This Token Application (Application) forms an agreement between you (the Purchaser or You) and Capital Crypto World Limited (Token Generator) containing the terms and conditions by which you purchase the Capital Crypto World Limited cryptographic digital tokens generated by and recorded on the Token Generator's Stellar smart contract (Tokens) in accordance with the Terms and Conditions and White Paper (as such terms are defined below).
The Token Generator's current form of Token sale terms and conditions available at [Web address] (the Terms and Conditions), and the current white paper and other material describing the generation and sale of Tokens available at [Web address] (the White Paper) are hereby incorporated in this Application by reference. Capitalised terms used in his Application and not otherwise defined herein shall have the meaning set forth in the Terms and Conditions.
In consideration of the mutual representations, warranties and agreements contained in this Application, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Token Generator and Purchaser agree as follows:
1:- Purchase of Tokens
1.1 Purchaser hereby applies to purchase the following number of Tokens, for the following purchase price payable in [Ether], to the Token Generator's receiving digital ID address set forth below.
|Number of Tokens:
||[Insert] (Purchased Tokens)
|Amount payable per Tokens:
|Total purchase price:
||[Insert] in Ether (Purchase Price)
|Token Generator's receiving Ethereum address:
||[Insert] (Token Generator's Receiving Address)
1.2 Purchaser shall transfer the Purchase Price to the Token Generator's Receiving Address immediately upon acceptance of this Application. Purchaser confirms that it will purchase and hold Tokens on the terms set out in the Terms and Conditions and White Paper.
2:- Delivery of Tokens
2.1 Upon the date the Tokens are delivered, which is expected to be within [*] days after the public release of the production ready Token Smart Contract, as released and ratified by the Token Generator (Token Delivery Date), Token Generator agrees to deliver the Purchased Tokens to Purchaser's [digital wallet address] set forth below:
|Purchaser's digital wallet address:
||[Insert] [Token Generator to confirm if this will be Purchaser's sending Ethereum address] (Purchasers Address)
2.2 Purchaser must confirm that the digital wallet address set forth above is complete and accurate in all respects and failure to do so may result in the total loss of Purchaser's Purchased Tokens. Token Generator will not be responsible for any loss or delay of delivery of Purchased Tokens resulting from Purchaser failing to specify a complete and accurate Ethereum address.
2.3 Purchaser agrees that transfer of Tokens will be subject to transfer fees imposed by Token Generator and/or the Ethereum Foundation from time to time through the Ethereum Protocol and/or Tokens Platform, which may vary from time to time. When sending Purchase Price, Purchaser shall set its Gas Limit as follows:
|Recommended Gas Limit
[Token Generator to include other procedures and instructions for purchasing Tokens, if any.]
3:- Sources and uses of funds
3.1 Purchaser shall not use Tokens to finance, engage in, or otherwise support any unlawful activities. All payments and transmissions by Purchaser under this Application shall be made only in Purchaser’s name, from a digital wallet [or bank account] not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force.
3.2 You acknowledge that, in order to comply with measures aimed at the prevention of money laundering and terrorism, the Token Generator and/or any of its delegates or agents, may require verification of your identity and the source of the property comprising the Purchase Price before this Application can be processed. You undertake to provide (a) such information and documentation as the Token Generator and/or any of its delegates or agents may request to verify its identity in compliance with applicable anti-money laundering laws and regulations, and (b) any further information and documentation as the Token Generator and/or any of its delegates or agents may request from time to time to ensure ongoing compliance with applicable laws and regulations. You acknowledge that neither the Token Generator nor any of its delegates or agents shall be liable for any loss arising as a result of a failure to process this Application if such information and documentation as has been requested has not been provided by you. You agree to indemnify and hold harmless the Token Generator and its delegates and agents against any loss incurred by them due to such information and documentation as has been requested not being provided by you.
3.3 You represent, warrant and covenant that you are not, nor is any person or entity controlling, controlled by or under common control with you, acting, directly or indirectly (a) in contravention of any applicable laws and regulations, including anti-money laundering regulations or conventions, (b) on behalf of terrorist or terrorist organisations, 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) or on any lists or resolutions issued by the United Nations (whether through the Security Council or otherwise) pursuant to which dealings with persons specified therein are prohibited, restricted or discouraged, as such lists may be amended from time to time; (c) 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 and (d) as trustee, agent, representative or nominee for a foreign shell bank (each such person in (a) to (d), a Prohibited Person).
3.4 You represent, warrant and covenant that you
- are not, nor is any person or entity controlling, controlled by or under common control with you, a Prohibited Person
- the funds paid for Tokens on your own behalf of any of your beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations and
- to the extent you have any beneficial owners,
you have carried out thorough due diligence to establish the identities of such beneficial owners;
based on such due diligence, you reasonably believe that no such beneficial owners are Prohibited Persons,
you hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of you cease to be a holder of a Token, and
you will make available such information and any additional information that Token Generator or its delegates or agents may require upon request in accordance with applicable regulations.
3.5 If any of the representations, warranties or covenants in this section ceases to be true or if the Token Generator no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Token Generator may, in accordance with applicable regulations, be obligated to (a) take certain actions relating to your Tokens or application for Tokens (b) report such action, and (c) disclose your identity to OFAC or other authority. In the event that the Token Generator is required to take any such action, you understand and agree that you shall have no claim against the Token Generator for any form of damages as a result of any of such actions.
3.6 If, as a result of any information or other matter which comes to his attention, any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to: (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering; or (ii) a police constable not below the rank of inspector, or the Financial Reporting Authority, pursuant to the Terrorism Law (Revised) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
4:- Instructions and communications
4.1 Any notice to be given by the you to the Token Generator should be delivered to:
4.2 You authorise and instruct the Token Generator and its delegates and agents to accept and execute any instructions in respect of your Purchased Tokens to which this Application relates given by you in writing (including via email). If instructions are given by email you agree to keep each of the Token Generator and its delegates and agents indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon such instructions.
4.3 You acknowledge that the Token Generator and its delegates and agents may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine and to be signed by properly authorised persons.
4.4 If this Application is made by joint applicants, the Token Generator and its delegates and agents are authorised to rely upon and act in accordance with instructions from any one of the joint holders (the joint holders undertake that any instructions given by any one joint holder is binding on each joint holder).
4.5 Unless otherwise agreed to in writing, the Token Generator will deliver all communications to you using e-mail sent to any one e-mail address that you have provided to the Token Generator, including the e-mail address you have used for this Application.
4.6 You acknowledge that,
- mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient;
- neither the Token Generator nor any of its delegates or agents will be liable for any interception or non-delivery of communications sent by email;
- you will be solely responsible for notifying the Token Generator in writing of any change in your email address and that the Token Generator may not seek to verify or confirm the your email address as provided; and
- the Token Generator may intercept, monitor and retain e-mail messages to and from its systems as permitted by applicable law.
- The Company is not responsible for any technical and/or network malfunction, breakdown, delay or interruption of Service causing the Site to be unavailable to Users at any point in time.
- In the case of fraud or suspicious activities, the Company reserves the right to report all the necessary information (e.g. names, addresses, etc.) to the relevant authorities.
- The Company may freeze User’s Account at any time upon request of any competent authority undertaking the investigation of a fraud or an illegal activity.
- The Company is not liable for any fraud, death or personal injury resulted by negligence, breach of these Terms prescribed by the law, or any other regulations excluded from the provision of the law.
5:- Tax Information Exchange Obligations
5.1 You acknowledge that Token Generator may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of Tokens under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between the Cayman Islands (or any Cayman Islands government body) and the U.S., the U.K. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations or guidance in the Cayman Islands that give effect to the foregoing.
5.2 You shall execute properly and provide to Token Generator in a timely manner any documentation or other information that Token Generator or its agents may request in writing from time to time in connection with the Tax Information Exchange Obligations. You waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit Token Generator's compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) you from providing any requested information or documentation, or (ii) the disclosure by Token Generator and its agents of the provided information or documentation to applicable regulatory authorities.
5.3 Without limitation, you shall provide any documentation or other information regarding yourself and your beneficial owners requested by Token Generators or its agents in connection with the Tax Information Exchange Obligations
5.4 If you provide information and/or documentation that is in anyway misleading, or if you fail to provide Token Generator or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by Token Generator, or a risk of Token Generator or its token holders being subject to withholding tax or other penalties), Token Generator reserves the right to take any action and/or pursue all remedies at Token Generator's disposal including, without limitation, to hold back the delivery of Purchased Tokens.
5.5 Further, you shall have no claim against Token Generator, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of Token Generator in order to comply with the Tax Information Exchange Obligations.
6:- Personal Information
6.1 In consideration of the Token Generator's acceptance of your offer to purchase Tokens and recognizing its reliance thereon, you agree, represent and warrant to Token Generator that:
- you are fully in compliance with the Terms and Conditions;
- you are acquiring the Tokens solely for your own account and not as nominee or custodian for another person or entity;
No United States of America [client to add other restricted jurisdictions] nexus
- you are not:
- a “U.S. Person” ;
- a member of the public in the Cayman Islands;
- executing this Application within the United States; or See Exhibit A attached hereto for the definition of a “U.S. Person”.
- acting on behalf of a trust which has any beneficiaries or trustees that are U.S. Persons
- you are not acquiring and will not transfer any Tokens within the United States of America, its territories or possessions (hereinafter collectively referred to as the “United States”); .
- you did not engage (except as specifically authorized by the Token Generator) and will not engage in any activity relating to the sale of Tokens in the United States;
- you will not transfer directly or indirectly any of your Tokens or any interest therein (including without limitation any right to receive dividends or other distributions) without the consent of the operators of the Token Generator and further, you will not transfer directly or indirectly any of your Tokens or any interest therein (including without limitation any right to receive dividends or other distributions) to a U.S. Person or to any other person or entity unless the proposed transferee has made the same representations and warranties as set out herein;
- you did not acquire and will not transfer any Tokens within [to discuss with client restricted jurisdictions], its territories or possessions (hereinafter collectively referred to as the Restricted Territory);
- you did not engage (except as specifically authorized by the Token Generator) and will not engage in any activity relating to the sale of the Tokens in the Restricted Territory;
- you are not aware of and am in no way relying on, and did not become aware of the sale of Tokens through or as a result of, from or in any of the United States or Cayman Islands: any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the internet, in connection with the offering and sale of Tokens and you are not purchasing Tokens and did not become aware of the offering of Tokens through or as a result of, in any of the United States or Cayman Islands, any seminar or meeting to which you were invited by, or any solicitation of a subscription by, a person not previously known to you in connection with investments in securities generally.
- You are responsible for the decision to acquire Tokens and you have legal competence and capacity to execute this Application.
- You have the knowledge, expertise and experience in financial matters to evaluate the risks of acquiring Tokens, you are aware of the risks inherent in acquiring and the method by which the assets of the Token Generator are held and/or traded and you can bear the risk of loss of your entire token acquisition.
- You are qualified and authorized to make such acquisition decision and, to the extent deemed necessary, you have consulted your own advisors and legal counsel regarding acquisition of Tokens. In making the decision to acquire Tokens, you have not relied on any advice or recommendation from the Token Generator nor any agent associated with the Token Generator.
- To the extent that you are acting on behalf of an entity, you have the full power and authority under such entity's governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire Tokens.
Binding Application and extent of representations and warranties
- This Application constitutes a valid and binding Application and is enforceable against you in accordance with its terms.
- You have read in full and understand this Application, the Terms and Conditions and White Paper and the terms and conditions to which you are bound.
7.1 In this Application:
- a reference to a statute includes references to that statute as amended or re-enacted and to other statutes that modify its application as well as references to any subordinate legislation made or to be made under that statute;
- headings are included for convenience only and shall not affect the interpretation of this Application;
- the singular includes the plural and vice versa;
- any gender includes the other genders;
- any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
- references to any, document or agreement are to be construed as references to such document or agreement as is in force for the time being and as amended, varied, supplemented, substituted or novated from time to time.
7.2 any schedules to this Application form part of it.
7.3 If the Purchaser comprises more than one person, all representations, warranties, acknowledgements, undertakings and agreements by the Purchaser binds those persons jointly and each of them individually, and all benefits in favour of the Purchaser benefits those persons jointly and each of them individually.
7.4 This Application is binding on the Purchaser and its successors and permitted assigns and ensures for the benefit of the successors and assigns of the Token Generator.
7.5 Each representation, warranty, covenant and acknowledgement contained in this Application shall:
- survive the execution and delivery of this Application and the sale of the Tokens; and
- be deemed to be reaffirmed by the Purchaser at any time its make an application for business or enters into a one of transaction with the Token Generator.
7.6 If a provision of this Application is invalid or unenforceable under any applicable law, it is inoperable to that extent and its invalidity or inoperability does not affect any other provision of this Application.
7.7 This Application shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Cayman Islands, 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. All disputes or claims arising out of or in connection with this Application, including disputes relating to its validity, breach, termination or nullity shall be finally settled under by a court in the Cayman Islands.
By clicking the “I Accept” box on the page linking to this Application, you accept and agree to be bound by this Application. Following acceptance, please deliver a copy of this Application with Terms and Conditions and White Paper to e-mail address registered by Purchaser.