Additional Terms of Service for Sellers
These Additional Terms of Service for Sellers regulate the sale of the Future Tokens by the Seller, and these Additional Terms of Service for Sellers are legally binding. In case of any questions that are not explicitly addressed or regulated by this Additional Terms of Service for Sellers, the General Terms of Service for Clients/Sellers shall apply. In the event of a conflict or ambiguity between this Additional Terms of Service for Sellers and the General Terms of Service for Clients/Sellers, the provision(s) contained in this Additional Terms of Service for Sellers shall prevail and supersede the provision(s) contained in the General Terms of Service for Clients/Sellers. Any capitalised terms shall have the same meaning as are defined in the General Terms of Service for Clients/Sellers.
1.Selling Future Tokens
1.1.Subject to the terms set out herein and in the General Terms of Service for Clients/Sellers, the Seller may offer and sell its Future Tokens to the Purchasers. In order to sell the Future Tokens to the Purchasers, the Seller shall be required to allocate at least USD 10,000 (United States Dollars Ten Thousand) worth of its Future Tokens value. The terms and conditions for each sale and purchase of the Future Tokens will be determined by the respective Seller, except for the main terms which contain necessary authorization for SeedHunter as a facilitator of transactions under the SAFT Agreement. Any transaction and relationship related to the sale and purchase of the Future Tokens shall exist exclusively and directly between the Seller and the Purchaser, whereby SeedHunter merely provides certain technical infrastructure to facilitate such sale and purchase, and shall not be a counterparty to the transaction or legal relationship between the Seller and the Purchaser. In no event shall SeedHunter be responsible for or held liable in connection with any loss or damage of any sort incurred by the Seller as the result of, or in connection with the sale of the Future Tokens and the SAFT Agreement. The Seller may offer and sell its Future Tokens only during the Funding Round. In the event, there are no available Future Tokens for sale during the Funding Round period, the Seller shall promptly inform SeedHunter in writing. In the event, the Seller wishes to conclude the Funding Round, either at any time before the TGE or upon occurrence of the TGE, the Seller shall provide a written notice to SeedHunter at least seven (7) calendar days prior to such conclusion. In addition, if the TGE does not occur during the Funding Round, the Seller shall promptly provide SeedHunter with a written notice stating reasons why the TGE has not or will not occur.
1.2.Upon conclusion of the Funding Round, the Seller and SeedHunter shall enter into the Release Agreement before releasing the Total Purchase Price by SeedHunter to the Seller. The Seller acknowledges and agrees if the Seller does not enter into the Release Agreement with SeedHunter, the SAFT agreements shall be automatically terminated and SeedHunter will refund the Purchase Price to the respective Purchasers, subject to terms of these Additional Terms of Service for the Seller and the General Terms of Service for Clients/Sellers. Subject to the terms set out herein and in the General Terms of Service for Clients/Sellers, the Seller may conduct multiple different Future Tokens sale rounds on the Platform ( i.e. pre-seed round, seed sale round, and private sale round). SeedHunter may, at its sole discretion, offer ancillary services (as part of SeedHunter Services) to the Seller, in consideration of the SeedHunter Service Fee.
1.3.You represent and warrant that your Future Tokens will serve as utility tokens and will not be regarded or classified as security tokens of financial instruments under any applicable laws or regulations. If you fail to meet this requirement, you shall not be permitted to sell your Future Tokens.
2.Agreements between Seller and Purchaser
2.1.We will provide the Seller with the General T&C template designed for use between the Seller and the Purchaser. You should utilize the General T&C template and engage a legal professional to complete the General T&C within the Platform, tailored to your requirements. You shall ensure that the terms of the General T&C are clear, transparent, and fair. In addition, we will utilize the Sale and Purchase Agreement template (in accordance with clause 2.5. below). The Sale and Purchase Agreement template is included in these Additional Terms as Exhibit B for your review. The information, agreements, forms, and other resources available on or through the Platform or as part of the SeedHunter Services are provided in no way and shall not be considered a substitute for the advice of a lawyer.
2.2.We are not a law firm and do not engage in the practice of law. Nothing on the Platform should be construed as an attempt to offer or render legal services and our employees are not acting as your counsel. No part of the SeedHunter Services should be applied to any specific or general factual situation. Use of the Platform or the SeedHunter Services does not create or constitute an attorney-client relationship.
2.3.All sample templates and related provided materials, if any, made available as part of the SeedHunter Services do not constitute any legal, financial or commercial advice and are provided on an informative and “AS IS” basis without any express or implied representations, warranties or guarantees of any kind. We do not suggest to use of any such materials without additional qualified legal, tax or other professional advice nor represent or warrant that any content and information made available on the Platform is reliable, current, error-free or detect-free, meets your requirements, or that any defects will be corrected.
2.4.All information, agreements, and forms, uploaded or filled out by the Seller should be filled in to meet all the applicable laws and regulations that apply to the Seller. You acknowledge and agree that you are using any and all information, agreements, forms, and other resources available as part of the SeedHunter Services or through the Platform at your own risk.
2.5.The Seller grants us, as a facilitator of a transaction between the Seller and the Purchaser, authorization to fill out and complete the Sale and Purchase Agreement (which includes agreement details such as, inter alia, information about the Purchaser, Purchaser’s Payment Wallet Address, Token Name, Purchase (Token) Amount, Purchase Price per Token, total Purchase Price and cryptocurrency) using the information provided by both the respective Purchaser and the Seller. If the Purchaser agrees with the terms of the Sale and Purchase Agreement, they must express their acceptance by clicking the “I ACCEPT AGREEMENT” button. Please note that we shall not be responsible for any errors, mistakes, or discrepancies made in the Sale and Purchase Agreement, the onus lies with the Purchaser to ensure the accuracy of all agreement details.
3.Release of the Purchase Price to the Seller
3.1.The Purchasers shall transfer the Purchaser Price to SeedHunter in accordance with the terms of the SAFT Agreement. The Purchase Price will be held by us on behalf of the Purchaser and the Seller. While the Purchase Price is held by us, you will not have the ability to withdraw, use, or transfer the Purchase Price. No interest will accrue on the Purchase Price, and we shall have no liability for the Purchase Price fluctuations and any such risks shall be solely borne by you. Please note that the Platform utilizes the infrastructure of a third-party wallet service provider for processing and managing transactions. We do not operate or maintain our own wallet infrastructure. Consequently, while we strive to ensure a secure and seamless experience for our Users, we cannot be held responsible for any issues, technical glitches, or security concerns related to the third party.
4. Refund of the Purchase Price. We will refund the Remaining Purchase Price to the Purchasers only in one of the following events:
A. If the refund is required in accordance with the SAFT Agreement between the Seller and the Purchaser;
B. If the Seller fails to enter into the Release Agreement with us; or
C. If the TGE does not occur during the Funding Round and the Total Purchase Price has not been released by SeedHunter to the Seller.
5. Commission and SeedHunter Service Fee
5.1. Commission. We charge a certain percentage of Commission from you from the Total Purchase Price. Our commission is due and deductible upon release of the Total Purchase Price, subject to the Terms, these Additional Terms, and SeedHunter Service Agreement.
5.2. SeedHunter Service Fee. In addition to the Commission, if you agree to utilize our ancillary services (as part of SeedHunter Service), we charge a certain percentage of your Future Tokens from the Future Tokens advisory allocation total supply (the “SeedHunter Service Fee”).
5.3. The Parties shall negotiate the percentage of the Commission and the SeedHunter Service Fee in good faith. However, the other terms of the SeedHunter Service Agreement are not negotiable. You acknowledge and agree that our Commission should not be deducted from the Purchase Token Amount to be issued to each Purchaser. You must issue and transfer the full Purchase Token Amount, as specified in each SAFT Agreement, without any deductions.
EXHIBIT A
EXHIBIT B
SALE AND PURCHASE AGREEMENT TEMPLATE
EXHIBIT C
SEEDHUNTER SERVICE AGREEMENT TEMPLATE (without ancillary service)
SEEDHUNTER SERVICE AGREEMENT TEMPLATE (with ancillary service)