This Token Sale User Agreement (the "User Agreement ") contains the terms and conditions that govern your purchase of TokenPay ("TPAY") during the Token Sale Campaign (the "Token Sale") and is an agreement between the Company and you or the entity you represent ("you"). Please read this User Agreement carefully to be sure that you understand it. By viewing, accessing or using the TokenPay app or by registering to take part in the Token Sale, you agree to this User Agreement as a binding legal agreement between you and us, without limitation or qualification.
You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
At any point, if you do not agree to any portion of the Terms and Conditions or User Agreement, you should not proceed to purchase TokenPay.
If there is any conflict between the User Agreement and the Terms and Conditions at any time, the provisions of the Terms and Conditions shall govern.
1.1. We will provide web-based support only, including email, web forums, and knowledge base support. We will not provide telephone or live support. Our support email is [email protected]
1.2. Third Party Content may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk. We do not accept liability for any fees incurred or damages caused by your use of any Third Party Content. We do not guarantee the availability of any Third Party Content for any purpose. We do not guarantee the accuracy or precision of any information provided to us by any third party, including, without limitation, network information, pricing information or other statistical data. We may change, discontinue, or deprecate any of the Third Party Content.
2. Purchase and Delivery of TokenPay
2.1. You agree to purchase and we agree to sell, on the terms set forth herein, your TokenPay. Your purchase is final. We will not provide any refund of the purchase price under any circumstances.
2.2. Delivery Date. After completion of the purchase, the account with which you used will be credited with the appropriate quantity of TOKENPAY.
2.3. Delivery Method. All deliveries from the Resulting Distribution will be made electronically. Deliveries will be made directly to your balance at the TokenPay Token Sale Manager available at https://www.TokenPay.com and will be available in your TokenPay wallet via the TokenPay App. Log in with the same details as when checking your balance at Token Sale Manager.
2.4. Third Party Payment Processor. If you purchase using a third-party payment processor (e.g., ShapeShift, Credit/Debit card merchants), that payment processor is your agent, not ours, for the payment and purchase. You, not we, are responsible for ensuring that we receive the appropriate amount. We are not responsible for any loss of funds due in any part to the use of a third-party payment processor.
3. TokenPay Token Sale Terms
3.1. You acknowledge and understand that TokenPay is a digital asset and the Company give no warranty whatsoever, expressed or implied, to the extent permitted by Applicable Law and accordingly that TOKENPAY is purchased on an "as is" basis.
3.2. You are legally permitted to purchase TokenPay in your jurisdiction and responsible for it.
3.2. You also understand that the Company will not provide any refund of the purchase price for TOKENPAY under any circumstance.
3.3. You further agree to accept sole and exclusive risk for the purchase of TOKENPAY. You recognize that the TokenPay Platform, Blockchain, App and Services are currently being developed and may undergo changes before, during and after release.
3.4. In order to reduce the possibility of fraud, phishing attempts and other schemes perpetrated by malicious third parties, you agree not to respond directly to any inquiry regarding its purchase of TOKENPAY, including but not limited to email requests purportedly coming from the Company. You understand that the Company may send you informational emails from time-to-time, but these email notices will never ask for information or require a response from you.
4. Rights and Liabilities
4.1. The Company agrees to issue the complementary currency TokenPay cryptographic tokens ("Coins") in the purchased amount upon completion of the Token Sale, suitable for use in the TokenPay App and other outlets as they come online.
4.2. The Company takes responsibility to issue TokenPay in the purchased amount regardless the Token Sale result.
4.3. You can move (transfer) TokenPay to other TokenPay app users by quoting their wallet address and entering the amount to send.
4.4 Upon completion of the Token Sale the Company will endeavour to assist any third party token or coin exchange or market in listing TOKENPAY as a tradeable cryptocurrency.
4.5 You are allowed to offer, sell or/ and exchange TOKENPAY on third party public markets on your own risk and responsibility, upon completion of Token Sale. You should note, the TOKENPAY exchange rates on the public markets could be volatile and the Company is unable to guarantee listing on third party public markets.
THE COMPANY IS RESPONSIBLE THAT THE TOKENPAY APP AND RELATED SERVICES DEVELOPED BY TOKENPAY LTD WILL BE LAUNCHED ACCORDING THE ROADMAP PUBLISHED ON THE TOKEN SALE MANAGER WEBSITE (HTTPS://www.TOKENPAY.COM) REGARDLESS OF THE FINAL SALES RESULTS.
THE COMPANY AGREES TAKE RESPONSIBILITY TO PROVIDE SERVICES DESIGNED TO USE TOKENPAY WITHIN THE TOKENPAY APP AND THIRD PARTY IMPLEMENTATION WHERE POSSIBLE.
THE COMPANY WILL ENDEAVOUR TO ENSURE THE STABILITY OF THE TOKENPAY APP AND THE AVAILABILITY OF THE BLOCKCHAIN AND ALL TOKENPAY SERVICES, HOWEVER DISRUPTIONS COULD OCCUR DUE TO TECHNICAL, DEMAND, FINANCIAL, LEGAL OR ENVIRONMENTAL ISSUES.
THE COMPANY GUARANTEES TO NOT ISSUE ADDITIONAL TOKENPAY ABOVE THE 21 BILLION PRESCRIBED COINS, UNLESS MASSIVE FUTURE DEMAND REQUIRES THE IMPLEMENTATION OF AN INFLATION ALGORITHM TO ALLOW MINING TO CONTINUE AND PRICE STABILITY TO BE MAINTAINED. THE COMPANY GUARANTEES THIS TO BE A MINIMUM OF THREE YEARS FROM THE TOKEN SALE.
IN THIS CASE THE COMPANY RESERVES THE RIGHT TO INTERFERE, IN ORDER TO ENSURE SUFFICIENT LIQUIDITY OF TOKENPAY.
6. Security and Data Privacy
6.1. You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account, (ii) your username, password and any other login or identifying credentials. In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.
6.2. You are responsible for properly configuring any software in connection with your access to or use of TOKENPAY. TOKEN SALE MANAGER log-in credentials are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person
All fees and charges payable by you are inclusive of applicable taxes and duties, including VAT and applicable sales tax. You are responsible for the occurrence of any kind of local additional taxes in your country of residence.
8. Proprietary Rights
We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formularies, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
9. Agreement termination
9.1. The term of this Agreement will commence on the Effective Date and will continue until the end of the Token Sale.
9.2. The Agreement will be terminated automatically on the day following Token Sale completion. We reserve the right to terminate this Agreement in our sole discretion if you breach any term or Policy.
9.3. Upon termination of this Agreement, the clauses 4, 5, 8, and 18 will continue to apply in accordance with their terms. We will not be liable for any special, incidental or consequential damages you sustain, including without limitation any special, incidental or consequential damages due to any loss of credentials, login information or private keys for any website or software or your inability to access any website or account.
THE TOKENPAY IS PROVIDED "AS IS." WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE TOKENPAY OR THE THIRD-PARTY
CONTENT, INCLUDING ANY WARRANTY THAT THE TOKENPAY OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED OR ERROR FREE
TRANSCTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE TOKEN PRESALE, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING BUT NOT LIMITED TO, HIGH NETWORK VOLUME, COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, AND USER FAILURE. THE COMPANY IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, DUE HARDWARE OR SOFTWARE FAILURES.
11. Modifications to the Agreement
We may modify this Agreement (including any Policies) at any time by posting a revised version on the official Token Sale Manager website. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email. It is your responsibility to check the Token Sale Website regularly for modifications to this Agreement. The last modification date listed at the beginning of this Agreement.
12. Force Majeure
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), or any other force outside of our control.
13. No Third Party Beneficiaries
This Agreement does not create any third-party beneficiary rights in any individual or entity.
We may provide any notice to under this Agreement by: (i) posting a notice on the Token Sale Website; or (ii) sending an email to the email address then associated with your account. Notices we provide by posting on the Token Sale Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
To give us notice under this Agreement, you must contact the Company by email to [email protected]
We may update this email address for notices to us by posting a notice on the Token Sale Website. Notices to us will be effective one business day after they are sent.
Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
16. No Waivers
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
17. Reformation and Severability
Except as otherwise set forth herein, if any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.
18. English Language
If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
"The Company's confidential information" means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. The Company's Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners' technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. The Company's Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown conclusively by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown conclusively by documentation to have been independently developed by you without reference to the The Company's Confidential Information.
"Token Sale Website" means https://www.TokenPay.com
"Content" means software (including machine images), data, text, audio, video, images or other content.
"Policies" means the Site Terms, all restrictions described in the Content and on the Token Sale Website, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on the Token Sale Website. In the event of a conflict between any Policy and this Agreement, the terms of this Agreement prevail.