Beringia Terms and Conditions
YOU AND THE BERINGIA ADMINISTRATORS (WHICH INCLUDES THE MANAGEMENT OF ANY SUBSEQUENT ORGANIZATIONAL STRUCTURE CREATED TO MANAGE THE BERINGIA PROJECT) AGREE AS FOLLOWS:
1. Scope of Terms and Conditions
1.1 Save as otherwise set out in these T&Cs, these T&Cs (including any terms incorporated herein by reference) govern your purchase of the Beringia (BER) currency, which may, at a future date, possess utility for paying freight and/or passenger fees associated with transit under the Bering Strait via tunnels funded by the sale of the Beringia (BER) currency.
1.2 Any potential future use of BER in connection with the provision or receipt of services on the Beringia platform, shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of the Beringia platform (the “Platform Terms”). Such Platform Terms will be made available to Beringia platform users, if and when the Beringia platform is successfully developed and deployed.
2. Contribution Periods
2.1 Contributions may be made at any time that the Beringia administrators choose, and likewise may be concluded at the time of their choice, as announced by messaging on the website (the “Completion Conditions”).
2.2 Contributor shall be required to check the Beringia website in order to ensure that any contribution is made prior to the potential conclusion of a Contribution Period. Contributors who send their contribution following the conclusion of a Contribution Period as notified by Beringia administrators under this section 2, risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by the Contributor in this respect.
3. Creation and issue of BER through the Smart Contract System
3.1 Beringia administrators have deployed a smart contract system (the “Smart Contract System”) on the Ethereum blockchain for the purposes of creating BER and issuing such BER to the Contributor’s Ethereum wallet. BER shall be based on the ERC20 token standard and is intended to have the functionality set out in Section 1.
3.2 The Smart Contract System shall be made available to receive contributions during the announced Contribution Periods.
3.3 The maximum number of BER available during the Contribution Periods shall be 45,000,000,000 BER.
3.4 Following the satisfaction of either of the Completion Conditions described at section 2.1, any BER not sold in the initial contribution period from the amount allocated to Token Sales described at section 3.3 will be retained by the Beringia tunneling project, to be used in subsequent token sales.
3.5 The total number of BER created by Beringia administrators for the Beringia tunneling project shall be 50,000,000,000 BER (the “Token Supply”) of which:
- 45,000,000,000 BER shall be available upon the commencement of the initial Contribution Period;
- 5,000,000,000 BER will be distributed among advisors, partners, and contributors to the project, in many cases subject to vesting schedules as may be agreed between the Beringia administrators and a relevant advisor, partner, or contributor.
4. Method of Contribution
4.1 You may contribute to the Beringia project during Token Sales in Ether (“ETH”), provided that the minimum amount that you may contribute under these T&Cs shall be 0.001 ETH. The creation and issue of BER shall be initiated by the Contributor transferring an amount of ETH (the “Contribution Amount”) during the Contribution Period in the manner described in this section 4.
4.2 Contributions to be made in ETH must be sent from an Ethereum wallet in respect of which you can identify your private key and shall be sent exclusively to the Smart Contract System’s address specified on the Token Sale website in accordance with this section 4.2. Your ETH address shall be required to verify your contribution to the Beringia project and to enable Beringia administrators to issue BER to you through the Smart Contract System (as further described in section 3).
4.3 To the extent that any third-party website, service or smart-contract offers to receive contributions and issue BER or facilitates the allocation or transfer of BER in any way during the Contribution Period, such third-party websites or services are, unless expressly set out in these T&Cs or mentioned on the Beringia platform’s website, not authorized by Beringia administrators nor do they have any legal or commercial relationship in any way with Beringia administrators, the Beringia project or the Beringia (BER) currency.
4.4 In order to receive BER, Contributors must have an Ethereum wallet that supports the ERC20 token standard (in other words the Contributor’s Ethereum wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of BER, being tokens that are created based on the ERC20 token standard). The Beringia administrators reserve the right to prescribe additional conditions relating to the specific wallet requirements at any time acting in its sole and absolute discretion.
4.5 Subject to compliance with the foregoing provisions of this section 4, delivery of BER to the Contributor’s Ethereum address shall be made automatically by the Smart Contract System on or around the expiry of the Contribution Period, subject to
- mining risks as identified in these T&Cs; and
- ordinary blockchain waiting periods for ERC20 tokens on the Ethereum Blockchain, provided that where it is not possible to deliver BER to the Contributor’s Ethereum wallet address within the timeframes envisaged by this section 4.5, the Beringia administrators shall exercise reasonable endeavors to procure that delivery shall be made within a reasonable time after the expiry of the Contribution Period.
5. BER Price
5.1 In order to calculate the BER to be allocated following a contribution, Beringia administrators shall use the following allocation methods in this section 6.
5.2 The price per BER will be denominated in US Dollars (“USD”), and the base price of BER shall be $0.20 USD = 1 BER.
5.3 For contributions received in ETH, the BER to be allocated to the Contributor by the Beringia administrators shall be calculated automatically by the Smart Contract System which shall perform the calculation by:
- obtaining the daily average market price of 1 ETH in USD from https://www.gdax.com (and where no rate is made available from https://www.gdax.com the Beringia administrators shall amend the Smart Contract System and set a rate in its sole discretion based on an average rate of exchange from three or more crypto-currency exchanges) for the previous day to the day in which a Contribution Period begins or, if later, in the Beringia administrators’ discretion, the date on which the contribution is received by the Beringia project (the “Ether Rate”);
- dividing the Contribution Amount received in ETH by the Ether Rate to in order to work out the US dollar equivalent received (the “USD/ETH Equivalent”);
- dividing the USD/ETH Equivalent by 0.20 in order to determine the BER to be allocated (the “BER Allocation”);
- rounding to eighteen decimal places in cases where the BER Allocation is a fraction of a whole number.
5.4 Neither individual Beringia administrators nor any future organizational structure administering the Beringia project and currency shall be responsible or liable for any losses which may be suffered by the Contributor as a result of the conversion methodology outlined at section 5.3, nor shall we be liable for any errors in the rates of exchange published on https://www.gdax.com or by any crypto-currency exchange from which we may obtain exchange rates pursuant to such conversion methodologies.
6. Refusals, Suspension and Termination of Contributions
6.1 Beringia administrators reserve the right to refuse or reject any contributions made at any time in our sole and absolute discretion. To the extent that we refuse or reject a contribution, we will exercise reasonable endeavors to procure that the contribution is returned to the Contributor to the Ethereum wallet from which the contribution was made (as the case may be), however, we do not warrant, represent or offer any assurances that we will successfully be able to recover and/or return any such contributions, and in any event you accept that any return of your contribution will be net of any mining fees applied at the time the contribution is made and thereafter until returned (if so returned).
6.2 Subject to sections 6.1 and 6.2 and except to the extent required by applicable law, all contributions received by the Beringia project under these T&Cs are final and Contributor shall not be entitled to claim any refund or reimbursement of contributions from the project or its management, and shall have no rights or interests in any amounts so contributed.
6.3 At any time prior to satisfaction of the Completion Conditions, Beringia administrators may either temporarily suspend or abort a Token Sale for security reasons. Any suspension or abort of a Token Sale shall be deemed to commence from the moment that Beringia administrators publish a notice to that effect on its website.
6.4 During any period of suspension or in the event that the Contribution Period is aborted, the Smart Contract System will no longer be able to receive and accept contributions, create BER and/or issue BER to Contributors. Contributors who send us contributions (after we publish a notice that a Token Sale has been suspended or aborted in accordance with section 6.3) risk losing their entire contribution and we shall not be responsible or liable for recovering or returning any such contributions to the Contributor nor shall we be responsible or liable for any losses incurred by the Contributor in this respect. Contributors are therefore strongly advised to check our website before sending a contribution to the Smart Contract System.
7. Token Functionality
7.1 Ownership of BER carries no rights, whether express or implied, other than a limited potential future right or expectation to utilize Beringia (BER) for paying freight and/or passenger fees associated with transit under the Bering Strait via tunnels funded by the sale of the Beringia (BER) currency (as described in Section 1), if and to the extent the Beringia project is successfully developed and deployed.
7.2 You acknowledge and accept that BER do not represent or constitute:
- any ownership right or stake, share, equity, security, commodity, bond, debt instrument or any other financial instrument or investment carrying equivalent rights;
- any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to the Beringia project, and/or the Beringia (BER) currency;
- any form of money or legal tender in any jurisdiction, nor do they constitute any representation of money (including electronic money); or
- the provision of any goods and/or services as at the date that these T&Cs form a binding agreement between the Parties.
7.3 Protections offered by applicable law in relation to the acquisition, storage, sale and/or transfer of the instruments and/or investments of the types referred to in the sub-sections of section 7.2 shall not apply to any contribution made under these T&Cs for the acquisition of BER or to your storage, sale and/or transfer of BER.
7.4 The Beringia administrators make no warranties or representations and offers no assurances (in each case whether express or implied) that BER shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the Beringia project, as well as any warranties of title or implied warranties of merchantability of fitness for a particular use with respect to the BER or their functionality, or with respect to the Beringia project. The Contributor understands, acknowledges and agrees that, the Beringia administrators make no representations or warranties that BER shall confer any actual or exercisable rights of use, functionality, features, purpose or attributes in connection with the Beringia project. As a result, the Contributor acknowledges and understands that the Contributor may never receive any value from the contribution made to the Beringia project.
8. Contributor’s Representations and Warranties
8.1 By participating in a Token Sale and sending a contribution to the Beringia project, you hereby represent and warrant the matters set out within these T&Cs.
You acknowledge and agree that sending a contribution to the Beringia project, which involves the creation and issue of BER and the Beringia administrators’ efforts to promote the success of the Beringia project, including without limitation development and deployment thereof, carries significant financial, regulatory and reputational risks, including but not limited to those set out within these T&Cs.
BY MAKING A CONTRIBUTION TO THE BERINGIA PROJECT AND ACCEPTING THESE T&Cs YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL THESE RISKS SET OUT IN THESE T&Cs.
10.1 Source and Use of Funds. The Contributor represents, warrants and agrees that:
- no payment or other transfer of value to the Beringia project and no payment or other transfer of value to the Contributor shall cause the Beringia administrators (and/or any organization created to carry out the Beringia project) to be in violation of applicable United States, China, Russia, Canada, Japan, Republic of Korea, and Republic of Singapore laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery, and/or anti-boycott laws or regulations.
In the United States, applicable laws include, but are not limited to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations“).
11.1 Contributor Indemnification. To the fullest extent permitted by applicable law, the Contributor will indemnify, defend and hold harmless the Beringia project (including its future organizational structure) and the project’s administrators, partners, contributors, employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Project Indemnified Parties”) from and against all actual or threatened claims, lawsuits, damages, awards, judgments, losses, investigations (whether formal or informal), liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, reasonable attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by the Indemnified parties or third parties including governmental authorities, and whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) arising from or relating to (i) the Contributor’s acquisition or use of Tokens; (i) the performance or non-performance of the Contributor’s responsibilities or obligations under these T&Cs; (iii) the Contributor’s breach of these T&Cs; (iv) any inaccuracy in any representation or warranty of the Contributor; (v) the Contributor’s violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of the Contributor that is negligent, unlawful or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Beringia Project Parties under applicable law.
11.2 Limitation of Liability. To the fullest extent permitted by applicable law, the Contributor disclaims any right of action against any Project Indemnified Party that would give rise to any liability whatsoever on the part of any Project Indemnified Party as a result of (i) the inability of the Contributor to use the Tokens or the Platform, including as a result of any termination or suspension of the Platform, power outages, maintenance, defects, system failures or other interruptions, (ii) the cost of procurement of substitute goods or services, (iii) any investments, expenditures or commitments made by the Contributor in connection with this Agreement or the use by the Contributor of the Platform or (iv) any unauthorized access to, or alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with any Tokens. In no circumstances shall a Project Indemnified Party be liable to the Contributor (whether in contract, tort, breach of statutory duty, restitution or otherwise) for any of the following types of losses:
- any loss of profits, loss of business, loss of revenue or income, loss of contract, loss or depletion of goodwill or business opportunity, loss of anticipated savings or like loss; and
- incidental, indirect, consequential, special or punitive losses and damages, in each case regardless of the cause of action, whether the Project Indemnified Party was advised of the possibility of such losses arising or whether such losses were foreseeable.
11.3 Damages. Notwithstanding anything in section 14.2 to the contrary, (i) the limitations and exclusions of liability set forth in section 14.2 shall not limit or exclude liability for the gross negligence, fraud or intentional, or willful misconduct of any Project Indemnified Party and (ii) the maximum joint liability of the Project Indemnified Parties in the aggregate to the Contributor under or in connection with these T&Cs shall not exceed the Contribution Amount.
12. Intellectual Property
12.1 In this section 12, “Project IP Rights” means in relation to the Beringia project, the BER, Token Sales, the Beringia platform and the project’s website, all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
12.2 Except as expressly set out in these T&Cs, you are not entitled, for any purpose, to any of the Project’s IP Rights. We shall at all times retain ownership, including all rights, title and interests in and to the Beringia project’s IP Rights and you understand and accept that by making a contribution for the purchase of BER pursuant to these T&Cs you shall not:
- acquire or otherwise be entitled to any Beringia project IP Rights;
- make a claim in respect of any of the project’s IP Rights or any other equivalent rights; or
- use, attempt to use, copy, imitate or modify (whether in whole or in part) any of the project’s IP Rights, except with our prior written consent.
13.1 To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:
- BER are sold on an “as is” and “as available” basis, without any warranties or representations of any kind, and we expressly disclaim all warranties and representations relating to the BER (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
- we do not represent or warrant that BER are reliable, current or defect-free, meet your requirements, or that any defects will be corrected; and
- we cannot and do not represent or warrant that BER or the delivery mechanism for BER are free of viruses or other harmful components.
13.2 Neither these T&Cs nor the Project Documentation constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. BER should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale.
13.3 No regulatory authority has examined or approved of any of the information set out in these T&Cs and/or the Project Documentation. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these T&Cs and/or the Project Documentation does not imply that applicable laws, regulatory requirements or rules have been complied with.
14. Limitation of Liability
14.1 To the fullest extent permitted by applicable law, in no circumstances shall:
- The Beringia project or any of the Project Indemnified Parties be liable for any direct, indirect, special, incidental or consequential loss of any kind (including, but not limited to, loss of revenue, income, business or profits, loss of contract or depletion of goodwill, loss of anticipated savings, loss of use or data, or damages for business interruption or any like loss) arising out of or in any way related to the acquisition, storage, transfer or use of BER or otherwise related to these T&Cs, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis (even if the Beringia project or any of the Project Indemnified Parties have been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and
- the aggregate liability of the Beringia project and the Project Indemnified Parties (jointly), whether in contract, tort (including negligence), breach of statutory duty, restitution or any other legal or equitable basis, arising out of or relating to these T&Cs or the use of or inability to use BER, exceed the amount of your contribution.
14.2 The limitations and exclusions of liability set out in this document shall not limit or exclude liability for the gross negligence, fraud or intentional, or wilful misconduct of any Project Indemnified Party, nor shall it limit or exclude any losses for which, as a matter of applicable law, it would be unlawful to limit or exclude liability.