General Terms and Conditions
Token offer document
Initial Token Offering
The "Startup Pantercon" (PANTERCON) is an association registered in the register of associations Kufstein under the ZVR - number: 1183806054 with seat in the Walchseestrasse 8, 6342 Niederndorf in Austria (the "developer"). It is intended to conduct a public collection of donations based on Smart-Contact, which works by exchanging Ether (ETH) for PANX tokens, for the development of the Hydra Blockchain, the economic cycle 3.0 and the support of start-ups and the implementation of the Pantercon project. The process is described in the Pantercon Whitepaper, which is available at https://pantercon.com/assets/(de)-white-paper.pdf in its current version.
The party that intends to acquire PANX tokens through the exchange of Ether (ETH) is referred to in this document as the "Participant".
1.1 Please read these Terms and Conditions carefully before deciding to participate in this Initial Token Offering. These terms and conditions may be changed by Pantercon from time to time in its sole discretion.
1.2 This document does not constitute a prospectus and is not an invitation to exchange. This Token Offer Document has been prepared to provide information about the Initial Token Offering, the Developer and the PANX Token and may only be used for the purpose for which it was published. This document constitutes neither an offer nor a solicitation of an offer to exchange Ether for PANX Tokens. This Token Offer Document will be published in electronic form at https://www.pantercon.com/en and will be available until the end of the Offer Period.
1.3 PANX Tokens are not securities and do not contain any rights that are usually associated with securities. For this reason, Austrian capital market regulation does not apply to this Initial Token Offering and this document is not a capital market prospectus. Austrian law does not require the prior consent of any governmental authority to this Initial Token Offering. This Token Offer Document has not been submitted to or approved by any government authority.
1.4 The Participant understands and accepts that although the persons entrusted with this task (Developers) will make reasonable efforts to develop and complete the Project, such development may fail and the Participant's PANX Tokens may become useless and/or worthless for technical, commercial, regulatory or other reasons. The Participant is aware that the Project is still under development and that, in particular for regulatory reasons, its functionality may be subject to significant changes and modifications in the course of the future development process.
1.5 The Participant is aware of the risk that even if all or part of the Project is successfully developed and released in whole or in part, the Project could be abandoned in whole or in part, will be economically unsuccessful or terminated for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the transfer of ETH to the Developer and/or the acceptance of PANX Tokens entails significant financial, regulatory and/or reputational risks, including the complete loss of value of the created PANX Tokens and the attributed features of the Platform.
2. CONTRIBUTION PERIOD / INFORMATION
2.1 The period for the public token exchange begins on 1 November and lasts until 31 January 2019 or until the maximum contribution amount (hardcap) is reached, whichever comes first.
2.2 Accepted funds for the purchase of PANX tokens are exclusively Ether (ETH). The minimum transfer amount is 0.1 ETH.
2.3 The total number of PANX tokens is 1,000,000,000, of which 500,000,000 will be released for exchange. No additional PANX tokens will be created.
2.4 The change amount from ETH to PANX token is 5000 pieces of PANX tokens for 1 ETH.
2.5 If the participant transfers ETH to the developer, the equivalent value is credited to him in PANX tokens. As long as the softcap is not reached, the transfer of the PANX is held back. Point 7.4 must be observed. If the soft cap is reached, this normally happens within a few minutes, but the duration depends on the transaction speed over which the developer has no influence and assumes no liability.
2.6 Post Stop: During the posting period, the Developer may stop the posting period at any time for security reasons. As long as this contribution stop is kept or if the contribution period is aborted, no further contribution payment is possible.
2.7 Refund: The participant understands and accepts that in general all contributions are final and cannot be undone. In general, contributions that entitle a Participant to receive PANX Tokens are non-refundable. Contributions that do not entitle the Participant to PANX Tokens (e.g. due to the amount of contributions that exceed the maximum contribution amount) will automatically be returned to the Wallet address of the Participant from which the contribution was sent. By contributing to the project, the Participant acknowledges that he/she has no right to claim a refund.
2.8 The Participant understands and accepts that there is no right of withdrawal in respect of any offer submitted by him, either legally or contractually.
2.9 Only the Smart Contract associated with Pantercon will issue PANX Tokens during the Contribution Period. To the extent that a third party website, service or smart contract offers PANX Tokens during the Entry Period or facilitates the allocation or transfer of PANX Tokens in any way, Participant understands and accepts that such third party websites or services are not authorized by Pantercon and are in no way related to the Project.
3. BLOCKING PERIODS
In order to avoid a price collapse at the time of the initial public offering, PANX tokens are subject to the following specific lock-up periods:
- Token from the Bounty and Airdrop program: 12 months
- Token of Pantercon members: Founder 12 months; Partner 9 months; Consultant 6 months;
- Pre-Sale Bonus Token (the additionally received Bonus Token): Phase 1 - 9 months; Phase 2 - 6 months; Phase 3 - 3 months
- The whitelist bonus tokens are subject to the blocking period of the phase in which they were purchased. (Pre Sale Phase 1, 2 or 3)
4. ASSURANCES AND WARRANTIES OF THE PARTICIPANT
By participating in this Initial Token Offering, transferring the ETH to the developer and receiving the PANX token, the participant assures and guarantees:
4.1 The participant is not a citizen or resident of a country whose legislation is contrary to the current allocation of PANX tokens and/or the project in general.
4.2 The participant is not a citizen or resident of the USA, Iran, North Korea or any other country in which participation in an Initial Token Offering is prohibited.
4.3 The Participant is not resident, civil or located in a geographical area subject to sanctions or embargoes of the UN, US, EU, Austria or any other sovereign country.
4.4 The Participant shall have full legal capacity, be 18 years of age and have reached the age of majority. The Developer shall not be liable for any offence committed by the Participant or any damages of any kind associated therewith.
4.5 All information provided within the framework of the KYC procedure in connection with his contribution is true and accurate. The entrant will not act on behalf of any third party.
4.6 All means used for the contribution are:
- a. non-criminal
- b. completely free from liens or encumbrances of any kind on rights of third parties
- c. have no origins that could be linked to a violation of money laundering laws of any kind as defined in the region of origin or internationally.
4.7 By participating in this Initial Token Offering, Participant expressly acknowledges all terms and conditions in the Token Offering Document, which means that Participant has carefully reviewed this Agreement and fully understands the risks and agrees to be bound by this Agreement. The Participant warrants that it is entitled to exchange.
4.8 By transferring Ether (ETH) to the Developer and accepting PANX Tokens, the Participant understands and accepts that it is contributing to the development of the Project as further described in the White Paper. The information contained in the white paper and on https://pantercon.com is descriptive only, not binding and does not form part of these terms and conditions.
4.9 The participant expressly understands and accepts that there is no guarantee for PANX tokens, the Smart Contract System and/or the success of the project. Neither expressly nor tacitly, as far as legally permissible.
4.10 The Participant acknowledges and agrees that, to the extent permitted by applicable law, no developer, founder or contractor of the PANX Tokens shall be liable for any damage, injury or impossibility of use caused by or related to the use of the PANX Tokens.
4.11 The Participant expressly acknowledges that the risk of holding and using PANX Tokens lies entirely with the Participant and that the Developer cannot be held liable.
5. CONTRIBUTION ADDRESS AND CONTROL OVER THE PRIVATE KEY
As part of the token exchange, the participant must use his own account (address) in the Ethereum block chain with a private key or password assigned to this address. After the transfer of the ETH exchange amount, the PANX token is transferred by the Smart Contract to the address of the participant.
To receive the PANX token, the participant may not use any third-party addresses of exchange platforms (e.g. Poloniex, Coinbase, Bitfinex, etc.). The user acknowledges that the participant must keep his password or private key safe and that he must not disclose this to anyone. The participant acknowledges that in the event of loss or theft of his private key and/or password, the PANX tokens connected to the participant's account (address) cannot be recovered and will be permanently lost. In addition, the Participant understands that there is no recovery mechanism for lost keys and passwords.
6. FOREIGN EXCHANGE RESTRICTIONS
6.1 This Token Offering Document may only be used in countries and territories where the use of the Token Offering Document and the Initial Coin Offering is not prohibited by law or regulation. The participant is obliged to inform himself about the applicable laws of his country and to comply with them. He alone is responsible for any breaches of the law.
6.2 This Offer Document does not constitute an offer for exchange (or solicitation by any person to do so) in any country or territory:
- in which publication, disclosure, lecture or communication by any means or reliance on its contents would be illegal;
- requires the approval of a public authority;
- in which such offer or solicitation is prohibited;
- to any person in an area where it is illegal to make such an offer or solicitation.
6.3 Any person making an offer to make such Initial Token Offering shall be required to comply with the restrictions and laws of such country and shall confirm such compliance by KYC Verification, which must be completed with truthful information.
6.4 Any breach of these restrictions may constitute a breach of laws and regulations in force in a country or territory other than the target markets. Neither the Developer nor any other person participating in this Initial Token Offering will be liable for any violation of these restrictions. Participants act on their own responsibility.
NO OFFER IN THE FOLLOWING COUNTRIES
USA, Iran, North Korea and other countries in which an Initial Token Offering is prohibited.
7. NO OWNERSHIP, TURNOVER OR MANAGEMENT RIGHTS
7.1 Participant understands and accepts that PANX Tokens do not constitute or create any right of ownership or interest, stock, securities or equivalent rights, or any right to future income or other forms of participation or management in or relating to the Project. The PANX Tokens do not create or transfer any enforceable contractual or other obligations to any party (including the Association, Pantercon team members or other developers, contractors or founders associated with the project, platform).
7.2 In addition, the Participant understands and accepts that he has no right as a holder of PANX Tokens to claim any intellectual property rights, equity or equivalent rights or any other form of participation in or in connection with the Project.
7.3 In addition, PANX Tokens do not grant any right to dividends or other forms of payment to the Developer. PANX Tokens only serve as vouchers that can be redeemed by the Developer in exchange for the planned future PANX Coin. The PANX-Coin will be generated as soon as Pantercon has completed its own Hydra-Blockchain on which it can circulate. It is uncertain if and when one of these events will occur and the developer gives no guarantee. No rights can be asserted in the event of non-occurrence.
7.4 If the softcap of 1000 ETH is not reached, the participant will be refunded the number of ETH transferred to the developer. Any transaction fees shall be borne by the participant and cannot be reimbursed.
7.5 Ownership of PANX tokens does not constitute any other rights, either express or implied, than the limited right to use PANX tokens as a means of use and interaction within the platform if and to the extent that they have been successfully completed and used.
8.1 The Participant is solely responsible for whether its contribution to the development of the Project, the transfer of ETH to the Developer, the acceptance, ownership or use of PANX Tokens, the possible increase or decrease in value of PANX Tokens over time and/or other actions or transactions related to the Project will have tax implications for the Participant.
8.2 By holding or using PANX Tokens and to the extent permitted by law, Participant agrees not to hold any third party (including Developers) liable for any tax liability in connection with the holding or use of PANX Tokens or any other actions or transactions related to the Project.
The following discloses the principal risk factors considered material by the Developer in connection with the exchange of PANX Tokens for Ether in this Initial Token Offering. Participants should consider these risk factors in addition to all other information contained in this Offer Document and should consult with their own professional advisors (including their financial, accounting, legal and tax advisors) before deciding to purchase PANX Tokens. Only freely available capital should be used to participate in this Initial Token Offering, as a total loss cannot be excluded.
9.1 The Participant understands and accepts that the concept of the Smart Contract System, the underlying software application and software platform (e.g. the Ethereum Block Chain) is still at an early stage of development. The User understands and accepts that there is no guarantee that the process for creating PANX Tokens will be uninterrupted or error-free and acknowledges that there is an inherent risk that the Software may contain vulnerabilities or errors which may result, inter alia, in the complete loss of ETH, other (financial) support of the project and/or the PANX Tokens.
9.2 Participant understands and accepts that it is possible for certain jurisdictions to introduce existing regulations on blockchain technology-based applications or new regulations which may conflict with the current design of the Smart Contract System and which, inter alia, may result in material changes to the Smart Contract System and/or the Project, including its termination and the loss of PANX Tokens to Participant.
9.3 Participant understands and accepts that the creation of the PANX Tokens and the development of the Project may be discontinued for a number of reasons, including lack of funding, lack of economic success or prospects. Participant therefore understands that there is no guarantee that even if the Project is partially or fully developed and launched, it will still benefit from the PANX Tokens held by it.
9.4 The Participant understands and accepts that no market liquidity can be guaranteed in respect of PANX Tokens and that the value of PANX Tokens may be extremely volatile or may lose its value entirely over time.
9.5 The Participant understands and accepts that the concept of the Smart Contract System, the underlying software application and software platform (i.e. the Ethereum Blockchain) may be subject to attacks by hackers or other persons which may result in the theft or loss of PANX Tokens, other (financial) support to the Project or ETH and which may affect the ability to develop the Project.
9.6 Due to these risk factors and also due to other risk factors unknown at that time, which may be added to the risk, there is a risk of a total loss of the invested capital.
10.1 The Conditions govern the creation, allocation, ownership and use of PANX Tokens and replace all public statements regarding the introduction of PANX Tokens made by anyone in the past, present and future.
10.2 Austrian law shall apply. All disputes arising out of or in connection with PANX Tokens and the development and implementation of the Project shall be finally settled by the ordinary courts at the domicile of the defendant.
10.3 To the maximum extent permitted by law, Participant waives its participation in any class action or arbitration against the Developer or any person involved in the creation of the Project and/or the PANX Tokens.
10.4 If any provision of this Agreement is found to be invalid or contrary to applicable law, this shall not affect the validity of the Agreement as a whole or the validity of the remaining provisions of the Agreement.
11. LIMITATION OF LIABILITY
11.1 To the fullest extent permitted by applicable law, Pantercon or any Pantercon Affiliate shall in no event be liable for any indirect, special, incidental or consequential damages (including, without limitation, damages for loss of business profits, loss of use, loss of data or business interruption) arising out of or in connection with the sale or use of the PANX Tokens or in any way connected with these Terms. Nor shall punitive damages be awarded, whether in contract or tort (including, without limitation, for simple negligence, whether active, passive or imputed) or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether the damages were foreseeable), regardless of the act in question and regardless of whether the claims are based on contract or tort law (including, without limitation, negligence whether active, passive or imputed). In no event shall the aggregate liability of Pantercon and the Pantercon Affiliate (together) exceed the amount you pay Pantercon for the Token, whether based on contract or warranty or tort (including, without limitation, for simple negligence, whether active, passive or imputed) or based on any theory arising out of or relating to these Terms or the use or inability to use the Token.
11.2 The limitations set out in these Terms do not constitute a limitation or exclusion of liability in the event of gross negligence, fraud or willful, wilful or negligent misconduct on the part of Pantercon or its agents.
12. CONCLUDING REMARKS
12.1 The association "Startup Pantercon" is currently registered in the ZVR and will be upgraded to a GmbH after successful ICO. Thus, all unsold PANX tokens are transferred to the company Pantercon GmbH. The sold PANX tokens remain unaffected with the participant / exchange partner.
- 12.2 The participant declares that he has read and understood these conditions and agreement. With the conclusion of the exchange ETH against PANX tokens he accepts these conditions and agreement and agrees to these expressly.