Embermine Private Token Sale Agreement - Open
Begins: June 10, 2017 6:00am Central Standard Time
Ends: June 11, 2017 6:00pm Central Standard Time
2124 Y Street, Flat 131
Lincoln, NE 68503
Embermine, Inc. is a company in the United States that is developing a blockchain (distributed database) system for the purpose of supporting a smart contract platform to manage individual projects created by users on the platform. (referred to in this agreement as the "Smart Contract Platform").
The parties to this agreement are Embermine, Inc. (“Company”), a United States corporation headquartered in Lincoln, Nebraska, United States, and you, a purchaser familiar with blockchain software systems who is interested in early access to the Company software ecosystem ("You" or “Your”).
Blockchain software is a rapidly developing area of applied computer science/mathematics. If You are not comfortable using existing Blockchain systems such as Bitcoin, Ethereum, etc., then You should not place an order with the Company without first learning more.
- Embermine, Inc. Software Ecosystem
Company is developing a software ecosystem, including "wallet" (software for managing credentials and accounts within a blockchain) and “node” (software that creates a peer-to-per network and relays transactions) software programs, that will allow Smart Contract Platform participants to interact using a peer-to-peer distributed database system (the “Embermine Blockchain”). The Embermine Blockchain will permit access to transactional and other programmatic commands upon the consumption of a certain quantity of “EMB tokens”, which shall operate as a form of transaction control/access mechanism within the Embermine Blockchain.
- Distributed Database Entry Pre-Order
You are pre-ordering a distributed database entry in the first "block" (the “Genesis Block”) of the Embermine Blockchain with a certain quantity of EMB tokens associated (“Your Order”).
- Distributed Database Entry Pre-Order Credentials
Your Pre-Order shall include credentials that will allow You to control the associated EMB tokens once the Embermine Blockchain and Embermine software ecosystem are made available.
- Delivery Via Genesis Block
The Company shall have fulfilled its obligations to You upon the launch of the Embermine Blockchain with Your Pre-Order embedded cryptographically in the Genesis Block in such a way that You shall be able to make use of Your Pre-Order quantity of EMB tokens on the Embermine Blockchain. The Company shall have no further obligation to You after the Embermine Blockchain launch.
The Company represents and warrants that the Genesis Block will contain entries totaling no more than 100,000,000 EMB tokens.
- Not Purchase of Software
You are not purchasing the Embermine Blockchain software.
The Embermine Blockchain software is expected to be open-source software developed in part by the Company, and in part by volunteer developers, and made available at no cost. The Company and/or independent developers may also make available software on a commercial basis that will require EMB tokens in order to execute or manipulate transactions related to the Embermine Blockchain.
- Embermine Software Launch Date
The Company may provide guidance on the expected launch date of the Embermine Blockchain but due to the uncertain nature of software development and pioneering aspects of the Embermine Blockchain, the actual launch date may differ from the Company’s expectations. If You provide contact information as part of Your Pre- Order then the Company will provide You with updated information regarding the launch from time-to-time.
- For Embermine Platform Use Only
The Embermine Blockchain is intended to be used only for Embermine Platform applications such as Smart Contract Creation and Management.
Your Pre-Order is not refundable and is irrevocable (cannot be cancelled) once placed.
- No Warranty
The Company does not warrant that Your Pre-Order will be suitable for Your purposes (or any purpose) and is offered to You without any warranty whatsoever (on an "as-is" basis).
The Company shall not be liable for any losses, damages, claims, economic damages, or any other money amounts related to Your Pre-Order, to the maximum extent permitted by law, in tort, contract, negligence or any other theory of law.
- Securing Your Pre-Order and EMB tokens
The Company strongly recommends that You take steps to ensure that Your Pre-Order credentials are not intercepted in transit or stolen while at rest on your computing device. Your Pre-Order credentials will allow anyone possessing them at the time of the Embermine Blockchain launch to use the EMB tokens associated cryptographically with the credentials.
- Use of EMB tokens for the Smart Contract Platform
Each EMB token represents a single access User License for the Embermine Blockchain, as well as voting rights, and used in other ways still being determined by the Compnay. The Company specifically disclaims any responsibility for losses related to Your inability to use certain elements of the Embermine Blockchain due to an insufficient number of EMB tokens.
- Lost Pre-Order Credentials At Your Risk
If You lose or destroy Your Pre-Order credentials then You will be unable to access the corresponding EMB tokens. It is not technically possible for the Company to recover or replace lost or destroyed credentials, and the possibility of this is entirely at Your own risk.
- Relation of EMB tokens to Embermine Blockchain – Disclaimer of Risk
EMB tokens only have utility within the context of the Embermine Blockchain. If the Embermine Blockchain is not created then Your Pre-Order will not be fulfilled by the Company.
You agree not to hold the Company responsible for issues related to the Embermine Blockchain, Embermine software, Smart Contract or any other related components, including failure to complete any aspect of the project or technical limitations of the project that reduces or completely eliminates the utility of EMB tokens to You (or any other person). The functioning of the Embermine Blockchain will be entirely independent of the Company and its features or operating parameters will be set by the participants in the Embermine Blockchain (nodes, users, etc.)
- Compliance with Local Law
There may be laws that apply to Your Pre-Order in Your jurisdiction. You shall be solely responsible for compliance with local law and shall indemnify the Company against any liability (including the costs of defending against claimed liability) incurred as a result of Your non-compliance.
- Limitation of Liability
Notwithstanding any other provision of this agreement, the Company’s liability to You shall be limited to the US Dollar value of any consideration paid for Your Pre-Order.
- Governing Law and Choice of Forum
Any dispute related to this agreement shall be governed by the laws of the United States of America and the State of Nebraska, and heard in the courts of the State of Nebraska.
If any provision of this agreement is deemed to be unenforceable or unlawful by a court or competent authority then the offending provision shall be struck out and the remaining provisions shall continue in effect.
- Entire Agreement
This is the entire agreement between the parties with respect to EMB tokens or the Embermine Blockchain and supersedes any other understanding, representations or agreements between the parties.
The Ember (EMB) ERC-20 holder token will be created and distributed on June 15th, 2017 with an intended Genesis Block creation date in mid-October. An application within the Embermine Platform will allow Users to convert the EMB ERC-20 holder token into the permanent EMB EOS-based token when the Genesis Block is created.
A minimum of 50,000,000 EMBs will be distributed to the sale participants is a total minimum of 58,823,530 EMB distributed on June 15, 2017. A maximum of 117,647,060 EMBs would be generated during this sale.
Directions for Open Participation:
Because you participated in the original token sale, we are offering for you to participate in this sale at a special rate. We have reserved EMB tokens for your account equal to the amount that would be received using the same amount of BTC you committed during the original sale. You can choose to order more, less, or none.
There are a limited number of “extra” EMB tokens available at the special price, available on a first come, first served basis. The initial extra inventory for these tokens is 10,005,500 EMBs
We are also offering up to 50,000,000 EMBs that can be ordered by anyone, including past participants at the regular rate.
Please fill in all of the following information and submit it. Then send your payment to the appropriate address for the currency that you are using. NOTE: You can send from an Exchange address, but the Ethereum address that you provide must NOT be an Exchange address as they can often not accept custom ERC-20 tokens.
If you need to create an Ethereum address, please follow these instructions. Please contact us if you have any questions!