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AMERICALUIGI Token Sale Agreement

 

AMERICALUIGI Token Sale Agreement

Consumer notice: this AMERICALUIGI Token Sale Agreement is not an offer of securities or a collective investment scheme, nor does it require registration with or approval from the Monetary Authority of Canada. You are advised to read this document carefully and in full.

Posted: Dec. 1st, 2017

Effective Date: September 14th, 2017

1. Introduction of the BitShares Platform and the features of the AmericaLuigi Digital Tokens

AmericaLuigi Inc., a company existing under the laws of the Ontario, Canada, with the Business Registration number ___________ (hereinafter the "the ") welcomes You (hereinafter the "User") to use AMERICALUIGI's smart contract deployed in BitShares decentralized platform (hereinafter AMERICALUIGI Smart-Contract") in accordance with the terms of this AMERICALUIGI Token Sale Agreement.

The AMERICALUIGI+BitShares Platform is an online blockchain technology-based crowdfunding platform, which shall provide to the User opportunities to (i) Buy AmericaLuigi Digital Tokens, (ii)Sell AmericaLuigi Digital Tokens, and (iii)Trade AmericaLuigi Digital Tokens, .

The fee for the services and goods listed above will be set by the AMERICALUIGI and carried out in digital tokens - 'AmericaLuigi' (hereinafter 'AMERICALUIGI' or 'the AmericaLuigi Digital Token').

The AmericaLuigi Digital Token is created according to the specifications of the Bitshares blockchain. The AmericaLuigi Digital Token is developed to organize the interaction of an ecosystem of the participants in the AMERICALUIGI + BitShares Platform, including but not limited to Project Authors, Backers, Advisers, Escrow-agents, Translators, Designers, and Advertisers.

The AmericaLuigi Digital Token is a cryptographically secured representation of a token-holder's rights to obtain in future the services and goods through the AMERICALUIGI Platform, which only a token-holder may purchase for the AmericaLuigi Digital Token.

The User acknowledges, understands and agrees that ownership of the AMERICALUIGI does not grant the User the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the AMERICALUIGI, or AMERICALUIGI+BitShares Platform, or any other AMERICALUIGI's property or any part of it.

The User is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to: (i) Risk of Losing Access to Tokens Due to Loss of Private Key(s), (ii) Risks Associated with the Bitshares Platform Protocol, (iii) Risk of Hacking and Security Weaknesses, (iv) Risk of Uninsured Losses, (v) Risks Associated with Uncertain Regulations and Enforcement Actions.

Based on the famous Howey test the AmericaLuigi Digital Tokens should not be deemed as securities or a collective investment scheme:

(i) the AmericaLuigi Digital Tokens do not grant to the User any voting or ownership rights;

(ii) the AmericaLuigi Digital Tokens do not grant to the User any return on investment;

(iii) the AmericaLuigi Digital Tokens do not grant to the User any profit and passive income from the ownership of the AmericaLuigi Digital Tokens.

(iv) America Luigi Inc. is not responsible for the BitShares Network;

Therefore, the AmericaLuigi Digital Tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such.

The User may purchase the AmericaLuigi Digital Token through the Open Ledger & Bitshares Network (https://bitshares.openledger.info) during the period of the AMERICALUIGI Token Sale from 29/08/2017 to 31/12/2020 (hereinafter 'AMERICALUIGI Token Sale Period') in accordance with this AMERICALUIGI Token Sale Agreement.

By purchasing the AmericaLuigi Digital Tokens the User expressly acknowledge and assume these risks. If you have any questions regarding this information or regarding this AMERICALUIGI Token Sale Agreement, please contact us at support@AmericaLuigi.com.

2. AMERICALUIGI Token Sale Offer

This AMERICALUIGI Token Sale Agreement constitutes an offer to conclude the agreement for purchase and use of the AmericaLuigi Digital Tokens under the conditions stated below (the AMERICALUIGI Offer for purchase and use of the AmericaLuigi Digital Tokens) and can be accepted by any person (with the exception of the user specified in Article 7 of the AMERICALUIGI Token Sale Agreement) not otherwise than by adherence to the entire this AMERICALUIGI Token Sale Agreement, including the conditions of its applications, which are deemed to be its integral part.

This AMERICALUIGI Token Sale Agreement includes and hereby incorporates by reference the following applications: The AMERICALUIGI Whitepaper located at https://www.AmericaLuigi.com/whitepaper, collectively, with this this AMERICALUIGI Token Sale Agreement, "the AMERICALUIGI Token Sale Agreement".

The AMERICALUIGI may, in its sole discretion, amend the AMERICALUIGI Token Sale Agreement at any time by posting a revised version on the site at https://www.AmericaLuigi.com.

Any revisions to the AMERICALUIGI Token Sale Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the "Effective Date"). If the change includes an increase of the fees charged by the AMERICALUIGI, such change would take effect after five (5) days after it was posted.

3. User's Acceptance

To become a party of the AMERICALUIGI Token Sale Agreement, which means the acceptance of the AMERICALUIGI Offer for purchase and use of the AmericaLuigi Digital Token under the conditions stated below, the User shall purchase any amount of the AmericaLuigi Digital Tokens in accordance with the technical recommendations of the AMERICALUIGI, which shall be published at https://www.AmericaLuigi.com no later than twelve (12) hours before the AMERICALUIGI Token Sale Period.

By purchasing the AmericaLuigi Digital Tokens in accordance with the technical recommendations of the AMERICALUIGI, the User acknowledges and agrees that fully and unconditionally accepts the AMERICALUIGI Offer for purchase and use of the AmericaLuigi Digital Tokens under the conditions stated in the AMERICALUIGI Token Sale Agreement, without any reservation or exception.

The moment when the AMERICALUIGI Token Sale Agreement is concluded (the acceptance of the AMERICALUIGI Offer for purchase and use of the AmericaLuigi Digital Token), shall be the moment of the first purchase of the AmericaLuigi Digital Token by the User.

If you do not agree to all of the terms of the AMERICALUIGI Token Sale Agreement, You may not purchase any amount of the AmericaLuigi Digital Tokens.

4. The User's Digital signature

After registration on the website https://bitshares.openledger.info/ the User receives a Login and Password to access the BitShares+Open Ledger Platform.

By using the Login and Password the User confirms the formation of his or her User's Electronic signature, and the information in electronic form, signed by the User using the Electronic signature (using his or her Login and Password), shall be accepted by the User and AMERICALUIGI, BitShare & Open Ledger to be an electronic document equal to a paper document signed by a handwritten signature.

All actions carried out with the use of Login and Password of the user (Electronic signature), considered to be executed by the User.

User's account registration constitutes an acknowledgement that User is able to electronically receive, download, and print the AMERICALUIGI Token Sale Agreement and any amendments.

5. The AMERICALUIGI Token Sale Agreement Grants

The AMERICALUIGI shall grant to the User an opportunity to use the AmericaLuigi Digital Tokens to (i) Purchase, Sell, Profit & Trade through the BitShares Platform, (ii) purchase various support services related to the AmericaLuigi's Products & Services, and crowdfunding campaigns, (iii) make various internal payments through the AMERICALUIGI Platform.

The smart-contract of the AMERICALUIGI Platform requires the AmericaLuigi Digital Tokens for its work. Only the owner of the AmericaLuigi Digital Tokens may purchase the services of the AMERICALUIGI Platform.

6. The AMERICALUIGI Token Sale Agreement Grant Restrictions

User shall not, and shall not allow any third party to:

(i) insert into the AMERICALUIGI+BitShares Platform, the AMERICALUIGI smart-contract and the AmericaLuigi Digital Token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the AMERICALUIGI+BitShares Blockchain technologies Platform, the AMERICALUIGI+Bitshares smart-contract and the AmericaLuigi Digital Token to cease operating, or to damage, interrupt, or interfere with any end user data;

(iii) use the AmericaLuigi Digital Tokens for of illegal or unlawful actions or other unauthorized purposes;

(iv) exceed the scope of any license granted to User hereunder.

7. Representations and Warranties

By purchasing the AmericaLuigi Digital Tokens, the User represents and warrants that:

(i) the User have read and understand the AMERICALUIGI Token Sale Agreement in full;

(ii) the User have read and understand the AMERICALUIGI Whitepaper in full;

(iii) the User fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the AmericaLuigi Digital Tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the AmericaLuigi Digital Tokens;

(iv) the User fully understands, realizes and agrees that the AmericaLuigi Digital Tokens are created on a blockchain and are designed to be used to make various internal payments through the AMERICALUIGI Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the AmericaLuigi Digital Tokens;

(v) the User will not forge, or otherwise manipulate any personal or non-personal data requested by the AMERICALUIGI in the process of the User's registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the AMERICALUIGI in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the AMERICALUIGI or in accordance with the applicable law.

(vi) the User's purchase of the AmericaLuigi Digital Tokens complies with applicable laws and regulations in the User's jurisdiction;

(vii) the User is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or digital tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; the User is not a citizen or resident of, or located in United States, and do not have a primary residence or domicile in the United States; the User is not a citizen or resident of, or located in Canada, and do not have a primary residence or domicile in Canada; the User is not a citizen or resident of, or located in China, and do not have a primary residence or domicile in China;

(viii) the User do not intend to hinder, delay or defraud the AMERICALUIGI or any other users of the AMERICALUIGI Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Canada or in any place of the world.

8. Purchasing of the AmericaLuigi Digital Tokens

The User may purchase the AmericaLuigi digital token in return for an opportunities to obtain in future the services and goods listed above through the AMERICALUIGI+BitShares Platform.

In order to purchase the AmericaLuigi digital tokens the User must comply with the requirements of Article 7 of the AMERICALUIGI Token Sale Agreement.

The America Luigi Inc. shall reserve the right to refuse selling the AmericaLuigi digital token to anyone who does not meet criteria necessary for their buying, as set out hereunder or by the applicable law.

The AmericaLuigi digital tokens shall be issued in a limited number. All the AmericaLuigi digital tokens shall be of equal functionality.

The User may purchase the AmericaLuigi digital tokens during the ICO Period by exchanging ethers (ETH) or Bitcoins (BTC) for the AmericaLuigi digital tokens at the exchange rate 1ETH per 3 000 AmericaLuigi digital tokens, and other bonuses may be applied in accordance with the rules of the AMERICALUIGI Whitepaper.

9. Taxes

The User shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under the AMERICALUIGI Token Sale Agreement.

10. Trademark License and Use

The User acknowledges and agrees that the AMERICALUIGI's Trademarks are owned solely by the AMERICALUIGI, and agrees to use the AMERICALUIGI's Trademarks only in the form and manner prescribed by the AMERICALUIGI. The AMERICALUIGI acknowledges that all the User's Trademarks are owned solely by the User, and agrees to use the User's Trademarks only in the form and manner prescribed by the User.

11. Trademark Restrictions

The User shall not remove, modify, adapt, or prepare derivative works of any AMERICALUIGI's Trademarks, AMERICALUIGI's copyright notices, or other AMERICALUIGI's proprietary rights notices.

12. Proprietary rights

The AMERICALUIGI Token Sale Agreement does not convey the title or ownership of the AMERICALUIGI+BitShares Platform, the AMERICALUIGI smart-contract from the AMERICALUIGI to the User but instead gives the User only the limited rights and abilities to use the AmericaLuigi Digital Tokens as set forth above. The AMERICALUIGI reserves all rights not expressly granted by the AMERICALUIGI Token Sale Agreement.

The User acknowledges and agrees that AMERICALUIGI+BitShares Platform and its source code form, all enhancements, corrections and modifications to the AMERICALUIGI+BitShares Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the AMERICALUIGI+BitShares Platform, are and shall remain the sole and exclusive property of the AMERICALUIGI.

13. Liability

The AMERICALUIGI+BitShares Platform and the AmericaLuigi Digital Tokens are provided «as is».

The User acknowledges and agrees that the AMERICALUIGI+BitShares Platform and the AmericaLuigi Digital Tokens may contain bugs or minor mistakes, which the AMERICALUIGI promises to correct if possible.

The User acknowledges and agrees that the AMERICALUIGI does not warrant the User any financial or other type of outcome, which is the result of the use of the AMERICALUIGI+BitShares Platform and the AmericaLuigi Digital Tokens.

Nevertheless, the Parties shall be responsible for compliance with the terms of the AMERICALUIGI Token Sale Agreement, for fulfillment of the User's commitments and guarantees in the manner and in the amount prescribed by the AMERICALUIGI Token Sale Agreement, in particular:

(i) In case of filing accusations, claims or lawsuits to the AMERICALUIGI related to non-compliance by the User of the AMERICALUIGI Token Sale Agreement and/or engagements entered by the User during the participation of the ICO, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the AMERICALUIGI documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(ii) In case of filing accusations, claims or lawsuits against the AMERICALUIGI, related to non-compliance by the User with exclusive rights or other rights of third parties, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the AMERICALUIGI documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(iii) In case of the Users' violation his obligations under Article 7 of the AMERICALUIGI Token Sale Agreement, the AMERICALUIGI reserves the right to (i) terminate the User's Account, (ii) demand full compensation from the User for losses caused by every violation; (iii) bring a case before a court if the compensation doesn't cover the AMERICALUIGI's loss; (iv) release the information relating to the User's identity and location to any authorized officer in accordance with the applicable law.

14. The AMERICALUIGI Token Sale Agreement term & termination

The AMERICALUIGI Token Sale Agreement between the AMERICALUIGI and the User shall commence upon acceptance by User of all the terms of the AMERICALUIGI Token Sale Agreement by clicking the purchase button or by purchasing any amount of the AmericaLuigi Digital Tokens and using any part of the AMERICALUIGI smart-contract and the AMERICALUIGI+BitShares Platform, and shall continue until terminated in accordance with the terms of the AMERICALUIGI Token Sale Agreement.

The AMERICALUIGI shall have the right at its sole discretion and without any prior written notice terminate the AMERICALUIGI Token Sale Agreement if:

(a) the User provided invalid data to complete the registration process;

(b) the User failed to comply with the requirements of Article 7 of the AMERICALUIGI Token Sale Agreement;

(c) the User failed to comply with the other terms and conditions of the AMERICALUIGI Token Sale Agreement.

Upon termination of the AMERICALUIGI Token Sale Agreement, for whatever reason, all licenses granted by the AMERICALUIGI to the User under the AMERICALUIGI Token Sale Agreement, User' Account, User's AmericaLuigi Digital Tokens shall be immediately terminate without any data restoration.

Upon termination of the AMERICALUIGI Token Sale Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of the AMERICALUIGI Token Sale Agreement.

15. Miscellaneous

Notices: Any notice or other communication under the AMERICALUIGI Token Sale Agreement shall be in writing and shall be considered given and received when sent by email.

Competent law and jurisdiction: the laws of Canada govern the AMERICALUIGI Token Sale Agreement and the relationship between the Parties. Any disputes and disagreements arising from the AMERICALUIGI Token Sale Agreement will be settled by negotiations between the Parties. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the legislation of the defendant's principal place of business and location.

Severability: If any provision of the AMERICALUIGI Token Sale Agreement is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of the AMERICALUIGI Token Sale Agreement shall remain in full force and effect.

Previous version of the document: https://www.AmericaLuigi.com/whitepaper