This Token Purchase Agreement (this "Agreement") contains the terms and conditions that govern your use of the JOYTOKEN distribution smart contract (the "JOYTOKEN Distribution Contract"); use of the related JOYTOKEN token smart contract (the "JOYTOKEN Token Contract"); and purchase of the related compatible tokens distributed on the Ethereum blockchain (the "JOYTOKEN Tokens") and is an agreement between you or the entity that you represent ("Buyer" or "you") and JoyToken Limited ("JOYTOKEN," together with its parent company, subsidiaries and affiliates, "Company"). Buyer, JoyToken Limited and Company are herein referred to individually as a "Party" and collectively, as the "Parties".
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees to the following:
BINDING AGREEMENT: Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer's purchase of JOYTOKEN Tokens.
NO CHINESE BUYERS: JOYTOKEN Tokens are not being offered or distributed to Chinese persons (as defined below). If you are citizen, resident of, or a person located or domiciled in, or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the People's Republic of China (a "Chinese person"), do not purchase or attempt to purchase JOYTOKEN Tokens.
RIGHTS, USES AND ATTRIBUTES OF JOYTOKEN TOKENS: Buyer is purchasing JOYTOKEN Tokens to potentially receive Services in, and utilise, the Ecosystem at a future point in time. Buyer is not purchasing JOYTOKEN Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes; Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation made by Company that Buyer will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise.PURCHASE OF JOYTOKEN TOKENS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
ARTICLE ONE: ACCEPTANCE OF AGREEMENT AND PURCHASE OF JOYTOKEN TOKENS
1.1. This Agreement shall be effective and binding on the Parties when Buyer:
(a) clicks the "submit" button on the official https://joytoken.io website (the "Website") to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier
(b) upon Company's receipt of payment from Buyer. 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.
1.3. White Paper: Company has prepared the White Paper, which is available at https://joytoken.io describing matters relating to the JOYTOKEN Software. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Buyer has read and understands the White Paper and its contents.
1.4. JOYTOKEN Tokens:
a) Purpose: As mentioned above, purchase of the JOYTOKEN Tokens will allow Buyer the opportunity to receive Services in, and use, the Ecosystem at a future point in time. Although JOYTOKEN Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
b) Company's Use of Proceeds: Buyer acknowledges and understands that the proceeds from the sale of the JOYTOKEN Tokens will be utilised by Company in its sole discretion.
2.1. Allocation and Distribution of JOYTOKEN Token: JoyToken Limited intends to allocate and distribute JOYTOKEN Tokens (the "JOYTOKEN Token Distribution") in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes details regarding the timing (the "JOYTOKEN Distribution Period") and pricing of the JOYTOKEN Token Distribution and the amount of JOYTOKEN Tokens that will be distributed. During the JOYTOKEN Distribution Period, JoyToken Limited will provide specific procedures on how Buyer should purchase JOYTOKEN Tokens through the official Website. By purchasing JOYTOKEN Tokens, Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Buyer not receiving any JOYTOKEN Tokens. Any buyer of JOYTOKEN Tokens may lose some or all of the amounts paid in exchange for JOYTOKEN Tokens, regardless of the purchase date. The access or use of the JOYTOKEN Distribution Contract, access or use of the JOYTOKEN Token Contract and/or the receipt or purchase of JOYTOKEN through any other means other than the official Website are not sanctioned or agreed to in any way by the Parties. Buyer should take great care that the website used to purchase JOYTOKEN Tokens has the following universal resource locator (URL):https://joytoken.io.
2.2. No Chinese Buyers: The JOYTOKEN Tokens are not being offered to Chinese persons. Chinese persons are strictly prohibited and restricted from using the JOYTOKEN Distribution Contract, using the JOYTOKEN Token Contact and/or purchasing JOYTOKEN Tokens and Company is not soliciting purchases by Chinese persons in any way. If a Chinese person uses the JOYTOKEN Distribution Contract, uses the JOYTOKEN Token Contract and/or purchases JOYTOKEN Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a Chinese person as Buyer or Buyer has entered into this Agreement or has purchased JOYTOKEN Tokens on behalf of Chinese person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any Chinese person who uses the JOYTOKEN Distribution Contract, uses the JOYTOKEN Token Contract and/or purchases JOYTOKEN Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless JoyToken Limited and JoyToken Limited's respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the "JoyToken Limited Parties") from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the "Damages") incurred by a JoyToken Limited Party that arises from or is a result of such Chinese person's unlawful, unauthorized or fraudulent use of the JOYTOKEN Distribution Contract, unauthorized use of the JOYTOKEN Token Contract and/or the receipt or purchase of JOYTOKEN Tokens.
2.3. Allocation and Sale of JOYTOKEN Tokens to JoyToken Limited Parties: Buyer understands and consents to the participation of the Company's past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of JOYTOKEN Tokens, including people who may work on the development and implementation of the JOYTOKEN Software or who may work for JoyToken Limited's future businesses which JoyToken Limited may establish with a portion of the proceeds from the JOYTOKEN Token Distribution. All such JoyToken Limited Parties will participate on the same terms as every other buyer of JOYTOKEN Tokens and will be bound by this Agreement.
2.4. No Representations and Warranties: The JOYTOKEN Tokens will be distributed to buyers thereof pursuant to the JOYTOKEN Distribution Contract and the JOYTOKEN Token Contract. None of the JoyToken Limited Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the JOYTOKEN Distribution Contract, the JOYTOKEN Token Contract or the JOYTOKEN Tokens or their utility, or the ability of anyone to purchase or use the JOYTOKEN Tokens. Without limiting the foregoing, none of the JoyToken Limited Parties represent or warrant that the process of purchasing the JOYTOKEN Tokens or receiving the JOYTOKEN Tokens will be uninterrupted or error-free or that the JOYTOKEN Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive JOYTOKEN Tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate digital wallet address to Company for receipt of any JOYTOKEN Tokens distributed to Buyer pursuant to the JOYTOKEN Distribution Contract and the JOYTOKEN Token Contract.
2.5. Not an Offering of Securities, Commodities, or Swaps: The sale of JOYTOKEN Tokens and the JOYTOKEN Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of JOYTOKEN Tokens are not subject to the protections of any laws governing those types of financial instruments. 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.
2.6. Not an Investment: Buyer should not participate in the JOYTOKEN Token Distribution or purchase JOYTOKEN Tokens for investment purposes. JOYTOKEN Tokens are not designed for investment purposes and should not be considered as a type of investment. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that:
Furthermore, JOYTOKEN Tokens will simply entitle Buyer to access and use the JOYTOKEN Platform and holding JOYTOKEN Tokens is not a guarantee, representation or warranty that the holder will be able to use the JOYTOKEN Platform without interruption JOYTOKEN even if the JOYTOKEN Platform is launched and the JOYTOKEN Software is adopted, of which there is no guarantee, representation or warranty made by Company.
2.7. Not for Speculation: Buyer acknowledges and agrees that Buyer is not purchasing JOYTOKEN Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
3.1. No Claim, Loan or Ownership Interest: The purchase of JOYTOKEN Tokens:
3.2. Intellectual Property: Company retains all right, title and interest in all of Company's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulas, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company's intellectual property for any reason without Company's prior written consent.
4.1. Security and Data Privacy:
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 JOYTOKEN Tokens and/or access to Buyer's account. Company is under no obligation to recover any JOYTOKEN Tokens and Buyer acknowledges, understands and agrees that all purchases of
JOYTOKEN Tokens are non-refundable and Buyer will not receive money or other compensation for any JOYTOKEN Tokens purchased.
4.2. Taxes: Buyer acknowledges, understands and agrees that:
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF BUYER
By buying JOYTOKEN Tokens, Buyer represents and warrants to each of the JoyToken Limited Parties that:
5.1. Not a Chinese Person: Buyer is not a Chinese person.
5..2. Authority : Buyer has all requisite power and authority to execute and deliver this Agreement, to use the JOYTOKEN Distribution Contract and the JOYTOKEN Smart Contract, purchase JOYTOKEN Tokens, and to carry out and perform its obligations under this Agreement:
5.3. No Conflict : The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
5.4. No Consents or Approvals: 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.
5.5. Buyer Status : Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the U.S. Securities Act of 1933 (a "Buyer Event"), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.
5.6. Buyer Knowledge and Risks of Project: Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer's purchase of JOYTOKEN Tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of JOYTOKEN Tokens, and liability to the JoyToken Limited Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase JOYTOKEN Tokens.
5.7. Funds; Payments.
5.8. Miscellaneous Regulatory Compliance:
ARTICLE SIX: DISCLAIMERS
6.1. Buyer expressly acknowledges, understands and agrees that Buyer is using the JOYTOKEN Distribution Contract, the JOYTOKEN Token Contract and purchasing JOYTOKEN Tokens at the Buyer's sole risk and that the JOYTOKEN Distribution Contract, the JOYTOKEN Token Contract and JOYTOKEN Tokens are each provided, used and acquired on an "AS
IS" and on an "AS AVAILABLE" basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty : (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE JOYTOKEN DISTRIBUTION CONTRACT, THE JOYTOKEN TOKEN CONTRACT AND THE JOYTOKEN TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ARTICLE SEVEN: RISKS
JOYTOKEN TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the JOYTOKEN Tokens (including those not discussed herein), all of which could render the JOYTOKEN Tokens worthless or of little value:
7.1. Rights, Functionality and Features: JOYTOKEN Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, other than those set out in clause 1.4 of this Agreement. Purchase of JOYTOKEN Tokens does not guarantee that the JOYTOKEN Platform will be launched, that the JOYTOKEN Software's development will be finished or that the JOYTOKEN Software will be adopted and implemented.
7.2. Purchase Price Risk: The distribution of JOYTOKEN Tokens will occur at the end of each set period during the JOYTOKEN Distribution Period. The purchase price which each Buyer pays for JOYTOKEN Tokens depends upon the actions of all other users sending ether ("ETH") to the JOYTOKEN Token Contract during the same period. Everyone sending ETH during the same period receives the same price. It is possible for other people to send in a large amount of ETH after Buyer and dramatically increase the price Buyer and everyone else pays per JOYTOKEN Token received. There are no guarantees as to the price of JOYTOKEN Tokens purchased by Buyer and no guarantees that the price per JOYTOKEN Token determined each period by the market will be equal to or higher in the subsequent periods of the JOYTOKEN Distribution Period. There is the possibility that the price per JOYTOKEN Token in subsequent periods of the JOYTOKEN Distribution Period falls below the price paid by initial buyers of JOYTOKEN Tokens during the JOYTOKEN Distribution Period. JoyToken Limited reserves the right to change the duration of the JOYTOKEN Distribution Period for any reason, including, without limitation, bugs in the JOYTOKEN Distribution Contract or the JOYTOKEN Token Contract or the unavailability of the Website or other unforeseen procedural or security issues.
7.3. Blockchain Delay Risk: On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ETH contributed to the JOYTOKEN Smart Contract in the final seconds of a distribution period may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer's transaction at the time Buyer expects and Buyer may not receive JOYTOKEN Tokens the same day Buyer sends ETH.
7.4. Ethereum Blockchain : The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Ethereum block producers may not include Buyer's transaction when Buyer wants or Buyer's transaction may not be included at all.
7.5. Ability to Transact or Resell : Buyer may be unable to sell or otherwise transact in JOYTOKEN Tokens at any time, or for the price Buyer paid. By using the JOYTOKEN Distribution Contract or the JOYTOKEN Token Contract or by purchasing JOYTOKEN Tokens, Buyer acknowledges, understands and agrees that:
7.6. Token Security : JOYTOKEN Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the JOYTOKEN Distribution Contract, the JOYTOKEN Token Contract or the JOYTOKEN 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 JOYTOKEN Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the JOYTOKEN Tokens or result in the loss of Buyer's JOYTOKEN Tokens, the loss of Buyer's ability to access or control Buyer's JOYTOKEN Tokens or the loss of ETH in Buyer's account. In the event of such a software bug or weakness, there may be no remedy and holders of JOYTOKEN Tokens are not guaranteed any remedy, refund or compensation.
7.7. Access to Private Keys : JOYTOKEN Tokens purchased by Buyer may be held by Buyer in Buyer's digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer's digital wallet or vault storing JOYTOKEN Tokens will result in loss of such JOYTOKEN Tokens, access to Buyer's JOYTOKEN 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 or vault service Buyer uses, may be able to misappropriate Buyer's JOYTOKEN Tokens. Company is not responsible for any such losses.
7.8. New Technology: The JOYTOKEN Software and the JOYTOKEN Platform and all of the matters set forth in the White Paper are new and untested. The JOYTOKEN Software might not be capable of completion, implementation or adoption. It is possible that no blockchain utilising the JOYTOKEN Software will be ever be launched and there may never be an operational JOYTOKEN Platform. Buyer should not rely on the JOYTOKEN Software or the ability to receive tokens associated with the JOYTOKEN Platform in the future. Even if the JOYTOKEN Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the JOYTOKEN Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the JOYTOKEN Tokens and any tokens transferable on the JOYTOKEN Platform may become outdated.
7.9. Reliance on Third-Parties: Even if completed, the JOYTOKEN Software will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone's needs, all of which might have a material adverse effect on the JOYTOKEN Software and JOYTOKEN Platform.
7.10. Failure to Map a Public Key to Buyer 's Account : Failure of Buyer to map a public key to Buyer's account may result in third parties being unable to recognize Buyer's JOYTOKEN Token balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the JOYTOKEN Software of which Company makes no representation or guarantee.
7.11. Exchange & Counterparty Risks: If Buyer sends ETH to the JOYTOKEN Token Contract from an exchange or an account that Buyer does not control, pursuant to the JOYTOKEN Token Contract, JOYTOKEN Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer's JOYTOKEN Tokens. Furthermore, if Buyer chooses to maintain or hold JOYTOKEN Tokens through a cryptocurrency exchange or other third party, Buyer's JOYTOKEN Tokens may be stolen or lost. In addition, third parties may not recognize Buyer's claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the JOYTOKEN Software. By using the JOYTOKEN Distribution Contract, using the JOYTOKEN Token Contract and/or by purchasing JOYTOKEN Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the JOYTOKEN Token Contract through an exchange account and/or holds JOYTOKEN Tokens on a cryptocurrency exchange or with another third party at Buyer's own and sole risk.
7.12. Changes to the JOYTOKEN Software : The JOYTOKEN Software is still under development and may undergo significant changes over time. Although Company intends for the JOYTOKEN Software to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the JOYTOKEN Software and launches the JOYTOKEN Platform also may make changes, any of which may mean that the JOYTOKEN Platform does not meet Buyer's expectations.
7.13. Risk of Alternative Blockchains based o n JOYTOKEN Software: The JOYTOKEN Software will not likely be licensed under an open source license until after the end of the JOYTOKEN Distribution Period; however, it is possible somebody will not respect the JOYTOKEN Software copyright or will modify the JOYTOKEN Software after it has been released under an open source license. Therefore, it is possible for someone to utilize the JOYTOKEN Software to build and launch blockchain protocols using a token distribution other than the one intended for the JOYTOKEN Tokens pursuant to the JOYTOKEN Software both prior to or after the JOYTOKEN Software has become licensed as open source.
7.14. Risk of Lack of Transferability in Blockchain Cryptographic Token : The JOYTOKEN Software is built such that any blockchain that adopts the JOYTOKEN Software will require approval of holders of not less than 15% of the total issued and outstanding JOYTOKEN Tokens before tokens on such blockchain (the "Blockchain Tokens") can be transferred. In other words, if the JOYTOKEN Software is adopted, it will be the responsibility of holders holding at least 15% of the issued and outstanding JOYTOKEN Tokens to adopt one or more blockchains in order for Blockchain Tokens received on such blockchains to be transferrable. Buyer acknowledges, understands and agrees that if the JOYTOKEN Software is adopted and the requisite vote described above is not obtained, Buyer may not be able to transfer any Blockchain Tokens Buyer receives.
7.15. Project Completion: The development of the JOYTOKEN Software may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
7.16. Lack of Interest: Even if the JOYTOKEN Software is finished and adopted and the JOYTOKEN Platform is launched, the ongoing success of the JOYTOKEN Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the JOYTOKEN Platform.
7.17. Uncertain Regulatory Framework: The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities 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 cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact JOYTOKEN Tokens in various ways, including, for example, through a determination that JOYTOKEN Tokens are regulated financial instruments that require registration. Company may cease the distribution of JOYTOKEN Tokens, the development of the JOYTOKEN Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.18. Risk of Government Action : As noted above, 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 JOYTOKEN Tokens and/or the development of the JOYTOKEN Software.
ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. Limitation of Liability: To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the JoyToken Limited Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any JoyToken Limited Party. Each of the JoyToken Limited Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a JoyToken Limited Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from a JoyToken Limited Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages: In no circumstances will the aggregate joint liability of the JoyToken Limited Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
8.3. Force Majeure : Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4. Release: To the fullest extent permitted by applicable law, Buyer releases the JoyToken Limited Parties 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 Buyer and the acts or omissions of third parties.
ARTICLE NINE: DISPUTE RESOLUTION
9.1. 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 Section 9.2 below.
9.2. Binding Arbitration: Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules 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 one who shall be selected by Company. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. 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. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer will each pay their respective attorneys' fees and expenses. Notwithstanding the foregoing, Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
9.3. No Class Arbitrations, Class Actions or Representative Actions: Any dispute arising out of or related to this Agreement is personal to Buyer and Company and 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.
ARTICLE TEN: MISCELLANEOUS
10.1. Governing Law and Venue: This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Belize without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2. Assignment: Buyer shall not assign this Agreement without the prior written consent of JoyToken Limited. Any assignment or transfer in violation of this Section 10.2 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.
10.3. Entire Agreement: This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any JoyToken Limited Party about the JOYTOKEN Tokens, the JOYTOKEN Software, the JOYTOKEN Platform, Blockchain Tokens or any other tokens on the JOYTOKEN Platform.
10.4. Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
10.5. Modification of Agreement: Company may modify this Agreement at any time by posting a revised version on the Website, available at https://joytoken.io. 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.
10.6. Termination of Agreement; Survival: This Agreement will terminate upon the completion of all sales in the JOYTOKEN Token Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement:
10.7. 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.
10.8. 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.
10.9. 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 JOYTOKEN Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.
The JOYTOKEN Token Distribution will take place over 31 days starting on 20th Mar 2018 at 5pm UTC. This time might be subjected to change.
350,000,000 JOYTOKEN Tokens will be distributed according to the schedule below:
140,000,000 JOYTOKEN Tokens sold during the presale period will be distributed during the JOYTOKEN Token Distribution.
Unsold tokens from previous rounds will be moved into the next round. The token sale will automatically go to the next round when tokens are sold out in the prior round.
All Unsold Tokens from the 350,000,00 JOYTOKEN Tokens pool at the end of the JOYTOKEN Token Distribution will be burnt If an JOYTOKEN Platform adopting the JOYTOKEN Software is launched, the default JOYTOKEN Software configuration developed by JoyToken Limited will lock new founders tokens distributed pursuant to such JOYTOKEN Platform in a smart contract and release such tokens to JoyToken Limited on a monthly basis over a two year period. The JOYTOKEN Software configuration of the JOYTOKEN Platform will be ultimately determined by a third party who initializes a genesis block and starts the JOYTOKEN Platform.
This document does not constitute legal advice and should not be relied on by any person. It is designed for general informational purposes only. Developers, purchasers, investors and any other participant in a token system should consult their own counsel.