THE OFFER AND SALE OF THIS SECURITY INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA.
IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘
THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.
NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF THE SAFT OR ANY RELATED DOCUMENTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE SAFT AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.
THE COMPANY IS AN UNREGULATED BVI BUSINESS COMPANY AND IS NOT SUBJECT TO THE SUPERVISION OF THE BRITISH VIRGIN ISLANDS FINANCIAL SERVICES COMMISSION OR BY ANY OTHER REGULATOR OUTSIDE OF THE BRITISH VIRGIN ISLANDS. A BUYER OF RIGHTS TO FTC’SOR FTC’S IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE RIGHTS TO FTC’S OR FTC’S ARE SUITABLE FOR THEIR NEEDS.
THERE IS NO FINANCIAL OBLIGATION OR COMPENSATION SCHEME IMPOSED ON OR BY THE GOVERNMENT OF THE BRITISH VIRGIN ISLANDS IN FAVOUR OF PURCHASERS OF RIGHTS TO FTC’S OR FTC’S.
PURCHASE OF RIGHTS TO FUTURE TOKENS CARRIES SUBSTANTIAL RISK. THERE IS NO GUARANTEE AGAINST LOSS OF SOME OR ALL OF THE VALUE OF THE PURCHASE PRICE. THERE IS NO GUARANTEE THAT THE DEVELOPMENT OF THE FORGOTTEN CHAIN GAME WILL BE SUCCESSFUL, THAT A TOKEN GENERATION EVENT WILL OCCUR OR THAT FTC’S WHEN ISSUED WILL HAVE ANY VALUE.POTENTIAL PURCHASERS OF RIGHTS SHOULD CAREFULLY CONSIDER THE RISKS ASSOCIATED WITH THE PURCHASE OF RIGHTS TO FUTURE TOKENS.
| RIGHTS | CONDITIONAL RIGHTS TO FTC ON FORGOTTEN CHAIN |
| FTC | TOKENS CREATED ON THE BINANCE SMART BLOCKCHAIN TITLED FORGOTTENCOIN (“FTC”) |
| FORGOTTEN STUDIO LTD’S [ICO NETWORK ADDRESS] | 0xFB6A76fD936e01b1f8ff556ed1704A20ba3cc9e6 |
| PLATFORM | FORGOTTEN CHAIN |
| FTC PRICE | 0.01$ PER FTC / 0.03$ PER FTC (PAID IN BNB) |
This Simple Agreement for Future Tokens, hereinafter referred to as “Agreement”, outlines the terms governing the retail sale round, by Forgotten Studio Ltd, of tokens created on the Binance Smart Blockchain titled ForgottenCoin (“FTC” or “Tokens”) that are intended to be used on the blockchain play-to-earn game named ForgottenChain.
ForgottenStudio Ltd is a BVI business company with limited liability incorporated in the British Virgin Islands, with its registered office at Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands with BVI company number 2085578. “Company”, “We”, “Us” and “Our” shall hereinafter refer to ForgottenStudio Ltd.
The Company may be contacted at contact@forgottenchain.com.
This Agreement is concluded between the Company and the person purchasing FTC utility tokens, hereinafter referred to as “User”, “You” and “Your”.
Before purchasing FTC utility tokens and participating in the FTC’s ecosystem, please carefully read this Agreement. This Agreement governs the rights enjoyed by and the obligations imposed on You and the Company, and regulates the relationship between You and the Company. If You do not agree with the provisions contained in this Agreement, You must not purchase FTC utility tokens or rights to FTC utility tokens. This Agreement governs the relationship between You and the Company together with the Terms of Service, Privacy Policy and KYC/AML Policy of Forgotten Studio Ltd, and Your participation in the FTC’s ecosystem and your purchasing of FTC utility tokens requires Your assent to this Agreement as well as the aforementioned policies and documents.
Additionally, We strongly advise You to consider the FTC utility token’s Whitepaper, (see www.forgottenchain.com/img/assets/pdf/whitepaper.pdf) which is a legally non-binding document, but which outlines the general nature and functionality of the FTC’s ecosystem.
FTC tokens shall be used to provide access to the applications provided by the Company on ForgottenChain’s platform.
The User is obliged to provide personal data to the Company for KYC (Know Your Client) and identification purposes to such KYC verifying service provider as we may determine from time to time (“KYC Provider”) before entering into a transaction with the Company.
Purchasing and trading of virtual assets involves significant risk due to high volatility. The value of virtual assets might increase and decrease significantly in a short period of time. The value of the virtual assets may be influenced by various unpredictable factors, such as, but not limited to: changes in the global economy caused by an unprecedentedevent (e.g. a 2nd pandemic), loss of confidence in virtual currencies, development of new information technologies, decisions made by policy-makers, political statements, or hacker attacks.
1.1. You acknowledge that You have familiarized Yourself with the legally non-binding FTC’s White Paper and that You comprehend the working of the platform in at least basic terms and are aware of the possible risks that may arise from Your participation in the FTC’s ecosystem.
1.2. You acknowledge that the FTC’s White Paper is legally non-binding and does not establish or impose any rights and/or obligations on You, the Company, or any third party, and You acknowledge that the FTC’s White Paper is of a purely descriptive character and informative nature.
1.3. You acknowledge that FTC utility tokens are not a security, are not registered with any competent authority as a security, are not a commodity, are not any type of financial instrument, do not represent any ownership right in the Company, and do not represent any claim, including but not limited to claims to revenue and intellectual property rights.
1.4. You acknowledge that in order to be able to purchase FTC utility tokens and participate in the FTC’s ecosystem You:
1.4.1. must be 18 years of age or older;
1.4.2. must be of the age of majority in Your jurisdiction and place of residence;
1.4.3. must be a citizen, resident and are situated in a jurisdiction which permits engaging in activities related to cryptocurrencies and the sale and purchase of utility tokens;
1.4.4. must satisfy our KYC Provider’s requirements.
1.5. The Company makes no representation as to the revenues, profits, forecasted financial performance and stability of the FTC utility tokens.
1.6. You are aware of the volatile nature of the cryptocurrency and utility token market and ecosystem and You agree that this Agreement is in no way an offer to invest, an investment advice or investment guidance.
1.7. By entering into this Agreement with the Company and by purchasing FTC utility tokens You acknowledge that there are certain risks associated with purchasing and transacting in utility tokens in general, and in FTC utility tokens in particular, and that there are certain risks associated with using ForgottenChain’s platform, including but not limited to risk of losing access to tokens due to loss of passwords, passphrases or keys, risk of computer-based attacks and security vulnerability exploits, and that you assume any and all such risks; You acknowledge that as the FTC’s ecosystem is in early development stage, the Company can make no warranty or representation as to the success and growth of the platform. You acknowledge that You shall not hold the Company liable for any disruption or cessation of service or loss of access to purchased utility tokens due to force majeure, changing regulations, court and administrative authorities’ orders.
2.1. The Company shall conduct a private retail sale round of the FTC utility token based on this Agreement (“Private Sale”) before selling FTC utility tokens to the general public (“Public Sale”).
2.2. A minimum ticket size of 0.2 BNB (approximately US$100 at the time of the document creation) and a maximum ticket size of US$1500 in the Private Sale and US$3500 in the Public Sale.
2.3. The Company aims to sell 500.000.000 FTC utility tokens, comprising 10% of the total FTC utility token supply, during the Retail Sale round.
2.4. Upon acquiring FTC utility tokens during the Retail Sale round, the User’s acquired tokens shall be locked and will be vested based on the Retail Sale round conditions described in the table below. The token lockup period shall be based on the vesting schedule below and FTC utility tokens sold in the Retail Sale round. Purchase and delivery of the Tokens shall be based on this Agreement.
2.5. The Purchase Price is payable inBNB to the ICO network address specified by the Company on the date of this Agreement.
2.6. The User is responsible for:
2.6.1. the transfer of the Purchase Price to the Company’s ICO network address ;
2.6.2. any third party transaction fees related to the transfer of the Purchase Price to the Company’s ICO network address;
2.6.3. any applicable taxes related to the purchase of the Rights or the issue of the Tokens.
2.7. The User shall:
2.7.1. pay the Purchase Price in accordance with this clause 2.
2.7.2. provide a network address for the Company to transfer Tokens to the User on the Token Generation Event;
2.7.3. provide a duly completed identity verification application in the form attached at Schedule 1 to this agreement (the “Application”) together with any other information or documents necessary or desirable to satisfy the Seller's obligations under applicable anti-money laundering, terrorist and proliferation financing rules and regulations or its own policies.
2.8. Issue of Tokens Conditional
2.8.1. The obligation of the Company to issue Tokens to the User under this Agreement is subject to and conditional on the happening of the Token Generation Event.
2.9. Purchase Price Non-Refundable
2.9.1. The User acknowledges and agrees that the payment of the Purchase Price is non-refundable. The User waives any right to request or require a refund of the Purchase Price.
The Retail Sale round contains 2 phases:
1. Private Sale
2. Public Sale
| 1. Private Sale | |||
|---|---|---|---|
| Token price in this phase | Percentage of Tokens unlocked every month | All vested Tokens release* | Total Tokens for sale in this phase (3% of total supply) |
| 0.01$ | 5% | 20 Months | 150.000.000 FTC |
| 2. Public Sale | |||
|---|---|---|---|
| Token price in this phase | Percentage of Tokens unlocked every month | All vested Tokens release* | Total Tokens for sale in this phase (3% of total supply) |
| 0.03$ | 5% | 20 Months | 350.000.000 FTC |
*Vested Tokens will be proportionally unlocked per secondfor a consecutive period of twenty (20) months, starting after the end of theCliff Period (as defined below).
2.10. Initial Token Price during the Retail Sale round shall be equal to US$0.01 or US$0.03per Token based on the phase you join and may fluctuate based on the conduct and transacting behavior of the participants in the FTC utility token ecosystem.
2.11. The conversion smart contract protocol shall be created after the end of the Retail Sale round and the Token Generation Event has occurred, which shall be published by the Company on the corresponding website with corresponding information regarding the Token Generation Event.
2.12. The User shall acquire the Rights or the FTC utility tokens during the rounds of thePrivate sale or thePublic sale .Instructions on purchasing the Tokens shall be published on the Company’s website .
2.13. FTC utility tokens acquired by the User shall be deposited to the Wallet associated with the User according to the vesting schedule referred to in clause 2.4 of the Agreement.
2.14. The Company aims at selling a total of 500.000.000 FTC utility tokens in the private sale round and public sale round comprising 10% of the total FTC utility token supply. The rest of the 90% Tokens will be distributed as described in the Whitepaper. The Company will use 3% of total FTC supply to be released to an appropriate virtual currency exchange to ensure accessibility for the general public that were not participating in the sale rounds mentioned above.
3.1. The User (if a corporate entity) is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation or continuation.
3.2. The User has the requisite power and authority to enter and perform this Agreement and the documents referred to in it (to which it is a party), and they constitute valid, legal and binding obligations on the User with their respective terms.
3.3. The execution and performance by the User of this Agreement and the documents referred to in it will not breach or constitute a default under the User's constitutional documents, articles of association, or any agreement, instrument, order, judgement or other restriction which binds the User.
3.4. The User represents, warrants, agrees and acknowledges that:
3.4.1. THE USER IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF PURCHASING THE RIGHTS AND UNDERSTANDS THAT THE Forgotten Chain Platform MAY NOT BE COMPLETED, A Token GENERATION EVENT MAY NOT OCCUR AND THE USER IS ABLE TO INCUR A COMPLETE LOSS OF VALUE OF THE RIGHTS OR THE TOKENS WITHOUT SIGNIFICANTLY IMPAIRING THE USER’S FINANCIAL CONDITION.
3.4.2. the Tokens do not have any intrinsic value other than as a utility token on the Forgotten Chain Platform and the Tokens may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire the Tokens.
3.4.3. there is no market-standard valuation process to determine the value of the Tokens at any given time.
3.4.4. the Company gives no guarantees whatsoever on the value of the Tokens which may be highly volatile and could reduce to zero.
3.4.5. the Company has no responsibility for and it will not obtain any consent, approval or permission required by the User for, the acquisition, offer, sale or sale by the User of the Tokens under the laws and regulations in force in any jurisdiction to which the User is subject or in or from which it uses the Tokens;
3.4.6. the User is not purchasing the Rights and will not use the Tokens for any illegal purpose.
3.5. the User’s crypto-currency assets used to pay the Purchase Price are not derived from or related to any unlawful activities, including money laundering, terrorist or proliferation financing, and the User will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
3.5.1. the User and none of its affiliates or beneficial owners are politically exposed persons. The User and its affiliates have complied with the requirements of all applicable laws, government orders or resolutions of the United Nations relating to anti-money laundering, anti-terrorism, proliferation financing, trade embargos and economic sanctions applicable to its or its affiliates’ activities.
3.5.2. the User is not acting directly or indirectly: (i) on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department's Office of Foreign Assets Control (“OFAC”), as such list may be amended from time to time, or any Executive Order administered by OFAC; (ii) for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure, unless the Company, after being specifically notified by the User in writing that it is such a person, conducts further due diligence, and determines that such a transaction shall be permitted; or (iii) for a foreign shell bank; or (iv) for a person on the UK Sanctions List published by the UK government under the Sanctions and Anti-Money Laundering Act 2018 or the consolidated list of persons and organisations under financial sanctions produced by HM Treasury’s Office for Financial Sanctions Implementation.
3.5.3. the User agrees and acknowledges that the procedures for the payment of the Purchase Price may be amended by the Company on reasonable notice to the User, provided the amendments are deemed to be reasonable security measures for the protection of the Purchase Price and the User undertakes not to raise any claim against the Company in the event Company suffers any act of cybercrime, cyberterrorism, hacker attacks, or invasion or outbreak of Malware, including any that result in a loss of the Purchase Price or the Tokens issued pursuant to the Rights.
3.5.4. under the Proceeds of Criminal Conduct Act 1997 of the British Virgin Islands, a person in the British Virgin Islands must, if he suspects that a payment to the Company represents proceeds of criminal conduct, report such suspicion to the Financial Investigation Agency.
THE USER UNDERSTANDS THAT THE VALUE OF THE TOKENS MAY FALL OR RISE; AND THE POSSIBILITY THAT THE TOKENS MAY INCREASE IN VALUE IS NOT A CONSIDERATION IN ITS DECISION TO PURCHASE TOKENS AND ITS DECISION IS BASED SOLELY ON ITS PLANNED USE OF THE TOKENS ON THE PLATFORM.
4.1. You shall be solely liable for the paying of any applicable taxes, duties, charges or fees arising from Your purchasing of and transacting in FTC utility tokens. The Company shall bear no responsibility over Your compliance with applicable tax regulations.
5.1. By purchasing FTC utility tokens and by participating in the FTC ecosystem, You confirm that the funds used for purchasing of the FTC utility tokens are not directly or indirectly connected to any illegal activity.
5.2. You confirm that no transaction conducted by You and involving FTC utility tokens shall be used to facilitate any criminal or illegal activity, including but not limited to money laundering and terrorism financing.
5.3. You agree to hold the Company harmless of any investigation or proceedings related to the source or nature of the funds used by You to purchase FTC utility tokens.
5.4. The Company reserves the right to refuse to accept or facilitate transactions with any person established in, resident in or operating from a country or territory subject to sanctions lists, including but not limited to sanctions lists compiled by the United Nations, the European Union and the United Kingdom’sHM Treasury’s Office for Financial Sanctions Implementation.
5.5. The Company reserves the right to refuse to accept or facilitate transaction with any person suspected or convicted of terrorism-related activity, terrorism financing or money laundering.
5.6. The Company reserves the right to undertake or conduct any Know Your Customer measures or procedures required by applicable law, including but not limited to identification of customers, determination of source of funds and monitoring of transactions conducted on ForgottenChain’s platform or conducted using FTC utility tokens. You agree to cooperate with the Company in its conducting of Know Your Customer Principles.
5.7. You agree that the Company reserves the right to limit and/or remove Your access to ForgottenChain’s platform in the event of unsatisfactory completion of Know Your Customer procedures. The determination of the outcome of Know Your Customer procedures shall be in the sole discretion of the Company.
6.1. FTC utility tokens are not intended to be marketed or sold in any jurisdiction where they legally may not be marketed or offered for sale.
6.2. You confirm that You are not a citizen or resident of the United States of America, Puerto Rico, China, Cuba, North Korea, Syria,Libya, Pakistan, Afghanistan, Yemen, Iran, Iraq, Sudan, Somalia, Trinidad, Tobago, Democratic Republic of the Congo and Central African Republic.
6.3. You confirm that You are not a citizen or resident of any country, state or territory where it is prohibited to purchase, hold or own cryptocurrency, virtual money, security tokens or utility tokens.
6.4. You confirm that You are not a citizen or resident of any country, state or territory where offering of utility tokens is considered offering of securities under applicable law.
7.1. In signing this Agreement, I/we consent to the Company, Service Providers and their respective delegates, duly authorised agents and any of their respective related, associated or affiliated companies obtaining, holding, using, disclosing, transferring and processing my/ our data including my/ our “Personal Data” and my “sensitive Personal Data” to any data processor for the purpose of:
7.1.1. Carrying out ForgottenCoin-holder on boarding for Know Your Own Client (“KYC”) and Anti-money Laundering purposes;
7.1.2. Carrying out credit worthiness checks;
7.1.3. Issuing, redeeming, managing and administering FTC’s;
7.1.4. Updating ForgottenCoin-holder’s with circulars and revisions;
7.1.5. Complying with our obligations under this Agreement;
7.1.6. marketing the Company and FTC’s to you;
7.1.7. marketing to our affiliates products and services to you;
7.1.8. marketing other third parties products and services to you;
7.1.9. carrying out statistical analysis and market research;
7.1.10. complying with legal or regulatory requirements applicable to the Company or the ForgottenCoin-holder;
7.1.11. protecting the ForgottenCoin-holder’s vital interests;
7.1.12. the administration of justice;
7.1.13. the exercise of any functions conferred on a person by or under any law;
7.1.14. disclosing or transferring whether in the British Virgin Islands or to jurisdictions, countries or territories outside of the British Virgin Islands (including without limitation the U.S.), which may not have the equivalent data protection laws to the British Virgin Islands, to third parties, regulatory bodies, auditors, technology providers or to the Company and its delegates and its or their duly appointed agents and any of their respective related, associated or affiliated companies for the purposes specified above; and
7.1.15. for other legitimate business interests of the Company.
7.2. We acknowledge that the Company will hold any personal data provided by me/us in confidence and in accordance with its Privacy Policy and the DPA 2021.The Company’s Privacy Policy can be accessed on our website https://forgottenchain.com/privacy.html.
8.1. You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, partners, offices, staff, agents and licensors harmless from any claim or demand arising from Your participation in the FTC’s ecosystem and from Your using of FTC utility tokens.
8.2. You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, partners, offices, staff, agents and licensors harmless from any claim or demand arising from Your violation of any right of a third party.
9.1. To the greatest extent allowed by applicable law, the User assumes all responsibility and risks with respect to the purchase and use of FTC utility tokens.
9.2. The User agrees to be solely responsible for the User’s compliance with any legislation relevant to the User’s country of residence concerning the purchasing and use of FTC utility tokens.
9.3. To the greatest extent allowed by applicable law, the Company assumes no liability or responsibility for the change of the value of the FTC utility tokens.
10.1. The Company reserves the right to unilaterally modify or replace this Agreement at any time. The changes shall be reflected in the Agreement available on the Company’s website. By continuing Your use of ForgottenChain’s platform and FTC utility tokens You agree to be bound by the revised terms.
11.1. If any one or several clauses are found to be in conflict with applicable law, such clauses shall be changed and interpreted to accomplish the objective of such clauses to the greatest extent possible under applicable law. The remaining clauses shall be enforceable and shall have full legal force in any event.
12.1. Provided the Company has complied with clause 12.3, if the Company is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event, the Company shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12.2. The Company shall:
12.2.1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
12.2.2. use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
12.3. If the Force Majeure Event prevails for a continuous period of more than 2 months, either party may terminate this Agreement by giving 7 days' written notice to all the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
13.1. The Company reserves the right to terminate this Agreement, in its sole discretion, in the event that the User breaches this Agreement.
14.1. The failure by the Company to enforce any right or provision of this Agreement will neither constitute a present or future waiver of such right or provision nor limit the Company to enforce such right or provision at a later time. All waivers of the Company must be specified in writing.
15.1. The User agrees to be bound by any affirmation, assent or agreement that it transmits to the Company by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent it gives to receive communications from the Company through electronic transmission. The User agrees that the Company may send the User electronic copies of any and all communications associated with its purchase of the Rights or the issue of the Tokens.
15.2. The Company may communicate with the User by e-mail, video conferencing or social media application (such as Teams, Zoom, Meet, WhatsApp or Skype). Such communication may not be secure and can be subject to possible delay, data corruption, interception, amendment or loss. The User is deemed to accept these risks if the User communicates with the Company or its service providers by any such methods and neither the Company nor its service providers shall be responsible for the unauthorisedinterception, eavesdropping, redirection, copying or reading of e-mails including any attachments and or conference calls, nor shall the Company and its service providers be responsible for the effect on any computer system of any e-mails, attachments, viruses or Malware which may be transmitted by any such electronic means.
16.1. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
17.1. The governing law of this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be the law of the British Virgin Islands.
17.2. In the case of any disputes or claims arising from this Agreement between the Company and You, such disputes may be resolved through negotiation.
17.3. If it is not possible to resolve the dispute arising between the Company and You through negotiation the courts of the British Virgin Islands shall have exclusive jurisdiction to adjudicate on such disputes.
BVI BCA: means the BVI Business Companies Act, 2004 (as amended).
BVI Registrar: means the Registrar of Corporate Affairs of the BVI.
Cliff Period: means the 30 day lock-up period when the User cannot withdraw any Tokens deposited with the Smart Contract.
Confidential Information: means all information which relates to the Company, the White Paper, the Forgotten Chain Platform and the Tokens and the negotiations, existence, provisions or subject matter of this agreement.
DPA 2021 means the Data Protection Act 2021 of the British Virgin Islands.
Force Majeure Event: means any circumstance not within the Company's reasonable control including, without limitation:
FTC ecosystem: means the ForgottenChain decentralized network to align a secure and incentivized economic system for Tokens.
Liquidation Event: means the occurrence of any of the following in respect of the Company (i) its dissolution, liquidation, winding up, administration or its entering into any voluntary arrangement or composition with creditors; (ii) the appointment of a receiver or administrative receiver in respect of all or part of the Company's assets; (iii) an action is taken by the BVI Registrar pursuant to Section 213 of the BVI BCA to dissolve or strike the Company off the Register of Companies; (iv) any event having a similar effect on the Company under the laws of any relevant jurisdiction.
Malware: means any viruses, trojans, worms, logic-bombs, keystroke loggers, spyware, adware, denial of service attacks, mining attacks, macros, or any other harmful programs, or similar computer code which is malicious or technologically harmful and is designed to damage or adversely affect the content, software or performance of any platform or the operation of any other computer software or hardware.
Personal Data means any information in respect of commercial transactions, which:
(a) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose; (b) is recorded with the intention that it should wholly or partly be processed by means of such equipment; or (c) is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system, that relates directly or indirectly to a Data Subject, who is identified or identifiable from that information, or from that and other information in the possession of a data user, including any sensitive Personal Data and expression of opinion about the Data Subject;
Platform: means the ForgottenChain digital platform.
Purchase Price: the purchase price for the Rights set out in the table on the front sheet of this agreement to be paid by the User to the Company in accordance with this Agreement.
Rights: the conditional right to be issued a Token at the Token Price in the event of a Token Generation Event and in accordance with this Agreement.
Sensitive Personal Data means any Personal Data about a Data Subject’s
(a) physical or mental health; (b) sexual orientation; (c) political opinions; (d)religious beliefs or other beliefs of a similar nature; (e) criminal convictions, the commission or alleged commission, of any offence; or (g) any other Personal Data that the Minister may by Order prescribe.
Smart Contract: means the smart contract on the Binance Smart Chain blockchain which implements the payment of the Purchase Price and the release or unlocking or the Tokens under this Agreement.
Token Generation Event: means the earlier of the issuance and sale of Tokens by the Company to the general public in a publicized Token sale, or the issuance of Tokens to accredited investors, under the applicable laws, who have made prior payment for Tokens pursuant to an AFT. For the avoidance of doubt, Tokens shall be issued to the relevant Users who have made payment for Tokens pursuant to an AFT, regardless of whether a publicized Token sale is carried out by the Company.
Tokens: tokens created on the binance smart blockchain titled Forgottencoin (“FTC”).
Vested Tokens: means [TC utility tokens which have been unlocked from the relevant Smart Contract.
Wallet: means the program controlling the network address associated with the User and facilitating transfers to and from that address.