TOKEN SALE AGREEMENT
These terms and conditions (the “Agreement”) constitute a legal, valid and binding contract between you (the “Purchaser”) and SOLOMON TOKEN (the “Company”), an ICO and applies to your purchase of SLN Tokens for use on the SOLOMON trading platform.
By ticking a checkbox or button with the words “I agree” or similar when this Agreement is presented to you, you confirm that you have read this Agreement in full and agree to be bound by all of its terms.
You are solely responsible for understanding and complying with all laws, rules and regulations that may be applicable to you in connection with this Agreement and the purchase, use, holding and disposal of SLN Tokens.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
“Applicable Law” means any law, regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation, applicable to the Purchaser, the Company, or any of the activities contemplated under this Agreement or arising out of the acquisition of the FXF Tokens.
“Affiliate” means, in relation to a company, that company’s directors, officers, employees, shareholders, agents and contractors.
“AML” means anti-money laundering.
• an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration; or
• in relation to anything which will be fully or partly prohibited or restricted by law if a governmental agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore.
“CFT” means countering the financing of terrorism.
“Digital Wallet Address” means the digital wallet address at which the Company shall receive payment from the Purchaser pursuant to this Agreement, or the digital wallet address to which the Company shall deliver the FXF Tokens purchased by the Purchaser pursuant to this Agreement, as the context requires.
“ETH” means the cryptocurrency Ethereum.
“ICO” means the Company’s initial sale of 5,000,000,000 SLN Tokens.
“ICO Website” means http:Solomon.cash
“Intellectual Property” means any patent, copyright, registered design right, unregistered design right, trade mark, right to inventions, business or domain name, database rights or other industrial or intellectual property owned or used by the Company in connection with the SLN Token, the Platform or otherwise, subsisting in any territory, together with any current applications for registration of any of the foregoing.
“Invoice” means the invoice issued to the Purchaser in connection with the Purchaser’s Order.
“Invoice Amount” means the total price as advised to the Purchaser when placing an Order and as subsequently stated on the Invoice once payment has been received by the Company in full.
“KYC” means know your client.
“Legal Reservations” means:
• the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court;
• the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors; and
• the time barring of claims under statutes or any other similar limitations on the periods for bringing such claims.
“Order” means the order for SLN Tokens placed by the Purchaser through the ICO Website / the Company’s third-party payment service provider.
“Party” means a party to this Agreement.
“Personal Data” means all information, data and documentation provided by the Purchaser in connection with the Company’s KYC/AML/CFT checks.
“Platform” means the SLN trading platform.
“Politically Exposed Person” means an individual who is or has been entrusted with a prominent public function, such as a head of state, a senior politician, a senior government, military or judicial official, a senior executive of a state‐owned corporation, or an important political party official.
“Sanctions List” means the Lists of Designated Individuals and Entities maintained by the MAS, the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
“Sanctions Target” means a target of Sanctions or a subject of any Sanctions, including, without limitation, any person or entity appearing on a Sanctions List.
“Token Distribution Dates” means, with respect to a Purchaser, the dates on which the SLN Tokens are distributed to that Purchaser.
2. PRE-PAYMENT KYC / AML / CFT
• On communicating its acceptance to this Agreement, the Purchaser will be required to satisfy the Company’s preliminary KYC/AML/CFT checks. The Company will carry out such checks with the assistance of third-party service providers which may result in the Purchaser’s Personal Data being transmitted across borders and outside of the jurisdiction(s) of the Company and/or the Purchaser. The Purchaser expressly consents to the Company’s disclosure and transmission of its Personal Data to third party service providers, irrespective of jurisdiction, for the purpose of carrying out all KYC/AML/CFT checks deemed necessary by the Company, in its sole discretion, to ensure compliance with all Applicable Law.
• If the Purchaser fails to satisfy the Company’s preliminary KYC/AML/CFT checks its Order will not be processed. It is possible that such failure may be a result of a minor issue unrelated to the Purchaser’s eligibility to purchase the FXF Tokens, such as a typographical error or a problem with the clarity of a photograph or document provided. If the Purchaser initially fails the Company’s preliminary KYC/AML/CFT checks it may wish to re-submit its details and documentation.
• On passing the Company’s preliminary KYC/AML/CFT checks the Purchaser will be asked to place its Order. Once the Order has been placed, the Purchaser will be issued with the Invoice Amount and a Digital Wallet Address to which to make payment in the cryptocurrency selected by the Purchaser.
• The Purchaser acknowledges and agrees that any loss or liability arising from its failure to make payment to the correct Digital Wallet Address or in the correct cryptocurrency shall be borne solely by the Purchaser.
• The Purchaser agrees to ensure that the Company receives the full Invoice Amount at the specified Digital Wallet Address within two hours of issuance, in clear funds, free of any transfer costs and without deduction (the “Payment Deadline”). Determination of whether the Payment Deadline has been met will be within the absolute discretion of the Company.
• Time is of the essence of this Agreement. Should the Company not receive payment of the Invoice Amount in full prior to the Payment Deadline, this Agreement shall automatically terminate.
• Where the Company receives payment after expiry of the Payment Deadline it shall return any funds received from the Purchaser net of any banking costs, transfer costs and administrative costs incurred in connection with such refund. The Company shall have no obligation to account for any reduction or appreciation in the value of the funds originally received from the Purchaser.
4. ACCEPTANCE OF ORDER
Subject to clause 5, the Purchaser’s Order shall not be deemed to have been accepted by and becoming binding on the Company until the Purchaser has been issued with an Invoice.
5. POST-PAYMENT COMPLIANCE CHECKS
• Following receipt of payment or issuance of an Invoice, the Company may at any time arrange for further KYC/AML/CFT checks to be carried out on the Purchaser which the Company, in its absolute discretion, deems necessary to ensure compliance with any Applicable Law, or where the Purchaser is a USA Person or USA Entity, require evidence and documentation which the Company, in its absolute discretion, deems necessary to confirm that the Purchaser is an Accredited Investor. The Purchaser shall promptly provide all such information and documentation requested by the Company in connection therewith.
• The Company will carry out KYC/AML/CFT checks with the assistance of third-party service providers which may result in the Purchaser’s Personal Data being transmitted across borders and outside of the jurisdiction(s) of the Company and the Purchaser. The Purchaser expressly consents to the Company’s transmission of its Personal Data to third party service providers, irrespective of jurisdiction, for the purpose of carrying out all KYC/AML/CFT checks deemed necessary by the Company, in its sole discretion, to ensure compliance with all Applicable Law.
• Should the Company determine that the Purchaser has failed to fully satisfy any further KYC/AML/CFT checks required or, where it is a USA Person or USA Entity, failed to demonstrate that it is an Accredited Investor, or unreasonably delayed in providing any information and documentation requested, or if the Company in its sole discretion determines that the sale of the FXF Tokens to the USA Person or USA Entity does not fall under one of the exemptions provided in Regulation D it shall be entitled to terminate this Agreement and, subject to ensuring its compliance with Applicable Law, return to the Purchaser all funds transferred net of any Conversion Costs, banking or transfer costs and administrative costs incurred in connection with such refund. The Company shall have no obligation to account for any reduction or appreciation in the value of the funds originally received from the Purchaser.
6. TOKEN DELIVERY
• If the Purchaser’s Order is accepted by the Company, the Company shall deliver the SLN Tokens to the Digital Wallet Address registered by the Purchaser with the Company.
7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
The Purchaser hereby makes the following representations, warranties and undertakings, which are deemed to be made again (with respect to the circumstances subsisting at that time) on every day up to and including the Token Distribution Dates:
o Sanctions and AML/CFT Laws:
- The funds being used by the Purchaser to purchase the SLN Tokens are not derived from and do not relate to any unlawful activities including but not limited to money laundering or the financing of terrorism;
- Neither it nor, where it is a legal entity, any of its Affiliates, are Restricted Parties or Sanctions Targets;
- Neither it nor, where it is a legal entity, any of Affiliates, has violated or failed to comply with any Sanctions AML/CFT Laws;
- Its use of the SLN Tokens will not constitute a violation of any Sanctions or AML/CFT Laws; and
- It will not use, hold or dispose of the SLN Tokens in any manner which, directly or indirectly, facilitates the business of any Restricted Parties or Sanctions Targets, or which may result in the violation of any Sanctions or AML/CFT Laws by any person.
o No Investment: It is purchasing the SLN Tokens solely for the purpose of exploiting their intended functionality on the Platform and they are not intended as a financial investment, speculative or otherwise.
o Additional Information: It will promptly deliver such information and documentation as the Company deems in its absolute discretion necessary to facilitate performance of this Agreement and to ensure compliance with any Applicable Law, KYC/AML/CFT requirements and to address any inquiries from any regulatory authority, government agency, court or tribunal.
o Future Compliance: It will comply with all Applicable Law in connection with its acquisition, holding, use and/or disposal of SLN Tokens;
o Review: It has carefully reviewed and understood all of the terms of this Agreement.
• Confidentiality: The terms and substance of this Agreement and any documentation issued in connection therewith are confidential and must not be disclosed to any third party unless such disclosure is necessary to comply with any Applicable Law, court order or direction, the requirements of any legal, accounting, tax or financial advisor, or in connection with the prosecution or defense of a Dispute, in which case disclosure is permitted to the extent required.
• Notices: All notices issued pursuant to this Agreement shall be in writing and delivered by email. Any notice to be issued by the Purchaser shall be sent to firstname.lastname@example.org. All notices to be issued by the Company shall be sent to the Purchaser’s email address as registered with the Company.
• THIS AGREEMENT has been entered into and is valid on the date that you have ticked the checkbox or button with the words “I agree” or similar when this Agreement was presented to you.