irresident
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To receive a quote for
Privé copyright tokens,
please send your inquiry to:
privatesale@irresident.io
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This token purchase agreem- ent contains terms and conditions that govern your use of the Privé token sale smart contract and the purchase of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “Privé tokens”) and is an agreement between you or the entity that you represent (“the Buyer”) and Privé Trust, a trust established under Hong Kong law, represented by its trustee Luka Arvaj and herein referred to as “the Seller.”
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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, the Seller and the Buyer hereby agree as follows.
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Privé Trust is the copyright owner of the Privé software platform.
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The trustee enters into and performs this agreement and the transactions it contemplates only as trustee of the Trust. This also applies in respect of any past and future conduct (including omissions) relating to this agreement or the relevant transactions.
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The trustee’s liability (including for negligence) is limited to the extent it can be satisfied out of the assets of the Trust. The trustee need not pay any such liability out of other assets.
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The Buyer understands and agrees that the Buyer is subject to and bound by this Agreement by virtue of the Buyer’s purchase of Privé tokens.
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By purchasing Privé tokens, the Buyer acquires fractional undivided interest in the copyright of the Privé software platform from the Seller, contingent upon acceptance of the terms of the Joint Copyright Ownership Agreement laid down in the Privé token. The fractional undivided interest acquired is proportionate to the amount of tokens purchased relative to the maximum token supply.
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The terms of the Joint Copyright Ownership Agreement are accepted by a Privé token holder when the Privé token holder invokes the Privé token’s ‘acceptAgreement’ function, thus confirming that the Privé token holder has read the terms, understands the terms, and accepts the terms of the Joint Copyright Ownership Agreement. The record of such a function call on the Ethereum blockchain network shall be taken as evidence of the acceptance of that agreement.
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The purchase of Privé tokens shall only be deemed valid if:
a) The Buyer sends Ether (ETH) directly from their wallet to the Privé token sale contract address
or
b) Ether (ETH) is sent to the Privé token sale contract from another contract by invoking the transfer function on the Privé token sale contract address or by invoking one of the Privé token sale contract’s ‘BuyToken’ functions.
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Sending Ether by means that bypass both the Privé token sale contract’s fallback and the ‘BuyToken’ functions shall not be deemed a sale, and Ether (ETH) sent in such a way shall remain locked within the contract and will not be returned to the sender.
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Notwithstanding the foregoing, the Seller may sell Privé tokens via other means, in accordance with a special agreement reached with the Buyer. The provisions of this Agreement shall apply to such a sale, where applicable.
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Privé tokens may be offered and made available for sale by third-party sellers, where the third-party sellers buy tokens from the Seller and are themselves a party to this Agreement. Purchasing tokens from such third-party sellers does not give rise to any contractual obligation in regard to the Seller.
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This Agreement shall be valid and binding on the parties of this agreement when the Buyer:
Firstly, verifies on the Privé token sale official website that the Buyer has read, understands, and agrees to the terms of this Agreement and the Privé token legal prose,
and
Secondly, sends Ether (ETH) to the Privé token sale contract.
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The Seller intends to distribute Privé tokens in accordance with the specifications as set forth on the Privé token sale web page, which includes details regarding the timing and pricing of the Privé token distribution and the amount of Privé tokens that will be distributed. During the distribution period, the Seller will provide specific procedures for how the Buyer should purchase Privé tokens through the official website. By purchasing Privé tokens, the Buyer acknowledges, understands, and has no objection to such procedures and specifications. Failure to use the official website and follow such procedures may result in the Buyer not receiving any Privé tokens. The Buyer should take great care that the website used to purchase Privé tokens has the following universal resource locator (URL): https://www.irresident.io.
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Privé tokens are not securities, commodities, or swaps on securities, commodities, or financial instruments of any kind. The purchase and sale of Privé tokens is 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 do not constitute a prospectus or offering document, and they are neither an offer to sell, nor the solicitation of an offer to buy an investment, security, commodity, or a swap on either a security or commodity.
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The Buyer will implement reasonable and appropriate measures to secure access to a device associated with the Buyer and utilized in connection with the Buyer’s purchase of Privé tokens, and which will securely store the private keys to the Buyer’s wallet. In the event that the Buyer is no longer in possession of the Buyer’s private keys, the Buyer may lose all of the Buyer’s Privé tokens. The Seller is under no obligation to recover any Privé tokens, and the Buyer acknowledges, understands, and agrees that all purchases of Privé tokens are non-refundable.
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The Buyer acknowledges, understands, and agrees that the purchase and receipt of Privé tokens may have tax consequences for the Buyer. The Buyer is solely responsible for the Buyer’s compliance with the Buyer’s tax obligations, and the Seller bears no liability or responsibility with respect to any tax consequences to the Buyer.
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By buying Privé tokens, the Buyer represents and warrants to the Seller that:
a) The Buyer has all requisite power and authority to execute and deliver this Agreement, to use the Privé token sale contract, purchase Privé tokens, and to carry out and perform its obligations under this Agreement.
b) If an individual, the Buyer is at least 18 years old and of sufficient legal age and capacity to purchase Privé tokens.
c) If a legal person, the Buyer is duly organized, validly existing, and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
d) The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than the Buyer.
e) The Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of cryptographic tokens, smart contracts, and blockchain technology, to be able to evaluate the risks and merits of the Buyer’s purchase of Privé tokens, and is able to bear the risks thereof, including loss of all amounts paid, loss of Privé tokens, and liability to the Privé Trust and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud, or willful misconduct. The Buyer has obtained sufficient information in order to make an informed decision to purchase Privé tokens.
f) The funds the Buyer uses to purchase Privé tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and the Buyer will not use the Privé tokens to finance, engage in, or otherwise support any unlawful activities.
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The Buyer expressly acknowledges, understands, and agrees that the Buyer is using the Privé token sale contract and purchasing Privé tokens at the Buyer’s sole risk and that the Privé token sale contract and Privé 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 the Seller, and all Buyers shall rely on their own examination and investigation thereof.
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By using the Privé token sale contract or by purchasing Privé tokens, the Buyer acknowledges, understands, and agrees that there is no guarantee or representation of liquidity for the Privé tokens, and the Seller is not and shall not be responsible for or liable for the market value of Privé tokens, the transferability and/or liquidity of Privé tokens, and/or the availability of any market for Privé tokens through third parties or otherwise.
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Privé tokens may be subject to theft. Cybercriminals may attempt to interfere with the Privé token sale contract, or the Privé tokens, by exploiting possible software vulnerabilities. Furthermore, there is the risk that the Ethereum blockchain or smart contracts deployed on the Ethereum blockchain may contain software vulnerabilities which may negatively affect the Privé tokens or result in the loss of the Buyer’s Privé tokens or the loss of the Buyer’s ability to access or control the Buyer’s Privé tokens. In the event of such exploitation or software vulnerability, there may be no remedy and holders of Privé tokens are not guaranteed any remedy, refund, or compensation.
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Privé tokens purchased by the Buyer may be held by the Buyer in the Buyer’s digital wallet, which requires a private key for access. Accordingly, loss of the requisite private key associated with the Buyer’s digital wallet storing Privé tokens will result in the loss of such Privé tokens. Moreover, any third party that gains access to said private key may be able to misappropriate the Buyer’s Privé tokens. The Seller is not responsible for any such losses.
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If the Buyer sends ETH to the Privé token Sale Contract from an exchange or an account that the Buyer does not control, Privé tokens will be allocated to the account that has sent ETH; therefore, the Buyer may never receive or be able to recover the Buyer’s Privé tokens. Furthermore, if the Buyer chooses to maintain or hold Privé tokens on a cryptocurrency exchange or through another third party, the Buyer’s Privé tokens may be stolen or lost.
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To the fullest extent permitted by applicable law, the Buyer disclaims any right or cause of action against the Seller of any kind in any jurisdiction that would give rise to any damages whatsoever, on the part of the Seller. The Seller shall not be liable to the Buyer for any type of damages even if, and notwithstanding the extent to which, the Seller has been advised of the possibility of such damages. The Buyer agrees not to seek any refund, compensation, or reimbursement from the Seller, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
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Under no circumstances will the aggregate joint liability of the Seller for damages to the Buyer, under this Agreement, exceed the amount received by the Seller from the Buyer.
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The Buyer understands and agrees that the Seller shall not be liable and disclaims all liability to the 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; or changes to the Ethereum protocol.
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To the fullest extent permitted by applicable law, the Buyer releases the Seller 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 the Buyer and the acts or omissions of third parties.
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To the fullest extent permitted by applicable law, the Buyer will indemnify, defend, hold harmless, and reimburse the Seller from and against any and all actions, proceedings, claims, damages, demands, and actions (including, without limitation, fees and expenses of counsel) incurred by the Seller arising from or relating to:
a) the Buyer’s purchase or use of Privé tokens;
b) the Buyer’s responsibilities or obligations under this Agreement;
c) the Buyer’s breach of or violation of this Agreement;
d) any inaccuracy in any representation or warranty of the Buyer;
e) the Buyer’s violation of any rights of any other person or entity; and/or
f) any act or omission of the Buyer that is negligent, unlawful, or constitutes willful misconduct.
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The Seller reserves the right to exercise sole control over the defense, at the Buyer’s expense, of any claim subject to indemnification under this section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and the Seller.
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The Buyer and the Seller 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 the following section.
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Any Dispute not resolved within 90 days as set forth in the preceding section shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration rules in force when the Notice of Arbitration is submitted, except as they may be modified herein or by mutual agreement of the parties. The number of arbitrators shall be one and the individual shall be selected by the Seller. The seat, or legal place, of arbitration shall be Hong Kong. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be the substantive law of the U.S. state of Delaware, excluding its conflict of laws provisions. The arbitration award shall be final and binding on the parties. 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.
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Any dispute arising out of or related to this Agreement is personal to the Buyer and the Seller 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.
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This Agreement shall be governed in all respects, including as to validity, interpretation, and effect, by the laws of the United States, 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.
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The Buyer shall not assign this Agreement without the prior consent of the Seller. Any assignment or transfer in violation of this section will be void. The Seller 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.
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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.
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The Seller may modify this Agreement at any time by posting a revised version on the Website, available at https://www.irresident.io. The modified terms will become effective upon posting. It is the 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.
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The failure by the Seller 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 the Seller’s right to enforce such right or provision at a later time. All waivers by the Seller must be unequivocal and in writing to be effective.
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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.
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The Buyer agrees and acknowledges that all agreements, notices, disclosures, and other communications that the Seller provides the Buyer pursuant to this Agreement or in connection with or related to the Buyer’s purchase of Privé tokens, including this Agreement, may be provided by the Seller, in its sole discretion, to the Buyer, in electronic form.
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The Privé token sale will be held in sale rounds, the details of which will be displayed on the Seller’s website. The Seller reserves the right to terminate the token sale at any moment at its sole discretion. Termination of the token sale will not affect the rights of the Buyers who bought tokens prior to termination.
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Privé tokens will not be transferable until the Seller terminates the token sale. After that moment, and at the Seller’s sole discretion, Privé tokens will be freely transferable.
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This Agreement 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 the Seller or its affiliates about the Privé tokens and the Privé software.
Refuel is a fiat-equivalent token (i.e. a stable coin) for the institutions.
The initially supported fiat currencies are USD and EUR, mapping to the Refuel tokens RUSD and REUR respectively.
Subscribe for Refuel updates!
About Irresident
Public blockchain technology has enabled us to exchange value and code on-demand mechanics that define and execute contractual obligations between participants without necessarily resorting to a legal system. The feature of near real-time settlement and the capability to condition it programmatically have redefined the very concept of credit.
We acknowledge the scale of possibilities brought about by this new paradigm shift, and we are humbled to have the opportunity to build upon them. Being in a position to impact the future of finance by helping pave the road to the ultimate freedom of economic association and exchange of value among individuals and businesses is utterly compelling and rewarding at the same time. Everything we do and every piece of technology we create will reflect this attitude. This is precisely why we have opted to build upon permissionless, censorship-free, immutable distributed ledgers.
The year is 2018, and blockchain is only the beginning.
Irresident Limited
Two Harbourfront, 22 Tak Fung Street, Hung Hom, Kowloon, Hong Kong
www.irresident.io, disruption@irresident.io
Copyright©2018 Irresident Limited
Two Harbourfront, 22 Tak Fung Street, Hung Hom, Kowloon, Hong Kong
www.irresident.io, disruption@irresident.io
Copyright©2018 Irresident Limited
