Token Sale Terms & Conditions

SCHEDULE 1

Token Sale Terms

PLEASE READ THESE TOKEN SALE TERMS AND CONDITIONS CAREFULLY.

PLEASE TAKE INDEPENDENT LEGAL ADVICE BEFORE ACCEPTING THESE TERMS AND CONDITIONS OR PARTICIPATING IN THE BUFF TOKEN SALE.

NOTE THAT THE “DISPUTE RESOLUTION AND ARBITRATION” SECTION BELOW CONTAINS BINDING ARBITRATION PROVISIONS AND A CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS.

NOTE THAT YOU ARE WAIVING YOUR RIGHTS AND CLAIMS, AND INDEMNIFYING, BUFF TECHNOLOGIES LIMITED IN THESE TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT PURCHASE BUFF TOKENS.

BUFF TECHNOLOGIES LIMITED (a company incorporated as a private limited liability company under the laws of Gibraltar with registration number 117320 and having its registered office situated at 57/63 Line Wall Road, Gibraltar; hereinafter referred to as the “Company”, “COMPANY”, “We”, “we”, “WE”, “Us”, “us”, “US”, “Our”, “our” or “OUR”).

TERMS OF SUBSCRIPTION FOR AND PURCHASE OF TOKENS TO BE ISSUED BY THE COMPANY

These terms and conditions relating to the sale and purchase of tokens to be issued by the Company during the Token Generation Event (the “Token Sale Terms” or “Terms”) apply to each Purchaser (also referred to in the Terms as “YOU”, “You”, “you”, “Your”, “your” or “YOUR”). You agree to be bound by these Terms. If you have any questions regarding the Agreement (including these Terms), please contact us at [email protected]

You and the Company hereby agree as follows:

Definitions

1. In these Terms, save as otherwise defined, capitalised terms shall have the meaning respectively ascribed to them in (i) the Agreement to which these Terms appear as a schedule; and in (ii) the Legal Considerations, Risks and Disclaimer. Unless the context requires the following capitalised terms shall have the following meaning:“Claim” shall include any claim (whether present, future, actual or contingent and of whatsoever nature and howsoever arising, and arising out of or in connection with any act, matter, cause or thing (including claims for or relating to any payment or repayment of monies, indemnity, security or provisions of goods or services)), action, proceeding, demand or judgement of whatsoever nature or howsoever arising;“Financial Instruments” shall include the meaning ascribed to it in the Financial Services (Markets in Financial Instruments) Act of Gibraltar or any other relevant legislation in Gibraltar (and “financial instrument” shall be construed accordingly); and the terms “financial instrument” and “financial instruments” shall have the broadest possible interpretation as these terms might be interpreted under the laws of other jurisdictions which are analogous or similar to the laws which regulate “Financial Instruments” or otherwise;“Losses” shall include any and all liabilities, costs, expenses, damages, fines, impositions or losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of earnings, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses and any associated value added tax) of whatsoever nature and/or judgement sums (including interest thereon);

   “Refund Address” shall mean the wallet address (if different from the Token Receipt Address) that you provide to the Company to which any refund of the Consideration will be made by the Company in accordance with these Terms;

   “Securities” shall include the meanings ascribed to in the Financial Services (Markets in Financial Instruments) Act of Gibraltar (as awarded from time to time); in the Financial Services (Investment and Fiduciary Services) Act of Gibraltar; the Prospectuses Act of Gibraltar or any other relevant legislation in Gibraltar (and “security” shall be construed accordingly); and the terms “security” and “securities” shall have the broadest possible interpretation as these terms might be interpreted under the laws of other jurisdictions which are analogous or similar to the laws which regulate “Securities” or otherwise; and

   “Token Receipt Address” shall mean the address which you provide to the Company that relates to your cryptocurrency wallet in order to receive the Committed Amount of Tokens.

2. Unless otherwise stated herein, these Terms only govern your purchase of Tokens from the Company during the Sale Period.

3. Any potential future use of Tokens in connection with the provision or receipt of Services (as defined below) will be governed by other applicable terms and policies (collectively, the “Service Terms and Policies”). The Service Terms and Policies will be made available on the Website following the Token Generation Event. Your use of the Tokens shall be subject to the Service Terms and Policies. We may revise and/or update the Service Terms and Policies from time to time at our sole and absolute discretion. In the event of any conflict between these Terms and the Service Terms and Policies, the Service Terms and Policies shall prevail.

Intended Purpose and Use of Tokens

4. The intended purpose of the Tokens is to facilitate the payment for the provision and receipt of data, goods and/or services on the Platform (collectively, the “Services”) which Services are more particularly set out in the White Paper, which will be published and updated by the Company from time to time and which you will be able to find on the Website. Important information about the Services, the Token and the Token Sale and procedures and specifications are provided in the White Paper, including in particular certain legal considerations, risks and disclosures. You hereby agree that you have read the White Paper that can be found on the Website and have understood its contents in its entirety. You hereby also confirm that you have taken independent legal advice before accepting the Agreement (including these Terms). The Services will be provided through an online software platform described in the White Paper (the “Platform”) that is currently at an advanced stage but is still under development by the Company or an Affiliate thereof. More specifically, Tokens are intended to facilitate the provision of the Services to the users of the Platform and will constitute proof of prepayment for the Services.

5. The purchase, ownership, receipt, transmission or possession of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction within the Platform. The Terms shall not and cannot be considered as an invitation to enter into an investment or purchase any Security, security or financial instrument. The Terms do not constitute or relate in any way, nor should they be considered, as an offering of Securities, securities or financial instruments. The Terms do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. Tokens are intended to serve as a functional utility and a means of payment within the Platform only and are not intended to be used as an investment. Further, you must note that Tokens do not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue shares or voting rights or intellectual property rights in the Company or any affiliate thereof. Acquiring Tokens shall not grant any right or influence over the Company’s (or of any Affiliate thereof) organisation and governance to you, other than rights relating to the potential future provision and receipt of Services, subject to the limitations and conditions contained in these Terms and in the Service Terms and Policies. The Company does not and will not have any responsibility or liability for the operation or maintenance of the Platform or for any ability to control third parties’ use of the Platform. The Tokens are not intended to be a representation of money (including electronic money), Security, security, commodity, financial instrument, bond, debt instrument or any other kind of financial instrument or investment. Protections offered by the applicable law in relation to the purchase and sale of the aforementioned financial instruments and/or investments do not apply to the purchase and sale of Tokens and neither this Agreement (including these Terms), nor the White Paper nor the Website on any information available on or via the Website constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument. Tokens should not be acquired in any case or circumstance for speculative or investment purposes with the expectation of making a profit on immediate resale, future resale or otherwise.

6. The Company, or an Affiliate thereof, will use reasonable endeavours to launch its operations and develop the Platform. Any person agreeing, covenanting or undertaking to acquire Tokens acknowledges and understands that neither the Company nor any Affiliate thereof provides any guarantee that it will establish an operative Platform or provide the Services and therefore it cannot guarantee that the Tokens can be used to purchase or access goods or Services on the Platform. You acknowledge and understand therefore that neither the Company nor any Affiliate thereof assumes any liability or responsibility whatsoever or howsoever arising for any loss or damage that would result from or relate to the incapacity or inability to use Tokens in whole or in part or for their intended function.

7. Tokens do not constitute the provision of any goods and/or services (including the Services) as at the date of the Agreement.

Cancellation; Refusal of Purchase Requests

8. Your legally binding agreement commitment to purchase Tokens from us is final, and there are no refunds or cancellations except as may be required by applicable law or regulation, if any. We reserve the right to refuse or cancel Token purchase requests at any time prior to the Token Generation Event in our sole and absolute discretion. In such an event the Consideration paid by you shall be rejected or refunded to the Refund Address.

9. At any time prior to satisfaction of a Completion Condition, the Company may either temporarily suspend or permanently abort the sale of Tokens and/or the Token Generation Event. During any period of suspension or in the event that the sale of Tokens and/or the Token Generation Event is suspended or aborted, Tokens will not be available for purchase and any funds or form of cryptocurrency sent by you to the Company for the purposes of acquiring Tokens shall be returned to you in due course by the Company. The Company may use all or part of your Consideration prior to the suspension or permanent termination of the sale of Tokens and/or the Token Generation Event and therefore either none or only a portion of your Consideration may be returned to you in the circumstances provided by clauses 13 and 17. Without prejudice to any of the foregoing, the Company will consider whether to return all of part of the Consideration in the event that the Minimum Cap is not reached prior to the Token Generation Event.

Title and Risk

10. No title (legal or beneficial) or any ownership or other rights title and/or interests of any nature whatsoever or howsoever arising (including those capable of being imposed by way of implied, resulting, constructive or other trust) relating to any Tokens shall transferred to or conferred on you until the moment that the Committed Amount of Tokens are recorded as credited in your cryptocurrency wallet (the “Transfer Event”). Risk to the Committed Amount of Tokens shall pass to you on the Transfer Event. The Committed Amount of Tokens shall only belong to you following the Transfer Event.

Token Generation Event Procedures and Specifications

11. Important information about the procedures and material specifications of the Company’s Token Generation Event is provided on the Website including but not limited to details regarding the timing and pricing of the Token Generation Event, the amount of Tokens we will sell, and our anticipated use of the Token Generation Event proceeds. By agreeing to purchase Tokens, you acknowledge and accept that you have read, understood and have no objection to these procedures and material specifications.

Acknowledgment and Assumption of Risks

12. YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING TOKENS, HOLDING TOKENS, SELLING TOKENS AND USING TOKENS FOR PROVIDING OR RECEIVING SERVICES. YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DISCLOSED AND EXPLAINED HEREAFTER BEFORE DECIDING TO PURCHASE THE TOKENS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD RESULT IN YOU LOSING ALL OR PART OF YOUR CONSIDERATION (AS DEFINED IN THE PRIVATE TOKEN PURCHASE COMMITMENT FORM). IF YOU HAVE ANY QUESTIONS REGARDING THESE RISKS, PLEASE CONTACT US AT [email protected]. BY PURCHASING TOKENS, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS.

Risks Relating to Purchase, Sale, Holding and Use of Tokens

13. Important Note: As set out in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this section is intended to form the basis for any investment decision, and no specific recommendations are made or intended. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in these Terms, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.

14. By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:

Risk of Losing Access to Tokens Due to Loss of Private Key(s)

A private key, or a combination of private keys or a backup passphrase, is usually necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) or a backup passphrase associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s) or backup passphrase, including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Neither the Company nor its Affiliates shall be responsible for any such losses.

Risks Associated with the Ethereum Protocol

Because Tokens and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Ethereum protocol by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol. Amongst other things, upgrades to the Ethereum protocol, a hard fork in the Ethereum protocol or a change in how transactions are confirmed on the Ethereum protocol may have unintended adverse effects on Tokens.

Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Ethereum blockchain, including, but not limited to, double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Ethereum protocol and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.

Risk of Hacking and Security Weaknesses

Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Ethereum protocol, the Platform or the Tokens 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 the Ethereum protocol is based on open-source software, there is a risk that a third party may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ethereum protocol, which could negatively affect the Ethereum protocol, the Platform and the Tokens or result in the loss of your Tokens or the loss of your ability to access or control your Tokens.

Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer any recourse to you.

Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the Tokens. Regulatory actions could negatively impact the Platform and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. The Company may cease operations in a jurisdiction in the event that 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.

Legal and Regulatory Factors Relating to the Company’s Business Model Might Present Barriers to Success

The Platform will operate in a new and developing legal environment. There is no established body of law or court decisions concerning blockchain and smart contracts, and the law regarding token sales and cryptocurrencies is developing. As a result, it is possible that there could be legal disputes over the interpretation of smart contracts used in connection with the Ethereum protocol, thus undermining the functionality of the Platform and Tokens. To the extent licenses or other authorizations are required in one or more jurisdictions in which the Company or any of its Affiliates operates or will operate, there is no guarantee that the Company and/or the Company’s Affiliates will be granted such licenses or authorizations. The Company and/or the Company’s Affiliates may need to change their business model to comply with these licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact the Company, its Affiliates, the Platform and/or the sale purchase holding or use of the Tokens.

Risks of Government and Private Actions

The cryptocurrency market 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 Company and/or of its Affiliates, or enact regulations or pursue enforcement actions against the Company and/or of its Affiliates, which may result in curtailment of, or inability to operate, the Platform as intended, or judgments, settlements, fines or penalties against the Company and/or its Affiliates. In addition, non-governmental parties may bring private legal actions against the Company and/or its Affiliates, either individually or as a class, which may result in curtailment of, or inability to operate, the Platform as intended, or judgments, settlements, fines or penalties against the Company and/or its Affiliates.

Risks Arising from Taxation

The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing, holding and utilising Tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements. It is also possible that the income of the Company and/or its Affiliates would be subject to significant amounts of income and/or withholding taxes. The uncertainty in the tax treatment of Tokens and transactions in Tokens may expose subscribers, prospective purchasers, the Company and/or its Affiliates alike to unforeseen future tax consequences associated with the purchase, ownership, sale or other use of Tokens.

Capital Control Risks

Many jurisdictions impose strict controls on the cross-border flow of capital. Holders of Tokens may be subject to these regulations.

Countering the Financing of Terrorism (“CFT”) and Anti-Money Laundering (“AML”)

In the event that licenses, registrations or other authorizations are required under applicable CFT and/or AML regulations to operate the Platform, there is no guarantee that the Company and/or the Company’s Affiliates will be able to successfully obtain such licenses, registrations or authorizations. In addition, any illicit use of Tokens by bad actors could breach such regulations and seriously impact the global reputation of the Platform. In such event, it is conceivable that this could trigger scrutiny by CFT and AML regulators and potentially cause significant disruption to the distribution and circulation of Tokens and the operation of the Platform.

Risk of Alternative Networks

It is possible that alternative service networks or operators could be established in an attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative networks or operators, which could negatively impact the Platform and Tokens.

Risk of Insufficient Interest in the Platform or Distributed Applications

It is possible that the Platform 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 ecosystems (such as the Platform) more generally or distributed applications to be used on the Ethereum network. Such lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of Tokens.

Risks Associated with the Development and Maintenance of the Platform

The Platform is still under development and may undergo significant changes over time. The Platform’s development will require significant capital, the expertise of the Company and/or the Company’s Affiliates management and substantial time and effort by skilled developers and other parties. The Company and/or the Company’s Affiliates may not retain the services of developers with the technical skills and expertise needed to successfully develop the Platform and progress it to a successful launch. In addition, even if the Platform is successfully developed and launched, there can be no assurance that the Platform will function as intended or that it will be able to sustain long-term operation of Tokens. Although we intend for the Tokens and Platform to follow the specifications set forth in the White Paper, and will take commercially reasonable steps toward those ends (subject to internal business description), we may have to make changes to the specifications of the Tokens or Platform for any number of legitimate reasons. This could create the risk that the Tokens or Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and Tokens.

The Company plans to incorporate various technology solutions into the Platform. Some or all of these technology solutions may be new and/or relatively untested.  There is significant risk to building and implementing such new technologies that may have never been used, or that are being used in different ways.  There is no guarantee that such technologies will operate as intended or as described in the White Paper.

Risk that Ethereum is superseded

There can be no assurance that the technology being proposed to underpin the Platform will not be supplanted by competing protocols that improve upon, or fully replace, the Platform’s technology. It is not known whether the Ethereum will become a predominant protocol adopted globally by the industry. If the Ethereum network is surpassed or superseded, Token usage and adoption may decline.  The Ethereum network’s technology may be available as open-source, meaning that anyone can copy and disseminate the Ethereum network’s source code either in the same form or with modifications as a “fork.”

Risks Associated with Intellectual Property Matters

The Company and/or the Company’s Affiliates currently hold a number of issued patents and, thus, would be entitled to exclude or prevent other entities from replicating their technology, methods and processes. While the Company and/or the Company’s Affiliates enter into confidentiality and invention assignment agreements with its developers, no assurance can be given that these agreements will be effective in controlling access to the Company’s (and/or the Company’s Affiliates’) proprietary information and trade secrets. The confidentiality agreements on which the Company (and/or the Company’s Affiliates) relies on to protect certain technologies may be breached, may not be adequate to protect its confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event of unauthorized use or disclosure of its confidential information, trade secrets or proprietary technology. Further, these agreements do not prevent the Company and/or the Company’s Affiliates or their respective competitors or others from independently developing technology that is substantially equivalent or superior to the Company’s and/or the Company’s Affiliates’ technology. In addition, others may independently discover the Company’s and/or the Company’s Affiliates’ trade secrets and confidential information, and in such cases, the Company and/or the Company’s Affiliates likely would not be able to assert any trade secret rights against such parties.

Although the Company and/or the Company’s Affiliates do not believe that the technology, processes and methods relating to the Platform have been patented by any third party, it is possible that patents have been issued to third parties that cover all or a portion of the Platform. Patent holders or other intellectual property owners may assert that the Platform or the Company’s and/or the Company’s Affiliates’ methods or practices infringe, misappropriate or otherwise violate their intellectual property or other proprietary rights. Any such claims, regardless of merit, could result in substantial expenses, divert the attention of management or materially disrupt the operation of the Platform, including through awarded injunctive relief.

Risk of an Unfavourable Fluctuation of Ethereum and Other Currency Value

The Company intends to use the proceeds from selling Tokens to fund, amongst other things, the maintenance and development of the Platform, as described in the White Paper. The proceeds of the sale of Tokens will be denominated in Ether and/or Bitcoin and/or fiat and may be converted into other cryptographic and fiat currencies. In addition, some private-sales of the Tokens may also be denominated in Ether and/or Bitcoin and/or fiat currencies. If the value of Ether and/or Bitcoin or other currencies fluctuates unfavourably during or after the Sale Period, the Company may not be able to fund the maintenance and/or the development of the Platform in the manner that is intended.

Risk of Price Volatility

The prices of cryptocurrencies have historically been subject to dramatic fluctuations and are highly volatile, and the market price of Tokens may also be highly volatile. Several factors may influence the market price of Tokens, including, but not limited to:

• Global supply of cryptocurrencies, both with respect to the number of different cryptocurrencies and the supply of each individual cryptocurrency;
• Global demand for cryptocurrencies, which can be influenced by the growth of acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of cryptocurrencies is safe and secure, and the regulatory restrictions on their use;
• Changes in software, software requirements or hardware requirements underlying blockchain or distributed ledger technologies;
• Fiat currency withdrawal and deposit policies of cryptocurrency exchanges on which cryptocurrencies may be traded and liquidity on such exchanges;
• Interruptions in service from or failures of major cryptocurrency exchanges;
• Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies;
• Monetary policies of governments, trade restrictions, currency devaluations and revaluations; and
• Regulatory measures, if any, that affect the use of cryptocurrencies.

A decrease in the price of a single cryptocurrency may cause volatility in the entire cryptocurrency industry and may affect other cryptocurrencies, including Tokens. For example, security breach that affects investor or user confidence in Bitcoin or Ether may affect the industry as a whole and may also cause the price of Tokens and other cryptocurrencies to fluctuate.

Risks Associated with Use of Funds.

There can be no assurance that the Company and/or the Company’s Affiliates will have sufficient funds to repay all or any part of the Consideration. Neither the Company and/or the Company’s Affiliates have any fiduciary or other obligation to use the funds generated by or in connection with the Token Generation Event for the benefit of the Purchasers, except as otherwise expressly provided in Private Token Purchase Commitment Forms.

Risk Associated with the Blockchain Industry

The growth of the blockchain/distributed ledger technology industry in general, as well as the blockchain/distributed ledger technology networks with which the Platform and the Tokens will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the blockchain/distributed ledger technology industry, as well as blockchain/distributed ledger technology networks, include, without limitation:

• Worldwide growth in the adoption and use of Bitcoin, Ether and other blockchain/distributed ledger technology technologies;
• Government and quasi-government regulation of Bitcoin, Ether and other blockchain/distributed ledger technology assets and their use, or restrictions on or regulation of access to and operation of blockchain/distributed ledger technology networks or similar systems;
• The maintenance and development of the open-source software protocol of the Bitcoin or Ethereum networks;
• Changes in consumer demographics and public tastes and preferences;
• The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;
• General economic conditions and the regulatory environment relating to cryptocurrencies; or
• A decline in the popularity or acceptance of the Bitcoin or Ethereum networks which would adversely affect our results of operations; and
• The slowing or stopping of the development, general acceptance and adoption and usage of blockchain/distributed ledger technology networks and blockchain/distributed ledger technology assets may deter or delay the acceptance and adoption of the Platform and the Tokens.

Risk of Dissolution of the Company or Platform

It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of Ethereum (or other cryptographic and fiat currencies), decrease in the Tokens’ utility due to negative adoption of the Platform, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company and/or the Company’s Affiliates may dissolve.

Risks Arising from Lack of Governance Rights

Tokens confer no governance rights of any kind with respect to the Platform or the Company and/or the Company’s Affiliates, and Token holders will have no control or influence on decisions involving the Platform or the Company and/or the Company’s Affiliates.

Risks Involving Cloud Storage

The Company and/or the Company’s Affiliates may provide to individual and institutional clients or utilise a cloud storage service and as such the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber-attack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the Platform, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that neither the Company nor its Affiliates control with the Company’s Services. The risk that the Services may face increasing interruptions and the Platform may face additional security vulnerabilities could adversely affect the Platform and therefore the future utility of any Tokens that you hold.

Unanticipated Risks

Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in these Terms and in the “Legal Considerations, Risks and Disclosures” section available on the Website, there are other risks associated with your purchase, holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this section.

Security

15. You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens that you purchase from the Company, including any requisite private key(s), backup passphrases and/or other credentials necessary to access such storage mechanism(s). If your private key(s), backup passphrases and/or or other access credentials are lost, you may lose access to your Tokens. Neither the Company nor its Affiliates shall be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of Tokens and neither is the Company nor its Affiliates under any obligation to recover any lost or stolen Tokens and the Company and its Affiliates hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Tokens.

Personal Information

16. The Company and/or the Company’s Affiliates may determine, in their sole and absolute discretion, that they need to undertake due diligence on certain prospective purchasers of Tokens. As part of the Company’s due diligence process the Company and/or the Company’s Affiliates may request that you send us certain information about you. You agree to provide the Company and/or the Company’s Affiliates with such information promptly upon request, and you acknowledge and accept that the Company may refuse to sell Tokens to you until you provide such requested information in a form that is satisfactory to the Company and/or the Company’s Affiliates.

Taxes

17. The that you pay for Tokens is exclusive of all applicable taxes duties imposts charges surcharges sales tax use tax value added tax and/or any other taxes that may be applicable of whatsoever nature or howsoever arising. You are solely responsible for determining what, if any, taxes duties imposts charges surcharges sales tax use tax value added tax apply and/or may be applicable to your purchase of Tokens. It is also your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction where you may be liable to pay tax. Neither the Company nor its Affiliates are responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from your purchase of Tokens.

Representations and Warranties

18. By purchasing Tokens, you hereby represent and warrant and unconditionally and irrevocably covenant and undertake (as applicable) to the Company and the Company’s Affiliates that:
    
    1. You have taken independent legal advice prior to accepting the Agreement (including these Terms);
    2. You have reviewed the entirety of the White Paper, the “Legal Considerations, Risks and Disclaimers” section of the White Paper as available on the Website and the Website;
    3. You have read and understood the entirety of the White Paper, the “Legal Considerations, Risks and Disclaimers” section of the White Paper as available on the Website and the Website;
    4. You have read and understood the Agreement (including these Terms);
    5. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain/distributed ledger technology and blockchain/distributed ledger technology based software systems to understand the Agreement (including these Terms) and to appreciate the risks and implications of purchasing the Tokens;
    6. You have obtained sufficient information about the Company, the Company’s officers and agents and representatives and the Company’s Affiliates and about the Tokens to make an informed decision to purchase the Tokens;
    7. You understand that the Tokens confer only the potential future right to receive Services and confer no other rights of any form with respect to the Platform, the Company, the Company’s Affiliates including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
    8. You are purchasing Tokens to potentially receive Services on the Platform at a future point in time. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
    9. Your purchase of Tokens complies with applicable law and regulation in your jurisdiction or in any jurisdiction the laws of which you may be subject to;
    10. You live in a jurisdiction that allows the Company (without the requirement to register itself or any document with any authority or supervisory body or person) to sell the Tokens and does not prohibit you from participating through a token sale without requiring any local authorisation;
    11. Your purchase of Tokens shall be made in full compliance with any and all applicable legal and tax obligations to which you may be subject in any relevant jurisdiction;
    12. If you are purchasing Tokens on behalf of any entity, you are authorized to agree and accept the Agreement (including these Terms)and enter into a binding agreement with the Company on such entity’s behalf (references to the “Purchaser”, “YOU”, “You”, “you”, “Your” or “your” in the Agreement (including these Terms) refer to the entity on whose behalf you are authorised to purchase the Tokens);
    13. You are not a resident or domiciliary of the United States of America, South Korea, China, or any jurisdiction which prohibits token sales and/or any participation therein (a “Restricted Jurisdiction”) or purchasing Tokens from a location in a Restricted Jurisdiction, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Jurisdiction, nor are you purchasing Tokens on behalf of any such person or entity;
    14. You are not: (i) a citizen or resident of a geographic area in which access to or use of the Tokens and/or the Services 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 sovereign country 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 or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List;
    15. You acknowledge and accept that the Company and/or its Affiliates may refuse to issue Tokens to you if you are a citizen, resident or domiciliary referred to in (xiii) or (xiv) above;
    16. You agree that if your country of residence or other circumstances change such that the above representations warranties covenants and/or undertakings are no longer accurate, that you will immediately cease using the Tokens and/or the Services.
    17. If you are registering to use the Tokens or the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
    18. If you are an individual, you are at least 18 years of age and have sufficient legal capacity to accept the Agreement (including these Terms) and enter into a binding agreement with us;
    19. The acceptance by you of the Agreement (including these Terms) and the entry into a binding agreement with us will not result in any violation of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (if applicable); (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound or to which any of your material assets are subject; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
    20. The cryptocurrency or fiat currency you use to purchase Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the Tokens to finance, engage in, or otherwise support any unlawful activities including but not limited to money laundering or terrorist financing;
    21. Any Tokens you acquire will be acquired in your name, and any cryptocurrency assets you use will come from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation; and
    22. You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority.

Waiver, Release and Indemnity

19. You hereby irrevocably and unconditionally waive, release and discharge the Company and its past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, joint ventures, predecessors, successors and assigns (the “Company Parties”) from all and any Claims which you have or may at any time have against any of the Company Parties.

20. To the fullest extent permitted by applicable law, you also release the Company and the Company Parties from all and any responsibility, Losses, Claims, of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

21. To the fullest extent permitted by applicable law, you will from time to time and at all times fully and effectively indemnify, defend and hold harmless the Company and the Company Parties from and against any and all Claims and Losses that arise from or relate to: (i) your understanding and interpretation of and/or reliance on the White Paper, all information contained on or accessible via the Website and/or this Agreement; (ii) your purchase, possession, transmission and/or use of Tokens; (iii) your responsibilities or obligations under the Agreement (including these Terms); (iv) your violation of the Agreement (including these Terms); (v) your violation of any rights of any other person or entity; (vi) any failure or inability of the Company to develop or deliver or deploy the Tokens or the Platform; (vii) your use or inability to use at any time the Tokens or the Platform; (viii) any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar; (ix) any mistakes or errors in code, text, or images involved in the Token Sale or the Platform; (x) any mistakes or errors, text, images and/or information contained in or omitted from the White Paper, all information contained on or accessible via the Website and/or this Agreement; (xi) the volatility in pricing of Tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise); (xii) your failure to properly secure any private key to a wallet containing Tokens; and (xiii) any taxes for which you are liable.

22. The Company reserves the right to exercise sole control over the defence, at your expense, of any Claim subject to the aforesaid indemnity by you (the “Indemnity”). The Indemnity is in addition to, and not in lieu of, any other indemnities set forth in the White Paper, all information contained on or accessible via the Website and/or this Agreement.

23. You agree and acknowledge that the Company is not liable for any direct indirect special incidental consequential or other losses of any kind in tort contract or otherwise (including but not limited to loss of revenue income or profits or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the White Paper, all information contained on or accessible via the Website and/or this Agreement or any part thereof by you.

Limitation of Liability

24. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REPUTATION LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE PURCHASE, SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE CAUSE OR FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE BASIS (EVEN IF THE PARTIES OR ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE); AND (II) UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO THE COMPANY FOR THE ACQUISITION OF TOKENS. THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

25. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above may not apply to you.

Disclaimers

26. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO THE MAXIMUM EXTENT THAT THIS DISCLAIMER APPLIES TO YOU AND EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN WRITING BY THE COMPANY: (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED REPRESENTATIONS AND/OR WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND (C) THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

27. The Company does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to You and to any entity or person.

28. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers above may not apply to you.

29. Neither the White Paper, nor any of information contained on or accessible via the Website nor this Agreement constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale.

30. No regulatory authority has examined or approved of any of the information set out in these Terms and/or the Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these Terms and/or the Whitepaper does not imply that applicable laws, regulatory requirements or rules have been complied with.

Dispute Resolution And Arbitration

31. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration

32. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either you or the Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) save as expressly provided herein, waive your respective rights to have any and all Disputes arising from or related to the Agreement (including these Terms) resolved in any court, and (ii) waive your respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration provided in these Terms.

No Class Arbitrations, Class Actions or Representative Actions

33. Any Dispute arising out of or related to the Agreement (including these Terms) is personal to you and the 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 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.

Arbitration Rules

34. The enforceability of this section (Dispute Resolution. Arbitration) will be both substantively and procedurally governed by and construed and enforced in accordance with the 2012 (as revised in 2017) International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law.

Notice; Informal Dispute Resolution

35. Each of the Purchaser or the Company will notify the other in writing of any Dispute within thirty (30) days of the date it arises, so that respective party can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at [email protected] Notice to you shall be either posted on the Company’s website or, if available, will be sent by email to any email address you provided in connection with your purchase of Tokens or use of the Platform or Services. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this section (Dispute Resolution. Arbitration), commence an arbitration proceeding or, to the extent specifically provided for in this section (Dispute Resolution. Arbitration), file a claim in court.

Process

36. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed by the Gibraltar Chamber of Commerce in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference. The courts located in Gibraltar will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.

Authority of Arbitrator

37. The Agreement (including these Terms), the applicable International Chamber of Commerce Rules of Arbitration and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is capable of arbitration, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action which is expressly prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

Arbitration Rules

38. The International Chamber of Commerce Rules of Arbitration and additional information about International Chamber of Commerce are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. By agreeing to be bound by the Agreement (including these Terms), you either (i) acknowledge and agree that you have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.

Governing Law and Jurisdiction

39. This Agreement will be governed by and construed and enforced in accordance with the laws of Gibraltar, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Company and/or the Company’s Affiliates and the Purchaser arising out of or relating to the Agreement (including these Terms) or its subject matter or formation (including non-contractual Disputes or claims) that is not subject to arbitration will be resolved exclusively in the courts of Gibraltar.

Severability

40. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this sub-paragraph shall not affect the validity and enforceability of the rest of this Agreement.

Data Protection

41. As part of the Registration Process, the Company may request certain information from you. This may require the Company to request documents to include, but not be limited to, certified copies of documents verifying: (i) your identity; (ii) your address; (iii) the source of your wealth; (iv) the source of funds used for the purposes of acquiring Tokens; and (v) any other documents or data from which you can be identified. Your information as well as the items referred to in sub-paragraphs 41(i) to 41(v) above shall hereinafter be referred to as your “Personal Data”.

42. The Company will not disclose your Personal Data except as expressly permitted under these Terms and otherwise only with you prior consent. However, the Company may be required to disclose your Personal Data and/or certain other information about you to relevant competent authorities to the extent required by law or by an Order of a Court or competent authority. By accepting these Terms, you expressly agree and consent to your Personal Data being disclosed to such third parties to any extent required for the purposes of compliance with applicable law.

43. The Company will process your Personal Data in accordance with the Data Protection Act 2004, as may be amended (the “Data Protection Act”), and you agree that the Company, as the data controller, may directly or through the Company’s service providers or agents process your Personal Data for any one or more of the following purposes:

(a)        the purchase the Tokens pursuant to these Terms;

(b)        providing you with information about the Company and its products and range of services;

(c)        compliance with relevant ‘Know Your Client’ and Anti-Money Laundering requirements under applicable law;

(d)        management of enquiries and complaints;

(e)        processing of transactions related to the Token Sale;

(f)        opening, maintaining or operating a bank account in the Company’s name;

(g)        subject to clauses 56 to 61 (inclusive) (Data Protection), resolving any disputes with you;

(h)        producing summary information for statistical, regulatory and audit purposes; or

(i)         any other reasonable purposes in accordance with applicable law.

44. Under the Data Protection Act you have a right to access your Personal Data held by the Company, and it is your responsibility to inform the Company of any changes to your Personal Data to ensure such data remains accurate. You also have a right to object to your Personal Data being processed for the purposes of direct marketing. You agree to provide a written request to the Company should you wish to enforce these rights.

45. You agree that the Company may, for the purposes set out above, permit the transfer of your Personal Data to any jurisdiction, whether or not inside the European Economic Area, and that by accepting these Terms you are authorizing and expressly consent to the processing of your Personal Data by the Company, its agents and/or its service providers, provided that where your Personal Data is processes by entities other than the Company, its agents or its service providers, the Company shall seek your prior written consent in respect of such processing.

46. You acknowledge, accept and understand that these Terms, insofar as they relate to the controlling and processing of your Personal Data by the Company and/or its agents or service providers are only relevant to the processing of your Personal Data for the purposes set out above, and that you may be requested to sign and/or agree to a separate and additional agreement and/or additional terms and conditions (any of these a “Supplementary Agreement” and together “Supplementary Agreement(s)”) in order to access any future Platform or service or application and/or use the Tokens and/or provide or receive the Token Utility or otherwise use and interact with the Platform. Such Supplementary Agreement(s) will govern the Terms under which your Personal Data is collected, stored and processed (as well as your individual rights under applicable data protection laws) in connection with your use of the Platform and/or the Tokens.

Miscellaneous

47. The Agreement constitutes the entire agreement between you and the Company relating to your purchase of Tokens from the Company.

48. The Company may assign its rights and obligations under the Agreement without your prior consent.

49. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under the Agreement.

50. Purchasing Tokens from the Company does not create any form of partnership, joint venture or any other similar relationship between you and the Company or its Affiliates.

51. Except as otherwise provided herein, the Agreement (including these Terms) is intended solely for the benefit of you and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity (other than in favour of the Company’s Affiliates as referenced herein).

52. You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Company provides to you will be provided in electronic form.

53. This Agreement may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each Party had signed the same document. Transmission of an executed copy of this Agreement (or a counterpart thereof) by e-mail (in PDF, JPEG or other similar electronic format) shall take effect as delivery of an executed original of this Agreement.

54. You and the Company acknowledge that, in accepting and agreeing to this Agreement, neither you nor the Company do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided therein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.