Please read these terms and conditions of use of the BnkToTheFuture Online Investment Platform including the Schedule (Terms) carefully before signing up as a user of any of the products or services (Services) offered on the www.BnkToTheFuture.com website (Website). These Terms will apply to your use of the Website as well as to any Services you use, in addition to any supplemental terms and conditions you may be required to agree to, in order to access those particular Services. The Terms constitute a binding agreement between you, as the user of the Website and any Services and each member of the BF Group (as defined below). Your use of the Website and/or any Services will confirm your acceptance of these Terms. Please note that changes may be made to the Terms from time to time to reflect changes to the Services offered, changes to applicable laws or regulations or other changes that any member of the BF Group considers desirable. Any such changes will be published on the Website and your continued use of the BF Platform shall be your consent to such changes.
In these Terms, capitalised terms have the following meanings:
|Account||means your user account on the BF Platform, including your User Data and Account Balance.|
|Account Balance||means, at the applicable time, the balance of funds credited to your Account and held by or on behalf of the BF Group or subsidiaries in one or more client accounts.|
|Affiliate||means, in relation to any person, any other person that directly or indirectly controls, is controlled by or is under common control with that person.|
|BF Content||means content generated by the Platform Operator that may be displayed on the Investor Page. All information included in such content is provided by the applicable Investee Entity to the Platform Operator and is presented by the Platform Operator in good faith.|
|BF Global||means BF Global, a Cayman Islands exempted company with registered number 344615.|
|BF Group||means BF Global, the Platform Operator, the Platform Company, BTF Admin, BTF HK and any of their Affiliates from time to time.|
|BF Platform||means the online investment platform comprised of the Website and the Services operated by the Platform Operator.|
|BF Staff||means all individuals who represent the BF Group, including, but not limited to, contractors, agents, consultants, partners or other parties working on behalf of the BF Group.|
|BF Token (BFT)||The membership and rewards crypto tokens issued by the Platform Operator, as more fully described in the white paper at http://bf-token.BnkToTheFuture.com/pdf/whitepaper.pdf.|
|BF Wallet||means the digital wallet application owned and operated by BF Global.|
|BTF Admin||means BnkToTheFuture Admin Limited, an English company with registered number 07903799.|
|BTF HK||means BnkToTheFuture (HK) Limited, a Hong Kong company with registered number 2205217.|
|Broker Member||means a Member that is authorised to act as a broker dealer for Investor Members to facilitate their investments on the BF Platform, generally to satisfy legal and/or regulatory restrictions in an Investor Member's home jurisdiction.|
|Control||means the power or authority, whether exercised or not, to direct the business or management of a person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.|
|Digital Wallet||means a digital profile representing a balance of Funds held, that allows the user to hold and transfer such Funds in an electronic format.|
|Electronic Transactions Law||means the Electronic Transactions Law (as revised) of the Cayman Islands.|
|Escrow Account||means one or more bank accounts and/or Digital Wallets (as applicable) that are created to hold the Funds of Investor Members during a PItch. The operation of the Escrow Account may be carried out by the Platform Company as a service for the Platform Operator. Or in the case of US Investor Members their Pitch investments will be held by PrimeTrust in a specified Escrow Account set up for a Pitch.|
|Escrow Agent||means the agent indicated in the Investment Agreement, who is appointed by the Platform Company to hold funds until the Platform Company communicates to the Escrow Agent the Completion Determination (as defined in the Investment Agreement). The Escrow Agent may vary from time-to-time depending on the jurisdiction of Investor or the type of transaction. For bank card payments the Escrow Agent is Prime Trust (Prime Trust LLC offers trustee and fiduciary services and is a “bank” under the SEC Rule 15c2-4 and a “Qualified Third Party” under Reg CF and are able to hold assets as a qualified third party trustee. It is incorporated and registered in Las Vegas, 330 S. Rampart Blvd., NV 89145, United States, with registration number 812236823 (File Number 021-337687)) including for non-US and US Investors. For other types of transactions involving US investors the Escrow Agent is Prime Trust. For non-US investors where the transaction is not a bank card payment the escrow agent is the Platform Operator.|
|Forum Content||means content generated by Members on a forum provided to them on the BF Platform for sharing content about investment opportunities.|
|Funding Member or Investee Entity||means a Member that is authorised to submit a Pitch on the BF Platform.|
|Funds||means any fiat currency or any non-fiat electronic currency (including, without limitation, crypto-currencies such as Bitcoin and Ethereum).|
|HNW Person||means a high net worth person, as defined in the SIBL.|
|Investee Entity||see Funding Member above.|
|Investee Securities||means any shares or other equity interests, debt securities, blockchain tokens or any other unitised representations of value that may be, or have been, invested in by Investor Members through a Platform SP pursuant to a Pitch.|
|Investment||means an indirect investment in Investee Securities offered by a Funding Member through the BF Platform, represented by Platform Company Shares.|
|Investment Agreement||means a standard form investment agreement available on the BF Platform, between an Investor Member, the Platform Operator, the Platform Company and the applicable Platform SP, setting out the terms and conditions on which the Investor Member may make a specified Investment (pursuant to a Pitch or by acquisition from another member on the Secondary Market).|
|Investor||means an Investor Authorised Member that invests in Shares of a Platform SP.|
|Investor Member or Investment-Authorised Member||means a Member that has been authorised to make Investments through the BF Platform.|
|Investor Page||means the investor page on the BF Platform containing Pitches.|
|IPO||means, in respect of an Investee Entity, any initial public offering of its Investee Securities.|
|Member||means any person that has established an Account, whether such person is a User, Investor Member, Premium Member, Broker Member, Funding Member or any other category of Member from time to time.|
|Non-Disclosure Agreement||means a standard form non-disclosure agreement available on the BF Platform, between an Investor Member and the Platform Operator, setting out certain confidentiality terms and conditions that will apply to the Investor Member in relation to a specific Pitch.|
|Payment Gateway||means any payment method made available to Members by the BF Platform from time to time, which may include, without limitation; credit and debit card payments through third party service provider PrimeTrust.|
|Payment Information||means any payment data required by the BF Platform and/or any third party Payment Gateway provider to process a Member's payment through that Payment Gateway.|
|Pitch||means the submission of and investment opportunity in Investee Securities submitted to the BF Platform by a Funding Member.|
|Pitch Agreement||means a standard form pitch agreement available on the BF Platform, between a Funding Member, the Platform Company and the Platform Operator, setting out the terms and conditions on which the Funding Member may submit a Pitch on the BF Platform.|
|Pitch Content||means any information that is presented on the Investor Page including slides, videos, information and documentation produced by the Investee Entity.|
|Platform Company||means BnkToTheFuture Capital SPC, a Cayman Islands exempted segregated portfolio company with registered number 298427 and/or any of its segregated portfolios from time to time, as applicable, and also includes any successor thereto as the entity through which Investments are held.|
|Platform Operator||means BnkToTheFuture, a Cayman Islands exempted company with registered number 296093, and includes any successor thereto as operator of the BF Platform.|
|Platform SP||means a segregated portfolio of the Platform Company created to hold any Investment.|
|Premium Member||means any Investor Member that, at the applicable time, holds sufficient BF Tokens in its Account to qualify for Premium Services.|
|Premium Services||means access to certain Services, including, without limitation, access to certain Investments, discounts and rewards, that are only made available to Premium Members from time to time.|
|Prime Trust||means Prime Trust LLC, a Las Vegas company incorporated with registration number 812236823, which is a "bank" under SEC Rule 15c2-4 and a "Qualified Third Party" under Reg CF.|
|SEC||means the United States Securities and Exchange Commission.|
|Secondary Market||means a facility made available to Investor Members on the BF Platform to facilitate the transfer of existing Investments between Investor Members.|
|Securities Act||means the United States Securities Act of 1933, as amended.|
|Services||means any products or services offered by, or obtainable from, any member of the BF Group through the Website or which are otherwise made available to Members by any member of the BF Group.|
|Shares||means shares in any Platform SP that are issued to Investor Members to represent their indirect investment, through that Platform SP, in Investee Securities of an Investee Entity.|
|SIBL||means the Securities Investment Business Law (as revised) of the Cayman Islands.|
|Side Letter||means a supplement to an Investee Entity's Pitch Agreement in respect of a Pitch, among the Investee Company, the Platform Operator, the Platform Company, the applicable Platform SP and its Investors.|
|Sophisticated Person||means a sophisticated person, as defined in the SIBL.|
|Terms||means these Terms and Conditions of Use of the BnkToTheFuture Investment Platform.|
|Third Party Content||means content regarding an Investee Entity generated by third parties and not displayed on the BF Platform.|
|User||means a non-Member that accesses the Website and/or a Member that has not been authorised as an Investor Member, Broker Member or Funding Member.|
|User Generated Content||means any content, in any format, created and/or uploaded to the Website by a User.|
|Website||means the website at www.BnkToTheFuture.com and any sub-domains thereof (unless expressly excluded by their own terms and conditions).|
|You||means any person accessing or using the Website and or any Services and Your should be interpreted accordingly.|
|Account Creation Stage||Verifying using BF ID||Self Certifying using BF ID||Fully Certifying using BF ID|
|BF Tokens Reward Amount||1,000||1,000||1,000|
|BF Member||BF Premium Member||BF Premium+ Member||
Partner (coming soon)
|Minimum no. of BF Tokens to be staked on BF account or linked BF Wallet.||0||10,000||100,000||1,000,000|
|BF Tokens Reward for verifying & certifying on BF Identity (BF ID)||Yes||Yes||Yes||Coming soon|
48 hours Priority Access
|50% Discounted Trading fee on BF Secondary Market when paid with BF Tokens||No||Yes||Yes||Coming soon|
|BF Tokens Reward of 1,000 BF Tokens for every $1,000 invested on BF Primary Markets.||No||No||Yes||Coming soon|
The Platform SP applies the subscription proceeds from the issue of each Investor's Shares to subscribe for matching Investee Securities issued by the Investee Entity.
This Schedule explains key factors relating to your investment in the Platform SP. The Schedule describes the particular process of investing in the Platform SP on the BF Platform, the risks associated with investing in general, the risks of investing in an Platform SP, and the general risks of the industry that Investee Entities operate in. You should read this document in detail and assure yourself that you understand the structure and risks of this investment.
Your Investment in a Platform SP will be governed by the terms of an Investment Agreement, a Side Letter and these Terms (all of which are made available to you on the Investor Page). By proceeding with any Investment you agree that you have read and accepted the contents and terms of the applicable Investment Agreement and Side Letter, as well as these Terms. This Schedule to the Terms is provided to you as a means of giving you an overview of the investment and associated risks.
To invest in a Platform SP, you must first be an Investment Authorised Member of the BF Platform and are therefore bound by the Terms, which regulate your use of the BF Platform.
Once you are an Investment Authorised Member you will be required to be accredited to be able to access any of the investment opportunities displayed on the BF Platform. If you are from the United States, then our US Broker Member will review your accredited investor status and decide if you can invest in an opportunity. If you are from other countries, then you may be required to go through one of the BF Platform’s other Broker Members to determine your investor status and whether you are able to access and/or invest in this opportunity. At times, if there are no Broker Members available to verify your investor status, the Platform Operator will determine whether you qualify to invest.
Where applicable, if you are from the United States then you will be required to accept the terms of our US Broker Member (“Broker Member Terms”). The Broker Member Terms sets out the role of the US Broker Member in verifying your accreditation status and compliance with the relevant exemption applicable and your consent to share your data with the US Broker Member for that purpose.
All documents referred to in this Schedule can be found and downloadable from the Investor Page. If you are not familiar with any document referenced in this Schedule feel free to contact the Platform Operator directly to provide you with a copy via email.
You should seek legal and or tailored financial advice from a suitable professional about any potential Investment. You should understand your own tax situation before making an Investment. It is entirely your responsibility to ensure that you are aware of the implications of investing in any Platform SP through the BF Platform. You are urged to seek professional tax advice on your use of the BF Platform and in relation to any Investment you make. Neither the Platform Operator nor the Platform Company should be regarded as providing any advice to you in relation to any Investment. The content displayed in this Schedule or on the Investor Page should not be construed as an investment recommendation.
The risks outlined below under the heading “Risk Factors” are indicative risks of the business and industry but are not intended to be exhaustive. There are numerous and unpredictable risks affecting businesses and industries which may have an adverse effect on this investment. You are advised to conduct your own due diligence in respect of any Investee Entity presented on the BF Platform.
You can find information on the Investee Entity on the BF Platform. This Pitch Content includes what we refer to as the Financing Documents which are the terms upon which the Investee Entity will offer Investee Securities to the Platform SP ; as well as other information that has been provided by the Investee Entity regarding their company. This may include the Pitch and other slides, videos, information and documentation produced by the Investee Entity and hosted on the Investor Page of the BF Platform (together with the Financing Documents, the “Pitch Content”).
All Pitch Content is provided to you on an as-is basis. The Platform Operator will not have verified whether any information provided by an Investee Entity found in the Pitch Content is accurate or is not misleading. The Platform Operator has assumed that all information provided by the Investee Entity has been provided in good faith. The Platform Operator does not provide any warranty on the accuracy of the Pitch Content. Neither the Platform Operator nor any Investee Entity warrant that any such information is still current at the time of any applicable Investment and no Investee Entity is under any obligation to make ongoing updates to its Pitch Content.
The Platform Operator may generate BF Content about the Investee Entity and display it on the Investor page of the BF Platform. This content may consist of content such as interviews between BF and the founders of the Investee Entity. The BF Content is to provide the opportunity for the Investee Entity to describe its business and to present the Investee Entity to the Investors. Any BF Content such as interviews with founders and marked as such, is provided simply as anecdotal information and you confirm that you have not relied on any applicabile BF Content should you decide to proceed with any Investment.
The Platform Operator does conduct verification on the founders of the Investee Entity, including “bad actor” background checks. These background checks are done on a proportionate and best endeavours basis. The Platform Operator by no means represents that its due diligence is absolutely able to detect all adverse information on the founders or persons involved in the Investee Entity. Further information about the due diligence process undertaken by The Platform Operator can be found in the Investment Agreement.
The BF Platform permits Investors to discuss between themselves investment opportunities in a forum. Your use of this forum is subject to the Membership Terms. Investors may share Forum Content about investment opportunities on such forums. At times an Investee Entity may communicate with potential Investors on the Investors forum. You confirm that you have not relied on any applicable Forum Content should you decide to proceed with any Investment.
You may have seen other Third Party Content outside of the Investor Page about the Investee Entity. For example, you may have read press releases about the Investee Entity or similar content on third party websites, or you may have received information about the Investee Entity from third parties. This Third Party Content is content that the Platform Operator is not in control of. You confirm that you have not relied on any applicable Third Party Content should you decide to proceed with any Investment.
The two-person Board of Directors of the Platform Company is comprised of Simon Dixon and Bliss Dixon. Please refer to the organisation chart above to show their ownership and management role of the Platform Company. Every decision related to the Platform Company and any and all Platform SPs are made by the Board of Directors of the Platform Company. There are no other employees of the Platform Company, and no employees of any Platform SP.
All decisions relating to SPs will be made by both persons as directors. A description of their background is provided as follows:
Simon Dixon is the CEO and co-founder of BNKToTheFuture.com and author of the book, ‘Bank to the Future’.
An ex-investment banker, market maker and stock broker before co-founding BnkToTheFuture.com and becoming a FinTech angel investor. Simon qualified as an economist with a master’s degree in economics at the University of Manchester as well as holding professional qualifications in financial planning, securities and investments and regulatory compliance with the Chartered Institute for Securities and Investments.
Simon is regularly found speaking in the media about sustainable banking, Bitcoin and alternative finance with articles in the Financial Times, Wall Street Journal, City AM and has provided commentary for the BBC, Bloomberg, CNBC and Reuters to mention a few.
Bliss Dixon is the COO & co-founder of BnkToTheFuture.com with a focus on legal compliance and risk management.
Ms. Dixon completed professional training on Anti-Money Laundering and securities and investments with the Chartered Institute For Securities & Investments after a professional career in retail banking at Barclays PLC.
Ms. Dixon has over 9 years experience working as chief operating officer for financial institutions and 15 years experience working in tightly regulated industries.
Each Platform SP will issue a different class of Shares to represent each type of Investee Security it holds and two sub-classes of each class Shares: A Shares and B Shares. A Shares and B Shares have the same rights and rank pari passu, except in the event a Platform SP is given the opportunity to vote or give a consent in respect of its Investee Securities (in which case A Shares will have superior voting rights in certain circumstances, as described below).
From time to time a Platform SP may be requested or may need to solicit the consent of its Investors on a particular course of action or corporate action. In such circumstances, the Investors in the Platform SP will be asked to vote their Shares (in writing or by poll vote at a shareholder meeting) to indicate how it would like the Platform SP vote in respect of the Investee Securities. To the extent permitted by applicable law and/or the Investee Entity's constitution, the Platform SP will exercise any voting or consent rights in the Investor Underlying Securities in accordance with the Investor's instructions.
The Platform SP may issue two different sub-classes of Shares in respect of any class of Shares (with a separate class of Shares issued in respect of each type of Investee Securities held by the Platform SP), A Shares and B Shares. The A Shares and B Shares of any class have the same rights and rank pari passu, except in the event the Platform SP is given the opportunity to vote or give a consent in respect of the applicable Investee Securities. In such a case, when the Investors vote their Shares to indicate how they would like the Platform SP to act in respect of the Investee Securities, the Platform SP will use its reasonable efforts to vote or give or withhold or abstain from consent, as applicable, in the same proportions as the votes of the Investors. If, in relation to a particular vote or consent, the Platform SP is not permitted to split the vote or consent, it will first seek the unanimous vote or consent (for or against) of the holders of the applicable class of Shares and will act in accordance with such vote or consent, but if unanimity is not achieved, the Platform SP will vote or consent in respect of all the applicable Investee Securities in accordance with the vote of the majority of A Shares voted. Where no A Shares are issued or no A Shares are voted, the Platform SP will vote or consent in accordance with the vote of the majority of B Shares voted;
Investment Authorised Members will only be able to invest amounts greater than $1,000. Any investment less than $25,000 will receive B Shares in the applicable Platform SP, while investors investing more than $25,000 will receive A Shares. This means that only Investors who invest at least $25,000 will definitely have the right to vote on a pass-through basis when the applicable Platform SP has the opportunity to vote its Investee Securities.
A Platform SP may or may not be entitled to information from an Investee Entity after the investment in the Investee Entity has taken place. The type of information that may not be available may include financial information (including accounting and projections), corporate plans (including financing or merger and acquisition plans) or other information an Investor might consider significant. Available Investee Entity information will differ depending on contracts entered into between the Platform SP and the Investee Entity. The Platform SP will endeavour to request from the Investee Entity regular updates as to its progress. However there may be limitations on the type and quantity of information that an Investee Entity is willing to divulge. The BF Group disclaims any and all liability for any lack of information provided to Investors in respect of an Investee Entity. All information shared by a Platform SP with Investors is confidential (note more details on your obligation as an Investor to keep information shared confidential is below in the Summary section below), on a good faith and best endeavours basis and is subject to the contractual limitations specified in the contract with the Investee Entity. If the Investee Entity decides not to provide information or is no longer responsive to requests for information, no member of the BF Group is bound to take legal action against the Investee Entity to compel them to carry out a contractual duty. All information provided by the Investee Entity in relation to their progress, financial situation or other information is provided to the Platform Operator on an ‘as is’ basis. The Platform Operator does not verify the accuracy of the data provided. In the event that the Investee Entity misrepresents its progress, the BF Group disclaims any liability for the same.
There may at times be a conflict of interest between the interests of the BF Platform, the Platform Company or a Platform SP, and the Investors in a Platform a Platform SP. This conflict may arise as the BF Platform collects a Holding Fee from the Investee Entity as described below. There may be other instances of conflicts that may arise from time to time. The directors of the Platform Company are the only authorised persons to enter into contracts on behalf of an SP and their interests may conflict with those of the SP shareholders.
All Investors will receive an electronic certificate evidencing their ownership of any Share. Investors’ details will be added to a share register of the applicable Platform SP in respect of any Shares that they own. For further details please refer to the Timeline section below.
You are investing in the Platform SP and not the Investee Entity. You will receive Shares in the Platform SP that are not freely transferable. You may have seen on the BF Platform that there is a secondary market for Shares. However, such secondary market may not apply to a particular offering. To be clear the transfer restriction means not only that you cannot freely sell any Shares, but it restricts you from assigning, pledging, gifting, granting a participation interest in, encumbering, mortgaging, or otherwise disposing of the Shares. This restriction would not apply in the event that the Investee Entity were to do an Initial Public Offering (please read the section below on IPO to understand what would happen in that instance). The transfer restriction does not apply to any transfer which is done for estate planning purposes, pursuant to divorce settlements, that occurs by operation of law, by will or intestacy, to an entity established solely for the benefit of yourself or your immediate family or, in the case of an entity, to an entity that wholly owns, or is under common control with such entity. Any permitted transfer is also only accepted if the entirety of the Shares held by an Investor are transferred, meaning that any transfer will not increase the total number of Investors in a Platform SP.
The Platform Operator and the Platform Company have a due diligence process to determine that statements provided by the Investee Entity are supported by documentary evidence. However, we disclaim any liability for statements made by the Investee Entity and shared with you that may later prove to be inaccurate. It is the responsibility of Investors to conduct their own due diligence on the Investee Entity. All Investors agree to waive any legal action against the BF Group in relation to representations made by the Investee Entity that prove to be inaccurate. The BF Group is under no obligation to commence any legal proceedings on behalf of any Investor. Any legal action to be taken by an Investor should be directed to the Investee Entity on the basis of rights provided to Investors in the applicable Side Letter. In the event that an Investor wishes to pursue action against an Investee Entity, the applicable Platform SP will cooperate with the Investor in facilitating that process within the scope of what is reasonable and proportionate in the circumstances; if any such facilitation results in additional costs for the Platform SP, then the Investor may be charged any such reasonable costs to support the Investor in any such claim which the Investor agrees to pay for.
All information shared by the Investee Entity to the BF Group is strictly confidential. You are reminded that when you became a Member that you accepted a non-disclosure agreement. That non-disclosure agreement covers all materials that you see on the Investor Page provided by the Investee Entity and any further materials or information provided by the Investee Entity at a later date. You may be required to sign an additional confidentiality agreement to meet the level of non disclosure as required by the Investee Entity.
Additional Shares in an existing Platform SP are unlikely to be issued, following a funding round. Upon completion of a funding round, the applicable Platform SP purchases a fixed number of Investee Securities and issues corresponding Shares to Investors. The Platform Company typically creates a new Portfoliio SP for each new funding round of an Investee Entity. While it is not anticipated that any Platform SP will issue additional Shares outside of a funding round, it nonetheless has the ability to do so if required. For more details, please refer to the Articles of the Platform Company found on the Investor Page.
In the case of any conversion of convertible Investee Securities into other Investee Securities (such as preferred shares into common shares), it is not anticipated that the relevant Platform SP would issue additional Shares. However, the Investee Entity may continue to raise capital by issuing more of its equity, whether in the form of common shares or other classes of shares which could lead to the dilution of the Investee Securities held by the Platform SP. Where an Investee Entity provides an Options Scheme for stakeholders and employees, the Options Scheme may cause dilution to the Investee Securities held by the applicable Platform SP (usually of up to 10%, by the issue of additional shares in the Investee Entity upon the exercise of any such options).. A Platform SP’s rights as a holder of Investee Securities will vary and it is not intended that any Platform SP will own controlling shareholder positions in any Investee Entity. Therefore, any Platform SP will have limited and minority control over its Investee Entity. A Platform SP's interest in its Investee Entity will likely not be significant enough to influence the Investee Entity in any decisions relating to its equity structure, financing, management, or day to day operations.
The purchase price of each Share is the same as the purchase price of the corresponding Investee Securities. Where practicable, a Platform SP will issue one Share to represent one Investee Security, but in some cases the pricing of Investee Securities may result in the Platform SP issuing Shares that represent multiple Investee Securities or fractions of Investee Securities. The price of the Investee Securities is not derived by the Platform Operator or the Platform Company, but determined solely by the Investee Entity. It is likely that the Investee Entity has established a valuation method to determine the price of its Investee Securities. Any information provided by the Investee Entity to the Platform Operator relating to the valuation or pricing of its Investee Securities is provided on an as-is basis. The BF Group will not have verified any such valuation or pricing presented to it. The BF Group disclaims any liability for the valuation process or method employed by the Investee Entity.
There is a minimum amount required before the Platform SP can proceed with the investment in the Investee Entity. This minimum amount is described in the Side Letter as the Minimum Funding Goal.
You confirm that you will provide information that is accurate and up to date and that you will not provide any false statements or misrepresentations about your ability to meet the accredited or professional investor requirements. Neither BF Group nor the Investee Entity accepts any liability for your failure to qualify to invest in an Investee Entity due to your inability to qualify as an accredited investor, professional investor, HNW Person or Sophisticated Person.
In respect of any Investment you elect to make, you represent (as at the time you make the Investment) that you have received adequate information concerning all matters which you consider material to making a decision to purchase Shares. You represent that you are capable of evaluating investment risks independently and will exercise independent judgment, and that you will not have not relied on any BF Content, Third Party Content or Forum Content to make an investment decision. The Platform Operator provides on the Investor Page any information an Investee Entity has provided for display for you. However, BF Group does not confirm the accuracy of any such information. See more information on Pitch Content and Forum Content above. You acknowledge that you have sufficient knowledge and experience in financial and investment matters, and in illiquid investments in particular and you are capable of evaluating the merits and risks of any Investment without the assistance, if applicable, of an Investor Representative (such term defined in the Securities Act). You acknowledge that you can bear a complete loss of any Investment you choose to make and that such loss would not materially adversely affect your capital needs (in case of an entity) or your standard of living or that of your family (in the case of an individual).
You represent that you meet the investor qualification requirements of the Cayman Islands as a Sophisticated and/or High Net Worth investor. A Sophisticated person is a person who “by virtue of knowledge and experience in financial and business matters is reasonably to be regarded as capable of evaluating the merits of a proposed transaction; and (y) participates in a transaction with a value or in monetary amounts of at least US$100,000 or its equivalent in any other currency, in the case of each single transaction”. A High Net Worth person is an individual with a net worth of at least US$1,000,000 (or its equivalent in any other currency); or any person with total assets of at least US$5,000,000 (or its equivalent in any other currency).
The Shares of any Platform SP will be offered in the United States to accredited investors only. If you are an Investor located, or the Investee Entity is incorporated, in the US, your investment will be subject to the rules and regulations promulgated by the SEC. If you are from the United States your ability to participate in an Investment will only be possible if you and the applicable Platform SP qualify for an exemption from registration requirements of the SEC. For United States investors, to be an accredited investor, you must be:
A natural person with income exceeding USD$200,000 in each of the two most recent years, or joint income with a spouse exceeding USD$300,000 and a reasonable expectation of the same income level in the current year;
A natural person who has individual net worth or joint net worth with the person’s spouse that exceeds USD$1 million at the time of the purchase, excluding the value of the primary residence of such person;
Any trust, with total assets in excess of USD$5 million, not formed specifically to purchase the subject securities, whose purchase is directed by a sophisticated person;
Any entity in which all of the equity owners are accredited investors.
If you are a United States Investor, you warrant to BF Global and any applicable Investee Entity and, where relevant, Broker Member that you understand and meet the requirements to qualify as an accredited investor as defined under Rule 501(a) of Regulation D promulgated under the Securities Act.
If you are from the United States, you agree that you will cooperate with the process of determining whether you qualify as an accredited investor.
There is a maximum of an aggregate of 99 Investors permitted into any US SP. This means that, if you are from the US, you may not be able to invest in an offering if the total number of Investors in the applicable US SP has reached this limit. You will note below that all transactions involving US persons shall involve an Escrow Agent. Any US investor may be presented with single or multiple ways to pay for their investment including: ACH, Card Payments, Bank Wire or BTC/ETH. Investors should note the period of clearing transactions varies based on the terms of the Escrow Agent. Investors from the US that invest through our Escrow Agent may not settle the transaction resulting in that Investor being removed from the list of Investors into the US SP. It is our discretion, based on information provided by the Escrow Agent to us, to reject any investment on the basis of your payment not clearing with the Escrow Agent. Such rejection is final resulting in you not being considered to have invested in the applicable US SP. A US SP may reach 99 Investors, at which point, no further US investors will be permitted or able to invest in the Platform SP. However due to the settlement reversals indicated to us by the Escrow Agent there may be additional slots (Additional Slots) that become available again during the funding campaign. At the point that the Additional Slots become available US investors may be able to continue to invest in the US SP. These Additional Slots are available on a first-come-first-serve basis and we are not obliged to inform investors of when such Additional Slots become available. Should any investor succeed through any administrative or technical fault to invest when the US SP has already been deemed to reach the cap of 99 investors, then the Investment made shall be deemed not have been completed and the US SP shall have the right to reverse the transaction and refund the investor accordingly less any transaction charges associated with the refund.
If you do not invest from the US, you must meet the definition of a professional investor as defined by the BF Platform and adhere to the Cayman Islands requirements for investor qualification. If you are a non-US investor, then BF Platform may, in addition to local Cayman Islands requirements, assess, at its own discretion, and based on your local jurisdiction, whether you meet the correct investor qualification in your local jurisdiction.
You agree to cooperate with the process to determine whether you are a professional investor under Cayman Islands law and or professional investor as defined in your local jurisdiction.
Once registered under the Cayman Islands Companies Law, a segregated portfolio company (an SPC) can operate segregated portfolios (SPs) with the benefit of statutory segregation of assets and liabilities between SPs.
Some advantages of an SPC are the structure enables protection of the assets of one portfolio from the liabilities of other portfolios and also allows the ability to create SPsportfolios either with different strategies, different investors or different share-classes in mind. More information about SPCs and their risks can be found below in the Risk section.
The Platform Company is owned and controlled by BF Global which is also the owner of the Platform Operator, which operates the BF Platform. BF Global is a part owner of BMI Capital, the US Broker/Dealer designated by the BF Platform to arrange deals in Investments for US persons. BF Global is a part owner of Diacle Limited which is a UK company which is authorised by the Financial Conduct Authority to arrange deals in investments for UK persons. Simon Dixon and Bliss Dixon are not part of the management of the following entities:
BMI Capital International LLC (“BMI“) is a registered US Broker/Dealer and member of FINRA and SIPC. BMI specializes in corporate finance advising, raising equity, and venture services for customers in the United States
There are three types of fees applicable in the BF Platform. The first is the fee charged to the Investee Entity which is the Commission. The second are the fees charged to the Investors referred to as the Holding Fee. The third are merchant processing fees. These fees are further described as follows:
Investors do not pay any commission to the Platform Operator to make an Investment on the BF Platform. Any commission is charged to the Investee Entity.
Any distribution of funds generated for Investors in an Investment is subject to a Holding Fee, which is imposed on Investors rather than the Investee Entity and is charged directly to the Investors by the Platform Company. The Holding Fee is imposed on any distribution of funds to a Platform SP, including profits, sales proceeds of the Investee Entity, dividends of the Investee Entity or other revenue that is paid to the Platform SP. Further details on the Holding Fee can be found in the Investment Agreement. All distributions are paid to an Investor’s Account. The Investor is then able to withdraw from that Account less the Holding Fee.
The BF Platform may be charged fees for third party merchant processing of credit cards or cryptocurrency payments. All such fees are disclosed to Investors at the point that an Investment is made on the BF Platform. These fees are discussed elsewhere in the Terms.
If, as an Investor, you invest in a Pitch, you are agreeing to invest in Shares issued by a Platform SP, that will aggregate the investments of all participating Investors and invest as a single investor in the Investee Entity. Proportionally each Investor has the same underlying economic benefit as if he or she would own Investee Securities directly.
A segregated portfolio company is a single entity which may create internal segregated portfolios for the purpose of segregating assets and liabilities. The assets and liabilities of each Platform SP are segregated from the general assets and liabilities of the Platform Company and from each other Platform SP.
The segregation within the segregated portfolios of a Cayman Islands segregated portfolio company will not necessarily be recognised in all other jurisdictions. As a result the Platform Company structure, particularly the segregation of assets and liabilities within Platform SPs, could be subject to the risk of legal challenges.
The rights of Investors as holders of Shares are described in the Investment Agreement and the articles of association of the Platform Company which can be found here.
The issue price of Shares will reflect and will generally match 1:1 the current price of the Investee Securities. The Platform SP will generally issue the same number of Shares as the number of Investee Securities the Investee Entity issues to the Platform SP. However, for practical reasons, in some cases Shares will be issued that represent multiple Investee Securities or fractional Investee Securities; and fractional Shares may also be issued.
If convertible Investee Securities held by a Platform SP are convertible into shares of the Investee Entity, the Platform SP may only have a minority interest in the Investee Entity. As a minority shareholder the Platform SP may have limited power to influence the Investee Entity in its decision making. You are advised to read the by-laws/ articles of association of the Investee Entity and the other contractual documents on the Investor Page to understand more about the rights of shareholders of the Investee Entity. The board of the Investee Entity may decide to sell or merge the company to/with a third party, or liquidate the company; a majority of the shareholders may decide to go ahead with this transaction and drag the minority shareholders along, meaning that the minority shareholder may be forced to do an action such as to sell their shares. As a minority shareholder, Platform SP will have little or no influence over such a decision.
The Platform Company legal structure may not be recognised in all jurisdictions. This may have an effect on the taxation of an Investor interest in a Share issued by a Platform SP. All Investors should obtain independent legal advice before investing as to their personal tax situation.
There is no guarantee that you will be able to access a potential exit opportunity with any Investment. However, there may be cases where an Investee Entity is acquired or the management of the Investee Entity decides to buy back the Investee Securities they have sold to the Platform SP. There may also be other potential exit scenarios to those listed below. This section should be read with the applicable Investment Agreement in particular Clause 9 of the Investment Agreement which describes how the Platform SP will deal with exit scenarios.
This scenario provides a sale of the business to a third party operating in a similar industry of the selling company. This purchase may benefit the holders of Investee Securities.. In this event , at the option of the holders, each Investee Security shall be converted into Investee Entity common stock or cancelled in exchange for principal amount paid together with any accrued and unpaid interest.The proceeds will then be paid to the Platform SP’s Investors less the Holding Fee.
They are corporate strategies that allow entrepreneurs to combine synergies and expand their offerings of services or products. The risk with such a process is that a joint venture might be a complicated legal arrangement. There is no guarantee that any Investee Securities converted into shares of the new joint venture entity will be worth more than the Investee Entity. At times joint ventures may not be successful and result in having to unwind the arrangement, which can be costly.
There may be instances where the management of an Investee Entity may wish to purchase Investee Securities or the board of the Investee Entity may decide that the Investee Entity should repurchase Investee Securities from the Platform SP.
This may, at times, be a complicated process with no guarantee that the initiative will be successful. Also, the offer to Investors may be less than may be obtainable by Investors selling their Shares.
Offering securities of a company to the public may represent an exit strategy that can be executed when the company has met its business growth objectives and can show investors that the business is maturing.
You will not hold shares directly in any Investee Entity, since the Platform SP holds any Investee Securities.
If the Investee Entity does an Initial Public Offering or is listed on a stock exchange, then the Platform SP will have the right to receive, at the Platform SP’s election, a cash payment equal to the amount invested or a number of shares determined as described in the Subscription Agreement. The description below is the process by which the Platform SP will send you the Investee Entity shares so that you will have those shares in your name and will be able to sell the shares directly into the stock market.
There is no guarantee that anyInvestee Entity securities will be converted into Investee Entity shares and will be listed on a stock exchange or will become tradeable. Most new businesses struggle to reach a level of growth or revenue to be able to list on a stock exchange. The investment you are making is known as an illiquid investment as it can take a long time, if at all, to produce a return on investment.
If an Investee Entity issues capital stock under the SAFE, Investee Securities may be converted into Investee Entity shares. There may be complications surrounding delivering the Investee Entity shares to you on a timely basis. You agree that you will cooperate promptly with the Platform Operator and the Platform Company on the steps you need to take to obtain listed shares. The Platform Operator has explained the basic process for you to receive your shares below, however, you agree that the procedures surrounding the distribution of the shares may change. You agree that you will cooperate promptly with the Platform Operator and the Platform Company to provide any required documents and information necessary to progress the transfer of the shares to you. You also acknowledge that any failure to provide information and documents to the Platform Operator and the Platform Company may result in a delay. Neither the Platform Operator nor the Platform Company accepts any liability for a delay in being able to deliver to you the shares.
You may be required to create an account with a broker to be able to receive anyInvestee Entity shares. It may not be easy for you to create a brokerage account. You may be required to provide documentation and information for this purpose and you may not be able to meet the requirements of the broker. This will result in delays or you will not be able to receive the Investee Entity shares. There may be other administrative matters outside of the control of the Platform Company and the Platform Operator that affect the ability to deliver the shares to you on time.
If you do receive Investee Entity shares at the time of a listing on the stock market, those shares may not be immediately tradeable. The Investee Entity may require you to hold the Investee Entity shares for a period of time before you are entitled to sell. You should review the rights of shareholders in the Investee Entity as outlined in their articles/bylaws or other shareholder agreement. The Investee Entity may impose new requirements or there may be statutory restrictions that may affect your ability to sell the Investee Entity shares once listed. Neither BF nor the Platform Company accept any liability for any delay as a result of you not being able to sell the Investee Entity shares because of these restrictions. There may be certain restrictions imposed on you to sell the shares even if the shares are listed on the stock exchange.
The Platform Company will have an account with a brokerage firm and from that account will distribute the Investee Entity shares to the Platform SP's Investors based on their relative percentages of Shares in the Platform SP.
You agree that upon receipt of the shares of the Investee Entity that the Platform SP will cancel you Shares. By way of example if you have 5 Shares in the Platform SP and then subsequently receive the corresponding 5 shares in the Investee Entity, then your 5 Shares in the Platform SP will be cancelled. You may be asked at the time to sign additional documents to put this process into legal effect where needed.
BF would apply a Holding Fee to the delivery of the Investee Entity’s shares. This fee would be payable in the Investee Entity’s shares.
If an Investee Entity is liquidated then the applicable Platform SP is left open in case any assets come back to be distributed to Investors. Any remaining assets will be paid to the relevant Platform SP based on the type of securities and the amount of securities held.
Almost all investments Investors make in the businesses displayed on the BF Platform are highly illiquid. This means that Investors are unlikely to be able to realise their Investment until and unless the company goes public and its shares are listed on a stock exchange or is bought by another company; and, even if the business is bought by another company or goes public, their investments may continue to be illiquid. Even for a successful business, an initial public offering or acquisition is unlikely to occur for a number of years from the time you make your investment.
Startups and early-stage companies have limited operating histories, which makes it difficult to evaluate their businesses and prospects and may increase the risk associated with the investment in the Investee Entity.
Invest only with risk capital; that is, invest with money that, if lost, will not adversely impact your lifestyle and your ability to meet your financial obligations.
Some businesses on the platform may have successful operational experience. This may have led to strong financial results. However, no past success of the business means that this will continue or that it will increase. Past results are no indication of future performance.
Companies displayed on the BF Platform rarely, if ever, pay dividends. This means that if you invest in a business through the BF Platform, even if it is successful, you are unlikely to see any return of capital or profit until you are able to sell your Shares. Even for a successful business, this is unlikely to occur for a number of years from the time you make your investment.
Information provided in the Pitch is intended solely for informational purposes and is obtained from sources believed to be reliable. Information is in no way guaranteed. No guarantee of any kind is implied or possible where projections of future conditions are attempted.
Results of the Platform SP or an Investee Entity may vary materially from those expressed or implied in forward-looking statements. Forward-looking statements are based on beliefs and assumptions and on information available at the time. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from those in its forward-looking statements include, but are not limited to, government regulation, economic, strategic, political and social conditions.
Businesses may be affected by a downturn in global economic conditions. For example, a recession or a global economic crisis or a pandemic could generally affect the ability of every industry to see growth and profitability. Some crises can be regional or local and if a business is located in the affected area then it may experience a downturn in its business.
Businesses may have certain directors or managers that are the largest shareholders of the company. This means those individuals will be able to exert significant control over the company’s affairs and that their interests may be different to other shareholders.
If you are a minority shareholder in a company, it is likely that you have less influence over the company’s decisions.
For technology companies to succeed, they need to expand significantly. During this growth phase, a company may fail to manage its growth effectively which could lead to cash flow deficiencies, compliance issues or operational issues.
Success of a technology business can be attributed in part to the guidance of professional investors. A technology business without such support may face a greater chance of failure.
It is possible that persons within a business may commit criminal acts, including fraud. This may lead to the demise of the company and the destruction of the shareholder value.
The following details apply to US Investors only who are sending funds. In the US there is a requirement for funds to be held by a regulated Escrow Agent. In this case, the Platform SP and (where applicable) Broker Member and the Escrow Agent enter into a contract where the investment funds raised are held in the specific escrow account provided by the Escrow Agent. You are advised to read Section 2 that sets out the terms of the Escrow Agent in particular how it processes any conversion of cryptocurrency to fiat currencies. Note that the Escrow Agent may change their terms from time-to-time and the schedule may be outdated; you are advised to refer to the most recent terms provided by the Escrow Agent available upon request.
Once the funding process has reached its end, the funds are disbursed to the Platform SP for it to pay the BF Platform for the transaction processing fees (where applicable) and to enter into the investment contract with the Investee Entity. Funds are also disbursed from the Escrow Agent to the Broker Member to settle its brokerage fees (where applicable).
The Escrow Agent may charge the BF Platform for transaction-based fees which include but are not limited to a conversion fee of any cryptocurrency it receives into USD, a withdrawal fee from the escrow account, customer due diligence processing fees or bank card processing fees. To cover the cost of these fees BF Platform passes on the cost to the Investors.
This means that if you are a US person and you pay by bank card then you will pay 5% extra fees to BF Platform to cover the direct costs associated with that processing.
If you are a US person and pay using cryptocurrency, then the Escrow Agent will convert the cryptocurrency and charge a 2% fee for the conversion process which will be removed by the Escrow Agent from your investment funds. This cost is paid from your investment funds that you send to the Escrow Agent. This will reduce the net amount that you will be investing so you need to take that into account when making the cryptocurrency investment. More details will be provided by the Escrow Agent at the time of investment, but for convenience please read Section 3.
If you are paying in cryptocurrency or bank wire then you will be charged a fixed administration fee of $35 per transaction. This is to cover the direct costs charged to the BF Platform by the Escrow Agent associated with due diligence on your investment and other direct costs including bank wire fees charged to the BF Platform.
By continuing with this investment you agree to pay for all the above transaction processing fees. For greater clarity about fees you may be charged for operations on the BF Platform, please read here.
The Escrow Agent is responsible for receiving funds sent by Investors during the funding round. Those funds may be sent in fiat currency via bank card payment or by sending bitcoin or Ether to the Escrow Agent. If other fiat currencies are sent then those will be converted into US Dollars. Other payment options may be available.
For US investors all cryptocurrency and fiat currency are converted into USD by the Escrow Agent (unless stated otherwise). If funds are sent by bank card in different currencies then the funds are converted to USD and held in the Escrow account. If cryptocurrency is sent to the Escrow account then the Escrow Agent will convert the cryptocurrency into USD. The process and timing of conversion are described in Section 3.
The Escrow Agent does not convert the cryptocurrency it receives into the Escrow account immediately. This is done once a day. This means that there may be a difference between the value of the cryptocurrency you send and the value of the cryptocurrency when converted by the Escrow Agent.
Once the Escrow Agent has completed the conversion of your cryptocurrency and removed their 2% conversion fee this net amount will be your investment amount. There may be a difference between the amount you sent at the time of signing the Agreement and the cryptocurrency being converted and the conversion fees deducted. You understand that this may result in a shortfall on what you were expecting to have invested. We will only apply the net amount to the investment you made after the Escrow Agent has completed conversion and deducted their conversion fees. You understand and acknowledge this and by proceeding with this investment agree to those terms. BF Platform, the Platform Company, Investee Entity, Platform SP and (where applicable) Broker Member do not accept any liability for any shortfall that may result from the amount you sent in cryptocurrency at the time of transaction valued in USD being greater than the net amount after conversion by the Escrow Agent and the deduction of their conversion fees.
The conversion rate by the Escrow Agent is final and you agree to their terms and rates as indicated in Section 3.
All cryptocurrencies held by the Escrow Agent are converted into USD (unless stated otherwise). Note that the Escrow Agent will conduct its own due diligence on any cryptocurrency transactions it receives from Investors. This could mean at times that it may at its own discretion decide to refund a transaction or may conduct a regulatory investigation into the transaction as the transaction does not meet its due diligence requirements. BF Platform, the Platform Company, the Platform SP, Investee Entity and Broker Member are not responsible for you being unable to meet the requirements of the Escrow Agent and all liability is disclaimed as a result of your inability to invest as a result of a decision of the Escrow Agent.
At times the Escrow Agent may agree with the Platform SP to hold the cryptocurrency it receives rather than convert the cryptocurrency. You will be informed if that is the case at the time you invest. However, by default, the Escrow Agent converts all cryptocurrency it receives in USD into the Escrow account.
The Escrow Agent will set the exchange rate for any conversion from cryptocurrency that it receives into fiat. The Escrow Agent will decide on the markets it will use to convert the cryptocurrency. Cryptocurrency is an illiquid asset and the rates of conversion may vary between vendors. Further, cryptocurrency is highly volatile and the exchange rate can change during a short period of time. The precise exchange rate will be set by the Escrow Agent and you agree to their exchange rates by proceeding with this investment. If you require further information about their exchange rates see Section 3.
When you make a payment using a bank card you have to pay 5% additional fees to BF Platform. This is on top of the amount that you intend to invest. So by way of example if you invest $10,000 then you will be charged $10,500 with $500 being paid to BF Platform to cover the transaction card processing fees. This fee applies whether or not the Investee Entity reaches its Minimum Funding Goal. For more information please read here.
Refunds are paid back in cryptocurrency if the original payment was in cryptocurrency. In the event of a refund the Escrow Agent will pay you back in cryptocurrency if you contributed cryptocurrency however the conversion for the refund will be at the time of the transaction. This means you will suffer a loss if at the time you invested cryptocurrency was low against the USD and then the value of the cryptocurrency increased at the time of the refund - this would mean that you would end up with less cryptocurrency upon the refund cryptocurrency being paid to you. You acknowledge this risk and under no circumstances is BF Platform, the Platform Company or Investee Entity or Platform SP liable for any loss that you may suffer as a result of this cryptocurrency volatility.
In the event of a bank card refund the Escrow Agent will refund you in USD. This means if you paid from another fiat currency account you may suffer a loss if there is an exchange rate movement between the two relevant currencies which BF Platform, the Platform Company, Investee Entity or Platform SP disclaims.
All refunds are paid to you and cannot be paid to any third party.
Upon the Completion Determination (see definition below) being announced by Platform SP to the Escrow Agent, the funds held by the Escrow Agent are released to the Platform SP. The Platform SP is then able to enter into the Financing Documents with the Investee Entity and pay for the Investee Securities. The commission then is paid from the Escrow Agent to the Broker Member.
Where you pay in cryptocurrency to the Escrow Agent there may be a delay in the conversion. This means you could send cryptocurrency, the price may then drop and then the Escrow Agent converts the cryptocurrency and will charge their conversion fee leaving a net amount in USD. This net amount could be lower than the value of your cryptocurrency when you sent it to the Escrow Agent. If there is a refund then the Escrow Agent will then convert the net amount into cryptocurrency and send you back cryptocurrency. Again if the price of cryptocurrency increases against USD then when the refund is processed you will get less cryptocurrency back. You accept these risks when making an investment in cryptocurrency. For more details refer to Section 3.
You should appreciate that the Escrow Agent may convert your cryptocurrency according to rates that are available to them. However those rates may not be the best rates for conversion in the market at the time. As you will understand, cryptocurrency is a volatile asset and may have appreciated from the time that you sent your cryptocurrency up to the time that the Escrow Agent refunds you. BF Platform, our Escrow Agent, the Platform Company, the Platform SP, the Investee Entity and our Broker Members do not accept any liability for losses that you incurred as a result of an appreciation of cryptocurrency from the time you invested up to the time that a refund was processed.
If the Escrow Agent needs to refund you, then we expect that the refund will be processed promptly. You may be required to provide additional information as requested by the Escrow Agent to meet its compliance requirements to process any refund. You are obliged to ensure that we have accurate information about you including your banking details as the refund will be returned to the account that you paid from or an account registered in your name.
The processing of refunds typically does not take more than a week for the Escrow Agent to send out. However, once it sends out the refund transaction, there may be delays with banking networks including your bank outside of the control of the Escrow Agent that result in a delay of the refund. Your bank may also charge you to receive the refund or the banking network or correspondent banks may charge you to receive the refund. Any charges related to sending the refund amount back to you will be incurred by you unless agreed otherwise in writing. None of those charges imposed by your bank or correspondent bank or banking network will be paid for by BF Platform or the Escrow Agent in processing your refund. BF Platform, the Broker Member and the Escrow Agent also disclaim any loss you may incur for the failure of you not receiving your refund as a result of events out of their control.
If you are not a US person and you invest then all bank card payments are currently handled by Prime Trust LLC acting as an Escrow Agent, the conditions that apply to such transactions are as described above.
Any other payment type for non-US investors is handled by BF acting as an Escrow Agent. You may have a balance on the BF Platform that you use to invest in an offering. That balance may be in cryptocurrency or in USD* (these balances are defined in the terms and conditions of the BF Platform found here).
Any investment from an existing balance with the BF Platform is held in escrow by the BF Platform until the minimum funding goal is met within the minimum funding period. After completion of the SP with the Investee Entity the escrowed funds are released to the Investee Entity.
You may not invest using your balance on the BF Platform but rather invest directly in cryptocurrency in the pitch and if so BF will hold your funds in escrow. The cryptocurrency is converted by the BF Platform and the USD amount is made available after the Minimum Funding period to the Platform SP for it to proceed with the investment in the Investee Entity. The conversion rates are set by the BF Platform - see section 14 of the Terms. Note the exchange rates are set by BF and are final. Should a refund occur then you will receive the refund to your BF Account within a reasonable period. From which you will be able to withdraw Tether or USD subject to the usual withdrawal fees. For more details on the withdrawal fees applicable to Non-US investors see section 10 of the Terms.
Digital Asset Escrow Transaction Process and Acknowledgements
Transmission of Digital Asset: Transaction instructions provide you with a unique, customized
QR code and wallet address for transmission of your Digital Asset for this transaction.
Acceptance of your Transaction and Conversion of Digital Asset to USD: Generally, once per business day, we will effect a conversion of Digital Assets to USD using the facilities of Digital Asset exchanges with whom we do business. We will calculate your Final Transaction Amount based on the exchange rate we receive less Prime Trusts’ Digital Asset Handling Fee. Digital Assets received during non-business hours or after 4pm New York City time (EST or EDT) on a business day will be converted the following business day. The USD proceeds from this conversion will be used to calculate an Exchange Rate, inclusive of any exchange fees and transfer fees, that we will apply to your Digital Asset transaction to calculate your individual Gross Conversion Proceeds. Prime Trust makes absolutely no representation and provides no warranties that the conversion price will be the best available at the time of conversion.
Prime Trust’s Digital Asset Handling Fee will be subtracted from your Gross Conversion Proceeds to yield your Final Transaction Amount.
Important: Because the Digital Asset to USD exchange rate may vary significantly from time to time, and even moment to moment, the exact amount of your Final Transaction Amount and any resulting securities purchased in this transaction will be reported to you only after we have converted to USD and your transaction has been accepted by all parties.
Calculation of your Final Transaction Amount:
Digital Asset Transaction In Full: BY TRANSMITTING DIGITAL ASSETS USING THE INSTRUCTIONS PROVIDED HEREIN, YOU HEREBY AGREE TO INVEST 100% OF THE FINAL TRANSACTION AMOUNT AS DEFINED ABOVE IN the offering. If the issuer does not accept your transaction in part or in full for any reason, Prime Trust will issue you a prompt refund of the Digital Assets for the USD equivalent, at the market conversion prices, to the wallet address from which the Digital Assets originated.
Refunds: If your Digital Asset transaction is not accepted by Investee Entity, or the offering is canceled prior to acceptance, or if a refund is required for any other reason prior to acceptance, Prime Trust will issue a prompt refund only in the type of Digital Asset transacted and such refunds will be transmitted only to the wallet address from which the Digital Asset originated. Prime Trust will not issue a refund in USD for transactions paid with Digital Assets. BY TRANSMITTING Digital Asset USING THE INSTRUCTIONS PROVIDED HEREIN, YOU HEREBY ACKNOWLEDGE THAT ANY REFUND YOU RECEIVE MAY BE SUBSTANTIALLY REDUCED BY FEES AND BY MARKET VOLATILITY RELATIVE TO YOUR ORIGINAL TRANSACTION. FOR AVOIDANCE OF DOUBT, ANY AND ALL SUCH FEES ARE EXCLUSIVELY PAID BY YOU FROM YOUR REFUND AMOUNT. BY TRANSMITTING DIGITAL ASSETS FOR THIS TRANSACTION, YOU ACCEPT THIS RISK.
Transaction Costs: Prime Trust makes no claim or guarantee that investing in the offering using Digital Assets is economically efficient relative to other payment methods or conversion options available elsewhere. You may pay lower all-in fees by converting Digital Assets to USD away from
Prime Trust and this transaction process, and then using the proceeds of that conversion to make a USD transaction in the offering.
Potentially Irreversible: Once Prime Trust converts your Digital Assets into USD, it may be impossible to convert the USD back into Digital Assets without substantial delay and without incurring significant losses due to market volatility. While Prime Trust will make all commercially reasonable efforts to refund Digital Assets promptly and efficiently, refunds converted from USD back to Digital Assets are subject to delays and market volatility, and you agree to bear 100% of this risk.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PRIME TRUST MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW). PRIME TRUST EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. PRIME TRUST DOES NOT WARRANT AGAINST INTERFERENCE WITH THE USE OF THE SERVICES OR AGAINST INFRINGEMENT. PRIME TRUST DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE ARE ERROR-FREE OR THAT OPERATION OR DATA WILL BE SECURE OR UNINTERRUPTED. PRIME TRUST EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF THE FLOW OF DATA AND DELAYS ON THE INTERNET, INCLUDING BUT NOT LIMITED TO FAILURE TO SEND OR RECEIVE ANY ELECTRONIC COMMUNICATIONS (e.g. EMAIL). YOU DO NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF PRIME TRUST TO ANY THIRD PARTY. YOUR ACCESS TO AND USE OF THE SERVICES ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO IT ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRIME TRUST EXPRESSLY DISCLAIMS LIABILITY TO YOU FOR ANY DAMAGES RESULTING FROM YOUR RELIANCE ON OR USE OF PRIME TRUST’S SERVICES.
YOU HEREBY ACKNOWLEDGES AND AGREE, PRIME TRUST WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO ANY TRANSACTION OR TRANSACTION, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF BUSINESS.
YOU HEREBY ACKNOWLEDGE AND AGREE UNDER NO CIRCUMSTANCES WILL PRIME TRUST‘S TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF OR RELATED TO THIS SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, BY YOU TO PRIME TRUST IN THE TRANSACTION, AND FURTHERMORE, THAT PRIME TRUST BEARS ABSOLUTELY NO LIABILITY FOR LOSSES YOU MAY INCUR AS A RESULT OF MARKET PRICE MOVEMENTS, LACK OR FAILURE OF EXECUTION, LACK OR FAILURE OF OBTAINING A BEST PRICE, AND FEES CHARGED BY THIRD-PARTIES IN PROCESSING YOUR TRANSACTION AND THE USD CONVERSIONS THEREUNDER.
You hereby agree to indemnify, protect, defend and hold harmless Prime Trust and its officers, directors, members, shareholders, employees, agents, partners, vendors, successors and assigns from and against any and all third party claims, demands, obligations, losses, liabilities, damages, regulatory investigations, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses), which Prime Trust may suffer as a result of: (a) any breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements contained herein or in any certificate or document delivered by you or your agents pursuant to any of the provisions herein, or (b) any obligation which is expressly your responsibility in this transaction, or (d) any breach, action or regulatory investigation arising from your failure to comply with any laws or regulation, and/or arising out of any alleged misrepresentations, misstatements or omissions of material fact in the transaction and/or personal details you provide to us. You are required to immediately defend Prime Trust including the immediate payment of all attorney fees, costs and expenses, upon commencement of any regulatory investigation arising or relating to the transaction and any complaints subsequently arising. Any amount due under the aforesaid indemnity will be due and payable by you within thirty (30) days after demand thereof.
Without limiting the foregoing, Prime Trust shall not be under any obligation to defend any legal action or engage in any legal proceedings with respect to the Transaction or with respect to any transaction made by you unless Prime Trust is indemnified to Prime Trust’s satisfaction. Whenever Prime Trust deems it reasonably necessary, Prime Trust is authorized and empowered to consult with its counsel in reference to the Transaction and to retain counsel and appear in any action, suit or proceeding affecting the Transaction. All fees and expenses so incurred shall be your responsibility.
You agree to bear sole responsibility for the prosecution or defense, including the employment of legal counsel, of any and all legal actions or suits involving the Transaction, including but not limited to those which may arise or become necessary for the protection of the transactions you make resulting from the Transaction. You also agree to bear sole responsibility for enforcing any judgments rendered in favor of any person, including judgments rendered in the name of Prime Trust.
The purpose of this Appendix A is to provide representations and warranties for the sale of securities to Investors located outside of the United States. Shares issued on the Platform and accessible through Pitches may qualify for the exemption described below.
Regulation S provides an SEC compliant way for US and international (Non-US) companies to raise capital outside the US. Regulation S uses a territorial approach and defines criteria pursuant to which certain companies are permitted to conduct their securities offerings without complying with the registration requirements of Section 5 under the US Securities Act.
The purpose of this Appendix B is to provide representations and warranties for the sale of securities to US investors. If the asset is classified as a security and the Platform SP intends to collect funds within the United States, it must register the offer and sale of the securities with the SEC unless it qualifies as an exempt transaction which is a securities transaction where the Platform SP does not need to file such registration statement with SEC (the Exemption). Shares issued on the Platform and accessible through Pitches may qualify for the Exemption below provided that the requirements described below are met.
Rule 506(b) of Regulation D provides a “safe harbor” under Section 4(a)(2) of the Securities Act, whereby a company can raise an unlimited amount of money provided that certain requirements are met. Companies that comply with the requirements of Rule 506(b) do not have to file a registration statement for their offerings of securities with the SEC, but they must file a notice known as a "Form D" electronically with the SEC after they first sell their securities. More information about this Exemption can be found here. The Form D contains information about the offering.
The purpose of this Appendix C is to provide representations and warranties for the sale of securities to US investors. If the asset is classified as a security and the respective Platform SP intends to collect funds within the United States, it must register the offer and sale of the securities with the SEC unless it qualifies for an Exemption.
Shares issued on the Platform and accessible through Pitches may qualify for the Exemption below provided certain requirements are met as described below.
Under Rule 506(c), a company can raise an unlimited amount of money by a general solicitation, including advertising, the offering, and still be deemed to be in compliance with the exemption’s requirements. Companies that comply with the requirements of Rule 506(c) do not have to register their offering of securities with the SEC, More information about this Exemption can be found here.