GATCOIN TOKEN PURCHASE AGREEMENT
Last Updated: December 10, 2017
This GATCOIN Token Purchase Agreement (this “Agreement
”) contains the terms and conditions that govern your use of the related ERC-20 GATCOIN token contract (the “Smart Token Contract
”);the GATCOIN token sale contract (“Smart Sales Contract”); and purchase of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “GAT Coins
”) and is an agreement between you or the entity that you represent (“Buyer
” or “you
”) and GAT International Limited. (“GATCOIN,
” together with its parent company, subsidiaries and affiliates, “Company
”). Buyer, GATCOIN and Company are herein referred to individually as a“Party
” and collectively, as the “Parties
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees to the following:
- BINDING AGREEMENT: BY CHECKING THE BOX BELOW CONFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF THE GATCOIN TOKEN PURCHASE AGREEMENT, YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT WHETHER OR NOT YOUR PURCHASE GAT COINS.
- NO PRC, NY PURCHASERS: GAT Coins are not being offered or distributed to PRC persons (as defined below), or residents of the State of New York. If you are citizen, resident of, or a person located or domiciled in, the People's Republic of China, the State of New York or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the People's Republic of China or the State of New York, do not purchase or attempt to purchase GAT Coins.
- PURCHASE OF GAT COINS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
- GAT COINS MAY HAVE NO VALUE.
- COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL GATCOIN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
- 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.
Article 1: ACCEPTANCE OF AGREEMENT AND PURCHASE OF GAT COINS
- This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on
the official https://www.gatcoin.io/ website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (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.
read, understands and agrees to those terms.
- White Paper. Company has prepared the White Paper, which is available at https://www.gatcoin.io/documentation,
describing matters relating to the GAT Coin. 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.
- GAT Coins.
- Not an Investment. Although GAT Coins 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.
- Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from
the sale of the GAT Coins will be utilized by the Company in its sole discretion.
Article 2: GAT COIN DISTRIBUTION
- Allocation and Distribution of GAT Coins. GATCOIN intends to allocate and distribute a
limited number of GAT Coins (the “GAT Token Distribution”) in accordance with the material
specifications as set forth in the White Paper, which includes details regarding the timing of the
applicable GAT Coin sale rounds in 2017 (the “GAT Distribution Period”) and the pricing of
the GAT Token Distribution and the amount of GAT Coins that will be distributed. During the GAT
Distribution Period, GATCOIN will provide specific procedures on how Buyer should purchase GAT Coins
through the official Website. By purchasing GAT Coins, 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 GAT Coins. Any buyer of GAT Coins may
lose some or all of the amounts paid in exchange for GAT Coins, regardless of the purchase date. The
access or use of the Smart Token Contract, Smart Sales Contract and/or the receipt or purchase of
GAT Coins through any other means other than the official Website are not sanctioned or agreed to in
any way by the Company. Buyer should take great care that the website used to purchase GAT Coins has the following universal resource locator (URL): https://www.gatcoin.io/.
- No PRC, NY Buyers. The GAT Coins are not being offered to PRC or NY persons. PRC and NY persons are strictly prohibited and restricted from using the Smart Token Contract, Smart Sales Contract, and/or purchasing GAT Coins,
and Company is not soliciting purchases by PRC or NY persons in any way. If a PRC or NY person (“Prohibited Person”) uses the Smart Token Contract, uses the Smart Sales Contract and/or purchases GAT Coins, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a Prohibited Person as Buyer or Buyer has entered into this Agreement or has purchased GAT Coins on behalf of a Prohibited Person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any Prohibited Person who uses the Smart Token Contract, uses the Smart Sales Contract and/or purchases GAT Coins or enters this Agreement on an unlawful, unauthorized or fraudulent basis
shall be solely liable for, and shall indemnify, defend and hold harmless GATCOIN and GATCOIN’s
respective 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 “GATCOIN 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 GATCOIN Party that arises from or is a
result of such Prohibited Person’s unlawful, unauthorized or fraudulent use of the Smart Token
Contract, unauthorized use of the Smart Sales Contract and/or the receipt or purchase of GAT Coins.
- Allocation and Sale of GAT Coins to GATCOIN Parties. Buyer understands and consents to the
participation of the Company’s past, present and future employees, officers, directors, contractors,
consultants, equity holders, suppliers, vendors and service providers in the purchase of GAT Coins,
including people who may work on the development and implementation of the GAT System or who may
work for GATCOIN’s future businesses which GATCOIN may establish with a portion of the proceeds from
the GAT Token Distribution. All such GATCOIN Parties will participate on the same terms as every
other buyer of GAT Coins and will be bound by this Agreement.
- No Representations and Warranties. THE GAT COINS WILL BE DISTRIBUTED TO BUYERS THEREOF PURSUANT TO THE SMART TOKEN CONTRACT AND THE SMART SALES CONTRACT. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USAGE, OR SUITABILITY, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT WITH RESPECT TO THE SMART SALES CONTRACT, THE SMART TOKEN CONTRACT OR THE GAT COINS OR THEIR UTILITY, OR THE ABILITY OF ANYONE TO PURCHASE OR USE THE GAT COINS. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PROCESS OF PURCHASING THE GAT COINS OR RECEIVING THE GAT COINS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE GAT COINS ARE RELIABLE AND ERROR-FREE. AS A RESULT, BUYER ACKNOWLEDGES AND UNDERSTANDS THAT BUYER MAY NEVER RECEIVE GAT COINS AND MAY LOSE THE ENTIRE AMOUNT BUYER PAID TO COMPANY. BUYER SHALL PROVIDE AN ACCURATE DIGITAL WALLET ADDRESS TO COMPANY FOR RECEIPT OF ANY GAT COINS DISTRIBUTED TO BUYER PURSUANT TO THE SMART SALES CONTRACT AND THE SMART TOKEN CONTRACT.
- Not an Offering of Securities, Commodities, or Swaps. The sale of GAT Coins and the GAT Coins
themselves are not securities, commodities, swaps on either securities or commodities or a financial
instrument of any kind. Purchases and sales of GAT Coins 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.
- Not an Investment. Buyer should not participate in the GAT Token Distribution or purchase GAT
Coins for investment purposes. GAT Coins are not designed for investment purposes and should not be
considered as a type of investment. GAT Coins may not be transferred until completion of the
final GAT Coin sale round. Upon completion of the final GAT Coin sale round, GAT Coins will
be transferable. Buyer acknowledges, understands and agrees that Buyer should not expect and there
is no guarantee or representation or warranty by Company that: (a) GAT Coins will be listed for
trading on any exchange; (b) the GAT System software can be successfully implemented as described in
the White Paper; (c) the GAT System will be adopted as described in the White Paper and not in a
different or modified form; (d) that participating Merchants will consent to the trading of digital
tokens for GAT Coins; Furthermore, GAT Coins will not have any functionality or rights on the GAT
Network which are private consortia blockchains, and holding GAT Coins is not a guarantee,
representation or warranty that the holder will be able to use the GAT Coins to acquire any Merchant
- Not for Speculation. Buyer acknowledges and agrees that Buyer is not purchasing GAT Coins for
purposes of investment, speculation for immediate resale or other financial purposes.
Article 3: NO OTHER RIGHTS CREATED
- No Claim, Loan or Ownership Interest. The purchase of GAT Coins: (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.
- 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, formulae, techniques, information
and data, whether or not patentable, copyrightable or protectable in trademark. Buyer may not use any of Company’s intellectual property for any
reason without Company’s prior written consent.
Article 4: SECURITY AND DATA; TAXES
- 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 GAT Coins; (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 GAT Coins and/or access to Buyer’s account. Company is under no obligation to
recover any GAT Coins and Buyer acknowledges, understands and agrees that all purchases of
GAT Coins are non-refundable and Buyer will not receive money or other compensation for any
GAT Coins 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 GAT Coins to Buyer
until such requested information is provided.
- Taxes. Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of GAT
Coins 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 5: REPRESENTATIONS AND WARRANTIES OF BUYER
By buying GAT Coins, Buyer represents and warrants to each of the GATCOIN Parties that:
- Not a Prohibited Person: Buyer is not a Prohibited Person.
- Authority. Buyer has all requisite power and authority to execute and deliver this Agreement,
to use the Smart Sales Contract and the Smart Token Contract, purchase GAT Coins, 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 GAT Coins.
- 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.
- 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 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.
- 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 GAT Coins, 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 GAT Coins, and liability to the GATCOIN Parties 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 GAT Coins.
- Funds; Payments.
- Funds. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses
to purchase GAT Coins 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 GAT
Coins 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.
- 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
- Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect
beneficial interest in Buyer or GAT Coins being acquired by Buyer, or any person for whom
Buyer is acting as agent or nominee in connection with GAT Coins, 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
Article 6: DISCLAIMERS
- BUYER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT BUYER IS USING THE SMART SALES CONTRACT, THE SMART TOKEN CONTRACT AND PURCHASING GAT COINS AT THE BUYER’S SOLE RISK AND THAT THE SMART SALES CONTRACT, THE SMART TOKEN CONTRACT AND GAT COINS 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.
Article 7: RISKS
GAT COINS 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 GAT Coins
(including those not discussed herein), all of which could render the GAT Coins worthless or of little
- IMMATURITY OF THE ETHEREUM TECHNOLOGY. THE ETHEREUM BLOCKCHAIN IS AT AN EARLY STAGE OF DEVELOPMENT AND IT IS NOT FULLY KNOWN WHETHER THE ETHEREUM BLOCKCHAIN WILL BE ABLE TO SUSTAIN LONG-TERM OPERATION OF LARGE- SCALE D-APPS SUCH AS THE GAT COIN. AS RECENTLY AS JUNE 2017, THE ETHEREUM BLOCKCHAIN EXPERIENCED SIGNIFICANT DELAYS IN PROCESSING BLOCK TRANSACTIONS DUE TO EXTREMELY HIGH VOLUMES ASSOCIATED WITH SIMILAR TOKEN SALES AROUND THAT TIME. IT IS NOT CERTAIN WHETHER THE ETHEREUM DEVELOPMENT COMMUNITY WILL RESOLVE THESE TECHNICAL ISSUES IN THE FUTURE.
- UNKNOWN IMPACT OF PROPOSED CHANGES TO ETHEREUM. THE ETHEREUM FOUNDATION HAS LAID OUT A ROADMAP FOR THE IMPROVEMENT AND DEVELOPMENT OF ETHEREUM. WHILE SOME OF THE FUTURE PROPOSALS OFFER PROMISES TO KNOWN TECHNICAL ISSUES, IT IS UNCERTAIN WHEN THESE NEW IMPROVEMENTS WILL BE INTRODUCED, AND WHETHER THEY WILL BE SUCCESSFUL. IN PARTICULAR, PROPOSALS TO "SHARD" THE BLOCKCHAIN IN ORDER TO GREATLY INCREASE BLOCKCHAIN SPEEDS IS, AT THE TIME OF PUBLICATION, FAR AWAY FROM IMPLEMENTATION. A PROPOSAL TO CHANGE THE MINING PROCESS FROM THE CURRENT PROOF-OF-WORK ALGORITHM TO A PROOF-OF- STAKE ALGORITHM WILL HAVE A YET TO BE SEEN IMPACT FOR THE ETHEREUM NETWORK.
- PROHIBITIVELY HIGH GAS PRICES FOR TRANSACTIONS. ALL TRANSACTIONS OVER THE ETHEREUM BLOCKCHAIN, INCLUDING THE TRANSFER OF GAT COINS HAVE A REAL- WORLD COST IN ETH ("GAS"). WHILE AT THIS POINT IN TIME, GAS PRICES FOR BASIC TRANSACTIONS OVER THE ETHEREUM NETWORK ARE NOMINAL, THERE IS NO CERTAINTY THAT GAS PRICES WILL NOT INCREASE, AND THEREBY MAKE THE TRADING OF GAT COIN OVER THE ETHEREUM NETWORK COMMERCIALLY UNFEASIBLE. IN ADDITION, HIGH VOLUMES COULD LEAD TO VERY HIGH GAS PRICES FOR PROCESSING TRANSACTIONS, WHICH MADE USING THE BLOCKCHAIN PROHIBITIVELY EXPENSIVE.
- ETHEREUM MAY BE SUPERSEDED. WHILE TODAY, IN OUR VIEW, THE ETHEREUM BLOCKCHAIN TECHNOLOGY PRESENTS THE MOST PROMISING ADVANCES IN BLOCKCHAIN TECHNOLOGY, THERE IS NO GUARANTEE THAT ETHEREUM WILL NOT BE SUPPLANTED BY COMPETING PROTOCOLS THAT IMPROVE UPON THE ETHEREUM TECHNOLOGY. THE ETHEREUM TECHNOLOGY IS OPEN-SOURCE, MEANING THAT ANYONE CAN COPY AND DISSEMINATE THE SAME CODE WITH MODIFICATIONS. IT IS NOT KNOWN WHETHER THE ETHEREUM PLATFORM WILL BECOME THE PREDOMINANT PROTOCOL ADOPTED BY GLOBAL INDUSTRY. IF ETHEREUM IS SURPASSED OR SUPERSEDED, THEN THIS COULD IMPACT THE GAT COIN PROGRAM AS USAGE AND ADOPTION DECLINES.
- BLOCKCHAIN 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 GAT SMART 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 GAT COINS THE SAME DAY BUYER SENDS ETH. THE ETHEREUM BLOCKCHAIN IS PRONE TO PERIODIC CONGESTION DURING WHICH TRANSACTIONS CAN BE DELAYED OR LOST. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT ETHEREUM BLOCK PRODUCERS MAY NOT INCLUDE BUYER’S TRANSACTION WHEN BUYER WANTS OR BUYER’ TRANSACTION MAY NOT BE INCLUDED AT ALL. INDIVIDUALS MAY ALSO INTENTIONALLY SPAM THE ETHEREUM NETWORK IN AN ATTEMPT TO GAIN AN ADVANTAGE IN PURCHASING CRYPTOGRAPHIC TOKENS.
- RISK OF THEFT OR MISUSE OF PRIVATE KEYS. THE CONTROL OF THE GAT COIN SOURCE CODE RESIDES WITH THE GAT FOUNDATION WHICH HOLDS THE REQUISITE PRIVATE KEYS IN COLD STORAGE. WHILE ALL REASONABLE MEASURES MAY BE IMPLEMENTED TO PREVENT UNAUTHORIZED USE OF THE PRIVATE KEYS, THERE IS NO CERTAINTY THAT THE PRIVATE KEYS WILL NOT BE SUBJECT TO THEFT, FRAUD OR MISUSE. THE UNAUTHORIZED USE OF THE PRIVATE KEYS COULD RESULT IN SIGNIFICANT DISRUPTION TO THE GAT COIN, AND IN A WORST-CASE SCENARIO, CAUSE THE GAT COIN TO BE UNUSABLE OR WORTHLESS.
- NEW TECHNOLOGY. THE GAT SYSTEM AND ALL OF THE MATTERS SET FORTH IN THE WHITE PAPER ARE NEW AND UNTESTED. THE GAT SYSTEM MIGHT NOT BE CAPABLE OF COMPLETION, IMPLEMENTATION OR ADOPTION ACCORDING TO THE DEVELOPMENT ROADMAP LAID OUT IN THE WHITE PAPER. EVEN IF THE SYSTEM IS COMPLETED, IMPLEMENTED AND ADOPTED, IT MIGHT NOT FUNCTION AS INTENDED, AND ANY TOKENS ASSOCIATED WITH THE GAT SYSTEM MAY NOT HAVE FUNCTIONALITY THAT IS DESIRABLE OR VALUABLE. ALSO, TECHNOLOGY IS CHANGING RAPIDLY, SO THE GAT COINS AND ANY TOKENS TRANSFERABLE ON THE GAT SYSTEM MAY BECOME OUTDATED.
- UNKNOWN MERCHANT ADOPTION RATES. THE SUCCESS OF THE GAT SYSTEM RELIES IN LARGE PART ON MASS ADOPTION OF THE GAT SYSTEM BY PARTICIPATING MERCHANTS. WHILE THE DEVELOPERS ARE IN ADVANCED DISCUSSIONS WITH A NUMBER OF GLOBAL MERCHANTS FOR THE DEPLOYMENT OF THE GAT SYSTEM. IT ALSO IS NOT KNOWN WHETHER ANY OTHER MERCHANTS WILL ADOPT THE GAT SYSTEM. FURTHERMORE, THERE IS NO GUARANTEE THAT THE MERCHANTS WE ARE IN ADVANCED DISCUSSIONS WITH WILL ULTIMATELY DEPLOY THE GAT SYSTEM.
- UNKNOWN CONSUMER ADOPTION RATES. MASS CONSUMER ADOPTION OF BLOCKCHAIN TECHNOLOGY HAS NOT YET OCCURRED. ONLY A VERY SMALL PERCENTAGE OF THE CONSUMERS OF INCENTIVE PROGRAMS ARE FAMILIAR WITH BLOCKCHAIN TECHNOLOGY, LET ALONE ETHEREUM. CONSUMERS MAY OPT NOT TO USE MERCHANT TOKENS WHICH WOULD IMPACT THE ATTRACTIVENESS OF THE GAT SYSTEM TO MERCHANTS.
- COMPETITION. UTILIZING BLOCKCHAIN TECHNOLOGY TO DISRUPT THE CONSUMER MARKETING INDUSTRY HAS BEEN PROPOSED AS ONE OF THE EARLIEST USE CASES FOR DISTRIBUTED LEDGER TECHNOLOGY. CONSEQUENTLY, AS OF THE TIME OF PUBLICATION OF THIS WHITEPAPER, THERE ARE A NUMBER OF OTHER CONSUMER MARKETING COMPANIES THAT COMPETE DIRECTLY OR INDIRECTLY WITH THE GAT SYSTEM. IT IS NOT KNOWN WHICH COMPANY WILL PREVAIL IN THE COMPETITION FOR CONSUMER AND MERCHANT ADOPTION. IT IS ALSO NOT KNOWN HOW MANY OTHER BLOCKCHAIN CONSUMER MARKETING COMPANIES WILL ENTER THE MARKET PRIOR TO, OR DURING THE TOKEN SALE.
- BUSINESS EXECUTION RISKS. THE IMPLEMENTATION OF THE GAT SYSTEM ROADMAP AND DEPLOYMENT OF ITS RELATED TECHNOLOGICAL COMPONENTS REQUIRES A HIGH DEGREE OF PROFESSIONAL BUSINESS AND SOFTWARE ENGINEERING EXPERIENCE. WHILE THE DEVELOPERS HAVE A PROVEN TRACK-RECORD OF SOFTWARE ENGINEERING AND BUSINESS DEVELOPMENT, IT IS NOT CERTAIN WHETHER THE DEVELOPERS CAN FULLY DELIVER ON THE TECHNICAL MILESTONES SET FORTH IN THE ROADMAP.
- CHANGES TO THE GAT SYSTEM. THE MODULES FOR THE GAT SYSTEM ARE UNDER DEVELOPMENT AND MAY UNDERGO SIGNIFICANT CHANGES OVER TIME. ALTHOUGH COMPANY INTENDS FOR THE GAT SYSTEM 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.
- PROJECT COMPLETION. THE DEVELOPMENT OF THE GAT SYSTEM 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.
- ABILITY TO TRANSACT OR RESELL. BUYER MAY BE UNABLE TO SELL OR OTHERWISE TRANSACT IN GAT COINS AT ANY TIME, OR FOR THE PRICE BUYER PAID. BY USING THESMART SALES CONTRACT OR THE SMART TOKEN CONTRACT OR BY PURCHASING GAT COINS, BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT: (A) GAT COINS MAY HAVE NO VALUE; (B) THERE IS NO GUARANTEE OR REPRESENTATION OF LIQUIDITY FOR THE GAT COINS; AND (C) THE GATCOIN PARTIES ARE NOT AND SHALL NOT BE RESPONSIBLE FOR OR LIABLE FOR THE MARKET VALUE OF GAT COINS, THE TRANSFERABILITY AND/OR LIQUIDITY OF GAT COINS AND/OR THE AVAILABILITY OF ANY MARKET FOR GAT COINS THROUGH THIRD PARTIES OR OTHERWISE.
- TOKEN SECURITY. GAT COINS MAY BE SUBJECT TO EXPROPRIATION AND OR/THEFT. HACKERS OR OTHER MALICIOUS GROUPS OR ORGANIZATIONS MAY ATTEMPT TO INTERFERE WITH THE SMART SALES CONTRACT, THE SMART TOKEN CONTRACT OR THE GAT COINS 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 GAT COINS 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 GAT COINS OR RESULT IN THE LOSS OF BUYER’S GAT COINS, THE LOSS OF BUYER’S ABILITY TO ACCESS OR CONTROL BUYER’S GAT COINS 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 GAT COINS ARE NOT GUARANTEED ANY REMEDY, REFUND OR COMPENSATION.
- ACCESS TO PRIVATE KEYS. GAT COINS 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 GAT COINS WILL RESULT IN LOSS OF SUCH GAT COINS, ACCESS TO BUYER’S GAT 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 GAT COINS. COMPANY IS NOT RESPONSIBLE FOR ANY SUCH LOSSES.
- GAT COINS ARE NON-TRANSFERABLE UNTIL COMPLETION OF SALE. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT GAT COINS ARE NOT TRANSFERRABLE UNTIL AFTER THE END OF THE GAT DISTRIBUTION PERIOD.
- GATCOIN MAY MODIFY OR STOP THE SALE AT ANY TIME. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT GATCOIN MAY MODIFY THE TIMING, SALE PRICE AND NUMBER OF GAT COINS AVAILABLE FOR SALE AT ANY TIME DURING THE GAT DISTRIBUTION PERIOD. BUYER FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT GATCOIN RESERVES THE RIGHT TO TERMINATE THE SALE PROCESS AT ANY TIME AND WITHDRAW ANY UNSOLD GAT COINS FROM THE SALE PROCESS. IF THE SALE PROCESS HAS BEEN STOPPED PREMATURELY, GAT COINS PURCHASED BY BUYER MAY NOT BE TRANSFERABLE.
- EXCHANGE AND COUNTERPARTY RISKS. IF BUYER SENDS ETH TO THE SMART SALES CONTRACT FROM AN EXCHANGE OR AN ACCOUNT THAT BUYER DOES NOT CONTROL, PURSUANT TO THE SMART SALES CONTRACT, GAT COINS WILL BE ALLOCATED TO THE ACCOUNT THAT HAS SENT ETH; THEREFORE, BUYER MAY NEVER RECEIVE OR BE ABLE TO RECOVER BUYER’S GAT COINS. BY USING THE SMART SALES CONTRACT, USING THE GAT TOKEN CONTRACT AND/OR BY PURCHASING GAT COINS, BUYER ACKNOWLEDGES AND AGREES THAT BUYER SENDS ETH TO THE GAT TOKEN CONTRACT THROUGH AN EXCHANGE ACCOUNT AND/OR HOLDS GAT COINS ON A CRYPTOCURRENCY EXCHANGE OR WITH ANOTHER THIRD PARTY AT BUYER’S OWN AND SOLE RISK.
- 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 GAT COINS IN VARIOUS WAYS, INCLUDING, FOR EXAMPLE, THROUGH A DETERMINATION THAT GAT COINS ARE REGULATED FINANCIAL INSTRUMENTS THAT REQUIRE REGISTRATION. COMPANY MAY CEASE THE DISTRIBUTION OF GAT COINS, THE DEVELOPMENT OF THE GAT SYSTEM OR CEASE OPERATIONS IN A JURISDICTION IN THE EVENT THAT GOVERNMENTAL ACTIONS MAKE IT UNLAWFUL OR COMMERCIALLY UNDESIRABLE TO CONTINUE TO DO SO.
- CURRENCY REGULATION RISKS. GOVERNMENTS ARE STILL GRAPPLING WITH PUBLIC POLICY ON THE REGULATION OF CRYPTO-CURRENCIES AS A FORM OF SETTLEMENT IN TRADE. GOVERNMENTS ADVERSE TO THE PROLIFERATION OF THE USE OF CRYPTO-CURRENCIES IN LOCAL COMMERCE COULD ISSUE LAWS AND REGULATIONS DEEMING THE USE OF CRYPTO-CURRENCIES A REGULATED ACTIVITY. THIS COULD RESULT IN HOLDERS OF GAT COINS BEING UNABLE TO USE THEIR GAT COINS WITHOUT FURTHER REGULATORY COMPLIANCE BY GATCOIN.
- RISK OF GOVERNMENT ACTION. AS NOTED ABOVE, THE INDUSTRY IN WHICH COMPANY OPERATES IS NEW, AND MAY BE SUBJECT TO HEIGHTENED OVERSIGHT AND SCRUTINY, INCLUDING INVESTIGATIONS OR ENFORCEMENT ACTIONS. THERE CAN BE NO ASSURANCE THAT GOVERNMENTAL AUTHORITIES WILL NOT EXAMINE THE OPERATIONS OF COMPANY AND/OR PURSUE ENFORCEMENT ACTIONS AGAINST COMPANY. SUCH GOVERNMENTAL ACTIVITIES MAY OR MAY NOT BE THE RESULT OF TARGETING COMPANY IN PARTICULAR. ALL OF THIS MAY SUBJECT COMPANY TO JUDGMENTS, SETTLEMENTS, FINES OR PENALTIES, OR CAUSE COMPANY TO RESTRUCTURE ITS OPERATIONS AND ACTIVITIES OR TO CEASE OFFERING CERTAIN PRODUCTS OR SERVICES, ALL OF WHICH COULD HARM COMPANY’S REPUTATION OR LEAD TO HIGHER OPERATIONAL COSTS, WHICH MAY IN TURN HAVE A MATERIAL ADVERSE EFFECT ON THE GAT COINS AND/OR THE DEVELOPMENT OF THE GAT SYSTEM.
- RISKS ASSOCIATED WITH LICENSING OF THE GAT EXCHANGE. LICENSING PROCEDURES TO REGISTER A CRYPTO-CURRENCY EXCHANGE ARE COMPLEX AND SUBJECT TO STRINGENT QUALIFICATION REQUIREMENTS. IN THE EVENT THAT SUCH LICENSE OR REGISTRATION IS REQUIRED, THERE IS NO GUARANTEE THAT THE DEVELOPERS WILL BE ABLE TO SUCCESSFULLY OBTAIN A LICENSE TO ACCEPT CUSTOMER DEPOSITS FOR USE IN A GLOBAL CRYPTO-CURRENCY EXCHANGE. THE FAILURE BY THE SPONSORS TO ESTABLISH A REGISTERED GAT EXCHANGE COULD RESULT IN DECREASED LIQUIDITY OF THE GAT COIN AS A FORM OF SETTLEMENT CURRENCY WITHIN THE GAT SYSTEM.
- RISKS ASSOCIATED WITH THE TOKEN SALE. GAT COINS ARE NOT INVESTMENT PRODUCTS. RATHER, GAT COINS SERVE A SPECIFIC FUNCTION WITHIN THE GAT SYSTEM, WHICH IS THE MEANS TO ACCESS MERCHANT TOKENS. WITHOUT GAT COIN, THE GENERAL PUBLIC MAY NOT ACCESS THE GAT SYSTEM TO ACQUIRE MERCHANT TOKENS. THERE IS ALSO NO EXPECTATION OF FUTURE PROFIT OR GAIN FROM THE ACQUISITION OF GAT COIN. FOR THESE AND OTHER REASONS, WE BELIEVE THE SALE OF GAT COIN DOES NOT CONSTITUTE A PUBLIC OFFERING OF SECURITIES SUBJECT TO PROSPECTUS REGISTRATION REQUIREMENTS. HOWEVER, PUBLIC POLICY TOWARDS TOKEN SALES IS CHANGING, AND IT IS CONCEIVABLE THAT REGULATORS MAY IN THE FUTURE SEEK TO BROADEN THE SCOPE OF REGULATION OF TOKEN SALES. THIS COULD MAKE TOKEN SALES SUBJECT TO REGISTRATION REQUIREMENTS IN THE UNITED STATES AND SIMILAR JURISDICTIONS. IF THE GAT COIN TOKEN SALE BECOMES SUBJECT TO REGISTRATION REQUIREMENTS, THIS WOULD DELAY OR POTENTIALLY POSTPONE THE PROPOSED GAT COIN TOKEN SALE INDEFINITELY.
- TAXATION RISKS. THE USE OF MERCHANT TOKENS AS A FORM OF SETTLEMENT CURRENCY MAY OR MAY NOT BE SUBJECT TO LOCAL INCOME TAX, CAPITAL GAIN TAXES, VAT OR OTHER FORMS OF TAXES. THIS UNCERTAINTY IN TAX LEGISLATION MAY EXPOSE MERCHANTS AND CUSTOMERS ALIKE TO UNFORESEEN FUTURE TAX CONSEQUENCES ASSOCIATED WITH THE USE OF MERCHANT TOKENS AS A SETTLEMENT CURRENCY, AND/OR THE TRADING OF TOKENS OR GAT COIN FOR CAPITAL GAINS.
- CAPITAL CONTROL RISKS. MANY JURISDICTIONS, SUCH AS CHINA IMPOSE STRICT CONTROLS ON THE CROSS-BORDER FLOW OF CAPITAL. HOLDERS OF MERCHANT TOKENS AND GAT COINS MAY BE SUBJECT TO THESE REGULATIONS AND/OR ARBITRARY ENFORCEMENT OF SUCH REGULATIONS AT ANY TIME. THIS WOULD MAKE THE TRANSFER OF GAT COINS OUT OF THE LOCAL JURISDICTION TO OVERSEAS EXCHANGES AN UNLAWFUL ACTIVITY EXPOSING THE USER OF GAT COINS TO GOVERNMENT FINES OR OTHER REGULATORY SANCTION.
- CTF AND ANTI-MONEY LAUNDERING REGULATIONS. THE UNITED STATES HAS ISSUED A SERIES OF REGULATIONS TO COMBAT TERRORIST FINANCING (CTF) AND MONEY- LAUNDERING ACTIVITIES. MANY OTHER COUNTRIES HAVE ENACTED SIMILAR LEGISLATION TO CONTROL THE FLOW OF CAPITAL FOR SUCH ILLICIT ACTIVITIES. THE USE OF CRYPTO-CURRENCIES BY BAD ACTORS WOULD BREACH SUCH REGULATIONS. ANY ILLICIT USE OF THE GAT COIN OR MERCHANT TOKENS COULD SERIOUSLY IMPACT THE GLOBAL REPUTATION OF THE GAT SYSTEM. IN SUCH EVENT, IT IS CONCEIVABLE THAT THIS COULD TRIGGER SCRUTINY BY CTF AND ANTI-MONEY LAUNDERING REGULATORS AND POTENTIALLY CAUSE SIGNIFICANT DISRUPTION TO THE DISTRIBUTION AND CIRCULATION OF TOKENS AND GAT COIN IN THE GAT ECOSYSTEM.
Article 8: LIMITATION OF LIABILITY; INDEMNIFICATION
- Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims
any right or cause of action against the GATCOIN Parties of any kind in any jurisdiction that would
give rise to any Damages whatsoever, on the part of any GATCOIN Party. Each of the GATCOIN Parties
shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a
GATCOIN Party has been advised of the possibility of such Damages. Buyer agrees not to seek any
refund, compensation or reimbursement from a GATCOIN Party, regardless of the reason, and regardless
of whether the reason is identified in this Agreement.
- Damages. In no circumstances will the aggregate joint liability of the GATCOIN Parties,
whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed
the amount received by Company from Buyer.
- 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, labour
disputes or other industrial disturbances, electrical, telecommunications, hardware, software or
other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other
nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism
or war, technological change, changes in interest rates or other monetary conditions, and, for the
avoidance of doubt, changes to any blockchain-related protocol.
- Release. To the fullest extent permitted by applicable law, Buyer releases the GATCOIN
Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential)
of every kind and nature, known and unknown (including, but not limited to, claims of negligence),
arising out of or related to disputes between 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 the GATCOIN Parties from and against any and all actions,
proceedings, claims, Damages, demands and actions (including without limitation fees and
expenses of counsel), incurred by a GATCOIN Party arising from or relating to: (i) Buyer’s
purchase or use of GAT Coins; (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
Article 9: DISPUTE RESOLUTION
- 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.
- 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 under the Hong Kong International
Arbitration Centre (HKIAC) rules in effect at the time of the arbitration, except as they may be
modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who
shall be selected by the Company. The seat, or legal place, of arbitration shall be Hong Kong. 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 10.1 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. Company and Buyer will each pay their respective
legal fees and expenses. Notwithstanding the foregoing, Company 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 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 10: MISCELLANEOUS
- Governing Law and Venue. This Agreement shall be governed in all respects, including as to
validity, interpretation and effect, by the laws of Hong Kong, 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
- Assignment. Buyer shall not assign this Agreement without the prior written consent of
GATCOIN. 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.
- Entire Agreement. This Agreement, including the exhibits attached hereto and the materials
incorporated herein by reference, constitutes the entire agreement between the Parties and
supersedes all prior or contemporaneous agreements and understandings, both written and oral,
between the Parties with respect to the subject matter hereof, including, without limitation, any
public or other statements or presentations made by any GATCOIN Party about the GAT Coins, the GAT
System, Merchant Tokens or any other tokens on the GAT System.
- 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.
- Modification of Agreement. Company may modify this Agreement at any time by posting a revised
version on the Website, available at https://www.gatcoin.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.
- Termination of Agreement; Survival. This Agreement will terminate upon the completion of all
sales in the GAT 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.
- 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.
- 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.
- 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 GAT Coins, including this Agreement, may be
provided by Company, in its sole discretion, to Buyer, in electronic form.