Token Sale Terms & Conditions | Legal

This Token Sale Terms & Conditions was last updated on 23 November 2023.

This Token Sale Terms & Conditions governs the purchase of cryptographic tokens (“Tokens“) from AfriVest Token Proprietary Limited, a company registered in the Republic of South Africa (the “Company“). This document does not solicit investment and does not pertain to an offering of securities in any jurisdiction. Instead, it details the token sale process for AfriVest’s digital assets.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE TOKENS FROM THE COMPANY. BY PURCHASING TOKENS FROM THE COMPANY, YOU AGREE TO BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT info@afrivest.org. By purchasing Tokens, to the extent permitted by law, you agree not to hold the Company or the AfriVest Team liable for any losses or damages arising from or connected to the sale of Tokens.

CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS are complex and carry significant risks. You should carefully consider these terms and consult with legal, tax, and accounting professionals as necessary. If you do not have the requisite experience or expertise, or if any of the following terms are unacceptable to you, you should not purchase Tokens.

Conditions of the Token Sale

The Purchaser agrees to buy, and the Company agrees to sell, the Tokens under the following terms:

You are not eligible to purchase Tokens if you are a citizen, resident (tax or otherwise), or green card holder of a country/jurisdiction on a high-risk watch list.
By purchasing Tokens, you affirm that:
- The Company has not provided investment advice regarding Tokens;
- You understand the risks associated with cryptographic tokens and blockchain-based systems;
- You are legally permitted to receive and hold Tokens;
- You will provide necessary information and documentation for the purchase and allocation of Tokens;
- The information you provided to the Company is accurate and not misleading;
- You will fulfill any additional information requirements for legal, regulatory, and contractual obligations;
- You are of legal age and legally capable of purchasing Tokens;
- You assume responsibility for risks associated with holding Tokens;
- Acquiring Tokens is not a regulated investment in your jurisdiction;
- You will not use Tokens for illegal purposes;
- You waive participation rights in class action lawsuits or arbitrations against entities or individuals involved with the Token sale;
- Your acquisition of Tokens does not equate to purchasing shares or ownership in any company or entity;
- The Company, acting in good faith, makes no warranty about the future success of Tokens and/or the Stellar Network;
- Tokens are provided on an “as is” and “under development” basis without warranties of any kind;
- You bear responsibility for determining the tax implications of your actions related to Tokens.

2. Overview of Afrivest’s Token Sales

AfriVest issues various cryptographic tokens, each tailored for specific operational and utilization purposes within the diverse range of projects and services offered by AfriVest. The details of each token, including its unique role and functionality within the AfriVest ecosystem, are outlined in the respective whitepapers and tokenomics sections. These documents are available on the Asset page of the AfriVest website.

Each token launched by AfriVest has its unique attributes and utility as defined in its specific whitepaper. The whitepapers provide in-depth information about the operational framework and the strategic use of each token. They are essential resources for understanding the token’s integration into AfriVest’s ecosystem and its backed assets.

Regarding the tokenomics, including the total supply, distribution, and usage specifics, each token has its individual parameters and guidelines. These details are meticulously laid out in the tokenomics section for each token, ensuring transparency and clarity for potential purchasers and token holders.

The Company reserves the right to make strategic decisions regarding the selection and management of underlying assets backing each token. This is done with the utmost consideration for regulatory and legal compliance and the overall welfare of the AfriVest ecosystem. In certain instances, this may include the discretion to modify asset allocations or prevent the acquisition of specific assets if deemed necessary for the token’s stability and compliance.

The total supply of each token is fixed and defined within its token sale period. Post the conclusion of the sale, no additional tokens will be issued, ensuring a controlled and predetermined circulation in the market. Ownership of these tokens during the sale period carries no express or implied rights and purchases are generally non-refundable.

This section of the document provides a broad overview of AfriVest’s approach to token sales. For detailed information, including the specific attributes and regulatory compliance of each token, purchasers and interested parties are encouraged to refer to the individual whitepapers and tokenomics sections available on the AfriVest website.

3. Token Pricing

For each token sale conducted by AfriVest, the pricing of tokens will be determined based on a set of criteria outlined in the specific whitepaper and tokenomics for that token. These criteria ensure that the pricing is aligned with the token’s utility, market demand, and the overarching strategic goals of AfriVest.

General Pricing Structure:

Initial Offering: During the initial offering phase, which may include an Initial Dex Offering (IDO) or similar launch event, tokens will be priced at a rate specified in the respective token’s whitepaper. This rate will be influenced by various factors including market analysis, the token’s utility, and projected demand.
Post-Launch Pricing: Following the initial offering period, tokens will be available for purchase on various exchanges. The pricing at this stage will reflect the audited rate at the time, taking into account market dynamics and other relevant economic factors.

Exchange Rate Mechanism:

The pricing of AfriVest tokens against other currencies, such as the US Dollar or cryptocurrencies like XLM (Stellar Lumens), will be dynamically set. This ensures that the token prices are responsive to market conditions and provide fair value to both the purchasers and the ecosystem.
For each token sale, the specific exchange rate mechanism, including pairings such as XLM/USDC, will be detailed in the token’s whitepaper and tokenomics documents.

Token Distribution and Wallet Registration:

Purchasers of AfriVest tokens may be required to register an account on a designated platform, as part of the token distribution process. This will be clearly outlined in the sale terms for each token.
Upon completion of the exchange listing and the fulfillment of sale conditions, tokens will be distributed to the purchasers’ wallets on the specified platform.

The pricing and distribution mechanisms for AfriVest tokens are carefully structured to ensure transparency, fairness, and alignment with the overall strategic vision of AfriVest. For detailed information regarding the pricing, exchange mechanisms, and distribution process for each specific token, potential purchasers are encouraged to refer to the respective whitepapers and tokenomics sections available on the AfriVest website. These documents provide comprehensive insights into the valuation and transaction processes for each unique token offered by AfriVest.

4. Timing of Token Sales

AfriVest’s token sales are meticulously planned events, each with a specified start and end date. While the sale period for each token is predetermined and announced in advance, the Company reserves the right to modify these dates or extend the duration of the sale as necessary. Such changes may be due to various factors, including but not limited to technical issues, website unavailability, or other unforeseen security or procedural concerns.

Transparency in Token Sales:

Real-Time Updates: In alignment with our commitment to transparency, AfriVest will provide real-time updates on the Website regarding the progress of each token sale. This includes the total number of tokens sold and the distribution of tokens among participating accounts.
Public Information: The accounts used for storing cryptocurrencies (like XLM or others, depending on the specific token sale) will be publicly accessible. Their balances will be regularly updated and displayed on the Website for the duration of the token sale. This ensures that all stakeholders have access to clear and transparent information about the sale’s progress.
Shareholder Allocation: In keeping with our principle of openness, AfriVest will also disclose the proportion of tokens allocated to the shareholders of the Company. This information will be constantly updated on the Website throughout the sale.

Each token sale conducted by AfriVest is governed by a set of clearly defined timelines and guidelines, ensuring that all participants are well-informed and the process is transparent. The specific details, including the timing and procedural aspects of each token sale, are outlined in the respective whitepapers and tokenomics documents available on the AfriVest website. Potential participants are encouraged to refer to these documents for the most accurate and up-to-date information regarding any ongoing or upcoming token sales.

5. After the Token Sale

Following the conclusion of AfriVest’s token sales, purchasers should understand that their acquisition of tokens does not grant them any influence or governance rights over the operations of the Company.

Post-Sale Processes and Transparency:

Asset Acquisition: Upon the successful completion of each token sale, the digital assets backing the tokens will be acquired transparently. This process ensures that the value and stability of the tokens are grounded in tangible assets.
Regular Audits: To maintain transparency and trust, AfriVest will conduct regular audits on the digital assets backing each token. These audits will verify the existence and acquisition of the digital assets associated with the tokens.
Audit Access and Verification: Purchasers will be provided access to the audit results. This access serves to confirm that the digital assets backing their tokens have been properly acquired. It is important to note that access to these audit results neither serves as a purchase receipt nor implies any rights to or ownership of the purchased tokens beyond their stated use and utility.

Responsibilities of Token Holders:

Resale Compliance: In the event that a purchaser decides to sell their tokens post-sale, it is their responsibility to ensure that any buyer of the tokens agrees to comply with all the terms and conditions set forth by AfriVest. This ensures that all parties involved in the transaction adhere to the same standards and understandings that governed the initial sale.

The post-sale period of AfriVest’s token sales is characterized by a commitment to transparency and strict adherence to the established terms and conditions. Regular audits and clear communication are central to maintaining trust and integrity in the token’s value and utility. All participants in the token ecosystem, whether original purchasers or subsequent buyers, are expected to uphold the principles and guidelines detailed by AfriVest. For more detailed information regarding the post-sale processes and the responsibilities of token holders, refer to the specific whitepapers and terms and conditions associated with each token available on the AfriVest website.

6. Token Private Sale

AfriVest’s approach to token distribution includes a phase known as the Token Private Sale. This phase is a crucial part of our token launch strategy, where tokens are made available to a select group of early investors, typically before the public sale or Initial Dex Offering (IDO). The Token Private Sale is designed to secure initial funding and interest in the token, paving the way for broader market introduction.

Key Characteristics of the Token Private Sale:

Limited Access: The Private Sale is exclusive, typically open to a select group of investors. These may include early backers, institutional investors, venture capitalists, or other parties with a significant interest in the project.
Preferential Pricing: Tokens in the Private Sale are often offered at a preferential rate compared to the public sale. This acts as an incentive for early investment and acknowledges the risk undertaken by early backers.
Minimum Investment Requirement: There may be a minimum investment threshold for participants in the Private Sale, reflecting the focused nature of this phase of the token launch.
Early Involvement Benefits: Participants in the Private Sale often have the opportunity to be more involved in the project’s development, providing feedback and suggestions.

Governance and Compliance:

Adherence to Regulations: The Private Sale is conducted in strict compliance with relevant legal and regulatory frameworks to ensure the legitimacy and security of the investments.
Confidentiality Agreements: Participants in the Private Sale may be required to sign confidentiality agreements, particularly when sensitive information about the project is disclosed.

Post Private Sale Obligations:

Lock-up Periods: Tokens purchased during the Private Sale may be subject to a lock-up period, during which they cannot be sold. This is to ensure stability in the token’s value and to align the interests of early investors with the long-term success of the project.
Compliance with Terms of Sale: Investors in the Private Sale are bound by specific terms and conditions that govern their purchase. These terms include compliance with ongoing regulatory requirements and any project-specific stipulations.

The Token Private Sale is an essential component of AfriVest’s token launch strategy, offering early investors the opportunity to participate in the project’s growth from an early stage. It combines the benefits of preferential pricing and early involvement with a commitment to compliance and investor responsibility. For more detailed information about participating in a Private Sale, including terms, conditions, and eligibility criteria, interested parties should refer to the specific details outlined in the whitepapers and token sale documents available on the AfriVest website.

7. All Purchases of Tokens are Final

ALL PURCHASES OF TOKENS ISSUED BY AFRIVEST ARE FINAL. PURCHASES OF THESE TOKENS ARE NON-REFUNDABLE. BY PURCHASING TOKENS, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS, OR SHAREHOLDERS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

Should the Company, in its sole discretion, determine that the ownership of its tokens by any individuals or entities presents material regulatory or legal risks, or adverse effects for the Company and/or its tokens, the Company reserves the right to: (A) repurchase all relevant tokens from such owners at the current market price, and/or (B) sell all cryptocurrency assets of the Company.

Taxation of Tokens and Related Token Sale:

It is the sole responsibility of the Purchaser to ascertain if the purchase of tokens with cryptocurrencies (such as XLM, USDC, or others depending on the token sale) or the potential appreciation or depreciation in the value of these tokens over time has tax implications in the Purchaser’s home jurisdiction. By purchasing tokens, to the extent permitted by law, the Purchaser agrees not to hold the Company, its affiliates, shareholders, directors, or advisors liable for any tax liability associated with or arising from the purchase of these tokens.

This section outlines the finality of purchasing tokens from AfriVest and the responsibilities of the Purchaser regarding the understanding and handling of any tax implications. For more detailed information, purchasers should refer to the specific terms and conditions provided in the whitepapers and token sale documents for each token, available on the AfriVest website.

8. Tokens are Minted on the Stellar Blockchain

AfriVest’s tokens are minted on the Stellar blockchain, reflecting our commitment to employing advanced and secure technology. The Stellar blockchain, known for its speed, efficiency, scalability, and low transaction costs, is an ideal platform for the creation and management of digital assets.

Adherence to Stellar Development Foundation (SDF) Rules:

Compliance with SDF: Token holders must adhere to the rules and regulations set forth by the Stellar Development Foundation (SDF). This ensures that all activities related to the tokens align with the standards and guidelines of the Stellar network.
Updates According to Stellar Ecosystem Protocols: AfriVest is dedicated to updating its tokens in accordance with the latest Stellar Ecosystem Protocols and Protocol versions. This includes integrating smart contract functionalities through Soroban, Stellar’s smart contract platform, ensuring that our tokens remain at the forefront of blockchain technology advancements.

Stellar’s Consensus Protocol:

Consensus Protocol: Stellar uses the Stellar Consensus Protocol (SCP), a unique consensus mechanism that ensures fast and secure transaction processing. Unlike traditional blockchain consensus models, SCP provides quicker confirmation times and reduced energy consumption, making it more efficient and eco-friendly.

Understanding Trustlines:

Definition of a Trustline: A Trustline on the Stellar network is a mechanism that allows users to hold and transact in different types of assets issued on the Stellar blockchain. It represents an agreement between the account holder and the issuer of the asset to trust the issuer to hold and redeem the asset when requested.
Functionality: To hold a token or asset issued on the Stellar network, an account holder must establish a Trustline with the issuer of that token. This Trustline signifies that the account holder trusts the issuer up to a certain amount and is willing to receive and hold the asset in their Stellar wallet.
Asset Holders and Trustlines: For asset holders, setting up a Trustline is an essential step in managing digital assets on the Stellar network. It not only enables the holding of various assets but also facilitates trading and transactions within the Stellar ecosystem.

By minting tokens on the Stellar blockchain and adhering to the rules set out by the SDF, AfriVest ensures that its digital assets are secure, efficient, and globally accessible. Our commitment to staying updated with Stellar Ecosystem Protocols, including the integration of smart contract capabilities through Soroban and adherence to the SCP, positions our tokens at the forefront of blockchain innovation. Token holders are encouraged to establish Trustlines for a seamless experience in managing and transacting these digital assets. For detailed information about each token, including specific functionalities and compliance requirements, please refer to the individual whitepapers and tokenomics documents available on the AfriVest website.

9. Privacy

The privacy of our purchasers is of utmost importance to AfriVest. Purchasers may receive informational emails from the Company, but these communications will be strictly informational. The Company will never request personal or sensitive information via email. For comprehensive details on how we handle and protect personal data, purchasers and interested parties are encouraged to review our Privacy Policy, which is available on our website.

10. Force Majeure

AfriVest acknowledges that certain events beyond our control may impact our ability to perform obligations. These events, known as force majeure, include but are not limited to:

Unavoidable casualties,
Delays in material deliveries,
Embargoes,
Government orders,
Acts by civil or military authorities,
Acts by common carriers,
Emergency conditions including weather conditions,
Security issues arising from the utilized technology.

In the occurrence of such force majeure events, the affected party may choose to suspend the Terms, in whole or in part, for the duration of the event. The party experiencing force majeure is expected to cooperate and assist the other party in minimizing the impact of these circumstances as much as possible.

11. Disclaimer of Warranties

THE PURCHASER AGREES THAT THEY ARE PURCHASING TOKENS AT THEIR OWN RISK. THE TOKENS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THIS INCLUDES BUT IS NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THAT SUCH DISCLAIMERS ARE PERMITTED UNDER APPLICABLE LAW.

AfriVest does not warrant that the process for purchasing tokens will be uninterrupted or error-free.

12 Limitations Waiver of Liability

THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO DAMAGES OR INJURY CAUSED BY OR RELATED TO THE USE OF, OR INABILITY TO USE, TOKENS. NONE OF THE AFRIVEST TEAM SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, OR DATA ARISING OUT OF THE USE OR PURCHASE OF TOKENS. THIS LIABILITY CLAUSE APPLIES TO ALL ACTIONS, REGARDLESS OF THE FORM OF ACTION, BE IT WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE TOTAL LIABILITY OF THE AFRIVEST TEAM TO ANY PURCHASER SHALL NOT EXCEED THE AMOUNT PAID BY THE PURCHASER TO THE COMPANY FOR THE PURCHASE OF TOKENS. Certain jurisdictions may not allow some limitations of liability, so some of these limitations may not apply depending on the purchaser’s jurisdiction. Nothing in these Terms shall affect the statutory rights of any purchaser or exclude liability for wilful misconduct or fraud of the AfriVest Team.

13. Complete Agreement

These Terms constitute the entire agreement between the Purchaser and the Company regarding the purchase and sale of tokens. The Purchaser should rely solely on these Terms for making purchase decisions. This agreement supersedes any public statements about the token sale made by third parties or by the AfriVest Team or individuals associated with AfriVest, past and present.

14. Severability

If any portion of these Terms is deemed illegal or unenforceable, that provision shall be ineffective to the extent of such invalidity or unenforceability in that jurisdiction, without affecting the validity or enforceability of the remaining provisions.

15. No Waiver

The failure of the Company to enforce any provision of these Terms or to exercise any right shall not be construed as a waiver of such provision or right. Any waiver by the Company of any provision or condition of these Terms shall not constitute a waiver of future obligations to comply with such provision or condition.

16. Updates to the Terms

The Company reserves the right to modify these Terms at any time during the sale by posting the amended Terms on the Website. Purchasers are deemed to have accepted changes by purchasing tokens.

17.Cooperation with Legal Authorities

The Company will cooperate with law enforcement inquiries, subpoenas, or requests that are legally justified and documented in the relevant jurisdictions.

18. Indemnification

Purchasers agree to indemnify and hold harmless the AfriVest Team from claims related to their purchase or use of tokens, their obligations under these Terms, violations of these Terms, or violations of any rights of any other person or entity.

19. Security

Purchasers are responsible for securing their storage mechanism for tokens, including private keys or other access credentials. The Company is not responsible for any losses due to lost access credentials.

20. Language

Only English versions of AfriVest communications are considered official. In case of translation discrepancies, the English version prevails.

21. Governing Law

These Terms are governed by and construed in accordance with English law.

22. Arbitration

Disputes arising from these Terms will be resolved by arbitration under the LCIA Rules. Arbitrations will be conducted in English in London. Disputes are personal and will be resolved through individual arbitration, not in class arbitration, class action, or any representative proceeding.