📣("GATCOIN TOKEN PURCHASE AGREEMENT"")
GATCOIN
The Biggest Marketing Innovation Since The Invention Of Points
BUY NOW!
HOW GATCOIN WORKS
GATCOIN transforms traditional discount coupons, loyalty points and shopping vouchers into liquid, tradable digital tokens.
GATCOIN PRE-SALE IS LIVE!
Buy nowBuy now
-TOTAL SOLD0%
APPLICABLE BONUS
20%
- GATCOINS FOR SALE
15,000,000
CONVERSION RATE - 1 ETH = 1480 GAT
- FIXED ETH:GAT RATE
ETH PRICE PER GAT - 0.0006756757
FIXED PRICE IN ETH
PRE-SALE ENDS
00
MONTHS
02
DAYS
20
HOURS
16
MINUTES
55
SECONDS
BREAKING NEWS
PATENTS FILED
Patents filed for "A-Drop" geo-location cryptocurrency distribution system
27 September 2017 (Singapore)
JAPANESE EXPANSION
Crypto-currency leaders Yoshimitsu Jimmy Homma and Takaya Imai join Board of Advisors
12 November 2017 (Tokyo)
EXCHANGE LISTINGS
GAT Coins tradable on COSS.IO immediately following Token Sale
5 November 2017 (Singapore)
ICO RANKINGS
HACKED gives GATCOIN highest ranking of 7/10
25 October 2017 (International)
1ST PLACE
GATCOIN wins 1st place in Blockshow Asia Meetup
28 September 2017 (Singapore)
PATENTS FILED
Patents filed for "A-Drop" geo-location cryptocurrency distribution system
27 September 2017 (Singapore)
JAPANESE EXPANSION
Crypto-currency leaders Yoshimitsu Jimmy Homma and Takaya Imai join Board of Advisors
12 November 2017 (Tokyo)
LIQUID, TRADABLE, RETAIL SHOPPING INCENTIVES
PLUG-N-PLAY
Any retailer can join our global distributed shopping platform, upload products, and issue their own branded digital tokens to a mass consumer audience within minutes
- TARGETED AIRDROPS
A-DropTM technology launches digital tokens to target audiences by demographic, shopping interests, and geo-location anywhere in the world - TRADABLE
Retail tokens can be used to buy products, get discounts or claim rewards from merchants. Tokens can also be freely traded on our crypto-currency exchange making them highly liquid and intrinsically valuable to the consumer
LAUNCH TOKENS ANYWHERE, ANYTIME
- READY Decide how many tokens to create & upload products to our shopping platform
SET
Configure target audience by demographic, spending preferences & geolocation
GO!
A-Drop™ to customers so they can instantly spend and claim rewards!
PUSH NOTIFICATIONS
CRYPTO COINS DROPPED STRAIGHT TO PHONES
“YOU HAVE RECEIVED 100 TOKENS WORTH US$100. HUZZAH!”
ACCEPT TOKENS
Accept Tokens to deposit into your GAT Wallet
Spend Tokens on our network of 60,000+ stores (and growing)
Trade Tokens on our GAT Exchange
REJECT TOKENS
Tokens redistributed to other customers within configuration pool
Reject option prevents spam or unwanted Tokens
CONFIGURE AUTHORIZATION Blacklist Tokens to prevent spam Whitelist Tokens to configure preferred merchants AS SEEN IN download 2017cnlogo innovators logo ft-logo marketwatch-logo-vector-download TheBlock hackedlogokopi2-1 1718-scmp.jpg bitcoinexchangeguide Token Market Logo cointelegraph-1 logo_NYC_Bizz >quote ENDORSEMENTS “BY FAR THE BEST BLOCKCHAIN SOLUTION FOR OUR REWARDS BUSINESS. VERY EXCITED TO BE PARTNERING WITH GATCOIN” – STEVE LEE, CEO SK PLANET JAPAN “GATCOIN HAS HUGE POTENTIAL TO CONSOLIDATE AN INCREDIBLY FRAGMENTED REWARDS MARKET” – HANS LINDROTH, CEO ENTRY POINT CONSULTING GAT Logo White Outline copy 2 SIGN UP NOW 2017 TOKEN SALE PARAMETERS Tokens Offered in 2017: 200,000,000 ERC20 GAT Coins Presale Period: Oct 28 – Nov 28 ICO Starts: Dec 15 – Jan 15 Funding Goal: 67,568 ETH Hard Cap: 121,184 ETH Total Supply: 1,000,000,000 fixed, non-inflationary Founders Share: 10%, for continued development work Foundation Share: 10%, for market-maker activities Future Distributions: 60% over 3 year period from 2018 – 2021 When Tradable: Immediately upon conclusion of sale. GAT Coins are tradable on COSS.io and other major crypto exchanges. Further announcements soon! GATCOIN TOKEN DISTRIBUTION
PRE-SALE STARTS
28 OCT 2017
15,000,000 GAT @ 1 ETH = 1480 GAT, +20% Bonus
PRE-SALE ENDS
28 NOV 2017
TOKEN SALE STARTS
15 DEC 2017
115,000,000 GAT @ 1 ETH = 1480 GAT
TOKEN SALE ENDS
15 JAN 2018
GAT Coins Tradable on Major Crypto Currency Exchanges
DIFFERENTIATING FACTORS
Global Platform: Our network is open to all merchants in any part of the world. This gives GATCOIN significant reach and a global business platform
Proprietary A-DropTM: Patent-pending crypto currency distribution system that targets audiences by demographic, shopping interests and geo-location. Push notifications alert customers of token receipt in seconds. A-DropTM unleashes unprecedented innovation and creativity in retail digital marketing
Tradable Tokens: Merchant tokens are tradable for GAT Coins delivering immediate intrinsic value to customers. Merchant tokens will always be valuable to consumers no matter who issues them, and whether the consumer uses them or not
Strong Business: GATCOIN gets business done, and will launch retail tokens covering a network of 60,000+ retail stores and 21 brands in Asia through SK Planet Japan’s COTOCO gift and coupon business. That’s just the beginning
TECHNICAL COMPONENTS
GAT NETWORK
Global high-speed blockchains on which retail tokens circulate and A-DropTM to customers anywhere in the world
GAT WALLET
A beautifully-designed mobile token wallet that customers use to manage and spend their retail tokens
GAT MARKETPLACE
A mobile shopping portal where customers can spend retail tokens for real products
GAT EXCHANGE
A full-feature crypto-currency exchange where retail tokens are publicly traded for GAT Coins, and GAT Coins are publicly traded for Bitcoin, Ethereum and other major crypto currencies
GAT FOUNDATION
An independent non-profit organization based in Singapore
PROJECT ROAD MAP
CONCEPT DEVELOPMENT
NOV 2016
WHITEPAPER & CONCEPT VALIDATION
MAY
PLANNING WITH SK PLANET JAPAN
JUNE
GAT SYSTEM PLANNING AND DESIGN
JULY
GAT LISTING APPLICATIONS WITH CRYPTO EXCHANGES
AUGUST
GATCOIN CEO Presentation
PRIVATE LAUNCH ANNOUNCEMENT
8 SEPTEMBER
Founder and CEO presents GATCOIN to the Hong Kong Stock Exchange and the blockchain community on September 8th pre-launch event
PUBLIC LAUNCH ANNOUNCEMENT
18 SEPTEMBER
A-DROP™ PATENT FILED
27 SEPTEMBER
WIN 1ST PLACE BLOCKSHOWASIA ICOSCAR MEETUP SINGAPORE
28 SEPTEMBER
MEDIA LABELS GATCOIN THE BIGGEST MARKETING INNOVATION SINCE THE INVENTION OF POINTS
29 SEPTEMBER
TOKEN SALE BEGINS
15 DEC
TOKEN SALE ENDS
15 JAN
GAT EXCHANGE LAUNCHED
2018 JUNE
FULL SYSTEM LAUNCH
2018 OCTOBER
CORE TEAM
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SIMON CHEONG
The GAT System is Simon’s brainchild. Blockchain entrepreneur and former World Bank lawyer.
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PROF. WEI-TEK TSAI
Wei-Tek Tsai is Emeritus Professor at Arizona State University and Chief Scientist of Beijing Tiande Technologies at Beijing, China.
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SAMSON LEE
Over 20 years of experience in TMET sector. Co-Founder of Ethereum communities for South China and South Asia.
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YOSHIMITSU JIMMY HOMMA
Jimmy is President of the Japan Digital Money Association and CEO and Co-Founder of United Bitcoiners Inc.
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JAMES KONG
Tech entrepreneur and highly skilled programmer with 15+ years experience. Co-founded OneCash mobile payments platform.
Gary Ling
GARY LING
Highly skilled programmer with a decade of software development experience.
kay headshot
KARANDEEP SINGH
Retail web development and performance optimization. HTML, CSS, Javascript, PHP, MySQL, Google Apps script, APIs.
Tudor Barbulescu SQ
TUDOR BARBULESCU
Tudor is a software developer with 8 years of programming experience. He graduated from Australian National University with a Bachelor's in IT.
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KEYNE CHU
Token program designer for GATCOIN. 12+ years experience working with retail brands in Asia activating online and offline sales promotion.
CMT Headshot Full
CHRIS TONG
Digital and social media marketer for GATCOIN. 10+ years experience with retail brands in Asia and Australia activating digital marketing strategies.
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KENJI WONG
Professional product and graphic designer. Responsible for the layout and design of the GAT Wallet and GAT Marketplace.
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SARAH BERBERICH
GATCOIN Web Designer. Specializes in mass consumer e-commerce and multi-site platforms.
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ANTHONY HUANG
Founder of Synoco Asia Pacific (est.1993) providing marketing services for Fortune 500 companies.
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DEREK KWIK
Respected technology community leader involved with nearly every accelerator/ incubator/ co-working space in HK.
Ross Stokes Head Shot
ROSS STOKES
Respected crypto-currency and blockchain investor and serial entrepreneur.
edward sit headshot
EDWARD SIT
Veteran in the commodity field, currently with the Market Development of The Hong Kong Exchange and Clearing Ltd (HKEX).
Hans Lindroth
HANS LINDROTH
CEO of Entry Point Consulting Ltd, managing the assets of the Peder Wallenberg Charitable Trust.
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TAKAYA IMAI
Takaya Imai is CEO at Frontier Partners LLC, CEO at Data Tower Inc. and CTO and Co-founder at United Bitcoiners Inc.
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BEHRANG KORDSANDIAN
Board of Advisors, GATCOIN IBM Expert for Cognitive Solutions, Advanced Analytics and Social Analytics
MARKETING CAMPAIGN PREVIEW
CAROUSEL
TEMPTATION
DANCING
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ENUMA
Copyright © 2017 GATCOIN
PRIVACY POLICY TERMS OF USE
×
GATCOIN TOKENS
PLEASE READ THE GATCOIN TOKEN PURCHASE AGREEMENT, TERMS OF USE AND TECHNICAL WHITEPAPER AND CONFIRM THE FACTS IN THE CHECKBOXES BELOW IN ORDER TO PROCEED.
GATCOIN TOKEN PURCHASE AGREEMENT
Last Updated: October 16, 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 Systems Ltd. (“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. Website Terms of Use. Company has established Terms of Use, as may be amended from time to time, for the Website located at Terms of Use, which are hereby incorporated by reference. Buyer has 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 Tokens. 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 financing requirements.
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 territory-wide Sanctions.
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 value:
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.
Indemnification
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 and Company.
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 jurisdiction.
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 GATSystem.
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.
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