Peregrine Crowdsale

Terms and Conditions

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Terms and Conditions
The Peregrine Foundation Pre-Initial Coin Offering and Initial Coin Offering
28th December 2017

1. Principles 


1.1 By transferring Ether (“ETH”) to the Smart Contract System (ethereum network contract ID: 0x9AEefDA05C2289DDF8dE4fa2E44991a66c892f8d) and/or calling the corresponding function of the Smart Contract System creating Peregrine Coins/Tokens (“PER”), the User understands and accepts that he/she/they make(s) a contribution into a Smart Contract System for the development of The Peregrine Foundation and the entities of the Peregrine Business Network (“Contribution”), hereby collectively known as the Peregrine Project (“Peregrine Project”) as further described in the Peregrine Foundation Whitepaper, PeregrineCoin Pre-ICO Whitepaper (“Whitepapers”). For the Whitepapers and/or further information on the Peregrine Project, visit: https://www.peregrinecoin.io. The information contained in the Whitepapers and on the website, are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of the Terms as set forth under para 1.5 below. 


1.2 The User understands and accepts that while the Trustees, individuals and/or other appointed entities of the Peregrine Project assigned to this task will make reasonable efforts to develop and complete its stated goals as per the Whitepapers, it is possible that such development may fail and User’s PERs become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also section 5 regarding Risks). 


1.3 The User is also aware of the risk that even if all or parts of the Peregrine Project are successfully developed and released in full or in parts, due to a lack of public interest, the Peregrine Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that the transfer of ETH to the Smart Contract System and the creation of PER by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created PER if any, and attributed features of the Peregrine Project).


1.4 The User furthermore understands and accepts that - as the creation of the PER as well as the assignment of the execution of The Peregrine Project are smart contract based - the terms and conditions applicable thereon are set forth in the Smart Contract System Code, existing on the Ethereum blockchain (contract ID: 0x9AEefDA05C2289DDF8dE4fa2E44991a66c892f8d) with the original source code available at: https://gist.github.com/duckyboo83/38b07f500374c111cb189df6428ca8cc. To the extent the terms contained herein or in any other document or communication contradict to the ones set forth in the Smart Contract System, the terms of the Smart Contract System prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to the Peregrine Project or publisher of these terms or developer of the Smart Contract System and/or any other person, and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Peregrine Project beyond those set forth in the Smart Contract System. 


1.5 By transferring ETH to the Smart Contract System the User expressly agrees to all of the terms and conditions set forth in Smart Contract System Code existing on the Ethereum blockchain (at the addresses set forth under section 1.4) and in this document (together the “Terms”), which is incorporated by reference herein. The User further confirms to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating PER and contributing into a Smart Contract System for the development of The Peregrine Project. 


1.6 This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System. 


1.7 By transferring ETH to the Smart Contract System and/or receiving PER, no form of partnership, joint venture or any similar relationship between the Users and The Peregrine Foundation and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of The Peregrine Project is created. 


1.8 The Contribution into the Smart Contract System will not involve any fiat currencies and will strictly be done in cryptocurrencies (ETH). 


2. PER Creation Function


2.1 Usage License; No Ownership, Revenue or Governance Rights 


2.1.1 Usage License: Ownership of PER carries no rights express or implied, to utilise, gain access and/or possess ownership to any decentralised applications or other platforms developed by, and/or belonging to the Peregrine Project (“Peregrine Platform”) if and to the extent The Peregrine Project has been successfully completed and launched. 

 

2.1.2 No Ownership, Revenue or Governance Rights: In particular, the User understands and accepts that PER does not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to The Peregrine Project in general, including The Peregrine Foundation and/or the Peregrine Business Network. 

 

2.2 Contribution 

 

2.2.1 Contribution Cap: The Smart Contract System has a cap of 5,600,000,000 PERs that can ever be minted (80% of total supply of PER) from the date of its initial deployment of the ethereum network. 


2.2.2 Creation Rate: The Smart Contract System will allocate 1500 PER for every Contribution of 1 ETH during the pre-ICO period, which may be adjusted to 790 PER for every 1 ETH Contribution during the main ICO. The Peregrine Foundation and/or its Trustee(s) reserves the right to adjust the exchange rate at any time, without due notice, by calling a function on the smart contract which explicitly allows this change.


2.2.3 Contribution Period: The Contribution Period starts with the deployment of the Smart Contract System and lasts for 3 months for the pre-ICO and as yet to be determined period for the main ICO. The Peregrine Foundation and/or its Trustee(s) reserves the right to lengthen or shorten this period, or to terminate it without due notice.


2.2.4 Creation and Allocation of PER: The creation and allocation of PER by the Smart Contract System is initiated by the User sending an amount of ETH to the Smart Contract System, located on the Ethereum blockchain at the address set forth under para 1.4, which triggers a smart contract operation. The Smart Contract System creates and allocates the corresponding PER to the User’s ETH wallet address, from where the ETH were sent from. The User must ensure to make his/her contribution using an ETH address to which the Smart Contract System can send back PER and/or ETH (e.g. not an address of a currency exchange such as Coinbase, Poloniex etc.). Users must ensure that ETH contributions are sent from an ETH address whereby the User has easy access to the private keys (e.g. not from an exchange address, or from Hierarchal Deterministic (HD) wallets such as Jaxx). Issuance of PER (meaning that respective entries of the Public Key (PUK) of the User) are made by the Smart Contract System on the blockchain according to the allocation information in the Smart Contract System. The User accepts that that sending ETH from an ETH address whereby the User has no easy access to the ETH wallet private key(s) will result in the User losing access to his/her/their PERs for which The Peregrine Foundation nor its associated entities and/or individuals can be liable for.


2.2.5 No Refund: The User understands and accepts that all Contributions for PER are final and may not be reversed. The User therefore shall ensure to make his/her/their Contribution using an ETH address to which the Smart Contract System can send back PER and/or ETH to (e.g. not an address of a currency exchange like Coinbase, Poloniex etc.). Other Contributions are non-refundable. By contributing for PER, the User acknowledges that he/she/they has/have no right to request a refund for any reason, and that the User will not receive money or other compensation for any PER that is not used or remains unused. 

 

2.2.6 Ensure to use the original Smart Contracts: Only the Smart Contract existing at the address and contract ID set forth under para 1.4 will issue PER during the Contribution Period. To the extent that any third-party website, service or smart-contract offers PER during the Contribution Period and/or facilitates the allocation or transfer of PER in any way during or after the Contribution Period, such third-party websites or services are, unless explicitly mentioned on https://www.peregrinecoin.io, are not authorised by The Peregrine Foundation and/or its Trustees, and/or its associated individuals, and have no relationship in any way with The Peregrine Project. 

 

2.2.7 Early Termination of the Contribution Period: During the Contribution Period, The Peregrine Foundation and/or its Trustees, and/or its associated individuals may at any time stop the contribution function at its own discretion and thereby end the Contribution procedure, in particular for security reasons. 


2.3 Pre-Allocation of PER

 

2.3.1 The User understands and accepts that a maximum of 20% of the amount of PER will be pre-allocated to the founders, trustees and/or team members of The Peregrine Foundation.• First 6 months upon the end of the Main ICO Contribution Period: No transfers of PER possible; • Next 6 months: 1/4 of PER transferable; • After 1 year: another 1/4 of PER transferable; • After 2 years: remaining amount of PER transferable; 

 

2.4 PER Functionality 

 

2.4.1 PER are only for use in connection with The Peregrine Project under the terms of the Smart Contract System and only constitute a transferable representation of attributed functions specified in the Smart Contract System. 

 

2.4.2 PER is a usage token, which enables Users to participate and engage with the functions and projects of the Peregrine Foundation and Peregrine Business Network as a preferred currency, means of exchange and settlement.  Furthermore, certain governance functions may be implemented. If such governance functions exist, at least at the beginning, The Peregrine Foundation and/or its Trustees have the final decision power regarding all matters discussed. 

 

2.4.3 The User understands and accepts that a governance mechanism, an inflation mechanism (e.g. for staking rewards etc.) may be implemented in the future if deemed necessary by The Peregrine Foundation for the greater good of the Peregrine Project in general.

 

2.4.4 Ownership of PER carries no rights express or implied other than the right to use PER as a mean to enable usage of and interaction with and within the Peregrine Project, if successfully completed and deployed. Beyond this, ownership of PER carries no rights express or implied. In particular, User understands and accepts that he has no right to claim as holder of PER any intellectual property rights, equity or equivalent rights or any other form of participation in or relating to the Peregrine Project, The Peregrine Foundation and/or the Peregrine Business Network. 

 

2.5 Representation and Warranties of User 

 

2.5.1 By transferring ETH to the Smart Contract System, the User represents and warrants that:

 • the User is not a citizen or resident of a country, whose legislation conflicts with the present allocation of PER and/or the Peregrine Project in general; 
• the User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems; 
• the User understands and accepts that there is no warranty or assurance that the network of miners will allocate the PER to the Users as proposed by these Terms. The User understands and accepts that the consensus mechanism securing the Ethereum Network may change in the future, and the stakeholders who are in control of the Network may also change as a result. 
• the User has carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth under para 1.4 and fully understands and accepts the functions implemented therein; 
• the User is legally permitted to transfer ETH to the Smart Contract System, and obtain PER in the User’s jurisdiction; 
• the User will contribute ETH from a wallet respectively within a wallet or wallet service provider that technically supports the PER. User understands and accepts, that failure to assure this may have the result that User will not gain access to his PER; 
• the User understands and accepts, that if he/she/they exceeds the Contribution Ceiling as described within para 2.2.1, the total amount of his Contribution will not be accepted by the Smart Contract System. The User further understands and accepts, that in such case the Gas necessary for the transaction will be lost;
• the User is of a sufficient age to legally create and obtain PER in his/her/their jurisdiction(s); 
• the User will take sole responsibility for any restrictions and risks associated with the creation of PER by the Smart Contract System as set forth below; 
• the User is not submitting ETH to the Smart Contract System to obtain PER for the purpose of speculative investment; 
• the User is not obtaining or using PER for any illegal purposes; 
• the User is contributing ETH to the Smart Contract System primarily to support the development, testing, deployment and operation of the Peregrine Project, being aware of all possible commercial risks;
• the User waives the right to participate in a class action lawsuit or a class-wide arbitration against the Peregrine Foundation, its Trustees, and any individual involved with the Peregrine Project; 
• the User understands the creation of PER does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

• the User understands that the transfer of ETH to the Smart Contract System, the creation of PER and the development of the Peregrine Project carries significant financial, regulatory and reputational risks; 
• the User understands and expressly accepts that there is no warranty whatsoever on PER, the Smart Contract System and/or the success of the Peregrine Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and PER are created and obtained at the sole risk of the User on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose; 
• the User understands that the User has no right against any other party to request any refund of the ETH submitted to the Smart Contract System for the creation of the PER under any circumstance; and that 
• the User understands with regard to PER no market liquidity may be guaranteed and that the value of PER over time may experience extreme volatility or depreciate in full; 
• the User understands that the User bears the sole responsibility to determine if the User’s contribution to the Smart Contract System for the development of the Peregrine Project, the transfer of ETH to the Smart Contract System, the creation, ownership or use of PER, the potential appreciation or depreciation in the value of PER over time (if any), the allocation of PER and/or any other action or transaction related to the Peregrine Project may have tax implications for the User; by creating, holding or using PER, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors, trustees or founders) liable for any tax liability associated with or arising from the creation, ownership or use of PER or any other action or transaction related to the Peregrine Project. 

 

2.5.2 As part of the contribution process the User will use their own account (address) on the Ethereum network, with a private key associated to this address and password. The password is used to encrypt the User’s private key. Following the creation of PER by the Smart Contract System, the PER will be transferred to the User's address by the Smart Contract System. The User understands that the User must keep his password and private key safe and that the User may not share them with anybody. The User further understands that if his private key and/or password is lost or stolen, the User will not be able to generate a new password or recover his private key, and if the User also loses his private keys and password, the PER associated with the User's account (address) will be unrecoverable and will be permanently lost. Furthermore, the User understands that there is no recovery mechanism for lost keys and passwords, so no one will be able to help the User retrieve or reconstruct a lost password and private keys and provide the User with access to any lost PER. 

 

3. Peregrine Project Execution 


3.1 The User understands and accepts that the development and execution of the Peregrine Project may be assigned to third party contractors, and payment be made by way of releasing contributed ETH to the Smart Contract System to third-party contractors. Alternatively, contributed ETH may be converted first into fiat currency via an exchange, in order to make payment to contractors who only accept fiat currency. The Peregrine Foundation has the right to engage subcontractors to perform the entire or partial development and execution of the Peregrine Project. The scope of the development work will be triggered by the amount of Contributions received during the Contribution Period. The Peregrine Foundation and/or its Trustees, shall further have the right to assign the entire Peregrine Project including the Contributions received for its development to a third party. 


3.2 The User understands and accepts that for the purpose of the development and execution of the Peregrine Project, The Peregrine Foundation receives the full amount of ETH transferred to the Smart Contract System during the Contribution Period. This amount covers expenses, charges and other costs that may arise by the Peregrine Project and/or its subcontractors as part of development and execution. The Peregrine Foundation has the right to support and/or acquire other companies for the benefit of successfully executing the Peregrine Project. It remains at The Peregrine Foundation’s sole discretion to decide how to allocate the funds in order to develop and execute the Peregrine Project.

 
3.3 The User understands and accepts that the User may not have any expectation of influence over governance on the Peregrine Project. 

 

3.4 The User understands and accepts that the Peregrine Project will need to go through substantial development works as part of which it may become subject of significant conceptual, technical and commercial changes before release. User understands and accepts that as part of the development, an upgrade of the PER may be required (e.g. hard-fork of PER) and that, if the User decides not to participate in such an upgrade, he/she/they may no longer use his/her/their PER and that non-upgraded PER may lose their functionality in full. 

 

4. Audit of the Smart Contract System 


4.1 The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts. The technical experts have confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art. 

 

4.2 However, the User understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the User understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and the PER are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of ETH and/or PER.

 

5. Risks 

 

5.1 The User understands and accepts the risks in connection with transferring ETH to the Smart Contract System, and creating PER as exemplary set forth above and hereinafter. In particular, but not concluding, the User understands the inherent risks listed hereinafter: 

 

• Risk of software weaknesses: The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven, that the process for creating PER will be uninterrupted or error-free and that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH and/or PER. 
• Regulatory risk : The User understands and accepts that blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or the Peregrine Project, including its termination and the loss of PER for the User. 
• Risk of abandonment / lack of success: The User understands and accepts that the creation of the PER and the development of the Peregrine Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The User therefore understands that there is no assurance that, even if the Peregrine Project is partially or fully developed and launched, the User will receive any benefits through the PER held by him/her/them. • Risk associated with other applications: The User understands and accepts that the Peregrine Project may give rise to other, alternative projects, promoted by unaffiliated third parties, under which PER will have no intrinsic value. 
• Risk of loss of private key: PER can only be accessed by using an Ethereum wallet with a combination of User’s account information (address), private key and password. The private key is encrypted with a password. The User understands and accepts that if his private key file or password respectively got lost or stolen, the obtained PER associated with the User's account (address) or password will be unrecoverable and will be permanently lost. 
• Risk of theft: The User understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of PER and/or ETH, impacting the ability to develop the Peregrine Project. 
• Risk of Ethereum mining attacks: The User understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract System 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 Smart Contract System, expected proper execution and sequencing of PER transactions, and expected proper execution and sequencing of contract computations. 
• Risk of governance attacks and failure: The Contributor understands and accepts that the Peregrine Project may use an in-built decentralized governance system (“Governance System”). For these reasons, it is possible that the Governance System adopts proposals that have an adverse effect on the useful functioning of the Peregrine Project, as a whole, or a part thereof, and/or the value of PER. If the Governance System is attacked, or becomes controlled either directly or indirectly by some party who makes unwise decisions, or the community generally makes unwise decisions, the value of PER held by a Contributor might be greatly reduced or even permanently lost. 
• Risk of incompatible Wallet service: The User understands and accepts, that the wallet or wallet service provider used for the contribution, has to be technically compatible with the PER. The failure to assure this may have the result that User will not gain access to his/her/their PER.

 
6. Taxation 


6.1 The User bears the sole responsibility to determine if his/her/their contribution into the Smart Contract System for the development of the Peregrine Project, the transfer of ETH, the creation, ownership and/or use of PER, the potential appreciation or depreciation in the value of PER over time (if any), the allocation of PER and/or any other action or transaction related to the Peregrine Project have tax implications the User.


6.2 By creating, holding or using PER, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of PER or any other action or transaction related to the Peregrine Project. 

 

7. No Liability 


7.1 The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the User will not hold any developers, auditors, contractors or founders of the PER, the Smart Contract System and/or The Peregrine Foundation and/or its associated individuals and entities liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, PER or the Smart Contract System under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors contractors or founders of the Smart Contract System, the PER and/or the Peregrine Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Smart Contract System, and/or any elements of the Peregrine Project and/or PER. 


7.2 The User further specifically acknowledges that developers, auditors, contractors or founders of the PER, Smart Contract System and/or the Peregrine Project are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties, including other creators and/or owners of PER, and that the risk of creating, holding and using PER rests entirely with the User. 


7.3 By creating, holding or using PER, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation, ownership or use of PER or any other action or transaction related to the Peregrine Project.


7.4 By purchasing PER, the User agrees that the ETH - PER exchange rate may be adjusted from time to time with no prior notice to the User and the User will not hold any of the developers, auditors, contractors or founders of the PER, and/or The Peregrine Foundation and/or its associated individuals and entities liable for any damages associated with the change in exchange rate. 


8. Miscellaneous 


8.1 The User understands and accepts that the network of miners will be ultimately in control of the Smart Contract System. The User understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run the new version of the Smart Contract System. Such a scenario could lead to PER losing intrinsic value. 

 

8.2 All contributions are irrevocable and accepted from qualified sources that all contributions will automatically opt-in as clean and not illegal (e.g. laundered) funds. The responsibility falls the User to declare as such upon acceptance of the donated funds. The Peregrine Foundation takes no responsibility for Third Party action, if any, against illegal funds contributed without its knowledge according to the prevailing laws of the country of domicile.

 

8.3 The User agrees to check with their regulatory bodies, banks, accountants and lawyers to determine their eligibility as qualified contributors and participants in the Peregrine Project crowdsale.

 

8.4 The User agrees to seek appropriate independent professional advice prior to relying on, or entering into any commitment or transaction based on, material published in the Whitepapers, which material is not to be taken as investment advice.

 

8.5 The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

 

8.6 The Terms govern the creation, ownership and use of PER and supersede any public statements about the launch of PER and/or the Smart Contract System made by anyone in the past, present and future. 

 

8.7 These Terms set out shall be governed by the prevailing laws for England and Wales and any legal proceedings arising from the terms set out herein shall be conducted within that jurisdiction. Any dispute arising out of or in connection with the creation of the PER and the development and execution of the Peregrine Project shall be finally settled by the ordinary courts of the registered domicile of the defendant. 

 

 
 
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