PLEASE READ CAREFULLY THIS DOCUMENT BEFORE MAKING ANY PAYMENTS FOR TOKENS, AS IT AFFECTS YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. IF YOU DO NOT AGREE WITH THIS DOCUMENT, YOU SHALL NOT MAKE ANY PAYMENTS FOR TOKENS.
Last updated:16th December,2017
KAHN TECHNOLOGY LTD., a company registered in the United Kingdom with the company registration number 11073626 and registered office at Kemp House 160 City Road London United Kingdom EC1V 2NX ("Company")
HEREBY INVITES everyone who (i)wants to participate in the Kahn Tokensale Project and (ii)is not a Restricted Person (as defined below) ("Invitees")
to make an offer addressed to Company in order TO ENTER INTO AGREEMENT ON SALE OF TOKENS ("Agreement") under the terms and conditions set out below ON THE BUYER’S SIDE ("Buyer").
YOUR TRANSFER OF THE PAYMENT FOR THE TOKENS WILL CONSTITUTE YOUR WILLINGNESS TO ENTER INTO THE AGREEMENT WITH OUR COMPANY UNDER THE TERMS AND CONDITIONS SET OUT THEREIN.
IF OUR COMPANY AGREES TO YOUR OFFER MADE IN A SPECIFIED MANNER, IT WILL DISTRIBUTE THE TOKENS TO YOU SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THE AGREEMENT. YOUR RECEIPT OF THE TOKENS (AS IT DEFINED BELOW) SHALL CONSTITUTE DUE CONCLUSION OF THE AGREEMENT IN RESPECT OF SUCH TOKENS.IF OUR COMPANY FOR WHATEVER REASON REJECTS YOUR OFFER, THE AGREEMENT SHALL NOT BE DEEMED AS CONCLUDED AND YOUR FUNDS WILL BE REFUNDED. IN THIS CASE, ANY REFUNDS MADE IN YOUR FAVOR WILL BE REDUCED BY AN AMOUNT OF ANY EXPENSES THAT COMPANY HAS INCURRED OR MAY INCUR IN FUTURE IN THIS REGARD, INCLUDING ANY EXCHANGE FEES, BANK FEES, AGENCY AND BROKERAGE FEES, REMUNERATIONS, TAXES, CHARGES, FEES FOR BLOCKCHAIN TRANSACTIONS, ETC. OUR COMPANY IS FREE TO REJECT ANY OF YOUR OFFERS, EVEN IF IT IS MADE IN A PROPER MANNER.
In this Agreement Company and Buyer agree as follows:
1.1. In addition to the definitions contained elsewhere in the text of this Agreement, the following terms and expressions shall have the meaning ascribed to them here below:
"Company Parties" means Company and its respective past, present and future employees, officers, directors, contractors, consultants, attorneys, accountants, financial advisors, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns.
"Company Party" means one of the foregoing, as the case may be.
"Cryptocurrency" means Ethereum (ETH) and other cryptocurrency which Company will accept as the payment for Tokens.
"Damages" means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.
"Disputes" as set out in Article 1.11.2.
"Fiat Currencies" means the legal tender currency circulated in specific country or region, such as GB pounds, Russian rubles, US dollars, Euro, etc., which Company will accept as the payment for Tokens.
"Ethereum" means an open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality.
"Restricted Persons" has the meaning, set out in Article 4.6.
"Services" means the services and other use cases which Company Parties provide to the holders of the Tokens via the Platform and which are more specifically described in the WhitePaper.
"Website" means www.kahnchat.com
"White Paper" means the document describing the Platform, the Tokens, the Services, and other matters related to the Platform, and available on the Website (as may be amended from time to time).
2. ACCEPTANCE OF THIS AGREEMENT
2.1. This Agreement shall be effective and binding on the Company and Buyer when Buyer receives the Tokens on Buyer’s Ethereum Wallet address in the amount calculated in accordance with the provisions of the White Paper
2.3. Company Parties have prepared the White Paper, as may be amended from time to time upon a Company Party's sole discretion, which is hereby incorporated by reference. Buyer has read and understands the White Paper and its contents. The content of the White Paper is not binding for Company Parties and is subject to change in line with ongoing research and development of the Platform.
§2. No Partner Relationship between Buyer and Company Parties
2.4. Company and Buyer are independent contractors, and neither party hereto, nor any of their respective affiliates, is an agent of the other for any purpose somehow related to this Agreement or has the authority to bind the other.
2.5. Purchasing of the Tokens from Company does not create any form of partnership, joint venture or any other similar relationship between Buyer and a Company Party.
3. LEGAL STATUS OF TOKENS
§1. Restricted Use of Tokens
3.1. Tokens issued by the Company are only meant to be used:
3.1.1. to enable usage of and interaction with the Platform and to support its development, testing, deployment, and operation as it is strictly described in the WhitePaper;
3.1.2. to obtain services as set out in the White Paper.
3.2. Hereby Buyer accepts explicitly and agrees that:
3.2.1. it is the responsibility of solely Buyer to determine if Buyer can legally purchase the Tokens in his jurisdiction and whether Buyer can then resell the Tokens to another purchaser in any given jurisdiction;
3.2.2. Buyer is not acquiring the Tokens for any other uses or purposes, except for as specified in Article3.1 of this paragraph;
3.2.3. none of the Company Parties has other obligations, except as expressly stated in this Agreement.
3.3. Important additional details regarding the Tokens, the Services, and the Platform are provided in the White Paper.
§2. No Rights Created by the Tokens
3.4. Ownership of the Tokens carries no rights, express or implied, other than the right to use the Tokens as specified in Article 3.1. In particular, the Tokens:
3.4.1. do not provide Buyer with rights of any form with respect to any of the Company Parties or its revenues or assets, including any voting, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights;
3.4.2. do not represent a loan to any of the Company Parties;
3.4.3. do not provide Buyer with any ownership or other interest in any of Company Parties.
3.5. Acquisition of the Tokens from Company does not present an exchange of payment (Cryptocurrencies or Fiat Currencies) for any form of shares in any of Company Parties or the Intellectual Property.
3.5.1. For the avoidance of doubt and irrespective of the provisions of the White Paper, Buyer is not entitled to any guaranteed form of dividends, revenue distributions, and/or voting rights.
3.6. For the purpose of this Agreement, the Tokens shall be viewed as software with cryptographic elements that is sold out as a utility appliance for the Platform.
§3. Not for Investment Purposes
3.7. Although the Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. The Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded in any jurisdiction where they are prohibited by applicable laws.
3.8. The Tokens may be exchangeable on cryptographic token exchanges. However, none of Company Parties give warranties or representations that the Tokens will be exchangeable on such exchanges.
3.9. This Agreement does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction.
§4. Funds Collected through the TokenSale
3.10. Funds collected through the Token Sale will be utilized by Company and other Company Parties in their sole discretion according to the plan specified in the White Paper.
§5. Possibility of Change to Functionality of Tokens
3.11. The Company Parties are in the process of undertaking a legal and regulatory analysis of the functionality of the Tokens. Following the conclusion of this analysis, the Company Parties may decide to amend the intended functionality of the Tokens in order to ensure compliance with any legal or regulatory requirements to which the Tokens are subject. The Company Parties shall publish a notice on Website of any changes to the functionality of Tokens.
3.12. It is the responsibility of the Buyer to check any and all changes related to the aforementioned.
§1. General Provisions
4.1. By sending the payment for the Tokens, Buyer acknowledges that he understands and has no objection to these procedures and material specifications. Failure to follow such procedures may result in Buyer not receiving any Tokens.
4.2. Buyer's purchase of the Tokens from Company during the Token Sale period is final, and there are no refunds or cancellations except as provided in the binding legal documentation published on the Website or may be required by applicable law or regulation. This does not apply if Buyer was not eligible to purchase tokens in the first place.
4.3. Company reserves the right to refuse or reject the offers on acquisition of the Tokens at any time at Company's sole discretion, including cases when the information provided by Buyer (Invitee) upon any requests is not sufficient, inaccurate or misleading, Buyer (Invitee) is deemed to be a Restricted Person, or Buyer (Invitee) has not complied with any of the requirements of the Web Application.
4.3.1. To the extent that Company refuses or rejects the offers on acquisition of the Tokens, Company will exercise reasonable endeavors to procure that the transferred payment is refunded to the Buyer (Invitee) in the amount defined in accordance with this document and an agreement with the escrow agent. However, Company does not warrant, represent or offer any assurances that Company will successfully be able to recover and/or return any such transfers.
4.4. At any time prior to the expiration of the Token Sale, Company may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale shall be deemed to commence from the moment that Company publishes a notice to that effect on the Website.
4.5. Buyer shall provide an accurate digital wallet address to Company for receipt of any Tokens distributed to Buyer pursuant to this Agreement.
4.6.1. The Tokens are not being offered or distributed to, as well as can not be resold or otherwise alienated by their holders to the following restricted persons ("Restricted Persons"):
126.96.36.199. citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in the United States of America (including its states and the district of Columbia), Puerto Rico, the Virgin Islands of the United States, or any other possessions of the United States of America (exceptions may apply as set out in 4.6.2.);
188.8.131.52. citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective.
4.6.2. Notwithstanding the above rules set out in 4.6.1. the eligibility shall be further determined as follows.
184.108.40.206. In order to be eligible to participate in the Company’s token sale, Buyer must have an Ethereum wallet that supports the ERC-20 standard in order to receive any Tokens purchased from Company (the “Token Receipt Address”). Company reserves the right to prescribe additional guidance regarding specific wallet requirements.
220.127.116.11. In order to be eligible to participate in the Company’s Token sale, Buyer must be eighteen (18) years of age.
18.104.22.168. In order to be eligible to participate in the Company’s Token sale, Buyer must also enter all required personal information in the purchase flow and thereafter, including name, date of birth, address, etc and provide any requested identity verification documents requested by the Company in order to satisfy their “know your customer” requirements within twelve (12) months of the Buyer’s contribution.
22.214.171.124. You are not eligible and you are not to purchase any Tokens, unless you are an "Accredited Investor" as that term is defined in the Securities Act of 1933, if you are a green card holder of the United States or a citizen or resident (tax or otherwise) of the United States of America, or other U.S. Person. "U.S. Person" is generally defined as a natural person, residing in the United States, including American Samoa, Guam, Northern Mariana Islands, Puerto Rico, U.S. Virgin Islands, or any entity organized or incorporated under the laws of the United States. U.S. citizens living abroad may also be deemed "U.S. Persons" under certain rules.
4.7. The Restricted Persons are strictly prohibited and restricted from purchasing and using the Tokens and Company Parties are not soliciting purchases and usage by Restricted Persons in any way.
4.8. It is solely Buyer's obligation to verify at the time of making payment for the Tokens:
4.8.1. Whether or not Buyer or a person he represents is a Restricted Person;
4.8.2. whether or not Buyer is allowed to purchase the Tokens under the applicable laws and regulations; and
4.8.3. whether or not Buyer is allowed by applicable laws and regulations to use the Tokens in the manner specified on the Website.
4.9. If a Restricted Person purchases the Tokens, such Restricted Person has done so on an unlawful, unauthorized and fraudulent basis. In such a case, any transactions and operations entered into by the Restricted Person in respect of the Tokens shall be null and void.
4.10. None of the Company Parties shall be bound by a transaction or an operation specified in Article 4.9 ,and respective Company Party may, in its sole discretion:
4.10.1. take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations specified above;
4.10.2. Notify the relevant authorities on the transaction or the operation in question; and
4.10.3. 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 refund to the payer of the funds in accordance with the applicable legislation and provisions of this Agreement.
4.11. Any Restricted Person purchasing the Tokens shall be solely liable for Damages caused to Company Parties and shall indemnify, defend and hold harmless Company Parties from any Damages, losses, and expenses incurred by Company Parties that arise from or are the result of such Restricted Person’s purchase of the Tokens.
4.12. Company neither offer or distribute the Tokens nor carry on a business (activity) in any regulated activity in countries and territories where transactions in respect of, or with use of, digital tokens fall under the restrictive regulations or require from Company to be registered or licensed with any applicable governmental authorities.
5. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
5.1. Buyer acknowledges and agrees that there are risks associated with purchasing the Tokens, holding the Tokens, and using the Tokens for receiving the Services. By sending the payment for the Tokens, Buyer expressly acknowledges and assumes these risks.
6. SECURITY OF BUYER'S TOKENS
6.1. Buyer shall implement reasonable measures for securing the wallet, vault or other storage mechanism utilized to receive and hold the purchased Tokens.
6.2. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s Tokens and/or access to Buyer’s account. Company Parties are under no obligation to recover any Tokens and are not liable for such loss of Buyer's Tokens.
7. KNOW-YOUR-CUSTOMER AND ANTI-MONEY LAUNDERING
7.1. Company reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on Buyers(Invitees) if deemed necessary or it becomes required by the applicable laws.
7.2. Upon any Company Party’s request, Buyer shall immediately provide to respective Company Party information and documents that such Company Party, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Company may, in its sole discretion, refuse to distribute Tokens to Buyer (Invitee) until these requests are fulfilled.
7.3. Company reserves the right to refuse or reject the offer on acquisition of the Tokens from Buyer (Invitee) that, according to the information available to Company Parties, is suspected in receiving the funds used for the Token purchase or in using the Tokens or the Platform, with the aim of money laundering, terrorism financing, or any other illegal activity. In addition, Company has the right to use any possible efforts for preventing the money laundering and terrorism financing, including blocking of Buyer's (Invitee’s) Ethereum ERC20 Wallet, disclosing any information about such Buyer (Invitee) to the state authorities on their request, etc.
7.4. All payments by Buyer (Invitee) under this document shall be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force, and is not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
7.5. With respect to the aforementioned “Know Your Customer” and “Anti-Money Laundering” provisions of this agreement, Company undertakes to ensure knowing its customers by obtaining satisfactory evidence of their identity and having effective procedures to verify the authenticity of the information furnished by new customers; to ensure that its business is conducted in conformity with high ethical standards, that laws and regulations are adhered to, and that service is not provided where there is good reason to believe that transactions are associated with money laundering activities. Company will cooperate fully with law enforcement agencies by, among others, taking appropriate measures allowed by law if there are reasonable grounds for suspecting money laundering. Company will adopt policies consistent with the principles set out in this agreement, and ensure that its staff, wherever located, are informed of these policies and adequately trained in matters covered herein. Company will implement specific procedures for customer identification, record keeping and retention of transaction documents and reporting of covered and suspicious transactions.
8. BUYER'S RESPONSIBILITY FOR TAXES
8.1. The purchase price that Buyer pays for the Tokens is exclusive of all applicable taxes. Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the Tokens.
8.2. Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes arising from the purchase of the Tokens to the appropriate tax authorities.
8.3. None of Company Parties bear liability or responsibility with respect to any tax consequences to Buyer arising from the purchase of the Tokens.
9. REPRESENTATIONS AND WARRANTIES
§1.Buyer's Representations and Warranties
9.1. By sending the payment for the Tokens, Buyer represents and warrants to each of the Company Parties that each of the following representations and warranties is true, accurate and not misleading on the date when such sending has occurred and on the date of conclusion of this Agreement:
(A) Buyer's Awareness of Transaction,Technology, and Risks
9.1.3. Buyer has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand this Agreement and to appreciate the risks and implications of purchasing the Tokens.
9.1.4. Buyer has obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens.
9.1.5. Buyer understands that the value of the Tokens over time may experience extreme volatility or depreciate in full.
(B) Authority to Enter into Agreement (Notwithstanding the criteria of eligibility set out in 4.6.1. - 4.6.2. of this Agreement)
9.1.6. Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase the Tokens, and to carry out and perform his obligations under this Agreement.
9.1.7. If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase the Tokens.
9.1.8. If a legal entity, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business. The person purchasing the Tokens on behalf of the legal entity is duly authorized to accept this Agreement on such entity’s behalf and that such entity will be responsible for breach of this Agreement.
(C) Buyeris not a Restricted Person
9.1.9. Buyer is not a Restricted Person.
(D) Compliance with Applicable Laws and Regulations
9.1.10. The entering into and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
(i) Any provision of Buyer’s constituent documents, if applicable;
(ii) Any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject;
(iii) Any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound;
(iv) Any foreign exchange, anti-money laundering or regulatory restrictions applicable to purchase of the Tokens; or (v) Any laws, regulations or rules applicable to Buyer.
9.1.11. Buyer will comply with any applicable tax obligations in Buyer's jurisdiction arising from the respective purchase of the Tokens. Notwithstanding the above, Company is not obliged to follow up on the obligations related to paying taxes from the respective purchase of the Tokens.
9.1.12. Buyer will comply with all applicable anti-money laundering and counter-terrorism financing requirements.
9.1.13. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.
(E) Purposeof Purchasing Tokens
9.1.14. Buyer agrees and certifies that the Buyer is acquiring the Tokens for its own personal use and utility, to participate in the Platform and not for investment or financial purposes.
(F) Legal Source of the Funds used for the Purchase
9.1.15. The funds, including any digital assets, fiat currency, virtual currency or Cryptocurrency, Buyer uses to purchase the Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
9.2. Buyer agrees that if their country of residence or other circumstances change such that any of the representations and warranties specified in Article 9.1 are no longer accurate, that Buyer will immediately cease using the Platform.
§2. No Company Parties' Representations and Warranties
9.3. Buyer hereby acknowledges and agrees that the Tokens are sold on an "as is", "as available" and "with all faults" basis and Buyer purchases the Tokens exclusively at his own risk without any express or implied representations and/or warranties of any kind by Company Parties.
9.4. Company and other Company Parties (if applicable) expressly disclaim all express and implied warranties and representations as to the Tokens and the Platform. None of the Company Parties make any representations or warranties ,express or implied.
9.5. Without limiting the above, none of the Company Parties represent or warrant that the process of payment of the Tokens or receiving the Tokens will be uninterrupted, error-free, free or shall remain free of viruses or other harmful components, or that the Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may lose the entire amount Buyer paid to Company.
10. LIMITATION OF LIABILITY
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
§1. Limitation of Company Parties' Liability
10.1. To the fullest extent permitted by applicable law:
10.1.1. in no event will any of Company Parties be liable for any Damages arising out of or in any way related to the sale or use of the Tokens, use of the Platform or otherwise related to this Agreement, regardless of the form of action, whether based in contract, tort (including simple negligence, whether active, passive or imputed), 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 Damages were foreseeable); and
10.1.2. in no event will the aggregate liability of the Company Parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to this Agreement or the use of or inability to use the Tokens or the Platform, exceed the amount you pay to Company for the Tokens.
10.2. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against any of the Company Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Company Party.
10.3. Company will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Company's reasonable control.
10.4. If applicable law does not allow all or any part of the above limitation of liability to apply to Buyer, the limitations will apply to Buyer only to the extent permitted by applicable law.
10.5. Buyer understands and agrees that it is Buyer's obligation to ensure compliance with any legislation relevant to his country of domicile concerning purchase and use of the Tokens and that Company Parties should not accept any liability for any illegal or unauthorized purchase or use of the Tokens.
§2. Indemnification for Losses Incurred by a Company Party
10.6. To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company Parties from and against any and all claims, demands, actions, Damages, losses, costs and expenses (including attorneys’ fees) incurred by a Company Party arising from or relating to:
10.6.1. Buyer's purchase or use of the Tokens or the Platform;
10.6.4. Any inaccuracy in any representation or warranty of Buyer;
10.6.5. Buyer's violation of any rights of any other person or entity; and/or
10.6.6. Any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
10.7. Company reserves the right to exercise sole control over the defense, at Buyer's expense, of any claim subject to indemnification under Article 10.6. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
§3. Force Majeure - Vis Major - Acts of God
10.8. Company Parties shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
10.9. If an event of force majeure occurs, the party injured hereto by the other’s inability to perform may elect to suspend this Agreement, in whole or part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
10.10. To the fullest extent permitted by applicable law, Buyer releases the Company Parties from responsibility, liability, claims, demands, and/or 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 disputes between Buyer and Company Parties and the acts or omissions of third parties.
Buyer expressly waives any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Buyer may know or suspect to exist in favor of Buyer at the time of agreeing to this release.
11. GOVERNING LAW AND DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
§1. Applicable Law
11.1. This Agreement will be governed by and construed and enforced in accordance with the laws of the United Kingdom, without regard to conflict of law rules or principles (whether of the English law or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
§2. Informal Dispute Resolution
11.2. Buyer and Company shall cooperate in good faith to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with it ("Disputes"). If the parties hereto are unable to resolve a Dispute within 90 days of notice of such Dispute being received by all parties hereto, such Dispute shall be finally settled in arbitration proceeding as stipulated in Articles 11.4-11.8.
§3. No Class Arbitrations, Class Actions or Representative Actions
11.3. Any Dispute is personal to Buyer and Company 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 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 ofindividuals.
§4. Arbitration Proceedings
11.4. Any Dispute shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration in force on the date on which the arbitration is commenced, which Rules are deemed to be incorporated by reference into this Article.
11.5. The tribunal shall consist of three arbitrators. Each party hereto shall nominate one arbitrator. In the event that either of the two parties hereto fails to nominate an arbitrator within 30 days after the commencement of the arbitration proceedings, then the London Court of International Arbitration shall nominate an arbitrator on behalf of the party or parties hereto which have failed to nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the two party-nominated arbitrators within 30 days of the last of their appointments.
11.6. The seat of the arbitration shall be London, the United Kingdom. The language of the arbitration shall be English.
11.7. Any award of the tribunal shall be final and binding from the day it is made.
11.8. The parties hereto agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable.
12. TERMINATION OF AGREEMENT
12.1. This Agreement shall terminate upon the performance of all obligations of the parties hereof. In addition to the cases stated herein, Company reserves the right to terminate this Agreement at any time in its sole discretion, including in the event that Buyer breaches this Agreement.
12.2. Upon termination of this Agreement:
12.2.1. All of Buyer’s rights under this Agreement immediately terminate;
12.2.2. Buyer is not entitled to a refund of any amount paid, unless otherwise strictly provided herein.
§1. Entire Agreement
13.1. This Agreement together with the White Paper and other documents that might be published from time to time on the Website constitutes the entire agreement between Buyer and Company relating to purchase of the Tokens from Company.
13.2. To the extent this Agreement conflicts with the Website or any other document published from time to time on the Website (including but not limited to the White Paper), this Agreement prevails.
13.3. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Buyer and any of the Company Parties, whether written or verbal, regarding the subject matter of this Agreement.
13.4. Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement shall not be affected thereby.
§3. Amendments to Agreement
13.5. Company reserves the right to change, modify, add, or remove portions of this Agreement for any reason at any time during the Token Sale and afterwards by posting the amended Agreement on the Website. The revised version will be effective at the time Company posts it unless indicated otherwise.
§4. Assignment of Rights and Obligations
13.6. Company may assign Company's rights and obligations under this Agreement without Buyer's consent.
§5. No Company's Waiver of Rights
13.7. Company's failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision and will not limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
§6. Third Party Rights
13.8. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Buyer and Company and is not intended to confer third-party beneficiary rights upon any other person or entity.
13.9. All notices, requests, claims, demands and other communications concerning this Agreement ("Notices") that a Company Party provides to Buyer, including this Agreement, will be provided in electronic form by:
13.9.1. Posting a Notice on the Website; or
13.9.2. Sending an email to the email address associated with Buyer's account.
13.10. Notices provided by posting on the Website will be effective upon posting and Notices provided by email will be effective when a Company Party sends the email. It is Buyer's responsibility to keep his email address current. Buyer will be deemed to have received any email sent to the email address then associated with his account when a Company Party sends the email, whether or not Buyer actually receives or reads the email.
13.11. Notices that Buyer provides to a Company Party must be in the English language and delivered to the Company Party by email. Such Notices will be effective one business day after they are sent.
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