THE TRIPTOK TOKEN
TOKEN PURCHASE AGREEMENT
- Article I ACCEPTANCE OF AGREEMENT AND PURCHASE OF TRIPTOK TokenS 6
- ARTICLE II NO OTHER RIGHTS CREATED 8
- ARTICLE III SECURITY AND DATA 8
- ARTICLE IV TAXES 9
- ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 9
- ARTICLE VI KEY DISCLAIMERS 11
- ARTICLE VII RISKS 11
- ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION 15
- ARTICLE IX DISPUTE RESOLUTION 16
- ARTICLE X MISCELLANEOUS 17
Schedule 1 20
- Financial terms 20
- Pre-sale 20
- Obligation to deliver 20
TRIPTOK Token Purchase Agreement
This token purchase agreement (the “Agreement“) is between you or the entity you represent (the “Buyer” or “you”) and Tripworld PTE LTD, a validly established non-profitable foundation under the laws and regulations of Singapore (together with its parent company, subsidiaries and affiliates, “TRIPWORLD”). Buyer and TRIPWORLD shall be referred to individually as a “Party” and collectively, as the “Parties”.
This Agreement contains the terms and conditions that govern the purchase of the standard Ethereum ERC20-compatible TRIPTOK Tokens (the “TRIPTOK Tokens“) from TRIPWORLD, for their utilization on the TRIPWORLD ecosystem (the “TRIPWORLD Network“).
Please read this Agreement carefully, and your attention is drawn in particular to the following terms of this Agreement:
- BINDING AGREEMENT
Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of TRIPTOK Tokens.
- RESTRICTION ON SALES IN CERTAIN COUNTRIES
TRIPTOK Tokens are not being publicly offered or distributed to any citizen/resident of, or a person located or domiciled in, a Restricted Country (a “Restricted Person“). A “Restricted Country” refers to any country that, as of the date of Buyer’s execution of this Agreement (the “Effective Date“), has restricted the sale, issuances, or utilization of cryptocurrency in such country, and, for the purposes of this Agreement, shall be deemed to include the United States of America and China (which, for the avoidance of doubt, shall exclude Hong Kong, Macau and Taiwan). If you are a Restricted Person and attempt to purchase TRIPTOK Tokens from TRIPWORLD via its pre-sale or public sale program, TRIPWORLD shall not be liable in any way whatsoever to you, and reserves the right to take all necessary action to avoid any liability as a result of your attempted purchase, including cancelling your token purchase.
- TRIPTOK TokenS ARE UTILITY TOKENS AND HAVE NO RIGHTS, PROFITS OR DIVIDENDS
The TRIPTOK Tokens are utility tokens which are meant to be utilised for the services within the TRIPWORLD ecosystem. Holders of the TRIPTOK Tokens shall not, under any circumstances, have voting rights, a right to a share of profits or the right to receive dividends, through holding the TRIPTOK Tokens. Save for the right to exchange the TRIPTOK Tokens for the services on the TRIPWORLD ecosystem, the TRIPTOK Tokens do not have any rights of redemption as against TRIPWORLD for cash or any form of consideration.
- THE MARKET PRICE OF TRIPTOK TokenS IN PUBLIC EXCHANGES ARE UNPREDICTABLE AND TRIPTOK TokenS MAY HAVE NO VALUE
Buyer understands and accepts that there is a possibility (but for the avoidance of doubt, not guaranteed nor warranted) that TRIPTOK Tokens may be listed on exchange(s) and the market price of TRIPTOK Tokens on such exchange(s) is unpredictable. Buyer understands and accepts that due to the unpredictability and uncertainty of the market price, the value of the TRIPTOK Tokens Buyer holds may fluctuate and vary from time to time, and Buyer shall bear the burden of all potential value losses when holding the TRIPTOK Tokens.
- COMPLIANCE WITH APPLICABLE LAWS
It is Buyer’s responsibility to ensure that it is eligible to purchase the TRIPTOK Tokens under the applicable laws of its jurisdiction, and Buyer is fully responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registration itself as may be required for its compliance with all relevant regulations, including, but not limited to, any relevant foreign exchange regulations and/or overseas investment regulations, tax, money laundering, in each case without requiring TRIPWORLD to take any steps to ensure such compliance.
- NON-REFUNDABLE AND NON-CANCELLABLE
The purchase of TRIPTOK Tokens is non-refundable and purchases cannot be cancelled by Buyer. Buyer may lose all amounts paid.
- RIGHT OF CANCELLATION
TRIPWORLD reserves the right to refuse or cancel TRIPTOK Token purchase requests at any time in its sole discretion.
- PRE-SALE DISCOUNT
Earlier buyers of TRIPTOK Tokens may receive more TRIPTOK Tokens for the same amount of value paid by later buyers.
- ACCEPTANCE OF RISKS
BUYER acknowledges that it has read this agreement carefully and in entirety, and understands, accepts and is willing to bear the risks stated herein. By purchasing the TRIPTOK Tokens, Buyer confirms that its decision to purchase the TRIPTOK Tokens has been made under its sole discretion, and that it has done all due diligence, and consulted with its own legal, financial, tax and other advisors before the purchase of the TRIPTOK Tokens.
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, TRIPWORLD and Buyer hereby agree as follows
- ARTICLE I ACCEPTANCE OF AGREEMENT AND PURCHASE OF TRIPTOK TokenS
- Effectiveness of this Agreement
This Agreement shall be effective and binding between the Parties when Buyer: (a) confirms on the check box on the official website of TRIPWORLD http://www.tripworld.co/ (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon the Parties’ execution of this Agreement. 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, and is fully aware of the information as set out in Schedule 1 of this Agreement.
- TRIPWORLD’s White Paper (the “White Paper”)
TRIPWORLD has prepared the White Paper, which is available at http://www.tripworld.co/whitepaper (and as may be amended from time to time), describing matters relating to the TRIPWORLD ecosystem and TRIPTOK Tokens. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Buyer shall carefully and thoroughly read and understand the White Paper. The information and content of White Paper may be modified from time to time, and it is Buyer’s responsibility to check the website regularly for modifications of the White Paper.
- Restriction on sales
TRIPTOK Tokens are not being publicly offered or distributed to any Restricted Persons via a public sale. If a Restricted Person purchases TRIPTOK Tokens via a public sale, such Restricted Person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. TRIPWORLD is not bound by this Agreement if this Agreement has been entered into by a Restricted Person as Buyer or if Buyer has entered into this Agreement on behalf of a Restricted Person, and TRIPWORLD may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any Restricted Person who purchases TRIPTOK Tokens or enters into this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless TRIPWORLD and TRIPWORLD’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “Company Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the “Damages”) incurred by a Company Party that arises from or is a result of such Restricted Person’s unlawful, unauthorized or fraudulent purchase of TRIPTOK Tokens.
- TRIPTOK Tokens
- Distribution of the TRIPTOK Tokens
- Buyer obligations
As a condition precedent to any sale by TRIPWORLD of any TRIPTOK Tokens, Buyer shall provide an accurate digital wallet address to TRIPWORLD for receipt of any TRIPTOK Tokens distributed to Buyer. Buyer shall follow the procedures set forth by TRIPWORLD on the Website for purchasing TRIPTOK Tokens. By exercising this Agreement, Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Buyer not receiving any TRIPTOK Tokens. Any purchaser of TRIPTOK Tokens may lose some or all of the amounts paid in exchange for TRIPTOK Tokens, regardless of the purchase date.
- Allocation and Distribution to different Parties
Buyer acknowledges and consents to the indicative allocation and distribution of TRIPTOK Tokens to other entitled third parties in accordance with any distribution plan which may be shared by TRIPWORLD and in particular, to TRIPWORLD’s team, which shall include (but is not limited to) the present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, community contributors, and others) and external professional consultants, including (but not limited to) lawyers, accountants, scientific researchers, business developers and financial advisors), and external professional consultants. Buyer acknowledges that such participation by such third parties may be on more favorable terms than are available to Buyer.
- Not an Offering of Securities, Commodities, or Swaps
The sale of TRIPTOK Tokens and the TRIPTOK Tokens themselves are not intended and should not be treated as securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Buyer acknowledges that purchases and sales of TRIPTOK Tokens may 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 are not intended to 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.
- ARTICLE II NO OTHER RIGHTS CREATED
- No Claim, Loan or Ownership Interest
The purchase of TRIPTOK Tokens: (a) does not provide Buyer with rights of any form with respect to TRIPWORLD 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, equity, interest or security to TRIPWORLD; and (c) does not provide Buyer with any ownership or other interest in TRIPWORLD.
- Intellectual Property
TRIPWORLD retains all rights, titles and interests in all of TRIPWORLD’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 and shall not use any of TRIPWORLD’s intellectual property for any reason without TRIPWORLD’s prior written consent.
- ARTICLE III SECURITY AND DATA
- 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 TRIPTOK 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 TRIPTOK Tokens and/or access to Buyer’s account. TRIPWORLD is under no obligation to recover any TRIPTOK Tokens and Buyer acknowledges, understands and agrees that all purchases of TRIPTOK Tokens are non-refundable and Buyer will not receive considerations or other compensations for any TRIPTOK Tokens purchased.
- Additional Information
Upon TRIPWORLD’s request, Buyer will immediately provide to TRIPWORLD information and documents that TRIPWORLD, 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 TRIPWORLD disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges and accepts that TRIPWORLD will refuse to distribute TRIPTOK Tokens to Buyer if such requested information is not provided.
- ARTICLE IV TAXES
Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of TRIPTOK Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; (c) Buyer shall comply with all relevant laws and regulations within its jurisdiction in relation to taxes; and (c) TRIPWORLD bears no liability or responsibility with respect to any tax consequences to Buyer, including but not limited to penalties, tax overdue fines, injunctions and other compulsory methods made by qualified authorities.
- ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby irrevocably represents and warrants to TRIPWORLD that, as of the Effective Date:
- Compliance with applicable laws
Buyer has complied with all applicable laws, all relevant government regulatory approvals/licenses, verification and/or registration itself as may be required for its compliance with all relevant regulations, including, but not limited to, any relevant foreign exchange regulations and/or overseas investment regulations, tax, money laundering, in each case without requiring TRIPWORLD to take any steps to ensure such compliance, in relation to its purchase of the TRIPTOK Tokens from TRIPWORLD.
Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase TRIPTOK Tokens, and to carry out and perform its obligations under this Agreement. (i) If a natural person, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase TRIPTOK Tokens; and (ii) if a legal entity and not a natural 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, and Buyer’s purchase of TRIPTOK Tokens has been duly authorized.
- 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 (d) any laws, regulations or rules applicable to Buyer.
- No Consent or Approval
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.
- Buyer’s Knowledge and Risks of Project
Buyer has received legal advice as it deems necessary in relation to its purchase of the TRIPTOK Tokens and 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 TRIPTOK 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 TRIPTOK Tokens, and liability to TRIPWORLD and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase TRIPTOK Tokens.
- Funds and Payments
The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase the TRIPTOK 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 TRIPTOK Tokens to finance, engage in, or otherwise support any unlawful activities. 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.
To the extent required by applicable laws and regulations, Buyer will fully comply with all anti-money laundering and counter-terrorism financing requirements within its domiciliary jurisdiction. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or TRIPTOK Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with TRIPTOK 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.
- Not an Investment
Buyer is not participating in the purchase of TRIPTOK Tokens for investment purposes. As particularly stated herein above, TRIPTOK Tokens are utility tokens, and save for their use in the TRIPWORLD ecosystem, have no others rights, or rights to profits or dividends. TRIPTOK Tokens are not designed for investment purposes and should not be considered as a type of security or investment. The holding of TRIPTOK Tokens is not a guarantee, representation or warranty that the holder will be able to sell or purchase the TRIPTOK Tokens in an exchange, and Buyer has no expectation that the TRIPTOK Tokens will increase in value, or that Buyer will otherwise financially benefit, as a result of the business, operations or management of TRIPWORLD.
- Not for Speculation
Buyer acknowledges and agrees that Buyer is not purchasing TRIPTOK Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes
- Use of TRIPTOK Tokens
Buyer agrees that it is purchasing the TRIPTOK Tokens for the purposes of purchasing the services in the TRIPWORLD ecosystem, and shall not use the TRIPTOK Tokens to finance engage in, or otherwise support any unlawful activities.
- ARTICLE VI KEY DISCLAIMERS
- Buyer expressly acknowledges, understands and agrees that Buyer is purchasing TRIPTOK Tokens at Buyer’s sole risk and discretion, and that the TRIPTOK Tokens are each provided, used and purchased on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by TRIPWORLD, and Buyer shall rely on its own examination and investigation thereof. TRIPWORLD does not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to the TRIPTOK Tokens, TRIPWORLD specifically does not represent and 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, as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.
- TRIPWORLD makes no guarantees and/or warranties to the liquidity or transferability of TRIPTOK Tokens, or that TRIPTOK Tokens will be listed on exchanges, or the ability of anyone to purchase or use the TRIPTOK Tokens. Buyer understands and accepts that it may unable to transfer, sell, purchase or deal with its TRIPTOK Tokens in exchanges for various reasons.
- Without limiting the foregoing, TRIPWORLD does not represent or warrant that the process of purchasing the TRIPTOK Tokens or receiving the TRIPTOK Tokens will be uninterrupted or error-free or that the TRIPTOK Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may not receive TRIPTOK Tokens and may lose the entire amount of Ether that Buyer paid to TRIPWORLD. It is solely Buyer’s responsibility to provide an accurate digital wallet address to TRIPWORLD for receipt of any TRIPTOK Tokens distributed to Buyer pursuant to this Agreement, and TRIPWORLD shall not be responsible for any loss of TRIPTOK Tokens distributed to an incompatible or inaccurate wallet provided by Buyer.
- Any material changes in the relevant laws and regulations (in the relevant jurisdiction) in relation to the offering of the TRIPTOK Token and/or the operation of the TRIPWORLD ecosystem such jurisdictions shall constitute a force majeure and TRIPWORLD will not be responsible for any losses suffered by Buyer arising out of such material changes in relevant laws and regulations.
- Buyer acknowledges that it has read this Agreement, and in particular, acknowledges that it shall be taken to have agreed to take all risks (including but not limited to the risks stated in Article VII of this Agreement) in relation to the purchase of the TRIPTOK Tokens.
- ARTICLE VII RISKS
Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the TRIPTOK Tokens (including those not discussed herein), all of which could render the TRIPTOK Tokens worthless or of little value:
- Purchase Price Risk
There are no guarantees as to the price of TRIPTOK Tokens purchased by Buyer and no guarantees that the price per TRIPTOK Token determined by the market will be equal to or higher than the price at purchase. There is the possibility that the price per TRIPTOK Token may fall below the price paid by initial buyers of TRIPTOK Tokens during the initial distribution period. TRIPWORLD reserves the right to change the duration of any timeframe for the distribution of TRIPTOK Tokens, including, without limitation, the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.
- Blockchain Delay Risk
The TRIPTOK Token is an Ethereum blockchain. On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times and irregularly. Buyer acknowledges and understands that the Ethereum blockchain may not include Buyer’s transaction at the time Buyer expects and Buyer may not receive TRIPTOK Tokens the same day Buyer sends Ether for the purchase of the TRIPTOK Tokens.
- Ability to Transact or Resell
Buyer may be unable to sell or otherwise transact in TRIPTOK Tokens at any time, or for the price Buyer paid arising from various reasons, including (but not limited to) (a) a diminution in value of the TRIPTOK Tokens; (b) a lack of liquidity for the TRIPTOK Tokens; or (c) TRIPWORLD imposing restrictions on the transferability of TRIPTOK Tokens. Buyer acknowledges, understands and agrees that: (a) TRIPTOK Tokens may have no value; (b) there is no guarantee or representation of liquidity for the TRIPTOK Tokens; and (c) TRIPWORLD are not and shall not be responsible for or liable for the market value of TRIPTOK Tokens, the transferability and/or liquidity of TRIPTOK Tokens and/or the availability of any market for TRIPTOK Tokens through third parties or otherwise.
- 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.
Further, because the Ethereum blockchain relies upon the consensus of their participants to determine their governance, those participants may determine to materially modify the operation or transaction history of their blockchain through a “fork” or other means, without the consent or participation of Buyer or TRIPWORLD, which may have unpredictable or materially adverse impact on the availability or utility of the TRIPTOK Token. Buyer agrees that Buyer assumes all such risk and agrees that TRIPWORLD is not responsible for any losses associated therewith.
- Token Security
TRIPTOK Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the TRIPWORLD ecosystem or the sale of TRIPTOK 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 TRIPTOK 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 TRIPTOK Tokens or result in the loss of Buyer’s TRIPTOK Tokens, the loss of Buyer’s ability to access or control Buyer’s TRIPTOK Tokens or the loss of Ether in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of TRIPTOK Tokens are not guaranteed any remedy, refund or compensation.
- Access to Private Keys
TRIPTOK 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 TRIPTOK Tokens will result in loss of such TRIPTOK Tokens, access to Buyer’s TRIPTOK 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 TRIPTOK Tokens. TRIPWORLD is not responsible for any such losses.
- New Technology
Some of the TRIPWORLD Network and other matters set forth in the White Paper are new and untested. The TRIPWORLD ecosystem might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the TRIPTOK Tokens will be ever be launched and there may never be an operational TRIPWORLD ecosystem on the blockchain. Even if the TRIPWORLD ecosystem and TRIPTOK Tokens are completed, implemented and adopted, they might not function as intended. Also, technology is changing rapidly, so the TRIPTOK Tokens and TRIPWORLD ecosystem may become outdated.
- Reliance on Third-Parties
TRIPWORLD ecosystem and TRIPTOK Tokens 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 TRIPWORLD ecosystem and TRIPTOK Tokens.
- 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 TRIPTOK Token balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the TRIPWORLD ecosystem of which TRIPWORLD makes no representation or guarantee.
- Exchange & Counterparty Risks
If Buyer sends Ether from an exchange or an account that Buyer does not control, TRIPTOK Tokens will be allocated to the account that has sent Ether; therefore, Buyer may never receive or be able to recover Buyer’s TRIPTOK Tokens. Furthermore, if Buyer chooses to maintain or hold TRIPTOK Tokens through a cryptocurrency exchange or other third party, Buyer’s TRIPTOK 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. Buyer acknowledges and agrees that Buyer sends Ether through an exchange account and/or holds TRIPTOK Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.
- Changes to the TRIPWORLD ecosystem
The TRIPWORLD ecosystem is constantly under development and may undergo significant changes over time. Although TRIPWORLD ecosystem has the features and specifications set forth in the White Paper, TRIPWORLD may make changes to such features and specifications for any number of reasons, and any party that adopts the TRIPWORLD ecosystem also may make changes, any of which may mean that the TRIPWORLD ecosystem and TRIPTOK Tokens does not meet Buyer’s expectations.
- Project Completion
The development of the TRIPWORLD ecosystem on the blockchain is still in a very early stage. It 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.
- Lack of Interest
Even if the TRIPWORLD ecosystem is finished and adopted, the ongoing success of the TRIPWORLD ecosystem and TRIPTOK Tokens relies on the interest and participation of third parties like brands and influencers. There can be no assurance or guarantee that there will be sufficient interest or participation in the TRIPWORLD ecosystem. Lack of interest is more likely to lead to price fluctuation of TRIPTOK Tokens, thus impacting the long-term development of TRIPWORLD ecosystem. When the price fluctuates, The TRIPWORLD Foundation will not, and has no responsibility and ability to stabilize or influence the market price of TRIPTOK Tokens.
- 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 TRIPTOK Tokens in various ways, including, for example, through a determination that TRIPTOK Tokens are regulated financial instruments that require registration. TRIPWORLD may cease the distribution of TRIPTOK Tokens, the development of the TRIPWORLD ecosystem or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
- Risk of Government Action
As noted above, the industry in which TRIPWORLD operates is very competitive, 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 TRIPWORLD and/or pursue enforcement actions against TRIPWORLD. Such governmental activities may or may not be the result of targeting TRIPWORLD in particular. All of this may subject TRIPWORLD to judgments, settlements, fines or penalties, or cause TRIPWORLD to restructure its operations and activities or to cease offering certain products or services, all of which could harm TRIPWORLD’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the TRIPTOK Tokens and/or the development of the TRIPWORLD ecosystem.
- ARTICLE VIII LIMITATION OF LIABILITY; INDEMNIFICATION
- Limitation of Liability
To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against TRIPWORLD of any kind in any jurisdiction that would give rise to any damages whatsoever. TRIPWORLD shall not be liable to Buyer for any type of damages, even if and notwithstanding the extent to which TRIPWORLD has been advised of the possibility of such damages. Buyer agrees not to seek any refund, compensation or reimbursement from TRIPWORLD, regardless of the reason, and regardless of whether the reason is identified in this Agreement. TRIPWORLD is not and shall not be responsible for or liable for the market value of TRIPTOK Tokens, the transferability or liquidity of TRIPTOK Tokens or the availability of any market for TRIPTOK Tokens through third parties or otherwise.
- Damages Limitations
In no circumstances will the aggregate joint liability of TRIPWORLD, whether in contract, warrant, tort or other theory, for damages to Buyer under this Agreement exceed the amount received by TRIPWORLD from Buyer.
- Force Majeure
Buyer understands and agrees that TRIPWORLD 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, material changes of relevant laws and regulations, 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.
To the fullest extent permitted by applicable law, Buyer releases TRIPWORLD 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 Buyer and the acts or omissions of third parties.
To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse TRIPWORLD from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by TRIPWORLD arising from or relating to: (i) Buyer’s purchase or use of TRIPTOK 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.
TRIPWORLD 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 TRIPWORLD.
- ARTICLE IX DISPUTE RESOLUTION
- Informal Dispute Resolution
Buyer and TRIPWORLD 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 one-hundred and eighty (180) 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.
- Binding Arbitration
Any Dispute not resolved within 180 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the Singapore International Arbitration Centre (“SIAC”) rules in effect at the time of the arbitration in Singapore, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one (1), who shall be selected by TRIPWORLD. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.9 herein. 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. TRIPWORLD and Buyer will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, TRIPWORLD reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
- No Class Arbitrations, Class Actions or Representative Actions
Any dispute arising out of or related to this Agreement is personal to Buyer and TRIPWORLD 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 Buyer 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 X MISCELLANEOUS
Buyer shall not assign this Agreement without the prior written consent of TRIPWORLD. Any assignment or transfer in violation of this Section 10.1 shall be automatically voided. TRIPWORLD 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.
- Entire Agreement
This Agreement, including 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 matters.
If any provision of this Agreement is determined by a court or an arbitrator 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.
- Modification of Agreement
TRIPWORLD may modify this Agreement at any time by posting a revised version on its official website, available at www.tripworld.co. 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.
- Termination of This Agreement; Survival
This Agreement will terminate upon the completion of all sales of TRIPTOK Tokens. TRIPWORLD 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. Save as otherwise provided, termination of this Agreement does not affect a Party’s TRIPWORLD rights and obligations at the date termination, in particular, any rights TRIPWORLD may have in relation to any breach of warranty or representation in this Agreement by the Buyer.
- No Waivers
The failure by TRIPWORLD 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 TRIPWORLD’s right to enforce such right or provision at a later time. All waivers by TRIPWORLD must be unequivocal and in writing to be effective.
- No Partnership; No Agency; No Third-Party Beneficiaries
Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties, or either Party as 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.
- Electronic Communications
Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that TRIPWORLD provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of TRIPTOK Tokens, including this Agreement, may be provided by TRIPWORLD, in its sole discretion, to Buyer, in electronic form.
- Governing Law
This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Singapore.
IN WITNESS WHEREOF this Agreement has been entered into on _______________ (the “date of this Agreement“)
Signed by _________________________ )
for and on behalf of )
Tripworld PTE LTD )
- A) If an individual
Signed by _________________________ )
- B) If an Entity
Signed by _________________________ )
for and on behalf of )
TRIPTOK Token PRE-SALE
This schedule 2 shall apply for any Buyer who commits to purchase TRIPTOK Tokens before the commencement of the PTT Public Sale Program.
- Financial terms
|Commitment Amount||[insert number] TRIPTOK Tokens|
|ETH Payment Amount||[insert number] ETH|
|Bonus Award||[insert bonus]|
|Lock-in Period||[insert time]|
|Lock-in TRIPTOK Tokens||[indicate number]|
|Sale Price||1 ETH = 200,000 TRIPTOK Token|
|Minimum Payment Amount||50 ETH|
|Maximum Payment Amount||3000 ETH|
- The Buyer shall purchase the Commitment Amount of TRIPTOK Tokens for the ETH Payment Amount, and shall be entitled to (i) purchase TRIPTOK Tokens at the Sale Price and (ii) the Bonus Award as set out in paragraph 1 above. The Buyer also agrees that it shall be subject to the “Lock-in Period” as indicated in paragraph 1 above, such that the Buyer shall not divest of its interest (either legally or beneficially) in the Lock-in TRIPTOK Tokens for the Lock-in Period.
- The Buyer shall transfer the ETH Payment Amount to TRIPWORLD’s designated wallet within [three (3) business days] after the date of this Agreement.
- Buyer will bear all costs and fees (collectively, “Transaction Costs”) with respect to transferring the ETH Payment Amount to TRIPWORLD such that the TRIPWORLD receives the entire ETH Payment Amount.
- Delivery of the TRIPTOK Tokens shall be in accordance with Clause 1.5.1 of this Agreement.
- OBLIGATION TO DELIVER
- TRIPWORLD’s obligation to deliver TRIPTOK Tokens to Buyer is conditional upon TRIPWORLD’s receipt of the ETH Payment Amount, and the Buyer abiding by the Minimum Payment Amount and the Maximum Payment amount at all times. In the event this condition is not fulfilled, TRIPWORLD shall not be obliged to deliver TRIPTOK Tokens to the Buyer, and shall, in good faith, refund any payment received from the Buyer (if any).
- TRIPWORLD may terminate this Agreement:
- immediately by written notice to Buyer if Buyer does not remit the ETH Payment Amount to TRIPWORLD in accordance with paragraph 2.2 of this Schedule 1; and
- without cause, by giving Buyer seven (7) business days’ prior written notice, if TRIPWORLD determines in its discretion not to proceed with the transactions contemplated under this Agreement. TRIPWORLD is not obligated to notify Buyer of the reasons for its decision not to proceed with the transactions contemplated under this Agreement. In such event, TRIPWORLD shall, in good faith, refund any payment received from the Buyer (if any).