Hinterbergstr. 49, CH-6312 Steinhausen
+410793336397

Notice: This BRADS Token Sale Agreement is not an offer of securities or a collective investment scheme, nor does it require registration with or approval from the Monetary Authority of Switzerland. You are advised to read this document carefully and in full.

This TOKEN SALE AGREEMENT (this “Agreement”) is made effective as of the xxth day of July, 2019 between BRADS INTERNATIONAL Ltd. a Limited Liability company incorporated under the laws of the Federal Republic of Switzerland and whose principal place of business is at xxx xxxxxxxx xxxxxxxxxxx xxxxxxxx xxxxx Address xxxx (hereinafter be referred to as BIL) and you or the entity that you represent (“Buyer” or “you”)

WHEREAS:
BIL is engaged in crypto currency business and has floated its own cryptocurrency token known as Brads Token and listed same in the exchange market.

BIL is issuing and selling up its Brads Tokens for the purposes indicated in the White Paper, during an ICO event that commenced on xxth JULY.

The Buyer is interested in purchasing Brads Tokens.

NOW, THEREFORE, it is mutually agreed as hereafter set forth:

  1. DEFINITIONS
    1.1. The following words and phrases used in this Agreement shall have the following meanings, except where the context clearly requires otherwise:

“Company Parties” means BIL and its respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns. “Company Party” means one of the foregoing, as the case may be.

“Cryptocurrency” means Bitcoin (BTC), Ethereum (ETH) and other cryptocurrency which Company will accept as the payment for Brads Tokens.

“Damages” means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.

“Fiat Currencies” means the legal tender currency circulated in specific country or region, such as US dollars, Euro, etc.

“GDPR” means the new EU General Data Protection Regulations, which came into force on 25 May 2018.

“Intellectual Property” has the meaning set out in the Website Terms of Use. “bradscoin.com Platform” means the solution described in the White Paper and to be developed by the Company.
“Brads Tokens” has the meaning ascribed to it in the foregoing Preamble.

“Privacy Policy” means the document available on the Website (as may be amended from time to time) describing the methods how Company Parties collect, use and release the information collected.

“Services” means the services and other use cases which BIL provides to the holders of the Brads Tokens via the bradscoin.com Platform and which are more specifically described in the White Paper.

“Token Generation Event” means the event organized by the Company to sell Brads Tokens as set out in the White Paper (as may be amended from time to time).

“User Account” has the meaning, set out in Website Terms of Use.
“Website” means https://bradscoin.com and all sub domains and all their respective pages.

“Website Terms of Use” means the document available on the Website (as may be amended from time to time) describing the terms of use of the Website.

“White Paper” means the document describing the bradscoin.com Platform, the Brads Tokens, the Services, and other matters related to the bradscoin.com Platform, and available on the Website (as may be amended from time to time).

The Following are the details required by buyer to purchase Brads token:

First Name:                                                                                                                  

Last Name:                                                                                                                  

Email Address:                                                                                                 

Current Token Price:                                                                                        

No of Tokens purchased:                                                                                              

Amount Paid:                                                                                                   

Mode of Payment:                                                                                                        

SALE-PURCHASE OF BRADS TOKENS AND ITS RELATED SERVICES, LEGAL STATUS OF BRADS TOKENS

  1. Introduction of the Brads Platform and the features of the Brads digital token

Brads International Limited, a company existing under the laws of the Republic of Swithzerland, with the registration number 0000000000 (hereinafter the “the Brads”) welcomes You (hereinafter the “User”) to use Brads smart contract deployed in Ethereum decentralized platform (hereinafter “Brads Smart-Contract”) in accordance with the terms of this Brads Token Sale Agreement.

The Brads Platform is an online blockchain technology-based crowdfunding platform, which shall provide to the User: (i) opportunities to launch ICOs, pre-ICOs, and crowdfunding campaigns, (ii) various support services related to the launching of ICOs, pre-ICOs, and crowdfunding campaigns, (iii) opportunities to ensure the safety of PreICOs, ICOs and other crowdfunding campaigns, using Brads cryptocurrency for internal payments.

The fee for the services and goods listed above will be set by the Brads and carried out in digital tokens – ‘Brads (hereinafter ‘Brads or ‘the Bradscoin digital token’).

The Bradscoin digital token is created according to the ERC20 specifications of the Ethereum blockchain. The Brads digital token is developed to organize the interaction of an ecosystem of the participants in the Brads Platform, including but not limited to Project Authors, Backers, Advisers, Escrow-agents, Translators, Designers, and Advertisers.

The Brads digital token is a cryptographically secured representation of a token-holder’s rights to obtain in future the services and goods through the Brads Platform, which only a token-holder may purchase for the Brads token.

The User acknowledges, understands and agrees that ownership of the Brads does not grant the User the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the BRADS, or BRADS Platform, or any other BRADS’s property or any part of it.

The User is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to: (i) Risk of Losing Access to Tokens Due to Loss of Private Key(s), (ii) Risks Associated with the Ethereum Platform Protocol, (iii) Risk of Hacking and Security Weaknesses, (iv) Risk of Uninsured Losses, (v) Risks Associated with Uncertain Regulations and Enforcement Actions.

Based on the famous Howey test the Brads digital tokens should not be deemed as securities or a collective investment scheme:

(i) the Brads digital tokens do not grant to the User any voting or ownership rights;

(ii) the Brads digital tokens do not grant to the User any return on investment;

(iii) the Brads digital tokens do not grant to the User any profit and passive income from the ownership of the Brads digital tokens.

Therefore, the Brads digital tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such.

The User may purchase the Brads digital token through the Initial Coin offering (hereinafter ‘ICO’) during the period of the ICO from 29/08/2019 to 16/09/2019 (hereinafter ‘ICO Period’) in accordance with this BRADS Token Sale Agreement.

By purchasing the Brads digital tokens the User expressly acknowledge and assume these risks. If you have any questions regarding this information or regarding this BRADS Token Sale Agreement, please contact us at support@Brads..com.

  1. BRADS Offer

This BRADS Token Sale Agreement constitutes an offer to conclude the agreement for purchase and use of the Brads digital tokens under the conditions stated below (the BRADS Offer for purchase and use of the Brads digital tokens) and can be accepted by any person (with the exception of the user specified in Article 7 of the BRADS Token Sale Agreement) not otherwise than by adherence to the entire this BRADS Token Sale Agreement, including the conditions of its applications, which are deemed to be its integral part.

This this BRADS Token Sale Agreement includes and hereby incorporates by reference the following applications: The BRADS Whitepaper located at https://www.Bradscoin.com/whitepaper, collectively, with this this BRADS Token Sale Agreement, “the BRADS Token Sale Agreement”.

The BRADS may, in its sole discretion, amend the BRADS Token Sale Agreement at any time by posting a revised version on the site at https://www.Bradscoin.com

Any revisions to the BRADS Token Sale Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”). If the change includes an increase of the fees charged by the BRADS, such change would take effect after five (5) days after it was posted.

  1. User’s Acceptance

To become a party of the BRADS Token Sale Agreement, which means the acceptance of the BRADS Offer for purchase and use of the Brads digital token under the conditions stated below, the User shall purchase any amount of the Brads digital tokens in accordance with the technical recommendations of the BRADS, which shall be published at coin https://www.Bradscoin.com no later than twelve (12) hours before the ICO Period.

By purchasing the Brads digital tokens in accordance with the technical recommendations of the BRADS, the User acknowledges and agrees that fully and unconditionally accepts the BRADS Offer for purchase and use of the Brads digital tokens under the conditions stated in the BRADS Token Sale Agreement, without any reservation or exception.

The moment when the BRADS Token Sale Agreement is concluded (the acceptance of the BRADS Offer for purchase and use of the Brads digital token), shall be the moment of the first purchase of the Brads digital token by the User.

If you do not agree to all of the terms of the BRADS Token Sale Agreement, You may not purchase any amount of the Brads digital tokens.

  1. The User’s Digital signature

After registration on the website https://www.bradscoin the User receives a Login and Password to access the BRADS Platform.

By using the Login and Password the User confirms the formation of his or her User’s Electronic signature, and the information in electronic form, signed by the User using the Electronic signature (using his or her Login and Password), shall be accepted by the User and the BRADS to be an electronic document equal to a paper document signed by a handwritten signature.

All actions carried out with the use of Login and Password of the user (Electronic signature), considered to be executed by the User.

User’s account registration constitutes an acknowledgement that User is able to electronically receive, download, and print the BRADS Token Sale Agreement and any amendments.

  1. The BRADS Token Sale Agreement Grants

The BRADS shall grant to the User an opportunity to use the Brads digital tokens to (i) launch ICOs, pre-ICOs, and crowdfunding campaigns through the BRADS Platform, (ii) purchase various support services related to the launching of ICOs, pre-ICOs, and crowdfunding campaigns, (iii) make various internal payments through the BRADS Platform.

The smart-contract of the BRADS Platform requires the Brads digital tokens for its work. Only the owner of the Brads digital tokens may purchase the services of the BRADS Platform.

  1. The BRADS Token Sale Agreement Grant Restrictions

User shall not, and shall not allow any third party to:

(i) insert into the BRADS Platform, the BRADS smart-contract and the Brads digital token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the BRADS Platform, the BRADS smart-contract and the Brads digital token to cease operating, or to damage, interrupt, or interfere with any end user data;

(iii) use the Brads digital tokens for of illegal or unlawful actions or other unauthorized purposes;

(iv) exceed the scope of any license granted to User hereunder.

  1. Representations and Warranties

By purchasing the Brads digital tokens, the User represents and warrants that:

(i) the User have read and understand the BRADS Token Sale Agreement in full;

(ii) the User have read and understand the BRADS Whitepaper in full;

(iii) the User fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the Brads digital tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the Brads digital tokens;

(iv) the User fully understands, realizes and agrees that the Brads digital tokens are created on a blockchain and are designed to be used to make various internal payments through the BRADS Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the Brads digital tokens;

(v) the User will not forge, or otherwise manipulate any personal or non-personal data requested by the BRADS in the process of the User’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the BRADS in the event when such necessity arises in connection within the requirements of anti-money laundering and “Know Your Customer” (KYC) frameworks of the BRADS or in accordance with the applicable law.

(vi) the User’s purchase of the Brads digital tokens complies with applicable laws and regulations in the User’s jurisdiction;

(vii) the User is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or digital tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; the User is not a citizen or resident of, or located in United States, and do not have a primary residence or domicile in the United States; the User is not a citizen or resident of, or located in Switzerland, and do not have a primary residence or domicile in Switzerland; the User is not a citizen or resident of, or located in China, and do not have a primary residence or domicile in China;

(viii) the User do not intend to hinder, delay or defraud the BRADS or any other users of the BRADS Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Switzerland or in any place of the world.

  1. Purchasing of the Brads digital tokens

The User may purchase the Brads digital token in return for an opportunities to obtain in future the services and goods listed above through the BRADS Platform.

In order to purchase the Brads digital tokens the User must comply with the requirements of Article 7 of the BRADS Token Sale Agreement.

The BRADSONOMY shall reserve the right to refuse selling the Brads digital token to anyone who does not meet criteria necessary for their buying, as set out hereunder or by the applicable law.

The Brads digital tokens shall be issued in a limited number. All the Brads digital tokens shall be of equal functionality.

The User may purchase the Brads digital tokens during the ICO Period by exchanging ethers (ETH) or Bitcoins (BTC) for the Brads digital tokens at the exchange rate 1ETH per 3 000 Brads digital tokens, and other bonuses may be applied in accordance with the rules of the BRADS Whitepaper.

  1. Taxes

The User shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under the BRADS Token Sale Agreement.

  1. Trademark License and Use

The User acknowledges and agrees that the BRADS’s Trademarks are owned solely by the BRADS, and agrees to use the BRADS’s Trademarks only in the form and manner prescribed by the BRADS. The BRADS acknowledges that all the User’s Trademarks are owned solely by the User, and agrees to use the User’s Trademarks only in the form and manner prescribed by the User.

  1. Trademark Restrictions

The User shall not remove, modify, adapt, or prepare derivative works of any BRADS’s Trademarks, BRADS’s copyright notices, or other BRADS’s proprietary rights notices.

  1. Proprietary rights

The BRADS Token Sale Agreement does not convey the title or ownership of the BRADS Platform, the BRADS smart-contract from the BRADS to the User but instead gives the User only the limited rights and abilities to use the Brads digital tokens as set forth above. The BRADS reserves all rights not expressly granted by the BRADS Token Sale Agreement.

The User acknowledges and agrees that BRADS Platform and its source code form, all enhancements, corrections and modifications to the BRADS Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the BRADS Platform, are and shall remain the sole and exclusive property of the BRADS.

  1. Liability

The BRADS Platform and the Brads digital tokens are provided «as is».

The User acknowledges and agrees that the BRADS Platform and the Brads digital tokens may contain bugs or minor mistakes, which the BRADS promises to correct if possible.

The User acknowledges and agrees that the BRADS does not warrant the User any financial or other type of outcome, which is the result of the use of the BRADS Platform and the Brads digital tokens.

Nevertheless, the Parties shall be responsible for compliance with the terms of the BRADS Token Sale Agreement, for fulfillment of the User’s commitments and guarantees in the manner and in the amount prescribed by the BRADS Token Sale Agreement, in particular:

(i) In case of filing accusations, claims or lawsuits to the BRADS related to non-compliance by the User of the BRADS Token Sale Agreement and/or engagements entered by the User during the participation of the ICO, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the BRADS documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(ii) In case of filing accusations, claims or lawsuits against the BRADS, related to non-compliance by the User with exclusive rights or other rights of third parties, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the BRADS documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(iii) In case of the Users’ violation his obligations under Article 7 of the BRADS Token Sale Agreement, the BRADS reserves the right to (i) terminate the User’s Account, (ii) demand full compensation from the User for losses caused by every violation; (iii) bring a case before a court if the compensation doesn’t cover the BRADS’s loss; (iv) release the information relating to the User’s identity and location to any authorized officer in accordance with the applicable law.

  1. The BRADS Token Sale Agreement term & termination

The BRADS Token Sale Agreement between the BRADS and the User shall commence upon acceptance by User of all the terms of the BRADS Token Sale Agreement by clicking the purchase button or by purchasing any amount of the Brads digital tokens and using any part of the BRADS smart-contract and the BRADS Platform, and shall continue until terminated in accordance with the terms of the BRADS Token Sale Agreement.

The BRADS shall have the right at its sole discretion and without any prior written notice terminate the BRADS Token Sale Agreement if:

(a) the User provided invalid data to complete the registration process;

(b) the User failed to comply with the requirements of Article 7 of the BRADS Token Sale Agreement;

(c) the User failed to comply with the other terms and conditions of the BRADS Token Sale Agreement.

Upon termination of the BRADS Token Sale Agreement, for whatever reason, all licenses granted by the BRADS to the User under the BRADS Token Sale Agreement, User’ Account, User’s Brads digital tokens shall be immediately terminate without any data restoration.

Upon termination of the BRADS Token Sale Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of the BRADS Token Sale Agreement.

  1. Miscellaneous

These are the above mentioned Contractor Token Purchase Agreement terms and conditions under which both parties agree to serve each other and make a long term profitable business plan and get the highest peak of success and strength in future.

 

Both Parties hereby do agree to the above mentioned terms and conditions and place their signature for the future business reference.

 

 

For Brads International; Limited                      For XXXXX XXXXXXXXXX

 

 

 

 

____________________________                    _____________________________

Company Signing Authority                                Signing Authority

 

 

Date:

Place:

Agreement shall be in writing and shall be considered given and received when sent by email.

Competent law and jurisdiction: the laws of the Republic of Switzerland govern the BRADS Token Sale Agreement and the relationship between the Parties. Any disputes and disagreements arising from the BRADS Token Sale Agreement will be settled by negotiations between the Parties. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the legislation of the defendant’s principal place of business and location.

Severability: If any provision of the BRADS Token Sale Agreement is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of the BRADS Token Sale Agreement shall remain in full force and effect.

These are the above mentioned Contractor Token Purchase Agreement terms and conditions under which both parties agree to serve each other and make a long term profitable business plan and get the highest peak of success and strength in future.

 

Both Parties hereby do agree to the above mentioned terms and conditions and place their signature for the future business reference.

 

 

For Brads International; Limited                      For XXXXX XXXXXXXXXX

 

 

 

 

____________________________                    _____________________________

Company Signing Authority                                Signing Authority