UCN TOKEN PURCHASE AGREEMENT
This Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your purchase of certain tokens generated and distributed using the UCN Token Sale on the ETH Blockchain (the “Tokens”) and is an agreement between the participant (“Buyer” or “you”) and U.C. Foundation (“Company”), a limited liability company registered in Cayman Islands. Buyer and Company are herein referred to individually as a “Party” and collectively, as the “Parties.”
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees:
• PURCHASE OF TOKENS ARE NON-REFUNDABLE AND CANNOT BE CANCELLED.
• BUYER MAY LOSE ALL AMOUNTS PAID.
• TOKENS MAY HAVE NO VALUE.
• COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
• PEOPLE WHO PURCHASE EARLIER THAN YOU MAY RECEIVE MORE TOKENS FOR THE AMOUNT PAID. • PLEASE READ CAREFULLY AND IN THEIR ENTIRETY THE RISKS SET FORTH IN SECTION 7.
• THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.
• THIS AGREEMENT WAS LAST MODIFIED ON June 13th, 2018.
ACCEPTANCE OF AGREEMENT AND PURCHASE OF TOKENS
Purchase Price: 1ETH:5000UCN
Presale Bonus Rate: 15%
Crowdsale Bonus Rate: 0%
UCN Tokens Lockup Period:Bonus part will be locked for 3 months starting upon the date of the token distribution
Section 1.1 Effective Time. This Agreement shall be effective and binding on the Parties when Buyer: (a) completes and signs this agreement; or (b) upon Company’s receipt of payment from Buyer (such time, the “Effective Date”).
Section 1.2 White Paper. The white paper and other materials concerning Project will be available at Buyer’s request and are hereby incorporated by reference. They will also be published on uchain.world.
Section 1.3 Date of Funds Transfer. The date upon which Buyer transfers ETH tokens or cash to Company, as consideration for UCN Tokens, at the terms outlined in above table.
Buyer agrees to a UCN Tokens with only bonus part locked for 3 months starting from the date of the token distribution. The tokens with no lockup period will be delivered at the soonest date after creation via smart contract on the Ethereum consensus ledger. The delivery date will be no longer than 2 month after the effective start date of this agreement, or whenever tokens are published on the ETH consensus ledger, whichever comes first. The Lock-Up Tokens will be held in escrow by Company in a publicly visible wallet during this period. Upon reaching 3 months from Date of the token distribution, Company will release the Lock-Up Tokens to Buyer to Buyer’s originally designated public wallet, or a new wallet designated by the Buyer. Company will be liable for any loss of UCN Tokens held in escrow until they are released to Buyer. The amount of Company’s liability for loss of any UCN Tokens held in escrow will not exceed the number of Tokens held in escrow or the amount of the Purchase Price paid for such Tokens.
Section 2.1 Allocation and Distribution of Tokens.
(a) Company Obligations. Company shall allocate and distribute Tokens (the “Token Distribution”) to buyers thereof via the UChain UCN sale in a manner consistent with this agreement and the whitepaper. Company shall, from time to time, provide on the Website procedures and other instructions for purchasing Tokens.
(b) Buyer Obligations. Buyer shall follow the procedures set forth by Company in this agreement for purchasing Tokens. As a condition precedent to any sale by Company of any Tokens, Buyer shall provide an accurate digital wallet address to Company (if purchased in ETH).
Section 2.2 Allocation and Sale of Tokens to Company Parties. Buyer consents to the participation of Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of Tokens, including people who may work on the development and implementation of the Project or who may work for Company’s future businesses that Company may establish with a portion of the proceeds from the Token Distribution (such parties, “Company Parties”).
Section 2.3 Sources and Uses of Funds.
(a) Use of Funds. Buyer shall not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
(b) Payments. All payments by Buyer under this Agreement shall be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
(c) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer shall comply with all anti-money laundering and counter-terrorism financing requirements.
Section 2.4 Transfers
(a) Transfer Fees. Buyer agrees that any transfer of Tokens may be subject to transfer fees imposed by Company from time to time through the Project.
(b) Transfer Restrictions. Buyer agrees that Company may place limitations on the transferability of the Tokens through the Project.
NO OTHER RIGHTS CREATED
Section 3.1 No Claim, Loan or Ownership Interest. The purchase of Tokens: (i) shall not provide Buyer with rights of any form with respect to Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (ii) shall not be deemed to be a loan to Company; and (iii) shall not provide Buyer with any ownership or other interest in Company.
Section 3.2 Intellectual Property. Company shall retain all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer shall not use any of Company’s intellectual property for any reason without Company’s prior written consent.
SECURITY AND DATA; TAXES AND FEES
Section 4.1 Security and Data Privacy.
(a) Buyer’s Security. Buyer shall implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of Tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer acknowledges and understands that it may lose all of its Tokens or access to its account. In such event, Company shall be under no obligation to recover any Tokens and Buyer acknowledges, understands and agrees that all purchases of Tokens are non-refundable and Buyer shall not receive money or other compensation for any Tokens purchased.
(b) Additional Information. Upon Company’s request, Buyer shall immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Buyer hereby consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Company may, in its sole discretion, refuse to distribute Tokens to Buyer until such requested information is provided.
Section 4.2 Taxes. Buyer shall be solely responsible for compliance with any tax obligations arising from the purchase or receipt of Tokens. Company shall bear no liability or responsibility with respect to any tax obligation of Buyer in respect of the purchase and receipt of any Tokens. Section
4.3 Liability. With the exception of the liability accepted by the Company in Section 1.4 with respect to Tokens held in escrow by Company as set out in Section 1.4, Company shall bear no liability or responsibility with respect to any monetary or non-monetary losses due to breach of data security or data privacy in relation to the Project, Token Sale, or this Agreement.
REPRESENTATIONS AND WARRANTIES
Section 5.1 Buyer Representations and Warranties. Buyer represents and warrants to Company that as of the Effective Date:
(a) Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase Tokens, and to carry out and perform its obligations under this Agreement. (i) If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase Tokens. (ii) If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
(b) No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (i) any provision of Buyer’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (iii) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (iv) any laws, regulations or rules applicable to Buyer.
(c) No Consents or Approvals. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than Buyer.
(d) Buyer Status. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.
(e) Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of Tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Tokens, and liability to the Company Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase Tokens.
(f) Funds; Payments. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing.
(g) No Investment. Buyer is not participating in the Token Distribution or purchasing Tokens for investment purposes.
(h) No Speculation. Buyer is not purchasing Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
(i) Miscellaneous Regulatory Compliance.
(A) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer has complied with all anti-money laundering and counter-terrorism financing requirements.
(B) Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
Section 5.2 No Company Representations or Warranties.
(a) COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.
(b) WITH RESPECT TO THE TOKENS, THEIR UTILITY AND THE ABILITY OF ANYONE TO PURCHASE OR USE THE TOKENS, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
(c) COMPANY PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES THAT THE PROCESS OF PURCHASING OR RECEIVING THE TOKENS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE TOKENS ARE RELIABLE OR ERROR-FREE.
BUYER ACKNOWLEDGMENTS AND CONSENTS
Section 6.1 Agreement. Buyer acknowledges and understands that Buyer has read in full and understands this Agreement and the terms and conditions to which Buyer is bound.
Section 6.2 White Paper. Buyer acknowledges and understands that it has read and under
Section 6.3 Procedures for Purchase. By purchasing Tokens, Buyer acknowledges, understands the procedures set forth in this agreement for purchasing Tokens. Buyer acknowledges and understands that: (a) failure to follow such procedures will result in Buyer’s failure to receive Tokens and (b) Buyer will lose some or all of the amounts paid for Token and (c) the receipt or purchase of Tokens through any other means is not sanctioned or agreed to in any way by Company
Section 6.4 Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the Tokens may be utilized by Company in its sole discretion, as described, but not limited to, the purposes outlined in the White Paper.
Section 6.5 Not an Offering of Investment, Securities, Commodities, or Swaps. Buyer acknowledges and understands that:
(a) the sale of Tokens and the Tokens themselves are not investments, currencies, securities, commodities, swaps on a currency, security or commodity, or a financial asset or instrument of any kind;
(b) purchases and sales of Tokens are not subject to the protections of any laws governing those types of financial instruments; and
(c) this Agreement and all other documents referred to in this Agreement, including the White Paper, do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a currency, a security, commodity, or a swap on either a security or commodity or a financial asset or instrument of any kind.
BUYER ACKNOWLEDGEMENTS OF RISKS
TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the Tokens (including those not discussed herein), all of which could render the Tokens worthless or of little value:
Section 7.1 Basis for Purchase. Purchasing Tokens is at Buyer’s sole risk and that the Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company. Buyer must rely on its own examination and investigation thereof.
Section 7.2 No Rights, Functionality or Features. Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Project.
Section 7.3 Project. Tokens may not be usable on the Project and do not entitle Buyer to anything with respect to the Project.
Section 7.4 Purchase Price Risk. There are no guarantees as to the price of Tokens purchased by Buyer and no guarantees that the price per Token determined by the market will be equal to or higher. There is the possibility that the price per Token may fall below the price paid by initial buyers of Tokens during the initial distribution period. Company reserves the right to change the duration of any timeframe for the distribution of Tokens, including, without limitation, the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.
Section 7.5 Blockchain Delay Risk. On the ETH Blockchain Protocol, transactions may not be recorded in the last-closed ledger until the transaction has been ratified through the ETH consensus algorithm. Timing of ratification may occur at random times.
Section 7.6 ETH Consensus Ledger. Transactions on the ETH Consensus Ledger may be delayed or lost due to operational error or malicious attacks by third parties. Buyer acknowledges and understands that the last-closed ledger may not include Buyer’s transaction when Buyer wants or expects and that Buyer’s transaction may be excluded or discarded entirely.
Section 7.7 Operational Error. Buyer may never receive Tokens and may lose the entire amount Buyer paid to Company for such Tokens as a result of interruptions and operational errors in the process of purchasing or receiving the Tokens.
Section 7.8 Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in Tokens at any time, or for the price Buyer paid due to (a) diminution in value of the Tokens; (b) lack of liquidity for the Tokens; or (c) Company imposing restricts on the transferability of the Tokens.
Section 7.9 Token Security. Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with 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 ETH 10 Blockchain Protocol rests on open source software and Tokens are based on open source software, there is the risk that ETH Blockchain Protocol may contain intentional or unintentional bugs or weaknesses which may negatively affect the Tokens or result in the loss of Buyer’s Tokens, the loss of Buyer’s ability to access or control Buyer’s Tokens or the loss of any other assets in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of Tokens are not guaranteed any remedy, refund or compensation.
Section 7.10 Access to Private Keys. Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing Tokens may result in loss of such Tokens, access to Buyer’s Token balance or any balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s Tokens. Company is not responsible for any such losses.
Section 7.11 New Technology. The Project and all of the matters set forth in the White Paper are new and untested. The Project might not be capable of completion, implementation or adoption. Even if the Project is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the Project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Tokens and the Project may become outdated.
Section 7.12 Tax Consequences. The purchase and receipt of Tokens may have tax consequences for Buyer. Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations.
Section 7.13 Reliance on Third-Parties. Even if completed, the Project may rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Project.
Section 7.14 Failure to Map a Public Key to Buyer’s Account. Failure of Buyer to map a public key to Buyer’s account may result in third parties being unable to recognize Buyer’s Token balance on the ETH Blockchain Consensus Ledger.
Section 7.15 Exchange & Counterparty Risks. If Buyer chooses to maintain or hold Tokens through a third party, Buyer’s Tokens may be stolen or lost. In addition, third parties may not recognize Buyer’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the Project. Buyer holds Tokens through a third party at Buyer’s own and sole risk.
Section 7.16 Changes to the Project. The Project is still under development and may undergo significant changes over time. Although Company intends for the Project to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, any of which may mean that the Project does not meet Buyer’s expectations. As a result: (a) the Project may never be completed; (b) the Project may not be completed as initially proposed by Company, and in a different or 11 modified form; (c) a blockchain utilizing or adopting features of the Project may ever be launched; and (d) a blockchain may never be launched with or without changes to the Project.
Section 7.17 Project Completion. The development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
Section 7.18 Lack of Interest. Even if the Project is finished, launched and adopted, the ongoing success of the Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.
Section 7.19 Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Tokens in various ways, including, for example, through a determination that Tokens are regulated financial instruments that require registration. Company may cease the distribution of Tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
Section 7.20 Risk of Government Action. The industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens or the development of the Project.
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Company. Company shall not be liable to Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including damages for lost profits, goodwill, use or data), even if and notwithstanding the extent to which Company has been advised of the possibility of such damages. Buyer agrees not to seek any refund, compensation or reimbursement from a Company Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement. Company is not and shall not be responsible for or liable for the market value of Tokens, the transferability or liquidity of Tokens or the availability of any market for Tokens through third parties or otherwise
Section 8.2 Damages. Under no circumstances shall the aggregate joint liability of the Company Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
Section 8.3 Force Majeure. Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
Section 8.4 Release. To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.
Section 8.5 Indemnification.
(a) To the fullest extent permitted by applicable law, Buyer shall indemnify, defend and hold harmless and reimburse Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Company arising from or relating to: (i) Buyer’s purchase or use of Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
(b) Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
Section 9.1 Informal Dispute Resolution. Buyer and Company shall cooperate in good faith to resolve any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.
Section 9.2 Binding Arbitration. In the event a Dispute cannot be resolved in accordance with Section 9.1, any Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer shall be responsible for their respective attorneys’ fees and expenses.
Section 9.3 No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Buyer and Company and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Section 10.1 Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Hong Kong SAR.
Section 10.2 Assignment. Buyer shall not assign this Agreement without the prior written consent of Company. Any assignment or transfer in violation of this Section 10.2 shall be null and void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, shall be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
Section 10.3 Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Company about the Tokens or the Project.
Section 10.4 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Section 10.5 Termination of Agreement; Survival. This Agreement shall terminate upon the completion of all sales in the Token Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 shall continue to apply in accordance with their terms.
Section 10.6 No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement shall not constitute a present or future waiver of such right or provision, nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
Section 10.7 No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement shall not create any third party beneficiary rights in any person.
Section 10.8 Electronic Communications. Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer 15 pursuant to this Agreement or in connection with or related to Buyer’s purchase of Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.