VENA Token PURCHASE AGREEMENT
TERMS AND CONDITIONS
This Agreement (which includes these Terms and Conditions) shall be effective and binding on the Parties when Buyer: (a) registers or signs up to participate in the ITO on the official http://www.vena.network/ website (the “Website”); or, if earlier (b) upon OpCo (as defined below) or Company’s receipt of payment from Buyer for Tokens. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
2.1. Excluded Jurisdictions and Sanctioned Parties
The Tokens are not being offered to:
(“Restricted Persons”). Restricted Persons should not attempt to, directly or indirectly, participate in the ITO or purchase any Tokens.
- citizens or residents of or entities formed or incorporated in any of the excluded countries set out in Exhibit 2 of these Terms and Conditions; and
- any person or entity subject to trade control or sanctions restrictions under lists maintained by the United States, the European Union, the United Nations, or other countries, including, but not limited to, the EU list of sanctioned parties, the U.S. lists of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders, Denied Parties, Debarred Parties, the U.S. Entities Lists, sanctioned parties under the U.S. State Department's Nonproliferation Sanctions programs, and equivalent lists of restricted or prohibited parties maintained under applicable laws of other countries (a “Sanctioned Person”),
- Company is not bound by this Agreement (or any smart contract related to this Agreement) if this Agreement has been entered into by a Restricted Person as Buyer or Buyer has entered into this Agreement or has purchased Tokens on behalf of a Restricted Person. Company may take all necessary and appropriate actions, in its sole discretion, to invalidate or terminate this Agreement, including referral of information to the appropriate authorities.
- Token purchase requests by or on behalf of a Restricted Person may be refused or cancelled by Company or OpCo at any time in its sole discretion. Any payments (whether by ETH, BTC, fiat currency or otherwise) made by or on behalf of a Restricted Person for the purchase of Tokens may, in Company’s or OpCo’s sole discretion, not be refunded or if refunded may be subject to an administrative fee to be determined by OpCo or Company.
- The sale of the Tokens in certain jurisdictions may be restricted by law. Accordingly, the Tokens may not be offered or sold, directly or indirectly, in any jurisdictions, except in accordance with the legal requirements applicable in such jurisdiction. Buyers shall inform themselves as to the legal requirements within their own countries for the purchase of Tokens and to any taxation or exchange control legislation applicable to them.
2.2. Pre-registration and KYC checks
- To participate in the ITO, Buyers are required to pre-register at the Website to apply for inclusion in the Vena Token ITO whitelist (“Whitelist”). Unless otherwise agreed by the Company, Buyers will only be able to purchase Tokens if Buyer has been included in (and has not subsequently been removed from) the Whitelist and meets the other eligibility requirements.
Personal information of Buyer which may be required for the pre-registration, shall include (but is not limited to):
- Full name;
- Country of residence;
- Copy of passport, identity card or alternative government issued identification which is acceptable to Company;
- Email address;
- Residential address proof (e.g. bank statement or utility bill which is not older than 3 months);
- Statement on source of funds;
- Ethereum wallet address or any other wallet address as may be requested by Company or OpCo;
- Certificate of incorporation;
- ACRA bizfile (or equivalent company search showing the name of the company and its list of shareholders and directors);
- Copy of passport/NRIC and residential address proof of each director and individual shareholder;
- Statement by each shareholder on source of funds;
- (a) to (e) above (or its foreign equivalent) for each corporate shareholder;
- Authorised representative;
- Email address of authorised representative;
- Ethereum wallet address or any other wallet address as may be requested by Company or OpCo;
Company or OpCo shall review each Buyer’s pre-registration information in accordance with Company’s Know-Your-Client (“KYC”) policies and reserves the right to request for further information which Company or OpCo, in its sole discretion, deems necessary for purposes of its KYC policies.
Company or OpCo reserves the right to reject any application for inclusion in the Whitelist or remove a Buyer from the Whitelist for any reason whatsoever, including but not limited to the insufficiency of and/or failure to provide satisfactory identification or information for the purposes of with Company’s KYC policies, Buyer is a Restricted Person, if Company or OpCo considers a Buyer’s domicile to present a heightened risk of the Tokens being acquired by persons or from funds associated with or for purposes of illegal or illicit activities or it is illegal or not permissible to sell the Tokens to a Buyer under applicable laws or regulations.
Once a Buyer has been approved for inclusion in the Whitelist, an email will be sent to Buyer’s email address (“Confirmation Email”) containing a confirmation of Buyer’s registration and inclusion in the Whitelist. If KYC is passed, an email comprising of a how to guide will be sent to the Buyer with instructions for the transfer of virtual currencies (ETH). More detailed instructions shall be contained in that email.
Any third party that gains access to a Confirmation Email may be able to gain access to the Buyer’s wallet information. Buyer must take care not to respond to any inquiry regarding their purchase of Tokens, including but not limited to, email requests purportedly coming from Company or similar looking domain.
3. SALE OF TOKENS
3.1. Seller of Tokens and OpCo
- The seller of the Tokens is the Company. The Company may appoint other entities to manage the ITO in Singapore and elsewhere and develop the Platform (each an “OpCo”).
- Details of the ITO (including duration, price, delivery and token allocation) are set out in Exhibit 1 of these Terms and Conditions.
3.3. Company’s Use of Proceeds
- Buyer acknowledges and understands that (notwithstanding the indicative funds distribution set out in the White Paper) the proceeds from the sale of the Tokens will be utilized by the Company and/or the OpCo in its sole discretion.
- Subject to Clauses 2.1(c) and 3.4(b) below, all Token purchases are final and there are no refunds or cancellations.
- Company or OpCo reserves the right to refuse or cancel Token purchase requests at any time in its sole discretion.
3.5. Not an Offering of Securities, Commodities, or Swaps
- The sale of Tokens and the Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. 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 security, commodity, or a swap on either a security or commodity.
3.6. Not an Investment
- Tokens are not designed to be acquired for investment purposes or in expectation of profits and should not be considered as a type of investment.
3.7. Additional Information
- Upon Company’s or OpCo’s request, Buyer will immediately provide to Company or OpCo such information and documents that Company or OpCo, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process as well as requests from law enforcement agencies and regulators. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company or OpCo disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company or OpCo may refuse to distribute Tokens to Buyer until such requested information is provided.
- Buyer is responsible for implementing 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 may lose all of Buyer’s Tokens and/or access to Buyer’s account. Company or OpCo is under 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.
5. NO OTHER RIGHTS CREATED
5.1. No Claim, Loan or Ownership Interest
- The purchase of and ownership of Tokens: (a) does not provide Buyer with rights of any form with respect to Company, OpCo or Company or OpCo’s 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 or OpCo; and (c) does not provide Buyer with any ownership or other interest in Company, OpCo or the Platform.
5.2. Intellectual Property
- Company and OpCo retains all right, title and interest in all of Company’s and OpCo’s respective intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark. Buyer may not use any of Company’s or OpCo’s intellectual property for any reason without Company’s or OpCo’s respective prior written consent.
- Buyer acknowledges, understands and agrees that: (a) any amounts paid by Buyer for Tokens are exclusive of all applicable taxes (including sales, use, value added and similar taxes); (b) the purchase and receipt of Tokens may have tax consequences for Buyer and Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations arising from Buyer’s purchase of Tokens; and (c) Company and OpCo bear no liability or responsibility with respect to any tax consequences to Buyer.
7.1. Buyer agrees that the Buyer is purchasing the Tokens at Buyer’s own risk and the Tokens are provided on an “as is” basis. Company and OpCo do not make any representations or warranties, express or implied, including without limitation, any warranties of title, non-infringement, or implied warranties of merchantability, fitness for a particular purpose, usage or suitability, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent with respect to the Tokens or their utility, or the ability of anyone to purchase or use the Tokens.
7.2. Without limiting the foregoing, Company and OpCo do not represent or warrant that the process of purchasing the Tokens or receiving the Tokens will be uninterrupted, error-free or free of viruses or other harmful components or that the Tokens are reliable, error-free, meet the Buyer’s requirements or that defects in the Tokens will be corrected.
7.3. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company or OpCo that: (a) Tokens will be listed for trading on any exchange; (b) the Platform can be successfully implemented as described in the White Paper; or (c) the Platform will be adopted as described in the White Paper and not in a different or modified form.
8. REPRESENTATIONS, WARRANTIES and acknowledgements OF BUYER
8.1 Representations and warranties
Buyer represents and warrants that:
- Buyer has read, understood and accepts these Terms and Conditions (including all Exhibits of these Terms and Conditions);
Buyer has all requisite capacity, power and authority to execute and deliver this Agreement, purchase Tokens, and to carry out and perform its obligations under this Agreement. Buyer’s entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement, including its purchase of the Tokens, is not prohibited or restricted by the applicable laws, regulations or rules in Buyer’s jurisdiction or country of residence, and where any restrictions in relation to the aforementioned are applicable, Buyer:
- has observed and complied with all such applicable laws, regulations and rules in Buyer’s jurisdiction or country of residence at Buyer’s own and sole expense; and
- accepts sole liability for any non-compliance with such applicable laws, regulations and rules in Buyer’s jurisdiction or country of residence;
- All actions, conditions and things required to be taken, fulfilled and done in order to enable Buyer to lawfully enter into, exercise its rights and perform and comply with its obligations imposed by this Agreement and to ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done;
- All Buyer obligations under these Terms and Conditions are valid, binding and enforceable on such Buyer in accordance with their terms;
- If Buyer is purchasing Tokens on behalf of any entity, Buyer is authorized to accept these Terms and Conditions on such entity’s behalf and that such entity will be responsible for breach of these Terms and Conditions by Buyer or any other employee or agent of such entity (references to “Buyer” in this Agreement refer to Buyer and such entity, jointly);
- Buyer has obtained its own independent legal, financial, tax or other professional advice before accepting this Agreement and purchasing the Tokens, or after having been advised to obtain its own independent legal, financial, tax or other professional advice, has in Buyer’s own discretion, knowingly and willingly elected not to do so;
- Buyer is not, nor any person having a direct or indirect beneficial interest in Tokens being acquired by Buyer, nor any person for whom Buyer is acting as agent or nominee in connection with Tokens is, a Restricted Person;
- The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase Tokens are not derived from (directly or indirectly ) or related to any unlawful activities or represent proceeds of crime for the purposes of any applicable laws or regulations, including but not limited to money laundering or terrorist financing, and Buyer will not use the Tokens to finance, engage in, or otherwise support any unlawful activities;
- None of the funds to be provided by Buyer to Company or OpCo are being tendered on behalf of a person or entity who has not been identified to Buyer, and Buyer will promptly notify Company or OpCo if Buyer discovers that any of such representations cease to be true, and will promptly provide Company and OpCo with all necessary information in connection therewith;
- To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements;
- Buyer has a sufficient understanding of financial, technical and business matters, including a sufficient understanding of cryptographic tokens and other digital assets, token storage mechanisms (such as token wallets), blockchain-based software systems and blockchain technology and smart contract technology to be able to evaluate the risks and merits of Buyer’s purchase of the Tokens, including but not limited to, the matters set forth in this Agreement (including these Terms and Conditions and its Exhibits), 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;
- Buyer is purchasing Tokens solely for the purpose of using the Tokens for its purposes and functionality as described in Exhibit 1 of these Terms and Conditions and is not purchasing Tokens for any other purposes including, but not limited to, any investment, speculative, immediate resale or other financial purposes. In particular, Buyer is not purchasing the Tokens for the purpose of exchanging one form of virtual currency for another, with the present intention of delivering the Tokens to another person, in a coordinated series of steps intended to complete a single transaction;
- All of the above representations and warranties, including all information provided by Buyer to Company or OpCo further to this Agreement are true, complete, accurate and non-misleading from the time of Buyer’s pre-registration (where applicable) and purchase of Tokens pursuant to this Agreement.
Buyer acknowledges and accepts that:
- There are restrictions and risks associated with purchasing Tokens, owning Tokens and using Tokens in the Platform including (but not necessarily limited to) the risks described in this Agreement and in particular Exhibit 3 of these Terms and Conditions and Buyer assumes all such risks;
- Buyer understands that the purchase and ownership of Tokens carries no rights, express or implied, other than the right to use the Tokens as a means to enable usage of and interaction with the Platform, if successfully completed and deployed. In particular, the Tokens do not represent or confer any other rights of any form with respect to Company, OpCo or the Platform, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary, or other financial or legal rights or interests (including all forms of intellectual property and interests in legal entities, unincorporated bodies, underlying securities, equity, shares or debentures). Buyer understands that the Tokens do not provide Buyer with a direct or indirect exposure to any underlying profits and/or losses, or assets and/or liabilities of Company, OpCo or the Platform. Furthermore, purchase of the Tokens does not automatically confer any rights to access or use services offered on the Platform and the use of the Platform shall, unless other specified in these Terms and Conditions, be subject to the terms and conditions governing the Platform;
- The White Paper is for information purposes only and is not a statement of future intent. The White Paper does not constitute or form part of any opinion on, any advice to buy or sell, or any solicitation of any offer to purchase any Tokens nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or any investment or purchase decision; and
- No regulatory authority in any applicable jurisdiction has examined or approved of the information set out in the White Paper and the publication, distribution or dissemination of the White Paper to you does not imply that any applicable laws, regulatory requirements or rules have been complied with.
9. LIMITATION OF LIABILITY; INDEMNIFICATION
9.1. Limitation of liability
- To the fullest extent permitted by applicable law, Buyer releases the Company and OpCo from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users of the Platform and the acts or omissions of third parties. Buyer further specifically acknowledges that Company and OpCo is not liable for the conduct of third parties, including other purchasers of the Tokens, and that the risk of purchasing and using the Tokens rests entirely with Buyer.
- To the fullest extent permitted by applicable law, Company and OpCo shall not be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of the Tokens or otherwise related to these terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
- To the extent permissible under applicable laws, in no event will the aggregate liability of Company and OpCo, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to this Agreement or the use of or inability to use the Tokens, exceed the sum of USD10.00 (United States dollars ten).
- Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in these Terms and Conditions may not apply to a Buyer. In particular, nothing in these terms shall affect the statutory rights of any purchaser or exclude death or personal injury arising from any wilful misconduct or fraud of Company.
- Buyer acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained in Clause 9 apply to any and all damages or injury whatsoever caused by or related to the use of, or inability to use, the Tokens or the Platform under any cause or action whatsoever of any kind in any jurisdiction.
9.2. Force Majeure
- Buyer understands and agrees that Company and OpCo shall not be liable and Company and OpCo disclaims all liability to Buyer in connection with any event beyond the reasonable control, directly or indirectly, of Company or OpCo, 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.
- To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company and OpCo from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Company or OpCo 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 from Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes wilful misconduct.
- Company and OpCo reserve the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under Clause 9.3. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company or OpCo.
10. DISPUTE RESOLUTION
10.1. Informal Dispute Resolution
- 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 in Clause 10.2 below.
10.2. Binding Arbitration
- Any Dispute not resolved within 90 days as set forth in Clause 10.1 shall be referred to and finally resolved by 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, which rules are deemed to be incorporated by reference into this clause, except as they may be modified herein or by mutual agreement of the Parties. The seat, or legal place, of arbitration shall be Hong Kong. The arbitral tribunal will consist of one (1) arbitrator who shall be selected by Company. 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”). 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.
10.3. 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 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.
11.1. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Hong Kong.
11.2. Buyer shall not assign this Agreement without the prior written consent of Company. Any assignment or transfer in violation of this Clause 11.2 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.
11.3. 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 or OpCo about the Tokens or the Platform.
11.4. 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.
11.5. Company may modify this Agreement at any time by posting a revised version on the Website. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement.
11.6. 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.
11.7. 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.
11.8. 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.
11.9. Save for OpCo, a person who is not a party to this Agreement shall have no right to enforce any of its terms.