TOKEN SALE TERMS
These Token Sale Terms (“Terms”) constitute a binding agreement entered on the date of the later signature (“Effective Date”) by the purchaser (“Purchaser”) and OCO Online Casino Owner IBC, a company organized under the laws of Seychelles (“Company”), respectively, each “Party” and together the “Parties,” and govern the Purchaser’s purchase of Tokens (as defined below) from Company during the Token Sale.
PLEASE READ THESE TERMS CAREFULLY
By acquiring Tokens or otherwise using the Website or the Company’s Telegram bot (as defined in Clause 2.3 of these Terms) and products and services offered on the Website, the Purchaser acknowledges that the Purchaser has read these Terms and that they agree to be bound by them.
If the Purchaser does not agree to all of the provisions of the Terms, the Purchaser is not an authorized user of these services and should not acquire any Tokens or use the Website or any related products or services.
The Company reserves the right to change, modify, add, or remove any provisions of the Terms at any time for any reason. Such changes are effective immediately once posted in a public forum. It is suggested that the Purchaser reviews the Terms periodically for any changes. The Purchaser acknowledges that by using Tokens or by accessing the Website after changes to the Terms have been posted, they are agreeing to the modified provisions.
The Website or the White Paper may contain a summary of the provisions that are outlined in greater detail in these Terms. These Terms prevail over and qualify the provisions of the Website and the White Paper. Any decision to purchase Tokens should only be made following a review of these Terms.
DEFINITIONS
“Disruption Event” means (a) any event or occurrence that causes a disruption in the functionality of the technology upon which Tokens operate, (b) any event or occurrence that causes a disruption in the functionality of the software used in connection with the Token Sale, (c) any compromise of security that has or in our sole good faith determination may have an adverse impact on the Token Sale; or (d) any other event that the Company reasonably consider materially adversely affects or may materially adversely affect Company, its affiliates, the Project, the transactions associated with Tokens or the Token Sale.
“Indemnified Party” or “Indemnified Parties” means the Company and its 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.
“Launchpad” means a platform where the Token Sale is conducted.
“Pre-Sale Period” means the period of time before the Token Generation Event during which the Purchaser may transfer the payment to the Company in order to receive the Tokens after the Token Generation Event. The Pre-Sale Period shall be within September, 01, 2024. After the finishing of the Pre-Sale Period these Terms including the price of Tokens may be changed by the Company in its sole discretion.
“Prohibited Jurisdictions” include:
Australia, Canada, Cuba, Democratic People’s Republic of North Korea, Republic of Korea, Islamic Republic of Iran, Libya, People’s Republic of China, South Sudan, the United States of America, Sudan (North), Syria, the Crimea,
any jurisdiction in which the entry into these Terms or the ownership of Tokens is prohibited by applicable law, and
any jurisdiction that is subject to the sanctions or embargoes introduced or administered by the United States or the United Nations.
“Project” means a Company’s project that includes blockchain-based features, and associated with the Company’s intellectual property that may involve a native cryptographic token to access certain functions, services etc. A more detailed specification of the Project is contained in the White Paper.
“Purchaser” means an individual person or legal entity representative, entered into these Terms.
“Token” means cryptographic token, developed by the Company, which a potential Purchaser may become the holder of on the basis of these Terms.
“Token Generation Event” means the launch date of the Token, after which it may be received by the Purchaser.
“Token Sale” means the process of selling Tokens as conducted by the Company in accordance with these Terms.
“Wallet” means a cryptocurrency wallet that is compatible with the relevant blockchain and enables the safe storage of the public keys and private keys of cryptocurrency and cryptographic tokens.
“Website” means the Company’s website available via the link https://owners.casino/.
“White Paper” means a single document that summarizes important information related to the Project and Tokens.
CONDITIONS OF PURCHASE
To participate in the Token Sale procedure the Purchaser must:
be an individual of 18 years of age or older; or
be a legal representative of a legal entity registered in the manner prescribed by the applicable laws;
have a Wallet to receive the Tokens and provide the public address of the Wallet to the Company;
complete the registration process on the Launchpad or any affiliated website approved by the Company and provide all information requested during the registration process;
not be a Restricted Person (as described below in Section 3 of these Terms);
comply with all conditions of these Terms;
provide to the Company through the Launchpad such anti-money laundering (“AML”) information as the Company or the Launchpad may require; and
arrange payment for the relevant Tokens pursuant to these Terms or as otherwise specified on the Launchpad.
The Company has the right to request any information confirming the fulfillment of the Purchaser with the criteria set out in this section of the Agreement. In the event of receiving such a request, the Purchaser must provide the relevant information within 3 calendar days.
Communication with Telegram bot. The Purchaser understands and agrees that for purchasing the Tokens the Purchaser is obliged to ensure seamless communication with Telegram bot accessible via link http://t.me/OnlineCasinoOwnerBot and having Telegram nickname @OnlineCasinoOwnerBot. Communication with this bot is crucial for the purchasing procedure and the Company bears no liability for any Purchaser’s failure related to such procedure, as well as for any losses, damages, breaches etc. The Purchaser waives all the rights related to the requirement of refund of any payments provided to the Company if the Purchaser missed or did not receive any messages, notifications, or any other form of interaction with the bot.
RESTRICTED PERSONS
Restricted Persons Defined. Tokens are not being offered or distributed to the following restricted persons (collectively, “Restricted Persons”):
any person unable to pass the Company’s or the Launchpad’s know-your-customer or know-your-client (“KYC”) requirements as may be determined from time to time in their sole discretion. This clause is also applicable to the persons whose non-compliance with KYC requirements determined after binding an agreement between the Company and the Purchaser;
a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the laws of, any Prohibited Jurisdiction regardless of whether the use of a virtual private network or other technical workaround to affect such transaction and avoid detection within a Prohibited Jurisdiction;
an individual employed by or associated with a legal entity or a legal entity identified on the United States Department of Commerce denied persons or entity list, the United States Department of Treasury’s specially designated nationals or blocked persons lists, the United States Department of State’s debarred parties list, the consolidated sanctions list maintained by the United States Department of Treasury’s Office of Foreign Assets Control, any United Nations Security Council sanctions lists or any other sanctions list;
a person or entity identified as a terrorist organization on any relevant lists maintained by any governmental authority;
a person acting, directly or indirectly, in contravention of any applicable law;
a person taking part in the Token Sale or acquiring Tokens on behalf of another undisclosed or unidentified person;
a person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti-bribery statute or has been subject to any investigation or sanction by, or a request for information from, any governmental authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any applicable law;
a person that is, unless otherwise disclosed in writing to and approved in writing by the Company prior to taking part in the Token Sale or acquiring Tokens, a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar person under any applicable law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP; or
a person acting or purporting to act, directly or indirectly, on behalf of, or owned or controlled by, any persons who would be a Restricted Person under this Section.
No Purchase by the Restricted Persons. The Restricted Persons are strictly prohibited and restricted from purchasing and using Tokens. The Company is not soliciting purchases and usage of Tokens by the Restricted Persons in any way. If a Restricted Person purchases Tokens, such Restricted Person has done so on an unlawful, unauthorized, and fraudulent basis. Any transactions and operations entered into by the Restricted Person in respect of Tokens shall be null and void. Neither the Company nor the Project shall be bound by any transaction in violation of these Terms, and the Company may in its sole discretion:
take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations specified above;
notify the relevant authorities on the transaction or the operation in question; and
retain all the funds paid by the Restricted Person and either freeze them until the situation is resolved by the respective authority or transfer to the account specified by the relevant financial authority, or apply to cover inflicted losses or discharge liabilities, or, except where prohibited by law, refund to the payer of the funds in accordance with applicable law and provisions of these Terms.
Liability of Restricted Persons. Any Restricted Person purchasing Tokens shall be solely liable for any and all damages, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) caused to the Company or the Project, and each such Restricted Person shall indemnify, defend and hold harmless Indemnified Parties from and against any and all damages, liabilities, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by any of the Indemnified Parties that arise from or are related to such Restricted Person’s purchase of Tokens.
TOKEN PURCHASE, DELIVERY AND FEATURES
Purchase and Payment. The Token price is USD 320 for each Token.
The payment shall be provided by the Purchaser within 2 calendar days since the Effective Date.
Form of Payment. The Company agrees to accept payment for the Total Purchase Price in Tether (USDT)to an TRC-20 compatible Ethereum wallet address designated in writing by the Company. The Company may elect to accept other methods or forms of payment on an as converted to USD basis in its sole discretion.
The payment must be provided by the Purchaser only using non-custodial Wallet, fully controlled and accessible by the Purchaser. The Company shall not be liable for any cases when the Purchaser uses non-supported or incompatible Wallets and is not able to perform the purchasing procedure.
Delivery of Tokens. Subject to the receipt of the Purchaser’s payment by the Company, the Company will transfer to the Purchaser the number of Tokens equally to the amount of payment provided by the Purchaser. After such transfer of Tokens, the title to and risk of loss of Tokens shall be transferred to the Purchaser. Any and all costs and expenses of such Tokens transfer shall be the sole and exclusive responsibility and liability of the Purchaser.
Pre-Sale Period. The Purchaser understands and agrees that if the Purchaser provided the payments for Tokens during the Pre-Sale Period, the delivery of Tokens by the Company is possible and shall be made only after the Token Generation Event.
Token Delivery Schedule. The delivery of purchased Tokens to the Purchaser by the Company shall be made in accordance with Token vesting schedule accessible via the Website.
Conditions to Delivery of Tokens. As a condition to and prior to the delivery of Tokens as set forth in clause 4.4 above, and in each case unless waived in writing by the Company:
the Purchaser will execute and deliver to the Company any and all other transaction documents related to these Terms and the delivery of Tokens as requested by the Company;
the Purchaser will provide to the Company in writing the public address of the Wallet as will be determined by the Company;
the Purchaser will complete and deliver all necessary forms, documentation, and registrations required, including but not limited to the KYC and AML documentation, including submission of such forms and other documentation and information to the Company, the Launchpad or any third-party vendor the Company has engaged in connection with the Token Sale; and
the Purchaser will do and perform, or cause to be done and performed, all such further acts and things, and will execute and deliver all such other agreements, certificates, instruments, and documents, as the Company or its affiliates, agents, representatives, and assigns may reasonably request in order to carry out the intent of these Terms or as will be required to comply with the applicable laws and regulations.
If the Purchaser fails to meet any of the conditions above, the Company may hold Tokens otherwise deliverable under these Terms in escrow until such conditions are met, and such escrow will constitute delivery of the applicable number of Tokens in accordance with these Terms notwithstanding that such Tokens remain in escrow.
Token Features. After becoming the holder of Token the Token Purchaser will have the right to receive the percent of the monthly revenue of the Project. For that purpose the Company will distribute 60% of such Project’s revenue between all Token Purchasers equally to the amount of Tokens purchased. The mentioned percent may be received by the Token Purchaser via the Wallet on the monthly basis. The Purchaser is not able to receive any percent until the Project is launched.
Secondary Treatment. The Token Purchaser may have the ability to resell or transfer the Tokens purchased from the Company at their own discretion, subject to any future policies or regulations that may be established regarding secondary transactions.
Until the Pre-Sale Period is concluded, the Company will not form any groups or communities of the Purchasers. All interactions and communications with the Purchasers during this period will be conducted on an individual basis. The Company reserves the right to establish groups or communities of Purchasers after the Pre-Sale Period for the purpose of enhancing interaction and support, but no collective structures will be organized before that time.
Disruption Event. In the event of a Disruption Event, the Company has the right to suspend the Token Sale. If the Company elects to suspend the Token Sale, the Company will publicly announce the suspension as soon as reasonably possible and, prior to resuming the Token Sale, the Company will announce the resumption at least a reasonable period in advance. If the Company suspends the Token Sale for a period of time, the Company will determine in its sole and absolute discretion whether to:
nevertheless continue the Token Sale on the originally scheduled Token Sale end date (if any); or
extend the Token Sale for a period of time equal to the period of time the Token Sale was suspended for.
Token purchase by the Purchaser from the Company during the Token Sale is final, and there are no refunds or cancellations except as may be required by the applicable law.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THESE TERMS, THE COMPANY RESERVES THE RIGHT TO REFUSE OR REJECT TOKEN PURCHASE ATTEMPTS AT ANY TIME FOR ANY REASON IN ITS SOLE DISCRETION. THE COMPANY IS NOT RESPONSIBLE FOR ANY SUCCESSFUL OR UNSUCCESSFUL ATTEMPTS THE PURCHASER MAY MAKE TO PURCHASE TOKENS IN CONTRAVENTION OF THESE TERMS.
SECURITY
Security Measures. The Purchaser is solely responsible for implementing reasonable measures for securing the Wallet and any other wallet or vault that the Purchaser uses to hold Tokens, including but not limited to any requisite private keys or other credentials necessary to access such Wallet or other wallet or vault. If the Purchaser is no longer in possession of the Purchaser’s private keys or any device associated with the Wallet or is not able to provide the Purchaser’s login or identifying credentials, the Purchaser may lose all of the Purchaser’s Tokens and all access to the Purchaser’s account. Indemnified Parties are under no obligation to recover any Tokens and are not liable for such loss of the Purchaser’s Tokens.
Notwithstanding any other provisions of these Terms, the Company will not be responsible or liable for any damages, losses, penalties, fines, or expenses arising out of or relating to:
the Purchaser’s failure to implement reasonable measures to secure the Wallet or any other wallet or vault the Purchaser uses to hold Tokens or the relevant access credentials:
the loss of, tampering with, circumventing or unauthorized use of any access credentials to the Purchaser’s Wallet or any other wallet or vault the Purchaser uses to hold Tokens;
any errors or omissions (including but not limited to typos and inaccuracies) relating to the Wallet, including but not limited to errors and omissions in the public blockchain address of your Wallet that may result in the Purchaser’s Tokens not being transferred to the Purchaser in the Token Sale;
any bugs, defects, faults, exploits, vulnerabilities or security breaches affecting the security of or access to the Wallet or any wallet or vault the Purchaser uses to hold Tokens; or
the loss of Tokens from the Purchaser’s Wallet or any other wallet or vault the Purchaser uses to hold Tokens.
TAXES
Any amounts that the Purchaser pays for the Tokens are exclusive of all applicable taxes. The Purchaser is solely responsible for determining what, if any, taxes apply to purchase of Tokens, including but not limited to, for example, sales, use, value added, and similar taxes. It is the Purchaser’s sole responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the purchase of Tokens. In no circumstances the Company may be considered as the Purchaser’s tax agent and the Company bears no obligations related to this.
REPRESENTATIONS AND WARRANTIES
The Purchaser represents and warrants that as of the Effective Date and the date of delivery of Tokens to the Purchaser:
the Purchaser is at least 18 years of age;
the Purchaser has full legal capacity, power, and authority to execute and perform under these Terms;
all information requested during the registration process provided by the Purchaser in accordance with Clause 2.1.4 of these Terms is complete and accurate;
the Purchaser is not a Restricted Person as defined in Section 4 of these Terms;
the Purchaser has a sufficient technical understanding of cryptographic tokens (including Tokens, ETH, and BTC), proof-of-stake based protocols, distributed networks, token storage mechanisms (including, but not limited to, the Purchaser’s Wallet), and blockchain technology in general to understand these Terms and to appreciate the risks and implications of purchasing, holding, and using Tokens;
the Purchaser has carefully read and understood these Terms;
the Purchaser has carefully read and examined the Website and the White Paper and understands the purpose of Tokens;
the Purchaser has obtained sufficient information about Tokens to make an informed decision to purchase Tokens;
the Purchaser understands, acknowledges, and assumes the restrictions and risks associated with the purchase, holding, and use of Tokens as set forth herein, including, but not limited to, the risks explained and disclosed in these Terms and ANNEX I;
these Terms constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its provisions, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity;
the Purchaser’s purchase of Tokens complies with applicable laws and regulations or rules in the Purchaser’s jurisdiction, including, but not limited to (i) legal capacity and any other applicable legal requirements in the Purchaser’s jurisdiction for purchasing Tokens, using Tokens, and entering into contracts with the Company, (ii) any foreign exchange, regulatory, or import/export restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
the Purchaser is not resident or domiciled in a jurisdiction prohibiting its residents or domiciles from participating in or purchasing tokens or coins in token offerings or sales;
if the Purchaser is purchasing Tokens on behalf of any entity: (i) the Purchaser is authorized to enter into these Terms and to act on such entity’s behalf, (ii) such entity will be responsible for the breach of these Terms by the Purchaser or any other employee or agent of such entity, (references to “the Purchaser” in these Terms refer to the Purchaser and such entity, jointly), and (iii) such entity is duly organized and validly existing under applicable laws of the jurisdiction of its organization and is not a Restricted Person; and (iv) to the extent they are applicable, the Purchaser will cooperate with the beneficial ownership identification requirements set forth in these Terms;
the Purchaser will not use Tokens or the Project in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, the use of Tokens or the Project in connection with transactions that violate applicable law;
the Purchaser will comply with all applicable tax obligations in the Purchaser’s jurisdiction arising from the Purchaser’s purchase of Tokens;
the Purchaser will provide the Company and/or the Launchpad with any AML and KYC information as they may require, with the Purchaser’s information as of the date of the Purchaser’s response, together with any supporting identification documentation, as they may require, and deliver it to them before the Purchaser may be eligible to purchase Tokens. The Purchaser also agrees to provide the Company and/or the Launchpad with such documents that they may request in connection with their compliance requirements with any applicable laws (including, without limitation, AML laws) in order to determine the Purchaser’s eligibility;
the Purchaser represents and warrants that the funds used for the Purchaser’s purchase of Tokens are not derived from illegal or illegitimate activities or not obtained by the ways in which cryptocurrency may be considered illegal, under-sanctioned, and so on;
the Purchaser is not a Restricted Person and Tokens have not and are not being offered to the Purchaser in the Prohibited Jurisdictions. As of the Effective Date, the Purchaser (and the Purchaser’s authorized signatory, if applicable) were outside of the Prohibited Jurisdictions;
the Purchaser is acquiring Tokens for the Purchaser’s own account and not with a view to resale or distribution, either directly or indirectly, in the Prohibited Jurisdictions or to or for the account or benefit of a Restricted Person;
the Purchaser is not a party to any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or pledge to the Prohibited Jurisdictions any of the Tokens, and has no present plans to enter into any such contract, undertaking, agreement, or arrangement.
DISCLAIMERS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT;
THE COMPANY DOES NOT REPRESENT OR WARRANT THAT TOKENS ARE RELIABLE, CURRENT, OR ERROR-FREE, MEET THE PURCHASER’S REQUIREMENTS, OR THAT ANY DEFECTS IN TOKENS WILL BE CORRECTED; AND
THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF BUGS, DEFECTS, FAULTS, EXPLOITS, VULNERABILITIES, VIRUSES OR OTHER HARMFUL COMPONENTS.
Ownership of Tokens carries no rights, express or implied, other than the right to use such Tokens as a means to enable the usage of, and interaction with, the Project, if successfully completed and deployed. In particular, the Purchaser understands and accepts that 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 any of the Indemnified Parties, other than rights relating to the use of and interaction with the Project, subject to limitations and conditions as described in the Company’s White Paper (as defined below) and the Website.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT WILL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR LOSS FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LOSS WAS FORESEEABLE); AND
IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE INDEMNIFIED PARTIES (JOINTLY) FOR ANY LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE TOKENS, EXCEED THE AMOUNT THE PURCHASER PAYS TO THE COMPANY FOR TOKENS.
THE PURCHASER RELEASES THE COMPANY AND THE INDEMNIFIED PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING, BUT NOT LIMITED TO, CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO THESE TERMS. THE PURCHASER EXPRESSLY WAIVES ANY RIGHTS THAT THE PURCHASER MAY HAVE UNDER APPLICABLE LAW OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE (INCLUDING SIMILAR LAWS IN OTHER APPLICABLE JURISDICTIONS).
APPLICABLE LAW & DISPUTE RESOLUTION
Applicable Law. These Terms will be governed by, construed, and enforced in accordance with the laws of the Republic of Seychelles, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
Arbitration. The Purchaser and the Company irrevocably and unconditionally submit to the exclusive jurisdiction, venue, and forum of the Republic of Seychelles, and all courts competent to hear appeals therefrom.
Class Action Waiver. Any claim or dispute arising under these Terms will take place on an individual basis without resort to any form of class or representative action.
THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM.
CONFIDENTIALITY
Each Party shall treat as strictly confidential all information received or obtained as a result of entering into or performing these Terms, which relates to the provisions or subject matter of these Terms, the other Party, or the negotiations relating to these Terms.
Confidential information shall not include information that:
is or subsequently becomes publicly available without the Party’s breach of its obligations of confidentiality.
was known to the Party prior to the disclosure of such information by the other Party.
was independently developed by the Party without the use of another Party’s confidential information.
All the rights to confidential data belonging to the Party, which passed it initially.
After termination of these Terms any confidential data, contained on any carrier must be returned on demand of the Party, which has passed it, or must be destroyed by the way, excluding its recovery.
The Parties shall provide treatment with the confidential information with such degree of care and caution as the Parties, receiving this information, treat its own confidential information, but in any case, not less than the level of reasonable caution.
In cases, not pointed directly in the applicable law or in these Terms, confidential information might also be transferred to third parties only on preliminary written consent of the other Party.
In case of disclosure of the confidential information on lawful demands of government authorities, the Party, which is disclosing such confidential information to the other Party, shall be aware of this other Parties as soon as possible.
MISCELLANEOUS
Severability. If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Entire Agreement. These Terms constitutes the entire agreement between the Purchaser and the Company relating to the Purchaser’s purchase of Tokens from the Company. The Company’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
Assignment. The Company may assign the Company’s rights and obligations under these Terms. The Purchaser shall not assign these Terms, or any of your rights or obligations hereunder.
No Partnership. The Purchaser’s purchase of Tokens from the Company does not create any form of partnership, joint venture or any other similar relationship between the Purchaser and the Company.
Notices. All agreements, notices, disclosures, and other communications that the Company provides to the Purchaser, including these Terms, may be provided in electronic form.
ANNEX I
RISKS
There are significant risks and uncertainties associated with the Purchaser’s purchase of Tokens. Tokens should not be purchased by anyone who cannot afford to lose the entirety of their purchase price. Some of such risks are identified below. The Purchaser bears full responsibility for any such risks.
Uncertain Regulations and Enforcement Actions
The regulatory status of Tokens and underpinning distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes that govern virtual or digital currencies and respective markets. It is impossible to predict how, when, or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including the Token or the Project. Regulatory actions could negatively impact the Token or the Project in various ways. The Company or any of the Indemnified Parties may cease operations in a jurisdiction or even abandon certain features of the Project if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Risks Associated with the Blockchain Protocol
Given that the Token and the Project are based on blockchain protocol and architecture, any malfunction, breakdown, or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on the Token or the Project. Advances in cryptography, or technical advances (including, without limitation, development of quantum computing), could present unknown risks to the Token or the Project by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations is highly unpredictable. Further, products or services available on the Project may require digital assets provided by the Purchaser to be deposited with, “staked” with or otherwise require interaction with various third-party decentralized finance protocols, which primarily comprise smart contracts deployed on the relevant blockchain. These third-party decentralized finance protocols and the development team behind these protocols are independent third parties, so neither the Company nor any of the Indemnified Parties have control over these protocols or teams. The deployed smart contracts underlying the Project or these decentralized finance protocols are highly experimental in nature, risky, and may contain security vulnerabilities, errors, failures, bugs, or economic loopholes that may be exploited by third parties, causing the Purchaser to suffer losses in connection with any product(s) available on the Project. Neither the Company nor any of the Indemnified Parties can be responsible for any such security vulnerabilities, errors, failures, bugs, or economic loopholes.
Personal Security
The Purchaser is responsible for implementing reasonable measures for securing the Wallet, vault, or other storage mechanism used to receive and hold Tokens, including any requisite passwords, tokens, private key(s), or other credentials necessary to access such storage mechanism(s). If the Purchaser’s passwords, tokens, private key(s), or other access credentials are lost, the Purchaser may lose access to the Tokens. The Company cannot be responsible for and is technologically unable to recover, any such losses.
Insufficient Information
The Project is at the stage of development as of the date of these Terms, and its algorithm, code, consensus mechanism, and various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and the White Paper released relating to the development of the Project have been prepared with the up-to-date key information of the Project, they are not absolutely complete and are subject to adjustments and updates from time to time for the optimal development and growth of the Project and ecosystem on the Project. The Company is neither able nor obliged to keep the Purchaser closely posted on every detail of the development of the Project (including its progress and expected milestones, no matter whether rescheduled or not) and therefore will not necessarily provide the Purchaser with timely and full access to all the information relating to the Project that may emerge from time to time. Due to the nature of the project to develop the Project, the Purchaser accepts that such insufficiency of information disclosure is inevitable and reasonable.
Cyber Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Token or the Project in various ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, there is a risk that a third party may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Token or the Project, which could negatively affect the Token or the Project.
Lack of Markets for Tokens
There is no prior market for Tokens, and the Token Sale may not result in an active or liquid market for the Token. The Token is intended to be used solely within the network for the Project, hence there may be illiquidity risk with respect to any Token the Purchaser holds. The Token is not a currency issued by any central bank or national, supra-national, or quasi-national organization, nor is it backed by any hard assets or other credit, nor is it a “commodity” in the usual meaning of that word. The Company cannot be responsible for, nor does the Company pursue, the circulation and trading of Tokens on any market. Trading of Tokens will depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any Token from any holder of the Token, nor does anyone guarantee the liquidity or market price of the Token to any extent at any time. Accordingly, the Company cannot ensure that there will be any demand or market for the Token, or that the price paid for the Token is indicative of any market valuation or market price for the Token. Any secondary market or exchange for trading the Token would be run and operated wholly independently of the Company and any of the Indemnified Parties. The Company will not create such secondary markets, nor will it act as an exchange for the Token. Even if secondary trading of Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to the Token, such value may be extremely volatile, decline below the price that the Purchaser had paid for the Token, or even diminish to zero. Holders of Token shall be responsible for all losses in connection with the purchase of or secondary trading of the Token and shall not make any claim against the Company or any of the Indemnified Parties.
Risk of Uninsured Losses
The Token is uninsured unless the Purchaser specifically obtains private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance to offer recourse to the Purchaser.
Taxation Risks
The tax treatment of the Token and these Terms is uncertain. The Company intends to treat the Token and these Terms neither as an equity interest nor as a debt interest in the Company for tax purposes. It is possible that the Company’s intended treatment of the Token and these Terms may be challenged, so that the tax consequences to the Purchaser and the Company relating to the Token and these Terms could differ from those described above. The Purchaser must seek their own tax advice in connection with the purchase, holding, or usage of the Token, which may result in adverse tax consequences to the Purchaser, including withholding taxes, income taxes, and tax reporting requirements.
Competitors
It is possible that alternative networks could be established that utilize the same or similar code and protocol underlying the Token or the Project and attempt to re-create similar facilities. The Project may be required to compete with these alternative networks, which could negatively impact the Token or the Project.
Insufficient Interest
It is possible that the Project will not be used by a large number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of distributed ledger technology ecosystems (such as the Project). Such a lack of use or interest could negatively impact the development of the Project and therefore the potential utility of the Token.
Risks Related to the Company’s Corporate Structure
The Company’s corporate structure (including the intra-group arrangements) is bespoke, and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks and attempt to decentralize the management and control, as well as economic risks and benefits relating to the Project and the Token, but there is no legal precedent for whether these structures are effective, and it is difficult to predict the position that a regulator may adopt.
Risks Arising from Lack of Governance Rights
Because the Token confers no governance rights of any kind with respect to the Project or the Company, all decisions involving the Project or the Company will be made by the relevant party of the Company’s group at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services or ecosystem on the Project, to create and sell more Tokens for use in the ecosystem on the Project, or to sell or liquidate any legal entity. These decisions could adversely affect the Project and the Token the Purchaser holds.
Forking
The Project is a community project, and certain elements are open-sourced. The Company and any of the Indemnified Parties do not and cannot monopolize the development, marketing, operation, or otherwise of the Project. Any entity may independently develop a patch or upgrade of the source code of the Project or blockchain without prior authorization of any other party. The acceptance of these patches or upgrades by a sufficient (not necessarily overwhelming) percentage of the Token holders could result in a “fork” in the blockchain, and consequently, two diverging networks will emerge and remain. Each branch of the blockchain arising from the fork will have its own native cryptographic tokens. Accordingly, there will be two different versions of the Token respectively residing in the two divergent branches with almost identical technical features and functions. The community on the Project may split into two groups in support of the two branches respectively. Further, it is theoretically possible for each branch of the forked blockchain to be further forked an unlimited number of times. The temporary or permanent existence of forked blockchains could adversely affect the operation of the Project and blockchain and the Token which the Purchaser holds and may ruin the sustainability of the Project.
Other Risks
In addition to the above risks, there are other risks associated with the Purchaser’s purchase, holding, and usage of the Token, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the above risks.
BY ACKNOWLEDGING AND ACCEPTING THESE RISKS, THE PURCHASER AGREES TO BEAR ANY AND ALL CONSEQUENCES OF THE AFOREMENTIONED UNCERTAINTIES AND POTENTIAL ISSUES ASSOCIATED WITH THEIR PURCHASE AND USE OF TOKENS UNDER THESE TERMS.