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 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
2.2. Pre-registration and KYC checks


3.1. Seller of Tokens and OpCo
3.2. Tokens
3.3. Company’s Use of Proceeds
3.4. Cancellation/Refunds
3.5. Not an Offering of Securities, Commodities, or Swaps
3.6. Not an Investment
3.7. Additional Information



5.1. No Claim, Loan or Ownership Interest
5.2. Intellectual Property


7. Disclaimer

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.


8.1 Representations and warranties
8.2. Acknowledgments


9.1. Limitation of liability
9.2. Force Majeure
9.3. Indemnification


10.1. Informal Dispute Resolution
10.2. Binding Arbitration
10.3. No Class Arbitrations, Class Actions or Representative Actions


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.