IT IS MANDATORY ALL PARTIES READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT BELOW SECTIONS CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Terms of Token Purchase
These terms and conditions (hereinafter the “Terms”) describe information applicable to the use of the centra.tech website and its services, which is owned and operated by Centra Tech. By using the Website or its related services, including Referral Program and Token sale process, you expressly agree to be bound by all of the terms and conditions set forth.
In accepting this agreement, you acknowledge that you have read this agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. You also warrant that you are at least 18 years old and have full capacity to contract under applicable law; only transacting on centra.techwith legally-obtained funds that belong to you; not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us or through your use of centra.tech; and, comporting with and obeying all applicable laws.
At any point, if you do not agree to any portion of the current Terms, you should not proceed to use the Website or participate in the Token sale.
Centra Tech has the right to review and amend the current agreement at any time without notice.
I. Terms and Definitions
In the present document, the following terms shall have the meaning specified below:
“Bitcoin” or “BTC” means the digital currency and payment system using peer-to-peer transactions verified by network nodes and recording in a public distributed ledger.
“Blockchain” - a distributed database that maintains a continuously growing list of ordered records called blocks. By design, blockchains are inherently resistant to modification of the data — once recorded, the data in a block cannot be altered retroactively.
“Escrow” - money held by a third-party entity on behalf of transacting parties.
“Ethereum” or “ETH” means the digital currency and payment system using peer-to-peer transactions verified by network nodes and recording in a public distributed ledger.
“GitHub” - is a development platform that provides hosting and reviewing code, managing projects, and building software alongside millions of other developers. The Centra Tech account is available at https://github.com/centra.tech.
“Purchaser” (“User”) - a person participating in the token sale for the purpose of joining a rewards program and benefits package as defined by Centra Tech. Once a Purchaser creates an account on the Centra Tech Website and confirms his email, he becomes a “Registered Purchaser” subject to our approval authority.
“Purchaser” - legal or natural person participating in the Initial Coin Offering.
“Service” (“System”) - Centra Tech blockchain rewards platform and currency conversion engine module at centra.tech.
“Smart contracts” (“Smart contract system”) - are self-executing contractual states, stored on the Ethereum blockchain, which nobody controls and therefore everyone can trust.
"CTR Token” – an ERC-20-compatible smart contract on Ethereum blockchain used in the Centra Tech ICO. It represents the proof of participation in the Centra Tech ICO and the opportunity to receive a part of a incentivized rewards program, as described in these Terms and the Whitepaper.
“Token Holder” The name given to registered purchasers who purchase the CTR Tokens as a procurator of the benefits package.
“Token sale” (“Initial Coin Offering”, “ICO”) - a process of capital rising by which funds are raised for a new cryptocurrency venture in connection with our registered purchaser benefits program.
“Website” - the website on the Internet at centra.tech.
“Whitepaper” – an informational document issued by a Centra Tech, Inc. highlighting the features of the Service, available for download at http://wp.centra.tech.
II. Status of these Terms
2.1. The purpose of these Terms is to explain the functionality Service and to notify the persons who intend to enter into the relations with Service about the risks connected with the use of Service.
2.2. The list of risks specified in these Terms is not comprehensive, as well as it may not contain those risks which cannot be predicted at the present moment. If you are not sure that you can estimate the probability of occurrence of such risks by yourself, you are advised to contact an appropriate specialist (a lawyer, an auditor, an adviser or a programmer) before making a decision about entering into the relations with the Service.
2.3. Reviewing these Terms does not substitute reviewing the Blockchain system. By transferring bitcoins/ethereum to the Service you confirm that you have read the Blockchain system instructions and fully and unconditionally agree with the conditions hereof.
2.4. You may not take legal actions against the Service connected with using of Service, including, but not limited to claims based on the fact that you did not read nor did not understand the terms and conditions of the Blockchain system. Legal actions against the services offered for reasons of misunderstanding will not be substantiated.
2.5. These Terms might be amended and/or updated in the future. The relevant Terms are the ones showed on the Site. In order to obtain the most complete and current information regarding the Service you should periodically review this section.
III. Token sale
3.2. By transferring Bitcoin (BTC) or other supported cryptocurrencies to the Centra Tech address in exchange for CTR Tokens, the Purchaser confirms to understand and accept that he/she makes a rewarded output based contribution into a Centra Tech System for the development of the project, as described in the Centra Tech Whitepaper, available at the Centra Tech website.
3.3. The Purchaser understands and accepts that while the individuals and entities, including Centra Tech, assigned to this task will make reasonable efforts to develop the Centra Tech System, it is possible that such development may fall from the scope and purchaser’s CTR Tokens be rendered devalued and/or valueless due to technical, commercial, regulatory or any other reasons subject to these and project terms.
3.4. The Purchaser understands that there may be serious risks connected with cryptocurrency, such as heavy fluctuations of virtual or actual currency values, which in turn may lead to loss of currency over short or long periods. This is an uncontrollable factor based on Centra Tech market availability.
3.5. The Purchaser acknowledges and understands that the Tokens have no warranty whatsoever, expressed or implied, to the extent permitted by Applicable Law and accordingly that Tokens are purchased on an "as is" basis, expecting no forward retribution further as an example of ‘dividends’.
3.6. The Purchaser also understands that Centra Tech will not provide any refund of the purchase price for Tokens under any circumstance, pursuant to these terms.
3.7. The Purchaser further agrees to accept sole and exclusive risk for the purchase of Tokens through the Centra Tech Service. The Purchaser recognizes that the Centra Tech Platform is currently being developed and may undergo significant changes before release, undisputed by individual or group contribution.
3.8. In order to reduce the possibility of fraud, phishing attempts and other schemes perpetrated by malicious third parties, the Purchaser agrees not to respond directly to any inquiry regarding its purchase of Tokens, including but not limited to email requests purportedly coming from Centra Tech. The Purchaser understands that Centra Tech may send the Purchaser emails from time-to-time, but these email notices will never ask for information or require a response from the Purchaser. Furthermore, the registered purchaser understands that its contribution to the program will be viewed as a for-benefit purchase.
3.9. The Purchaser recognizes that Centra Tech does not warrant the period of time for which the Centra Tech Service will be operational. The Centra Tech Service may be abandoned by Centra Tech for a number of reasons, including a lack of interest from the public, a lack of funding to develop similar products, and competing non-affiliates built on the same underlying protocol and open source technology.
3.10. The Purchaser understands that between the time of purchase of Tokens by means of the Token sale and the inception of the Centra Tech Service, Tokens will be usable in the Purchaser's discretion and shall be therefore be a considered an asset class.
3.11. By purchasing the CTR Tokens, the Purchaser confirms that he/she:
- Is legally permitted to purchase Tokens in the Purchaser’s jurisdiction;
- Is of a sufficient age to legally purchase Tokens or has received permission from a legal guardian who has reviewed and agreed to these Terms and the Sale Agreement;
- Will take sole responsibility for any restrictions and risks associated with the purchase of Tokens as set in the Terms;
- Is not exchanging Bitcoin for Tokens for the purpose of speculative investment;
- Has a full and complete understanding of the usage and intricacies of Blockchain-based assets, like Tokens, Bitcoins and Blockchain-based software systems.
3.12. After purchasing CTR Tokens, the Purchaser becomes a Token Holder. Token holders are enrolled in the Centra Rewards program to earn rewards and obtain benefits. Token Holders by no means own any securities or interest in Centra Tech.
3.13. The price of one CTR Token is set at 2750/1 BTC, and 40/1 LTC during our ICO. There will be maximum 100,000,000 Tokens issued with the following distribution:
- 68% of the Tokens for sale (including pre-ICO);
- 12% allocated for development team;
- 20% of the Tokens - for advisors and bounty campaign, escrow costs, tech and marketing consulting;
All unsold Tokens will be burned.
3.14 CTR Tokens are classified as utility tokens and are equivalent to program points redeemable on the Centra Card or cBay platforms.
The Users bears the sole responsibility to determine if the contribution to and receipt from the Smart Contract System, including but not limited to the acquisition of Tokens, change of the Token's value with the course of time and the receive function of the Smart Contract System shall be a taxable event for the User. The Users bear full responsibility for timely and correct calculation and payment of all taxes due in accordance with the legislation applicable to the Users. The Service is not a tax agent of the User, as well as it does not advise the User on the order of calculation and/or the payment of taxes.
V. No Forward-Looking Statements
5.1 Nothing in the Service, in the Terms or in any statements or information contained on the Site at any moment, or in any means of communication of the Service (including but not limited to the publications in social media, as well as the statements or declarations made by inter alia the representatives of the Service, notwithstanding whether they had been made personally or on behalf of the Service), notwithstanding the time of their occurrence, shall be construed as the guarantee of gaining profit or benefit in any other form. The Purchasers understand that participating in Token Sale may result in financial losses.
5.2. The Purchaser understands and accepts that while the individuals and entities assigned to provide certain tasks to develop Service make reasonable efforts to develop, complete these tasks as well as operating the Services under any regulatory scheme, it is possible that such development may fail and Tokens become useless or valueless due to technical, commercial, regulatory or any other reasons.
5.3. Hence, User therefore understands and accepts that the transfer of BTC to the Service may result in a total loss and that Purchaser shall not have any claim whatsoever to reclaim any BTC lost.
VI. No Liability
6.1. The Purchaser acknowledges and agrees that, to the fullest extent permitted by any applicable law, the Purchaser will not hold any developers, auditors, contractors or founders of the Service, the Blockchain System liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, Tokens, Services or Blockchain system under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors, contractors or founders of the Blockchain System and/or the Services shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Blockchain System and/or Services. The Purchaser further specifically acknowledges that developers, auditors, contractors or founders of the Tokens, Smart Contract System and/or the Services are not liable, and the User agrees not to seek to hold them liable, for the conduct of third parties, including other creators of Token, and that the risk of creating, holding and using Token rests entirely with the User. By creating or holding Token, and to the extent permitted by law, the User agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation or ownership of Token or any other action or transaction related to the Smart Contract System.
6.2. The Service does not guarantee the permanent and uninterruptible operation of the Site and does not take any responsibility for direct, indirect, accidental, special, circumstantial or punitive damages, including but not limited to the losses in the form of lost profit for the mistakes and/or technical issues in operation of the Site, or restriction of the access to the Site on the territory of any jurisdiction.
7.1. The User understands and accepts that the network of miners will be ultimately in control of the Smart Contract System. The User understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run the new version of the Smart Contract System. Under such a scenario, Tokens will likely have no intrinsic value.
7.2. The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
7.3. The Terms govern the creation, transfer and holding of the Tokens and supersede any public statements about the launch of Tokens and/or the Smart Contract System made by anyone in the past, present and future.
7.4. The applicable law is State of Delaware law. Any dispute arising out of or in connection with the creation of the Tokens and the development of Services shall be finally settled by the ordinary courts of the registered domicile of the defendant.
8. Lack of Corporate Governance
CTR Tokens confer no governance rights of any kind with respect to Company, all decisions involving the Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue contributions ongoing development or to sell or liquidate the Company.
9. Evolving Legal Application
The distributed protocol and decentralized application ecosystem, and by extension the terms associated with Centra Tech, may be subject to a variety of federal, state and international laws and regulations, including those with respect to consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, intellectual property (including copyright, patent, trademark and trade secret laws), and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting CTR could be enacted, which could adversely impact the Company, raising of the Token Sale(s), development of the Centra Tech project, and oversale value of the utility token.
Additionally, the users and developers of CTR, may be subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Utility.
10. Additional Risks
Utility tokens such as CTR are a new and untested technology. In addition to the risks included in these terms, there are other risks associated with your purchase, holding and use of CTR including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks. Centra Tech absolves itself from these occurrences at the discretion of the registered purchasers overall responsibility to conduct reasonable amounts of research into the project and furthermore the use and valuation of currencies.