknowledges and commits not to engage or finance or provide any support to unlawful activities.
b. Payments made by the Buyer under this Agreement will be from only the Buyer’s name, bank account or from Buyer’s digital wallet. The payment made by the Buyer must not be associated with territories or countries defined as “non-cooperative or territory” under the Financial Action Task Force as well as not belonging to “foreign shell bank” as defined by the US Bank Secrecy Act (31 U.S.C & 531 1 et seq ), as per amendments and regulations promulgated by the Financial Crimes Enforcement Network and as such may be subject to change from time to time.
5.7 Miscellaneous Regulatory Compliance
a. Sanctions Compliance
Neither AmbaCoin Buyer or any other individual having indirect or direct beneficial interests in AmbaCoin tokens acquired by the Buyer, or any other person with whom is acting as an agent or nominee of Buyer is subject to sanctions enforced or administered by a government or country or is a resident or organized in a territory or country subject of territory or country wide sanctions.
b.counter-terrorism financing and Anti-money laundering
Buyer acknowledges to comply with all applicable laws in regards to counter-terrorism financing and anti-money laundering.