Terms and Conditions for Purchase of SPW Tokens
(Hereinafter "the Terms and Conditions”)
Astrome SPACE TECHNOLOGIES, SARL, with its registered office at 250 Bis, Saint-Germain, Paris - 75007, France, under SIRET number 84487110300017, represented by its Chief Executive Officer Dr. Neha Satak, duly authorized for the purposes herein;
(hereinafter referred to as the “Company” or “Astrome” or “we” or “us”),
And any person or legal entity who/which is a Purchaser of Astrome’s SPW Tokens
(hereinafter referred to as “you” or “Contributor” in your capacity as a “Purchaser”),
Table of Contents
- (a) These Terms and Conditions form the basis for Astrome’s Initial Coin Offering.
- (b) All details concerning this Initial Coin Offering and the SpaceNet Project developed by Astrome, as defined hereafter, are available on the following website: www.astrome.io
- (c) These Terms and Conditions prevails over all other documents issued by Astrome or you and, as from the date of entry into force, shall apply to all purchases of tokens sold by Astrome, as defined below, by the Purchaser. These Terms and Conditions are deemed to be unconditionally accepted by all Purchasers. Any derogation from these Terms and Conditions will require the express agreement of both parties.
- (d) Astrome’s Initial Coin Offering will be launched under the newly adopted PACTE law (La Loi Plan d'Action pour la Croissance et la Transformation des Entreprises) [Action Plan for Business Growth and Transformation] in France.
- (e) Astrome’s project is to build, in various stages, the SpaceNet constellation. The various services offered by the SpaceNet network are captured in Article 1. The goal of Astrome’s Initial Coin Offering is to pre-sell SpaceNet’s satellite Internet services. The funds will be utilized to develop and operate the SpaceNet constellation.
- (f) Astrome will issue utility tokens attached to the services of its SpaceNet project (hereinafter referred to as “SPW token”) with a total supply of 1 billion tokens out of which up to 600 million will be available for purchase in the Initial Coin Offering (hereinafter referred to as an “Initial Initial Coin Offering” or “ICO”). These tokens will be initially based on ERC20 (hereinafter referred to as “ERC20 token”) (hereinafter indifferently and collectively referred to as "Astrome’s SPW tokens"). At a later stage, Astrome will migrate to its own blockchain called SpaceWave (hereinafter referred to as the “SpaceWave blockchain” or “native blockchain”). The ERC20 based SPW token holders will be given one (1) SPW token on the native blockchain for each (1) ERC20 based SPW token they hold once the migration is done as explained in Article 2.
- (g) In order to purchase Astrome’s tokens, the Purchaser will create an account and then submit Know Your Customer (“KYC”) documentation such as identity and address proof, as described in Article 4. Once the KYC information is verified, the purchaser can proceed to purchase Astrome’s tokens.
- (h) You are responsible for making all due enquiries concerning, and are deemed to be fully aware of, all legal and technical constraints relating to acquiring, purchasing, possessing and using crypto currencies and tokens based on Blockchain technologies and to the services offered by Astrome.
- (i) BY AGREEING TO THESE TERMS AND CONDITIONS, YOU ACCEPT AND ACKNOWLEDGE THAT YOU ARE ENTERING INTO A BINDING AGREEMENT WITH ASTROME, GOVERNED BY THE CONDITIONS SET FORTH HEREIN.
- (j) IF YOU DO NOT UNDERSTAND THESE CONDITIONS AND/OR DO NOT AGREE WITH THEM, YOU ARE HEREBY ADVISED, AND RECOGNIZE THAT YOU HAVE BEEN ADVISED, NOT TO PARTICIPATE IN THIS PURCHASE AGREEMENT.
ARTICLE 1: ASTROME'S SPACENET PROJECT
1.1.SpaceNet Project Description
Astrome will offer next-generation Internet services from SpaceNet (hereinafter the “Project” or “SpaceNet” or “Astrome’s solution” or “Astrome’s SpaceNet”).
Astrome is designing a constellation of 198 satellites called SpaceNet which will provide internet delivery between the 38th parallels irrespective of whether the user is cities or rural areas or sea or in flight. SpaceNet satellites will be powered with patent-pending millimetre-wave technology developed in-house.
The constellation will provide internet services to consumers, telecom operators, maritime users, and other industries. These satellites use our patented millimetre wave communication technology that provides 10 times more data capacity as compared to the best upcoming solutions.
The Constellation is expected to start operating form 2022 at a reduced capacity. It is expected to be fully operational form beginning of 2023.
1.2 SpaceNet’s SpaceWave blockchain
Astrome is building its whole financial layer on a public blockchain. SpaceNet’s blockchain is called SpaceWave and it will run on its native SPW tokens after the mainnet is launched. As a result, SpaceNet’s financial layer will be decentralized, secure, scalable and smart contracts enabled.
The consensus mechanism used by SpaceWave blockchain will be Delegated Proof-of-Stake(DPoS). DPoS is a mechanism where a set of approved delegates record and validate all transactions. It is an energy efficient method which will best fit our needs. A delegate will need to provide 100,000 SPW tokens which are locked in a time locked secure account. The clear delegation rules will be put out on the delegation rule book.
1.3 SPW Marketplace
The SPW marketplace will have an order book bidding-based mechanism where SPW token holders can sell their tokens to users. Users will purchase SPW tokens using FIAT or other crypto-currencies. The SPW tokens can be redeemed to access Astrome’s SpaceNet internet services. At the same time, this is also the place where users will be able to purchase tokens for current or future use to avail SpaceNet services.
1.4 SpaceWave Community
Any distributed system relies on a strong community which determines the success of the ecosystem. Astrome will create a community where ideas will be discussed and implemented with community consensus. It will also be a place where users of SpaceNet and contributors to SpaceWave can raise concerns or suggest new ways of steering the SpaceWave blockchain.
1.5 Astrome Project’s funding
The constellation will require an estimated total of €1.2 billion to build. The majority of this cost will be spent for launch and manufacturing of the satellites. The SpaceNet constellation will be built in stages. Intermediate constellations have been designed keeping in mind the market demand. The different stages of deployment are explained in the following sections.
First set of services start in Q1 of 2022 and full set of services from Q1 of 2023.
Major revenue generating services are satellite backhaul, transit and transport services and Direct-to-home internet.
Each stage of the constellation provides an incremental set of services, which generate distinct revenues. Based on this every stage is expected to break even in 2024 even if the next stage is not launched.
This Project does not encompass, and Astrome is not the provider of any investment security or products whatsoever.
You understand and accept that the Project is still in its launch phase and its full implementation may require substantial development work and runs the risk of non execution.
ARTICLE 2: ASTROME’S SPW TOKENS
2.1 Astrome tokens’ definition and description
Astrome is issuing a utility token, named SPW token, which will initially be based on the ERC20 platform. This ICO will commence on July 23rd, 2019 (hereinafter referred to as the “Launching Date”).
Before July 23rd, 2019, by agreeing to these Terms and Conditions, the Purchaser will be in possession of a voucher (hereinafter “the Voucher” or “Astrome Voucher”) allowing the Purchaser to access the future ERC20 tokens.
After the Launching Date and before Astrome migrated to its own blockchain, SPW tokens will be based on the ERC20 platform. These ERC20 based SPW tokens will be exchangeable with the SpaceWave blockchain’s native tokens, the SPW tokens.
SPW tokens can then be used in the future to buy SpaceNet internet services.
2.2 SPW token’s Role and Attributes
SPW tokens are utility tokens that may be used by their holders to participate on Astrome’s SpaceWave blockchain and network, and to redeem the tokens for Astrome’s SpaceNet services
In particular, you acknowledge your full awareness that:
(i) The SPW token does not represent an investment or a financial instrument within the meaning of EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 relating to markets in financial instruments: an SPW token confers no direct or indirect right to Astrome’s capital or income, nor does it confer any right to participate in the management or control of Astrome as an enterprise or its website;
(ii) The SPW token is not an electronic currency within the meaning of EU Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit, and prudential supervision of the business of electronic money institutions;
(iii) The SPW token is not a payment service within the meaning of the EU Directive relating to payment services 2 (PSD 2) n° 2015/2366 of the European Parliament and of the Council of 25 November 2015;
(iv) The SPW token is not a consumer product and you accept and agree that it is not covered by the consumer protection regulation of any jurisdiction.
2.3 SPW Token subscription
(a) Subscription before the Launching Date (July 23rd, 2019)
Subject to and in accordance with the provisions of these Terms and Conditions, the Purchaser hereby agrees to acquire a Voucher allowing the Purchaser to access the future Astrome tokens.
(b) Subscription after the Launching Date (July 23rd, 2019)
Subject to and in accordance with the provisions of these Terms and Conditions, the Purchaser hereby agrees to acquire ERC20 based SPW tokens at a price given below based on week of purchase from the Launching Date; and the Company agrees to Transfer to the Purchaser the acquired ERC20 based SPW tokens
The price of the public sale of tokens will be:
i - €1.00 per token for week 1 and week 2
ii - €1.05 per token for week 3 and week 4
iii - €1.10 per token for week 5 and week 6
iv - €1.15 per token for week 7 till end of sale.
(c) The Purchaser agrees that the Company has full discretion to refuse to sell SPW tokens and, in particular, but not limited, if it is not satisfied with the information obtained from the Purchaser in accordance with Article 4.
2.4 Astrome token distribution
The SpaceNet constellation will be built in stages. Each stage of development has a different timeline and amount needed for completion.
Astrome’s Initial Coin Offering is to pre-sell SpaceNet’s internet capacity. The funds will be utilized to develop and operate the SpaceNet constellation.
The total supply of SPW tokens will be 1 billion coins for the ICO. These tokens will be initially based on ERC20. At a later stage, Astrome will migrate to its own blockchain, SpaceWave Blockchain, on which only SPW tokens will be used.
Astrome’s SPW tokens will be issued by a technical process referred to as “blockchain.” Blockchain is an open source IT protocol over which Astrome has no proprietary rights, nor does it bear any liability in terms of development and/or operation.
The token distribution mechanism will be issued on the Ethereum network. This involves a computer program that defines which transfers will be executed on the Ethereum network or on a blockchain network that is compatible with smart contract programming language. The tokens will meet the “ERC-20” standard and will be subject, inter alia, to the operating conditions of the Internet computer network and the Ethereum blockchain protocol.
Astrome has no control or right over the operation of the internet computer network and/or the Ethereum network and protocol.
Astrome reserves the right, at its sole discretion and at any time, to make an emergency stop functionality, which will interrupt the distribution of SPW tokens. This functionality shall only be used in limited situations, including but not limited to: (i) when a serious security issue is detected, (ii) if there is a serious network performance issue, or (iii) if there is any type of material attack on Astrome’s SPW tokens, contributions, the token issuance functionality, or any other unforeseen circumstances.
Contribution Stages: the Initial Coin Offering is divided into two different stages, each one being addressed to Purchasers with a different minimum level of contribution, that is:
- the private sale (also called pre-sale); and
- the public sale.
The private sale will take place from July 3rd, 2019, 00:00:00 a.m. UTC to August 20th, 2019, 23:59:59 pm UTC. Contributions can be made in FIAT or crypto-currencies (see Schedule 1).
The public sale will take place from July 23rd, 2019, 07:00:00 p.m. UTC to September 23rd, 2019, 23:59:59 pm UTC. Contributions can be made in FIAT or crypto-currencies (see Schedule 1).
Total Supply 1 000 000 000
Price of Token €1
Soft Cap for Fund Raise €10,000,000
Hard Cap for Fund Raise €600,000,000
Tokens for Private Sale 200 000 000
Tokens for Public Sale 400 000 000
Private Sale Start Date 3rd July 2019
Private Sale End Date 20th August 2019
Public Sale Start Date 23rd July 2019
Public Sale End Date 23rd September 2019
2.5 SPW token allocation
During the Initial Coin Offering, comprising both the pre-sale and public sale stages, Astrome will issue 1 billion (1,000,000,000) SPW tokens.
Token Holder %Token Tokens Issued(SPW)
Private Sale 20% 200 000 000
Public Sale (ICO) 40% 400 000 000
Team & Partners 15% 150 000 000
Bounty and Reserve 2% 20 000 000
Marketing 3% 30 000 000
Astrome Reserve 20% 200 000 000
Total 100% 1 000 000 000
A total of 15% token is reserved for team and partners. This will help us get the best of people and partners going forward. We are also reserving 2% tokens for bounty and reserve and 3% for marketing. Astrome is also reserving 20% of the tokens which it will utilize for covering any extended cost of development and upgrading infrastructure in the future, exchange listing of tokens and any other strategic purposes.
Any unsold token from private sale will be made available for public sale. If all public and private tokens are not sold at the end of ICO, the tokens will remain with Astrome. Astrome may conduct another Initial Coin Offering at a later point after achieving milestones that can be achieved with the amount already raised.
2.6 Redemption and Cancellation of SPW Tokens
(a) The token holders can redeem their tokens only at exchanges (after SPW is listed on exchange) before the launch of Astrome’s services. After the launch of Astrome’s services, SPW holders can redeem tokens for Astrome’s internet services in the available service regions or sell the tokens to other customers wanting to purchase Astrome services. The selling of tokens to others subscribing for services will be facilitated at Astrome’s Marketplace.
(b) The Purchaser shall only receive tokens if they have waived their Consumer Withdrawal Right. See Article 9 for more details.
(c) In case a consumer who has purchased the token is found to be ineligible legally to acquire SPW tokens, the Purchaser’s funds will be returned less an Administrative Fee of €25.
ARTICLE 3: PURCHASER ELIGIBILITY AND REPRESENTATIONS
3.1 Purchaser Eligibility
The sale of Astrome’s SPW tokens is reserved for investors and purchasers who have an in-depth understanding of the nature of the services they are purchasing and, more generally, the crypto-economy, a firm grasp of the technologies on which they are based (in particular blockchain), and who are fully aware of all the associated risks as described hereinafter.
Due to legal restrictions, no person or entity, including anyone acting on his, her, or its behalf, being based, domiciled, located, or incorporated in BOSNIA-HERZEGOVINA, ETHIOPIA, IRAN, IRAQ, NORTH KOREA, SYRIA, TRINIDAD AND TOBAGO, VANUATU, AND YEMEN (HEREINAFTER, THE “BANNED COUNTRIES”) shall acquire SPW tokens or use the website. If this applies to you, you must leave astrome’s website immediately, failing which you assume full responsibility for any and all liability arising from the acquisition or continued use of the website and/or SPW tokens by you and shall indemnify Astrome on first demand for any damages arising out of this.
Please, also read the specific procedure to follow if you are an United States of America citizens or company (see Article 4).
Participation in this Initial Coin Offering is forbidden if it is in violation of applicable legal restrictions in your country of residence or incorporation. It is the responsibility of each participant to be aware of the illegality.
You alone are liable for determining the legal, accounting, financial, and fiscal requirements of any nature with which you are required, due to residency, nationality, or country of incorporation or domiciliation, to comply with.
3.2 Purchaser Representations
These Terms and Conditions constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
You have been advised that SPW tokens are not a security and that the offers and sales of SPW tokens have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws.
You are purchasing SPW tokens for your own account for contribution, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and you, the Purchaser, have no present intention of selling, granting any participation in, or otherwise distributing the same. You have sufficient knowledge and experience in financial and business matters such that you are capable of evaluating the merits and risks of these Terms and Conditions, and of the SPW Tokens, and are able to bear the risks thereof. You are able to incur a complete loss of such contribution without impairing your financial condition and are able to bear the economic risk of such contribution for an indefinite period of time. You are aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire SPW Tokens.
You, the Purchaser, understand that the Tokens involve risks (listed and explained in Article 5), all of which you fully and completely assume, including, but not limited to, the risk that (i) the technology associated with the Network will not function as intended; (ii) the Network and Network Launch will not be completed; (iii) the Network will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the Network may be subject to investigation and punitive actions from Governmental Authorities.
You understand and expressly accept that the Tokens will be created and delivered to you, the Purchaser, at your sole risk on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of these Terms and Conditions, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.
You understand that you, the Purchaser, have no right against the Company or any other Person except in the event of the Company’s breach of these Terms and Conditions or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO THE COMPANY PURSUANT TO THESE TERMS AND CONDITIONS. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST CONTRIBUTIONS OR EARNINGS OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS AND CONDITIONS.
You understands that you, the Purchaser, bear sole responsibility for any taxes as a result of the matters and transactions the subject of These Terms and Conditions, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser.
To the extent permitted by law, you agree to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to you) associated with or arising from your purchase of Tokens hereunder, or the use or ownership of Tokens.
ARTICLE 4: ANTI-MONEY LAUNDERING AND KYC PROCEDURE
(a) “Know Your Customer” ("KYC") and “Anti-Money Laundering” (“AML”) procedures are instrumental in preventing money laundering and the financing of terrorists.
(b) By obtaining and verifying the identity of the Purchasers and their respective contribution address, Astrome strives to protect itself from unwittingly participating in the concealment of illegally obtained funds or in their illicit use.
(c) Astrome will accept no participation in the ICO until the Purchaser has fully and successfully passed the KYC procedure. If the Purchaser does not provide the requested information necessary to complete the KYC procedure, Astrome will not proceed to take investment from such an investor.
Astrome is using a third party service for KYC and AML checks. This service uses AI-powered facial recognition, computer vision and fraud detection technologies to verify investor documents.
There is also a check if the person is on any of the global sanctions lists, PEP lists, watchlists, blacklists or comes from prohibited countries. For US investors, Astrome will also implement an accredited investor check.
The following checks will be done for all Purchasers:
- 1. Checking of completeness of documents.
- 2. Check if photos have been retaken from a screen or not.
- 3. Cross checking of all data from all submitted documents (Name, Date and Place of Birth, Sign).
- 4. Checking for duplicated accounts.
- 5. Address check.
As part of the KYC procedure, you must provide the following information and documentation in order to participate the Initial Coin Offering:
(i) if an individual: Family name, first name, phone number, date of birth, gender, residential address, e-mail address, nationality, ID card/passport scan, Proof of ID card (A picture with the ID card/Passport submitted), and the Contribution address from which the funds will be disbursed;
(ii) if a legal entity: The organization’s/company’s name, headquarters’ registered address, a scan of the business license or proof of registration at the relevant registry, the identity of the ultimate beneficial owner, tax identification number, Contribution address from which the funds will be disbursed. All the majority shareholders (10% or more) must submit their family name, first name, phone number, date of birth, gender, residential address, e-mail address, nationality, ID card/passport scan, Proof of ID copy (A picture with the ID card/Passport submitted).
(iii) If a United States of America citizen or company: Investor must be considered as an accredited investor as defined in Rule 501 of Regulation D of the U.S. Securities and Exchange Commission (SEC). An accredited investor must have a net worth of at least $1,000,000 excluding the value of one's primary residence, or have income at least $200,000 each year for the last two years (or $300,000 combined income if married).
(iii)a. An US accredited investor must follow a different procedure depending on the amount of their purchase:
(iii)b. For an amount less or equal to $10,000: the investor gives declaration that he/she complies with the definition of an accredited investor as specified by the Rule 501 of Regulation D of the U.S. SEC; Additional documents may be required which will be communicated by email to you.
(iii)c. For an amount exceeding $10,000: investor must provide an attorney's attestation, or any certification issued by an authority with the capacity, confirming that you are in compliance with the above regulation. Additional documents may be required which will be communicated by email to you.
- You must also:
- (a) Declare that you are not a person or entity of one of the following countries: Bosnia-Herzegovina, Ethiopia, Iran, Iraq, North Korea, Syria, Trinidad and Tobago, Vanuatu, Yemen;
- (b) Accept these Terms and Conditions;
- (c) Provide your taxpayer address.
Astrome will NOT accept “anonymous purchasers” or those using aliases, fictitious names, or false identities in general.
Astrome may request additional information and/or documentation from certain purchasers in order to validate their identities and/or source of funds or to ensure that details supplied are accurate. If you refuse to provide such additional information or documentation, Astrome may, at its sole discretion and without incurring any liability, refuse your contribution.
Astrome will also refuse contributions from potential Purchasers suspected of being involved in money laundering or any criminal activities, such as drug trafficking, terrorism, or organized crime.
This right of refusal also applies to potential Purchasers holding businesses whose legitimacy cannot be established or who are considering a purchase amount that is inconsistent with their declared and confirmed financial resources.
You are required to notify Astrome in writing, both during the KYC clearance process and subsequently, of any information that could materially, directly or indirectly, have an impact on your contribution. These notifications shall be sent, in writing, at [email protected]
ARTICLE 5: RISKS
5.1 Overall Risks
You understand that Astrome’s SPW tokens, blockchain technology, and other associated and related technologies are new, untested, and outside of Astrome's exclusive control, and that adverse changes in the technology, broadly construed, will excuse Astrome's performance under these Terms and Conditions.
Due to unforeseeable material, conceptual, technical, and commercial changes before the final release, you understand and accept that an upgrade of SPW tokens may be required and that, if you decide not to participate in such an upgrade, you may no longer be able to use your SPW tokens and that non-upgraded SPW tokens may lose their functionality in part or in full.
You expressly acknowledge that the Initial Coin Offering and the Project as presented on the website, and in any other informational document (such as the whitepaper, yellow paper, one-pager, and more), may not come to fruition due to unforeseeable circumstances or may have to be abandoned due to technical, legal, or regulatory constraints, preventing the issuance of the SPW tokens or their use as anticipated.
In addition, the technologies being used for the development of the Project, including blockchain, are evolving at a fast pace and innovations are constantly being introduced. Consequently, the features described above should be deemed purely illustrative and are not to be taken as established for use.
The main risks of the project are classified into Economical Risks, Technical Risks, Legal Risks, and Project Risks. While Economical risks, Technological risks, and Legal Risks are common risks that every ICO faces, Project risks are particular to Astrome’s ICO.
5.2 Economical Risks
a.Risk of partial or complete loss of the investment: Any participation in an Initial Coin Offering is highly speculative. Purchases of SPW tokens should be considered only if you are able to make a long-term commitment and are aware of the risk factors involved in such an Initial Coin Offering. You should only purchase SPW tokens if you are able to bear the risk of loss of your entire initial purchase and have no need for immediate liquidity of such purchase.
b.Risk due to Currency Exchange: When the issuance or acquisition of tokens is expressed in legal tender, and regardless of the currency used to acquire SPW tokens, foreign and fiat exchange risks will be borne by the purchaser. For the same amount of fiat contribution, depending on the variation in the exchange rates used to calculate the number SPW tokens associated to this contribution, higher or lower exchange rates may apply.
c.Risk related to loss of token value: Even though SPW tokens are not financial instruments, they might be awarded certain monetary value by Purchasers and the market. Astrome provides no warranty in respect to Astrome token value and warns investor that the value of SPW tokens may fluctuate for a variety of reasons and that SPW tokens may also lose their value entirely.
d.Risk of uninsured loss: SPW tokens are entirely uninsured. At present, there are no public or private insurance agents providing Purchasers with coverage against a loss of SPW tokens or a loss of value.
e.Risk of low or no liquidity: Astrome gives no warranties and/or guarantees that SPW tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, nor with regards to the volume of any such exchange. Lack of liquidity may make it difficult or impossible for investor to dispose of their SPW tokens. Astrome will not intervene to facilitate the exchange of SPW tokens for other cryptographic tokens or for fiat currency on third party exchanges. Moreover, any such exchange could be subject to poorly understood regulatory oversight.
a.Risk of theft or hacking: Hackers or criminal groups or organizations may attempt to interfere with investors’ wallet, the website or the availability of SPW tokens in several ways, including, but not limited to denial of service attacks, Sybil attacks, malware attacks or consensus-based attacks, etc. Astrome cannot be held liable to investor for such third-party actions.
b.Risk of errors or security flaws: There is a risk that third parties may intentionally or unintentionally introduce weaknesses or bugs into the source code that will interfere with the use of Astrome tokens or cause their loss. Again, Astrome cannot be held liable for such third-party actions.
c.Risk of mining attack: As with other decentralized crypto-currencies, the blockchain which is used for the Astrome tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Astrome tokens. Astrome cannot be held liable for such third-party actions.
d.Risk of Internet Transmission: There are risks associated with using SPW tokens, including, but not limited to, the failure of hardware, software, and Internet connections. Astrome shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using SPW tokens, howsoever caused.
e.Risk of loss or theft of the medium storing the subscriber’s private key:Investors can only access their account using the credentials they have selected. If these credentials (and in particular your private key) are lost or stolen, the SPW tokens associated with an investor’s account will be unrecoverable and permanently lost. We thus recommend that investors store their credentials securely in one or more backup locations that are geographically separated from their work location and that they do not share these credentials with anyone. There is no recovery mechanism for lost keys, Astrome will not be able to help investor retrieve or reconstruct a private key and/or provide them with access to any lost SPW tokens.
Blockchain technologies, crypto-currencies, and projects financed through cryptocurrencies have been the subject of close scrutiny by various regulatory bodies around the world, including within the European Union.
There is a risk that in some jurisdictions the Astrome’s SPW tokens might be considered to be a “security” or other regulated investment, either now or in the future, or might be considered to be some other type of regulated instrument.
Astrome believes, but does not give representations, warranties, or guarantees to this effect, that SPW tokens are not a security or another form of regulated investment in relevant jurisdictions, with the exceptions mentioned above and in which the acquisition of SPW tokens is prohibited, due to high local legal uncertainties regarding obtaining, sale, and usage of cryptographic tokens.
You are responsible for verifying, in the country of which you are a national or in which you are incorporated, as the case may be, as well as in any country in which you reside or conduct business, the local legislation, including tax laws and regulations, and bear the risk that SPW tokens could be considered, now or in the future, a security or other regulated investment or instrument, or generate tax liability, in your jurisdiction.
Based on Astrome’s current understanding that SPW tokens are not securities or another regulated investment when issued, Astrome does not intend to attempt to comply with securities or regulated investment offering laws in any jurisdiction; however, due to the continually changing regulatory environment worldwide, Astrome reserves the right to decide to register, obtain a license, or otherwise take action to attempt to comply with any new law or regulation that appears to apply the SPW tokens and that could have a material adverse effect on (i) the website’s ability to conduct the Initial Coin Offering and/or (ii) SPW token holders’ ability to use their tokens.
a.Risk of failure at launch: Astrome will be launching its constellation using launch services from launch vehicle providers like Antrix, SpaceX, Soyuz, Ariane Space. Although the chosen launch services providers will be thoroughly vetted for performance, there is always a chance that a particular launch may fail resulting in loss of satellites. Astrome will have insurance on the launch of satellites where ever possible but this neverthless presents a financial risk and also may delay the project.
b.Risk of technical and operational developments in the project: Astrome’s payload technology is new and proven on ground. However, there is a small risk that the technology may not work as well as expected from space due to space environment or atmospheric factor.
c.Risk of substantial change in project and rights attached to token: In order to provide internet services to consumers in different countries, Astrome also needs to receive the necessary regulatory clearances in those countries. For political, economical or policy reason, every country has the right to deny Astrome’s application. This poses a risk for monetization. Astrome has researched extensively and accounted for such risks in its business plan but unforseen risks still exists.
There are several risks inherent in the SpaceNet Project and the Initial Coin Offering. You acknowledge that you have been warned of, understand, and accept those risks, which include, by way of example and not by way of limitation, are outlined above.
ARTICLE 6: COMPANY REPRESENTATIONS
(a) This token offering is issued by Astrome Space Technologies, SARL (“Company” or “Astrome-France”), a registered company under SIRET number 84487110300017, with its registered office at 250 Bis, Saint-Germain, Paris, France - 75007.
The company was established on 26th December, 2018, and is a wholly owned subsidiary of an Indian company Astrome Technologies Private Limited (“Astrome-India”). Astrome-India was founded in May, 2015. Astrome-India also has subsidiary companies in Isle of Man (Astrome Inc.) and Delaware, USA (Astrome Communications Inc).
(b) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of France, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(c) Astrome’s team defines and implements, with all stakeholders, the operational arrangements to ensure compliance with regulations and the efficiency of both private and public subscriptions, in accordance with the project implementation objectives. The project governance will happen at a distributed level by technical and business managers responsible for each activity within these phases. The overall governance will be the responsibility of the CEO and CTO of the company.
(d) To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(e) To the knowledge of the Company, the performance and consummation of the transactions contemplated do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(f) No consents or approval are required in connection with the performance of this transaction, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.
(g) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.
(h) THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF.
ARTICLE 7: MISCELLANEOUS
(a) Informational materials, such as the Astrome white paper, whether published on the website or otherwise communicated to you, are not binding and do not – unless explicitly allowed herein – form part of the Terms and Conditions. They are to be considered purely illustrative.
(b) These Terms and Conditions represent, in their entirety, the agreement formed between you (the Purchaser), and Astrome regarding the acquisition of Astrome’s SPW tokens.
(c) This Terms and Conditions document supersedes all prior representations, understandings, agreements, or communications between you and Astrome, whether written or oral.
(d) You and Astrome are independent parties and neither party, nor any of their respective affiliates, is an agent of the other for any purpose nor has the authority to bind the other.
(e) The Purchaser is not entitled, as a holder of SPW tokens, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
(f) You may not assign or delegate, in whole or in part, your rights hereunder to a third party, without Astrome’s prior written consent.
(g) Astrome has the right to communicate any necessary information to you either by (i) posting a notice on the website or (ii) sending an e-mail to the e-mail address associated with your account. Communication Astrome provides by posting on the website will be effective upon time of postage and communication, Astrome provides via e-mail will be effective upon time of sending. It is your responsibility to ensure that the information provided, and so corresponding to your Astrome user profile, remains accurate and up-to-date.
(i) All communication carried out in accordance with these Terms and Conditions must be conveyed in the English language.
(j) You waive the right to participate in a class action suit or a class action arbitration against Astrome or any of its affiliates, advisors, employees, managers, or other associated parties.
ARTICLE 8: PURCHASER’S LIABILITY
(a) You acknowledge that you alone are responsible for storing and using the Astrome tokens purchased by you under normal conditions of use, and in accordance with current legislation at the time and place of use.
(b) Accordingly, you will be personally liable for any damaging consequences arising from the abnormal, noncompliant, or inappropriate storage, transfer, or use of the Astrome tokens.
(c) You also acknowledge you have received all information and data necessary for you to determine the suitability of Astrome tokens for your specific, planned use.
(d) You agree to provide Astrome with your correct and updated personal details at the time of account creation and to update that information if changed. Astrome reserves the right to request supporting documents from you to ensure the accuracy of the details you have supplied.
(e) You alone will be liable for the protection of credentials required to sign into the website. Astrome cannot not be held liable for any illegal or fraudulent use of your login.
(f) You assume full responsibility for the consequences of any theft or misuse of your Astrome tokens by the members of your staff or any person to whom you have provided your login. The same applies for the loss of the login credentials and consequence lack of access to your wallet.
(g) You will defend, indemnify, and hold harmless Astrome, its affiliates, and their respective employees, officers, directors, advisors, and representatives from and against any claims, damages, losses, liabilities, costs, and/or expenses arising out of or relating to any third-party claim concerning these Terms and Conditions or the use of Astrome tokens contrary to the terms hereof.
ARTICLE 9: CONSUMER WITHDRAWAL RIGHT
9.1 For non-Consumer
The Purchaser does not benefit from the Consumer Withdrawal Right.
9.2 For Consumer
In accordance with article L. 221-18 of the French consumer code (code de la consommation), a Consumer has fourteen (14) days to withdraw from a contract as from the date of delivery to her/him of the good object of the contract (the “Consumer Withdrawal Right”).
If the Consumer wishes to exercise its Consumer Withdrawal Right, it shall notify its decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail) to the provider/seller of the said good.
However, and in accordance with article L. 221-28 of the French consumer code (code de la consommation), the Consumer Withdrawal Right may not be exercised in connection with agreements relating to the provision of digital content not supplied on a physical medium which execution has begun, (i) further the prior and express request of the Consumer and (ii) subject to her/his prior express renunciation to such Consumer Withdrawal Right.
Astrome’s SPW token is a cryptographic asset which includes specific information required for the provision of the Services. Neither such information nor an SPW token as such are supplied on a physical medium.
Accordingly, the Company shall only Transfer the acquired SPW tokens to a Consumer that:
- -has expressly requested to the Company that the Transfer to the Consumer of the acquired SPW tokens takes place as soon as possible; and also
- -has expressly waived her/his Consumer Withdrawal Right.
ARTICLE 10.INTELLECTUAL PROPERTY
(a) Astrome is the owner and licensor of all intellectual property rights related its activities.
(b) Astrome retains all right, title, and interest to or in all of its intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information, source codes, graphics, interface designs, text, logos, images, and data pertaining to the Project, the Astrome website, and future SPW tokens (“Astrome’s IP”), whether or not patentable, copyrightable, or protectable under regulations pertaining to patents and trademarks, and any trademarks, copyrights, or patents based thereon.
(c) You may not use any of Astrome’s IP for any reason, except with its prior written consent.
(d) The foregoing notwithstanding, Astrome grants you a royalty-free, non-exclusive, nontransferable, revocable license to access and use the Astrome website and its services and to use the SPW tokens strictly in accordance with these Terms and Conditions, on the basis that you have warranted to Astrome that you will not use the website or SPW tokens for any purpose that is unlawful or prohibited by these Terms and Conditions or in any manner that could damage, disable, overburden, or impair the website or impede, imperil, or impair the Project.
(e) You acknowledge and accept that you shall not:
i. distribute, export, translate, transmit, merge, transfer, modify, adapt, hypothecate, encumber, create derivative works of, loan, rent, lease, share, or sell (or attempt to sell) any of Astrome’s IP, in whole or in part; remove or modify any notices pertaining to proprietary rights or attribution in any of Astrome’s IP; or
iii.reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, and/or algorithms of Astrome’s IP, or reproduce any documentation provided by Astrome (except in accordance with the provisions of the applicable law).
(f) You shall take all necessary precautions to prevent third parties from using Astrome’s IP in any way that would constitute a breach of these Terms and Conditions or of Astrome’s IP.
(g) You shall not license, sublicense, or otherwise grant any intellectual property rights pertaining to Astrome’s IP.
ARTICLE 11.PURCHASER’S PERSONAL DATA AND INFORMATION
(a) Astrome collects information by running the website and uses the information you may provide.
(b) By way of example, consider an instance of visiting the Astrome website. When you visit the website or use Astrome services, Astrome automatically collects information sent to it by your computer, mobile phone, or other access device. This information may include your IP address and other device information, including but not limited to identifier, name, operating system, mobile network information, and standard web log information, such as the browser type and the pages you accessed on the website.
(c) When you use a location-enabled device in connection with the website, Astrome may collect geographical location data or use alternative means to determine the location, such as sensor data from your device (e.g. identity of nearby cell towers and Wi-Fi access spots). However, Astrome will not release your identifying information to any third party without your consent, except as set forth herein.
(d) When you access the website or use Astrome services, Astrome (or Google Analytics or a similar service provider acting on behalf of Astrome) may place small data files called cookies on your computer or other device.
(e) Astrome uses these technologies to recognize you as our Purchaser, to customize the website and advertising, to measure promotional effectiveness, and to collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
(f) Astrome stores and processes your personal information on servers in the European Union, where Astrome’s facilities or its service providers are located. Astrome uses reasonable efforts to protect your personal information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure and alteration. Astrome authorizes access to personal information only for those employees who require such access to fulfill their job responsibilities and ensure that all Astrome products and services run as smoothly and efficiently as possible.
(g) By acquiring SPW tokens, you authorize Astrome to share, if and when necessary, your personal information with any trusted third party (which may be located in a non-European Union jurisdiction providing an equivalent level of protection to that which prevails across the European Union) for the sole purposes of supplying Astrome services.
(h) In addition, you acknowledge that Astrome may be required to provide your personal information to any regulatory bodies or administrative authorities or courts, if required by law, or, with your prior consent or direction to do so, to other third parties.
(i) Astrome will maintain your personal information only for as long as is it is necessary, or as required by law.
(j) You are entitled to object to the processing of your personal data for legitimate reasons, as well as to object to the use of such data for the purposes of prospecting activities.
(l) Given the nature of the blockchain technology used, Astrome may not be in a position to comply fully with any such request, but will use its best commercially reasonable efforts to do so.
(m) By agreeing to be bound by these Terms and Conditions, you expressly agree, consent, and authorize Astrome to utilize your e-mail address and/or other personal information, such as name, mobile number, and address, to send you emails, such as the notification confirming that your contribution has been completed.
ARTICLE 12.FORCE MAJEURE
(a) Force majeure is any event beyond the parties’ reasonable control, which they cannot reasonably foresee, avoid, or overcome, provided that its occurrence makes it impossible for at least one of the parties to fulfill its obligations to the other.
(b) In the context of these Terms and Conditions, force majeure includes any event that adversely affects purchase execution (e.g., an earthquake, storm, or other extreme natural phenomenon, embargoes, riots, substantial change in the price of products such as software or hardware, failure of electrical supply, telecommunications, or other utilities, armed conflicts, labor disputes, or other industrial disturbances, acts or orders of the government, changes in laws or regulations, changes in blockchain technology (broadly construed), or changes in the Ethereum network or any other blockchain protocols, etc.).
(c) In the event that a party finds its performance to be impossible due to an event of force majeure, it shall promptly notify the other party by any and all means necessary, and the parties will then negotiate, in good faith, any changes required to ensure the continuity of their obligations.
(d) If, however, such impossibility exceeds three (3) months, the more diligent party may, without incurring any liability, terminate the contract between them, as reflected in these Terms and Conditions, by giving notice in writing to the other party.
(e) Astrome may, in this situation, retain previously collected amounts, which are irrevocably acquired.
ARTICLE 13.JURISDICTION AND APPLICABLE LAWS
(a) All disputes or claims arising out of or in connection with these Terms and Conditions, the use of the website, the Project, and the Astrome tokens, shall ultimately be settled by the Paris courts. All such disputes, claims, and proceedings shall be in the English language.
(b) The applicable laws shall be the laws of FRANCE, without regard to conflicts of law provisions.
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SCHEDULE 1: CONTRIBUTIONS
S1.1 Contributions in crypto currencies
- 4)Bitcoin Cash
- 7)Binance Coin
S1.2 Contributions in fiat
Contributions in fiat are to be paid to the following bank account:
SCHEDULE 2: CONSUMER WITHDRAWAL RIGHT
Accordingly, by agreeing to these Terms and Conditions, you, the Purchaser expressly request that the SPW tokens acquired be delivered to him/her as soon as possible and waives accordingly her/his Consumer Withdrawal Right.
If the Purchaser is an individual and a Consumer, the Purchaser reiterates expressly
(i) his/her request that the SPW tokens acquired be delivered to him/her as soon as possible and
(ii) her/his waiving the Consumer Withdrawal Rights as per Article 9, and the Purchaser understands the consequence of her/his waiving the Consumer Withdrawal Rights as per Article 9.
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