PLEASE READ THIS AGREEMENT FOR SALE OF TOKENS CAREFULLY. PLEASE NOTE THAT:
(I) CITIZENS OR RESIDENTS OF CERTAIN COUNTRIES MUST NOT BUY THE TOKENS AND ARE NOT ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE DUE TO VARIOUS TAXATION AND REGULATORY ISSUES,
(II) THE CITIZENS OR RESIDENTS OF THE UNITES STATES MUST BE “ACCREDITED INVESTORS” (AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OF 1933, AS AMENDED) TO BUY THE TOKENS AND BE ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE,
(III) SECTION 17 OF THIS AGREEMENT FOR SALE OF TOKENS CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS,
(IV) THE TOKENS ARE INTENDED TO BE USED SOLELY IN CONNECTION WITH THE PLATFORM (AS DEFINED BELOW) AND DURING THE INITIAL 12 MONTHS FOLLOWING THE COMPLETION OF THE TOKEN SALE, YOU AGREE TO USE THE TOKENS SOLELY AS THE FUNCTIONALITY OF THE PLATFORM ALLOWS AND NOT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF YOUR TOKENS PUBLICLY, AND
(V) THE COMPANY WILL NOT SUPPORT OR OTHERWISE FACILITATE ANY SECONDARY TRADING FOR AT LEAST 12 MONTHS FOLLOWING THE COMPLETION OF THE TOKEN SALE (AND SUCH SECONDARY TRADING MAY NEVER DEVELOP AND BE AVAILABLE TO YOU). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT FOR SALE OF TOKENS, DO NOT PURCHASE THE TOKENS.
Your purchase of Axis Tokens (the “Axis Tokens” or the “Tokens”) during the Axis Token sale (“Token Sale”) from Axis Token International, LTD., a corporation formed under the laws of Cayman Islands (the “Company,” “we”, “us” or “our”), is subject to this Agreement for Sale of Tokens (this “Agreement”). Each of you or the entity you represent and the Company is referred to as a “Party”, and together as the “Parties”. Each of you or the entity you represent is also referred to herein separately as “you”, “your” or the “Purchaser”.
By purchasing Axis Tokens from the Company during the Token Sale, you will be bound by this Agreement and all terms and conditions incorporated by reference. If you have any questions regarding this Agreement, please contact us at customerservice@axistoken.io.
Please read this Agreement carefully. If you do not agree to this Agreement, do not purchase the Tokens. By utilizing the Website located at customerservice@axistoken.io (the “Website”) and products and services offered therein, you acknowledge that you have read this Agreement and that you agree to be bound by it. If you do not agree to all of the provisions of this Agreement, you are not an authorized user of these services and you should not use neither the Website nor its products and services.
Should you desire us to sign a separate token sale agreement with the Company, please contact us at customerservice@axistoken.io to start the verification procedure and negotiations regarding signing the said agreement.
The Company reserves the right to change, modify, add or remove provisions of this Agreement at any time for any reason. We suggest that you review this Agreement periodically for changes. Such changes shall be effective immediately upon posting them on the Website. You acknowledge that by accessing the Website after we have posted changes to this Agreement, you are agreeing to the modified provisions.
Ownership of the Tokens carries no rights, express or implied, other than the right to use such tokens as a means to enable usage of and interaction with the Platform and the Ecosystem (each as defined below), if successfully completed and deployed. In particular, you understand and accept that the Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company and its corporate affiliates, other than rights relating to the use of and interaction with the Ecosystem and the Platform, subject to limitations and conditions as described in the White Paper (as defined below) and the Website. The Tokens are not intended to be a cryptocurrency, regardless of what legal meaning word “cryptocurrency” has, security, commodity or any other kind of financial instrument. This Agreement does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way.
There are significant risks and uncertainties associated with an investment in the company and the securities. The securities offered hereby are not publicly traded and are subject to transfer restrictions. There is no public market for the securities and one may never develop. An investment in the company is highly speculative. The securities should not be purchased by anyone who cannot bear the financial risk of the investment for an indefinite period of time and who cannot afford the loss of their entire investment. See Exhibit C hereto for a discussion of certain risks relating to purchase, sale and use of the Tokens.
This Agreement does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. This Agreement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the Tokens.
The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from:
(i) reliance on any information contained in this Agreement,
(ii) any error, omission or inaccuracy in any such information or
(iii) any action resulting therefrom.
In particular, nothing in this Agreement constitutes an offer of securities for sale in the other countries and in any other jurisdictions where it is unlawful to do so. The securities have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States, Canada or other jurisdictions and the securities may not be offered or sold within the united states or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except to Accredited Investors and/or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Agreement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this Agreement in whole or in part is unauthorized. Failure to comply with this directive may result in a violation or result in a violation of the Securities Act or the applicable laws of other jurisdictions
The Company shall not be held liable for any legal or monetary damages or consequences arising as a result of purchase of the Tokens by the citizens or residents of the United States or Canada who are not Accredited Investors, Singapore, China, South Korea or of any other jurisdiction with related legislation or legislative barriers prohibiting the purchase of the Tokens, or their use of the Platform or the Ecosystem.
By purchasing tokens from us during the Token Sale period and/or using them in connection with the Platform and the Ecosystem, you will be bound by this Agreement and all terms incorporated by reference. If you have any questions regarding this token sale agreement, please contact us at customerservice@axistoken.io.
You and Company agree as follows:
Should you disagree with any provision of this Policy you shall cease using the Website or any Services immediately. The content of the Website and websites accessible from hyperlinks on the Website, do not form an integral part of this Policy. If you are using Services on behalf of any entity, you acknowledge this Policy on such entity’s behalf and that you have the authorization to make such acknowledgement on behalf of such entity.
(a) LaneAxis, Inc., a Delaware corporation (“LaneAxis”), is developing and deploying an Ethereum-based comprehensive interaction platform that leverages blockchain technology, and more specifically, auditable immutability and traceability of records to act as a bridge between carriers, shippers, trucks and regulators (the “Platform”), as more fully described in the technical White Paper captioned “LaneAxis Interaction Platform”, available on axistoken.io (the “White Paper”). The Tokens act as a provenance and trust protocol for data across disparate semi-trusting organizations. The Platform is built over a high performance enterprise blockchain, with the utility Token required for blockchain entry, the Internet of Things installed in trucks, client side applications and integration platforms to integrate with legacy systems. The Platform will be accessed through the Tokens, decentralized ERC20 tokens that Company is selling in the Token Sale. As discussed further in the White Paper, the Axis Tokens are the digital utilities that power and incentivize the LaneAxis ecosystem (the “Ecosystem”) and provides access to the Platform (the “Token Utility”).
(b) Purchase, ownership, receipt or possession of the Tokens carries no rights, express or implied, other than the right to use the Tokens in connection with Token Utility, in each case, to the extent that the Platform remains in use after its deployment by the Company. You understand and accept that the Tokens do not represent or confer any ownership right, stake, share or security or equivalent rights, or any right to receive future revenue share or profits, intellectual property rights or any other form of participation in or relating to the Company, LaneAxis or their respective affiliates, including the governance of the Company and LaneAxis. The Tokens are not intended to be a digital currency, security, commodity, expectation of profit or any other kind of financial instrument.
No promises of future performance or value are or will be made with respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value.
In order to be eligible to participate in the Token Sale, you must:
(a) Be at least 18 years of age;
(b) Comply with all the terms and conditions set forth in this Agreement;
(c) Complete the Registration process, as defined and described in more detail in Exhibit B hereto. The Registration process is mandatory and requires you to
(i) provide all information we request during the Registration process (“Registration Information”) and
(ii) have an ERC20-compatible Ethereum wallet (a “Purchaser Wallet ”), each as described further in Exhibit B hereto; and
(d) Provide to the Company such Anti-Money Laundering Information as the Company may require (the “AML Info”), with your information as of the date of your response, together with any supporting identification and other required documentation. We will use your responses to comply with our requirements under the USA Patriot Act for purposes of the U.S. anti-money laundering laws. The information included on your AML Info will be kept strictly confidential and will not be publicly disclosed, unless required by law.
(e) Fund your Purchaser Wallet with an amount of ETH or Bitcoins (as applicable) sufficient to allow you to complete your purchase of Axis Tokens pursuant to this Agreement.
The Tokens are not being offered or distributed to, as well as for the first 12 months after the completion of the Token Sale cannot be resold or otherwise alienated by their holders to the following restricted persons (collectively, the “Restricted Persons”):
(a) Citizens or residents of, or legal persons having their location or their seat of incorporation in, the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective;
(b) The Restricted Persons are strictly prohibited and restricted from purchasing and using the Tokens and neither the Company nor LaneAxis is soliciting purchases and usage of the Tokens by Restricted Persons in any way;
(c) It is solely the Purchaser’s obligation to verify at the time of making payment for the Tokens:
(i) Whether or not the Purchaser or a person he represents is a Restricted Person;
(ii) Whether or not the Purchaser is allowed to purchase the Tokens under the applicable laws and regulations; and
(iii) Whether or not the Purchaser is allowed by applicable laws and regulations to use the Tokens in the manner specified on the Website.
(d) If a Restricted Person purchases the Tokens, such Restricted Person has done so on an unlawful, unauthorized and fraudulent basis. In such a case, any transactions and operations entered into by the Restricted Person in respect of the Tokens shall be null and void, including, but not limited to, the following:
(i) transactions resulting from acceptance of this Agreement;
(ii) any transaction resulting from the acquisition of the Tokens;
(iii) any payment operation.
(e) Neither the Company nor LaneAxis shall be bound by a transaction or an operation in violation of this Agreement, and the Company may in its sole discretion:
(x) take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations specified above;
(y) notify the relevant authorities on the transaction or the operation in question; and
(z) retain all the funds paid by the Restricted Person and either freeze them until the situation is resolved by the respective authority or transfer to the account specified by the relevant financial authority, or apply to cover inflicted losses or discharge liabilities, or refund to the payer of the funds in accordance with the applicable legislation and provisions of this Agreement.
(f) Any Restricted Person purchasing the Tokens shall be solely liable for any and all damages, liabilities, losses and expenses caused to the Company and LaneAxis and shall indemnify, defend and hold harmless the Company, LaneAxis and their respective officers, directors, employees, shareholders, agents, representatives and affiliates (collectively, the “Company Parties”) from any damages, liabilities, losses and expenses incurred by the Company Parties that arise from or are the result of such Restricted Person’s purchase of the Tokens.
(g) The Company is neither offering nor distributing the Tokens nor carrying on a business (activity) or any regulated activity in Singapore, in the People’s Republic of China, in South Korea, or in other countries and territories where applicable laws and regulations to purchase or use the Tokens in the manner specified on the Website is not permitted.
Unless otherwise stated herein, this Agreement governs only your purchase of Axis Tokens from the Company during the Token Sale. The Company will have no responsibility for the use of Axis Tokens after Axis Tokens are sold.
Your purchase of Axis Tokens from us during the Token Sale is final, and there are no refunds or cancellations except as may be required by applicable law or regulation.
WE RESERVE THE RIGHT TO REFUSE OR REJECT AXIS TOKENS REGISTRATION OR PURCHASE ATTEMPTS AT ANY TIME FOR ANY REASON IN OUR SOLE DISCRETION. ATTEMPTS TO PURCHASE AXIS TOKENS WILL BE REJECTED IF ETH OR BITCOINS ARE SENT TO THE TOKEN SALE ADDRESS AT ANY TIME BEFORE OR AFTER THE TOKEN SALE (UNLESS OTHERWISE PERMITTED BY THE COMPANY). WE ARE NOT RESPONSIBLE FOR ANY UNSUCCESSFUL ATTEMPT YOU MAY MAKE TO PURCHASE OR REGISTER TO PURCHASE AXIS TOKENS, REGARDLESS OF CAUSE.
Important information about the procedures and material specifications of the Token Sale is provided in Exhibits B through D hereto. By purchasing Axis Tokens, you acknowledge that you have read and understand such Exhibits B through D.
You acknowledge and agree that there are risks associated with purchasing Axis Tokens, owning Axis Tokens, and using Axis Tokens in connection with Token Utility, as disclosed and explained in Exhibit D hereto. If you have any questions regarding these risks, please contact us at customerservice@axistoken.io. BY PURCHASING THE AXIS TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing your Purchaser Wallet and any other wallet or vault you use to hold Axis Tokens you purchase from us, including any requisite private keys or other credentials necessary to access such Purchaser Wallet or other wallet or vault. In the event that Purchaser is no longer in possession of Purchaser’s 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 of Purchaser’s Tokens anchor access to Purchaser’s account. Company Parties are under no obligation to recover any Tokens and are not liable for such loss of Purchaser’s Tokens.
Notwithstanding any other provision of this Agreement, we will not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to
(i) Your failure to implement reasonable measures to secure your Purchaser Wallet or any other wallet or vault you use to hold Axis Tokens or the relevant access credentials,
(ii) the loss of, tampering with, circumventing or unauthorized use of the access credentials to your Purchaser Wallet or any other wallet or vault you use to hold Axis Tokens,
(iii) any security breach affecting the security of your Purchaser Wallet or any wallet or vault you use to hold Axis Tokens, or
(iv) the loss of Axis Tokens from your Purchaser Wallet or any wallet or vault you use to hold Axis Tokens.
Please refer to our Token Sale Privacy Policy at axistoken.io for information about how we collect, use and disclose your Registration Information and other information collected through axistoken.io.
Any amounts that you pay for Axis Tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Axis Tokens, including, for example, sales, use, value added, and similar taxes. It is your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Axis Tokens.
You represent and warrant that as of the date of your purchase of any Axis Tokens:
(a) You have a sufficient technical understanding of cryptographic tokens (including Axis Tokens, Ether and BTC), Ethereum-based protocols, distributed networks (including the Platform), token storage mechanisms (including your Purchaser Wallet), and blockchain technology in general to understand this Agreement and to appreciate the risks and implications of purchasing Axis Tokens;
(b) You have carefully read and understand the terms and conditions of this Agreement (including all exhibits which are part of this Agreement);
(c) You have carefully read and examined the White Paper and understand the purpose of the Axis Tokens;
(d) You have obtained sufficient information about Axis Tokens to make an informed decision to purchase Axis Tokens;
(e) You understand, acknowledge and assume the restrictions and risks associated with the purchase, holding and use of Axis Tokens as set forth herein, including, but not limited to, the risks explained and disclosed in Exhibit D hereto;
(f) You understand that Axis Tokens are intended to be used only in connection with Token Utility, and confer no rights of any form with respect to the Company, LaneAxis or their corporate affiliates, including, but not limited to, any ownership, voting, stock, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(g) You are purchasing Axis Tokens solely for use in connection with Token Utility and are not purchasing Axis Tokens for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;
(h) You understand and acknowledge that the Company is not registered with or licensed by any financial regulatory authority in the Cayman Islands or elsewhere. Accordingly, no Cayman Islands or other financial regulatory authority has passed upon the contents of this Agreement or the merits of purchasing Axis Tokens, nor has this Agreement been filed with, or reviewed by, any Cayman Islands or other financial regulatory authority;
(i) You understand and acknowledge that this Agreement shall not be construed as an invitation (to the public in Cayman Islands or otherwise) to subscribe for any securities, and you understand and acknowledge that no actions of, or documentation issued by the Company and/or LaneAxis, shall be construed as such;
(j) All Registration Information you have provided is complete and accurate;
(k) You are at least 18 years of age;
(l) Your purchase of Axis Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to,
(i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing Axis Tokens, using Axis Tokens, and entering into contracts with us,
(ii) any foreign exchange, regulatory or import/export restrictions applicable to such purchase, and
(iii) any governmental or other consents that may need to be obtained;
(m) You hereby certify that you are not
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