Terms and Conditions
Updated: May 23, 2017
2. Disclosure of Purchases and Pricing
4. Limitation of Liability
5. Certain Risks Associated with the Purchase of BCD tokens
9. Representations and Warranties
10.Dispute Resolution (Arbitration) and Jurisdiction
PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY. BY USING THE
WEBSITE LOCATED AT WWW.BITCAD.IO ("WEBSITE") AND PRODUCTS OFFERED
THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND
CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE
TO THESE TERMS AND CONDITIONS, DO NOT PURCHASE TOKENS.
1.1 BitCAD – is a multipurpose smart platform based on the Ethereum blockchain. BitCAD
users create reliable, trustworthy relationships between counterparties, thereby levelling
out distrust, unreliability and unpredictability of business partners.
1.2 Platform’s mission lies in providing a venue for seamless integration of business and
computer technology. BitCAD will help users to automate routine business processes, find
business opportunities globally and locally, make instant value transactions and resolve
disputes in a trustless environment.
1.3 Your purchase of ERC20-based BCD tokens (“Tokens”) during the Token sale period
(“Sale Period”) from BitCAD. (“Company,” “we,” or “us”) is subject to these Terms and
Conditions (“Terms”). Each of you and Company is a “Party,” and together the “Parties.”
1.4 By purchasing Tokens from us during the Sale Period, you will be bound by these Terms
and all terms incorporated by reference. If you have any questions regarding these Terms,
please contact us at firstname.lastname@example.org.
2. Disclosure of Purchases and Pricing
2.1 The initial supply of Tokens will be in the number of one hundred million (100,000,000)
in total (including without limitation those available for sale during the Campaign) and will
be generated and available in one batch immediately after the generation of the genesis
block of the BitCAD.
It is planned that the initial supply of Tokens will be allocated as follows:
• 51% (i.e., fifty one million (51,000,000) BCD) (the “Tokens for Crowdsale”) to be sold
during the Campaign.
• 20% (i.e., twenty million (20,000,000) BCD) to be distributed to the founders and
development team of the BitCAD as their rewards and to the early backers/investors
of the BitCAD.
• 29% (i.e., twenty nine million (29,000,000) BCD) (the “Reserved Tokens”) to be
reserved for various development and operation costs of the BitCAD over 4 years,
as detailed below.
2.2 The Reserved BCD, being twenty nine million (29,000,000) BCD, will be primarily used
• continuing business developments of the BitCAD ecosystem after its launch, such
as introducing strategic or industrial players, incubating and deploying various
decentralized applications, and token swaps with other blockchain / distributed
ledger projects that the BitCAD deems desirable or valuable;
• legal, compliance, accounting and consultancy expenses that may be incurred from
time to time to keep the BitCAD running in a lawful and commercially sound manner;
• various marketing and promotional activities for the BitCAD, such as media
exposure, events participation and public relations; and
• academic researches, educational and training materials for developers and
contributions and bounties to the open-source community of the BitCAD.
2.3 The price of each Tokens for Crowdsale is dynamic to vary with the time of the relevant
Purchaser completing his/her payment. The breakdown of payment time versus price in
Bitcoin is as follows:
• 1/1800 Bitcoin - within forty-eight (48) hours (the “Early Bird Period”);
• 1/1600 Bitcoin - within the first week after the Early Bird Period;
• 1/1400 Bitcoin - within the second week after the Early Bird Period;
• 1/1200 Bitcoin - within the third week after the Early Bird Period;
• 1/1000 Bitcoin - within the fourth week after the Early Bird Period.
The price set forth above for payment within the first, second, third or fourth week after the
Early Bird Period shall be not applicable if the Payment Window is closed in a preceding
2.4 The addresses to receive Bitcoin and Ether payments for the Tokens for Crowdsale will
be determined and announced for each Purchaser. Participants shall make payment only
to the indicated addresses.
2.5 The Bitcoin / Ether addresses mentioned above are the only valid addresses for
receiving payments for the Tokens for Crowdsale. Sending to any other address will neither
be recognized by the BitCAD as a valid payment hereunder nor entitle the sending person
to claim any Tokens for Crowdsale.
2.6 Participation in the Campaign is voluntary. No person will be deemed as committed or
obliged to participate in the Campaign or purchase any Tokens for Crowdsale for visiting
the Website, registering himself/herself with the Website, requesting or reading any
materials (such as this Terms or the BitCAD Whitepaper) made available by the BitCAD or
communicating with the BitCAD in any manner.
2.7 Each person shall only participate in the Campaign (a “Purchaser”) through a cryptocurrency
exchange or crowdfunding portal recognized and announced by the BitCAD on
the Website in advance (each a “Crowdsale Intermediary”). If a Purchaser is a citizen, tax
resident or green card holder of the United States of America (“US Purchaser”), he/she shall
not participate in the Campaign except through such Crowdsale Intermediary(ies) as
separately designated by the BitCAD for US Purchasers’ participation.
2.8 Each Purchaser will, upon participating in the Campaign, be deemed as having perused
and comprehended this Terms and the BitCAD Whitepaper in full and having voluntarily
accepted all the warranties and disclaimers made and the risks disclosed hereunder.
2.9 Relevant Tokens for Crowdsale subscribed by any Purchaser will be sent by the BitCAD
to the foregoing Crowdsale Intermediary, from which each Purchaser may claim his/her
share in accordance with the separate agreement between him/her and the Crowdsale
Intermediary in question. No Purchaser shall be entitled to claim any Tokens for Crowdsale
from the BitCAD directly.
2.10 If the BitCAD discovers the purchase of Tokens by any Purchaser violating any antimoney
laundering, counter-terrorism financing or other regulatory requirements, such
purchase shall be invalid with retroactive effect and the BitCAD shall be entitled to
immediately deny the relevant person’s admissibility to the Campaign, reject delivery of any
Tokens and request return of any delivered Tokens, irrespective of any payment that could
have been made by that Purchaser.
3.1 To the fullest extent permitted by applicable law, the User shall indemnify, defend and
hold harmless Company and our respective past, present and future employees, officers,
directors, contractors, consultants, equity holders, suppliers, vendors, service providers,
parent companies, subsidiaries, affiliates, agents, representatives, predecessors,
successors and assigns (the “Company Parties”) from and against all claims, demands,
actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from
or relate to: (i) your purchase or use of Tokens, (ii) your responsibilities or obligations under
these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any
other person or entity.
3.2 Company reserves the right to exercise sole control over the defense, at your expense,
of any claim subject to indemnification under Section 3.1. This indemnity is in addition to,
and not in lieu of, any other indemnities set forth in a written agreement between you and
4. Limitation of Liability
4.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL
COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING,
BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS,
LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF
OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE
RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED
IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE,
WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE
THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE);
AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE
COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER
THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR
INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE
4.2 THE LIMITATIONS SET FORTH IN SECTION 4.1 WILL NOT LIMIT OR EXCLUDE
LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR
RECKLESS MISCONDUCT OF COMPANY.
5. Certain Risks Associated with the Purchase of BCD tokens
5.1 The purchase of Tokens carries with it significant risk. Prior to purchasing Tokens, the
Purchaser should carefully consider the below risks and, to the extent necessary, consult
a lawyer, accountant, and/or tax professionals prior to determining whether to purchase
5.2 Risk of Losing Access to Tokens Due to Loss of Private Key(s). A private key, or a
combination of private keys, is necessary to control and dispose of Tokens stored in your
digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your
digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third
party that gains access to such private key(s), including by gaining access to login
credentials of a hosted wallet service you use, may be able to misappropriate your Tokens.
5.3 Risks Associated with the Ethereum Protocol. Because Tokens and the Network are
based on the Ethereum protocol, any malfunction, breakdown or abandonment of the
Ethereum protocol may have a material adverse effect on the Network or Tokens.
Moreover, advances in cryptography, or technical advances such as the development of
quantum computing, could present risks to the Tokens and the Network by rendering
ineffective the cryptographic consensus mechanism that underpins the Ethereum
5.4 Risk of Mining Attacks. As with other decentralized cryptographic tokens based on the
Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of
validating Token transactions on the Ethereum blockchain, including, but not limited, to
double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any
successful attacks present a risk to the Network and the Tokens, including, but not limited
to, accurate execution and recording of transactions involving Tokens.
5.5 Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or
organizations may attempt to interfere with the Network or the Tokens in a variety of ways,
including, but not limited to, malware attacks, denial of service attacks, consensus-based
attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Network is based
on open-source software, there is a risk that a third party or a member of the Company
team may intentionally or unintentionally introduce weaknesses into the core infrastructure
of the Network, which could negatively affect the Network and the Tokens.
5.6 Risks Associated with Markets for Tokens. The Tokens are intended to be used solely
within the Network, and Company will not support or otherwise facilitate any secondary
trading or external valuation of Tokens. This restricts the contemplated avenues for using
Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with
respect to the Tokens you hold. Even if secondary trading of Tokens is facilitated by third
party exchanges, such exchanges may be relatively new and subject to little or no
regulatory oversight, making them more susceptible to fraud or manipulation.
Furthermore, to the extent that third parties do ascribe an external exchange value to
Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely
volatile and diminish to zero.
5.7 Risk of Uninsured Losses. Unlike bank accounts or accounts at some other financial
institutions, Tokens are uninsured unless you specifically obtain private insurance to insure
them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as
the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer
recourse to you.
5.8 Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory
status of the Tokens and distributed ledger technology is unclear or unsettled in many
jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing
regulation with respect to such technology and its applications, including the Network and
the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory
agencies may implement changes to law and regulation affecting distributed ledger
technology and its applications, including the Network and the Tokens. Regulatory actions
could negatively impact the Network and the Tokens in various ways, including, for
purposes of illustration only, through a determination that Tokens are a regulated financial
instrument that require registration or licensing. Company may cease operations in a
jurisdiction in the event that regulatory actions, or changes to law or regulation, make it
illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary
regulatory approval(s) to operate in such jurisdiction.
5.9 Risks Arising from Taxation. The tax characterization of Tokens is uncertain. You must
seek your own tax advice in connection with purchasing Tokens, which may result in
adverse tax consequences to you, including withholding taxes, income taxes and tax
5.10 Risk of Alternative Networks. It is possible that alternative networks could be
established that utilize the same open source code and protocol underlying the Network
and attempt to facilitate services that are materially similar to the Services. The Network
may compete with these alternative networks, which could negatively impact the Network
5.11 Risk of Insufficient Interest in the Network or Distributed Applications. It is possible
that the Network will not be used by a large number of individuals, companies and other
entities or that there will be limited public interest in the creation and development of
distributed ecosystems (such as the Network) more generally. Such a lack of use or
interest could negatively impact the development of the Network and therefore the
potential utility of Tokens.
5.12 Risks Associated with the Development and Maintenance of the Network. The
Network is still under development and may undergo significant changes over time.
Although we intend for the Tokens and Network to follow the specifications set forth in
chapter 1, and intend to take commercially reasonable steps toward those ends, we may
have to make changes to the specifications of the Tokens or Network for any number of
legitimate reasons. This could create the risk that the Tokens or Network, as further
developed and maintained, may not meet your expectations at the time of purchase.
Furthermore, despite our good faith efforts to develop and maintain the Network, it is still
possible that the Network will experience malfunctions or otherwise fail to be adequately
developed or maintained, which may negatively impact the Network and Tokens.
5.13 Risk of an Unfavorable Fluctuation of Ether and Other Currency Value. The Company
team intends to use the proceeds from selling Tokens to fund the maintenance and
development of the Network, as described further in chapter 2. The proceeds of the Token
sale will be denominated in Ether or Bitcoin, and converted into other cryptographic and
fiat currencies. In addition, some pre-sales of the Tokens may also be denominated in fiat
currencies. If the value of Ether or other currencies fluctuates unfavorably during or after
the Sale Period, the Company team may not be able to fund development, or may not be
able to develop or maintain the Network in the manner that it intended.
5.14 Risk of Dissolution of the Company or Network. It is possible that, due to any number
of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or
other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of
commercial relationships, or intellectual property ownership challenges, the Network may
no longer be viable to operate and the Company may dissolve.
5.15 Risks Arising from Lack of Governance Rights. Because Tokens confer no governance
rights of any kind with respect to the Network or Company or its corporate affiliates, all
decisions involving the Network or Company will be made by Company at its sole
discretion, including, but not limited to, decisions to discontinue the Network, to create and
sell more Tokens for use in the Network, or to sell or liquidate the Company. These
decisions could adversely affect the Network and the Tokens you hold.
5.16 Risks Involving Cloud Storage. As the Company provides a decentralized cloud
storage service to individual and institutional clients, including users and applications, the
Services are susceptible to a number of risks related to the storage of data in the cloud.
While the Company does not have access to the contents of the data stored through the
Services, the Services may involve the storage of large amounts of sensitive and/or
proprietary information, which may be compromised in the event of a cyber- attack or other
malicious activity. Similarly, the Services may be interrupted and files may become
temporarily unavailable in the event of such an attack or malicious activity. Because users
can use a variety of hardware and software that may interface with the Network, there is
the risk that the Services may become unavailable or interrupted based on a failure of
interoperability or an inability to integrate these third-party systems and devices that the
Company does not control with the Company’s Services. The risk that the Services may
face increasing interruptions and the Network may face additional security vulnerabilities
could adversely affect the Network and therefore the future utility of any Tokens that you
5.17 Unanticipated Risks. Cryptographic tokens such as the Tokens are a new and
untested technology. In addition to the risks included in this chapter 5, there are other risks
associated with your purchase, holding and use of Tokens, including those that the
Company cannot anticipate. Such risks may further materialize as unanticipated variations
or combinations of the risks discussed in this chapter 5.
6.1 You are responsible for implementing reasonable measures for securing the wallet,
vault or other storage mechanism you use to receive and hold Tokens you purchase from
us, including any requisite private key(s) or other credentials necessary to access such
storage mechanism(s). If your private key(s) or other access credentials are lost, you may
lose access to your Tokens. We are not responsible for any such losses.
7.1 We may determine, in our sole discretion, that it is necessary to obtain certain
information about you in order to comply with applicable law or regulation in connection
with selling Tokens to you. You agree to provide us such information promptly upon
request, and you acknowledge that we may refuse to sell Tokens to you until you provide
such requested information and we have determined that it is permissible to sell you
Tokens under applicable law or regulation.
8.1 The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are
responsible for determining what, if any, taxes apply to your purchase of Tokens, including,
for example, sales, use, value added, and similar taxes. It is also your responsibility to
withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We
are not responsible for withholding, collecting, reporting, or remitting any sales, use, value
added, or similar tax arising from your purchase of Tokens.
8.2 Each Purchaser shall declare, bear and pay all such taxes, duties, imposts, levies, tariffs
and surcharges that might be imposed by the laws and regulations of any jurisdiction as a
result of or in connection with the receipt, holding, use, purchase, appreciation, trading or
divestment of Tokens (no matter whether purchased during the Campaign or otherwise
acquired). And each Purchaser shall be solely liable for all such penalties, claims, fines,
punishments, liabilities or otherwise arising from his/her non-payment, underpayment,
undue payment or belated payment of any applicable tax. The BitCAD gives no advice and
makes no representation as to the tax implication of any Purchaser’s participation in the
9. Representations and Warranties
9.1 To participate in the Campaign, each Purchaser shall represent and warrant that:
9.1.1 All the information submitted by him/her to the BitCAD or any Crowdsale Intermediary
is true, complete, valid and non-misleading;
9.1.2 He/she is not a citizen, tax resident or green card holder of the United States of
America unless he/she participates in the Campaign through such Crowdsale
Intermediaries as specifically designated by the BitCAD for US Purchasers’ participation;
9.1.3 He/she is of sufficient age to participate in the Campaign and is a natural person with
full civil capacity of conduct under the laws of the jurisdiction where he/she is domiciled
or maintains citizenship;
9.1.4 He/she is a seasoned investor, expert, technician and/or professional in the fields of
blockchain, distributed ledger technology and crypto-tokens and is fully aware of the risks
associated with the development and use of the BitCAD;
9.1.5 His/her participation in the Campaign is voluntary and based on his/her own
independent judgment without being coerced, solicited or misled by anyone else;
9.1.6 He/she is permitted by the laws of each jurisdiction to participate in the Campaign
and is legally permitted to acquire, receive and hold crypto-tokens;
9.1.7 No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority is
required on his/her part in connection with the participation in the Campaign;
9.1.8 He/she is experienced in and capable of maintaining and safekeeping the Bitcoin
and/or Ether private key of the sending address out of which he/she makes any payment
for purchasing the Tokens for Crowdsale;
9.1.9 He/she only uses such crypto-tokens as lawfully acquired through mining and/or
trading to make payment in the Campaign and does not participate in the Campaign for
any money-laundering, terrorism financing or other illicit purpose;
9.1.10 He/she aims to acquire Tokens primarily for using the designed functions of the
BitCAD without expectation of any profit or financial yield and does not contemplate to use
Tokens for any financial, speculative, illegal or non-ethical purpose; and
9.1.11 (Except having specifically communicated to and been permitted by BitCAD in
advance) he/she is participating in the Campaign for his/her own benefit and is not acting
as a nominee or agent for or on behalf of any third party.
9.2 All the above representations and warranties made by a Purchaser shall be true,
complete, accurate and non-misleading on and from the date of that Purchaser making a
payment hereunder throughout the Campaign and onwards. The BitCAD reserves the right
to reject and invalidate the payment by, and withhold the relevant Tokens for Crowdsale
from, any Purchaser who has made a false representation in the sole judgment of the
10. Dispute Resolution (Arbitration) and Jurisdiction
10.1 All questions concerning the construction, validity, enforcement and interpretation of
this Agreement shall be governed by and construed and enforced in accordance with the
laws of Singapore.
10.2 To resolve any dispute, controversy or claim between them arising out of or relating
to this Agreement, or the breach thereof, the Parties agree first to negotiate in good faith
for a period of not less than sixty (60) days following written notification of such
controversy or claim to the other Party.
10.3 If the negotiations do not resolve the dispute, controversy or claim to the reasonable
satisfaction of all Parties during such period, then the Parties irrevocably and
unconditionally submit to the exclusive jurisdiction of Singapore courts under the
applicable law, as set out in clause 10.1. hereof.
11.1 The BitCAD does not make, and hereby disclaims, any representation or warranty with
respect to the Campaign, the BitCAD or Tokens (such as merchantability or fitness for
particular purposes), except those expressly specified herein. Each Purchaser’s decision
to participate in the Campaign and purchase any Tokens shall be made based on his/her
own knowledge of the BitCAD and Tokens and the information disclosed herein or in the
BitCAD Whitepaper. Without prejudice to the generality of the foregoing, each Purchaser
will, upon the Launch of the BitCAD and availability of BitCAD wallet, accept the BitCAD and
the purchased Tokens on an “as is” basis, irrespective of the technical specifications,
parameters, performance or function thereof.
11.2 These Terms constitute the entire agreement between you and us relating to your
purchase of Tokens from us. We may make changes to these Terms from time to time as
reasonably required to comply with applicable law or regulation. If we make changes, we
will post the amended Terms at bitcad.io/terms.pdf and update the “Last Updated” date
above. The amended Terms will be effective immediately. We may assign our rights and
obligations under these Terms. Our failure to exercise or enforce any right or provision of
these Terms will not operate as a waiver of such right or provision. We will not be liable for
any delay or failure to perform any obligation under these Terms where the delay or failure
results from any cause beyond our reasonable control. Purchasing Tokens from us does
not create any form of partnership, joint venture or any other similar relationship between
you and us. Except as otherwise provided in herein, these Terms are intended solely for the
benefit of you and us and are not intended to confer third-party beneficiary rights upon any
other person or entity. You agree and acknowledge that all agreements, notices,
disclosures, and other communications that we provide to you, including these Terms, will
be provided in electronic form.
11.3 The Campaign is initiated and takes place worldwide and is not linked to any specific
jurisdiction. The Purchasers may be from any jurisdiction in the world.