RNTB TOKEN PURCHASE AGREEMENT
Last Updated: January 15, 201 8
This RNTB Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your use of the RNTB distribution smart contract (the “RNTB Distribution Contract”) and purchase of the ERC-20 compatible tokens distributed on the Ethereum blockchain (the “RNTB Tokens”) and is an agreement between you or the entity that you represent (“Buyer” or “you”) and Bitrent LP (together with its affiliates, “Company”). Buyer 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 agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees:
BINDING AGREEMENT: Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of RNTB Tokens.
RNTB TOKENS HAVE NO RIGHTS, USES, OR ATTRIBUTES outside of the BITRENT (the “Project”).
PURCHASE OF RNTB TOKENS ARE NON-REFUNDABLE AND CANNOT BE CANCELLED.
BUYER MAY LOSE ALL AMOUNTS PAID.
RNTB TOKENS MAY HAVE NO VALUE.
COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL RNTB TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
PEOPLE WHO PURCHASE EARLIER THAN YOU MAY RECEIVE MORE TOKENS FOR THE AMOUNT PAID.
PLEASE READ THE RISKS SET FORTH IN SECTION 7 CAREFULLY AND IN THEIR ENTIRETY.
THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.
ACCEPTANCE OF AGREEMENT AND PURCHASE OF RNTB TOKENS
Section 1.1 Effective Time. This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on the official website at http://tokensale.bitrent.io/ (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or (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.
Section 1.2 Website Terms of Service. Company has established Terms of Service, as may be amended from time to time, for the Website located at http://tokensale.bitrent.io/, which are hereby incorporated by reference. Buyer has read, understands and agrees to those terms.
Section 1.3 White Paper. Company has prepared a white paper and other materials concerning the sale of RNTB Tokens and the Project, which are available at https://bitrent.io/wp_bitrent.pdf (the “White Paper”). 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.
Section 1.4 RNTB Tokens. The RNTB Tokens do not have any rights, uses, purpose, attributes, functionalities, or features, expressed or implied, outside the Project. Although RNTB 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.
Section 1.5 Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the RNTB Tokens will be utilized by Company in its sole discretion, as described in the White Paper.
RNTB TOKEN DISTRIBUTION
Section 2.1 Company's Obligations. Company shall allocate and distribute RNTB Tokens (the “Token Distribution”) in a manner consistent with the White Paper, including, without limitation, that the distribution will take place over several days with earlier buyers receiving more RNTB Tokens for the same amount paid. Company will provide on its Website specific procedures and instructions for purchasing RNTB Tokens.
Section 2.2 Buyer's Obligations. Buyer shall follow procedures and instructions for purchasing RNTB Tokens provided by Company on its website. Failure to follow such procedures may result in Buyer not receiving any RNTB Tokens. By purchasing RNTB Tokens, Buyer acknowledges and understands and has no objection to such procedures and specifications. Buyer shall provide an accurate digital wallet address to Company for receipt of any RNTB Tokens distributed to Buyer pursuant to the RNTB Distribution Contract. Any buyer of RNTB Tokens may lose some or all of the amounts paid for RNTB Tokens. The access or use of the RNTB Distribution Contract and/or the receipt or purchase of RNTB Tokens through any other means are not sanctioned or agreed to in any way by Company. Buyer should take great care that the website used to purchase RNTB Tokens has the following universal resource locator (URL): http://tokensale.bitrent.io/
Section 2.3 Allocation and Sale of RNTB Tokens to Company Parties. Buyer understands and consents to the participation of Company’s past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, and service providers in the purchase of RNTB Tokens, including people who may work on the development and implementation of the Project or who may work for Company’s future businesses that Company may establish with a portion of the proceeds from the Token Distribution.
Section 2.4 No Representations and Warranties. The RNTB Tokens will be distributed to buyers thereof pursuant to the RNTB Distribution Contract. Company makes no 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 RNTB Distribution Contract or the RNTB Tokens or their utility, or the ability of anyone to purchase or use the RNTB Tokens. Without limiting the foregoing, none of the Company Parties represent or warrant that the process of purchasing and/or receiving the RNTB Tokens will be uninterrupted or error-free or that the RNTB Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive RNTB Tokens and may lose the entire amount Buyer paid to Company.
Section 2.5 Not an Offering of Securities, Commodities, or Swaps. The sale of RNTB Tokens and the RNTB Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and sales of RNTB 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.
Section 2.6 Not an Investment. Buyer should not participate in the RNTB Token Distribution or purchase RNTB Tokens for investment purposes. RNTB 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: (a) the Project will ever be adopted; (b) the Project will be adopted as developed by Company and not in a different or modified form; (c) a blockchain utilizing or adopting the Project will ever be launched; and (d) a blockchain will ever be launched with or without changes to the Project.
Section 2.7 Not for Speculation. Buyer acknowledges and agrees that Buyer is not purchasing RNTB Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
Section 2.8 Sources and Uses of Funds.
Use of Funds. Buyer shall not use RNTB Tokens to finance, engage in, or otherwise support any unlawful activities.
Payments. All payments by Buyer under this Agreement shall be made only in Buyer’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, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer shall comply with all anti-money laundering and counter-terrorism financing requirements.
Section 2.9 Transfers
Transfer Fees. Buyer agrees that any transfer of RNTB Tokens may be subject to transfer fees imposed by Company from time to time through Etherium Wire Protocol.
Transfer Restrictions. Buyer agrees that Company may place limitations on the transferability of RNTB Tokens through the Etherium Wire Protocol.
NO OTHER RIGHTS CREATED
Section 3.1 No Claim, Loan or Ownership Interest. The purchase of RNTB Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.
Section 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, formulae, 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.
SECURITY AND DATA; TAXES AND FEES
Section 4.1 Security and Data Privacy.
Buyer’s Security. Buyer will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of RNTB Tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords, or other login or identifying credentials. 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 RNTB Tokens and/or access to Buyer’s account. Company is under no obligation to recover any RNTB Tokens and Buyer acknowledges, understands and agrees that all purchases of RNTB Tokens are non-refundable and Buyer will not receive money or other compensation for any RNTB Tokens purchased.
Additional Information. Upon Company’s request, Buyer will immediately provide to Company information 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. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute RNTB Tokens to Buyer until such requested information is provided.
Section 4.2 Taxes. Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of RNTB Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.
Article Five REPRESENTATIONS AND WARRANTIES OF BUYER
By purchasing RNTB Tokens, Buyer represents and warrants to Company that:
Section 5.1 Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to use the RNTB Distribution Contract and purchase RNTB Tokens, and to carry out and perform its obligations under this Agreement.
If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase RNTB Tokens.
If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
Section 5.2 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 Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer 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 Buyer is a party or by which it is bound; or
any laws, regulations or rules applicable to Buyer.
Section 5.3 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.
Section 5.4 Buyer Status. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the 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.
Section 5.5 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 RNTB 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 RNTB Tokens, and liability to the Company Parties and others for its acts and omissions, including, with limitation, those constituting breach of this Agreement, negligence, fraud, or other willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase RNTB Tokens.
Section 5.6 Funds; Payments.
Funds. The funds, including any fiat, virtual currency, or cryptocurrency, Buyer uses to purchase RNTB Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the RNTB Tokens to finance, engage in, or otherwise support any unlawful activities.
Payments. All payments by Buyer under this Agreement will be made only in Buyer’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, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. §
5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
Section 5.7 Miscellaneous Regulatory Compliance.
Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.
Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or RNTB Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with RNTB Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
Article Six DISCLAIMERS
Section 6.1 Purchasing Tokens at Buyer’s sole risk. Buyer expressly acknowledges, understands and agrees that Buyer is using the RNTB Distribution Contract and purchasing RNTB Tokens at the Buyer’s sole risk and that the RNTB Distribution Contract and RNTB 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.
Section 6.2 No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY; AND (B) WITH RESPECT TO THE RNTB DISTRIBUTION CONTRACT AND THE RNTB TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT OR 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
RNTB 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 RNTB Tokens (including those not discussed herein), all of which could render the RNTB Tokens worthless or of little value:
Section 7.1 No Rights, Functionality or Features. RNTB Tokens have no rights, uses, purpose, attributes, functionalities or features, expressed or implied, outside the Project.
Section 7.2 Bitrent Platform. Buyer should not purchase RNTB Tokens in reliance on the Bitrent Platform because RNTB Tokens may not be usable on the Bitrent Platform and do not entitle Buyer to anything with respect to the Bitrent Platform.
Section 7.3 Purchase Price Risk. The distribution of RNTB Tokens will occur at the end of the Distribution Period. There are no guarantees as to the price of RNTB Tokens purchased by Buyer and no guarantees that the price per RNTB Token determined each period by the market will be equal to or higher. There is the possibility that the price per RNTB Token will fall below the price paid by initial buyers of RNTB Tokens during the Distribution Period. Company reserves the right to change the duration of the Distribution Period for any reason, including, without limitation, bugs in the Distribution Contract or the unavailability of the Website or other unforeseen procedural or security issues.
Section 7.4 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 RNTB Distribution 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 RNTB Tokens the same day Buyer sends ETH.
Section 7.5 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.
Section 7.6 Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in RNTB Tokens at any time, or for the price Buyer paid. By using the RNTB Distribution Contract or by purchasing RNTB Tokens, Buyer acknowledges, understands and agrees that: (a) RNTB Tokens may have no value; (b) there is no guarantee or representation of liquidity for the RNTB Tokens; and (c) Company is not and shall not be responsible for or liable for the market value of RNTB Tokens, the transferability and/or liquidity of RNTB Tokens and/or the availability of any market for RNTB Tokens through third parties or otherwise.
Section 7.7 Token Security. RNTB Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the RNTB Distribution Contract or the RNTB 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 RNTB 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 RNTB Tokens or result in the loss of Buyer’s RNTB Tokens, the loss of Buyer’s ability to access or control Buyer’s RNTB 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 RNTB Tokens are not guaranteed any remedy, refund or compensation.
Section 7.8 Access to Private Keys. RNTB 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 RNTB Tokens will result in loss of such RNTB Tokens, access to Buyer’s RNTB 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 RNTB Tokens. Company is not responsible for any such losses.
Section 7.9 New Technology. The Project and all of the matters set forth in the White Paper are new and untested. The Project might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the Project will ever be launched and there may never be an operational platform. Even if the Project is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the Project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the RNTB Tokens and the Project may become outdated.
Section 7.10 Reliance on Third-Parties. Even if completed, the Project 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 Project.
Section 7.11 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 RNTB Token balance on the Ethereum blockchain.
Section 7.12 Exchange & Counterparty Risks. If Buyer sends ETH to the RNTB Distribution Contract from an exchange or an account that Buyer does not control, pursuant to the RNTB Distribution Contract, RNTB Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s RNTB Tokens. Furthermore, if Buyer chooses to maintain or hold RNTB Tokens through a cryptocurrency exchange or other third party, Buyer’s RNTB 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 Project. By using the RNTB Distribution Contract and/or by purchasing RNTB Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the RNTB Distribution Contract through an exchange account and/or holds RNTB Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.
Section 7.13 Changes to the Project. The Project is still under development and may undergo significant changes over time. Although Company intends for the Project 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 Bitrent Platform does not meet Buyer’s expectations.
Section 7.14 Project Completion. The development of the Project 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.
Section 7.15 Lack of Interest. Even if the Project is finished, launched and adopted, the ongoing success of the Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.
Section 7.16 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 RNTB Tokens in various ways, including, for example, through a determination that RNTB Tokens are regulated financial instruments that require registration. Company may cease the distribution of RNTB Tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
Section 7.17 Risk of Government Action. 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 RNTB Tokens and/or the development of the Project.
Section 7.18 Other Unanticipated Risks. In addition to the risks set forth here, there are other risks that the Bitrent team cannot anticipate. Risks may further materialize as unanticipated combinations or variations of the risks set forth here.
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Company. Company shall not be liable to Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including damages for lost profits, goodwill, use or data), even if and notwithstanding the extent to which Company has been advised of the possibility of such damages. Buyer agrees not to seek any refund, compensation or reimbursement from a Company Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
Section 8.2 Damages. In no circumstances will the aggregate joint liability of the Company Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
Section 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.
Section 8.4 Release. To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, and/or damages 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.
Section 8.5 Indemnification.
To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Company arising from or relating to: (i) Buyer’s purchase or use of RNTB Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer;
(v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
Company reserves the right to exercise sole control over the defense, at Buyer’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 Buyer and Company.
Article Nine DISPUTE RESOLUTION
Section 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.
Section 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 will occur in London, United Kingdom. Arbitration will be conducted confidentially by a single arbitrator in accordance with the LCIA Arbitration Rules of the London Court of International Arbitration, which are hereby incorporated by reference. The LCIA Arbitration Rules of the London Court of International Arbitration are available on the LCIA website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the LCIA Arbitration Rules, or (ii) waive your opportunity to read the LCIA Arbitration Rules and any claim that the LCIA Arbitration Rules are unfair or should not apply for any reason. The language to be used in the arbitral proceedings shall be English. 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,
Section 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
Section 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 United Kingdom 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.
Section 10.2 Assignment. Buyer shall not assign this Agreement without the prior written consent of Company. 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.
Section 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 Company about the RNTB Tokens or the Project.
Section 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.
Section 10.5 Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at http://tokensale.bitrent.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.
Section 10.6 Termination of Agreement; Survival. This Agreement will terminate upon the completion of all sales in the RNTB 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: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
Section 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.
Section 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.
Section 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 RNTB Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.