PLEASE READ THIS DOCUMENT CAREFULLY BEFORE MAKING ANY PAYMENT FOR TOKENS, AS IT AFFECTS YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. IF YOU DO NOT AGREE WITH THIS DOCUMENT, YOU SHALL NOT MAKE ANY PAYMENT FOR TOKENS. BY PURCHASING THE TOKENS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS DOCUMENT AND THAT YOU AGREE TO BE BOUND BY IT.
TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO, AS WELL AS CANNOT BE RESOLD OR OTHERWISE ALIENATED BY THEIR HOLDERS TO, CITIZENS OF, NATURAL AND LEGAL PERSONS, HAVING THEIR HABITUAL RESIDENCE, LOCATION OR THEIR SEAT OF INCORPORATION (i) IN THE UNITED STATES OF AMERICA (INCLUDING ITS STATES AND THE DISTRICT OF COLUMBIA), PUERTO RICO, THE VIRGIN ISLANDS OF THE UNITED STATES, ANY OTHER POSSESSIONS OF THE UNITED STATES OF AMERICA, OR (ii) IN THE COUNTRY OR TERRITORY WHERE TRANSACTIONS WITH DIGITAL TOKENS ARE PROHIBITED OR IN ANY MANNER RESTRICTED BY APPLICABLE LAWS OR REGULATIONS.
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 (AS DEFINED BELOW). YOU ACKNOWLEDGE THAT BY ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO THIS AGREEMENT, YOU ARE AGREEING TO THE MODIFIED PROVISIONS.
TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. 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 DOCUMENT, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFORM.
Company INFINITE8 FZE, registered in accordance with the Laws of United Arab Emirates, registered office: Dubai Silicon Oasis, Technohub 1 - Block A, Office 149, Dubai, UAE (hereinafter referred to as the "Company", "we"), HEREBY INVITES everyone who (i) is interested to purchase the Tokens (as defined below) for use on the LandRocker online gaming platform (hereinafter – "Platform") and (ii) is not a Restricted Person (as it defined below) ("Buyer", "you") to make an offer addressed to the Company to enter into this Agreement (as it defined below) upon the terms and subject to the conditions set out below.
Your transfer of the payment for the Tokens, either by way of fiat money or acceptable digital token, will constitute your willingness to enter into the Agreement with the Company upon the terms and subject to the conditions set out herein. If you do not agree to the terms and conditions set out herein, do not make any payment into the Platform to purchase the Tokens.
If the Company agrees to your offer made in a specified manner, it will distribute the Tokens to you subject to the terms and conditions set out in the Agreement. Your receipt of the Tokens on your Binance Smart Chain Wallet address shall constitute due conclusion of the Agreement in respect of such Tokens.
If the Company for whatever reason rejects your offer, the Agreement shall not be deemed as concluded and your funds will be refunded by the Company. In this case, any refunds made in your favor will be reduced by an amount of any expenses that the Company has incurred or may incur in the future in this regard, including any exchange fees, bank fees, agency and brokerage fees, remunerations, taxes, charges, fees for blockchain transactions, etc.
The Company reserves its right to reject any of your offers, at its sole and absolute discretion, even if it is made in a proper manner.
1. DEFINITIONS1.1.In addition to the definitions contained elsewhere in the text of this Agreement and unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:
"Agreement" means this token sale agreement, together with all exhibits hereto that can be set by the Company, as may be amended, revived, replaced and/or reinstated from time to time;
"Buyer" means any person who is not a Restricted Person (as defined in Clause 4.2.1 below), and who has made an offer addressed to the Company in order to enter into this Agreement;
"Company" means INFINITE8 FZE, registered in accordance with the Laws of United Arab Emirates, registered office: Dubai Silicon Oasis, Technohub 1 - Block A, Office 149, Dubai, UAE
"Damages" means damages, losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges 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;
"Fiat Currencies" means the legal tender currency circulated in specific country or region, such as US Dollars, Singapore Dollars, Euros, Russian Rubles, etc.;
"Cryptocurrency" means Bitcoin (BTC), Ether (ETH) and other cryptocurrency which the Company will accept as the payment for Tokens;
"Binance Smart Chain" means an open-source, public, blockchain-based distributed computing network featuring smart contract (scripting) functionality;
"Wallet" means the Buyer’s digital (cryptocurrency) wallet for making operations with Tokens.
"Intellectual Property" means any right, title or interest, throughout the world, to any patents, rights to inventions, copyright and related rights, moral rights, trade-marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in models, rights in computer software, rights in smart contract, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; Website.
j. “Service Notices” – means one-way notices given by the Company (which may include securities-related notices) via text message or email and, when applicable, push notifications through the Website. These notifications are sent to the User in relation to certain information or events related to the account to which the User has access through the Platform..
"Notices" has the meaning as set out in Clause 13.7.1;
"Restricted Persons" has the meaning as set out in Clause 4.2.1;
"Services" means the services and other use cases which the Company provide to the holders of the Tokens via the LandRocker online gaming platform and which are more specifically described in the White Paper;
"Tokens" means tokens "______" distributed on the Binance Smart Chain blockchain network as described in the Whitepaper;
"Platform" means the LandRocker online gaming Platform located and available on the websitehttps://landrocker.com/;
"User Account" means a personal Account of the User created for using the Platform during the registration on the Platform;
"Website" means https://landrocker.com/ and all sub-domains and all the respective pages; and
"Whitepaper" means the electronic document describing the Tokens and the LandRocker online gaming platform and, which has been made available on the Website (as may be amended from time to time).
2.1.1 This Agreement shall be effective and binding on the Company and the Buyer when the Buyer receives the Tokens on the Buyer’s digital (cryptocurrency) Wallet address.
2.1.3 The Company has prepared the Whitepaper, as may be amended from time to time upon the Company’s sole discretion, which is hereby incorporated by reference. The Buyer has read and understood the Whitepaper and its contents. The content of the Whitepaper is not binding on the Company and is subject to change in line with ongoing research and development of the Tokens.
2.2 No Partner Relationship between Buyer and Company
2.2.1 The Company and the Buyer are independent contractors, and neither party hereto, nor any of their respective affiliates, is an agent of the other party for any purpose somehow related to this Agreement or has the authority to bind the other party.
2.2.2 Purchasing of the Tokens from the Company does not create any form of partnership, joint venture or any other similar relationship between the Buyer and the Company.
3. LEGAL STATUS OF TOKENS3.1 Restricted Use of Tokens
3.1.1 The Tokens are intended to be used:
(a) to enable usage of and interaction with the LandRocker online gaming platform and to support its development, testing, deployment, and operation as described in the Whitepaper;
(b) as payment tokens in countries which the Company operate to combat the unstable fiat currencies when purchasing the products and services from the Company;
(c) as part of the proposed loyalty rewards scheme offered within the LandRocker online gaming platform application to reward the loyal customers of the Company;
(d) to purchase the goods and services as described in the Whitepaper;
(e) to access the proposed property timesharing projects as described in the Whitepaper; and
(f) such other purposes as described in the Whitepaper.
3.1.2 The Buyer hereby explicitly accepts and agrees that:
(a) it is the sole responsibility of the Buyer to determine if he can legally purchase the Tokens in his jurisdiction and whether the Buyer can then resell the Tokens to another purchaser in any given jurisdiction;
(b) he is not acquiring the Tokens for any other uses or purposes, except for the purposes as specified in Clause 3.1.1 above; and
(c) none of the Company has other obligations, except as expressly stated in this Agreement.
3.1.3 Important additional details regarding the Tokens and the Services are provided in the Whitepaper.
3.2 No Rights Created by Tokens
3.2.1 Ownership of the Tokens carries no rights, express or implied, other than the right to use the Tokens as specified in Clause 3.1.1 above. In particular, the Tokens:
(a) do not provide the Buyers with rights of any form with respect to the Company or its revenues or assets, including any voting, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights;
(b) do not represent a loan to the Company; and
(c) do not provide the Buyer with any ownership or other interest in the Company.
3.2.2 Acquisition of the Tokens from the Company does not present an exchange of payment (Cryptocurrencies or Fiat Currencies) for any form of shares in the Company or the Intellectual Property. For the avoidance of doubt and irrespective of the provisions of the Whitepaper, the Buyer is not entitled to any guaranteed form of dividends, revenue distributions, and voting rights.
3.2.3 For the purpose of this Agreement, the Tokens shall be viewed as a software with cryptographic elements that is sold out as a utility functionality. The Company may from time to time launch various incentive programs for the holders of the Tokens to encourage and promote usage of the Tokens.
3.3 Not for Investment Purposes
3.3.1 Although the Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. The Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.
3.3.2 The Tokens may be exchangeable on cryptographic token exchanges. However, none of the Company shall give warranties or representations that the Tokens will be exchangeable on such exchanges.
3.3.3 This Agreement does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the Token functionality and the smart contract.
3.4 Funds Collected through Token Sale
3.4.1 Funds collected through the Token Sale will be utilized by the Company in its sole discretion, including for the development and implementation of the Company’s business proposal and/or for launching any future Token functionality.
3.5 Possibility of Change in Functionality of Tokens
3.5.1 The Company is in the process of undertaking a legal and regulatory analysis of the functionality of the Tokens. Following the conclusion of this analysis, the Company may decide to amend the intended functionality of the Tokens in order to ensure compliance with any legal or regulatory requirements to which the Tokens are subjected to. The Company shall publish a notice on the Website of any changes in the functionality of the Tokens and it is the Buyer's responsibility to regularly check the Website for any such notices.
4. TOKEN SALE PROCEDURE4.1 General Provisions on Token Sale Procedures
4.1.1 The information about the price, conditions and specific procedures on how the Buyer should purchase the Tokens will be provided on the Website. The Company will never publish any token sale account or address anywhere except on the Website.
4.1.2 By sending payment for the Tokens, the Buyer acknowledges that he understands and has no objection to these procedures and material specifications. Failure to follow such procedures may result in the Buyer not receiving any Tokens.
4.1.3 The Buyer's purchase of the Tokens from the Company is final, and there will be no refunds of any payment or cancellations of any offer for the purchase of the Tokens except under any circumstances as may be expressly provided in the binding legal documentation published on the Website or as may be required by applicable laws or regulations.
4.1.6 The Buyer shall provide an accurate digital wallet address to the Company or create one during the registration procedure (if applicable) for receipt of any Tokens distributed to the Buyer pursuant to this Agreement.
4.2 Persons who are Restricted to Purchase Tokens
4.2.1 The Tokens are not being offered or distributed to, as well as cannot be resold or otherwise alienated by their holders to the following restricted persons ("Restricted Persons"): citizens of natural and legal persons, having their habitual residence, location or their seat of incorporation in the country or territory where transactions of 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.
4.2.2 Restricted Persons are strictly prohibited and restricted from purchasing the Tokens, and nothing in this Agreement shall constitute a solicitation from the Restricted Persons of offer for purchases of Tokens and usage by the Company.
4.2.3 It is solely the Buyer's obligation to verify at the time of making payment for the Tokens:
(a) whether or not the Buyer or a person he represents is a Restricted Person;
(b) whether or not the Buyer is restricted from purchasing the Tokens under any applicable laws and regulations; and
(c) whether or not the Buyer is restricted under any applicable laws and regulations to use the Tokens in the manner specified on the Website.
4.2.4 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:
(a) transactions resulting from acceptance of this Agreement;
(b) any transaction resulting from the acquisition of the Tokens; and
(c) any payment operation.
4.2.5 None of the Company shall be bound by a transaction or an operation specified in Clause 4.2.4 and the respective Company may in its sole discretion:
(a) take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations specified above;
(b) notify the relevant authorities on the nullified and void transaction or the nullified and void operation in question; and
(c) 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 authority, or apply the funds paid by the Restricted Person to cover any inflicted Damages on the Company or discharge liabilities, or refund to the payer of the funds in accordance with the applicable legislation and provisions of this Agreement.
4.2.6 Any Restricted Person purchasing the Tokens shall be solely liable for Damages caused to the and shall indemnify, defend and hold harmless the Company from any Damages incurred by the Company that arise from or as a result of such Restricted Person’s purchase of the Tokens.
5. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS5.1. The Buyer acknowledges and agrees that there are risks associated with purchasing the Tokens, holding the Tokens, transferring the Tokens and using the Tokens for receiving the Services on the Platform.
5.2 By sending payment for the Tokens, the Buyer expressly acknowledges and assumes these risks.
6. SECURITY OF THE BUYER'S TOKENS6.1 The Buyer shall implement reasonable measures to secure the Buyer’s wallet, vault or other storage mechanisms utilized to receive and hold the purchased Tokens, including any requisite private keys or other credentials necessary to access such storage mechanisms.
6.2 In the event that the Buyer is no longer in possession of his/her private keys or any device associated with his/her account or is not able to provide his/her login or identifying credentials, he may lose all of his/her Tokens and/or access to the his/her User Account. The Company is under no obligation to recover any Tokens for and on behalf of the Buyer and are not liable for any such loss of the Buyer's Tokens.
7. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING7.1 The Company reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on the Buyers if deem necessary or it becomes required under any applicable laws.
7.2 Upon the Company’s request, the Buyer shall immediately provide the necessary information and documents that the Company, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. The Company may, in its sole discretion, refuse to distribute Tokens to the Buyer until such requested information is provided.
7.3 The Company reserves the right to refuse or reject the Buyer’s offer for acquisition of the Tokens in the event that the Company has reasons to suspect that the purchase or use of the Tokens is for purposes relating to or in connection with money laundering, terrorism financing, or any other illegal activity. In addition, the Company reserves its right to take any action as it deems necessary, at its sole and absolute discretion, to prevent any activities of money laundering and terrorism financing, including blocking of Buyer's wallet, disclosing any information about such Buyer to the state authorities on their request etc.
7.4 All payments by the Buyer under this Agreement shall only be made in the Buyer’s name and from a digital wallet or bank account of the Buyer.
8. BUYER'S RESPONSIBILITY ON TAXES8.1 The purchase price that the Buyer pays for the Tokens is exclusive of all applicable taxes. The Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the Tokens, including sales, use, value-added and similar taxes.
8.2 The Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes arising from the purchase of the Tokens to the appropriate tax authorities.
8.3 The Company shall not bear any liability or responsibility with respect to any tax consequences to the Buyer arising from the purchase of the Tokens.
9. REPRESENTATIONS AND WARRANTIES9.1 Buyer's Representations and Warranties
9.1.1 By sending payment for the Tokens, the Buyer represents and warrants to the Company of the following representations and warranties is true, accurate and not misleading as at the date of payment by the Buyer for the purchase of the Tokens and on the date of conclusion of this Agreement.
9.1.2 Buyer's Awareness of such Transaction, Technology and Risks:
(b) the Buyer has read and understood the risks related to the Tokens and usage of the Tokens;
(c) the Buyer has sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand this Agreement and to appreciate the risks and implications of purchasing the Tokens;
(d) the Buyer has obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens; and
(e) the Buyer understands that the value of the Tokens may experience extreme volatility or depreciate in full over time.
9.1.3 Authority to Enter into this Agreement:
(a) The Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase the Tokens, and to carry out and perform his obligations under this Agreement;
(b) if an individual, the Buyer is at least 18 years old and of sufficient legal age and capacity to purchase the Tokens; and
(c) if a legal entity, the Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business. The person purchasing the Tokens on behalf of the legal entity is duly authorized to accept this Agreement on such entity’s behalf and that such entity will be responsible for breach of this Agreement.
9.1.4 The Buyer is not a Restricted Person: The Buyer is not a Restricted Person and does not represent a Restricted Person.
9.1.5 No Forgery or Manipulation: The Buyer will not forge, or otherwise manipulate any personal or non-personal data requested by the Company in the process of the Buyer's registration (will not use the VPN or other means of distorting the data) – if applicable , or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the Company in the event such necessity arises in connection with the requirements of "Know Your Customer" and "Anti- Money Laundering" frameworks of the Company or in accordance with the applicable law and Clause 7 above.
9.1.6 Compliance with Applicable Laws and Regulations:
(a) The entering into and the 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:
(i) any provision of the Buyer’s constituent documents, if applicable;
(ii) any provision of any judgment, decree or order to which the Buyer is a party, by which it is bound, or to which any of its material assets are subjected to;
(iii) any material agreement, obligation, duty or commitment to which the Buyer is a party or by which it is bound;
(iv) any foreign exchange, anti-money laundering or regulatory restrictions applicable to the purchase of the Tokens; o
(v) any laws, regulations or rules applicable to the Buyer;
(b) the Buyer will comply with any applicable tax obligations in the Buyer's jurisdiction arising from the respective purchase of the Tokens;
(c) the Buyer will comply with all applicable anti-money laundering and counter-terrorism financing requirements; and
(d) the execution and delivery of, and the performance under this Agreement require no approval or other action from any governmental authority or person other than the Buyer.
9.1.7 Purpose of Purchasing Tokens: The Buyer agrees and certifies that he is acquiring the Tokens for its own personal use and utility, and not for investment or any financial purposes
9.1.8 Legal Source of the Funds Used for the Purchase: The funds, including any digital assets, fiat currency, virtual currency or Cryptocurrency the Buyer uses to purchase the Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and the Buyer will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
9.1.9 The Buyer agrees that if any of the representations and warranties specified in Clause 9.1 are no longer accurate, he shall immediately cease to use the Tokens.
9.2 No Company’s Representations and Warranties
9.2.1 The Buyer hereby acknowledges and agrees that the Tokens are sold on an "as is", "as available" and "with all faults" basis and the Tokens will be purchased by the Buyer exclusively at his own risk without any express or implied representations and/or warranties of any kind by the Company.
9.2.2 The Company (if applicable) expressly disclaim all express and implied warranties and representations as to the Tokens. The Company shall not make any representations or warranties, express or implied, including:
(a) any warranties or representations of title;
(b) any warranties or representations of merchantability or fitness for a particular purpose with respect to the Tokens or their utility, or the ability of anyone to purchase or use the Tokens;
(c) the suitability, reliability, availability, timeliness, and accuracy of the Tokens, information, software, products, Services and related graphics contained on the Website for any purpose.
9.2.3 Without limiting the specified items in Clauses 9.2.1 and 9.2.2, the Company doesn’t represent or warrant that the process of payment of the Tokens or receiving the Tokens will be uninterrupted, error-free, free or shall remain free of viruses or other harmful components, or that the Tokens are reliable and error-free. As a result, the Buyer acknowledges and understands that he may lose the entire amount he paid to the Company.
10. LIMITATION OF LIABILITY10.1 Limitation of the Company’s Liability
10.1.1 To the fullest extent permitted by applicable laws:
10.3. You agree not to do the following:
(a) in no event will the Company be liable for any Damages arising out of or in any way related to the sale or use of the Tokens or otherwise related to this Agreement, regardless of the form of action, whether based in contract, tort (including simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such Damages and regardless of whether such Damages were foreseeable); and
(b) in no event will the aggregate liability of the Company, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to this Agreement or the use of or inability to use the Tokens, exceed the amount you pay to the Company for the Tokens.
10.1.2 To the fullest extent permitted by applicable laws, the Buyer disclaims any right or cause of action against the Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of the Company.
10.1.3 The Company will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Company's reasonable control.
10.1.4 If the applicable laws do not allow all or any part of the above limitation of liability to apply to the Buyer, the limitations will apply to the Buyer only to the extent permitted by the applicable laws.
10.1.5 The Buyer understands and agrees that it is the Buyer's obligation to ensure compliance with any legislation relevant to his country of domicile concerning purchase and use of the Tokens, and that the Company shall not and will not accept any liability for any illegal or unauthorized purchase or use of the Tokens.
10.2 Indemnification for Losses Incurred by the Company or any of the Company Affiliate
10.2.1 To the fullest extent permitted by applicable laws, the Buyer will indemnify, defend and hold harmless and reimburse the Company and against any and all claims, demands, actions, proceedings, Damages incurred by the Company arising from or relating to:
(a) the Buyer's purchase or use of the Tokens;
(d) any inaccuracy in any representation or warranty of the Buyer;
(e) the Buyer's violation of any rights of any other person or entity; and/or
(f) any act or omission of the Buyer that is negligent, unlawful or constitutes willful misconduct.
10.2.2 The Company reserves the sole and absolute right to defend any and all claims, demands, actions and/or proceedings brought against the Company, at the Buyer's sole cost and expense and subject to the Buyer’s indemnification under Clause 10.2.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and Company.
10.3 Force Majeure
10.3.1 The Company shall not be liable and disclaim any and all liability to the 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.
10.3.2 If an event of force majeure occurs and a party is injured by the other party’s inability to perform the Agreement, the injured party may by giving written notice to the other party elect to suspend this Agreement, in whole or in part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
10.4.1 To the fullest extent permitted by applicable laws, the Buyer releases the Company from any 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 the Buyer and the Company or the acts or omissions of third parties.
10.4.2 The Buyer expressly waives any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which the Buyer may know or suspect to exist in favor of the Buyer at the time of agreeing to this release.
11. GOVERNING LAW AND DISPUTE RESOLUTION11.1 Applicable Law
This Agreement will be governed by and construed and enforced in accordance with the laws of Hong Kong, without regard to conflict of law rules or principles.
11.2 Dispute Resolution
The Buyer and the Company shall cooperate in good faith to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with it ("Dispute"). If the parties hereto are unable to resolve a Dispute within 90 days of notice of such Dispute being received by all parties hereto, such Dispute shall be finally settled in court according to the laws of Hong Kong.
11.4.1 Any Dispute not resolved by negotiations shall be referred to and finally resolved by court under the laws of Hong Kong.
12. TERMINATION OF AGREEMENT12.1 This Agreement is automatically terminated if a Buyer terminates the user agreement and stops using the LandRocker gaming platform by deleting the Account on the Platform.
13. MISCELLANEOUS13.1 Entire Agreement
13.1.1 This Agreement together with the Whitepaper and other documents of the User Agreement that might be published from time to time on the Website constitutes the entire agreement between the Buyer and the Company relating to purchase of the Tokens from the Company.
13.1.2 In the event that this Agreement conflicts with the Website or any other documents published from time to time on the Website, this Agreement shall prevail.
13.1.3 This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Buyer and the Company, whether written or verbal, regarding the subject matter of this Agreement.
Should any provision of this Agreement, or any provision incorporated into this Agreement in the future becomes illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement shall not be affected thereby.
The Company reserves the right to change, modify, add, or remove portions of this Agreement for any reason at any time by posting the amended Agreement on the Website. The revised version will be effective at the time the Company posts it unless indicated otherwise. If you do not agree to be bound by the amended or modified Agreement, you must cease accessing or using the Tokens.
13.4 Assignment of Rights and Obligations
The Company may assign its rights and obligations under this Agreement to any person without the Buyer's consent. The Buyer may not assign its right under this Agreement to any person without the Company’s consent.
13.5 No Company's Waiver of Rights
The Company's failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision and will not limit the Company’s right to enforce such right or provision at a later time. All waivers by the Company must be unequivocal and be in writing to be effective.
13.6 Third Party Rights
Except as otherwise provided herein, this Agreement is intended solely for the benefit of the Buyer and the Company and is not intended to confer third-party beneficiary rights upon any other person or entity.
13.7.1 All notices, requests, claims, demands and other communications concerning this Agreement ("Notices") that the Company provide to the Buyer, including this Agreement, will be provided in electronic form by:
(a) posting a Notice on the Website; or
(b) sending an email to the email address associated with the Buyer's account.
13.7.2 Notices provided by posting on the Website will be effective upon posting and Notices provided by email will be effective when the Company send the email. It is the Buyer's responsibility to keep his email address current. The Buyer will be deemed to receive any email sent to the email address associated with his account when the Company send the email, whether or not the Buyer actually receives or reads the email.
13.7.3 Notices that the Buyer provides to the Company must be in English language and delivered to the Company by email at __________. Such Notices will be effective two business days after they are being sent.
13.8.2 Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although the Company believes it has a reasonable basis for making these forward-looking statements, the Buyer must not place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forward-looking statements not occurring.
13.9.1 In this Agreement, unless the context indicates otherwise, or the contrary is expressly stated:
(a) references to the singular include references to the plural and vice versa
(b) references to the male include references to the female and vice versa;
(c) a reference to a person includes a reference to any individual, body corporate (wherever or however incorporated or established), association, partnership, government, state agency, public authority, joint venture, works council or other employee representative body in any jurisdiction and whether or not having a separate legal personality;
(d) a reference to a person includes a reference to that person's legal personal representatives, successors, executors, heirs, permitted assigns and permitted nominees in any jurisdiction and whether or not having separate legal personality;
(e) a reference to a company shall be construed so as to include any company, corporation or other body corporate or other legal entity, wherever and however incorporated or established;
13.9.2 The headings in this Agreement are inserted for convenience and reference purposes only and do not affect its interpretation.
13.9.3 The words "hereof", "herein", "hereunder" and "hereby" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
13.9.4 Wherever the word "include," "includes," or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation".
13.9.5 In the event that this Agreement, the Whitepaper or any other documents that might be published from time to time on the Website conflict with their translated copies, the English version prevails.