Date : 26/01/2019
Please read carefully and entirely this token sale agreement ( hereinafter « Agreement ») before purchasing Fieldcoin tokens (FLC). If you do not agree with the terms of this Agreement, do not purchase Fieldcoin tokens (FLC). By purchasing Fieldcoin tokens (FLC) during the Pre-Sale or the Public Sale you will be bound by the terms of this Agreement.
This Token Sale Agreement is entered into by and among you or the entity that you represent (“Buyer” or “You”) and FIELDCOIN LIMITED (“Company”), a company established and existing under the laws of England and Wales, with its registered office at 71-75 SHELTON STREET, COVENT GARDEN, LONDON, WC2H 9JQ UNITED KINGDOM, registered with the Registrar of Companies for England and Wales under Company number 11354660. Buyer and Company are herein individually referred to as a “Party” and collectively, as the “Parties”.
WHEREAS, Company is building and developing an ecosystem to make agricultural lands easier to trade and manage by using blockchain technology ; and
WHEREAS, Company will issue ERC 20 tokens called Fieldcoin tokens (FLC) which will be used as utility token and instrument of transaction inside the Fieldcoin’s ecosystem ; and
WHEREAS, Buyer wants to purchase Fieldcoin tokens (FLC) pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, Company and Buyer hereto hereby agree as follows :
I. SALE OF FIELDCOIN TOKENS (FLC)
1. From 4 february 2019 to 12 february 2019, Company will conduct a Pre-sale of the Fieldcoin tokens (FLC).
2. From 2 april 2019 to 2 October 2019, Company will conduct a Public sale of the Fieldcoin tokens (FLC).
3. Payment for Fieldcoin tokens (FLC) shall be made, at Buyer’s discretion either in FIAT Currency by wire transfer to the account the details of which will be available on demand by email to the company (or displayed in the sign in page) or in Cryptocurrency (BTC or ETH, LTC, USDT,XLM, ZEC) by transfer to the Company’s Cryptocurrency wallet address the details of which will be available on the Company’s sign in page.
II. PURCHASE PRICE AND PAYMENT AND OTHER CONDITIONS
1. By signing this Agreement and/or by buying Fieldcoin tokens (FLC) hereunder, Buyer expressly accepts all terms and conditions described herein and agrees to be bound thereby and comply therewith.
2. The purchase price of the Fieldcoin tokens (FLC) is 0.05 USD (zero point zero five US Dollars) per token.
3. The minimum purchase amount of Fieldcoin tokens (FLC) accepted on Pre-sale is 100 USD (a hundred US Dollars) and Public sale is 100 USD (a hundred US Dollars).
4. Company will issue a total supply of 1.000.000.000 (one billion ) Fieldcoin tokens (FLC).
5. 790.000.000 (seven hundred and ninety million) Fieldcoin tokens (FLC) will be available for sale.
6. 1.000.000 USD (one million US Dollars) worth of Fieldcoin tokens (FLC) will be available during the Pre-sale.
7. Company provides 100 % bonus during the Pre-sale. Each Buyer who purchases Fieldcoin tokens (FLC) during the Pre-sale shall get the bonus.
8. Soft cap. Soft cap constitutes 3.000.000 USD (Three million US Dollars).
9. In case the Soft cap is not reached after the end of the FCO, the token sales will continue indefinitely until the soft cap is reached. The project will continue whatever is the outcome of the token sales.
10. Hard cap. Hard cap constitutes 31.000.000 USD (thirty-one million US Dollars) and means the maximum amount of funds to raise during the Field Coin Offering.
11. To purchase Fieldcoin tokens (FLC), Buyer shall send ETH in the amount which is equivalent to the amount of Fieldcoin tokens (FLC) Buyer is willing to receive for such payment to the ETH-Wallet Smart Contract of the ICO. In the case that the payment is made with FIAT CURRENCIES (USD/EUR/GBP), Company will provide the Buyer with the invoice and relevant banking details. In case the payment is made in BTC and in other accepted cryptocurrencies, a specific address will be disclosed to the buyer.
12. All the purchased fieldcoin tokens (FLC) will be locked up during the sale periods. Fieldcoin tokens (FLC) will only be unlocked after the end of the Public sale.
III. USE OF FIELDCOIN TOKENS (FLC) AND LEGAL STATUS OF FIELDCOIN TOKENS
1. Buyer understands and accepts that Fieldcoin tokens (FLC) will be used as utility tokens and as a means to obtain the Services as it is strictly described in the White Paper.
2. Buyer expressly agrees that Fieldcoin tokens (FLC) are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be commodity or any other kind of financial instrument, do not represent any share, stake, security or equivalent rights, including, but not limited to, any right to receive future revenue shares and intellectual property rights, and do not represent any ownership right.
3. The purchase of Fieldcoin tokens (FLC) :
a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
b) is not a loan to Company; and
c) does not provide Buyer with any ownership or other interest in Company.
4. Company has prepared a Whitepaper and a Technical paper to describe all the aspects related to its ecosystem. However, Company’s Whitepaper shall in no way be deemed as constituting a legally binding agreement, contract, between Company and Buyer. This Agreement entirely regulates relations between the Parties and overrides any prior negotiations or otherwise implied terms of cooperation between the Parties.
IV. TOKEN SALE PROCEDURE
1. Substantial information about the Fieldcoin tokens (FLC) sale procedures will be provided to Buyer.
2. Buyer acknowledges that he/she understands and has no objection to such procedures and specifications.
3. The Buyer acknowledges that he/she understands that the failure to use the official Website and follow the defined procedures may result in Buyer not receiving any Fieldcoin tokens (FLC).
4. The purchase of Fieldcoin tokens (FLC) through any other means are not sanctioned or agreed to in any way by Company.
5. Buyer should take great care to ensure that the website used to purchase Fieldcoin tokens (FLC) has the following Universal Resource Locator (URL): https://fieldcoin.io
V. SECURITY OF BUYER’S FIELDCOIN TOKENS
1. Buyer consents that he/she will implement reasonable and appropriate measures designed to secure access to:
a) any device associated with Buyer and utilized in connection with Buyer’s purchase of the Fieldcoin tokens (FLC);
b) private keys to Buyer’s wallet or account; and
c) any other username, passwords or other login or identifying credentials.
2. In the case that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s Tokens and/or access to Buyer’s account.
3. Company has no obligation to recover any tokens and Buyer acknowledges, understands and agrees that all purchases of tokens are non-refundable and Buyer will not receive money or other compensation for any tokens purchased.
VI. PURCHASE LIMITATIONS
1. The Fieldcoin tokens (FLC) are not intended to be marketed or sold to participants in the following jurisdictions : United States of America, China, Malaysia.
2. Buyer confirms that he/she is not a citizen or permanent resident of the United Stated of America, China, Malaysia, and has no primary residence or domicile in the United States of America, China, Malaysia, or in any territory of these countries.
3. Buyer confirms that the owners or beneficiaries of the company on behalf of which he/she is acting are not citizens or permanent residents of the United States of America, China, Malaysia, and have no primary residence or domicile in the United States of America, China, Malaysia, or in any territory of these countries.
4. By signing this Agreement and/or by buying Fieldcoin tokens (FLC) hereunder, Buyer represents and warrants that Buyer does not violate the laws of his/her country and the territory where he/she is located.
5. Company will refuse transactions with any person identified as citizen or permanent resident of prohibited jurisdictions.
6. Buyer understands and agrees that it is Buyer’s obligation to ensure compliance with any legislation relevant to Buyer’s country of domicile concerning the use of Company’s web site (www.fieldcoin.io).
VII. PAYMENT OF TAXES
1. The purchase price that Buyer pays for the Fieldcoin tokens (FLC) is exclusive of all applicable taxes. Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the Fieldcoin tokens (FLC), including sales, use, value added, and similar taxes.
2. Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes arising from the purchase of the Fieldcoin tokens (FLC) to the appropriate tax authorities.
3. Company bears no liability or responsibility with respect to any tax consequences to Buyer arising from the purchase of the Fieldcoin tokens (FLC).
VIII. KNOW YOUR CUSTOMER, ANTI-MONEY LAUNDERING AND ORIGIN OF BUYER’S FUNDS
1. Company reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on Buyers if deem necessary or it becomes required by the applicable laws.
2. Upon Company’s request, Buyer shall immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Company may, in its sole discretion, refuse to distribute Fieldcoin tokens (FLC) to Buyer until such requested information is provided.
3. Company reserves the right to refuse or reject the offer on acquisition of the Fieldcoin tokens ( FLC) from Buyer that, according to the information available to Company, is suspected in receiving the funds used for the Fieldcoin tokens (FLC) purchase or in using the Fieldcoin tokens or the www.fieldcoin.io web site, with the aim of money laundering, terrorism financing, or any other illegal activity. In addition, Company has the right to use any possible efforts for preventing the money laundering and terrorism financing.
4. Buyer cannot purchase Fieldcoin tokens (FLC) without successful completing AML/KYC Policy. If Buyer fails to complete AML/KYC requirements, he/she will not be able to receive purchased Fieldcoin tokens. Only if AML/KYC procedure would be successful, Buyer would be a lawful holder of Fieldcoin tokens (FLC). Company is not liable for the inability of Buyer to receive or use Fieldcoin tokens (FLC) because of Buyer’s failure to follow any of the requirements and procedures of Company or due to any possible misrepresentations of Buyer and shall not make any refunds of prior purchase. In case Buyer doesn’t complete the KYC, Buyer is not entitled to receive its tokens even if they are already purchased. Buyer also acknowledges that no refund will be given in case no KYC has been completed. If KYC has been completed, without following Fieldcoin’s KYC provider requirements, it will be considered as uncompleted and no refund will be made. Also when KYC has been completed but the Buyer is clearly trying to overpass the rules of the token sales contract, for example if the Buyer is a Chinese or US national or resident, no refund will be made to the Buyer. However, in some exceptional cases, if the Buyer show proof of good faith in the completion of the KYC, and the KYC is rejected, Fieldcoin can decide to refund the Buyer after proper investigation.
5. The funds, including any FIAT or cryptocurrency, Buyer uses to purchase Fieldcoin tokens (FLC) are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the Fieldcoin tokens (FLC) to finance, engage in, or otherwise support any unlawful activities. Buyer agrees to hold Company harmless of any investigation or proceedings related to the origin of Buyer’s funds transferred to Company in the course of Fieldcoin tokens ( FLC) acquisition.
6. Buyer will be allowed to make the KYC during the ICO and has 1 month after the end of the ICO to complete the KYC. If Buyer does not make the KYC 1 month after the ICO, the purchased token will not be received or refunded.
IX. REFUND, CANCELLATIONS AND REPAYMENT
1. Buyer acknowledges and accepts that following the completion of the Public Sale, Company is entitled to use received payments to finance the Company’s operational activities, development and marketing.
2. To the extent allowable pursuant to applicable law, Buyer’s purchase of Fieldcoin tokens (FLC) from Company is final .No refunds and/or cancellations are applicable to Pre-Sale and Public Sale, unless otherwise specified in this Agreement.
X. TRADE OF FIELDCOIN TOKENS ON SECONDARY MARKETS
1. Fieldcoin tokens (FLC) may be sold and transferred by Buyer at any time after Public Sale ends via cryptocurrency exchanges at his/her own risk and without any interference of Company, provided that Fieldcoin tokens (FLC) are listed on any of the cryptocurrency exchanges.
XI. REPRESENTATIONS AND WARRANTIES OF BUYER
By purchasing Fieldcoin tokens (FLC), Buyer represents and warrants to Company that:
1. 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.
a) If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase tokens.
b) If a legal entity, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
2. 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:
a) any provision of Buyer’s organizational documents, if applicable;
b) 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;
c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or
d) any laws, regulations or rules applicable to Buyer.
3. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.
4. 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 Fieldcoin tokens (FLC), 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 Company 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.
1. Buyer expressly acknowledges, understands and agrees that Buyer is purchasing the Fieldcoin tokens (FLC) at the Buyer’s sole risk and that the Fieldcoin tokens (FLC) are acquired on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
2. Company expressly disclaims all express and implied warranties and representations as to the Fieldcoin tokens (FLC). Company does not make any representations or warranties, express or implied, including:
a) any warranties and representations with respect to the content, information, data, availability, uninterrupted access, Services, or products provided through or in connection with the fieldcoin tokens (FLC) and the Website;
b) any warranties and representations that the Website www.Fieldcoin.io or the server that makes it available are free of viruses, worms, trojan horses or other harmful components;
c) any warranties and representations that the Website, its content and any Services or products provided through it are error-free or that defects in the Website, its content or the Services or products will be corrected;
d) any warranties and representations of title or merchantability or fitness for a particular purpose with respect to the fieldcoin tokens (FLC) or their utility, or the ability of anyone to purchase or use the Fieldcoin tokens (FLC);
e) any warranties and representations of non-infringement.
1. 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. By buying Fieldcoin tokens (FLC), Buyer represents/warrants and accepts :
a) that Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software and Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses that 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 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.
b) that the Fieldcoin concept is still in a development stage and is yet to be proven. Thus, there is no warranty that the process of issuing Fieldcoin tokens (FLC) will be uninterrupted or error-free and there is an inherent risk that the Fieldcoin website might contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of funds and/or Fieldcoin tokens (FLC).
c) that tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet 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 storing Tokens will result in loss of such Tokens, access to Buyer’s Token balance and/or any initial 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 service Buyer uses, may be able to misappropriate Buyer’s Tokens. Company is not responsible for any such losses.
d) that the Blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing Blockchain technology-based applications, which may be contrary to the current setup of the Fieldcoin project and which may ,inter alia ,result in substantial modifications of the Fieldcoin project and/or the Fieldcoin token (FLC) protocol, including its termination and the loss of Fieldcoin tokens (FLC) for Buyer.
e) that there is always a possibility of change of token sale regulations across the world, including, but not limited to, possibility of token sales’ ban in particular jurisdictions, and thus Company cannot be responsible for these regulatory changes, as well as cannot guarantee any refunds and cancellations in such event.
f) that the regulatory status of tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. 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 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 or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
g) that 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 and/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.
XIV. LIMITATION OF LIABILITY AND INDEMNIFICATION
1. 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 Company, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
2. To the fullest extent permitted by applicable law, in no event will the aggregate liability of Company, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, for damages of any kind under this Agreement exceed the amount received by Company from Buyer.
3. Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
If an event of force majeure occurs, the party injured hereto by the other’s inability to perform may elect to suspend this Agreement, in whole or part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
4. To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, and/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.
5. To the fullest extent permitted by applicable law, Buyer will 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:
a) Buyer’s purchase or use of Fieldcoin tokens;
b) Buyer’s responsibilities or obligations under this Agreement;
c) Buyer’s breach of or violation of this Agreement;
d) any inaccuracy in any representation or warranty of Buyer;
e) Buyer’s violation of any rights of any other person or entity; and/or
f) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
Company reserves the right to exercise sole control over the defence, at Buyer's expense, of any claim subject to indemnification under this section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
XV. APPLICABLE LAW AND DISPUTE RESOLUTION
1. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the United Kingdom, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
2. Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined below.
3. Any Dispute not resolved within 90 days as set forth above shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be three. Each party hereto shall nominate one arbitrator. In the event that either of the two parties hereto fails to nominate an arbitrator within 30 days after the commencement of the arbitration proceedings, then the London Court of International Arbitration shall nominate an arbitrator on behalf of the party or parties hereto which have failed to nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the two party-nominated arbitrators within 30 days of the last of their appointments.
4. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). Company and Buyer will each pay their respective attorneys’ fees and expenses.
5. Any dispute arising out of or related to this Agreement is personal to Buyer and Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
1. Assignment. Buyer shall not assign this Agreement without the prior written consent of Company. Any assignment or transfer in violation of this article will be void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
2. Entire Agreement. This Agreement, including any 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.
3. 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.
4. Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on its Website. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
5. Termination of Agreement; Survival.
a) In the event that Buyer has made payment in full and Company determines, in its sole discretion, that this Agreement constitutes a security or other form of financial instrument subject to regulation by any Governmental Authority, Company may immediately terminate this Agreement. Upon such termination, Buyer will not receive any Tokens, and Company shall reimburse Buyer an amount equivalent to 80% of the market price in ERC721 LANDS tokens.
b) Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon any such termination, Buyer shall not be entitled to receive any Tokens and Company shall refund to Buyer 50% of the Purchase Price, provided that the funds are not subject to Sanctions. Buyer shall not be entitled to any other recourse.
c) This Agreement shall otherwise terminate upon the completion of all sales in the Token Distribution.
d) Upon termination of this Agreement, all of Buyer’s rights under this Agreement immediately terminate.
6. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement will 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.
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 does not create any third party beneficiary rights in any person.
8. Electronic Communications. Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer 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.