PASS TOKENS: TERMS AND CONDITIONS OF USE
Version 4.0 - Last updated June 26, 2025
Key Changes
- Migrated token from Ethereum (ETHPASS) to Binance Smart Chain (BSCPASS) and updated smart contract address.
- Removed obsolete information regarding initial distribution and timelocks.
- Updated risk factors for BSC and modern threats.
- Aligned version and date.
Issuer: Blockpass BVI Limited, registered in the British Virgin Islands under number 2040091 with address at Mill Mall, Suite 6, Wickhams Cay 1, P.O. Box 3085, Road Town, Tortola, British Virgin Islands
Section I - Application and Definitions
Application of these Token Terms
These terms and conditions (the “Token Terms”) apply to all holders of PASS Tokens (the “Tokens”) which are issued by Blockpass BVI Limited (also referred to as “we”, “us”, or “the Issuer”), regardless of whether the Tokens have been purchased directly from the Issuer or from a third party. By purchasing, holding, using, receiving or transferring the Tokens in any way, you (herein also referred to as the “Token Holder”) confirm that you accept these Terms and that you agree to duly comply with them.
Definitions
Blockpass Protocol or Protocol: The proprietary framework on which the Blockpass identity verification services operate, which includes but is not limited to, all IP related to codes, systems and guidelines.
PASS Token (or BSCPASS): A BEP-20 utility token issued by Blockpass on the Binance Smart Chain.
Token Holder: An individual or company who purchases, receives, uses, or transfers PASS tokens.
Section II - Regulatory Notice; Privacy Notice; Whitepaper
1. Regulatory Notice
1.1 The PASS Tokens (the “Tokens”) are designed as utility tokens. They are not intended to be nor will you use them as a security or as an investment. The treatment of utility tokens may vary from country to country. The distribution and sale of utility tokens in certain jurisdictions may be restricted by law. The Tokens are not available for distribution or sale to citizens or residents of any country where such activity is prohibited, including to United States persons.
1.2 These Terms do not constitute a prospectus, a solicitation for investment, or an offering of securities in any jurisdiction.
1.3 Nothing in these Terms constitutes legal, financial, tax or other advice.
2. Privacy Notice
The Issuer may collect data on the Token Holder in accordance with its Privacy Policy, which is available on the website. Token Holders are advised to carefully read and fully understand the contents of the Privacy Policy before providing data.
3. Whitepaper
Further information regarding the Tokens is set out in the Issuer Whitepaper, available on the Blockpass website. Information in the Whitepaper is for illustrative purposes only and does not form part of these Terms.
Section III - Token Description and Functionality
4. Token Description and Supply
4.1 The Tokens are designed and intended to be used as discount payment tokens for identity verification services supported by the Blockpass Protocol. Blockpass may offer Token Holders reduced or preferential rates for these services and may add other features at its discretion.
4.2 The initial distribution of Tokens has been completed. The Issuer has created a fixed total supply of 1,000,000,000 Tokens. This is the maximum number of Tokens that will ever be supported.
4.3 Tokens are BEP-20 tokens (“BSCPASS”) on the Binance Smart Chain (BSC). The Token Smart Contract address is: 0xe1f07ddec3dc807a8861396e1c849e5612c8ed57
4.4 The migration of the PASS Token from Ethereum to the Binance Smart Chain is complete. The token now operates natively on the BSC network. The Issuer reserves the right to facilitate future migrations to other blockchains if deemed beneficial.
5. Variation of PASS Token Functionality
5.1 Blockpass may vary, suspend or terminate any aspects of the Tokens if required for legal or regulatory compliance, or to address security flaws in the source code.
Section IV - General Terms and Conditions
6. Obligations on Token Holders
It is agreed and acknowledged by you that:
6.1 you will not, nor will you attempt to acquire, use or dispose of any Tokens other than through the mechanisms supported by the relevant Token Smart Contracts and approved by the Issuer.
6.2 you will not transfer or attempt to transfer control or ownership of any private keys associated with any Token Address that has been designated in your name by the Issuer to any other party, including any other Token Holder.
6.3 you will not acquire or attempt to acquire control or ownership of any private keys associated with any public blockchain network addresses at which Tokens are being held by another party including by another Token Holder.
6.4 you will be solely and entirely responsible for any fees payable to the relevant public network blockchain arising from or in connection with any transfer of Tokens that are in your possession, ownership or control.
7. Representations and Warranties
7.1 You represent and warrant on the date of accepting these Terms, which representations and warranties will be deemed repeated on each date on which these Terms are in effect as between you and the Issuer, the following:
7.1.1 If you are a natural person, you are of a legal age and such capacity to enter into and be bound by these Terms in your jurisdiction.
7.1.2 If you are a non-natural person: (a) you are duly organised, incorporated and validly existing under the laws of the jurisdiction of your organisation; (b) you have the capacity, full power and have been duly authorised to agree to these Terms and to perform your obligations arising hereunder; (c) you have full capacity and full power to (i) acquire, utilise, retain and dispose of Tokens, and (ii) utilise any and all of the services that may be provided by the Issuer under these Terms; and (d) these Terms have been duly agreed by you (and any person or persons that have entered into these Terms on your behalf were authorised to do so) and constitute your valid, binding and enforceable obligations.
7.1.3 You have a sufficient technical understanding of cryptographic tokens, public network blockchain protocols, token storage mechanisms, and blockchain technology in general to understand these Terms and to appreciate the risks and implications of acquiring, using or disposing of Tokens.
7.1.4 It is your sole responsibility to determine whether any acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens comply with all applicable laws and regulations in your jurisdiction.
7.1.5 Any acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens is for lawful purposes and in compliance with all applicable laws and regulations in your jurisdiction.
7.1.6 You will comply with any and all applicable tax obligations arising in connection with any acquisition, holding or disposal by you of any Tokens and any use by you of any services associated with such Tokens.
7.1.7 Your acquisition or purchase of any Tokens is not and shall not be connected to financial investment purposes in any way, but is to access the services provided by the Issuer or any third party in accordance with these Terms.
7.1.8 You have never engaged, are not engaging and shall not engage in conduct or dissemination of information that you know or ought to know will impact the price of Tokens and/or that could constitute the manipulation or abuse of any secondary market on which Tokens can be traded.
7.1.9 You have fully and carefully reviewed these Terms and the code of the Token Smart Contracts. Accordingly, you understand and accept that any acquisition, utilisation, retention, or disposal of any Tokens may expose you to significant financial, regulatory and/or reputational risks (including, but not limited to, the non-exhaustive list of risks detailed in Appendices 1 and 2 of these Terms).
8. Non-Refundable Status of Any Purchase Monies or Contributions
All purchase monies or funds that have been provided by you in consideration for the acquisition of Tokens are non-refundable. You agree and acknowledge that you have no right to request a refund from the Issuer for any reason.
9. Exchange Facilities
The Issuer does not provide any guarantee or assurance that there will be an active secondary market where you can readily buy, sell or trade your Tokens.
10. Intellectual Property
10.1 The purchase, ownership, receipt, or possession of Tokens carries no rights, express or implied, other than the right to use Tokens for the purposes described in these Terms. In particular, you understand and accept that Tokens do not represent or confer any legal or beneficial ownership right or other proprietary interest in any property of the Issuer, or any share, security, or equivalent rights, or any right to receive future revenue shares or any other form of participation in or relating to the Issuer Protocol and/or the Issuer.
10.2 “Intellectual Property” means any patents, copyright, trademarks, service marks, business names, domain names, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and any and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
11. Entire Agreement
These Terms represent the entire agreement between the Issuer and you and supersede any previous dealings between the parties relating to the subject matter of these Terms.
12. Token Smart Contracts
12.1 Certain operational aspects of your access to and use of Tokens are controlled by a set of smart contract code issued, deployed, supported and maintained by the Issuer (the “Token Smart Contract”). Details of the address on the Binance Smart Chain for the current Token Smart Contract can be found in Section 4.3 above.
12.2 In the event of any conflict between the code in the Token Smart Contract and these Terms, the provisions of these Terms shall prevail.
13. Notices
Any notices in respect of any variation to these Terms shall be made by uploading them online on the Issuer’s website and by updating the “Last updated” date.
14. Severability
If any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the rest of these Terms.
15. Indemnity
15.1 To the fullest extent permitted by the applicable laws, you will indemnify, defend and hold harmless the Issuer and the Issuer’s respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Issuer Parties”) from and against all claims, damages, liabilities, losses, costs and expenses (including lawyers’ fees) that arise from or relate to: (i) your access to, acquisition, retention, use or disposal of any Tokens; or (ii) any other violation of these Terms by you.
15.2 We reserve the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification pursuant to these Terms.
16. Exclusions and Limitations of liability
16.1 To the maximum extent permitted by the applicable laws, the issue of Tokens and the provision of all associated services by the Issuer are provided “as is” and on an “as available” basis without any representations or warranties.
16.2 To the maximum extent permitted by the applicable laws, the Issuer disclaims all representations and warranties, whether express, implied or statutory.
16.3 To the maximum extent permitted by the applicable laws, in no event will the Issuer be responsible or liable for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, arising out of or in connection with the acquisition, retention or disposal of Tokens or with the use of any services associated with such Tokens.
16.4 To the maximum extent permitted by the applicable laws, in no circumstances will the aggregate liability of the Issuer, whether in contract, tort (including negligence), or otherwise, arising under or in connection with these terms exceed €1,000.
16.5 Nothing in these Terms limits any liability which cannot legally be limited.
17. Variation
The Issuer may, in its sole and absolute discretion, vary any or all of these Terms upon giving you reasonable notice of the proposed variations by updating the "Last updated" date on the website. Your continued use or possession of Tokens after such a change will constitute your acceptance of the variations.
18. Governing Law and Dispute Resolution
18.1 These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of the British Virgin Islands.
18.2 All disputes shall be referred to and finally resolved by arbitration under the LCIA Rules. The number of arbitrators shall be one. The seat of arbitration shall be London. The language shall be English. All hearings shall be held in private.
18.3 You waive the right to participate in any class action lawsuit or class arbitration against the Issuer.
APPENDIX 1 - STANDARD RISKS
By accepting these Terms, you expressly acknowledge and assume sole responsibility for risks including, but not limited to: loss of private keys, changes due to legal advice, security vulnerabilities of cryptographic systems (including from AI-based tools and quantum computers), legal and regulatory changes (including those targeting DeFi), development failure of the protocol, theft, source code flaws, mining/validator attacks (including 51% attacks), and price volatility.
APPENDIX 2 - SPECIFIC RISKS
You further acknowledge and assume risks specific to the PASS Token, including:
Binance Smart Chain (BSC) Ecosystem Risks: Risks related to BSC's DPoS consensus mechanism and smaller validator set, which could impact network security and transaction finality.
Cross-Chain Bridge Risks: Bridges used to move assets between blockchains are frequent targets for exploits and may result in the loss of funds.
Phishing and Social Engineering: Risks from increasingly sophisticated attacks, including those using AI, designed to trick users into revealing private keys or approving malicious transactions.
Internet Risks: Standard risks of using the internet, including hacking, data transmission failures, and malware.