Basic information pursuant to the Tokens and TT Service Provider Act (TVTG) for the public offering of the HRTS Utility Token (HRTS)
Token Issuer under the TVTG: Bittrex Global GmbH
Date of the Basic Information: May 5, 2022
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The Token Issuer under the TVTG is the company raising funds in the name, and for the account, of Fair Trade Limited Protocol, a company registered under the law of the British Virgin Islands at the BVI Registry of Corporate Affairs under registration number 2095283. The Token Issuer, to the extent required by the TVTG, accepts responsibility for the contents of this Basic Information and declares that as at the date of this Basic Information, to its knowledge, the information provided is correct and no material information has been omitted. All investments, including Investment in the HRTS Tokens, involve certain risks, including the risk of total loss of invested funds. Potential buyers should read the contents of this Basic Information in its entirety prior to making an investment decision.
Bittrex Global GmbH, Dr. Grass-Strasse 12, 9490 Vaduz, Liechtenstein represented by
Stephen Stonberg, CEO
1 IMPORTANT INFORMATION
This document contains Basic Information pursuant to to Art. 33 of the Tokens and TT Service Provider Act (“TVTG”).
The public offering of the HRTS Utility Token (“HRTS” or “Token”) will be carried out by Bittrex Global GmbH (the “Issuer”) on behalf, and for the account, of Fair Trade Protocol Limited, a company registered under the law of the British Virgin Islands at the BVI Registry of Corporate Affairs under registration number 2095283.
Bittrex Global GmbH is registered as TT Exchange Service Provider, as TT Token Depositary and as Token Issuer (Article 12(1), TVTG) under the provisions of the TVTG.
Only registered users of the Bittrex Global platform (see: https://global.bittrex.com) are eligible to purchase the Tokens.
Any potential buyer will be subject to all applicable KYC/AML in place at the time of the purchase through Bittrex Global GmbH. Failure to comply with the KYC/AML procedures and routines applicable to the purchase of Tokens shall prevent the purchase of the Tokens or the imposition of sanctions on purchasers, including the freezing of funds, mandatory cancellation or redemption of Tokens, or any other measure that the Issuer may deem appropriate to meet the applicable regulatory requirements.
Whether the Token constitutes a suitable investment must be assessed in light of each investor’s own circumstances. Neither this Basic Information nor any marketing material relating to the Basic Information constitute investment advice, financial advice or any other kind of advice to investors. Investors must make a suitability assessment regarding investments in the Token or consult with the investor’s own professional advisors. An investment in the Token is only suitable for investors who have sufficient experience and knowledge to assess risks related to the investment.
The Issuer will not sell any Tokens where potential buyers are citizens or residents of restricted jurisdictions as determined by the Issuer. The following Jurisdictions are defined as prohibited countries according to Issuers AML framework as of the date of this Basic Information: Afghanistan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Central African Republic, Congo, Cote d’Ivoire, Cuba, Egypt, Eritrea, Ethiopia, Ghana, Guinea, Guinea-Bissau, Guyana, Iran, Iraq, Lao People’s Democratic Republic, Lebanon, Libya, Maldives, Mali, Myanmar, Nicaragua, North Korea, Pakistan, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Trinidad and Tobago, Tunisia, Uganda, Ukraine, Vanuatu, Venezuela, Yemen, and Zimbabwe.
The Issuer has not authorised and does not authorise the making of any offer by any offeror, and the Issuer has not consented, and does not consent, to the use of this Basic Information by any other person in connection with any offer of the Basic Information in any jurisdiction.
Any offer made without the consent of the Issuer is unauthorized, and the Issuer does not accept any responsibility or liability in relation to such offer or for the actions of the persons making any such unauthorised offer.
2 SUMMARY
2.1 WARNINGS
This summary is an overview of the subsequent Basic Information.
Potential buyers of HRTS are urged to read the entire Basic Information, and not rely solely on this summary.
Investment in the Tokens involves substantial risks. Investors could lose all or part of their invested capital.
Civil liability attaches only to those persons who have provided the summary, including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Basic Information. Liability is excluded in case of slight negligence.
2.2 KEY INFORMATION ON THE ISSUER
Bittrex Global GmbH is a European-based digital asset exchange, established in October 2019 and headquartered in Vaduz, Liechtenstein. As a TT Service Provider that is registered under the TVTG, Bittrex Global GmbH is required to comply with the KYC/AML/CFT standards under the Due Diligence Act and is supervised by the Financial Market Authority in Liechtenstein (“FMA”).
The Bittrex ecosystem consists of Bittrex Technology, a technology company based primarily in the United States and established in 2014, and two digital asset trading platforms, Bittrex U.S. and Bittrex Global. Other users of the ecosystem include Bittrex Exchange Partners, which are third party exchanges who have joined Bittrex’s Exchange Partnership Program.
Bittrex is one of the longest-operating digital asset platforms in the world.
2.3 KEY INFORMATION ON THE HRTS TOKEN
The HRTS token can provide a range of utility for ecosystem participants, with an ever growing list of use cases expected to go live over the coming months and years. For example, fans could stake HRTS to gain access to ticket presales, VIP perks and exclusive content. They could also use the token for transactions on the platform, including purchases and seller payouts. For artists, HRTS could be staked in order to access NFT minting capabilities.
The token is central to YellowHeart Protocol’s vision for launching decentralized, peer-to-peer capabilities. These may include decentralized financing of live events and content production, where the ecosystem proposes, underwrites and promotes opportunities. Members of the ecosystem might also provide services directly to each other in exchange for HRTS, where services could range from promotional programs and marketing automation to exclusive functionality and advanced analytics. The future of the protocol will be created by its members, with the HRTS token being the key to enabling these capabilities.
2.4 KEY INFORMATION ON THE TOKEN SALE ECONOMICS
Token Sale Start Time May 24, 2022 | 13:00 UTC
Hard Cap 8,000,000 HRTS
Total Token Supply 692,000,000 HRTS
Initial Circulating Supply 33,554,000 HRTS
Public Sale Token Price $0.10
Token Distribution May 26, 2022
Total Public Sale Allocation 8,000,000 HRTS (1.2% of total supply)
Public Sale Vesting Period No vesting period | No lock up
Maximum Purchase Amount 20,000 HRTS
Sale Participant Currency USDT
Minimum Purchase Amount 200 HRTS
Token Type ERC-20
3 BUSINESS OVERVIEW
Today’s antiquated ticketing offers a terrible experience, characterized by scalpers, fraud, and technology that hasn’t evolved beyond the barcode. The YellowHeart Protocol uses blockchain technologies to address this problem. Tickets are now offered as non-fungible tokens (NFTs) and enhanced with new capabilities enabled by the HRTS (pronounced “Hearts”) utility token. Together, these Web3 technologies are transforming what tickets can do and how they are created, sold and resold. The YellowHeart Protocol was founded to bring together an entire ecosystem – composed of fans, artists, sports teams, brands, venues, event promoters, and more – to participate in this leap forward.
In contrast to traditional tickets, NFT tickets offer music, video, and engaging experiences. They enable artists to communicate directly with their fans, and provide artists and venues with a share of the proceeds any time a ticket is resold. In addition to ticket NFTs, the YellowHeart marketplace also offers music NFTs, collectible NFTs and community NFTs.
For ticket and music NFT issuers, YellowHeart offers improvements. YellowHeart NFTs allow them to participate in resale revenues, message and market directly to the fans that purchase their NFTs, and benefit from security features that reduce fraud. For fans, NFTs issued on the Yellowheart platform are collectible and engaging, offering compelling music, video and interactive experiences.
The platform includes a user-friendly mobile app; Chrome browser extension; proprietary wallet that supports cryptocurrencies, credit cards and multimedia NFTs; and enterprise-grade technology for venues and NFT issuers to manage authentication, redemptions, reporting and payment distributions. The platform is live and delivers the performance and scalability required by even the largest venues and artists. It is powered by technology provided by YellowHeart LLC, the ecosystem’s founding member.
The YellowHeart NFT marketplace can be accessed online at yh.io or via the YellowHeart mobile app for iOS and Android.
With the launch of the HRTS token anyone can now join this community; HRTS token holders will be able to engage with each other in innovative ways, creating a decentralized, peer-to-peer platform for ticketing and entertainment.
4 INFORMATION ABOUT THE TOKEN AND ASSOCIATED RIGHTS
The HRTS Token drives community growth and participation of the YellowHeart Protocol. Near-term utility use cases are:
• Payments with HRTS
– HRTS can be used for buyer purchases and seller payouts
– Preferential pricing for transactions completed with HRTS
• Staking with HRTS
– Gives artists access to self-serve minting capabilities for music & ticket NFTs
– Gives fans access to exclusive benefits like ticket presales and musician meet & greets; early access to exclusive NFT collections; and special offers and coupons
– Qualifies users for even more attractive pricing discounts and payout rates
• Rewards with HRTS
– Token rewards given for engaging with the YellowHeart ecosystem, such as account set up,first purchase, first ticket redemption, and first NFT resale on our secondary market
– Affiliate bounties paid when referral codes lead to new user sign up and purchase
5 NAME OF THE TT SYSTEM
Launched on the Ethereum Blockchain, HRTS is an ERC20 compliant Smart Contract.
HRTS is programmed to interact with any ERC20 compliant wallet or application. Running on Public Ethereum makes this token simple to onboard, basic to send and store.
6 DESCRIPTION OF PURPOSE AND NATURE OF LEGAL TRANS-ACTION UNDERLYING TOKEN ISSUANCE
The HRTS token can provide a range of utility for ecosystem participants, with an ever-growing list of use cases expected to go live over the coming months and years. For example, fans could stake HRTS to gain access to ticket presales, VIP perks and exclusive content. They could also use the token for transactions on the platform, including purchases and seller payouts. For artists, HRTS could be staked in order to access NFT minting capabilities.
The token is central to YellowHeart Protocol’s vision for launching decentralized, peer-to-peer capabilities. These may include decentralized financing of live events and content production, where the ecosystem proposes, underwrites and promotes opportunities. Members of the ecosystem might also provide services directly to each other in exchange for HRTS, where services could range from promotional programs and marketing automation to exclusive functionality and advanced analytics. The future of the protocol will be created by its members, with the HRTS token being the key to enabling these capabilities.
For this purpose, the Fair Trade Protocol Limited transfers HRTS Tokens to Bittrex Global GmbH to enable a public offering through Bittrex Global GmbH on behalf and for account of Fair Trade Protocol Limited.
The HRTS Token does not represent any contractual rights or claims that entitle the Token holder to receive payments or other forms of compensation, or give the Token holder ownership of a legal person, contractual rights or any similar rights.
Token holders cannot request an exchange/redemption of the monetary value vis-à-vis the issuer, Bittrex Global GmbH, or vis-à-vis Fair Trade Protocol Limited.
7 DESCRIPTION OF PURCHASE AND TRANSFER CONDITIONS FOR THE TOKENS
The HRTS Tokens will be publicly offered by Bittrex Global GmbH to the users of the Bittrex Global platform.
Users can subscribe for HRTS Tokens, in the sense of an expression of intent for the purchase of Tokens to be placed on the market, when the public offer begins. If the number of subscriptions reaches the existing quantity of Tokens to be placed on the market by Bittrex Global GmbH, then Bittrex Global GmbH will complete the public offer and distribute the Tokens to the users who subscribed for them. Subsequently, an over-the-counter trading market for these Tokens against other Tokens is created.
Prior to this main sale a presale took place.
8 ISSUANCE DATE – MAY 24, 2022
The issue date of the HRTS Tokens will be May 24, 2022.
9 RISK ASSOCIATED WITH PURCHASING THE TOKENS
9.1. Tokens are non-refundable:
The Issuer is not obliged to provide Token holders with a refund for any reason, and Token holders cannot request an exchange/redemption of the monetary value vis-à-vis Bittrex Global GmbH or vis-à-vis Fair Trade Protocol Limited.
9.2. Tokens are provided on an “as is” basis:
Tokens will be provided on an “as is” basis. The Issuer and each of their respective directors, officers, employees, equity holders and affiliates make no representations or warranties of any kind.
Digital assets are part of a new and rapidly evolving industry, and the value of HRTS depends on the development and acceptance of this industry.
Extreme volatility in the future could have a material adverse effect on the value of HRTS and HRTS could lose all or substantially all of its value.
9.3. Risks relating to digital asset networks:
Digital asset networks are dependent upon the internet. A disruption of the internet or a digital asset network, such as the Bitcoin Network, would affect the ability to transfer digital assets, including Bitcoin, and, consequently, their value.
Many digital asset networks face significant scaling challenges and are being upgraded with various features to increase the speed and throughput of digital asset transactions. These attempts to increase the volume of transactions may not be effective.
Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services or that accept digital assets as payment. This could dampen liquidity in the market, and damage the public perception of digital assets generally or any one digital asset in particular, such as Bitcoin, and its or their utility as a payment system, which could decrease the price of digital assets generally or individually.
In addition, the Ethereum blockchain rests on open source software, and accordingly there is the risk that the Token smart contract may contain intentional or unintentional bugs or weaknesses which may negatively affect Tokens, or result in the loss or theft of Tokens or the loss of ability to access or control Tokens. In the event of such a software bug or weakness, there may be no remedy and Tokens holders are not guaranteed any remedy, refund or compensation.
9.4. Loss of private keys may render Tokens worthless:
If a private key is lost, destroyed or otherwise compromised, and no backup of the private key is accessible, Token holders will not be able to access the blockchain asset associated with the corresponding address, and the Issuer will not be able to restore the private key.
9.5. Irreversible nature of blockchain transactions:
Transactions involving Tokens that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s Tokens, the transaction is not reversible. Consequently, the is unable to replace missing Tokens or seek reimbursement for any erroneous transfer or theft of Tokens.
9.6. Risk of wallet loss or hack (data theft):
The Tokens are held by the investor in wallets, a coded access. If the investor loses this access, there is no way to get to the Token, and all affected Tokens will be lost. In particular, the Issuer is not able – either as a matter of fact, or as permitted under applicable law –to re-generate and issue the Tokens or “replacement” Tokens. The same risk exists if a third party succeeds in gaining unauthorised access to the wallet. Where a third-party succeeds in removing and transfering Tokens from the wallet, the Issuer is not able to issue new or “replacement” Tokens to the investor.
9.7. Tax Risks:
Prospective Token holders must seek their own tax advice in the relevant jurisdictions in connection with acquiring Tokens, which may result in adverse tax consequences, including withholding taxes, income taxes and tax reporting requirements.
10 PERSONS RESPONSIBLE, ROLES
Contacts:
For Bittrex Global GmbH
Dr. Grass-Strasse 12
9490 Vaduz
Stephen Stonberg, CEO
Responsible for the technical functionality of the Token:
Fair Trade Protocol Limited
2nd Floor, Ellen L. Skelton Building,
Fishers Lane, Road Town, Tortola,
British Virgin Islands, VG 1110
11 APPLICABLE LAW/PLACE OF JURISDICTION
This Basic Information and the rights and obligations of the investors and the Issuer are governed exclusively by the laws of Liechtenstein excluding the application of International Private Law and the UN Sales Convention. The place of jurisdiction for all disputes arising out of or in connection with the public offering pursuant to this Basic Information shall be the jurisdiction of the Liechtenstein courts.
12 SEVERABILITY CLAUSE
Should any provisions of this Basic Information, be or become invalid or unenforceable as a whole or in part, the remaining provisions shall remain in force. Any legally ineffective or unenforceable provisions shall be replaced by legally effective and enforceable provisions in accordance with the meaning and purpose of this Basic Information and the Token description, which in their economic effects come as close as legally possible to the legally ineffective or unenforceable provisions.