Token Sale Participation Agreement

Collegecoin is a Decentralized Capital Endowment, Education Funding and Social Network engaged in developing an Online Community to promote solutions for College Funding powered by the Blockchain.

The COLL Token (“COLL”) is a new series of digital tokens, built on the Stellar Platform, to function as the exclusive payment method of the Collegecoin Ecosystem, incentivizing key actions and needs within the platform. 

This Token Participation Event of COLL, will be the Initial Community Offering among the participant members of our Cooperative Collegecoin Network. Together, we are building a distributed, interactive and autonomous Global Online College Funding Community.

Token Sale and Purchase / Token Participation Event

Participation in the COLL Token Sale is entirely voluntary. No person will be deemed as committed or obliged to participate in the Token Participation Event or purchase any COLL Tokens for visiting the Website, registering himself / herself with the Website, requesting or reading any materials (such as these Terms, our Vision Paper or any marketing materials), for this Initial Community Offering, made available by the Collegecoin/College Wallet Website or communicating with Collegecoin representatives in any manner.

Since Purchase of COLL Tokens during this Token Sale is made on a purely voluntary basis, it should be understood that purchase, holding or use of any COLL Tokens is not risk-free.

See our Acknowledgment and Assumption of Risks.

Each member shall only participate in the Token Participation Event (the “Participant”) through the personal web account, registered from the Collegecoin Website.

Each Participant will, upon participating in the Token Participation Event, be deemed as having perused and comprehended any and all Terms herein and on the Collegecoin.org  Website and in our Vision Paper and any Collegecoin marketing materials as well as our Acknowledgment and Assumption of Risks and having voluntarily accepted all the warranties and disclaimers made and the risks disclosed thereunder.

Relevant COLL Tokens subscribed by any Participant will be sent by the Foundation to the Stellar address specified by the Participant in the private account (dashboard) on the Collegecoin Website as part of the official completion of the Token Participation Event.

Terms and Conditions

PLEASE READ THESE TERMS OF PARTICIPATION AND TOKEN PURCHASE CONDITIONS CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS AND CONDITIONS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE TOKENS.

Your purchase of COLLs during the token sale period is subject to the Terms, Conditions, Procedures and Warnings herein as well as any Terms of Service posted on the website, (collectively the “Terms”). Each of you and the Foundation is a “Party,” and together the “Parties.”

All parties who will hold COLL Tokens will be bound by these Terms:

By purchasing Tokens from the Collegecoin Foundation during the Sale Period, you hereby agree to be bound by these complete Terms and Conditions. If one has any questions regarding COLL, the Collegecoin Foundation or affiliated companies, the Token Participation Event, the Token Sale Terms, or the Terms of Access  and Services, please visit Collegecoin.org and view our Vision Paper or contact us at legal@collegecoin.org, otherwise we will assume you fully understand and agree to be bound by these policies and covenants.

The purpose of the Tokens is to facilitate the COLL Network being released by the Collegecoin Foundation and its affiliates, and evolving by the involvement of its community members, and all participants, who give it shape and content, as the function of the Tokens allows members to access, transfer and share data in a decentralized manner (the “Website”, the “COLL Network”, the “COLL Platform”, the “COLL Ecosystem”) utilizing blockchain technology and related smart contract services (collectively, the “Access and Services”). These Access and Services and software applications are designed to complement certain commercial, charitable, educational and social objectives aimed to promote improved sharing of data and ideas, through education and communication among the many potential members, ultimately fostering a purposely cooperative community of participants who desire improved access to educational savings, scholarship, student aid, college funding information and other college oriented financial communications.

Specifically, COLL Tokens are intended to facilitate the provision of Access and Services. The COLL Token is not a security; it is a utility  token, so any profitability within the Collegecoin model has no direct link to the value of the COLL Token. The demand for COLL Tokens may increase as the number of participants using the platform increases. This may indirectly cause token holders to place a higher value on their COLL Tokens based on supply and demand and the requirement to own some, in order to transact on the platform. 

COLL Tokens are not an investment. There is no guarantee, and there is no reason to believe, that COLL purchases will increase in value. There is a possibility that at some point in time COLLs may decrease in value.

Not an Offer to Solicit Securities

THIS IS NOT A SOLICITATION FOR INVESTMENT AND IS IN NO WAY INTENDED AS AN OFFERING OF SECURITIES IN ANY JURISDICTION.

This document does not constitute an offer or solicitation to sell shares or securities in COLL, the COLL Platform, or any related or associated company. Any such offer or solicitation would only be made in accordance with applicable securities and other laws. None of the information or analyses presented herein is intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this statement does not constitute investment advice or counsel or solicitation for investment in any security of any kind. This statement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of or be relied on in any connection with, any contract or commitment whatsoever. 

COLLs are not evidence of ownership or right to control. Owning or controlling COLLs does not grant its owner / controller ownership, equity or debt of any kind in Collegecoin Foundation, Inc., Collegecoin LLC, or in the COLL Platform. COLL Tokens do not grant any direct right to participate in the control, direction or decision making of Collegecoin Foundation or its affiliates.

In order to fund software development, promotion, marketing, legal compliance procedures, and to further develop the ecosystem which is becoming the community of members participating in the COLL Network, the Collegecoin Foundation initiates this crowdfunding campaign to offer the COLL tokens for sale to members, charitable donors, contractors, developers, participants and other supporters interested in promoting the Access and Services offered on the Collegecoin/College Wallet Network, software applications and the COLL Network itself built on the decentralized Stellar Blockchain.

Since COLL Tokens are designed only for particular uses with respect to the COLL Ecosystem, it is not necessarily merchantable and does not necessarily have any other use or value outside of its utility on the COLL Network. Accordingly, the COLL Tokens should be viewed as a kind of consumable virtual fuel to function as a consumptive medium of exchange supplying a COLL Network measure and transfer of value tool in digital format functioning as the native payment protocol among participants within the COLL Ecosystem. These Tokens are offered without any specific outlook or expectation on its merchantability in other contexts or future market price.

Non-Financial Nature of COLL Tokens

Being merely the value transfer mechanism and tool or fuel for running the COLL Ecosystem, by nature, COLL is NOT and shall in NO case be understood, deemed, interpreted or construed as:

    • any kind of currency or money;
    • equity interest, voting or non-voting securities (or its like) in, or claims against, the Foundation, or affiliated companies or any other entity in any jurisdiction;
    • equity or debt investment of any kind in any venture;
    • any securities having intrinsic value, anticipated appreciation, or market price;
    • any form of financial derivatives;
    • any commercial paper or negotiable instrument;
    • any form of investment contract between the relevant holder and any other person;
    • any commodity or asset that any person is obliged to redeem or purchase; or
    • any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.

The Foundation shall be entitled to take any action to identify any Participant at any time, even after the close of the Token Sale, that the Foundation determines in it’s sole discretion to be in violation of it’s  KYC/ AML /CTF policy set forth more particularly here. If the Foundation conducts any KYC / AML / CTF exercises or any other kind of customer due diligence to verify the identities of all or part of the Participants, the Participants concerned shall timely provide all such information and meet all such requests as may be sought or instructed by Collegecoin for that purpose.

If the Foundation discovers the purchase of COLL by any Participant violating any anti-money laundering, counter-terrorism financing or other regulatory requirements, such purchase shall be invalid with retroactive effect and the Foundation shall be entitled to immediately deny the relevant person’s admissibility to the Token Participation Event, reject delivery of any COLL Tokens and request return of any delivered COLL Tokens, irrespective of any payment that could have been made by that Participant.

Cancellation; Refusal of Purchase Requests

Your purchase of COLL Tokens from the Foundation during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.

Informed Consent

PURCHASES OF COLL TOKENS SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, OR ENTITIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING STELLAR TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE FOUNDATION WILL BE AVAILABLE TO ASSIST PURCHASERS OF COLL DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR XLM,  OR OTHER CURRENCY, RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE COLL OR PARTICIPATE IN THE SALE. YOUR PARTICIPATION IN THIS TOKEN EVENT SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THESE REQUIREMENTS OF CRYPTOCURRENCY, DIGITAL ASSET SOPHISTICATION.

PURCHASER AGREES TO BUY, AND THE FOUNDATION AGREES TO SELL, THE COLL TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS AND ALL POLICIES, DISCLOSURES AND DISCLAIMERS SET FORTH ON THIS WEBSITE.

When you purchase, or otherwise receive, a COLL token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the COLL tokens:

a) Neither the Foundation nor any of the Collegecoin Team has provided you with any advice regarding whether COLL is a suitable purchase for you;

b) You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin, Ether, and Lumens as well as blockchain-based software systems generally;

c) You take sole responsibility for any restrictions and risks associated with receiving and holding COLL, including but not limited to these set out in the Terms and Conditions herein and other documentation and disclaimers on this website;

d) By acquiring COLL, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;

e) You are not obtaining or using COLL for any illegal purpose, and will not use COLL for any illegal purpose;

f) Your acquisition of COLL does not involve purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

g) To the extent permitted by law and provided we act in good faith, the Foundation, and any Collegecoin affiliate or agent, makes no warranty whatsoever, either expressed or implied, regarding the future success of COLL and/or the Stellar or Collegecoin/College Wallet Network;
you accept that COLL is created and you obtain COLL on an “as is” and “under development” basis. Therefore, provided the Foundation representatives and affiliates act in good faith, you accept that the Foundation is providing COLL without being able to provide any warranties in relation to COLL, including, but not limited to, title, merchantability or fitness for a particular purpose;

h) You accept that you bear sole responsibility for determining if, 

(i) the acquisition, the allocation, use or ownership of COLL,
(ii) the potential appreciation or depreciation in the value of COLL over time, if any, 
(iii) the sale and purchase of COLL; and/or 
(iv) any other action or transaction related to COLL has tax implications.

Capacity and Experience

You attest that you are responsible for the decision to acquire COLL tokens and have legal competence and capacity to make this Contract and Purchase Application. You have the knowledge, expertise, and experience in financial matters and digital asset acquisitions to evaluate the risks of acquiring COLL token, and affirm you are aware of the risks inherent in acquiring and the method by which the assets of the Stellar Blockchain are held and/or exchanged and agree to bear the risk of loss of your entire token acquisition. You promise you are qualified and authorized to make such acquisition decisions and, to the extent deemed necessary, have consulted your own advisors and legal counsel regarding acquisition of COLL tokens. In making the decision to acquire COLL tokens, you confirm you have not relied on any advice or recommendation from the Collegecoin Foundation, it’s representatives or affiliated companies, nor any agent associated with the Collegecoin Foundation, or any of its affiliates. To the extent that you are acting on behalf of an entity, you warrant you have the full power and authority under such entity’s governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire COLL tokens.

You have thoroughly read and accept the COLL Token Sale Participation Agreement, COLL’s Privacy Policy, The Collegecoin White Paper, The Acknowledgment and Assumption of Risks, KYC/AML/CTF and agree to be bound by these Policies, Terms and Conditions.

Additional Representations and Warranties. 

You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;

You understand that the Tokens confer only the right to provide and receive Access and Services in the COLL Network and confer no other rights of any form with respect to the COLL Network or Foundation,  or its Company affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

You are purchasing Tokens to provide or receive Access and Services in the COLL Network and to support the development, testing, deployment and operation of the COLL Network. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to:

(i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens in the COLL Network, and entering into contracts with us,
(ii) any foreign exchange or regulatory restrictions applicable to such purchase, and
(iii) any governmental or other consents that may need to be obtained;

You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens;

If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);

You are not a resident or domiciliary of any jurisdiction where such participation is prohibited by law, or purchasing Tokens from a location in any such jurisdictions; and
You are not:

(i) a citizen or resident of a geographic area in which access to or use of the Access and Services is prohibited by applicable law, decree, regulation, treaty, or administrative act,

(ii) a citizen or resident of, or located in, a geographic area that is subject to any jurisdiction where such participation is prohibited by law or other sovereign country sanctions or embargoes, or

(iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. 

You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Access and Services. 

If you are registering to use the Access and Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.

All the information submitted by you to the Company is true, complete, valid and non-misleading;

You are not a citizen, tax resident or subject to the laws of any jurisdiction where such jurisdiction where such participation is unlawful unless you participate in the Token Participation Event authorized by the law, and only through ways as specifically designated for such Participants’ participation;

You are of sufficient age to participate in the Token Participation Event and a natural person with full civil capacity of conduct under the laws of the jurisdiction where domiciled or maintains citizenship;

You are a seasoned investor, expert, technician and / or professional in the fields of blockchain, distributed ledger technology and crypto-tokens, cryptocurrency and financial markets and fully aware of the risks associated with the development and use of the COLL Token and how it functions and will function within the COLL Ecosystem;

Your participation in the Token Participation Event is voluntary and based on your own independent judgment without being coerced, solicited or misled by anyone else;

You are permitted by the laws of each jurisdiction to participate in the Token Participation Event and  legally permitted to acquire, receive and hold COLL Tokens;

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on your part in connection with the participation in the Token Participation Event;

You are experienced in and capable of maintaining and safekeeping the Bitcoin or Ethereum, Stellar, or other private key(s) of the sending address out of which you make any payment for purchasing the COLL Token;

You only use such cryptocurrencies as lawfully acquired through mining and/or trading to make payment in the Token Participation Event and you do not participate in the Token Participation Event for any money-laundering, terrorism financing or other illicit purpose;

You aim to acquire COLL primarily for using the designed functions of the COLL Ecosystem without expectation of any profit or financial yield and do not contemplate to use COLL for any financial, speculative, illegal or unethical purpose; and (except having specifically communicated to and been permitted by the Foundation or affiliated company in advance) you are participating in the Token Participation Event for your own benefit and not acting as a nominee or agent for or on behalf of any third party.

All the above Representations and Warranties made by Participant shall be true, complete, accurate and non-misleading on and from the date of that Participant making a payment hereunder throughout the Token Participation Event and onwards. The Foundation reserves the right to reject and invalidate the payment by, and withhold the relevant COLL Token from, any Participant who has made a false representation in the sole judgment of the Foundation.

We do not operate or maintain all aspects of the COLL or Stellar Network, and as such, we have no responsibility or liability for the COLL or Stellar Network or any ability to control third parties’ and / or members use of the COLL or Stellar Network. 

Ownership of COLL Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with the COLL Network, if successfully completed and deployed. In particular, you understand and accept that COLL Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the COLL Network and / or Foundation and its affiliates, other than rights relating to the provision and receipt of access and Access and Services in the COLL Network, subject to limitations and conditions in the Terms herein and the COLL Terms of Service (as defined on the Website). You understand and accept that the Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument, but merely operates as an application protocol by supplying functionality as a development and payment tool in the exchange of data and other interactions between members on the COLL Network.

Taxes

The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.

Terms of Token Event Participation

Important information about the procedures and material specifications of the Token Participation Event is provided in our Vision Paper, including, but not limited to, details regarding the timing and pricing of the Tokens, the amount of Tokens the Foundation will sell, logistics and particulars of Token release and the Foundation’s anticipated use of the Token Sale proceeds. By purchasing Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.

Scope of Token Sale Terms

Unless otherwise stated herein, these Token Sale Terms govern initially your purchase of Tokens from the Foundation  during the Sale Period.

Any use of COLL Tokens in connection with providing or receiving Access and Services in the COLL Network will be governed additionally by other applicable terms, conditions, disclaimers, policies, etc., (the Collegecoin/College Wallet “Terms of Service”), available at the Website. We may add new terms, conditions, disclaimers, policies, etc. at our sole discretion, and may update each of the Terms of Service from time to time according to modification procedures the Foundation may choose to implement.

To the extent of any conflict with these Token Sale Terms, the Terms of Service shall control with respect to any issues relating to the use of COLL Tokens in connection with providing or receiving Access and Services in the COLL Network.

Venue and Jurisdiction for Disputes

You understand and acknowledge that title to, and risk of loss of, Tokens you receive from COLL passes from the Foundation to you within the jurisdiction of the state of Wyoming. You agree that the venue and jurisdiction for any dispute shall be Wyoming.

Governing Laws

You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the internal laws of the State of Wyoming, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and, subject to the mediation and binding arbitration provisions below, you hereby submit to exclusive jurisdiction in the federal and state courts of Wyoming. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.

Mediation and Arbitration

If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its  Commercial Mediation Procedures before resorting to arbitration,  litigation, or some other dispute resolution procedure.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, which has not been settled as a result of this mediation process SHALL be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Class Action Waiver

A dispute arising out of or related to these Terms is personal to you and the Foundation and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

You waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of COLL.

Miscellaneous

These Terms  constitute the  entire agreement  between you and us  relating to your purchase  of Tokens from us. We may make  changes to these Terms from time  to time as reasonably required to comply  with applicable law or regulation. If we make  changes, we will post the amended Terms at Collegecoin.org  and update the “Last Updated” date above. The amended Terms  will be effective immediately. We may assign our rights and obligations  under these Terms. Our failure to exercise or enforce any right or provision  of these Terms will not operate as a waiver of such right or provision. We will  not be liable for any delay or failure to perform any obligation under these Terms  where the delay or failure results from any cause beyond our reasonable control. Purchasing  Tokens from us does not create any form of partnership, joint venture or any other similar  relationship between you and us. Except as otherwise provided herein, these Terms are intended  solely for the benefit of you and us and are not intended to confer third-party beneficiary rights  upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and  other communications that we provide to you, including these Terms, will be provided in electronic form.

For more information about COLL, the Collegecoin Foundation, affiliated companies, the Access and Services, COLL Tokens, the Token Participation Event, the Token Sale Terms, or the Terms of Service please visit Collegecoin.org and view our Vision Paper.

Contact Us

If you have any questions or concerns regarding the Website, this Agreement, the COLL Token Sale, or general inquiries, please contact us at legal@collegecoin.org