Terms and Conditions of Participation and Use
(General Terms and Conditions)
For participation in the BLOXXTER 1 registration process, KYC (Know Your Customer) and online subscription process of Bloxxter 1 GmbH with its registered office in Germany, Geibelstraße 46b, 22303 Hamburg, registered in the Commercial Register of the Hamburg District Court under HRB 159129, email: firstname.lastname@example.org (hereinafter referred to as "Bloxxter", "us" or "we") the following terms and conditions apply.
Bloxxter is a limited liability company incorporated under the laws of the Federal Republic of Germany, founded in July 2019 and based in Hamburg. Bloxxter is the issuer of a Security Token Offering (STO) for the issue of a so-called token-based bond. For this purpose Bloxxter offers cryptographic tokens ("BLX01") to potential investors ("Investor" or "User") for purchase. BLX01 represents the rights under the token-based bond. The public offering is subject to German law.
A securities prospectus has been approved by the German Federal Financial Supervisory Authority (BaFin) and is available on the website www.Bloxxter.com. For the content and structure of the public offering, reference is made to the securities prospectus, including the terms and conditions of issue (Emissionsbedingungen) printed there.
The public offer will start on 13/10/2020.
These Terms and Conditions of Participation and Use govern the course of the initial public offering and the subscription of the token-based bond. Please read these conditions carefully. If you do not agree to these Terms and Conditions of Participation and Use, you cannot subscribe to the token-based bond.
By participating, the user accepts the following General Terms and Conditions.
§ 1 -Scope
1.1 The Bloxxter KYC process ("KYC Process") as well as the Bloxxter online subscription process ("Online Subscription Process") for the purchase of the token-based bond will be conducted exclusively via the website https://www.bloxxter.com (hereinafter the "website") operated by Bloxxter. To access the website, the user needs a computer or mobile device with an internet connection.
1.2 The KYC process and the online subscription process are available exclusively to natural persons (hereinafter referred to as "Users"). Legal entities and partnerships may participate in the STO, but outside the processes that apply and are described here.
1.3 The securities prospectus applicable to the public offer for subscription of the token-based bond, including the terms and conditions of issue contained therein, can be accessed and downloaded from the website.
§ 2 General exclusion from participation in the public offer
2.1 BLX01 are not and will not be registered under the US Securities Act of 1933, as amended, or with the securities regulatory authority of any state of the United States of America and - subject to certain exceptions - may not be offered, sold, given away, inherited or delivered, directly or indirectly, in the United States of America. Excluded from participation in the public offer are natural persons to whom US or Canadian tax law applies.
2.2 Excluded from participation in the public offer are natural persons who have their residence, tax domicile or habitual abode in a state (i) in which the sale or purchase of cryptographic tokens is prohibited or only permitted under certain conditions (e.g. an official permit) or (ii) which is on the Financial Action Task Force (FATF) list of "high-risk and other monitored jurisdictions" or (iii) against which an embargo or sanctions have been imposed, in particular by the USA or the EU.
2.3 Also excluded from participation in the public offer are legal entities and partnerships which have their registered office in a country pursuant to § 2.1 or § 2.2 or are taxable in such a country.
2.4 The KYC Process and Online Subscription Process are not offered to natural persons who are excluded from participating in the public offer pursuant to § 2.1 or § 2.2.
§ 3 Registration and requirements for KYC process
3.1 Registration is only possible via our website and is a prerequisite for participation in the public offer.
Registration is free of charge and enables you to receive the newsletter and other information from Bloxxter and Bloxxter's affiliates and - unless there is a reason for exclusion under § 2 - to participate in the Online Subscription and KYC Process. There is no obligation to subscribe to the token-based bond upon registration.
3.2 Natural persons can only be registered by themselves. Registration by legal or statutory representatives is excluded. The user follows the instructions on the website for registration.
3.3 For registration, an e-mail address must be entered and a password chosen, which shall meet certain security requirements. The e-mail address must be suitable for long-term communication; in particular, so-called disposable e-mail addresses are not permitted.
3.5 Before registration can be completed, the user will receive an e-mail to the e-mail address provided by the user, which contains a verification link that the user must click on. By clicking the verification link, the user confirms the identity of his e-mail address.
3.6 The user has no right to request confirmation of his registration. The confirmation of the registration is at the sole discretion of Bloxxter. In particular, we may refuse to confirm the registration without giving reasons and/or request further information and documents.
3.7 After completing registration, the user can access his account on the website and log in with his access data.
3.8 For the KYC Process downstream of the subscription of the token-based bond and the identification required in this context, which is carried out by a third party appointed by Bloxxter, the user must first download and install an application software (App) from Bloxxter ("Bloxxter Mobile App"). In addition, the user must have an official identification document that contains a photograph and that meets the passport and identification requirements in Germany (e.g. identity card or passport).
§ 4 User identification
4.1 For identification, the user follows the instructions of Bloxxter Mobile App. To do so, the user first enters his residential address (street, house number, postal code, country of residence) and optionally his telephone number in the corresponding input fields and provides information on his PEP (politically exposed persons) and tax status. The user is then identified by a third party appointed by Bloxxter. For this purpose, the user scans the front and back of his valid official identification document via the Bloxxter Mobile App. As part of an authenticity check, the Bloxxter Mobile App takes photographs, which are also stored. The user's individual data (first and last name, date and place of birth, nationality, issuing country and authority, ID number and, if applicable, residential address) are read from the ID document and compared with the residential address data provided by Bloxxter. The data read out by the third party commissioned to identify the person is made available to Bloxxter. The user will be informed by e-mail about the successful completion of the KYC process.
4.2 The user shall inform Bloxxer for the duration of the business relationship of any change in his name, address, e-mail address, and any changes affecting his tax residence.
§ 5 Participation in the Online Subscription Process
5.1 Participation in the Online Subscription Process is only possible via our website and is only permitted for users registered in accordance with § 3 and those entitled to participate in accordance with § 2.
5.2 The user can participate in the Online Subscription Process via our website for the duration of the public offering as described in the securities prospectus. To do so, the user must be logged into his account with his access data.
5.3 In order to submit a binding application to subscribe to the token-based bond, the user shall follow the instructions on the website for the Online Subscription Process. In doing so, the user shall be provided with all subscription and information documents (in particular the securities prospectus including terms and conditions of issue and risk information as well as the consumer information for distance selling (Fernabsatz) including instructions on withdrawal) as well as these Terms and Conditions of Participation and Use for download prior to the completion of the Online Subscription Process. The subscription and clarification documents as well as the Terms and Conditions of Participation and Use shall also be made available to the user by e-mail. During the Online Subscription Process, the user will be notified of the transmission and requested to read the documents. The user must confirm receipt of the above-mentioned documents on the website before the Online Subscription Process is completed.
The prospectus, including the terms and conditions of issue printed therein, is permanently available on Bloxxter's website and can be accessed by the user.
Before completing the Online Subscription Process, the user has the opportunity to check and, if necessary, correct the data he has provided in a summary and his investment sum/number of BLX01.
A binding application by the user to subscribe is submitted by clicking on the "order with obligation to pay" button at the end of the Online Subscription Process. The user shall be informed of the receipt and acceptance of his application for subscription (conclusion of contract) immediately afterwards by e-mail.
§ 6 Digital safe
6.1 The BLX01 shall be stored in a so-called digital safe (also called a wallet). The user requires a wallet compatible with the BLX01. Bloxxter does not offer such wallet to its users and is not obliged to do so.
6.2 Bloxxter enables the user to create such a wallet via the Bloxxter Mobile App to store his own BLX01. To do so, the user logs into his personal account on the website with his access data and selects the menu item "Digital Safe". The creation is then carried out via the Bloxer Mobile App according to the instructions given there and after the user has successfully completed the identification process (§ 4). The private key of the wallet created in this way is stored exclusively on the smart device used by the investor (smartphone, tablet, etc.). Bloxxter does not know the private key of the wallet and has no access to it. The user alone is responsible for the secure storage and safekeeping of the wallet. Bloxxter does not offer the safekeeping, administration or storage of cryptographic assets and/or cryptographic keys.
6.3 The creation of such wallet is free of charge to the user, i.e. Bloxxter does not charge the user any fees or other payments. Any expenses incurred for access to the internet and other transaction costs in connection with the transfer of cryptographic assets shall be borne by the user.
§ 7 Dashboard of the user
7.1 The user is provided with a dashboard within the scope of his account. In the dashboard, the user can view, change and supplement all of the information he has provided. Furthermore, the user can view his investments and make further investments during the duration of the public offer.
7.2 Bloxxter will electronically request the investor's Tax Identification Number (TIN) from the German Federal Central Tax Office (Bundeszentralamt für Steuern (BZSt)) (§ 51a para. 2 c sentence 1 no. 2 EStG).
7.3 For the purposes of church tax deduction, Bloxxter is further required by law to query once a year the religious affiliation of all users with the BZSt (Federal Central Tax Office), stating their tax identification number. The query is carried out regularly in the period from September 1 to October 31 of each year (regular query). In certain cases, queries outside this period are also possible (occasion query). The BZSt then notifies Bloxxter of the so-called "Kirchensteuerabzugsmerkmal" (KISTAM). The KISTAM provides information about membership in a tax-raising religious community and the applicable church tax rate. If the investor wishes to have the church tax levied by the responsible tax office as part of the assessment, rather than at the withholding procedure, he or she may object to the transmission of the KISTAM (blocking notice). The objection must be submitted directly to the BZSt by 30 June of each year. The officially prescribed form is available at www.formulare-bfinv.de as a "Declaration on the blocking notice" under the keyword "Church tax". In this case the BZSt will block the transmission of KISTAM for the current and all subsequent query periods (September 1 to October 31 in each case) until revoked. Bloxxter will then not pay church tax for the investor. The BZSt is required by law to inform the relevant tax office of the block and of the fact that Bloxxter has made the request. The tax office will then require church members to file a tax return for the collection of the church tax.
§ 8 Liability
8.1 We shall be liable for intent and gross negligence in accordance with the statutory provisions. We shall only be liable for slight negligence in the event of a breach of an essential contractual obligation (cardinal obligation), the fulfilment of which is essential for the proper execution of the contract and on the observance of which the user may regularly rely, as well as in the event of damages resulting from injury to life, body or health. In the case of slight negligence, we shall only be liable for foreseeable damage, the occurrence of which must normally be expected.
Liability under the Product Liability Act or for damages resulting from the breach of a guarantee assumed by us remains unaffected. Within the scope of application of the Telecommunications Act (TKG), the liability rule of § 44 a TKG remains unaffected.
The above limitation of liability shall also apply in favour of our employees, representatives, organs and vicarious agents.
We are not liable for the loss of data insofar as the damage is due to the user's failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort. In particular, Bloxxter is also not liable for the loss of the user's private key. The user is solely and exclusively responsible for the safekeeping of his assigned BLX01.
8.2 Given the current state of technology, data communication via the internet cannot be guaranteed to be error-free and/or available at all times. In this respect, Bloxxter is not liable for the continuous and uninterrupted availability of the website or the Bloxxter Mobile App.
§ 9 Language
These terms and conditions of participation and use are written in German. Non-binding translations of the Conditions of Participation and Use into another language are for information purposes only. If a translation differs from the German language version, this German language version shall prevail.
§ 10 Applicable law
The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions. If a user is a consumer and his habitual residence is in a member state of the European Union, German law shall also apply, whereby mandatory provisions of the state in which the user has his habitual residence shall remain unaffected. The non-exclusive place of jurisdiction is Hamburg.
§ 11 Miscellaneous
11.2 The European Commission has set up a European Online Dispute Resolution Platform (ODR) at http://ec.europa.eu/consumers/odr/. Bloxxter does not participate in dispute resolution procedures with a consumer arbitration body.