COLOR Terms and conditions
PLEASE READ THE TERMS AND CONDITIONS SET OUT HEREIN CAREFULLY. THE Color Coin IS NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM OR A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF INVESTMENT IN ANY JURISDICTION. ALSO, THIS TERMS AND CONDITIONS DOES NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND IS NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM OR A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF INVESTMENT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THIS TERMS AND CONDITIONS. THE PROVISION OF THIS TERMS AND CONDITIONS DOES NOT GURENTEE THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH, SO THE COMPANY RECOMMAND YOU MUST REVIEW LEGAL COMPLIANCE OF THIS TERMS AND CONDITIONS IN PROPIRA PERSONA OR WITH YOUR LEGAL COUNSEL.
THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) THE PURCHASER. THIS DOCUMENT IS DIRECTED ONLY AT THE PURCHASER AND IS NOT INTENDED TO BE CIRCULATED, DISTRIBUTED OR PASSED ON, DIRECTLY OR INDIRECTLY, TO ANY OTHER CLASS OF PERSON. PERSONS WHO ARE NOT THE PURCHASER, INCLUDING THOSE WHO DO NOT HAVE SUCH EXPERIENCE IN SUCH MATTERS, SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON ITS CONTENTS.
Color Coin, a product of PAX DATATECH PTE. LTD.
Simple Agreement for Future Tokens(“SAFT”)
THIS CERTIFIES THAT in exchange for the payment by the undersigned purchaser (the “Purchaser”) of the “Purchase Amount”, on the Token Generation Event period, to Pax Datatech Pte. Ltd., or its nominee (the “Company”), in consideration, the Company hereby issues to the Purchaser the right (the “Right”) to certain units of Color Coin (the “Token” or “Color Coin”), subject to the terms set forth below.
“Dissolution Event” means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
“ETH” means the code referred to as “ether” used to operate applications on the ethereum blockchain.
“Malware” means any viruses, Trojans, worms, logic-bombs, keystroke loggers, spyware, adware, denial of service attacks, mining attacks or any other harmful programs, Macros, or similar computer code which is malicious or technologically harmful and is designed to damage or adversely affect the content, software or performance of any platform or the operation of any other computer software or hardware.
“Network address” means the Wallet address and the like that informed by the Purchaser to receive the tokens issued by the Company upon the Network Launch.
“Network Launch” means the earlier of the issuance and sale of Tokens by the Company to the general public in a publicized Token sale, or the issuance of Tokens to accredited investors, under the applicable laws, who have made prior payment for Tokens pursuant to a SAFT.
“SAFT” means an agreement, similar in form and content to this document, containing a future right to units of Tokens purchased by Purchasers, under which a significant portion of the amount raised will be used to fund the development of a blockchain platform (the “Color Platform”) that enables users to easily create decentralized applications.
- Network Launch. If there is a Network Launch before the expiration or termination of this SAFT, the Company will automatically issue to the Purchaser an aggregate number of units of the Token which can be purchased by the Purchase Amount, in accordance with the Token Price.
In connection with and prior to the issuance of Tokens by the Company to the Purchaser pursuant to this Section 2(a):
- The Purchaser will execute and deliver to the Company any and all other transaction documents related to the transaction, required under this SAFT, or otherwise reasonably requested by the Company, including verification of accredited investor status or non-U.S. person status under the applicable securities laws; and
- The Purchaser will provide to the Company a Wallet address for the Company to allocate Tokens issued to the Purchaser upon the Network Launch.
- Dissolution Event. If there is a Dissolution Event before this SAFT expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. Any distributed amounts shall be in ETH.
- Termination. This SAFT will expire and terminate upon the earlier of (i) the issuance of Tokens to the Purchaser pursuant to Section 2(a); or (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 2(b).
3. Purchase of Rights
- Due Diligence. As part of the Company’s due diligence procedure, the Purchaser will complete Registration & KYC, AML hereof to verify its identity and its accredited investor status. In addition to the information and documents required in Registration & KYC, AML the Purchaser will provide any further information or documents as reasonably requested by the Company from time to time.
- Payment Procedure. The Company will accept payment of the Purchase Amount under this SAFT in ETH. The Purchaser will make the required payment of the Purchase Amount to the Company in accordance with the procedures set forth hereof, which may be amended by the Company subject to prior notice to the Purchaser.
- Transfer of Payment. The Purchaser is solely responsible for ensuring that:
- the Purchase Amount is transferred to the correct network address, as may be notified to the Purchaser in writing by the Company, without errors; and
- the Purchaser transfers sufficient Purchase Amount to purchase the number of the Tokens the Purchaser wishes to purchase. The Purchaser shall bear any third party transaction fees that may be incurred in connection with the payment.
- No Refund. Unless otherwise stated herein, the Purchaser acknowledges and agrees that the payment of the Purchase Amount is final, irreversible and non-refundable. The Purchaser has no right to request a refund for any reason or to receive money or other compensation from the Company for the Right or any Token.
- Tax. Any amounts that the Purchaser pay for the Right are exclusive of all applicable taxes. The Purchaser is solely responsible for determining what, if any, taxes apply to the Purchaser’s purchase of the Right, including goods and services, sales, use, value added, and similar taxes. It is the Purchaser’s sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any taxes including goods and services, sales, use, value added, or similar tax arising from the Purchaser’s purchase of the Right.
- Cancellation. The Company reserves the rights to deny and invalidate the payments made by the Purchaser, and / or withhold the distribution of the Tokens to the Purchaser, if the Purchaser has, in the opinion of the Company, denied to provide information requested by The Company or made a false, incomplete or misleading representation.
- Force Majeure. The Company shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations, if due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control (including natural disasters, epidemics, acts of war or terrorism, acts of any government or authority, power failures, Malware, acts or defaults of the Ethereum network and / or any telecommunications network operator or carriers).
- Prohibition of purchase by minors. Minors under applicable laws may not directly or indirectly purchase tokens. Applicants who wish to purchase Color coins should accurately notify to the Company of his/her date of birth.
4. Company Representations
- The Company is a corporation duly organized, validly existing and in good standing under the laws of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
- The execution, delivery and performance by the Company of this SAFT is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This SAFT constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of
- its constitution,
- any material statute, rule or regulation applicable to the Company, or
- any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
- To the knowledge of the Company, the performance and consummation of the transactions contemplated by this SAFT do not and will not:
- violate any material judgment, statute, rule or regulation applicable to the Company;
- result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or
- result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or non-renewal of any material permit, license or authorization applicable to the Company, its business or operations.
- No consents or approvals are required in connection with the performance of the transactions contemplated by this SAFT, other than:
- the Company’s corporate approvals; and
- any qualifications or filings under applicable securities laws.
- To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others. Color Coin is not a proprietary trade name or trade mark of the Company.
5. Purchaser Representations, Warranties, Undertakings
- The Purchaser has full legal capacity, power and authority to execute and deliver this SAFT and to perform its obligations hereunder. This SAFT constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
- The Purchaser agrees and acknowledges the following:
- the Token itself does not constitute securities or debentures in any form in any jurisdiction;
- this SAFT does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, or any other form of investment, or a solicitation for any form of investment in any jurisdiction;
- no Token shall be construed, interpreted, classified or treated as enabling, or according any opportunity to, purchasers to participate in or receive profits, income, or other payments or returns arising from or in connection with the Color Platform, the Token, or products, or to receive sums paid out of such profits, income, or other payments or returns;
- no regulatory authority has examined or approved the SAFT, the white paper in relation to the Color Platform (the “White paper”), and the transactions which such documents relate to, no action has been or will be taken under the laws or regulatory requirements of any jurisdiction and the provision of this SAFT to the Purchaser and the entering into this SAFT by the Purchaser does not imply that the applicable laws or regulatory requirements have been complied with; and
- the Tokens are not to be construed, interpreted, classified or treated as:
- any kind of currency other than cryptocurrency;
- debentures, stocks or shares issued by any entity;
- rights, options or derivatives in respect of such debentures, stocks or shares;
- rights under a contract for differences or under any other contract with the purpose or pretended purpose to secure a profit or avoid a loss; or
- units or derivatives in a collective investment scheme or business trust, or any other type of securities.
- The Purchaser is purchasing this SAFT for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment, without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
- The Purchaser is not a citizen or resident of a geographic area in which the entering into this SAFT, the purchase, acceptance of delivery of the Tokens is prohibited by applicable laws or regulations, and where any restrictions in relation to the entry into the SAFT and the purchase, acceptance of delivery of the Tokens are applicable, the Purchaser has observed and complied with all such restrictions at the Purchaser’s own expense and without liability to the Company.
- Accredited Investor or Non-U.S. Investor
- For U.S. Persons or person who act on behalf of a U.S. Person. If the Purchaser is a "U.S. Person" as defined in Rule 902 of Regulation S of the Securities Act, then the Purchaser understands the definition of an "Accredited Investor" as defined in Rule 501(a) of Regulation D under the Securities Act, and represents that the Purchaser is an “Accredited Investor” and and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of Tokens to be made by it hereunder. the Purchaser understands that that the Purchaser will be required to provide documentation to the Company and/or their authorized agent(s) to verify the Purchaser's status as an "Accredited Investor" and failure to provide such documents will disqualify the Purchaser from purchasing Tokens and the Company will not accept subscriptions from the Purchaser who fail to verify their status as an "Accredited Investor".
- Non-U.S. Persons. If the Purchaser is not a person as described above, the Purchaser understands the definition of “U.S. Person” as defined in Rule 902 of Regulation S of the Securities Act and represents that the Purchaser is not a U.S. Person.
- The Purchaser represents and warrants that entering into the SAFT complies with applicable laws and regulations in the Purchaser’s jurisdiction including:
- legal capacity and any other threshold requirements in the jurisdiction for the purchase of the Tokens;
- any foreign exchange or regulatory restrictions applicable to such purchase; and
- any governmental or other consents that may need to obtained.
- The Purchaser is purchasing the Right solely on the basis of the White paper and neither the Company nor its representatives have made any representations of any nature to induce the Purchaser except as specifically set forth in the White paper. The Purchaser also acknowledges and agrees with the entirety of section 1 (Disclaimers) of the White paper.
- The Purchaser has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanism and other material characteristics of cryptocurrencies, blockchain based software systems, cryptocurrency wallets or other token storage mechanisms, blockchain technology and smart contract technology.
- The Purchaser will comply with any applicable tax obligations in the Purchaser’s jurisdiction arising from the purchase of the Right and / or the Tokens.
- The Purchaser will follow any instructions or procedures issued by the Company in relation to receiving the Tokens, the Purchaser understands that the failure to adhere to such instructions or procedures may lead to the Purchaser not being able to receive or gain access to the Tokens.
- The Purchaser enters into this SAFT with the predominant expectation that he, she or it, as the case may be, will profit upon the successful development of the Color Platform arising from the efforts of the Company and its employees to develop and market the Color Platform and related sale of the Tokens.
- The Purchaser’s crypto-currency assets representing the Purchase Amount are not derived from or related to any unlawful activities, including money laundering or terrorist financing, and the Purchaser will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
- To the extent required by applicable Laws, the Purchaser represents and warrants to the Company that the Purchaser complies with all anti-money laundering and anti-terrorism-financing requirements.The Purchaser is not acting directly or indirectly:
- on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department's Office of Foreign Assets Control (“OFAC”), as such list may be amended from time to time, or any Executive Order administered by OFAC;
- for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure, unless the Company, after being specifically notified by the Purchaser in writing that it is such a person, conducts further due diligence, and determines that such a transaction shall be permitted; or
- for a foreign shell bank.
- The Purchaser agrees and acknowledges that the procedures for the payment of the Purchase Amount participated, as may be reasonably amended by the Company from time to time with notice to the Purchaser, are deemed to be reasonable security measures for the protection of the Purchase Amount and the Purchaser undertakes not to raise any claim or suit against the Company in the event the Company suffers any act of cybercrime, cyberterrorism, hacker attacks, or invasion or outbreak of Malware, including any that result in a loss of the Purchase Amount or the Tokens issued pursuant to the Right.
- The Purchaser undertakes to promptly provide any information and documents as may be requested by the Company in its discretion from time to time, including complying with applicable laws, rules, regulations, guidance issued by any regulatory authority, or any requests by any government authority, regulatory authority, judicial body or court. To the extent that the Purchaser become aware of any change to the information or documents previously provided to the Company, the Purchaser undertakes to promptly notify the Company accordingly.
- All of the above representations and warranties are true, complete, accurate and non-misleading from the time of the Purchaser’s access to and / or entry into this SAFT, these representations and warranties are deemed to be restated for each day throughout the term of this SAFT and will survive the termination of this SAFT. The Purchaser shall immediately notify the Company in writing if there is a breach of any such representation or warranty.
- the Purchaser is not:
- located in the People’s Republic of China or a citizen or resident (tax or otherwise) of, or domiciled in, the People’s Republic of China;
- located in the People’s Republic of Korea or a citizen or resident (tax or otherwise) of, or domiciled in, the People’s Republic of Korea;
- located in the United States of America or a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America, unless the Purchaser is a U.S. Qualified Person; or
- located in a jurisdiction where the Token Sale is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction.
6. Indemnity and Limitation of Liability
- The Purchaser hereby undertakes to indemnify the Company, its shareholders, directors, officers, employees, agents and its representatives (the "Indemnified Parties") against any and all losses, damages, liability, costs or expenses which any of them may incur or to which any of them may become subject in any capacity in connection with
- any breach of or failure by the Purchaser to comply with any obligation, covenant or undertaking made by the Purchaser in this SAFT or by any claim, action, proceeding of investigation arising out of or based upon any false declaration, representation or warranty herein
- any violation of any applicable law or the rights of any third parties. The Purchaser shall reimburse the Company (for itself and as trustee for the Indemnified Parties) for all reasonable legal and other expenses (including the cost of investigation and preparation) as the Company and/or the Indemnified Parties have incurred in connection with any such claim, action, proceeding or investigation.
- IN NO EVENT SHALL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE UNDER THIS SAFT TO THE PURCHASER OR ANY THIRD PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS SAFT, REGARDLESS OF
- WHETHER SUCH DAMAGES WERE FORESEEABLE,
- WHETHER OR NOT THE PURCHASER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
- THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
- IN NO EVENT SHALL THE COMPANY OR ANY OF THE INDEMNIFIED PARTIES BE LIABLE UNDER THIS SAFT TO THE PURCHASER OR ANY THIRD PARTY FOR ANY DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH
- THE PURCHASER’S PURCHASE OF THE RIGHT;
- THE USE OF THE TOKENS AND THE COLOR PLATFORM
- ANY ACT OF CYBERCRIME, CYBERTERRORISM, HACKER ATTACKS, INVASION OR OUTBREAK OF MALWARE, OR OTHER SIMILAR ACTS AGAINST THE COMPANY OR ANY OF ITS REPRESENTATIVES;
- THE PURCHASER’S FAILURE TO IMPLEMENT REASONABLE MEASURES TO SECURE THE WALLET, VAULT OR OTHER STORAGE MECHANISM THE PURCHASER USES TO RECEIVE AND HOLD THE TOKENS;
- ANY OTHER ACT OR OMISSION OF THE PURCHASER, REGARDLESS OF
- WHETHER SUCH DAMAGES WERE FORESEEABLE,
- WHETHER OR NOT THE PURCHASER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
- THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
- THE TOKENS, THE COLOR PLATFORM, AND OTHER RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM MALWARE, IS GIVEN IN CONJUNCTION WITH THE TOKENS, THE COLOR PLATFORM OR ANY INFORMATION AND MATERIALS PROVIDED TO THE PURCHASER. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, THE COMPANY DOES NOT WARRANT THE PURCHASE AND USE OF THE TOKENS AND THE COLOR PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE FROM ERRORS OR OMISSIONS.
7. Risk Factors
- RISKS RELATING TO PARTICIPATION IN THE COLOR COINS DISTRIBUTION
- The Company may be forced to cease operations. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptocurrencies and fiat currencies, the inability by the Company to establish the Project or the Color coin’s utility, the failure of commercial relationships, the Company may no longer be viable to operate, and the Company may dissolve or take actions that result in a dissolution of the Company.
- This Agreement may not be transferred without the consent of Company.The terms and Conditons provide that The Purchaser may not transfer or assign this Agreement without the consent of Company and only if such transfer is in compliance with the Laws of applicable Governmental Authorities.
- There may be adverse tax consequences for The Purchasers upon certain future events. Investment pursuant to this Agreement and the purchase of Tokens pursuant thereto may result in adverse tax consequences to The Purchaser, including withholding taxes, income taxes and tax reporting requirements. The Purchaser should consult with and must rely upon the advice of its own professional tax advisors with respect tax treatment of an investment in the Tokens pursuant to this Agreement.
- There is no prior market for Color Coin and distribution may not result in an active or liquid market for the Color Coin. Prior to the Distribution, there has been no public market. In the event that the Color coins are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Color coins will develop or if developed, be sustained after the Color coins have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Color coins will not decline below the Purchase Consideration at which The Purchaser acquired the Color coins at. The Purchase Consideration may not be indicative of the market price of the Color coins after they have been made available for trading on a cryptocurrency exchange.
- A Token is not a currency issued by any central bank or national, supra-national or quasi- national organisation, nor is it backed by any hard assets or other credit. The Company is not responsible for nor does it pursue the circulation and trading of Tokens on the market. Trading of Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Token from any holder of the Token, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Accordingly, the Company cannot ensure that there will be any demand or market for Tokens, or that the Purchase Consideration is indicative of the market price of Tokens after they have been made available for trading on a cryptocurrency exchange.
- Future sales of the Color coins could materially and adversely affect the market price of Tokens Any future sale of the Color coins would increase the supply of them in the market and this may result in a downward price pressure on the Color coins.
- There is no assurance of any success of Project. The value of, and demand for, the Color coins hinges heavily on the performance of the Project. There is no assurance that the Project will gain traction after its launch and achieve any commercial success. The Project has not been fully developed, finalised and integrated and is subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success. While the Company has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the Color coins Distribution will be sufficient for the development and integration of the Project. For the foregoing or any other reason, the development and integration of the Project may not be completed and there is no assurance that it will be launched at all. As such, distributed Color coins may hold little worth or value, and this would impact its trading price.
- The trading price of the Tokens may fluctuate following the Token Distribution. The prices of cryptocurrencies in general tend to be relatively volatile and can fluctuate significantly over short periods of time. The demand for, and corresponding the market price of, the Tokens may fluctuate significantly and rapidly in response to some of which are beyond the control of the Company.
- The Company and/or the Color coins may be affected by newly implemented regulations. Cryptocurrency trading is generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. The Company, the Project Company and/or the Tokens may be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Color coins and/or the Project. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Color coins and/or the Project may no longer be commercially viable, and the Company may opt to discontinue the Color coins and/or the Project. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications. The Company may also have to cease their respective operations in a jurisdiction that makes it illegal to operate in such jurisdiction or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the trading price of Color conis will be adversely affected, or Color conis may cease to be traded.
- RISKS RELATING TO THE WALLET
- The loss or compromise of information relating to your Wallet (as defined below) may affect your access and possession of the Color coins. For purposes of receipt of your Color coins, you are to establish and maintain access to a cryptocurrency wallet (“Wallet”). Your access to the Color coins in the Wallet depends on, among other things, the safeguards to the information to such Wallet, including but not limited to the user account information, address, private key and password. In the event that any of the foregoing is lost or compromised, your access to the Wallet may be curtailed and thereby adversely affecting your access and possession to the Color coins, including such Color coins being unrecoverable and permanently lost.
- The Wallet or Wallet service provider may not be technically compatible with the Tokens. The Wallet or Wallet service provider may not be technically compatible with the Color coins which may result in the delivery of Color coins being unsuccessful or affect your access to such Color coins.
- This SAFT sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between them. This SAFT is one of a series of similar agreements entered into by the Company from time to time. Any provision of this SAFT may be amended, waived or modified only upon the written consent of the Company.
- Any notice required or permitted by this SAFT will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.
- The Purchaser is not entitled, as a holder of this SAFT, to vote, receive dividends, or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.
- Neither this SAFT nor the rights contained herein may be transferred, assigned or novated, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that the Company may transfer, assign or novate this SAFT in whole, without the consent of the Purchaser, to a new entity which may be incorporated to change the Company’s domicile.
- In the event that any one or more of the provisions of this SAFT is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this SAFT operate or would prospectively operate to invalidate this SAFT, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this SAFT and the remaining provisions of this SAFT will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
- A person who is not a party has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of this SAFT except and to the extent (if any) that this SAFT expressly provides for such an act of enforcement to apply to any of its terms, but this does not affect any right or remedy of a third party which exists or is available apart from such provisions of this SAFT.
- All rights and obligations hereunder will be governed by the laws of Singapore, without regard to the conflicts of law provisions of such jurisdiction. Any dispute arising out of or in connection with this SAFT, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be in Singapore and the language of the arbitration shall be English. The tribunal for the arbitration shall consist of three (3) arbitrators.
- This Agreement shall remain confidential among the Parties in perpetuity, except to the extent required to be disclosed pursuant to applicable Laws.
Have a Colorful Day
Last updated: 23th May 2018