Token Purchase Agreement
Effective Date: April 1, 2018
Last Updated: April 24, 2018
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.
GONETRIPPIN, INC., a company registered in Delaware with the company registration number 6758633 and registered office at 920 W. Washington Street, Suite 212, Hagerstown, MD 21740, U.S.A. ( hereinafter also referred to as "Company").
HEREBY INVITES everyone who (i) wants to participate in the Gonetrippin ICO campaign and (ii) is not a Restricted Person (as defined below) ("Invitees" or "Participants") 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 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) Bitcoin (BTC) 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 this agreement
“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 this agreement.
“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 gonetrippin.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).
Welcome to GoneTrippin, Inc. THIS TOKEN PURCHASE AGREEMENT (“Agreement”) IS BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND GONETRIPPIN, INC. (together with its affiliates, “Company”) GOVERNING YOUR PURCHASE OF GONETRIPPIN TOKENS (“GTS”) GENERATED AND DISBRITUBED BY GONETRIPPIN, INC. ON THE WEBSITE GONETRIPPIN.COM. By using the Company’s websites and applications and/or purchasing GTS, you consent to the terms, conditions and notices (“Terms”) described in this Agreement as it may be updated from time to time, at the Company’s sole discretion, with or without notice to You.
Acceptance and Scope of the Terms.
The purchase of GTS are offered to you conditioned on your acceptance without modification of the Terms contained here. If you do not agree to these Terms, do not purchase the GTS. Your purchase of GTS constitutes your agreement to all such Terms. Please read the Terms carefully, and keep a copy of them for your reference. You must be of legal age to enter into a binding agreement in order to accept the Terms. These Terms only apply to the purchase of GTS during the Initial Coin Offering or sale of the GTS (“ICO”).
Purpose of GTS.
GTS are blockchain-based ERC20 standard tokens designed for GoneTrippin users to obtain and exchange services from the Company and other GoneTrippin users (collectively, “Token Usage”).
Eligibility & Registration.
You must be at least 18 years of age and agree to these Term to purchase GTS. In order to be approved for the purchase of GTS, you must pass the Registration process, including but not limited to, passing the Know Your Customer (“KYC”) and providing all the requested information during registration. You must have an ERC20-compatible Ethereum wallet to purchase GTS. Once you are approved for purchasing GTS, a confirmation email will be sent to you to complete the purchase transaction compliant with these Terms.
Cancellation & Refunds.
Purchased GTS are NON-REFUNDABLE and CANNOT BE CANCELLED. If you are not approved for purchasing GTS and the Registration process does not complete, then the Registration and purchase fees minus transaction fees will be refunded. The Company reserves the right, in its sole discretion, to refuse or cancel GTS purchase requests at any time for any reason the Company deems necessary.
You agree that any transfer of GTS may be subject to transfer fees imposed by the Company from time to time. You agree that the Company may place limitations on the transferability of the GTS.
You are solely responsible for determining any taxes that apply to your purchase or receipt of GTS, including, but not limited to, sales, use, valued added and similar taxes. It is your responsibility to comply with any applicable tax obligations in your jurisdiction arising from your purchase of GTS, including but not limited to, withholding, collecting, reporting and remitting the correct taxes to the appropriate tax authorities. The Company is not responsible or liable for any taxes that apply to your purchase or receipt of GTS, including, but not limited to, withholding, collecting, reporting or remitting any sales, use, value added or similar tax.
You acknowledge and agree that there are risks associated with purchasing, owning and using GTS. You are aware that you may lose all amounts and fees paid to the Company during the purchasing of GTS. GTS may have no value after purchase. The purchase price and value of GTS may fluctuate at any time for any reason. By purchasing GTS, you expressly acknowledge and assume these risks and the following risks, as well as all other risks associated with GTS (including those not discussed herein), all of which could render GTS worthless or of little value:
- Purchasing GTS is at you sole risk and that GTS are each provided, used and acquired on an "AS IS" and on an "AS AVAILABLE" basis without representations, warranties, promises or guarantees whatsoever of any kind by the Company. You must rely on your own examination and investigation thereof.
- GTS have no rights, uses, purpose, attributes, functionalities or features, express or implied outside of GoneTrippin.
- GTS may not be usable on GoneTrippin and do not entitle you to anything with respect to GoneTrippin.
- There are no guarantees as to the price of GTS purchased by you and no guarantees that the price per GTS determined by the market will be equal to or higher. There is the possibility that the price per GTS may fall below the price paid by initial buyers of GTS during the initial distribution period. The Company reserves the right to change the duration of any timeframe for the distribution of the GTS, including, without limitation the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.
- Transactions may not be recorded in the last-closed ledger until the transaction has been ratified through the GoneTrippin consensus algorithm. Timing of ratification may occur at random times. For example, GTS transfers in a given open ledger may not be included in the next last-closed ledger, and may be included in the candidate set for the beginning of the consensus process on the next open ledger. As a result, the last-closed ledger may not include your transaction at the time you expect and you may not receive GTS on the same day you purchase the GTS.
- Transactions on the GoneTrippin Consensus Ledger may be delayed or lost due to operational error or malicious attacks by third parties. You acknowledge and understand that the last-closed ledge may not include your transaction when you want or expect and that your transaction may be excluded or discarded entirely.
- You may never receive GTS and may lose the entire amount you paid to the Company for such GTS as a result of interruptions and operational errors in the process of purchasing or receiving the GTS.
- You may be unable to sell or otherwise transact in GTS at any time, or for the price you paid due to (a) diminution in value of the GTS; (b) lack of liquidity for the GTS; or (c) the Company imposing restrictions on the transferability of the GTS.
- GTS may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the GTS in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because GoneTrippin rests on open source software and GTS are based on open source software, there is the risk that GoneTrippin may contain intentional or unintentional bugs or weaknesses which may negatively affect GTS or result in the loss of your GTS, the loss of your ability to access or control your GTS or the loss of any other assets in your account. In the event of such a software bug or weakness, there may be no remedy and holders of GTS are not guaranteed any remedy, refund or compensation.
- GTS purchased by you may be held by you in a digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing GTS may result in loss of such GTS, access to your GTS balance or any balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your GTS. The Company is not responsible for any such loses.
- GoneTrippin and all of the matters set forth in the Whitepaper are new and untested. GoneTrippin might not be capable of completion, implementation or adoption. Even if the project is completed, implemented and adopted, it might not function as intended, and any GTS associated with a blockchain adopting the project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the GTS and the Project may become outdated.
- Even if completed, the GoneTrippin project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone's needs, all of might have a material adverse effect on the GoneTrippin project.
- Your failure to map a public key to your account may result in third parties being unable to recognize your GTS balance on the GoneTrippin Consensus Ledger.
- If you choose to maintain or hold GTS through a third party, your GTS may be lost or stolen. You hold GTS through a third party at your own sole risk.
- The GoneTrippin project is still under development and may undergo significant changes over time. The Company has the right, it its sole discretion, to change and modify the Whitepaper for any reason at any time without notice to you.
- The GoneTrippin Project may never be completed, the Project may not be completed initially proposed proposed by the Company, and in a different or modified form; a blockchain utilizing or adopting features of the Project may never be launched; and a blockchain may never be launched with or without changes to the project.
- The development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
- Even if the Project is finished, launched and adopted, the ongoing success of the Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.
- The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact GTS in various ways, including for example, through a determination that GTS are regulated financial instruments that require registration. The Company may cease the distribution of GTS, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
- The industry in which the Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of the Company or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject the Company to judgement, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company's reputation or lead to higher operational costs, which may in turn have a material adverse effect on the GTS of the development of the Project.
The Whitepaper and other materials regarding the sale and purchasing of GTS are hereby incorporated by reference. The Whitepaper may be amended from time to time at the sole discretion of the Company. The content of the Whitepaper is not binding for Company and is subject to change in line with ongoing research and development of the Platform. The legal relationship between Company and participants of the campaign is regulated according to this present Token Purchase Agreement.
Token Sale & Distribution.
The Company shall allocate and distribute GTS to you in a manner consistent with the Whitepaper. Procedures and other instruction for purchasing GTS will be provided on the Company website, GoneTrippin.com. You must follow the procedures set forth by the Company on the Website for purchasing GTS.
You must provide the Company an accurate digital wallet address (“Wallet”) and all the requested information to start the purchase registration process. Once the registration process has been completed and approved, you will receive your purchased GTS.
The Company reserves the right in its sole discretion to suspend or discontinue sales of GTS at any time for any reason.
You are solely responsible for implementing reasonable and appropriate measures for securing (i) any device associated with you and utilized in connection with your purchase of GTS; (ii) private keys to your Wallet or account; and (iii) any other username, passwords or other login or identifying credentials. You are solely responsible for securing access information to your Wallet or other wallet or vault you use to hold purchased GTS.
Notwithstanding any other provision of these Terms, the Company is not responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to (i) your failure to implement reasonable measures to secure your Wallet or any other wallet or vault you use to hold GTS or the relevant access information, (ii) the loss of, tampering with, circumventing or unauthorized use of any of the access information to your Wallet or any other wallet or vault you use to hold GTS, (iii) any security breach affecting the security of your Wallet or any other value or vault your use to hold GTS or (iv) the loss of GTS from your Wallet or any other wallet or vault you use to hold GTS. You acknowledge and understand that you may lose all of your GTS or access to your account in the even that you no longer are in possession of your private keys or any device associated with your account or are not able to provide your login or identifying credentials. The Company is under no obligation to recover any GTS and you acknowledge, understand and agree that all purchases of GTS are non-refundable and you shall not receive money or other compensation for any GTS purchased.
You are responsible to provide the Company information and documents at anytime upon request by the Company in the Company’s sole discretion or as the Company deems necessary or appropriate to comply with any laws, regulation, rules or agreement, including without limitation judicial process. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. You hereby consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. The Company may, in its sole discretion, refuse to distribute GTS to you until such requested information in provided.
Know-Your-Customer and Anti-Money-Laundering
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.
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.
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.
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.
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.
Allocation and Sale of GTS to Company Parties.
You consent to the participation of the Company’s past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of GTS, including people who may work on the development and implementation of the ICO or who may work for the Company’s future businesses that the Company may establish with a portion of the proceeds from the sales of GTS.
Sources and Uses of Funds.
You shall not use the GTS to finance, engage in, or otherwise support any unlawful activities. All payments by you under this Agreement shall be made only in your 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” with the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time. To the extent required by applicable law, you shall comply with all anti-money laundering and counter-terrorism financing requirements.
No Other Rights Created.
The purchase of GTS: (i) shall not provide you with right of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (ii) shall not be deemed to be a loan to the Company; and (iii) shall not provide you with any ownership or other interest in the Company.
The Company shall retain all right, title and interest in all of the Company’s intellectual property, including, but not limited to, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You shall not use any of the Company’s intellectual property for any reason without the Company’s prior written consent.
Representations and Warranties.
You represent and warrant to the Company that as of the Effective Date above:
- You have sufficient technical understanding of cryptographic tokens (including GTS and Ether), ERC20 tokens and Ethereum network, distributed networks token storage mechanisms (including your Wallet), and blockchain technology in general to understand these Terms and to appreciate the risks and implications of purchasing GTS;
- You have read and understand the these Terms;
- You have obtained sufficient information about GTS to make an informed decision to purchase GTS;
- You understand, acknowledge and assume the restrictions and risks associated with the purchase, holding and use of GTS as set forth herein.
- You understand that GTS are intended to be used only in connection with Token Usage, and may not confer rights from any form with respect to the Company or its affiliates, including, but not limited to, any ownership, voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property, or other financial of legal rights;
- You are purchasing GTS solely for use in connection with Token Usage and are not purchasing GTS for any other purposes, including, but not limited to, any speculative or other financial purposes;
- You are at least 18 years old and of sufficient legal age and capacity to purchase GTS;
- You are purchasing GTS for your own investment, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and you have no present intention or selling, granting any participation in , or otherwise distributing the same.
- You understand and acknowledge that the Company is not registered with or licensed by any financial regulatory authority. According, no financial regulatory authority has passed upon the contents of these Terms or the merits of purchasing GTS, not have these Terms been filed with, or reviewed by, any financial regulatory authority;
- You understand that the Company does not and cannot guarantee that the GTS token will be listed on a cryptocurrency exchange at any time.
- You understand and acknowledge that the Company has the right, in its sole discretion, to change the type of currency the Company uses on its website GoneTrippin.com.
- You have provided complete and accurate registration information;
- Your purchase of GTS complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing GTS, using GTS, and entering into contracts with the Company, (ii) any foreign exchange or regulatory or import/export restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
- You hereby certify that you are not (i) a citizen or resident of a geographic area in which purchase, holding or use of GTS or similar tokens is prohibited by applicable law, decree, regulation, treaty or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. You hereby represent and agree that if your country of residence or other circumstances change such that the above representations are not longer accurate, you will immediately notify the Company and cease using GTS. You agree that you will not knowingly sell or otherwise transfer GTS to a party subject to U.S. or other applicable sanctions;
- If you are purchasing GTS on behalf of an entity, (i) you are authorized to accept these Terms and to act on such entity’s behalf, (ii) such entity will be responsible for breach of these Terms by you or
- Any other employee or agent of such entity, and (iii) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
- You will not use GTS or the GoneTrippin platform in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of GTS or the GoneTrippin platform in connection with transactions that violate U.S. federal or state securities or commodity laws;
- You will at all times maintain control of your Wallet, and you will not share or disclose the account credentials associated with you Wallet with any other party. If you transfer GTS from your Wallet into another wallet or vault, you will likewise at all times maintain control of such other wallet or vault, and you will not share or disclose the account credentials associated with such other wallet or vault with any other party;
- You understand and acknowledge that title to, and risk of loss of, GTS you purchase from the Company passes from the Company to you in the United States.
- You had have an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of offering of the GTS with the Company’s management and have had an opportunity to review the Company’s facilities.
- The execution, delivery 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 your organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which you are 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 you are a party or by which it is bound; or (iv) any laws, regulations or rules applicable to you.
- The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than you.
- You understands that no public market now exists for the GTS, and that the Company has made no assurances that a public market will ever exist for the GTS.
- You understands that GTS may be notated with one or all of the following legends: “THE GTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” Any legend required by the securities laws of any state to the extent such laws are applicable to GTS represented by the certificate, instrument, or book entry so legended.
- If you are a United States Person as defined by Section 7701(a)(30) of the Code, you are an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
- If you are not a United States person (as defined by Section 7701(a)(30) of the Code, a “Non-U.S. Person”), you hereby represent that you have satisfied yourself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for GTS or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of GTS, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of GTS. Your subscription and payment for and continued beneficial ownership of GTS will not violate any applicable securities or other laws of your jurisdiction. If you are a Non-U.S. Person, you represent, warrant and undertake that neither you, your affiliates (as defined in Regulation 501 under the Securities Act), nor any persons acting on you or your behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to this Agreement and GTS.
- No General Solicitation. Neither you, nor any of your officers, directors, employees, agents, stockholders or partners have either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of GTS.
- You acknowledge that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company.
- You are not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Purchase Event”), and there is no proceeding or investigation pending or, to your knowledge, threatened by any governmental authority, that would reasonably be expected to become the basis for a Purchase Event.
- You have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your purchase of GTS, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of GTS, and liability to the Company Parties and others for your acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. You have obtained sufficient information in order to make an informed decision to purchase GTS.
- The funds, including any fiat, virtual currency or cryptocurrency, you use to purchase GTS are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing. To the extent required by applicable law, you have complied with all anti-money laundering and counter- terrorism financing requirements.
- You understand that GTS have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of your representations as expressed herein. You understand that GTS may be construed as “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, you must hold GTS indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. You acknowledge that the Company has no obligation to register or qualify GTS for resale. You further acknowledge that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for GTS, and on requirements relating to the Company which are outside of your control, and which the Company is under no obligation and may not be able to satisfy.
- Neither you, nor any person having a direct or indirect beneficial interest in you or GTS being acquired by you, or any person for whom you are acting as agent or nominee in connection with GTS, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
Limitation of Liability.
To the fullest extent permitted by applicable law, you disclaim any right or cause of action against the Company of any kind in any jurisdiction that would give rise to any damages whatsoever, on the part of the Company. In no event will the Company or any of the Company Parties be liable to you for any type of damages or loss of profits, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including, but not limited to, damages for 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 GTS 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 and notwithstanding the extent to which the Company has been advised of the possibility of such damages and regardless of whether such loss were foreseeable). You agree not to seek any refund, compensation or reimbursement from the Company or and of the Company Parties, regardless of the reason, and regardless of whether the reason is identified in this Agreement. The Company is not and shall not be responsible for or liable for the market value of GTS, the transferability or liquidity of GTS or the availability of any market for GTS through third parties or otherwise. Under no circumstances shall the aggregate joint liability of the Company and the Company Parties, whether in contract, warrant, tort or other theory, for damages to you under this Agreement exceed the amount you pay to the Company for GTS.
You understand and agree that the Company shall not be liable and disclaims all liability to you in connection with any force majeure event, including but not limited to, labor 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.
To the fullest extent permitted by applicable law, you release the Company and the Company Parties from responsibility, liability, claims, demands, 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 you and the acts or omissions of third parties. You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release (including similar laws in other applicable jurisdictions) to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless and reimburse the Company and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against any and all actions, proceedings, claims, damages, demands, actions, losses, costs and expenses (including without limitation fees and attorney expenses), that arise from or relate to: (i) your purchase or use of GTS; (ii) you responsibilities or obligations under this Agreement; (iii) your breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of you; (v) any infringement or violation by you of any rights of, or laws or regulations applicable to, any other person or entity; or (vi) any act or omission of yours that is negligent, unlawful or constitutes willful misconduct.
The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, GTS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO GTS, INCLUDING WITHOUT LIMITATION, THEIR UTILITY AND THE ABILITY OF ANYONE TO PURCHASE OR USE GTS, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE PROCESS OF PURCHASING OR RECEIVING GTS WILL BE RELIABLE, CURRENT, ERROR-FREE, UNINTERRUPTED, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN GTS WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT GTS OR THE DELIVERY MECHANISM FOR GTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Acknowledgements and Consents.
You acknowledge and understand that you have read in full and understands this Agreement and the terms and conditions to which you are bound.
You acknowledge and understand that you have read and understand the Whitepaper.
Terms of Purchase.
You acknowledge and understand that you have read, understand and agree to the Terms of Purchase. By purchasing GTS, you acknowledge, understand the procedure set forth on the Website for purchasing GTS. You acknowledge and understand that: (a) failure to use the Website and such procedures will results in your failure to receive GTS and (b) you will lose some or all of the amounts paid for GTS and © the receipt or purchase of GTS through any other means is not sanctioned or agreed to in any way by the Company.
You acknowledge and understand that the proceeds from the sale of GTS may be utilized by Company in its sole discretion, as described in the Whitepaper.
You acknowledge and understand that any transactions in GTS may be subject to transaction fees, which may vary from time to time.
You acknowledge and understand that: (a) the sale of GTS and GTS themselves are not investments, currencies, securities, commodities, swaps on a currency, security or commodity, or a financial asset or instrument of any kind; (b) purchases and sales of GTS are not subject to the protections of any laws governing those types of financial instruments; and © this Agreement and all other documents referred to in this Agreement, including the Whitepaper, do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a currency, a security, commodity, or a swap on either a security or commodity or a financial asset or instrument of any kind.
Dispute Resolution & Arbitration.
You and the Company shall cooperate in good faith ro resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”) If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in the section below.
Any Dispute not resolved within 90 days as set forth in the section above shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by the Company. The seat, or legal place, of arbitration shall be the London Court of International Arbitration, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. You and the Company shall be responsible for their respective attorneys’ fees and expenses.
Any dispute arising out of or related to this Agreement is personal to you and the Company and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Governing Law and Venue.
This Agreement shall be governed by and construed and enforced in accordance with English law, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
You shall not assign this Agreement without the prior written consent of the Company. Any assignment or transfer in violation of this Section shall be null and void. The Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, shall be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
This Agreement constitutes the entire agreement between you and the Company relating to your purchase of GTS and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between you and the Company with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by the Company about GTS or the Project.
If any term of this Agreement is determined by a court of competent jurisdiction to be unlawful, void or unenforceable for any reason, the term shall be modified to make it valid and, will not affect the validity or enforceability of any remaining part of that term, or any other terms of this Agreement.
Modification of Agreement.
The Company has the right to modify this Agreement at any time in its sole discretion by posting a revised version on the Website, available at [Insert Web address]. The modified Agreement shall become effective upon posting. It is your responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
Termination of Agreement & Survival.
This Agreement shall terminate upon the completion of all sales in the GTS Distribution. The Company reserves the right to terminate this Agreement, in its sole discretion, in the event that you breach this Agreement. Upon termination of this Agreement: (a) all of your rights under this Agreement immediately terminate; (b) you are not entitled to a refund of any amount paid.
The failure by the Company to exercise or enforce any right or provision of this Agreement shall not constitute a present or future waiver of such right or provision, nor limit Company’s right to enforce such right or provision at a later time. All waivers by the Company must be unequivocal and in writing to be effective. The 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 our reasonable control. The Company may assign its rights and obligations under this Agreement and its Terms.
No Partnership; No Agency; No Third Party Beneficiaries.
Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement shall not create any third party beneficiary rights in any person.
You agree and acknowledge that all agreements, notices, disclosures and other communications that the Company provides you pursuant to this Agreement or in connection with or related to you purchase of GTS, including this Agreement, may be provided by the Company, in its sole discretion, to you, in electronic form.