IMPORTANT INFORMATION: PLEASE READ THE BELOW TOKEN PURCHASE AGREEMENT VERY CAREFULLY.
This Token Purchase Agreement (the “Agreement”) will be entered into by and between Smart App Technology Ltd (or “Company”), a company duly registered and existing under the laws of Republic of Belarus, which will mean and include all its successors and permitted assigns (hereinafter referred to as “SmartChain”, or “We”) and you (hereinafter referred to as the “Purchaser”, “Participant” or “You”).
Whereas, SmartChain and Purchaser (hereinafter referred to individually as a “Party” and collectively, as the “Parties”) desire to enter into a relationship in which the Purchaser buys, and SmartChain will provide the SmartChain tokens (“SCHT”) in the SmartChain token sale (the “Token Sale”), to be used on the SmartChain platform in exchange for consideration which has been fixed as published by SmartChain on its website http://smartchain.io (the “Website”).
The Participants will be contributing to SmartChain to help in its development of the software for the SmartChain Platform, but such contribution will not provide any Participant with any asset, bond, security, derivative or any other financial instrument in SmartChain.
BY USING THE WEBSITE AND/OR PURCHASING SCHT, YOU AGREE TO THE FOLLOWING TERMS IN THEIR ENTIRETY.
IT IS UNDERSTOOD AND PRESUMED THAT THE RESPECTIVE PARTICIPANT HAS FULLY READ, UNDERSTOOD, AND ACCEPTED THESE TERMS.
IF ANY PARTICIPANT DOES NOT AGREE WITH THESE TERMS IN GENERAL OR ANY PART OF IT, ONE SHOULD ENTIRELY WITHHOLD FROM USING THE WEBSITE AND/OR PURCHASING SCHT.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE WEBSITE OR ANY INFORMATION, LINK OR CONTENT ON THE WEBSITE AND DO NOT PARTICIPATE IN THE TOKEN SALE.
Purchaser acknowledges, understands and agrees to the following:
• MATTERS RELATING TO SMARTCHAIN PLATFORM:
1. Smart App Technology Ltd is developing the SmartChain Platform (“SmartChain Platform”) as further described in the White Paper (it may be amended) (“White Paper”), which can be accessed at http://www.smartchain.io/sites/default/files/07-Smart-Chain-whitepaper_V1.pdf
2. Smart App Technology Ltd reserves the right to perform additional token distributions and any related distribution events in accordance with the White Paper, which can be amended by Smart App Technology Ltd unilaterally at any time.
3. At the end of its development stage Smart App Technology Ltd will be releasing the SmartChain Platform;
• BINDING AGREEMENT. Purchaser fully acknowledges, understands and agrees that Purchaser is subject to and bound by this Agreement by virtue of purchase of SmartChain Tokens.
• NO U.S. OR CHINESE PURCHASERS. SmartChain Tokens are not offered or distributed to any U.S. persons (as defined below). If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia, or have any other minimal connection or any other ties with the United States of America (“U.S. person”) or, 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 SmartChain Tokens.
• SMARTCHAIN TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. SCHT do not have any rights, uses, purposes, attributes, functionalities or features, express or implied, including without limitation any uses, purposes, attributes, functionalities or features except those that are provided by SmartChain Platform and this Agreement.
• PURCHASE OF SMARTCHAIN TOKENS. Any price and/or other amounts paid for SmartChain tokens are non-refundable. Such purchases cannot be cancelled or withdrawn in any other way. Purchaser acknowledges, understands and agrees that there is a risk of losing any and all amounts paid.
• SMARTCHAIN TOKENS MAY HAVE NO VALUE. Purchaser acknowledges, understands and agrees that SmartChain tokens may have no real value that can be neither calculated nor expressed in any material equivalent.
• SMARTCHAIN TOKENS PURCHASE CANCELLATION. Smart App Technology Ltd reserves the right to refuse or cancel SmartChain token purchase requests at any time in its sole discretion.
• OTHER RISKS. Please read the risks set forth in Section 7 carefully and in their entirety. Please contact Smart App Technology Ltd immediately in case any questions arise.
THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.
ARTICLE ONE: ACCEPTANCE OF THE AGREEMENT AND PURCHASE OF SMARTCHAIN TOKENS
1.1. This Agreement shall be effective and binding on the Parties when Purchaser: (a) clicks the check box on the official https://smartchain.io/ website (the “Website”) to indicate that Purchaser has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Purchaser. Purchaser agrees to be bound on this basis, and confirms that Purchaser has read in full and understands this Agreement and the terms on which Purchaser is bound.
1.3. White Paper. Smart App Technology Ltd has prepared the White Paper, which is available at http://www.smartchain.io/sites/default/files/07-Smart-Chain-whitepaper_V1.pdf, describing matters relating to the SmartChain Platform. The White Paper may be amended from time to time. The latest version of the White Paper is hereby incorporated by reference. Purchaser confirms that it has read, acknowledged, understood and agrees to the White Paper. It is Purchaser’s responsibility to check the Website regularly for any modifications of the White Paper.
1.4. SmartChain Tokens.
a. Purpose. As mentioned above, the SmartChain Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although SCHT 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. Purchaser acknowledges and understands that the proceeds from the sale of the SCHT will be utilized by Company in its sole discretion
ARTICLE TWO: SMARTCHAIN TOKENS DISTRIBUTION
2.1. Allocation and Distribution of SmartChain Tokens. Smart App Technology Ltd intends to allocate and distribute SCHT in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes all the necessary details regarding the timing (SmartChain Distribution Period) and pricing, and the number of SmartChain Tokens to be distributed. During the SmartChain Distribution Period, Smart App Technology Ltd will provide specific procedures on how Purchaser should purchase SmartChain Tokens through the Website. By purchasing SCHT, Purchaser acknowledges, understands and has no objection to such procedures and material specifications. Failure to use the Website and follow the procedures may result in Buyer not receiving any SCHT. Buyer acknowledges and accepts that any Purchaser of SmartChain Tokens may lose some or all of the amounts paid in exchange for SCHT, regardless of the date. The access or use of the SmartChain Smart Contract and/or the receipt or purchase of SmartChain Tokens through any other means other than the Website are not sanctioned by Smart App Technology Ltd or agreed in any way by the Parties. Purchaser should take great care that the website used to purchase SCHT is the Website having the following universal resource locator (URL): http://smartchain.io/.
2.3. Allocation and Participation of SmartChain Tokens to Smart App Technology Ltd Parties. Purchaser understands and consents to the participation of the Smart App Technology’s Ltd past, present and future employees, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of SCHT, including people who may work on the development and implementation of the SmartChain Platform or who may work for Smart App Technology’s Ltd future businesses which Smart App Technology Ltd may establish with a portion of the proceeds from the SmartChain Token Distribution. All such Smart App Technology Ltd Parties will participate on the same terms as every other purchaser of SmartChain Tokens and will be bound by this Agreement.
2.4. No Representations and Warranties. SmartChain Tokens will be distributed to purchasers thereof pursuant to the Agreement. None of the Smart App Technology Ltd 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 SmartChain Smart Contract or SmartChain Tokens or their utility, or the ability of anyone to purchase or use SmartChain Tokens. None of the Smart App Technology Ltd Parties represent or warrant that the process of purchasing SCHT or receiving SCHT will be uninterrupted or error-free or that SmartChain Tokens are reliable and error-free. As a result, Purchaser fully understands that Purchaser may never receive SmartChain Tokens and may lose the entire amount paid to Smart App Technology Ltd. Purchaser shall provide an accurate and full digital wallet address to Smart App Technology Ltd for receipt of any SmartChain Tokens distributed to Purchaser pursuant to the SmartChain Smart Contract.
2.6. Not an Investment. Purchaser should not participate in the purchase of SmartChain Tokens for investment purposes. SmartChain Tokens are not designed for investment purposes and should not be considered as a type of investment as may be defined by any national legislation.
2.7 No Guarantee to Launch the SmartChain Platform. Purchaser acknowledges, understands and agrees that Purchaser should not expect and there is no guarantee, or representation or warranty by Smart App Technology Ltd that: (a) the SmartChain Platform will ever be adopted and implemented; (b) the SmartChain Platform will be adopted as developed by Smart App Technology Ltd and not in a different or modified form. Respectively, SmartChain Tokens may not have any functionality or rights on the SmartChain Platform and holding SmartChain Tokens is not a guarantee, representation or warranty that the holder will be able to use the SmartChain Platform, or receive any tokens utilized on the SmartChain Platform, even if the SmartChain Platform is launched, of which there is no guarantee, representation or warranty made by Company.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1. No Loan or Ownership Interest. The purchase of SmartChain Tokens: (a) is not a loan to Smart App Technology Ltd as may be defined by any national legislation; and (b) does not provide Purchaser with any ownership or other interest in Smart App Technology Ltd.
3.2. Intellectual Property. Smart App Technology Ltd retains all right, title and interest in all of its intellectual property in relation to SmartChain Platform, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Purchaser may not use any of Smart App Technology’s Ltd intellectual property for any reason without Smart App Technology’s Ltd prior written consent.
ARTICLE FOUR: SECURITY AND DATA; TAXES
4.1. Security and Data Privacy.
a. Purchaser will implement necessary and appropriate measures designed to secure access to: (a) any device associated with Purchaser and used in connection with purchase of SmartChain Tokens; (b) private keys to Purchaser’s wallet or token account; and (c) login, password or other identifying credentials In the event that Purchaser is no longer in possession of private keys or any device associated with Purchaser’s account or is not able to provide Purchaser’s login or identifying credentials, Purchaser may lose all SmartChain Tokens and/or access to Purchaser’s account.
b. Additional Information. Upon Smart App Technology’s Ltd request, Purchaser will immediately provide to Smart App Technology Ltd all information of any type and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include but are not limited to passport, driver’s license, utility bills, photographs of associated individuals, government identification cards or sworn statements. Purchaser consents to Smart App Technology Ltd disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Purchaser acknowledges that Smart App Technology Ltd may refuse to distribute SmartChain Tokens to Purchaser or allow use SmartChain Tokens in the SmartChain Platform until such requested information is provided.
4.2. Taxes. Purchaser acknowledges, understands and agrees that: (a) the purchase of SmartChain Tokens may have tax consequences for Purchaser; (b) Purchaser is solely responsible for the compliance with any such tax obligations the Purchaser may have; and (c) Smart App Technology Ltd bears no liability or responsibility with respect to any tax consequences to Purchaser; (d) SmartChain Tokens price does not include VAT, consumption or any other related tax.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF PURCHASER
By buying SCHT, Buyer represents and warrants to each of the Smart App Technology Ltd Parties that:
5.1. Not a US or Chinese Person: Purchaser is not a U.S. person and not a Chinese Person as indicated in Article 2.2 hereof.
5.2. Authority. Purchaser has all requisite power and authority to execute and deliver this Agreement, to use the SmartChain Smart Contract, purchase SmartChain Tokens, and to carry out and perform its obligations under this Agreement.
a. If an individual, Purchaser is at least 18 years old and of sufficient legal age and capacity to purchase SCHT.
b. If a legal person, Purchaser is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
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: (a) any provision of Purchaser’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Purchaser is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Purchaser is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Purchaser.
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 Purchaser.
5.5. Purchaser Knowledge and Risks of Project. Purchaser has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of Blockchain, cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), the Blockchain-based software systems and the Blockchain technology, to be able to evaluate the risks and merits of Purchaser’s purchase of SCHT, including but not limited to the matters set forth in this Agreement.
5.6. Funds; Payments.
a. Funds. The funds, including virtual currency or cryptocurrency, Purchaser uses to buy SmartChain Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Purchaser will not use SCHT to finance or support any unlawful activities.
b. Payments. All payments by Purchaser under this Agreement will be made only in Purchaser’s real name.
5.7. Miscellaneous Regulatory Compliance.
a. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law of any related jurisdiction, Purchaser represents and warrants that it complies with all anti-money laundering and counter-terrorism financing requirements.
b. Sanctions Compliance. Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or SCHT being acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with SCHT, is the subject of sanctions administered or enforced by any country or government (“Sanctions”).
ARTICLE SIX: DISCLAIMERS
6.1. Purchaser expressly acknowledges and agrees that Purchaser is using the SmartChain Smart Contract and purchasing SCHT at the Purchaser’s sole risk and that the SmartChain Smart Contract and SmartChain Tokens are provided, used and acquired without representations, warranties, promises or guarantees whatsoever of any kind by Smart App Technology Ltd and Purchaser shall rely on its own investigation thereof.
6.2. No Representation or Warranty. (A) Smart App Technology Ltd Company hereby disclaims all warranties and conditions including but not limited to the SmartChain Contract and SmartChain Tokens, the Website, information, software, products, related services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
ARTICLE SEVEN: RISKS
SMARTCHAIN TOKENS MAY HAVE NO VALUE. PURCHASER MAY LOSE ALL AMOUNTS PAID.
Purchaser acknowledges and agrees that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of services on Company.
BY PURCHASING TOKENS, PURCHASER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.
7.1. No Rights, Functionality or Features. SCHT have no rights, uses, purpose, attributes, functionalities or features, express or implied. SCHT do not entitle holders to participate on the SmartChain Platform, even if the SmartChain Platform is launched, the SmartChain Software development is finished and the SmartChain Software is adopted and implemented.
7.2. Blockchain Delay Risk. Purchaser acknowledges and understands that Blockchain may not include the Purchaser’s transaction at the time Purchaser expects and Purchaser may not receive SmartChain Tokens the same day Purchaser sends money of any type.
7.3. Token Security. SmartChain Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, smurfing and spoofing. In the event of such a software bug or weakness, there may be no remedy and holders of SCHT are not guaranteed any remedy, refund or compensation.
7.4. Access to Private Keys. SmartChain Tokens may be held by Purchaser in Purchaser’s digital wallet, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Purchaser’s digital wallet storing SCHT will result in loss of such SCHT, access to Purchaser’s SmartChain 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 login credentials of a hosted wallet Purchaser uses, may be able to misappropriate Purchaser’s SCHT. Company is not responsible for such losses.
7.5. New Technology. The SmartChain Software, the SmartChain Platform and all of the matters set forth in the White Paper are new and untested. The SmartChain Software might not be capable of completion, implementation or adoption. It is possible that no Blockchain using the SmartChain Software will ever be launched and there may never be an operational SmartChain Platform. Purchaser should not rely on the SmartChain Software or the ability to receive tokens associated with the SmartChain Platform in the future. Even if the SmartChain Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with the Blockchain adopting the SmartChain Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the SmartChain Tokens may become outdated.
7.6. Reliance on Third-Parties. Even if completed, the SmartChain 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 might have a material adverse effect on the SmartChain Software and SmartChain Platform.
7.7. Changes to the SmartChain Software. The SmartChain Software is still under development and may undergo significant changes over time. Although Company intends for the SmartChain 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, any of which may mean that the SmartChain Platform does not meet Purchaser’s expectations.
7.8. Project Completion. The development of the SmartChain 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.
7.9. Lack of Interest. Even if the SmartChain Software is finished and adopted and the SmartChain Platform is launched, the ongoing success of the SmartChain Platform relies on the interest and participation of third parties like developers and all the specialists involved. There can be no assurance or guarantee that there will be sufficient interest or participation in the SmartChain Platform.
7.10. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and the 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, the Blockchain technology and its applications. Such changes could negatively impact SCHT. Company may cease the distribution of SCHT, the development of the SmartChain Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.11. 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 SmartChain Tokens and/or the development of the SmartChain Software.
ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Purchaser disclaims any right or cause of action against the SmartChain Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any SmartChain Party. Each of the SmartChain Parties shall not be liable to Purchaser for any type of Damages, even if and notwithstanding the extent a SmartChain Party has been advised of the possibility of such Damages. Purchaser agrees not to seek any refund, compensation or reimbursement from a SmartChain 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 SmartChain Parties, whether in contract, warranty, tort or other theory, for Damages to Purchaser under this Agreement exceed the amount received by Company from Purchaser.
8.3. Force Majeure. Buyer understands and agrees that Company shall not be liable and disclaims all liability to Purchaser in connection with any force majeure event, including acts of God, labour 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, Purchaser releases the SmartChain 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 Purchaser and the acts or omissions of third parties.
a. To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless and reimburse the SmartChain Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a SmartChain Party arising from or relating to: (a) Purchaser’s purchase or use of SmartChain Tokens; (b) Purchaser’s responsibilities or obligations under this Agreement; (c) Purchaser’s breach of or violation of this Agreement; (d) any inaccuracy in any representation or warranty of Purchaser; (e) Purchaser’s violation of any rights of any other person or entity; and/or (f) any act or omission of Purchaser that is negligent, unlawful or constitutes willful misconduct.
b. Company reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Purchaser and Company.
ARTICLE NINE: DISPUTE RESOLUTION
9.1. Informal Dispute Resolution. Purchaser and Smart App Technology Ltd 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 (“Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute sent by one Party and being received by another Party, such Dispute shall be finally resolved by Binding Arbitration as defined in Article 9.2 below.
9.2. Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be settled under the Rules of Arbitration of the International Arbitral Centre of the International Arbitration Court of the BelCCI ('the IAC'). 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. Smart App Technology Ltd and Purchaser will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, Smart App Technology Ltd 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 is personal to Purchaser and Smart App Technology Ltd 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. This Agreement shall be governed in all respects, including but not limited to its formation, applicability, breach, termination, validity or enforceability according to the right and good.
10.2. 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 Smart App Technology Ltd Party about SmartChain Tokens, the SmartChain Smart Contract and SmartChain Platform.
10.3. Modification of Agreement. Smart App Technology Ltd may modify this Agreement at any time by posting a revised version on the Website. The modified terms will become effective upon posting. It is Purchaser’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.
10.4. Termination of Agreement. Smart App Technology Ltd reserves the right to terminate this Agreement, in its sole discretion, in the event that Purchaser breaches this Agreement.
10.5. No Waivers. The failure by Smart App Technology Ltd to exercise or enforce any right or provision of this Agreement will neither constitute a present or future waiver of such right or provision nor limit Smart App Technology’s Ltd right to enforce such right or provision at a later time. All waivers by Smart App Technology Ltd must be unequivocal and in writing to be effective.
10.6. Electronic Communications. Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Purchaser pursuant to this Agreement or in connection with or related to Purchaser’s purchase of SmartChain Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Purchaser, in electronic form.
SMARTCHAIN TOKEN DISTRIBUTION
Within the SmartChain Token Distribution, eighty million (80.000.000) SmartChain Tokens will be distributed according to the schedule below:
1. 56,000,000 SmartChain Tokens (70% of the total amount of SmartChain Tokens to be distributed) will be available for sale.
2. 20,000,000 SmartChain Tokens (25% of the total amount of SmartChain Tokens to be distributed) will be reserved for Company.
3. 4,000,000 SmartChain Tokens (5% of the total amount of SmartChain Tokens to be distributed) will be reserved for community grants and the bounty campaign.