Sale Terms Of The Menu Tokens
SALE TERMS OF MENU TOKENS
These Terms constitute a legally binding agreement between the Company and each of the Participants. Accepting these Terms, participating in the Prepaid Token Sale and/or purchasing MENU Tokens mean that you have carefully read and fully agreed to all the terms and conditions herein. In addition to these Terms, each Participant is obliged to comply with the technical rules associated with the relevant smart contract. If you have any questions regarding these Terms or such technical rules, please contact us at firstname.lastname@example.org. Please note you may only purchase the MENU Tokens if you agree to these Terms.
IMPORTANT: You are participating in a MENU Token sale for Prepaid Food & Beverages. Token value is will remain at USD $0.05 (5 cents) within the MenuBuzz.com website and framework. Purchasers may withdraw MENU tokens to their private wallet for trade with others after token sale is complete. MenuBuzz holds no partnerships or agreements with secondary markets or traders and the value of a MENU Token may fluctuate. MENU Tokens retain their intrinsic value of USD $0.05 (5 cents) on the MenuBuzz.com website only. Returning MENU Tokens from a private wallet to the MenuBuzz.com website will also retain their USD $0.05 per token value once in the users MenuBUzz CryptoWallet, regardless of any perceived value on secondary markets,
1 INTERPRETATION AND DEFINITIONS
As used in these Terms, including the preamble hereof, unless expressly otherwise stated or evident in the context, the following capitalised terms and expressions shall have the following meanings:
1.1 Accompanying Documents – any documents providing information on the MENU Tokens other than these Terms, being inalienable part hereof and published on the Website (including the Whitepaper and other operating rules, policies and procedures that may be published from time to time on the Website). In case of any discrepancies between the Accompanying Documents and the Terms, the Terms shall prevail.
1.2 Account – a Participant’s account on the Website, which is created through the Website and used to purchase the MENU Tokens.
1.3 Prepaid Token Sale – a public sale of the MENU Tokens arranged by the Company via the Website starting with the beginning of the Presale and ending with last day of the Tier 4, or when a total of 536 Million MENU Tokens have been sold in course of the Prepaid Token Sale, whichever occurs first.
1.4 Company – Guru Productions Limited, a private limited liability company incorporated under the laws of Ireland. References to “we”, “us” and “our” mean references to the Company.
1.5 Website – website located at https://www.MenuBuzz.com/ and all subdomains and other respective pages of such website.
1.6 MENU Platform – MenuBuzz.com website, Apps, and API.
1.7 Mainsale – the public sale of the MENU Tokens arranged by the Company via the Website.
1.8 Participant – anyone who purchases the MENU Tokens during the Prepaid Token Sale or at any time thereafter. References to “you” and “your” mean references to the Participant.
1.9 Presale – the public presale of the MENU Tokens arranged by the Company via the Website.
1.10 Terms – these Token Sale Terms.
1.11 MENU Tokens – cryptographic Tokens based on the ERC20 protocol issued by the Company giving their holders the rights specified in these Terms and the Whitepaper. References to MENU Tokens are to be construed as references to both full and fractional MENU Tokens, unless expressly otherwise stated or evident from the context. The abbreviation for the MENU Token, in these Terms, Accompanying Documents and elsewhere, shall be MENU.
1.12 Whitepaper – informational document issued by the Company highlighting the features of the MENU Tokens available at the Website.
The singular form (where appropriate) shall include the plural and vice versa, references to Sections shall mean the Sections of these Terms, and the term “including” or any similar term is not to be construed as providing any limitation and will be construed as “including but not limited to”.
2 Purpose and use of MENU Tokens
2.1 As its key functionality, MENU Tokens enables users to purchase food & beverage products.
2.2 Ownership of the MENU Tokens carries no rights, express or implied, other than as explicitly stated in these Terms or the Whitepaper. You hereby understand and accept that MENU Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company and its corporate affiliates and/or service providers. Therefore, participating in the Prepaid Token Sale, purchasing MENU Tokens, or receiving and holding MENU Tokens does not grant the Participant any ownership, dividend rights or decision-making power in the Company, including, but not limited to in relation to development, governance, or the role, conduct or performance of the Company. Additionally, the MENU Tokens do not carry any information, reporting, inspection or similar rights.
2.3 The MENU Tokens are not intended to function as a general-purpose currency, security, commodity or any other kind of financial instrument in any jurisdiction. These Terms and all other documents referred to in these Terms, including the Whitepaper, do not constitute a prospectus or offering document, and are not intended to constitute an offering of securities or any other form of investment in any jurisdiction. No regulatory authority has examined or approved these Terms or any other document referred to in these Terms, including the Whitepaper. No such action has been or will be taken under the laws of any jurisdiction. Furthermore, the MENU Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.
3 Token Sale Procedure and Fees
3.1 You may purchase MENU Tokens from the Company within the period of the Prepaid Token Sale only through the Website. Once the Prepaid Token Sale has ended the MENU Tokens may be withdrawn to a users private ERC20 compatible wallet and traded.
3.2 To the extent that any third-party website or service, other than the Website, offers the MENU Tokens for sale during the Prepaid Token Sale or facilitates the sale or transfer of the MENU Tokens in any way during the Prepaid Token Sale, such third-party websites or services are not sanctioned or supported by the Company and have no relationship in any way with the Company.
3.3 The Company will issue up to 800 million MENU Tokens.
3.4 All MENU Tokens which are to be offered to the public in course of the Prepaid Token Sale but remain to be sold shall be resold at a later stage.
3.5 To purchase MENU Tokens in course of the Prepaid Token Sale you must create an Account on the Website and follow the instructions as provided therein.
3.6 The purchase price of one (1) MENU Token in course of the Presale shall be shall be USD $0.05 (5 cents)
3.7 The purchase price will not be discounted for the Prepaid Token Sale. Bonus MENU tokens will be given depending on the Prepaid Token Sale stage and purchase amount.
3.9 The Participants may purchase MENU Tokens in Ether (ETH) or Bitcoin (BTC). If the purchase is made in a currency other than Ether, the price expressed in the chosen currency will be provided on the Website based on the then-current exchange rate between the chosen payment method and USD $0.05 (5 cents).
3.10 Each Participant shall pay the purchase price for the desired amount of the MENU Tokens by sending the correct fee to the unique address displayed to the Participant on the Website in course of the token purchase. The purchase of the MENU Tokens shall not be guaranteed until the Company has received the full amount of the purchase price and the Participants has provided relevant documentation and adhered to other instructions as may be presented in these Terms or on the Website.
3.11 The MENU Tokens will be distributed to the cryptocurrency wallets of each Participant as provided by the Participants when purchasing the MENU Tokens. For the above purpose, each Participant is obliged to provide to the Company the requisites of its cryptocurrency wallet that is (i) compatible with ERC20 standard and (ii) a private wallet of the Participant.
3.12 For security reasons the MENU Tokens will only be distributed upon completion of the transaction.
3.13 The Participant shall have the right to purchase an unlimited quantity of MENU Tokens on a first-come-first-serve basis, until the total amount of MENU Tokens available for the public is reached.
3.14 The minimum amount of MENU Tokens that can be purchased during the Mainsale by a Participant in one purchase is the number of MENU Tokens, which value equals to 0.01 ETH (zero point zero one Ethers). During the Presale, the minimum amount of MENU Tokens that can be purchased by a Participant in one purchase is the number of MENU Tokens, which value equals to 1 ETH (one Ether).
3.15 If the purchase price contributed by a Participant exceeds or fails to meet the price for the number of MENU Tokens that the Participant has subscribed for, the number of MENU Tokens that the Participant receives will be the closest whole number of MENU Tokens that could be purchased for the contribution paid. If the contribution paid by the Participant remains below the minimum fee as indicated in section 3.14, the Company may return the contribution minus any costs incurred related to returning the contribution.
4 Verification/know-your-customer procedure
Any purchase amounts that have $10,000 or more in their cryptowallet are required to undergo a verification procedure in order to comply with the anti-money laundering and the terrorist financing prevention regulations. This includes combination of transactions over multiple days that total $10,000 or more. In course of the verification process you must promptly provide the Company all information and documentation as requested (for example: a copy / scan of your passport, ID card, driver’s license or any other identification document). Any information and documentation you provide must be correct and up to date. If we suspect that the information or documentations you have provided are incorrect, fake, outdated or don’t correspond to the conditions established in these Terms or otherwise, then in our sole discretion, we may either request you to provide additional information or cancel your purchase of MENU Tokens and return your contribution.
5 Cancellation and Refund
5.1 The Company reserves the right to refuse or cancel MENU Token purchases, in full or in part, until the distribution of the MENU Tokens at any time in its sole discretion. In such case the fee paid for the MENU Tokens shall be returned to the Participant.
5.2 If the total contributions paid by the Participants in course of the Prepaid Token Sale for purchasing MENU Tokens remains below our Min Cap amount, the Company shall return contributions to the Participants and destroy the MENU Tokens. All costs connected with the return of contributions shall be borne by the respective Participant.
5.3 Other than as stipulated in Sections 5.1. and 5.2. above, purchases of MENU Tokens are final and non-refundable.
6 Using, Transferring and Trading MENU Tokens
6.1 In order to use the MENU Tokens at the MENU Platform, the Participant must register an account on the MENU Platform and act in accordance with the instructions and terms set forth therein.
6.2 A Participant can transfer the MENU Tokens to another person, provided the transfer is in compliance with the local applicable laws and regulations, including the restrictions outlined in the preamble of these Terms. A Participant may need to provide information and documents requested by the relevant exchange and accept and agree to terms of service or other rules in addition to these Terms in order to engage in trading with the MENU Tokens.
7 Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing the MENU Tokens, holding the MENU Tokens, and using the MENU Tokens for the purposes outlined in the Whitepaper, as disclosed and explained in Annex 1. Prior to purchasing the MENU Tokens, you should carefully consider the risks disclosed in Annex 1 and, to the extent necessary, consult an appropriate lawyer, accountant, and/or tax professional. If any of the risks disclosed in Annex 1 are not acceptable to you, you should not purchase the MENU Tokens.
8 Representations and Warranties
By accepting these Terms and/or acquiring the MENU Tokens either from the Company or from another person, you represent and warrant to the Company that each of the following statements is true and correct:
(a) you have read and understand these Terms (including the risks set forth in Annex 1);
(b) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic MENU Tokens, smart contract functionality, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the MENU Tokens;
(c) you have completed the verification procedure for your identification. Any information or documentation you have provided, or will provide, in course of your identification is correct, valid and up to date;
(d) you understand that the MENU Tokens confer only the rights specifically described in these Terms and the Whitepaper, and confer no other rights in any form with respect to the Company or its corporate affiliates and/or service providers, including, but not limited to, any ownership, dividend, profit-sharing, voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(e) your purchase of MENU Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing and using the MENU Tokens, using the Website, and entering into contracts with the Company, (ii) any anti-money laundering or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may needed to be obtained;
(f) if you are purchasing MENU Tokens on behalf of an entity, you are authorized to accept these Terms on such entity’s behalf and bind such entity, and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity;
(g) you are not purchasing MENU Tokens for investment, speculative or other financial gain purposes;
(h) the funds used for purchasing MENU Tokens do not have criminal, otherwise illegal or unethical origin or source, and no transaction involving MENU Tokens is made to facilitate any criminal, otherwise illegal or unethical activity;
(i) you are not prohibited from participating in the Prepaid Token Sale or receiving the MENU Tokens as per the terms of the important restriction outlined in these Terms;
(j) you understand that you may not be able to sell or otherwise transfer the MENU Tokens due to potential lack of liquidity, including that MENU Tokens may never become available for trade on secondary market (exchange) and/or that there may not be buyers who would be interested in acquiring the MENU Tokens from you;
(k) you understand that the MENU Tokens do not have any intrinsic underlying value after the Prepaid Token Sale and the price of MENU Tokens on any exchange is subject to fluctuations which the Company is unable to control.
You are responsible for implementing sufficient measures for securing the wallet or other storage mechanism you use to receive and hold MENU Tokens. You must acknowledge that in case any requisite private keys or other credentials are lost, you may lose access to your MENU Tokens. We are not responsible for substituting such MENU Tokens or for any losses, costs or expenses relating to lost access credentials.
Any amounts that you pay for MENU Tokens are exclusive of all applicable taxes. You are responsible for determining which taxes apply to your purchase of MENU Tokens (if any). It is also your responsibility to withhold, collect, report and remit such taxes to appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the purchase of MENU Tokens.
11 Personal Information of the Token Buyers
11.1 When you purchase MENU Tokens in course of the Prepaid Token Sale, the Company shall ask you to provide certain personal information for carrying out your identity verification. The information you provide in course of the identity verification (KYC) procedure shall be used only for identification purposes to ensure compliance with the anti-money laundry and terrorist financing prevention regulations. This information shall be kept as long as may be required by the law to comply with the above regulations.
11.2 In addition to the above, the Company may collect information regarding the number of MENU Tokens bought; amount paid for the MENU Tokens; the currency used for effecting the transaction and other information regarding purchasing and storing the MENU Tokens. This is done for the purpose of effecting the correct distribution of the MENU Tokens and keeping a record in case of any issues as may arise related to distribution or storage of the MENU Tokens. The information above may also be forwarded to affiliates of the Company for enabling usage of the MENU Platform.
11.3 The Company may use your name and e-mail address for sending updates and important notices regarding the Prepaid Token Sale or the MENU Token. You may also choose to receive direct marketing e-mails, should you so indicate via the Website or the MENU Platform.
12 Participant’s Liability
12.1 Failure to follow the Prepaid Token Sale instructions provided in these Terms and/or on the Website may limit, delay, or prevent the Participant from purchasing MENU Tokens or result in loss of funds, if the purchase price is transferred to a wrong account. Should this happen, the Company shall under no conditions be held liable for any costs or damages arising for the Participant or any other persons.
12.2 To the maximum extent permitted by applicable law, the Participant shall compensate the Company (as well any director, officer, employee or affiliate of the Company) for all damages suffered thereby in connection with any breach of a representation, warranty or obligation of the Participant under these Terms. Such damages to be compensated under this Section 12.2 shall include costs and expenses incurred due to third party claims (including penalties imposed by authorities), attorneys’ fees and all other damages subject to compensation under applicable law.
12.3 In addition to Sections 12.1 and 12.2, the Participant shall compensate the Company (as well any director, officer, employee or affiliate of the Company) costs and expenses, including attorneys’ fees, incurred in connection with reviewing and responding to subpoenas, legal orders and queries of public authorities concerning the Participant.
12.4 If you violate these Terms, we may cancel your purchase of the MENU Tokens and/or prevent or terminate your access to the MENU Platform at our sole discretion and without prior notice, and without any liability or further obligation to you or any other party. For the avoidance of doubt, our respective rights also apply in case it appears that you have acquired the MENU Tokens in breach of the important restriction outlined in the preamble of these Terms or in case it becomes evident that your purchase of MENU Tokens constituted a breach of any applicable laws.
12.5 You understand and agree that it is your obligation to ensure compliance with any legislation relevant to your country of domicile and/or citizenship concerning the purchasing and use of MENU Tokens, whereas the Company does not accept any liability for any illegal or unauthorized use of the MENU Tokens by you or the legal entity you are representing.
13 Company’s Liability
13.1 We shall not be liable for any damages suffered by you as a result of or otherwise in connection with causes beyond our control, including any hacker attack, technical failures, defects, bugs or viruses affecting the MENU Token sale or any cryptocurrency acceptable under these Terms (including any delay in receiving or failure to receive MENU Tokens in exchange for the payment in cryptocurrencies, as set forth in these Terms), circumstances related to your wallet service provider, your failure to follow these Terms, default by our suppliers or contractors, and/or any action taken by regulatory authorities.
13.2 To the maximum extent permitted by applicable law, and except as otherwise specified in writing by the Company, MENU Tokens are sold on an “as is” basis and without any representations or warranties of any kind, and the Company expressly disclaims all implied warranties as to the MENU Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The Company does not represent or warrant that the MENU Tokens are reliable, current or error-free, meet your requirements, or that defects in the MENU Tokens will be corrected. Further, the Company does not represent or warrant that any information on the Website, MENU Platform, Whitepaper or in the Accompanying Documents is always accurate or without errors.
13.3 Some statements in these Terms and in the Accompanying Documents may include forward-looking statements which reflect the Company's and/or its management’s current views with respect to MENU Platform’s performance and future plans. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there may be important factors that could cause the actual results of the business to differ materially from those indicated in these statements. There will be no obligation to update or review any forward-looking statements, whether as a result of new information, future developments or otherwise. The Company does not accept any liability for forward-looking statements.
13.4 The Company shall do its best efforts to develop the MENU Platform and deliver it to a wide audience. However, it is possible that such development will fail or be terminated due to lack of interest, regulatory restrictions or other reasons. Therefore, the Company does not provide any guarantees in respect of the MENU Platform.
13.5 To the maximum extent permitted by applicable law, the Company does not accept any liability for damages (including any incidental, indirect, special, punitive, exemplary or damages, loss of profit, goodwill, loss of use or data, or damages for business interruption), resulting from any use of, or inability to use, the MENU