The following terms and conditions apply to the participation in the BlockState STO Affiliate-Program of
Switzerland, registered with the commercial register of the local court (Amtsgericht) of Zug under CHE-301.798.106 (hereinafter referred to as “BlockState“, “us“ or “we“).
Explanation of the planned BlockState STO
BlockState intends to initiate a so-called security token offering (“STO”) in Germany to raise funds for its further business development. The STO of the BKN-Token will be governed by Swiss law. A prospectus is available on the website https://blockstate.com/sto/blockstate/ Reference is made to the Prospectus including any supplements for the content and structure of the STO.
Primarily, the STO shall address EU/EWR investors. Excluded from subscription shall be US citizens, US Green Card holders, other persons or companies subject to US or Canadian taxation as well as other investors from countries in which the offer of the Token is not permitted or that are filed on the current country list of high-risk and other monitored jurisdictions of the Financial Action Task Force (FATF).
BlockState initiates this STO Affiliate-Program to reward eligible Affiliate Partners for introductions to investors. An Affiliate Partner with regard to our STO is defined as follows:
Someone who only gives an indication of the possibility to subscribe token in the BlockState Token Sale, without consciously influencing the Investor on purpose in order to bring about the Investor’s willingness to conclude the Token Sale Agreement (mere naming of the possibility of closing deals); or someone who just names potential investors vis-à-vis BlockState.
Participation in the STO Affiliate-Program is possible after having signed up to the BlockState Affiliate dashboard.
Participating in the Affiliate-Program is subject to the following conditions.
§1 – Eligibility for theBlockStateSTO Affiliate-Program
1.1 When you sign up to the BlockState Affiliate program we will ask you, if you want to become an Affiliate Partner of BlockState. In case you want to become our Affiliate Partner you will have to accept these Terms & Conditions (https://blockstate.com/imprint/ ) as well as data protection guidelines (https://blockstate.com/imprint/#privacy)
1.2 Eligible for participating in the BlockState STO Affiliate-Program as “Affiliate Partner” are only the following individuals or entities:
who have successfully signed up to the BlockState Referral program and have received a personalized Affiliate link. You can only sign up once to the BlockState Affiliate Partner, will only receive one personalized Affiliate link to pass on to his/her network; or
BlockState has sole discretion about who will be considered an Affiliate Partner. There is no claim to be classified as Affiliate Partner.
1.3 The Affiliate Partner can only participate in the Affiliate-Program and is only eligible to receive Rewards, if the Affiliate Partner has concluded a formal acceptance of these Terms & Conditions as described in § 1.1 of these Terms & Conditions and data protection guidelines.
§2 – Rights and Obligations of the Affiliate Partner
2.1 The Affiliate Partner may pass on the personalized Affiliate link to his/her network and therewith make potential investors aware of the BlockState STO and Token Sale.
2.2 The Affiliate Partner is not entitled,
2.2.1 To begin the enrollment process, you will complete and submit the online application at the BlockState server. The fact that we applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your activities, sites or promotions are unsuitable for our Program, including if it:
2.2.2. Promotes sexually explicit materials
2.2.3. Promotes violence
2.2.4. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.2.5. Promotes illegal activities
2.2.6. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.2.7. Includes misspellings thereof in its domain name
2.2.8. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.2.9. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.2.10 You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are BlockState or any other affiliated business.
2.2.11 Promotion of our services and products through offerings and/or solicitations that are prohibited under the BlockState Security Token Prospectus, dated 17.June.2019.
2.2.12 to act as representative for BlockState, i.e. in particular the Affiliate Partner may not act in the name of BlockState or make any declarations with legally binding effect for and against BlockState; or before or after the conclusion of a Token Sale Agreement, i.e. in particular to make a personal recommendation; or
2.2.13 to provide an intermediary service to the Investor, i.e. to forward corresponding declarations of intent by the interested party to BlockState, which are aimed at concluding Token Sale Agreements or other actions for the promotion of the Token, or
2.2.14 to promote the willingness of the Investor to conclude a Token Sale Agreement;
2.2.15 to use and distribute the prospectus governing the BlockState STO.
§3 – Affiliate Partner Introductions to Investors
3.1 The Affiliate Partner may pass on the personalized Affiliate link to his/her network of potential Investors e.g. via private messages, email, the Affiliate Partner’s website or social media channels.
Users of the Affiliate Partner’s personalized Affiliate link will be referred to our website where they can access the prospectus governing the BlockState STO and sign on to our BlockState STO Waitlist or sign up for our KYC Process.
3.2 The Affiliate Partner may provide BlockState with contact details of potential Investors of whom the Affiliate Partner has obtained consent to pass on the contact details to BlockState in order to receive information on the BlockState STO.
3.3 The Affiliate Partner does not carry out any advisory or mediation activity in reference to a specific product.
§4 – Duration of theBlockStateSTO Affiliate-Program
4.1 The BlockState STO Affiliate-Program will start one day after the publication of the prospectus governing the BlockState STO on our website https://blockstate.com/sto/blockstate/ .
It shall end on the day on which the public offer is terminated. BlockState reserves the right, to extend this period.
4.2 The Affiliate Partner can only refer potential Investors to BlockState during the aforementioned term of the STO Affiliate-Program.
§5 – Affiliate Partner Reward for Successful Referrals
5.1 A Successful Referral of an Investor based on the personalized Affiliate link is the prerequisite in order to receive an Affiliate Partner Reward. For a Successful Referral within the meaning of this Terms & Conditions a Reward is paid to the Affiliate Partner, if the following conditions are met (“Successful Referral”):
5.2. As a further condition for a Successful Referral, BlockState shall not have already been in contact with the referred Investor or the referred Investor shall not have already concluded a Token Sale Agreement with BlockState. If an Investor has already been referred to BlockState by another Affiliate Partner, the referral will not be attributed to the latter referral and Affiliate Partner.
5.3 To receive a reward payout the Affiliate Partner must have in addition successfully participated and passed BlockState’s KYC Process.
5.4 Affiliate Partner Rewards will only be granted in FIAT-currency. There is no entitlement to payment in a BlockState tokens.
5.5 The Affiliate Partner shall receive in general for a Successful Referral of an Investor as defined in § 5.1 and 5.2 of these Terms & Conditions an Affiliate Partner Reward in the amount of 5% in EURO based on the actual amount of investments (Euro or crypto-currency) paid by the referred Investor. In case the Investor has paid in a crypto-currency the respective investment amount will be converted on the basis of the average daily exchange rate of the crypto-currency to EUR published on the website www.cryptocompare.com (or a comparable online platform established on the market in case www.cryptocompare.com is technically unavailable or the use of www.cryptocompare.com becomes unacceptable to BlockState from an economic point of view).
Payment will be made two weeks after the finalization of the STO to a bank account provided by the Affiliate partner.
5.6 The Affiliate Partner has the duty to provide the following information to BlockState as a necessary precondition for the transfer of the Euro Commission to the Affiliate Partner:
The Affiliate Partner will execute and deliver to BlockState any and all other transaction documents related to this Affiliate Partner Program, especially documents enabling BlockState to conduct a KYC audit and money laundering audit, including each verification and confirmation, for instance, non-US person status required under the applicable laws.
5.9 The Affiliate Partner receives only a one-time fee for each of his investment introductions. With the payment of the Affiliate Partner by BlockState all claims of the Affiliate Partner against BlockState are fully settled, side agreements become void. In particular, there is no additional claim by the Affiliate Partner for reimbursement of expenses.
§6 – Restrictions, No Misrepresentation
6.1 The Affiliate Partner shall keep information, documents and materials provided by BlockState regarding the planned STO, identities and information on STO Investors and their respective investments, strictly confidential. Especially, the Affiliate Partner shall not upload or distribute any STO related information – notwithstanding his/her personalized Affiliate link –, publicly via any websites, social media channels or public messenger programs such as Telegram.
6.2 The Affiliate Partner must show impeccable behaviour regarding the brand of BlockState and its mother company BlockState AG, and shall not behave in any manner that could bring harm to BlockState.
§7 – Termination
7.1 BlockState reserves the right to terminate the relation to the Affiliate Partner based on these Terms & Conditions in the event that the STO or stages of the STO do not take place. The decision on the cancellation of the STO lies solely with BlockState.
7.2 BlockState may exclude the Affiliate Partner from the program in its sole discretion in case the Affiliate Partner violates a condition as outlined in § 5 and 6 of these Terms & Conditions.
7.3 An Affiliate-Partner may refrain from participating in the BlockState STO Affiliate-Program at any time. As an Affiliate-Partner you shall inform BlockState in writing via email or orally in case you do not want to participate in the BlockState STO Affiliate-Program any longer.
§8 – Data protection
It is pointed out that the Affiliate Partner must comply with the relevant data protection regulations. In particular, he must maintain secrecy with regard to all personal, operational and business data of which he gains knowledge in the course of his activities. In addition, confidential data, information and documents must be protected in such a way that unauthorised third parties cannot inspect or access them. These obligations shall also be complied with after termination of the collaboration.
The Affiliate Partner should obtain a declaration of consent from the potential customer for the disclosure of his or her personal data, in case the Affiliate Partner wants to provide BlockState with contact details of potential Investors according to § 3.2 of these Terms & Conditions.
§9 – Taxation
The clarification of the question whether the Affiliate Partner Rewards give rise to taxation (e.g. sales tax, income tax) on behalf of the Affiliate Partner as well as any required tax payment, is incumbent solely on the Affiliate Partner. We recommend the Affiliate Partner to contact tax professionals or the relevant tax authorities for clarification in this regard.
§10 – Liability
10.1. The liability of the parties, also for vicarious agents, is limited to intent and gross negligence. This does not apply in the case of damages resulting from injury to life, body or health or in the case of breach of cardinal obligations.
The above limitation of liability shall also apply in favour of our employees, representatives, organs and vicarious agents.
10.2. The Affiliate Partner releases BlockState from all claims of interested parties or other third parties on first request, which result from a breach of duty or from a violation of legal obligations of the Affiliate Partner, his employees, freelancers, representatives or other vicarious agents under these Terms & Conditions.
§11 – Miscellaneous
11.1 These Terms & Conditions set forth the entire agreement and understanding of BlockState and the Affiliate Partner relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. Any provision of these Terms & Conditions may be amended, waived or modified unilaterally by BlockState.
11.2 In the event one or more of the provisions of these Terms & Conditions is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions operate or would prospectively operate to invalidate these Terms & Conditions, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision and the remaining provisions will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
11.3 All rights and obligations hereunder will be governed by, construed and enforced in accordance with the laws of Switzerland, without regard to the conflicts of law provisions or principles (whether of Switzerland or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
11.4 The competent courts for jurisdiction for all disputes arising from or in connection with these Terms & Conditions are those of the city of Zug.