Please read carefully these Terms and Conditions (these “Terms” and/or “Agreement”) before using the link https://behaviour.exchange/whitelist-introduction/ (the “Website”) or accepting the BehaviourExchange Tokens (“BEX”), as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability in connection with using the Website and accepting BEX. If you want to participate in the upcoming Private Sale (as further described in Exhibit A), you should carefully read these Terms and accept them. Any person interested in participating in this Private Sale is strongly advised to carefully read also Exhibit B of these Terms. If you do not agree with these Terms, you shall not use the Website or accept BEX Tokens.
The parties to this agreement are BehaviourExchange Limited (“Company”), a corporation registered in Malta, and you, a purchaser familiar with blockchain software systems (“Buyer”, “User”, “Participant”, “You” or “Your”).
You and Company agree as follows:
By visiting the Website and transferring Contribution of either Ether (ETH) or Binance (BNB) to the Company Ethereum wallet or US Dollar (US$) or Euro (EUR) to the Company Bank Account, the User understands and accepts that the User makes a contribution for the development of the BehaviourExchange Project (“Contribution”), as further described in the BehaviourExchange Project Whitepaper (“Whitepaper”) (“https://behaviour.exchange/wp-content/uploads/2017/11/BEX_Whitepaper.pdf”). For the Whitepaper and/or further information on the BehaviourExchange Project (“Project”), visit: https://behaviour.exchange/. The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do not form part of the Terms, unless explicitly referred to herein.
The User understands and accepts that while the individuals and entities, including the Company, assigned to this task will make reasonable efforts to develop and complete the Project, it is possible that such development may fail and User’s BehaviourExchange tokens (“BEX” or “BEX tokens”) become useless and/or valueless due to technical, commercial, regulatory or any other reasons.
The User is also aware of the risk that even if all or parts of the Project are successfully developed and released in full or in parts, due to a lack of public interest, the Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the transfer of ETH, BNB, US$ or EUR to the Company Ethereum wallet or bank account and creation of BEX by the Waves Platform, carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created BEX if any, and attributed features of the Project).
By transferring ETH, BNB, US$ or EUR to the Company Ethereum wallet or bank account, the User expressly agrees to all of the terms and conditions set forth in this document and confirms to have carefully read and understood the BEX Creation Procedures and Specifications (Exhibit A) and Risks, relating to BEX (Exhibit B). User furthermore confirms and understands all the merits, risks and any restrictions associated with cryptographic tokens, cryptocurrencies and Blockchain-based systems, especially Waves Platform, as well as know how to manage these digital technologies and have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems to competently enter into this Agreement and contribute into a Company by transferring ETH, BNB, US$ or EUR to Company Ethereum wallet or bank account for the development of the Project.
This document does 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.
By transferring ETH, BNB, US$ or EUR to the Company Ethereum wallet or bank account and/or receiving BEX, 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 System and the setting up of the Project is created.
The User understands and accepts that the development and execution of the Project will be assigned to a third -party contractors, by releasing the amount of contributed ETH, BNB, US$ or EUR to the Ethereum wallet or bank account of 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 Contributions received during the BEX Creation Period.
The User understands and accepts that for the purpose of the development and execution of the BehaviourExchange Project, the Company receives the full amount of ETH, BNB, US$ or EUR transferred to the Company Ethereum wallet or bank account during the BEX Private Sale. This contribution 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 Company’s sole discretion to decide how to allocate the funds in order to develop and execute the Project.
The User understands and accepts that the User may not have any expectation of influence over governance on the Project.
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. User understands and accepts that as part of the development, an upgrade of the BEX may be required (hard-fork of BEX) and that, if User decides not to participate in such upgrade, he may no longer use his BEX and that non-upgraded BEX may lose their functionality in full.
Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of BEX Tokens. This Agreement shall be effective and binding on the Parties when Buyer clicks the check box to indicate that Buyer has read, understands and agrees to the terms of this Agreement and successfully submits the KYC application form on the official https://behaviour.exchange/whitelist-registration/ website (the “Website”); Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
3. Representation and Warranties of User
By transferring ETH, BNB, US$ or EUR to the Company Ethereum Wallet or bank account and receiving BEX Tokens, the User represents and warrants that:
▪ the User is either (i) a natural person wishing to become a Participant and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a Participant and being incorporated, registered or effectively managed and controlled form or in: a country, jurisdiction or territory where the token offer or the holding and use, of the token and/or virtual currencies or other tokens at any other moment in time is prohibited by laws, regulations or other practices and policies in the said country, jurisdiction or territory, are not allowed to participate in the BEX Token Private Sale or Public Token Sale, which is taken to include, but is not limited to any jurisdictions where the aforementioned are prohibited. This shall include any person representing or acting on behalf of such restricted prohibited participant/s in any manner or capacity whether openly or covertly.
▪ the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Ether (ETH), and blockchain-based software systems;
▪ the User is purchasing BEX for their own account;
▪ the User has not been solicited by Company and has learned about the token sale solely based on their own initiative;
▪ the User is solely responsible for acquiring legal advice in the relevant jurisdiction the User is located in;
▪ the User is not using BEX tokens for any illegal or unlawful purpose;
▪ the User is purchasing BEX Tokens solely for the purpose of accessing and the use of BehaviourExchange platform. You are not purchasing BEX Tokens for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
▪ the User has carefully read and has a deep understanding of the concepts presented in the BehaviourExchange Whitepaper;
▪ the User understands and accepts that there is no warranty or assurance that the network of miners will allocate BEX to the Users as proposed by these Terms.
▪ the User has carefully reviewed the all functionalities of Waves System located on Waves blockchain at the addresseshttps://wavesplatform.com/ and fully understands and accepts the functions implemented therein;
▪ the User is legally permitted to transfer either ETH or BNB to the Company Ethereum wallet or US$ or EUR to Company’s bank account, and obtain BEX in the User’s jurisdiction;
▪ User will contribute ETH or BNB from a wallet or wallet service provider that technically supports Company Ethereum Wallet. User understands and accepts, that failure to assure this may have the result that User will not gain access to his BEX;
▪ the User is legally permitted to receive software and contributing to the BEX for the development of the Project;
▪ the User is of a sufficient age to legally contribute and obtain, hold and use BEX;
▪ the User understands BEX Tokens may have no value.
4. BEX Tokens
BEX Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the BehaviourExchange Platform. Company does not guarantee and is not representing in any way to Buyer that BEX Tokens have any rights, uses, purpose, attributes, functionalities or features.
As mentioned above, BEX Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although BEX Tokens may be tradable, BEX is not intended to constitute a digital currency, commodity, security, financial instrument or any other form of investment in any jurisdiction. This is not a solicitation for investment and does not constitute an offer of securities to the public. Malta law does not require the prior approval, notification, registration or licence of BEX or of the Terms of BEX Token Private Sale.
Company’s Use of Proceeds
Buyer acknowledges and understands that the proceeds from the sale of BEX Tokens will be utilized by Company in its sole discretion.
Not a purchase of BehaviourExchange Platform Tokens
BEX Tokens purchased under this Agreement are not tokens on the BehaviourExchange Platform. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation made by Company that Buyer will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise.
Not a Claim, Loan or Ownership Interest
The purchase of BEX Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.
Not an Offering of Securities, Commodities, or Swaps
The sale of BEX Tokens and BEX Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of BEX Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the Whitepaper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
Not an Investment
Buyer should not participate in the BEX Token Private Sale or purchase BEX Tokens for investment purposes. BEX Tokens are BEX are not intended to constitute a digital currency, commodity, security, financial instrument or any other form of investment in any jurisdiction. This is not a solicitation for investment and does not constitute an offer of securities to the public. Malta law does not require the prior approval, notification, registration or licence of BEX or of the Terms of BEX Token Private Sale.
Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that: (a) the BehaviourExchange Software will ever be adopted; (b) the BehaviourExchange Software will be adopted as developed by Company and not in a different or modified form; (c) a blockchain utilizing or adopting the BehaviourExchange Software will ever be launched; and (d) a blockchain will ever be launched with or without changes to the BehaviourExchange Software and with or without a distribution matching the fixed, non-transferable BEX Token balances. Furthermore, BEX Tokens will not have any functionality or rights on the BehaviourExchange Platform and holding BEX Tokens is not a guarantee, representation or warranty that the holder will be able to use the BehaviourExchange Platform, or receive any tokens utilized on the BehaviourExchange Platform, even if the BehaviourExchange Platform is launched and the BehaviourExchange Software is adopted, of which there is no guarantee, representation or warranty made by Company.
Not for Speculation
Buyer acknowledges and agrees that Buyer is not purchasing BEX Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
No Ownership, Revenue or Governance Rights
In particular, User understands and accepts that BEX do not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the Project and/or the Company.
5. “Private Sale” token supply
The Company is offering 54% (270 million BEX) of total estimated token supply of 500 million BEX in Private and Public Token Sale. The remaining supply (46%) is to be distributed at Company’s discretion – a non-binding proposal of the token distribution is presented in the Whitepaper and Exhibit A.
6. BEX Launch Date
Company may provide guidance on the expected launch date of the BehaviourExchange token (BEX) but due to the uncertain nature of software development and pioneering aspects of the BehaviourExchange Project, the actual launch date may differ from Company’s expectations or announcements.
The User understands and accepts that all Contributions for BEX are final and may not be reversed. Contributions are non-refundable. By contributing for BEX, the User acknowledges that he has no right to request a refund for any reason, and that the User will not receive money or other compensation for any BEX that is not used or remains unused.
Notwithstanding the preceding paragraph Company expressly informs you that the Creation Period is excepted from right of withdrawal in relation to Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 since it the price of BEX is dependent on fluctuations in the financial market which cannot be controlled by the Company and which may occur within the withdrawal period.
8. No Warranty
Company does not warrant that Your Contribution will be suitable for Your purposes (or any purpose) and is offered to You without any warranty whatsoever, on an “as-is” basis. Company shall not be liable for any losses, damages, claims, economic damages, or any other money amounts related to Your Contribution, to the maximum extent permitted by law, in tort, contract, negligence or any other theory of law.
9. Disclaimer of Risk
You agree not to hold Company responsible for issues related to the Waves blockchain, Ethereum wallet, BEX, BehaviourExchange Platform, or any other related components, including failure to complete any aspect of the project in line with forward-looking technical plans or technical limitations of the project that reduces or completely eliminates the utility of BEX to You.
You specifically agree that Company (including its directors, officers, employees, and subcontractors) shall not be responsible for any of the following risks:
No Rights, Functionality or Features
BEX Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. BEX Tokens do not entitle holders to participate on the BehaviourExchange Platform, even if the BehaviourExchange Platform is launched and the BehaviourExchange Software’s development is finished and the BehaviourExchange Software is adopted and implemented.
Reliance on Third-Parties
Even if completed, the BehaviourExchange Software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the BehaviourExchange Software and BehaviourExchange Platform.
Exchange & Counterparty Risks
Buyer is not allowed to send ETH to the Company Ethereum Wallet from an exchange or an account that Buyer does not control. BEX Tokens will be allocated to the Buyers Wave account which Buyer is obligated to open.
The development of the BehaviourExchange Platform may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
Lack of Interest
Even if the BehaviourExchange Platform is finished, adopted and launched, the ongoing success of the BehaviourExchange Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest in the BehaviourExchange Project.
Risk associated with other applications
The User understands and accepts that the BehaviourExchange Project may give rise to other, alternative projects, promoted by unaffiliated third parties, under which BEX will have no intrinsic value.
Uncertain Regulatory Framework
The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact BEX Tokens in various ways, including, for example, through a determination that BEX Tokens are regulated financial instruments that require registration. Company may cease the distribution of BEX Tokens, the development of the BehaviourExchange Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
Risk of Government Action
As noted above, the industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the BEX Tokens and/or the development of the BehaviourExchange Project.
a) vulnerabilities in underlying blockchain technology, e.g. the Waves platform, or,
b) problems with the Waves blockchain that cause You to not receive Your BEX or,
c) theft or loss of Your private keys or,
d) vulnerabilities of the cryptographic foundations of Waves (upon which BEX may rely) or,
e) bugs or unintended operation of BEX due to Company’s error, mistake, or inadvertence or,
f) wallet software that You use to manage BEX may contain bugs or operate in a way that results in You losing access to BEX;
g) no securities regulatory authority has expressed an opinion on the BEX Token. BEX Token may at a later time be considered a security to the sole discretion of the regulatory authority;
h) cryptographic tokens are a new and untested technology. There are several risks including those that Company cannot anticipate.
10. Compliance with Local Law
There may be laws that apply to Your Pre-Order in Your jurisdiction. You shall be solely responsible for compliance with local law and shall indemnify Company against any liability (including the costs of defending against claimed liability) incurred as a result of Your non-compliance.
Buyer, being either (i) a natural person wishing to become a Participant and being a citizen, national, resident or having a similar connecting factor to; or (ii) a juridical person wishing to become a Participant and being incorporated, registered or effectively managed and controlled form or in: a country, jurisdiction or territory where the token offer or the holding and use, of the token and/or virtual currencies or other tokens at any other moment in time is prohibited by laws, regulations or other practices and policies in the said country, jurisdiction or territory, are not allowed to participate in the BEX Token Private Sale or Public Token Sale, which is taken to include, but is not limited to any jurisdictions where the aforementioned are prohibited. This shall include any person representing or acting on behalf of such restricted prohibited participant/s in any manner or capacity whether openly or covertly.
Buyer hereby consent to the collection, processing and storage of any personal data by the Company according to the General Data Protection Regulation (‘GDPR’), the Data Protection Act, (‘DPA’) and Processing of Personal Data (Electronic Communication Sector) Regulations. Any personal data collected will be used solely for the purpose of KYC and risk assessment process and as part of the contribution process, to communicate to Participants information on the BehaviourExchange.
Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of BEX Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer. All factual and potential tax obligations are the concern of the User and Company is under no conditions bound to compensate for potential tax obligations. The price paid for the BEX Tokens is exclusive of all applicable taxes.
Anti-Money Laundering; Counter-Terrorism Financing
To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.
Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or BEX Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with BEX Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase BEX Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the BEX Tokens to finance, engage in, or otherwise support any unlawful activities.
All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the European Union regulations as amended, as such regulations may be amended from time to time.
Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute BEX Tokens to Buyer until such requested information is provided.
11. Limitation of Liability
To the maximum extent permitted by applicable law, Company shall not be liable, directly or indirectly, for any indirect, economic, special, incidental, exemplary, consequential, or punitive damages, lost profits, lost revenue, lost earnings, lost tokens, corrupted wallet data, failure to realize any savings, gains, losses or any other damage or loss to You. If you are a resident from a “Restricted Country”, you are acquiring the Tokens at your own risk and under no circumstances shall the Company be held responsible for such purchase. Notwithstanding any other provision of this agreement, Company’s liability to You shall be limited to the lesser of a) $100 USD (at the time of purchase) of any consideration paid for Your BEX.
12. Governing Law and Choice of Forum
Any dispute related to this agreement shall be governed by the laws of Malta and heard in the courts of the Malta.
If any provision of this agreement is deemed to be unenforceable or unlawful by a court or competent authority then the offending provision shall be struck out and the remaining provisions shall continue in effect.
14. Force Majeure
Company shall not be liable for any failure or delay in the performance of its obligations (or BehaviourExchange Software) if the reason for the failure or delay is an issue with the Waves blockchain or any other event or circumstance beyond Company’s control.
You may provide notice to Company by contacting firstname.lastname@example.org.
16. Entire Agreement
This is the entire agreement between the parties with respect to BEX, or any other aspect of the BehaviourExchange Software and supersedes any other understanding, representations or agreements between the parties.
BEX Creation Procedures and Specifications
Company will create 500 million BEX, a certain percentage of which will be sold during the Private Sale phase of BEX Creation Period according to the specifications below.
The minimum contribution amount in this Private Sale is 50.000 US$. Please note that we accept the following currencies: US$, €, ETH and BNB. Contributors are entitled to a special bonus allocation depending on the level of their contribution as displayed below:
Amount of US$
% of FREE Bonus Tokens
50.000 US$ – 250.000 US$
250.001 US$ – 500.000 US$
500.001 US$ – 1.000.000 US$
1.000.001 US$ – 2.000.000 US$
2.000.001 US$ and more
up to 80% (TBD)
Price of one BEX is $0.10 USD (10 USD cents).
The amount of purchased BEX Tokens in this Private Sale is calculated based on BEX token value equivalent to 0.10 US$ and increased by FREE BEX bonus tokens.
ETH amount exchanged to US$ (e.g. 2,500 US$) / divided by 0.10 US$ (=25,000 BEX Tokens)
+ increased for Free BEX Bonus Tokens ((5% of 25,000 = 1,250 Free BEX Bonus Tokens)
= 26,250 Purchased BEX Tokens
Anyone who wants to receive BEX shall register on the Website using their real name and email address and other requested information, as well as have Ether in any wallet, except exchange wallet. You may only receive BEX via your Account and to your own Waves Wallet. In case you don’t have a Waves Wallet, please set up your wallet here: https://waveswallet.io/. To make contribution for BEX you shall send an amount of ETH, BNB, US$ or EUR, which is equal to an amount of BEX that you would like to receive to the BehaviourExchange Limited Ethereum Wallet which will be for the safety reasons, created especially for you and for the purpose of your contribution only. You will receive your personal BehaviourExchange Ethereum Wallet address after your KYC registration is confirmed. This e-mail will come from email@example.com. (Please be careful that the email address is exactly the same as stated here).
BEX Tokens will be issued and transferred to your Waves Wallet presumably after June 2018. We will notify you a week in advance before the transfer and ask you to send us your Waves Wallet address. This e-mail will come from firstname.lastname@example.org. (Please be careful that the email address is exactly the same as stated here).
Before transferring ETH, BNB, US$ or EUR to the Company and receiving BEX, you’ll need to submit identity details to pass KYC/AML/CFT (Know Your Customer/Anti-Money Laundering/Countering the Financing of terrorism) checks.
Once this information is processed successfully, we’ll notify you and send you your personal BehaviourExchange Ethereum Wallet address. BEX will be distributed to participants presumably after June 2018, after the conclusion of the Public Token-Sale. This is intended to allow an adequate window for security purposes.
67% of total token supply will go to contributors in the BEX Token Crowdsale: (i) 54% through Token Sale; and (ii) 13% will be left for future Token Sales. Company reserves the right to change planned distribution until the date of the start of Public Token Sale.
The Company will keep the difference between the amount of BEX created and amount distributed after the Token-Sale, which will be no less than 33% (the “Retained BEX”). 10% of BEX will be allocated to incentivize the growth of the network. The Company intends to provide 15% of the Retained BEX to founders, current and future team, 5 % to endorsers, supporters and advisors and 3% to early contributors, legal funds, to cover campaign costs and bounty. The Company may decide to distribute some or all of any additional Retained BEX or change distributed percentage for intended use of BEX in Retained BEX category.
BEX is not a security of any kind. BEX is a token for participation and use of the Company Network and Platform and does not confer ownership, equity or profit rights of the Company, the Network or the BehaviourExchange Project. BEX accepted by you hereunder may be transferred by you to any person or entity at any time after the BEX Creation Period.
The received means for BEX are intended to facilitate the provision of support from Company in the Network, which include active developer support, maintenance of a robust user interface, and various customization tools., described more fully in Whitepaper.
Roughly, the distribution of funds up to fundraising goal is planned as follows:
Certain Risks Relating to BEX
Important Note: As noted elsewhere in these Terms, BEX are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit B is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit B, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By accepting, holding and using BEX Tokens, you expressly acknowledge and assume the following risks:
A private key, or a combination of private keys, is necessary to control and dispose of BEX Tokens stored in your Waves digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your Waves digital wallet or vault storing BEX Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens.
Because Tokens and the Network are based on the Waves protocol, any malfunction, breakdown or abandonment of the Waves protocol may have a material adverse effect on the Network or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Waves protocol.
Hackers or other malicious groups or organizations may attempt to interfere with the Network or the BEX Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Network is based on open-source software, there is a risk that a third party or a member of the Company may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the BEX Tokens.
Prediction markets are subject to legal and regulatory requirements in certain jurisdictions, which may impact where the Services may be made available, and therefore your ability to use BEX for the Services.
The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Network and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and the Tokens. Regulatory actions could negatively impact the Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
The Network will be updated and may undergo significant changes over time. Although we intend for the Tokens and Network to follow the specifications set forth in the Whitepaper, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens or Network for any number of reasons. This could create the risk that the Tokens or Network, as further updated and maintained, may not meet your expectations. Furthermore, despite our good faith efforts to update and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately updated or maintained, which may negatively impact the Network and Tokens.
The Company intends to use the means received from the Pre-sale to fund the deployment of the Network, as described further in Exhibit A. The means received from the token pre-sale will be denominated in Ether and may be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the token sale, the Company may not be able to fund deployment, or may not be able to deploy the Network in the manner that it intended.
Cryptographic tokens such as the BEX are a new and untested technology. In addition to the risks included in this Exhibit B, there are other risks associated with your acceptance, holding and use of BEX, including those that the Company cannot reasonably foresee.
Creating multiple (Sybil) identities would theoretically allow for malicious nodes to pretend to store more copies of the same data but having them stored only once and quickly fetched from the storing location when required to prove they are providing the service. This issue is addressed by establishing a similar mechanism to the Proof-of-Replication introduced in the Filecoin whitepaper applied to graphs, with the consideration that the data in BehaviourExchange Project is public by design. With these preconditions in place, encryption is used to prove replication and not used to obscure data – it is up to the data creator to encrypt the input information they require to be obscured before inputting data into the system.
A 51% attack is usually defined as an ability to control an overwhelmingly large amount (at least 51%) of power in a decentralized system (i.e. hashing power in Ethereum), which then grants the ability to manipulate data. In terms of data integrity in BehaviourExchange, such an attack is not a problem as for each graph it is deterministically verifiable that the data hasn’t been changed by comparing the hash extracted from the DH node with the cryptographic fingerprints in the blockchain layer. Additionally, DH nodes are incentivized to store in its proper form in order to be able to prove storage and receive compensation. If a node fails to provide proof of retrievability / replication, it can be easily substituted by another node in the system by the data creator.
Byzantine faults are defined as faults caused by nodes to deliver supply chain graph data either by being unavailable or having an incorrect data response. An incorrect response is defined as a response that cannot be validated by an appropriate hash fingerprint on the blockchain layer of BehaviourExchange. Because of the data governance consensus of replicating the graph data in data holder nodes (where is the number of distinct supply chain data creator nodes), the probability of failure to deliver the requested data significantly diminishes with the number of involved nodes in the exchange. When a DH node fails to deliver service for a required period of time, the data distribution protocol is used to find a new candidate node and replicate the data to keep the required number of copies on the network.
Isolating a node or a multitude of them from the network by having all outbound connections reach malicious nodes is called the eclipse attack. This is addressed by using public key hashes as node IDs in Kademlia. To eclipse a node on the network the attacker has to generate key pairs that position themselves closer in Kademlia to the targeted node than its nearest non-malicious neighbor, as well as maintaining that position when new nodes join with closer IDs. This problem grows in complexity as more nodes are introduced to the network and essentially presents a form of proof-of-work problem.
A malicious node might refuse to deliver certain graph data in order to extort data owners for additional tokens. This possibility is mitigated by replicating graph data across a multitude of nodes.
Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit B.