THESE TOKEN TERMS REGULATE YOUR ACQUISITION OF THE TOKENS AND YOUR SUBSEQUENT USE OF THE TOKENS. THESE TERMS ALSO REGULATE YOUR ACCESS TO THE PLATFORM.
PLEASE READ THESE TERMS CAREFULLY BEFORE CONTINUING TO ACQUIRE, HOLD, STORE OR USE THE TOKENS IN ANY MANNER.
You acknowledge and agree that You have read, understood, accepted and agreed to be bound by the terms of these Token Terms .
You acknowledge and agree that if You do not agree to these Token Terms , then We do not grant You and do not intend for You to:
have any right to acquire and/or hold and/or store the Tokens; and/or
in any way access or use any content and/or functionality of the Tokens and/or Access the Platform.
You re-affirm that:
Corporate Details: Indorse Pte Ltd is a company limited by shares incorporated in Singapore with registration number 201714808R. ("We", "Our", "Us"). Our registered address is #02-101, 18 Cross Street, Singapore 048423.
Sole Obligor: We are the sole obligor in respect of the Tokens and the Platform for the purposes of these Token Terms . None of our holding companies, subsidiaries or Affiliates (including any such entities which conduct the business described in the FAQ) have any obligations to You under these Token Terms .
Scope of these Token Terms : You acknowledge and agree that:
these Token Terms strictly govern Your Use of any Tokens that you may lawfully acquire, whether through a valid purchase in the Token Acquisition Process or as otherwise permitted;
these Token Terms strictly govern Your Access of the Platform; and
You shall at all times strictly comply with its terms when Using the Tokens or while Accessing the Platform.
Agreements : By Using the Tokens, You unconditionally acknowledge and agree that You have accepted and at all times shall comply with:
these Token Terms; and
Non-acceptance : If You do not accept and agree to these Token Terms, You unconditionally acknowledge and agree that You have no rights whatsoever to Use the Tokens or to Access the Platform and You must immediately exit from the Platform.
Conflict with Token Electronic Contract: In the event of any conflict between these Token Terms and the Token Electronic Contract, the order of priority shall be:
these Token Terms; and
the Token Electronic Contract.
Conflict with FAQ : You acknowledge and agree that the FAQ is not a binding contract and that the terms of these Token Terms will prevail over the FAQ in the event of any conflict.
Conflict with Additional Token-Specific Terms: In the event of any conflict between the provisions in the body of these Token Terms and the Additional Token-Specific Terms, the order of priority shall be:
these Token Terms; and
the Additional Token-Specific Terms.
You understand and acknowledge that:
We have created certain digital collectibles, with each digital collectible being visualised through and represented by a specific non-fungible token (each such token a “Token” and collectively the "Tokens";
our role is limited to making the Platform available for your Access and the initial purchase of the Tokens on the understanding that you may thereafter elect to Use the Tokens;
interests in the Tokens and consequently, your interests in the digital collectibles represented by the Tokens exist only by virtue of the ownership record maintained on the Ethereum network; and
the Platform is a gateway to a distributed application that runs on the Ethereum network through which Tokens can be purchased from Us through a Token Electronic Contract. Certain functionalities of the Token are also embedded into a Token Electronic Contract. The Token Electronic Contract and events and transactions processed through the Token Electronic Contract in respect of the Tokens are operationalized through a decentralized ledger within the Ethereum Platform over which neither Us nor the Platform have control;
You understand and acknowledge that when you purchase a Token:
you own only the Token and you only have certain rights to the underlying digital collectible or any other associated IPR in either the Token or the digital collectible as determined under these Token Terms;
the successful completion of the Token Acquisition Process by You in respect of a Token shall not (save as expressly provided herein) constitute an ongoing contractual relationship between you and Us do not constitute deliverables due from Us;
your purchase of the Token shall be without any recourse and/or liability to Us whatsoever;
You understand and acknowledge that when you purchase a Token,
You are not relying on Us having done an independent investigation on:
whether the digital collectibles have any IPR attached to them in any jurisdiction;
any aspect of the digital collectibles including whether they are accurate, complete, reliable, current or error-free or are unauthorised copies of materials (whether or not any IPR vests in those materials).
You understand and acknowledge that we shall not:
evaluate claims by any party in relation to whether there is IPR in the Token or the underlying digital collectible;
resolve disputes between You and any subsequent owner of the Token; or
offer refunds on Tokens or digital collectibles purchased through the Platform.
Use Right: Subject to Your continuing compliance with these Token Terms, You are granted a revocable, royalty-free, non-exclusive, non-transferable licence to Use the Token that you own including to utilise the underlying digital collectible for that Token as it may exist from time to time for:
your own personal, non-commercial use; and
reasonable commercial use including non-digital commercial use.
The license granted above applies only to the extent that you continue to own the applicable Token. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Token for any reason or we terminate the Token Terms, the license granted above will immediately expire with respect to you and that Token without requiring notice, and you will have no further rights in or to the Token or the underlying digital collectible.
You are specifically authorised to use the Token as (b) as part of a marketplace that permits the purchase and sale of your Token, provided that the marketplace cryptographically verifies each owner’s rights to display the underlying digital collectible for their Token to ensure that only the actual owner of the Token can display the underlying digital collectible; or (c) as part of a Third Party website or application that permits the inclusion, involvement, or participation of your Token, provided that the website/application cryptographically verifies each Token owner’s rights to display the underlying digital collectible for their Token to ensure that only the actual owner of the Token can display the underlying digital collectible, and provided that the underlying digital collectible is no longer visible once the owner of the Token leaves or logs out of the applicable website/application.
You acknowledge and confirm that except as provided in these Token Terms, you and any future acquiror of the Token do not have the right, to reproduce, distribute, or otherwise commercialize any elements of the Tokens or the underlying digital collectible without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
You acknowledge and confirm that the IPR regime governing the Tokens and the underlying digital collectible is uncertain and evolving. You undertake that whether or not we have registered IPR in Tokens or the underlying collectibles, you will not:
apply to register IPR in the Token or the underlying digital collectible; and
use any trademarks or service marks, or any confusingly similar marks associated with the Tokens, the underlying digital collectible or the Platform, anywhere in the world,
in each case, without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion.
You understand that the Tokens and the underlying digital collectible are intended to be used in the spirit set out in the FAQ. You undertake and confirm that you shall not Use the Tokens and the underlying digital collectible in any context which shall be considered, in any relevant jurisdiction:
breaching Applicable Law or promoting activity in breach of Applicable Law;
defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups;
harming minors in any way;
breaching the privacy rights of any person; or
harassing, abusive, fraudulent, vulgar, obscene, or objectionable in any manner.
Token Acquisition: Strictly subject to Clauses 6.1, 7.12 and 7.13, You may:
Access the Platform;
acquire the Tokens through a valid purchase in the Token Acquisition Process or as otherwise permitted; and
thereafter Use the Tokens.
Platform: You acknowledge and agree that:
You can only acquire the Tokens from Us through the Platform or through other permitted means; and
any acquisition and/or Use of the Tokens through any other means that are not sanctioned or permitted by Us will create no obligation on Us towards You under any circumstance.
No Guarantee of Use : For the purposes of Clause 6.1, you acknowledge and agree that We give no guarantees whatsoever in relation to Your future ability to Use the Tokens including as contemplated in the FAQ.
Confirmations in Respect of Value : You acknowledge and agree that:
there may be no market-standard, independent valuation process to determine the value of the Token at any given time;
You may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire the Tokens;
We give no guarantees whatsoever on the value of the Tokens which may be highly volatile and could reduce to zero; and
We are not selling the Token to you for any investment or speculative purposes.
Functionality of the Token : You acknowledge and agree that:
while We will endeavour to offer the functionality of the Tokens described in the FAQ, You acknowledge and agree and understand that:
the FAQ is of a descriptive and informational nature only and is akin to a concept paper;
the FAQ is not binding and does not form part of these Token Terms;
there can be no assurance that the Token will be capable of having the anticipated functionality including being capable of use on any third-party platforms;
the regulatory regime governing the issue and/or use of digital tokens and the use of cryptocurrency as a medium of payment is uncertain and evolving; and
We reserve the right to alter the plans and features of the Tokens as outlined in the FAQ at Our sole discretion.
Possible Token Functionality Change : You acknowledge and agree that We may, to the maximum extent practicable, amend the functionality of the Token in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including the following:
the occurrence of a Regulatory Event; or
any additional legal or regulatory risk mitigation in respect of the functionality of the Token or the Platform that We decide to undertake at any time.
Consequences of Token Functionality Change: If We amend the functionality of the Tokens pursuant to Clause 7.6 above, We shall publish an Important Notice. It is Your responsibility to regularly check for any such notices on The Site.
Our Rights in Respect of the Tokens: You acknowledge and agree that We reserve the right to:
procure the implementation of changes to the blockchain platform (including hard and soft forks) to deal with actual or imminent security breaches; and
take or procure such other actions as may be required in relation to the Token or the Platform from a technical perspective.
Not an Investment Product : You acknowledge and agree that the Tokens do not constitute and are not intended to constitute a security or other investment product issued by Us or Our Affiliates to You and are not;
rights, options, or derivatives in respect of any form of security or other investment product;
rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
units in a collective investment scheme;
a debenture offering a right of redemption of any kind against Us;
units in a business trust; or
any other security or class of securities.
No Ownership or Governance Rights: You hereby acknowledge and agree that the Tokens:
do not provide You with rights of any type with respect to Us, Our Affiliates or our respective revenues or assets, including any distribution, redemption, liquidation, proprietary or other payment, financial or legal rights
do not provide You nor are they intended to represent or confer You with any participation or governance rights in relation to Us or Our Affiliates including:
ownership rights or stake;
rights to a share or security;
rights to nominate a director to the board;
rights to requisition and/or participate in shareholder meetings;
rights to receive accounts, financial statements or any other financial data; or
any rights similar or equivalent to those in Clauses 7.10.2 (a) to (f) above.
do not provide You with any IPR in respect of Our business or the Platform;
do not entitle You to any say in how We or Our Affiliates conduct our business;
do not constitute a loan, debenture or similar instrument in any form from You to Us or Our Affiliates;
do not constitute any form of money or legal tender in any jurisdiction or any representation of money (including electronic money or a digital payment token that is a medium of exchange accepted by the public as payment); and
do not constitute a good or a service provided by Us or Our Affiliates or any Third Parties to You from a legal, tax, accounting or other perspective.
Eligibility Criteria : You acknowledge and agree that We may impose eligibility criteria to access certain functionality in respect of the Tokens which may require You to incur additional time and money costs.
Compliance-Related Conditionality : Your Use of the Tokens and your Platform Access (including your use of the Platform to Use the Tokens) is strictly conditional on You ensuring that You shall not (and shall not cause or permit anyone else to) breach:
these Token Terms including for each type of Token, any Additional Token-Specific Terms that apply; and/or
Wallet-specific Conditionality : You acknowledge and agree that Your Use of the Tokens is conditional on Your:
holding a wallet that is at all times capable of holding the Tokens and for which You control the private key and which does not belong to an exchange for digital assets; and
continuing to have secure access to such wallet through Your private key.
Loss of Access to Token Functionality: If You are no longer in possession of Your private keys or any device associated with Your account or are not able to provide Your login or identifying credentials, You may lose all of Your Tokens and/or access to the Token functionality and access to your wallet.
You warrant and represent to Us as at the Token Terms Acceptance Date, the Token Acquisition Date and at all times that You Use the Tokens and that you Access the Platform that:
Reading of Background Materials: You have read and understand:
these Token Terms (including all Exhibits) including the functionality in respect of the Token described in Clause 6, the risk factors in respect of the Tokens set out in Exhibit 2 and the Additional Token-Specific Terms (if any); and
the latest version of the FAQ.
Sufficient Information: You have obtained sufficient information about Us, the Tokens and the Token Acquisition Process to make an informed decision to:
Access the Platform;
acquire Tokens; and
upon acquisition, to continue to hold and store the Tokens and Use the Token functionality.
Sufficient Industry Knowledge: You have sufficient knowledge and experience in business and financial matters and matters relating to the Token, including a sufficient understanding of:
blockchain, cryptographic tokens, non-fungible tokens and other digital assets;
public keys and private keys;
smart contracts and their equivalent;
token storage mechanisms (such as digital wallets of different kinds);
software systems based on blockchain-technology; and
consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems.
Financial Risks : You understand the risks associated with the Tokens including:
loss of all or any assets used, directly or indirectly, to acquire the Tokens (as no refunds for any purchase of Tokens will be available from us);
the loss of Tokens including loss of access as a result of losing access to your private key;
liability to Us (as defined in Clause 18 (Indemnity) and others for Your acts and omissions, including any acts or omissions constituting a breach of these Token Terms; and
inability to transact in the Tokens on any active or liquid marketplaces including any platforms operated by Third Parties (including decentralized exchanges) as We will not have control over any such listing and/or purchase process and do not endorse any such Platforms or Third Parties). There may be no active or liquid market for the Tokens;
Sufficient Understanding of Non-fungible Tokens: You understand and agree that you have a sufficient understanding on non-fungible tokens.
Sufficient Understanding of Digital Payment Tokens: You understand and agree that:
You should not transact on our Platform if you are not familiar with any digital payment tokens you use to make payments on the Platform;
Transacting in digital payment tokens may not be suitable for you if you are not familiar with the technology that digital payment token services are provided; and
You should be aware that the value of digital payment tokens may fluctuate greatly. You should only transact in digital payment tokens if you are prepared to accept the risk of losing all of the money you put into such tokens.
Capacity/Authority: You warrant and represent to Us as at the Token Terms Acceptance Date, the Token Acquisition Date and at all times that You Use the Tokens and that you Access the Platform that:
You have the necessary authority and consent to accept these Token Terms, to enter into a binding agreement with Us and to enjoy the functionality in respect of the Token;
If You are an individual, You are at least 18 years old and of sufficient legal age and capacity to acquire the Tokens;
If You are an entity:
You are duly incorporated and/or organised, validly existing and in good standing under the laws of Your domiciliary jurisdiction and each jurisdiction where You conduct business; and
acquiring, attempting to acquire, holding the Token and enjoying its functionality does not breach Your constitutional documents.
No Conflict: Your entry into these Token Terms , Your Use of the Tokens and Your Platform Access shall not:
breach any provision of any judgment, decree or order imposed on You by any court or governmental or regulatory authority; and/or
breach or be in conflict with or constitute a default under (with or without the passage of time or the giving of notice) any agreement, obligation, duty or commitment to which You are a party or by which You or Your assets are bound.
No Breach etc.: The entry of the Token Usage Agreement, Your Use of the Tokens and your Platform Access shall not:
breach any Applicable Law;
require any consents, waivers, approvals or other action from any governmental or regulatory authority of any kind; or
is likely to trigger the occurrence of a Regulatory Event.
Regulatory Matters : You warrant and represent to Us as at the Token Terms Acceptance Date, the Token Acquisition Date and at all times that You Use the Tokens and that you Access the Platform that You are and shall remain in compliance with:
the Securities Law Representations;
the Sanctions Law Representations;
the AML Representations; and
all other Applicable Laws.
No Unlawful Use of Tokens : You warrant and represent to Us as at the Token Terms Acceptance Date, the Token Acquisition Date and at all times that You Use the Tokens and that you Access the Platform that You will not use the Tokens or Access the Platform to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same.
Uncertain Tax Regime : You acknowledge and agree that the tax treatment of cryptocurrency and digital tokens is uncertain and evolving and that Your entry into these Token Terms , the Use of the Tokens and Your Platform Access could subject You to tax consequences in a number of jurisdictions.
Sole Responsibility for Tax Compliance: You acknowledge and agree that You shall be solely responsible for complying with any tax obligations arising from Your entry into these Token Terms , the Use of the Tokens and your Platform Access including:
determining what taxes may apply to Your acquisition (through purchase or otherwise), possession, storage, sale or other Use of the Tokens or your Platform Access including, for example, sales, use, value-added and similar taxes; and
complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to Your acquisition, possession, storage, sale or other Use of Tokens or your Platform Access.
“As is” Basis of Platform: You acknowledge and agree that:
You can only Access the Platform through The Site; and
Your Access to the Platform is subject to these Token Terms which includes, among other things, an acknowledgement that the Platform is being provided on an “as is” and “as available” basis.
You acknowledge and agree that:
No Solicitation: Neither the FAQ nor these Token Terms :
constitute a prospectus or offering document of any kind;
are intended to be a solicitation for investment or an offering of securities in any jurisdiction; or
are intended to constitute the basis for an investment decision.
No Exchange : There can be no assurance that the Tokens will be exchangeable on any cryptographic exchanges or secondary markets;
Use of Proceeds : Any funds collected by Us through the Token Acquisition Process and/or the operation of the Platform will be utilised by Us and/or Our Affiliates in their sole discretion; and
No Custodial Services : We do not provide any custodial services for the Tokens.
Independent Contracting Parties: You and We are independent contracting parties, and therefore:
neither of us is an agent or fiduciary of the other;
neither of us has the authority to bind the other; and
Your actions as a User do not create any form of partnership, joint venture, franchise or any other similar relationship between Us and You.
No Third Party Involvement : No third-party service provider or third-party website is allowed or has been in any way supported, engaged, authorised or endorsed by Us in connection with the issue of the Tokens and We have no relationship in any way with any such third party.
Not a Financial Institution or Intermediary : You acknowledge and agree that We:
are not a financial institution and are not licensed by or under the supervision of any financial supervisory authority;
do not provide any licensed financial services such as investment services, capital raising, fund management or investment advice;
no communication or information provided to You by Us is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice; and
You have consulted such legal or tax professionals as necessary regarding your specific situation prior to Accessing the Platform and Using the Tokens.
Confirmation of Sale Procedures : You warrant and represent to Us as at the Token Terms Acceptance Date, the Token Acquisition Date and at all times that You Use the Tokens that You have read and understood the information about the Token Acquisition Procedures.
Consequences of Failure to Comply : By sending Us the payment for the Tokens, You acknowledge and agree that:
You are in agreement with the Token Acquisition Procedures; and
Your failure to follow the Token Acquisition Procedures may result in You not receiving any Tokens.
Finality of Our decision: You also acknowledge and agree that:
We reserve the right to refuse or cancel any requests to purchase Tokens from Us as part of the Token Acquisition Process at any time at Our sole discretion; and
any acquisition of Tokens by you from Us in the Token Acquisition Process is final and there are no refunds or cancellations or compensation in lieu thereof except as may be required by Applicable Law.
Authorised Website: You acknowledge and agree that the only official and authorised website in relation to the Tokens is The Site.
You acknowledge and agree that at the Token Terms Acceptance Date, the Token Acquisition Date and at all times that You Use the Tokens and that you Access the Platform:
Reasonable Security Measures: You will implement reasonable measures for securing access to the wallet, vault or other storage mechanism utilised to receive and hold the acquired Tokens, including any:
requisite private keys; and
other credentials necessary to access such storage mechanisms;
Security Breach : If You suspect a security breach in any of the security measures detailed in Clause 14.1.1 above, You will inform Us immediately so We can take any measures We deem necessary to secure Your User Account, The Site, the Platform, the Tokens and systems as a whole.
Compliance with Laws: You acknowledge and agree and undertake that You will provide Us or Our nominee with such information as We may deem necessary or appropriate in order to maintain compliance with Applicable Law:
any anti-money laundering laws and any "Know Your Customer" requirements; and
to address any actual inquiries or inquiries that We may (at Our sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction including in relation to a Regulatory Event.
Request for Documents: You acknowledge and agree that such information or documents may include:
identity documents such as passports, driver's licenses, utility bills, other government-issued IDs and photographs;
(for non-individuals) incorporation or notarised formation documents; and
supporting documentation to confirm Your compliance with Securities Law Representations, Sanctions Law Representations, AML Representations or any Applicable Laws including documents confirming that the legitimacy of your source of funds.
Request for Notarised Documents: You acknowledge and agree that We may require attested or notarised copies of any documents listed in this Clause 15.
Consequences of Regulatory Investigations: You acknowledge and agree that by Accessing the Platform, We have the right to investigate any violation of these Token Terms, determine whether you have violated these Token Terms and take actions under relevant regulations without your consent or prior notice and including in response to any requests or demands from regulatory authorities which exercise or purport to exercise jurisdiction over the Tokens, the Platform or Us or to avoid the occurrence of a Regulatory Event, protect the rights, property and/or personal safety of Us, the Platform, its users and/or the public, including fraud prevention and/or cause Us reputational harm. You acknowledge and agree that such actions include, to the extent feasible for Us from a technological perspective:
blocking and closing your transactions on the Platform;
reporting the incident and your identity (If available) to the authorities;
publishing the alleged violations and actions that have been taken; and
deleting any information You published or reversing any transactions that are found to be violations.
“As is” Basis of the Tokens : You acknowledge and agree that the Tokens and the Platform are provided strictly on an “as is” and “as available” basis.
No Warranties : Neither We nor any of Our Affiliates make any representations or warranties, express or implied, including any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to:
the Token Electronic Contract;
the Tokens, their functionality or other utility;
the ability of anyone to acquire, hold, store or use the Tokens; or
Not Uninterrupted or Error-Free : Without limiting the foregoing, neither We nor Our Affiliates represent or warrant that the process of purchasing and/or acquiring the Tokens or your Platform Access will be uninterrupted or error-free or that the Tokens are or will be reliable and error-free.
Loss of Amounts Paid : You acknowledge and agree that We are not obliged to refund You or any Third Party for any amount paid to acquire the Token.
Exclusion : We exclude all conditions, warranties, representations or other terms which may apply to the Tokens to the maximum extent permitted by Applicable Law.
No Refunds: By acquiring the Tokens, You acknowledge and agree that:
any and all acquisitions of Tokens through the Token Acquisition Process are final and non-refundable;
neither We nor Our Affiliates undertake or are required to provide any refund for the acquired Tokens for any reason; and
You will not receive or demand cryptocurrency, money or other compensation for any Tokens that are not used or remain unused for any reason.
No responsibility for Third Parties:
We are strictly not responsible for the actions of any Third Parties including any Third Parties that may be needed to Access certain functionality in relation to the Platform and the Tokens (which includes any third-party platforms on which you may elect to use the Tokens). We will not be liable for the acts or omissions of any such Third Parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
For the avoidance of doubt, we neither own nor control MetaMask, Google Chrome, the Ethereum network.
Platform Unavailability : In this Clause 17, “Platform Unavailability” shall refer to any inability to Use the Tokens as a result of an inability to Access the Platform in part or in full for any reason including as a result of:
inability to access or use the material, information, software, facilities, services or content on The Site;
abnormal and unforeseen circumstances beyond Our control, including phone and internet network failures; and/or
You being out of mobile or internet coverage.
No Liability for Loss or Damages : We shall not be liable to You for any loss or damage of any nature whatsoever, whether direct, indirect or consequential, which is caused or arising out of or in connection with:
Your reliance on the functionality of the Tokens;
Your Use of, or inability to Use the Tokens or Access the Platform including as a result of Platform Unavailability; and/or
any change of the value (if it is ever attributed to it) of the Tokens or Cryptocurrency used to purchase the Tokens,
unless it is due to Our wilful misconduct or gross negligence
Special considerations in relation to Intellectual Property : You acknowledge and confirm that any breach of these Token Terms including any intellectual property infringement in relation to the Platform, the Tokens, the underlying digital collectible and the content comprised in them could cause monetary damages and irreparable harm to Us.
Release of Liability : You acknowledge and agree that We shall not be liable to You for and You irrevocably release Us from all liability whatsoever (irrespective of the basis upon which the liability is claimed) for any damages, liability or losses arising out of or in connection with:
Your reliance on the functionality of the Tokens;
Your Use of, or inability to Use the Tokens or Access the Platform including as a result of Platform Unavailability; and/or
any transaction or relationship between You and any Third Party provider, including where such transaction or relationship is associated with the ability to Use the Tokens or Access the Platform including through the provision of the Platform.
No Guarantees for Sale or Transfer or Repurchase : You acknowledge and agree that neither We nor Our Affiliates shall guarantee in any way that Tokens may be issued to You or sold or transferred by You or repurchased by Us or any Third Party either during or after the Platform Token Issuance.
No Liability for Circumstances Beyond Our Control : You shall not have any claim of any nature whatsoever against Us for any failure or delay by Us to carry out any of Our obligations herein as a result of causes beyond Our control, including:
as a direct or indirect result of a Force Majeure Event; or
an act of state or government including regulatory action imposed, any delay in securing any permit, consent or approval required by Us, to provide the Token functionality or access to the Platform; or
any other cause whatsoever beyond Our absolute and direct control.
Consumer law : The limitations and disclaimer in this Clause 17 do not purport to limit Our liability or alter Your rights as a consumer in any manner impermissible under Applicable Law.
Affiliates : You acknowledge and agree that for the purposes of this Clause 17, We shall be deemed to include Us, Our Affiliates and the employees, agents, consultants, directors, shareholders and officers of Us and Our Affiliates.
Indemnity : You acknowledge and agree that You shall fully indemnify Us from and against any and all claims and/or losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:
Your breach of these Token Terms;
Your Use of the Tokens;
Your Access of the Platform;
Our use of any and all information that You submit to Us including via the Use of the Tokens or through your Platform Access in connection with the acquisition, prospective purchase, storage or holding of a Token or use of the Token functionality.
Affiliates : For the purposes of Clause 18.1, We shall be deemed to include Us, Our Affiliates and the employees, agents, , consultants, directors, shareholders and officers of Us and Our Affiliates
Termination by You : If You do not accept and agree to these Token Terms, You unconditionally acknowledge and agree that You have no rights whatsoever to Use the Tokens or to Access the Platform and You must immediately exit from the Platform. Upon the occurrence of such an event, the Tokens Terms (including the licenses herein), shall be considered terminated with immediate effect.
Termination by Us : We may, in Our sole and absolute discretion and at any time, seek to terminate or procure the termination of Your ability to Use the Tokens or to Access the Platform and thereby terminate these Token Terms with immediate effect (which shall also operate as a termination of the licenses in respect of the Tokens provided by Us herein) if.
a Regulatory Event occurs; or
We believe that You are a Restricted Person.
Consequences of termination on accrued rights and obligations : Any termination of the Token Terms shall be without prejudice to any accrued rights and obligations.
Consequences of Termination for You : Upon termination of these Token Terms for any reason, all rights You have in respect of the Tokens shall immediately end.
Media References : You acknowledge and agree that You shall not refer to Us, Our Affiliates or Our licensors in any public media for any purposes.
Revisions to these Token Terms : You acknowledge and agree that We may revise these Token Terms at any time (including to specify and/or update the Additional Token Specific Terms applicable to a Token at the time of its issue or thereafter) so it is Your responsibility to review these Token Terms for updates each time You Access the Platform and/or Use the Tokens.
Consequences of Continued Use : Your continued Use of the Tokens or Access of the Platform shall be deemed an acceptance by You of the terms of these Token Terms as revised from time to time pursuant to Clause 20.2.
Relevant Legal Information : You will be able to view, and You agree to check each time You Use the Tokens, the current version of these Token Terms within The Site by clicking the “Token Terms” link at the bottom of the landing page of The Site.
Acknowledgment of Reliance : You acknowledge and agree that We can and will rely on the warranties, representations and undertakings You provide to Us in Clauses 8 to 15 inclusive.
Suspension of Your Access : We may, in Our sole and absolute discretion and at any time, seek to modify, suspend or terminate operation of or access to the Use of Tokens or Access of the Platform (including through procuring the termination of your access to the Platform) (or any part thereof) which may affect Your access to the Token functionality.
Entire Agreement : These Token Terms constitute the entire agreement between You and Us relating to Your Use of the Tokens and your Platform Access to the exclusion of all other terms and conditions, and any prior written or oral agreement between both parties.
No Rights against Affiliates : You acknowledge and agree that these Token Terms do not create any rights that are enforceable against any of Our Affiliates.
Assignment and Novation by You : You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these Token Terms without Our prior written approval
Assignment and Novation by Us : We may assign, transfer or deal in any way with Our rights under these Token Terms including to an Affiliate or any Third Party without any prior consent or approval from You.
Failure or Delay : No failure to exercise, nor any delay in exercising, any right, power or remedy under these Token Terms shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.
Waiver : Any waiver of any breach of these Token Terms shall not be deemed to be a waiver of any subsequent breach.
Illegality : If any provision of these Token Terms is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these Token Terms shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
Deemed Modification Not Possible : Where the deemed modification in Clause 20.13 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these Token Terms shall still remain in full force and effect.
No Rights for Third Parties : Except as expressly stated herein, these Token Terms do not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only the following Persons have rights under these Token Terms :
Us and Our Affiliates.
Notices to Us : All notices under these Token Terms shall be in writing and shall be delivered by email to the party due to receive it at the party’s designated email address. In Our case, please send it to [email protected]
Notices By Us : If We decide, in Our sole discretion, to make any information publicly available to Users in connection with the matters described in these Token Terms , We shall do so through an Important Notice.
English Language : These Token Terms are drawn up in the English language and the English language version of the same shall always prevail over any translation. These Token Terms shall be construed, interpreted and administered in English.
Governing Law : These Token Terms are governed by and shall be construed in accordance with Singapore law.
Arbitration : Any dispute arising out of or in connection with these Token Terms shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) and the following shall apply:
the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”), which are deemed incorporated by reference in this Clause;
the number of arbitrators shall be three;
the arbitrators nominated by the claimant and the respondent shall jointly nominate the third arbitrator who, subject to confirmation by SIAC, will act as president of the arbitral tribunal;
the arbitrators nominated by the parties to the dispute shall endeavour to agree on the nomination of the third arbitrator within 30 days from the confirmation or appointment of the co-arbitrators;
where the arbitrators nominated by the parties to the dispute are unable to agree on the nomination of the third arbitrator within the time period specified in Clause 20.20.4, the third arbitrator shall be appointed by the SIAC in accordance with the SIAC Rules;
the seat or legal place of arbitration shall be Singapore;
the language used in the arbitral proceedings shall be English;
all documents submitted in connection with the proceedings shall be in the English language, or, if in another language, accompanied by an English translation; and
any award of the tribunal shall be final and binding from the day it is made.
No Class Action Rights : Any dispute is personal to You and Us 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 any 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.
In these Token Terms , the following rules of interpretation shall apply:
except where expressly indicated otherwise, references to exhibits are references to the exhibits of these Token Terms;
a reference to a numbered Clause or Paragraph is a reference to the clause or paragraph of these Token Terms;
the word “including” and its other grammatical forms shall be construed without any limitation;
headings in these Token Terms (including headings of sub-clauses) are for convenience only and do not affect the construction or interpretation of these Token Terms;
a reference to a party shall include that party’s successors and permitted assigns;
any reference to these Token Terms includes the exhibits to it, each of which forms part of these Token Terms for all purposes;
the singular includes the plural and vice versa and reference to any gender includes a reference to all other genders;
references in these Token Terms to any Singapore legal term, Singapore statute or enactment shall be deemed to include any equivalent or analogous terms, or laws or rules, respectively, in any other jurisdiction; and
references in these Token Terms shall be deemed to be references to these Token Terms as may from time to time be amended, varied, supplemented, substituted, novated or assigned.
In these Token Terms, the defined terms set out below shall have the meaning ascribed to them herein.
“Access” to the Platform means accessing The Site (whether or not resulting in the purchase of a Token) and “Platform Access” shall be construed accordingly.
“Additional Token-Specific Terms” means the specific terms that apply to a particular Token as notified via an Important Notice.
“Affiliate” means any entity that is Controlled by a Person or under common Control of that Person.
“AML Representations” means the representations and warranties pertaining to anti-money laundering and “know your client” laws set out in Part C of Exhibit 1.
“Applicable Law” means all national, state, local, municipal legislation, regulations, statutes, by-laws, approvals and/or other laws and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to, or connected with, the activities contemplated under these Token Terms wherever so located or performed.
“Control” means the:
ownership or control (whether directly or indirectly) of more than 50 percent of the voting share capital of the relevant entity;
ability to direct the casting of more than 50 percent of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or
right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters,
and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning.
"Cryptocurrency" means Ether or such other digital assets, fiat or other currency that We permit as a medium of payment for Tokens in the Platform Token Issuance.
"FAQ" means the document describing the Tokens and their functionality, the Platform and other matters related to the Token (as may be amended from time to time) and available on The Site.
“Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these Token Terms (e.g. acts of God, civil unrest, political situations, pandemics etc.).
“Important Notice” means a notice accessible at The Site by clicking the "Important Notice" link at the bottom of the landing page of The Site.
“IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
“Platform” means the platform which is maintained by Us for the initial purchase of the Tokens.
“Platform Token Issuance” means the issuance of the Tokens by Us through sale or otherwise.
“Platform Token Issuance Procedures” means the process set out in Exhibit 3 hereto.
“Person” means a legal person, a firm, a body corporate, an unincorporated association, or an authority and such entities’ legal successors or an individual.
“Platform Provider” means Us in our capacity as the provider of the Platform.
“Regulatory Event” means:
actual action taken, or potential action that We (in Our sole discretion) expect to be taken by a court or regulatory authority in any jurisdiction in relation to the Use of the Token and all related matters;
an assertion of IPR by any party in relation to the content comprising the Platform, the Token and the underlying digital collectible.
“Restricted Person” means a User who is unable or unwilling to give any of the Securities Law Representations, the Sanctions Law Representations or the AML Representations.
“Sanctions Law Representations” means the representations and warranties pertaining to sanctions laws set out in Part B of Exhibit 1.
“Securities Law Representations” means the representations and warranties pertaining to securities laws set out in Part A of Exhibit 1.
“The Site” means the website at blockbots.gg.
“Third Party” means a natural person or legal entity who is neither You nor Us.
“Tokens” shall have the meaning given to it in Clause 5.1.1.
“Token Acquisition Date” means the date of acquisition of Tokens from Us through electronic or other means.
“Token Acquisition Process” means the acquisition of Tokens by You in accordance with the Platform Token Acquisition Procedures or other permitted means;
“Token Acquisition Procedures” means the procedures in respect of the issue of the Tokens by Us as part of the Token Acquisition Process set out in Exhibit 3.
“Token Electronic Contract” means, in relation to a Token, the blockchain-based electronic protocol used for the (i) initial sale of the Tokens by Us; and/or (ii); operationalising certain economic rights attached to the Tokens; and (iii) such other matters that we notify via an Important Notice from time to time.
“Token Terms” means this agreement as amended from time to time.
“Token Terms Acceptance Date” means the date You confirm Your acceptance of these Token Terms (and the Exhibits hereto), whether through electronic or other means.
“Use” of the Tokens means any use you may make of the Tokens either directly or indirectly in connection with:
the acquisition of Tokens in the Token Acquisition Process or as otherwise permitted by Us;
holding the Tokens;
storing the Tokens; and/or
utilising any functionality of the Token.
“Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.
You acknowledge and agree and undertake that:
You are familiar with all related regulations in the specific jurisdiction in which You are based and that acquiring cryptographic Tokens (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
You agree and acknowledge that no regulatory authority has examined or approved of the information set out in the FAQ or any other material in connection with the Token;
You will not Use the Token if such Use would constitute a public offering of the Token in any country or jurisdiction where action for that purpose is required;
You confirm that the distribution or dissemination of the FAQ, any part thereof or any copy thereof, or any Use of the Tokens by You, or Access of the Platform by You is not prohibited or restricted by the applicable laws, regulations, or rules in Your jurisdiction, and where any restrictions in relation to possession are applicable, You have observed and complied with all such restrictions at Your own expense and risk without liability to Us;
You will also ensure that no obligations are imposed on Us in any such jurisdiction as a result of any of the actions taken by You in Clause 1.1.4 above; and
We will have no responsibility for and You will obtain any consent, approval or permission required by You for, the acquisition, offer, sale or delivery by You of the Token under the laws and regulations in force in any jurisdiction to which You are subject or in or from which You Use the Token or Access the Platform.
You acknowledge and agree that different jurisdictions take different approaches to the characterisation of non-fungible tokens such as the Tokens. Therefore, there may be rules and regulations that apply to Us that we currently cannot anticipate because of the Tokens being characterised a security token, a utility token, a payment token or a commodity or because of the Platform being considered as carrying on a regulated activity. Accordingly, you should be aware of the following jurisdiction-specific restrictions that may apply to you:
United States : You are not located or resident in the United States. In addition, the Tokens have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Tokens are being offered and sold outside the United States in “offshore transactions” as that term is defined in, and in reliance on, Regulation S of the U.S. Securities Act. The Tokens have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the FAQ or any other materials relating to the Tokens.
People’s Republic of China : You are not:
a citizen or resident (tax or otherwise) of the People's Republic of China (“PRC");
a natural person residing in the PRC; or
any entity organized or incorporated under the laws of the PRC.
Singapore : You understand and acknowledge that users of the Platform are hereby notified that nothing in the Platform constitutes or shall be deemed to constitute:
an offer to provide, or an advertisement containing any offer to provide, to the public in Singapore or any section of the public in Singapore, any type of payment service in the Republic of Singapore or elsewhere;
the making of an offer or invitation, or an advertisement containing any offer or invitation, to the public in the Republic of Singapore or any section of the public in the Republic of Singapore, to enter into any agreement relating to the provision by any person of any type of payment service, whether in Singapore or elsewhere.
For the avoidance of doubt, reference to providing a payment service to persons in Republic of Singapore in the preceding sentence shall include, without limitation: (i) e-money or any digital payment token being available for purchase or other acquisition by persons in Republic of Singapore; (ii) e-money denominated in Singapore dollars being available for purchase or other acquisition; and (iii) the facilitation of the exchange of digital payment tokens for Singapore dollars.
You confirm that you understand and agree that documentation relating to the Tokens has not been and will not be registered as a prospectus with the Monetary Authority of Singapore.
You confirm that you understand and agree that neither We nor the Platform have been or are proposed to be registered with the Monetary Authority of Singapore and/or licensed under the Singapore Payment Services Act.
You acknowledge and agree that:
You are not:
currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC'), the United Nations Security Council, the European Union, the United Kingdom or other relevant sanctions authority (collectively, "Sanctions"); nor
located, organized or resident in a country or territory that is the subject of Sanctions;
You are not listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;
You are not directly or indirectly owned or controlled by any Person subject to Clauses 2.1.1 and 2.1.2 above; and
“You” in this Clause 2.1 includes, if You are not a natural person, You and any of Your subsidiaries or, to Your knowledge any director, officer, or employee of You or Your subsidiaries.
represent and covenant that you will not use the proceeds of the sale of any Tokens and will not, directly or indirectly, use, lend, contribute or otherwise make available such proceeds to any of Your subsidiaries, joint venture partners or other Person (A) for the purpose of funding or facilitating any activities or business of or with any Person or in any country that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the acquisition of Tokens as adviser or otherwise);
acknowledge and agree that none of the Use of the Tokens, the execution, delivery and performance of the Token Usage Agreement, the consummation of any other transaction contemplated under the Token Usage Agreement will result in a violation by You or Your subsidiary of any of the Sanctions; and
represent that your Use of the Tokens will not violate any law or regulation, including without limitation, any applicable export control laws.
You undertake that You are not acquiring the Tokens through the proceeds of any illegal activity, including money laundering and the financing of terrorism.
You confirm that:
You shall comply with all laws relating to anti-money laundering and countering the financing of terrorism including all applicable statutes of all jurisdictions in which You are located, resident, organized or operate, and/or to which you may otherwise be subject and the rules and regulations thereunder (collectively, the "Money Laundering Laws"); and/or
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You or any of Your Affiliates with respect to the Money Laundering Laws is pending or, to the best of Your knowledge (after due and careful enquiry), threatened.
An acquisition of the Tokens involves a high degree of risk. Users should carefully consider the following information about these risks before they decide to buy the Tokens. If any of the following risks actually occurs, it could have a material, adverse effect on the business, the Platform and/or the value of the Tokens.
We have described the risks and uncertainties that We believe are material, but these risks and uncertainties may not be the only ones the parties ultimately face. Additional risks and uncertainties, including those We are currently not aware of or deem immaterial, may also have a material, adverse effect on the business, the Platform and/or the value of the Tokens.
Blockchain Delay Risk : On most blockchains used for cryptocurrency transactions, timing of block production is determined by proof of work so block production can occur at random times. The respective blockchain may not include the User’s transaction at the time User expects and the payment for the Tokens may not reach the intended wallet address on the same day that the User sends the cryptocurrency.
Blockchain Congestion Risk : Most blockchains used for cryptocurrency transactions are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in purchasing Tokens. That may result in a situation where block producers may not include the User’s transaction when the User wants or the User’s transaction may not be included at all.
Risk of Software Weaknesses : The Token Electronic Contract concept, the underlying software application and software platform are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the Tokens.
Risk of New Technology : The Platform, the Tokens and all of the matters set forth in the FAQ are new and untested. User should not rely on the Platform, the Token Electronic Contract or the ability to receive the Tokens associated with the Platform in the future. Also, technology is changing rapidly, so the Platform and the Tokens may become outdated. The technology utilized in the Platform depends on public peer-to-peer networks that are not under Our control or influence and are subject to many risks and uncertainties. You are solely responsible for the safekeeping of the private key associated with the blockchain address associated with your use of the services Accessed through the Platform. We will not be able to restore or issue any refund in respect of any use of the Platform due to lost private keys.
Fork Handling : The blockchain networks accessed through the Platform may be subject to “forks.” Forks occur when some or all individuals or entities running the software clients for a particular blockchain adopt a new client or a new version of an existing client that: (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and do not assume any risk, liability, or obligation in connection therewith. Without limiting the generality of the foregoing, We do not assume any responsibility to notify you of pending, threatened, or completed forks. We will respond to any forks We determine in Our sole and absolute discretion, and We shall not have any duty or obligation or liability to you if such response (or lack of such response) acts to your detriment. You assume full responsibility to independently remain apprised of and informed about possible forks, and to manage your own interests in connection therewith.
Risks association with the Ethereum protocol : Because Tokens are based on the Ethereum blockchain, any malfunction, breakdown or abandonment of the Ethereum protocol may result in the loss of or inability to transfer Tokens. The Ethereum network is prone to periodic congestion during which transactions could be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. That may result in a situation where block producers may not include a user’s transaction at the time such user expects, or a user’s transaction may not be included at all. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks by undermining or vitiating the cryptographic consensus mechanism that underpins the Ethereum protocol. Also, governmental and regulatory agencies could prohibit the use of current and/or future cryptographic protocols which could adversely impact the ability to transfer the Tokens, resulting in a significant loss of value of the Tokens.
Risk of Loss of Access to Wallet : The Tokens may be held by a User only a Token wallet that is capable of holding the Tokens. Accordingly, loss of any details required to obtain access to such wallet could result in an inability to access the User’s Tokens, access to the User’s Token balance and/or any initial balances in blockchains created by third parties. Your Tokens will be held in a crypto-wallet. Your crypto-wallet stores your private key and public keys. Public keys allow outside parties to transmit cryptocurrencies into your digital wallet. Private keys allow you to receive, hold, access and transfer Tokens. Accordingly, loss of requisite private key(s) associated with your wallet will result in your inability to access your Tokens, and they will be unrecoverable. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the wallet you choose to receive and store Tokens, including your own failure to properly maintain or use such wallet, may also result in the loss of your Tokens.
No Assurance of Token Security : While we believe our platform offers a high degree of security, there can be no assurance of this. The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Token Electronic Contract or the Tokens in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform rests on an open source software, there is the risk that the Token contracts may contain intentional or unintentional bugs or weaknesses which may adversely affect the Tokens or result in the loss of Tokens, or the loss of ability to access or control the Tokens. In the event of such a software bug or weakness, there may be no remedy and Users are not guaranteed any remedy, refund or compensation.
Attacks on Token Electronic Contract : The blockchain used for the Token Electronic Contract is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the Token Electronic Contract, expected proper execution and sequencing of the Token transactions, and expected proper execution and sequencing of contract computations.
Risks Relating to the Commercial success of Our Platform and the Tokens : The commercial success of the Platform is subject to a number of factors beyond Our control and/or the control of the Platform Provider, such as:
ability / inability to meet users' expectations regarding the functionality of the Platform and the Tokens;
interest from a limited number of users;
limited bandwidth to manage unexpected growth;
inability to continuously adapt the business model underlying the Token to meet market needs;
significant competition from new and existing players in this space who introduce similar platforms; and
any other new and untested technology that underlies the Platform in the future may not function as planned.
Risks Relating to the Development and Acceptance of Blockchain Networks : The further development and acceptance of blockchain networks, including the network on which the Token is based, are part of a new and rapidly changing industry, which is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain-enabled digital representation of rights could have an adverse material effect on the Tokens. The growth of the blockchain industry in general, as well as the blockchain networks with which the Token will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:
worldwide growth in the adoption and use of Bitcoin, Ether and other blockchain technologies;
government and quasi-government regulation of Bitcoin, Ethereum and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
the maintenance and development of the open-source software of the Bitcoin, Ethereum and other cryptocurrency 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;
a decline in the popularity or acceptance of the Bitcoin, Ethereum or other networks; and
the slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Tokens.
Risk Related to Reliance on Third Parties : Even if completed, the Platform will rely, in whole or in part, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it including through supporting many of the key technological functions of our Platform. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet requirements, all of which might have a material adverse effect on the Platform.
Dependence of Platform on Senior Management Team : The success of the senior management team of the Platform Provider, is dependent to a large degree on the services of each member of that team. The loss or diminution in the services of any member of the senior management team or an inability to attract, retain and maintain additional senior management personnel, could have a material adverse effect on the Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this situation may adversely impact the Platform Provider’s ability to retain existing senior management and/or attract additional qualified senior management personnel, which could, in turn, have a material adverse effect on the Platform.
Limited Historical Information : We and our Affiliates are start-up companies, and, therefore have limited prior business operations, financial historical information and other business information relating to the business operations or future prospects of the group.
Risk of Conflicts of Interest : We may be engaged in transactions with related parties, including companies controlled by Us or in which We own an interest, and other Affiliates, and may continue to do so in the future. Conflicts of interest may arise between any of Our Affiliates and Us, potentially resulting in the conclusion of transactions on terms not determined by market forces.
Risk Arising from Emerging Markets : We may operate in several emerging markets. Emerging markets are subject to greater risks than more developed markets, including significant legal, economic and political risks. Emerging economies are subject to rapid change and the User understands that the information set out in these Token Terms and the FAQ may become outdated relatively quickly.
Lack of Information : A holder of Tokens may not be able to obtain all information it would want regarding the Token on a timely basis or at all going forward. It is possible that the holder may not therefore be aware on a timely basis of material adverse changes that have occurred which could affect the Tokens.
Compliance Burden : Our business and industry is subject to compliance with a number of laws including those relating to data protection, security, privacy, and other government- and industry-specific requirements including those that could require Us to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm Our reputation, erode user confidence in the effectiveness of Our security measures, adversely impact Our ability to attract new users, or cause existing users to stop using the Platform.
Uncertain Regulatory Framework : The regulatory status of cryptocurrency, digital assets, blockchain technology and decentralised exchanges is unclear or unsettled in many jurisdictions. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the services delivered through the Platform, which could result in the theft, loss or inaccessibility thereof. It is difficult to predict how or whether governmental authorities will regulate such technologies particularly as We believe the Platform offers several first-of-its-kind features. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptocurrency, digital assets, blockchain technology and its applications. Such changes could adversely impact the Tokens in various ways, including, for example, through a determination that the Tokens are regulated financial instruments that require registration. You should be aware that neither We nor the FAQ nor the Tokens are registered with any securities regulator in any jurisdiction including, in Hong Kong, the Securities and Futures Commission or the Hong Kong Monetary Authority or in Singapore, the Monetary Authority of Singapore. We and/or the Platform Provider (as applicable) may cease the distribution of the Tokens, the development of the Platform and/or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. It is pertinent to note that in September 2020, the Financial Action Task Force (FATF) published a report regarding the main risks associated with virtual assets and with platforms offering services relating to such virtual assets. In particular, FATF pointed out that money laundering and other types of illicit activity financing are facilitated by virtual assets, which are more conducive to rapid cross-border transactions in decentralized markets that are not regulated by national authorities; that is, the online marketplaces where cryptocurrencies and decentralized assets are traded on blockchains. Among other things, FATF pointed to the anonymity of the parties to transactions as a factor that increases risk.
Failure to Obtain, Maintain or Renew Licenses and Permits. We may require a number of permits, licenses, authorisations, consents, decrees, waivers, approvals and filings (statutory, regulatory or otherwise) to lawfully operate the business in accordance with Applicable Law (the “Approvals”). There is a risk that requirements for Approvals for the issue of Tokens through the Platform or otherwise may be adopted in the future and may relate to Us. In this case, the business will depend on obtaining such required Approvals, the continuing validity of such Approvals and Our compliance with their terms. Regulatory authorities will exercise considerable discretion in the timing of Approval issuance and renewal and the monitoring of Our compliance with the terms of such Approvals. Requirements which may by imposed by these authorities and which may require Us and/or the Platform Provider to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time- consuming and may result in delays in the commencement or continuation of operation of the Platform. Further, private individuals and the public at large may possess rights to comment on and otherwise engage in the Approval process, including through intervention in courts and political pressure. Accordingly, the Approvals We may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict Our ability to conduct operations or to do so profitably.
Risk of Government Action : The industry in which We operate 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 Our operations and/or pursue enforcement actions against Us. All of this may subject Us and/or the Platform Provider to judgments, settlements, fines or penalties, or cause Us to restructure Our operations and activities or to cease offering certain products or services, all of which could harm Our reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens and/or the development of the Platform.
Risk of Burdensomeness of Applicable Laws, Regulations, and Standards: Failure to comply with Applicable Law or the findings of government inspections, or increased governmental regulation of Our operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Our business and the Platform. Our operations and properties are subject to regulation by various government entities and agencies, in connection with ongoing compliance with Applicable Law. One example is a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm our reputation, erode user confidence in the effectiveness of our security measures, negatively impact our ability to attract new users, or cause existing users to stop using our Platform. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of Applicable Law. Respective authorities have the right to conduct periodic inspections of Our operations and properties throughout the year. Any such future inspections may conclude that We have violated laws, decrees or regulations, and We may be unable to refute such conclusions or remedy the violations. Our failure to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions or in requirements We cease certain business activities, or in criminal and administrative penalties applicable to Our officers. Any such decisions, requirements or sanctions, or any increase in governmental regulation of respective operations, could increase Our costs and have a material adverse effect on the business and the Platform.
Unlawful or Arbitrary Government Action: Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Moreover, governmental authorities also have the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Federal and local government entities have also used common defects in matters surrounding a Token issue as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, Our competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over Us.
Risks Relating to Taxation: The tax treatment of acquisition of Tokens (through purchase or otherwise) is uncertain and there may be tax consequences for acquirers. Each acquirer must seek its own tax advice in connection with the purchase of Tokens. The acquisition of Tokens may result in tax consequences to acquirers, including withholding taxes, income taxes and tax reporting requirements. Each acquirer should consult with and must rely upon the advice of its own professional tax advisors with respect to the tax treatment of the acquisition of Tokens.
Limited information; No independent investigation: There is no independent investigation done to ensure the uniqueness of any digital collectibles. We have not undertaken and will not undertake any investigations, searches or other actions to fully verify all relevant details in respect of the digital collectibles. The Platform will not evaluate the claims of a potential purchaser against Us, resolve disputes between Us and a purchaser or offer refunds on Tokens or digital collectibles purchased through the Platform.
No standardised valuation methodology for digital creations: Investors should note that unlike financial assets, there is no standardised valuation methodology for digital collectibles. Standards for valuation are ambiguous and little consensus exists about how to conduct a valuation of digital collectibles. While we expect that our Platform will enable genuine price discovery in relation to the value of a digital collectible, users should not that any price estimate there will depend on valuations, projections, forecasts and estimates that could be speculative in nature, and it can be expected that some or all of the underlying assumptions may differ or may prove substantially incorrect. Therefore, there can be no assurance that the price at which a digital collectible is sold on the Platform either as part of an initial sale or a resale will genuinely reflect its value.
Other Risks: The NFT market can be subject to significant volatile. It is also important to understand the distinction between the NFT and its underlying and that there may be no registrable IP in either. There can be no assurances regarding the digital storage of the underlying digital collectibles for the NFTs.
Process for Purchase of paid Tokens-Payment Information
Payment for the purchase of Tokens from Us shall take place on such terms as shall be agreed between You and Us at the relevant time and notified through an Important Notice.
Receipt of Tokens by Users
You can only receive the Tokens in a wallet that is capable of holding the Tokens.
Stop of Distribution Process
We reserve a right in an emergency to stop the process of distribution of the Tokens in limited situations, such as, but not limited to:
detection of a serious security issue;
serious network performance issue, depriving all users of equal treatment;
any type of material attack on the Tokens, the Platform, The Site or the cryptocurrency networks;
the occurrence of a Regulatory Event; or
We believe that you are a Restricted Person.
Refund of Payments
We are entitled, at Our discretion (including for the avoidance of doubt, the occurrence of a Regulatory Event), to perform a refund of payment (partially or in full) made by a person in favour of Us in order to acquire the Tokens ("Refund Receiver").
We are not obliged to make a refund of payments in the same amount and same type of cryptocurrency received from You and may make a refund in such digital form and through such digital means that we choose at Our discretion. For the avoidance of doubt, the price of any cryptocurrency received by Us shall not be set in fiat currency and We are under no obligation to the refund the fiat currency equivalent of any cryptocurrency received by Us.
If we elect to make payments in a cryptocurrency, the Refund Receiver shall only receive refund payments into a wallet that is capable of receiving that cryptocurrency and We will not be liable for any delay or failure to make refund where the delay or failure results from failure of the Refund Receiver to maintain such a wallet.
Any refunds made in favor of the Refund Receiver will be reduced by an amount of any expenses that We have incurred or may incur in future in this regard, including any exchange fees, bank fees, agency and brokerage fees, taxes, charges, fees for blockchain transactions including gas fees, etc.
Changes to Sale and Distribution procedures
We reserve the right to amend the terms and conditions of the Token Acquisition Process set out therein, at Our sole discretion, at any time.
We shall publish a notice on The Site to inform Users of any material changes to the terms and conditions of the Token Acquisition Process as soon as reasonably practicable. It is Your responsibility to regularly check The Site for any such notices.