Web3 Music Association Token OTC Transaction
Last update: 8 November 2024
GENERAL TERMS AND CONDITIONS TOKEN OTC TRANSACTION
INTRODUCTION
1.1 These general terms and conditions ("GTC") govern the sale of the $RECORD Token (the “Token”) by Web3 Music Verein (Web3 Music Association), a not-for-profit association organised under the laws of Switzerland, with its registered office at ILFP Legal Partners GmbH, Gotthardstrasse 3, 6300 Zug, represented by Sergio Mottola acting as Chairman (the "Seller").
1.2 The GTC and the Privacy Policy are collectively referred to as the “Agreement”.
1.3 As a Purchaser (the "Purchaser" or "You"), you are required to complete and submit a Google form (the “Google Form”) provided by the Seller to acquire the Tokens. The Purchaser acknowledges and agrees that by submitting the Google Form, the Purchaser agrees and accepts the GTC. Upon receipt of the Google Form, the Seller and Purchaser will finalise the specific terms of the OTC Transaction via email. This email correspondence will confirm the final amount of the Tokens, the Price, the lock period, and the release period.
1.4 The Purchaser further acknowledges and agrees that the GTC will apply to any future OTC Transactions between the Purchaser and the Seller.
1.5 The Seller is a not-for-profit association whose purpose is to directly or indirectly further the growth, development and adoption of open-source distributed-ledger softwares and protocols in the music industry and the surrounding community as well as ecosystem (the “Purpose”).
1.6 The Purpose is based on the use of a token-contract deployed at the address n. 0xE642657E4F43e6DcF0bd73Ef24008394574Dee28 named $RECORD, the core utility token of the Music Protocol (the “Platform”).
1.7 The extensive description of the Platform is available at: docs.musicprotocol.finance, and by purchasing Tokens, the Purchaser accepts and acknowledges that the Purchaser has reviewed, read, and fully understood its contents.
1.8 The Seller has issued a total amount of 1,000,000,000 Tokens and no additional Tokens will be generated in the future.
1.9 The Token is considered a utility token under the current Swiss regulatory framework and not a security or payment token, as per FINMA’s interpretation provided to the Seller. Consequently, the issuance of the Token by the Seller is not subject to the Anti-Money Laundering Act and does not require a prospectus under the Financial Services Act. Furthermore, FINMA confirmed that no other financial market laws in Switzerland, including the Financial Market Infrastructure Act are applicable to the Token.
1.10 The Purchaser understands and agrees that Tokens have not been and will not be registered under any securities laws or regulations in any jurisdiction, including the relevant applicable laws and regulations of the Excluded Countries.
1.11 The Tokens can be purchased on exchanges or directly from the Seller. Purchases of Tokens directly from the Seller outside of any intermediary (such as cryptocurrency exchanges) are called over-the-counter transactions (the "OTC Transaction").
1.12 The Purchaser acknowledges is not entitled to vote or receive dividends or be deemed the holder of any capital stock of the the Seller 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 Seller or any right to vote or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
1.13 Please read the Agreement carefully before submitting the Google Form to purchase the Tokens. By submitting the Google Form, you acknowledge and agree to be bound by the GTC. If you do not agree to the GTC, you do not have permission to submit the form or purchase the Tokens.
DEFINITIONS
2.1 In the GTC, the following words and expressions will have the following meanings:
Agreement | has the meaning ascribed to it in Clause 1.2. |
AML Regulation | means the applicable anti-money laundering laws and regulations under Swiss jurisdiction such as the Anti-Money Laundering Act, Anti-Money Laundering Ordinance, Anti-Money Laundering Ordinance-FINMA and the regulations of the self-regulatory organisation supervising the Seller; |
AML/KYC Procedure | means any procedures with regard to anti-money laundering checks and the so called know-your-customer and customer due diligence procedures in order to ensure compliance with the AML Regulation; |
Excluded Countries | means Afghanistan, American Samoa, Central African Republic, Côte D'Ivoire, Cuba, Democratic People's Republic of Korea, Democratic Republic of Congo, Guam, Iran, Iraq, Libya, Mali, Myanmar, Nicaragua, Russia, Somalia, Sudan, Syria, Ukraine, United States, Venezuela, Virgin Islands, Yemen; |
Excluded Country Person | unless provided for otherwise in the GTC, means any individual with domicile, residence or place of business in any of the Excluded Countries and any company incorporated or with registered address in any of the Excluded Countries; |
Google Form | has the meaning ascribed to it in Clause 1.3. |
GTC | has the meaning ascribed to it in Clause 1.1; |
Non-Excluded Country Person | means: (i) any individual or legal entity which is not an Excluded Country Person; (ii) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Non-Excluded Country Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in any of the Excluded Countries; (iii) any estate of which any professional fiduciary acting as executor or administrator is an Excluded Country Person if (a) an executor or administrator of the estate who is not an Excluded Country Person has sole or shared investment discretion with respect to the assets of the estate and (b) the estate is governed by foreign law; (iv) any trust of which any professional fiduciary acting as trustee is an Excluded Country Person, if a trustee who is not an Excluded Country Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is an Excluded Country Person; (v) an employee benefit plan established and administered in accordance with the law of a country other than any of the Excluded Countries and customary practices and documentation of such country; (vi) any agency or branch of an Excluded Country Person located outside any of the Excluded Country Person if (a) the agency or branch operates for valid business reasons and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; (vii) any persons which have qualified investor status according to Irish financial market regulations for residents of Ireland; (viii) any persons which have qualified investor status according to the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (Prospectus Regulation) for residents of the European Union and the European Economic Area; (ix) any persons which have analogous verification of an equivalent investor status under the laws of the related residency (or nationality, if applicable); |
OTC Transaction | has the meaning ascribed to it in Clause 1.11. |
Platform | has the meaning ascribed to it in Clause 1.6. |
Price | means the amount identified in a separate Google form submission, to be paid by the Purchaser to the Seller as purchase price of the Purchased Tokens as OTC Transaction. |
Purchased Tokens | means the amount identified in a separate Google form submission, sold by the Seller to the Purchaser as OTC Transaction; |
Purchaser Wallet | means the wallet address identified in a separate Google form submission, owned by the Purchaser and used by the Purchaser to receive the Purchased Tokens from the Seller as OTC Transaction; |
Purpose | has the meaning ascribed to it in Clause 1.5. |
Seller Wallet | means the wallet address identified in a separate Google form submission, owned by the Seller and used by the Seller to send the Purchased Tokens to the Purchaser as OTC Transaction; |
Token | has the meaning ascribed to it in Clause 1.1. |
2.2 The singular includes the plural and vice versa; words importing one gender only are deemed to include all other genders; and references to persons include bodies corporate, partnerships and unincorporated associations.
THE OTC TRANSACTION
3.1 No later than 1 day from the receipt of the Price, the Seller will perform the OTC Transaction by sending the Purchased Tokens from the Seller Wallet to the Purchaser Wallet.
3.2 The Purchaser acknowledges that an error in providing the Purchaser Wallet may prevent the correct completion of the OTC Transaction and may render the Purchased Tokens impossible to retrieve. The Seller can not, and will not, be considered liable for any error in the provision, from the Purchaser to the Seller, of the Purchaser Wallet.
3.3 The Purchaser acknowledges that the Token's value is subject to change and fluctuation on exchanges and accepts this risk and possible loss of all value of the Tokens.
3.4 The Purchaser further acknowledges that Tokens may not (i) gain a substantial or speculative commercial value and (ii) have merchantability or profitability and may lose all of the relevant investment.
PRICE
4.1 The Purchaser will pay the Price to the Seller no later than 3 days from receipt of the relevant invoice.
4.2 The Purchaser acknowledges that the right to receive the Purchased JUR Tokens is subject to the correct transfer of the entire value of the Price.
4.3 It is understood between the Seller and Purchaser that, if the Purchaser is in breach of the transfer of any instalments of the Price and such a breach is not cured within a 5 business day period from the notice of default sent by the Seller, the Agreement will be automatically terminated for breach and any payments already performed by the Purchaser will be kept by the Seller as liquidated damages. In this event, the Purchaser will have no right to receive any Purchased Tokens.
RESTRICTIONS
5.1 Unless otherwise determined by the Seller in its sole discretion based on the advice of counsel, Tokens will be sold by the Seller, pursuant to the Agreement or otherwise, only to parties who are not qualifying as an Excluded Country Persons (“Non-Excluded Country Persons”).
5.2 The Purchaser:
(a) undertakes to sell, assign, transfer or trade the Tokens only to other Non-Excluded Country Persons;
(b) acknowledges that sale, assignment, transfer and trade of Tokens may be in violation of the applicable Securities Regulation in certain countries and, if so, such practices must be avoided;
(c) acknowledges that the Purchased Tokens will be released proportionally over a period of months from the date of completion of the OTC Transaction as agreed in writing by the parties.
5.3 The Purchaser acknowledges and agrees that the Token is subject to sales, transfer and trading restrictions as set forth in the present Clause 5 and may be subject to other restrictions with respect to sales, trading, transfers, vesting and assignments as provided in the GT. Any such restrictions as set forth in the Agreement are, unless the Seller and Purchaser otherwise expressly agree in writing, in addition to and not in lieu of, the restrictions contained in the present Clause 5.
5.4 The Agreement does not constitute a prospectus or offering document and is not intended to constitute an offer to sell, nor the solicitation of any offer to buy, an investment, a security or a commodity, or an option on or any other right to acquire any such investment, security or commodity.
5.5 The Agreement has not been reviewed by, passed on or submitted to any regulator or self-regulatory organisation.
AML/KYC PROCEDURE
6.1 The Purchaser acknowledges that proper and correct performance of the AML/KYC Procedure is required and the Purchaser will do any act and/or deliver any information or documentation necessary to perform the AML/KYC Procedure. The AML/KYC Procedure may involve video identification.
6.2 Therefore, in the event that the AML/KYC Procedure gives a negative result, the Agreement will be automatically terminated and neither the Seller nor the Purchaser will have any right or obligation of any kind towards the other. If the Price has already been paid, the Seller will return the Price to the Purchaser as soon as possible.
6.3 The Purchaser acknowledges that the Seller may use third party providers to conduct the AML/KYC Procedure and undertakes to cooperate with such providers accordingly.
FISCAL ASPECTS
7.1 The Price transferred by the Purchaser to the Seller is exclusive of all applicable taxes.
7.2 It is the responsibility of the Purchaser to withhold, collect, report and remit its own taxes to the appropriate tax authorities.
PURCHASER REPRESENTATIONS
8.1 The Purchaser represents and warrants that:
(a) if Purchaser is a legal entity, the Purchaser is duly incorporated, validly existing and in good standing under the laws of his place of jurisdiction, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted;
(b) if the Purchaser is an individual, the Purchaser declares to be in good standing and has full legal capacity, power and authority to own, lease and operate its properties and carry on its business as now conducted;
(c) the Purchaser is a Non-Excluded Country Person;
(d) the execution, delivery and performance by the Purchaser of the Agreement is within the power of the Purchaser and has been duly authorised by all necessary actions on the part of the Purchaser;
(e) the Agreement constitutes a 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;
(f) the performance and consummation of the transactions contemplated by the Agreement do not and will not:
(g) violate any material judgement, statute, rule or regulation applicable to the Purchaser;
(h) result in the acceleration of any material indenture or contract to which the Purchaser is a party or by which it is bound;
(i) result in the creation or imposition of any lien upon any property, asset or revenue of the Purchaser or the suspension, forfeiture, or non-renewal of any material permit, licence or authorisation applicable to the Purchaser, its business or operations;
(l) the Purchaser is purchasing the Purchased Tokens to be acquired by the Purchaser for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same;
(m) the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the OTC Transaction.
8.2 The Purchaser acknowledges that the Tokens carry no rights, express or implied, other than the right to access the Platform and use the related services.
8.3 In particular, Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform or the Seller. Also, Tokens are not intended to be a digital security or any other kind of financial instrument.
RISK DISCLOSURE AND LEGAL DISCLAIMER
9.1 Various features of the Platform may be updated and changed from time to time without notice. Further, the Platform may encounter difficulties during development, including financial, resourcing and technical difficulties. These difficulties are unpredictable, and may be unresolvable and may compromise the overall development of the Tokens and the Platform. Development of the Platform may therefore fail, terminate or be delayed at any time for any reason. Particular features of the Platform may never be realised. Such failure, termination or delay is likely to reduce and may completely obliterate any existing utility that the Tokens may hold.
9.2 The Seller reserves the right to migrate the Token to another protocol, such as a native blockchain, and to generate replacement tokens on the new protocol in the future, should the Seller determine, in its sole discretion, that doing so is necessary or useful to the operation of the Platform. Should the Seller decide to migrate the Tokens, the Seller may no longer provide support for the pre-existing tokens or any other operational matters, except with respect to the migration process.
9.3 Tokens confer no ownership interest in any assets or property. Nothing underpins the value of Tokens other than the prospect of the Platform access, usage and functionality. Tokens confer no governance rights of any kind with respect to the Platform or the Seller. Accordingly, subject to other written arrangements to the contrary, all decisions involving the Platform will be made by the Seller, including decisions to discontinue the Platform. These decisions could adversely affect the Platform and the utility of any Tokens that the Purchaser holds.
9.4 Tokens are not to be construed, interpreted, classified or treated as debentures, stocks or shares issued by any person or entity, rights, options or derivatives in respect of such debentures, stocks or shares, rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss, units in a collective investment scheme, structured products, units in a business trust, derivatives of units in a business trust.
9.5 The Seller may, from time to time, and without prior notice or consultation, sell additional Tokens. Further, the Seller may develop or otherwise raise funding for the Platform through any other means it deems necessary. The Purchaser will not necessarily receive notice of the sale of additional Tokens or of any other tokens or fundraising means.
9.6 The Seller may hold the proceeds in cryptocurrencies, other digital assets or fiat currencies, or a combination of any of them. The value of these fiat currencies and digital assets may fluctuate significantly over a short period of time as a result of market dynamics, regulatory actions and changes, technical advancements, exchange availability and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Platform and may affect the utility of the Tokens.
9.7 The laws of various jurisdictions may apply to the Tokens and the Platform. The application of these laws and regulations to Tokens and the Platform is, in many cases, largely untested, and is subject to change without notice. In particular, any current governmental or regulatory tolerance of cryptographic tokens or cryptocurrencies can change rapidly, and Tokens may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators.
9.8 The Seller may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against the Seller or the Platform. As a result of such events, the Seller may be required to discontinue token sales and/or the Platform or provide any other such information related to the same.
9.9 The Seller, the Purchaser and transactions in relation to the Tokens and/or the Platform may be subject to the tax laws and regulations in any applicable jurisdictions. The tax treatment and accounting of transactions in relation to the Tokens and/or the Platform are uncertain and a largely untested area of law and practice that is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions. Purchasing Tokens or the use of the Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract certain tax implications either now or in the future.
9.10 The Seller may receive formal or informal queries, notices, requests, or summons from tax authorities and as a result the Seller may be required to furnish certain information about the OTC Transaction sale and/or the Platform. The Purchaser must seek independent professional advice on the tax implications in relation to the OTC Transaction, use of the Platform and/or any other transactions for the Purchaser’s particular situation.
9.11 The Tokens and the Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data, may occur when transmitting data via the internet.
9.12 The Tokens and the Platform rely on a third party blockchain platform. Such a blockchain platform may be open source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include (but are not limited to):
(a) the existence of technical flaws in such a blockchain platform;
(b) targeting of such a blockchain platform by malicious persons;
(c) changes in such a blockchain platform’s consensus protocol or algorithms;
(d) decreased community or miner support for such a blockchain platform;
(e) the existence or development of competing networks and platforms;
(f) the existence or development of forked versions of such a blockchain platform;
(g) flaws in the Solidity scripting language;
(h) disputes between such a blockchain platform developers, miners and/or users; and
(i) regulatory action against such a blockchain platform developers, miners and/or users.
9.13 The various source codes used in the Token and the Platform are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs.
9.14 Holding and transfer of the Tokens and use of the Platform (if and when developed) will not be anonymous. The Purchaser’s address and such participation will be recorded on a permissionless blockchain. It is possible to match addresses to identities. Furthermore, to comply with Anti Money Laundering (AML) regulations and in accordance with the Seller’s privacy statements, disclosure will be made to relevant authorities and regulators upon request.
9.15 The Purchaser alone is responsible for securing its private key. Losing control of the private key will permanently and irreversibly deny access to the Purchaser’s Tokens. Neither the Seller nor any other person will be able to retrieve or protect the Purchaser’s Tokens. Once lost, Purchaser will not be able to transfer the Purchaser’s Tokens to any other address or wallet. Purchaser will not be able to realise any value or utility that the Token may hold now or in the future.
9.16 Tokens, the Platform and the Seller may be targeted by malicious persons who may attempt to steal Tokens or the proceeds, or otherwise intervene in the OTC Transaction, the Platform or the Seller.
9.17 The Tokens and the Platform may also be vulnerable to exploitation of vulnerabilities in smart contracts and other code, as well as to human error. This could result in significant loss and/or other impacts that may materially affect the Purchaser’s interests.
9.18 Malicious entities may target the Purchaser in an attempt to steal any Tokens or cryptocurrencies that the Purchaser may hold, or to claim any Tokens that the Purchaser may have purchased. This may involve unauthorised access to the Purchaser’s digital wallet, private keys, cryptocurrency addresses, email or social media accounts, as well as unauthorised access to the Purchaser’s computer, smartphone and any other devices that Purchaser may use.
9.19 The Seller is not liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the Agreement, with the exemption of gross negligence or wilful act.
9.20 The Purchaser acknowledges that purchasing Tokens involve inherent risks. These risks, and additional risks arising either now or in the future, could result in the failure of the Token transfers, the destruction of the Tokens or the utility of Tokens, and/or the termination of the development of the Platform.
9.21 The Purchaser acknowledges the following additional potential risks:
(a) blockchain-related risks: the underlying software application and software platform is still in an early development stage and unproven so there is no warranty that the process for creating Tokens will be uninterrupted or error-free. There is an inherent risk of weaknesses, vulnerabilities or bugs of the software causing the complete loss of Token and of the Platform;
(b) abandonment/lack of success: the Seller may abandon the operation of the Platform for various reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects) and legal, tax or regulatory considerations;
(c) regulatory risks: certain jurisdictions might apply already existing laws and regulations to blockchain technology-based projects or introduce new laws or regulations for this purpose. Newly introduced regulations may differ to the existing setup of the Platform. This may cause, inter alia, substantial modifications of the Platform or bring to the termination and/or the loss of Tokens;
(d) jurisdiction-related risks: residents, tax residents or persons having a relevant connection with certain jurisdictions are excluded from purchasing Tokens. Changes in the Purchaser’s place of domicile or the applicable law may result in the Purchaser violating any legal or regulatory requirements of applicable jurisdiction. The Purchaser is responsible for ensuring that the delivery, holding, use or exchange of Tokens is, and remains, lawful despite changes to applicable laws, the Purchaser’s residence and circumstances.
CONFIDENTIALITY AND ANNOUNCEMENTS
10.1 The Seller and the Purchaser undertake to keep the Agreement confidential and not to disclose to any other person the Agreement and its terms and conditions. The present provision does not apply if the disclosure of the Agreement is required by operation of law or regulations, or any binding judgment or order, or any requirement of a competent authority.
10.2 No public announcement or press release in connection with the subject matter of the Agreement will be made or issued by or on behalf of the Seller or the Purchaser without the prior written approval of the other. This does not apply if the announcement or press release is required by law or by any governmental authority.
COSTS
11.1 Unless otherwise agreed between the Seller and the Purchaser, each will be responsible for their respective professional and other costs incurred in relation to the negotiation, preparation, delivery, execution and performance of the Agreement.
MISCELLANEOUS
12.1 The Agreement sets forth the entire agreement and understanding between the Seller and the Purchaser relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. The Agreement is one of a series of similar Agreements entered into by the Seller from time to time.
12.2 Any notice required or permitted by the Agreement will be deemed sufficient when sent by email to the relevant address listed on the submitted Google form, as subsequently modified by written notice.
12.3 The provisions of the Agreement are construed so as to be valid and enforceable according to applicable law. Should any provision hereof be unenforceable or invalid according to applicable law, it will only be unenforceable or void to the extent of such unenforceability or invalidity and will for the remaining be replaced by a valid and enforceable provision which will satisfy the legal and economic meaning/result of the ineffective provision. The remaining provisions of the Agreement remain binding and in full force. The same applies to any gap in the Agreement.
12.4 Mere silence, or the absence of a prompt reaction, in case of any violation by either the Seller or Purchaser, will not be construed as acceptance of the violation or as a waiver of the right to demand fulfilment of the obligation theoretically violated, or as a waiver of the rights and/or powers deriving to the compliant party from such violation.
APPLICABLE LAW AND COMPETENT COURT
13.1 The Agreement is governed and construed in accordance with the substantive laws of Switzerland, with the exclusion of the conflicts of law principles.
13.2 Any dispute, controversy or claim arising out of or in connection with the Agreement or future non-contractual claims, including any question regarding its existence, validity, enforceability, interpretation, execution, breach, modification or termination, will be submitted to the exclusive jurisdiction of the courts of Zug (Switzerland).
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