Token Purchase Agreement
PLEASE READ THIS TOKEN PURCHASE AGREEMENT CAREFULLY AS IT AFFECTS YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. YOU, PURCHASER, UNDERSTAND AND AGREE THAT BY VIRTUE OF PURCHASE OF DIGITAL DOLLAR TOKENS (eDOL TOKENS) YOU ARE SUBJECT TO AND BOUND BY THIS TOKEN PURCHASE AGREEMENT.
PLEASE NOTE THAT ANY ACQUISITION AND USE OF DIGITAL DOLLAR TOKENS IS BY ITS NATURE SPECULATIVE AND INTRINSICALLY CARRIES SIGNIFICANT FINANCIAL RISKS, INCLUDING, BUT NOT LIMITED TO, THE POSSIBLE LOSS OF ALL VALUE SPENT IN THE TOKENS.
This Token Purchase Agreement (hereinafter “this Agreement” or “Agreement”) contains the terms and conditions that govern your use of the Digital Dollar Distribution Smart Contract (hereinafter the “Distribution Contract”) and purchase of the ERC-20 compatible tokens distributed on the Ethereum blockchain (hereinafter the “DIGITAL DOLLAR TOKENS”, “DIGITAL DOLLAR TOKEN”, “eDOL TOKENS”, “eDOL TOKEN”, “Tokens”, or “Token”) and is an agreement between you or the entity that you represent (hereinafter the “Buyer” or “You”) and Digital Dollar Network, Inc., together with its parent company, subsidiaries and affiliates, (hereinafter the “Company”, “We”, “Us” or “Our”). The Buyer and the Company are herein referred to individually as a “Party” and collectively, as the “Parties”.
The Company reserves the right to change, modify, add or remove provisions of this agreement at any time for any reason. We suggest that you review this agreement periodically for changes. Such changes shall be effective immediately upon posting them on the website. Buyer acknowledges that by accessing our website after we have posted changes to this agreement, You are agreeing to the modified provisions.
The Digital Dollar Network, Inc., BVI Company #2082730, is incorporated under the laws of the British Virgin Islands.
The Company is a commercial entity proceeding to the Digital Dollar Token Sale for the sole purpose of developing and financing its commercial activity and to execute its vision in strict compliance with its company purpose. Please note that the Company is not acting as a financial entity or as an asset manager in the framework of the Digital Dollar Token Sale. Any contributions collected through the Digital Dollar Token Sale will be only used for the purpose of developing and financing the commercial activities of the Company in connection to the Digital Dollar Network Ecosystem, as defined in the White Paper.
This document does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the Digital Dollar Tokens.
The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this document, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting therefrom.
By purchasing the Digital Dollar Token during the Token Sale, Buyer will be bound by this Agreement and any terms incorporated by reference.
RESTRICTIONS: Participants cannot purchase the Digital Dollar Tokens if there are applicable legal restrictions in their country of residence. Participants may be restricted by their jurisdictions from participating in the token sales. The website https://www.thedigitaldollarcoin.com (hereinafter the “Website”), and the Tokens are only intended for sale to participants who are lawfully offered the Tokens for sale. The Company does not offer the Tokens for sale to: (i) any citizens, residents, and/or entities of the Countries indicated in Section 2.3, (ii) any citizens, residents, and/or entities of territories where participation in the Token sales is forbidden, and (iii) citizens, residents, and/or entities from any UN sanctioned countries.
The Company does not accept any participants who is below the age of majority to enter into Agreements (at least 18 years of age). In order to participate in the Digital Dollar Token Sale, you should be a person who is at least the age of full legal capacity (in accordance with the requirements of the law of your jurisdiction).
THE PARTIES AGREE AS FOLLOWS:
BINDING AGREEMENT: The Buyer understands and agrees that the Buyer is subject to and bound by this Agreement by virtue of the Buyer’s purchase of the Digital Dollar Tokens and/or use them in connection with the websites https://thecryptogigs.com, https://thedigitaldollarcoin.com, and/or other platforms to be added in the future by the Digital Dollar Network, Inc. (hereinafter the "Digital Dollar Network Ecosystem").
Buyer acknowledges and agrees that this Agreement to purchase cannot be withdrawn, terminated, or revoked. This Agreement to purchase shall be binding on the heirs, executors, administrators, and/or successors of the Buyer. This Agreement to purchase is not transferable or assignable by Buyer, except as expressly provided in the terms and conditions of this Agreement.
If Buyer is using Services on behalf of any entity, Buyer acknowledges this Agreement on such entity’s behalf and that Buyer has the authorization to make such acknowledgement on behalf of such entity.
Buyer agrees and understands that Buyer is purchasing Digital Dollar Tokens during the Token Sale for his/her or the entity's own personal use and utility and to participate on the Digital Dollar Network Ecosystem and NOT for investment or financial purposes. Buyer agrees and understands that the Tokens are not a security or a cryptocurrency and acknowledge that the Tokens may lose all value.
The content of the website or websites accessible from hyperlinks on the Website, do not form an integral part of this Agreement.
PURPOSE AND USE OF THE DIGITAL DOLLAR TOKENS
The Digital Dollar Tokens will be utilized on the following platforms:
(i) thecryptogigs.com (Cryptogigs Non-Blockchain Platform),
(ii) Cryptogigs Blockchain Platform,
(iii) Cryptogigs Decentralized App, and/or
(iv) Cryptogigs Android and iOS App, (hereinafter the "Cryptogigs Platforms");
(v) thedigitaldollarcoin.com; and
(vi) other platforms to be added in the future by the Digital Dollar Network, Inc. (hereinafter “Future Platforms”).
PURPOSE AND USE OF THE DIGITAL DOLLAR TOKENS ON THE CRYPTOGIGS PLATFORM
1. Cryptogigs, Inc. (hereinafter the “Cryptogigs Company” will be developing the following:
(i) thecryptogigs.com (Cryptogigs Non-Blockchain Platform,
(ii) Cryptogigs Web3 Platform,
(iii) Cryptogigs Decentralized app, and/or
(iv) Cryptogigs Android and iOS app,
(hereinafter the "Cryptogigs Platforms"). The Cryptogigs Platforms will offer users the ability to conduct transactions on the platforms using Digital Dollar Tokens, decentralized ERC-20 tokens that the Company is selling in the Token Sale. As discussed further in the White Paper, the Digital Dollar Tokens are the digital utilities that power and incentivize the Digital Dollar Network Ecosystem (the “Digital Dollar Network Ecosystem”) and provide users the ability to pay for Products or Services within the Cryptogigs Platforms.
COLLABORATION WITH CRYPTOGIGS PLATFORMS. Digital Dollar Network, Inc. will be collaborating with Cryptogigs, Inc., merging its technology with the Cryptogigs Platforms. The Digital Dollar Tokens will be used as a payment method on the Cryptogigs Platforms, subject to a User accepting the then Terms and Conditions of use of the Cryptogigs Platforms.
The website https://thecryptogigs.com is owned and maintained by Cryptogigs, Inc. Cryptogigs, Inc. is incorporated under the laws of the Wyoming.
The purpose of the Digital Dollar Tokens is to utilize the capabilities of the Cryptogigs Platforms in the manner described in the White Paper (the “Services”).
ACKNOWLEDGEMENT WITH CRYPTOGIGS, INC. The Buyer acknowledges and agrees that the Digital Dollar Tokens will be used as utility tokens, as a digital means to use the Products or Services at Cryptogigs Platforms. The Digital Dollar Tokens are intended for use as a form of payment for the Products and/or Services within the Cryptogigs Platforms. The Buyer acknowledges and agrees that Digital Dollar Tokens are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be commodity or any other kind of financial instrument, do not represent any share, stake, security, ownership, or equivalent rights, or any future rights or revenue shares to receive them, and do not represent any ownership rights or intellectual property rights to the Cryptogigs Platforms where Digital Dollar Tokens will be used.
The Buyer acknowledges, understands, agrees, and accepts that the Digital Dollar Tokens DO NOT represent, constitute or confer:
(i) Any ownership right or stake, share, equity, security, bond, debt instrument, or any other financial instrument or investment or investment carrying equivalent rights to the Cryptogigs, Inc., together with its parent company, subsidiaries, and/or affiliates; and
(ii) any right to receive future revenues, shares, intellectual property rights or any other form of participation or governance rights from, in, or relating to Cryptogigs, Inc., together with its parent company, subsidiaries, and/or affiliates, other than the ability to use the Digital Dollar Tokens in connection with the Products and/or Services in the Cryptogigs Platforms, subject to these Terms.
Further, the Buyer understands and agrees that upon purchasing the Digital Dollar Tokens, Buyer will NOT have any rights in, shares, security, ownership, or any such other rights or future rights or revenue shares to receive them, and do not represent any ownership rights or intellectual property rights to Cryptogigs, Inc., together with its parent company, subsidiaries, and/or affiliates.
ACKNOWLEDGEMENT WITH DIGITAL DOLLAR NETWORK, INC. The Buyer acknowledges and agrees that the Digital Dollar Tokens will be used as utility tokens, as a digital means to use the Products or Services at the Digital Dollar Network Ecosystem. The Digital Dollar Tokens are intended for use as a form of payment for the Products and/or Services within the Digital Dollar Network Ecosystem. The Buyer acknowledges and agrees that Digital Dollar Tokens are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be commodity or any other kind of financial instrument, do not represent any share, stake, security, ownership, or equivalent rights, or any future rights or revenue shares to receive them, and do not represent any ownership rights or intellectual property rights to the Digital Dollar Network Ecosystem where Digital Dollar Tokens will be used.
The Buyer acknowledges, understands, agrees, and accepts that the Digital Dollar Tokens DO NOT represent, constitute or confer:
(i) Any ownership right or stake, share, equity, security, bond, debt instrument, or any other financial instrument or investment or investment carrying equivalent rights to the Digital Dollar Network, together with its parent company, subsidiaries, and/or affiliates; and
(ii) any right to receive future revenues, shares, intellectual property rights or any other form of participation or governance rights from, in, or relating to Digital Dollar Network, Inc., together with its parent company, subsidiaries, and/or affiliates, other than the ability to use the Digital Dollar Tokens in connection with the Products and/or Services in the Digital Dollar Network Ecosystem, subject to these Terms.
Further, the Buyer understands and agrees that upon purchasing the Digital Dollar Tokens, Buyer will NOT have any rights in, shares, security, ownership, or any such other rights or future rights or revenue shares to receive them, and do not represent any ownership rights or intellectual property rights to Digital Dollar Network, Inc., together with its parent company, subsidiaries, and/or affiliates.
The Digital Dollar Tokens may have no value outside of the Cryptogigs Platforms, the Digital Dollar Network Ecosystem, or the Future Platforms.
PURPOSE AND USE OF TOKENS
In purchasing the Digital Dollar Tokens, the Buyer acknowledges and agrees that he, she, or the entity fully understands that some of the Products and/or Services are still in the development stage and are not yet available. The Buyer acknowledges and agrees that he/she or the entity fully understands that the services supplied for the use of the Digital Dollar Tokens form no part of this Agreement and are still in the development stage.
Digital Dollar Network, Inc. makes no warranties of title or implied warranties of merchantability of fitness for a particular use with respect to the Digital Dollar Tokens or their functionality, features, purpose, or attributes in connection with the Cryptogigs Platforms or the Digital Dollar Network Ecosystem. As a result, Buyer may never receive delivery of the Tokens, and Buyer may lose the entire amount of the payment Buyer makes to the Company.
Buyer agrees and certifies that Buyer is purchasing Digital Dollar Tokens during the Token Sale period for his, her, or the entity's own personal use and utility, and to make use of the Digital Dollar Network Ecosystem or Cryptogigs Platforms and not for investment, or financial purposes. Buyer agrees that the Tokens have no current or anticipated future value outside of their utility on the Digital Dollar Network Ecosystem, Cryptogigs Platforms, or Future Platforms. Digital Dollar Tokens are digital cryptographic tokens to be used on the Digital Dollar Network Ecosystem, Cryptogigs Platforms, and/or Future Platforms. Buyer acknowledges and understands that:
(i) Digital Dollar Tokens are not intended to be investments, currencies, securities, commodities, swaps on a currency, security or commodity or a financial asset or instrument of any kind,
(ii) purchases and sales of Digital Dollar Tokens are not subject to the protections of any laws governing those types of financial instruments, and
(iii) 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 currency, a security, commodity, or a swap on either a security or commodity or a financial asset or instrument of any kind.
By entering into this Agreement, Buyer affirms that Buyer understands any and all concepts described in the documents to his/her or the entity's satisfaction and affirms that Buyer also agrees to the Terms and Policies of the Digital Network Ecosystem and the Cryptogigs Platforms.
PURCHASE DIGITAL DOLLAR TOKENS
Digital Dollar Tokens can be purchased at our website https://thedigitaldollarcoin.com. Sale at the Third Party Exchanges will follow at a later date.
Digital Dollar Network, Inc. is not responsible for any delays, losses, costs, non-delivery of refunds or of Digital Dollar Tokens, or other issues arising from Buyer failing to provide a Metamask or MyEtherWallet Token Receipt Address or providing an inaccurate or incomplete Token Receipt Address to our website or the Third Party Exchanges.
Persons or entities from the Countries who buy Digital Dollar Tokens are under their own responsibility and shall NOT hold Digital Dollar Network, Inc., together with its parent company, subsidiaries, and/or affiliates, accountable for any damages.
Persons or entities from the Countries who buy Digital Dollar Tokens are under their own responsibility and shall NOT hold Cryptogigs, Inc., together with its parent company, subsidiaries, and/or affiliates, accountable for any damages.
Buyer must also have a wallet or other storage mechanism (“Wallet”) that supports the ERC-20 token standard such as Metamask or MyEtherWallet in order to receive any Digital Dollar Tokens Buyer purchases from our website and provide the address for Buyer's Wallet (the “Token Receipt Address”).
If purchasing from a Third Party Exchange, Buyer must have a wallet or other storage mechanism (“Wallet”) that supports the ERC-20 token standard in order to receive any Digital Dollar Tokens Buyer purchases from the Third Party Exchange and provide the address for Buyer's Wallet (the “Token Receipt Address”).
THIRD PARTY PAYMENT PROCESSOR
Since Buyer will be purchasing the Digital Dollar Tokens at our website using a Third Party payment processor, Buyer understands and agrees that Digital Dollar Network, Inc. is not responsible for any loss of funds related to the use of a Third Party payment processor. To the extent that any third party website, service, or smart-contract offers to receive payments and issue Digital Dollar Tokens or facilitates the allocation or transfer of Tokens in any way during the Sale Period, such third-party websites or services are, unless expressly set forth in these Token Purchase Agreement, not authorized by the Digital Dollar Network, Inc. Such third parties do not have any legal or commercial relationship in any way with the Company.
PROHIBITED PERSONS & ENTITIES. NO BUYERS WHO ARE RESIDENTS, CITIZENS, OR ENTITIES OF CERTAIN COUNTRIES:
The Digital Dollar Tokens are not being offered or distributed to citizens, residents, or entities of the United States or its territories, Afghanistan, Albania, Algeria, Bahrain, Bangladesh, Bolivia, Bosnia & Herzegovina, British Virgin Islands, Burundi, Central African Republic, China, Côte d’Ivoire, Cuba, Democratic Republic of Congo, Egypt, Ethiopia, Guinea, Guinea-Bissau, Guyana, Iceland, Indonesia, Iran, Iraq, Liberia, Libya, Macau, Malta, Morocco, Myanmar, Namibia, Nepal, Nigeria, North Korea, Qatar, Saudi Arabia, Serbia, Singapore, Somalia, South Sudan, Sri Lanka, Syria, Thailand, Trinidad & Tobago, Tunisia, U.A.E., Uganda, Vanuatu, Venezuela, Vietnam, Yemen, and/or Zimbabwe (hereinafter the “Countries”). If you are citizen, resident, or an entity, including, without limitation, any corporation or partnership created or organized in or under the laws of either of the Countries, do not purchase or attempt to purchase the Digital Dollar Tokens.
The Digital Dollar Tokens are NOT offered or distributed to any citizens, residents, and/or entities of territories where participation in the token sales is forbidden.
The Digital Dollar Tokens are NOT offered or distributed to any citizens, residents, and/or entities from any UN sanctioned countries.
BY PURCHASING THE DIGITAL DOLLAR TOKEN THE BUYER CONFIRMS AND GUARANTEES THAT HE, SHE, OR THE ENTITY IS NOT:
(i) a citizen, resident (fiscal resident or other resident), or entity of the United States or its territories, Afghanistan, Albania, Algeria, Bahrain, Bangladesh, Bolivia, Bosnia & Herzegovina, British Virgin Islands, Burundi, Central African Republic, China, Côte d’Ivoire, Cuba, Democratic Republic of Congo, Egypt, Ethiopia, Guinea, Guinea-Bissau, Guyana, Iceland, Indonesia, Iran, Iraq, Liberia, Libya, Macau, Malta, Morocco, Myanmar, Namibia, Nepal, Nigeria, North Korea, Qatar, Saudi Arabia, Serbia, Singapore, Somalia, South Sudan, Sri Lanka, Syria, Thailand, Trinidad & Tobago, Tunisia, U.A.E., Uganda, Vanuatu, Venezuela, Vietnam, Yemen, and/or Zimbabwe;
(ii) a citizen, resident (fiscal resident or other resident), or entity of any country or territory where participation/holding of ICO, operations with the digital tokens and/or digital currency (cryptocurrency) are forbidden or in any way limited by the applicable rules of law; and
(iii) if interaction with the Buyer's country of residence violates international law.
THE BUYER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT:
(i) Purchases of the Digital Dollar Tokens are NON-REFUNDABLE and cannot be cancelled. The Buyer may lose all amounts paid.
(ii) Individuals or entities who purchase earlier than you may receive more Digital Dollar Tokens for the same amount paid.
(iii) The purchase and receipt of the Digital Dollar Tokens may have tax consequences for the Buyer. (a) The purchase price that Buyer pays for the Digital Dollar Tokens is exclusive of all applicable taxes. Buyer is solely responsible for determining what, if any, taxes apply to Buyer's purchase of Digital Dollar Tokens, including, for example, sales, use, value added, and similar taxes. It is also Buyer's responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Digital Dollar Network, Inc. is not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from Buyer's purchase of the Tokens. Buyer agrees not to hold the creator of the Token, the Digital Dollar Network, Inc. and its subsidiaries and affiliates, or the Cyptogigs Interational, Inc. and its subsidiaries and affiliates liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Digital Dollar Tokens, or any other action or transaction related to Cryptogigs Platforms or the Digital Dollar Network Ecosystem; (b) The Buyer is solely responsible for the Buyer’s compliance with the Buyer’s tax obligations; and (c) The Company bears no liability or responsibility with respect to any tax consequences to the Buyer.
(iv) The Company reserves the right to refuse or cancel the Digital Dollar Token purchase requests at any time in its own discretion.
The Buyer has carefully read all Risks set forth in Section 7 and agrees to undertake all these Risks.
INTELLECTUAL PROPERTY
(i) Buyer acknowledges and agrees that Digital Dollar Network, Inc. retains all right, title and interest in all of the Company’s intellectual property (the “Company IP”) contained in the Digital Dollar Tokens, including, without limitation, inventions, ideas, concepts, code, computer programs, designs, discoveries, processes, marks, methods, software, source code, compositions, formulae, techniques, knowhow, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer agrees not to use, reverse engineer, modify, or alter any of the Company’s intellectual property for any reason without the Company’s prior written consent. Buyer may not use any of the Company IP for any reason, except with our express, prior, written consent which may be revoked by Company, and Buyer is not entitled, for any purpose, to any of the Company IP. Company shall at all times retain ownership, including all rights, title, and interests in and to the Company IP. Buyer understands and accepts that by contributing fiat currency or cryptocurrency for the purchase of Digital Dollar Tokens pursuant to these Terms, Buyer shall not: (a) Acquire or otherwise be entitled to any Company IP; (b) Make a claim in respect of any Company IP or any other equivalent rights; or (c) Use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company IP, except with our prior written consent.
(ii) Buyer acknowledges and agrees that the Cryptogigs, Inc. retains all right, title and interest in all of the Cryptogigs Platforms' intellectual property (hereinafter the “Cryptogigs IP”) contained in the Cryptogigs Platforms, including, without limitation, inventions, ideas, concepts, code, computer programs, database, designs, discoveries, processes, marks, methods, software, source code, compositions, formulae, techniques, knowhow, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer agrees not to use, reverse engineer, modify, or alter any of the Cryptogigs Company’s intellectual property for any reason without the Cryptogigs Company’s prior written consent. Buyer may not use any of the Cryptogigs IP for any reason, except with our express, prior, written consent which may be revoked by Cryptogigs Company, and Buyer is not entitled, for any purpose, to any of the Cryptogigs IP. Cryptogigs Company shall at all times retain ownership, including all rights, title, and interests in and to the Cryptogigs IP. Buyer understands and accepts that by contributing fiat currency or cryptocurrency for the purchase of Digital Dollar Tokens to be used within the Cryptogigs Platforms pursuant to these Terms, Buyer shall not: (a) Acquire or otherwise be entitled to any Cryptogigs IP; (b) Make a claim in respect of any Cryptogigs IP or any other equivalent rights; or (c) Use, attempt to use, copy, imitate or modify (whether in whole or in part) any Cryptogigs IP, except with Cryptogigs Company's prior written consent.
By using the websites https://thecryptogigs.com and/or https://thedigitaldollarcoin.com, (hereinafter the "websites") and/or purchasing the Digital Dollar Token, Buyer agrees to these terms in their entirety. It is understood and presumed that by the facts of use of the websites and/or purchase of the Digital Dollar Token, the Buyer has fully read, understood, and irrevocably accepted these terms.
If any Buyer does not agree with these Terms in general or any part of it, such person should entirely withhold from accessing or using the websites and/or purchasing the Digital Dollar Token. If you do not agree to all of these Terms, do not access or use the websites or any information, link or content contained on the websites and do not participate in the Digital Dollar Token Sale. Buyer's purchase of Digital Dollar Token or access to and use of the websites, links or contents contained on the websites constitute Buyer's acceptance of and agreement to abide by each and every rule and provision of this Agreement.
BUYER ALSO ACKNOWLEDGES, UNDERSTANDS, AND AGREES TO THE FOLLOWING TERMS:
SECTION 1:
ACCEPTANCE OF AGREEMENT AND PURCHASE OF THE DIGITAL DOLLAR TOKENS
1.1 This Agreement shall be effective and binding on the Parties when the Buyer: (i) visits the Cryptogigs Platforms website https://thecryptogigs.com to indicate that the Buyer has read, understood and agreed to the terms of this Agreement; (ii) visits the official Digital Dollar Network website https://thedigitaldollarcoin.com to indicate that the Buyer has read, understood and agreed to the terms of this Agreement; or, if earlier (iii) upon the Digital Dollar Network Inc.'s receipt of payment from the Buyer through any of the authorized Third Party payment services, the Buyer agrees to be bound on this basis, and confirms that the Buyer has read in full and understood this Agreement and the terms on which the Buyer is bound.
1.2 OTHER AGREEMENTS WITH BUYER
The Digital Dollar Network Inc. can govern the relationship with Buyer by concluding supplementary agreements, in particular the Cookies Policy, Legal Disclaimer for White Paper, Privacy Policy, Terms & Conditions, Token Purchase Agreement, Trademark Notices, and White Paper. Specified agreements may be amended occasionally, the relevant version of specified agreements Buyer will find on our Website located at https://thedigitaldollarcoin.com which are hereby incorporated by reference. The Buyer has read, understood and agreed to those terms.
1.3 WHITE PAPER
The Digital Dollar Network Inc. has prepared the White Paper, which is available at https://thedigitaldollarcoin.com/whitepaper describing matters relating to the Digital Dollar Network project. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. The Buyer has read and understood the White Paper and its contents.
1.4 THE DIGITAL DOLLAR TOKENS
(i) The Digital Dollar Tokens are utility tokens.
(ii) Purpose: The purchase of the Digital Dollar Tokens will allow the opportunity to the Buyer to receive Products and Services in, and use, the Cryptogigs Platforms or the Digital Dollar Network Ecosystem at a future point in time. Although the Digital Dollar Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
(iii) Use of Proceeds From Token Sale: The Buyer acknowledges and understands that the proceeds from the sale of Digital Dollar Tokens will be utilized by Digital Dollar Network Inc. in its sole discretion.
1.5 MIGRATION OF DIGITAL DOLLAR TOKENS TO NEW PROTOCOL
(i) The Digital Dollar Network Inc. reserves the right to migrate the Digital Dollar Tokens (the “Pre-existing Digital Dollar Tokens”) from the Ethereum protocol to a future protocol, that may or may not currently exist, for any reason. Further, the Company may generate new Digital Dollar Tokens on the future protocol and make them available to the holders of Pre-existing Digital Dollar Tokens (the “Replacement Digital Dollar Tokens”) should the Company determine, in its sole discretion, that doing so is necessary or useful to the operation of the Cryptogigs Platform or the Digital Dollar Network Ecosystem.
(ii) Should Digital Dollar Network Inc. decide to migrate the Digital Dollar Tokens, it may no longer provide support for the Pre-existing Digital Dollar Tokens relating to the Cryptogigs Platforms or the Digital Dollar Network Ecosystem, the Services, or any other operational matters, except with respect to the migration process. Although the Company does not at this time anticipate that it will require any Pre-existing Token holders to convert their Pre-existing Digital Dollar Tokens to Replacement Digital Dollar Tokens, the Company anticipates there will be significant incentives for Pre-existing Token holders to do so, since the practical utility of Pre-existing Digital Dollar Tokens will likely diminish rapidly once the Replacement Digital Dollar Tokens are created and in use by a significant portion of Cryptogigs Platforms users. Accordingly, by entering into this Agreement, you acknowledge and agree that in order for you to continue to make use of the Cryptogigs Platforms or the Digital Dollar Network Ecosystem or obtain utility from the Digital Dollar Tokens, you may need to convert the Digital Dollar Tokens you purchase during the Token Sale Period to Replacement Digital Dollar Tokens in the future.
(iii) Should Digital Dollar Network Inc. decide to migrate the Digital Dollar Tokens, it will notify you by means of the Website. Buyer is solely responsible for regularly checking for updates on the Website or other channels the Company makes available.
SECTION 2:
THE DIGITAL DOLLAR TOKEN DISTRIBUTION
2.1 The Digital Dollar Network governance token is the symbol eDOL, with a total of 888 billion. The Digital Dollar ERC-20 token contract is available to view here https://etherscan.io/address/0xb76426b795bc1e1bf89b5d1f087e741f22660003#code and the contract address is: 0xb76426b795bc1e1bf89b5d1f087e741f22660003
2.2 Digital Dollar Network Inc. intends to allocate and distribute the Digital Dollar Tokens accordingly:
2.2.1 Public Sale - 124,320,000,000 (14%)
2.2.2 Ecosystem Development & Operations - 222,000,000,000 (25%)
2.2.3 Operational Reserves - 222,000,000,000 (25%)
2.2.4 Founder & Development Team - 213,120,000,000 (24%)
2.2.5 Strategic Partnerships - 71,040,000,000 (8%)
2.2.6 Research & Development - 17,760,000,000 (2%)
2.2.7 Marketing - 17,760,000,000 (2%)
2.2.1 Public Sale. Digital Dollar Network Inc. intends to allocate and distribute the Digital Dollar Tokens in accordance with the material specifications as set forth in the White Paper which includes details regarding pricing of the Token Distribution and the amount of the Tokens that will be distributed. During the distribution period Company will provide specific procedures on how the Buyer should purchase the Digital Dollar Tokens from the Company Website. By purchasing the Digital Dollar Tokens, the Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the Third Party payment services and follow the Third Party payment services procedures may result in no receiving any Digital Dollar Tokens by the Buyer. Any Buyer of the Digital Dollar Tokens may lose some or all of the amounts paid for the Tokens. The access or use of the Distribution Contract and/or the receipt or purchase of the Digital Dollar Tokens through any other means are not sanctioned or agreed to in any way by the Company.
2.2.2 Ecosystem Development & Operations. (i) Ecosystem Development & Operations - Funds will be allocated for the further development and operations of the Cryptogigs Platforms, Digital Dollar Network Ecosystem, and/or the addition of other platforms in the future. (ii) Infrastructure & Hosting - This includes hardware, software, networking, data management, and facilities used to develop, test, deliver, monitor, maintain, control, or support the Cryptogigs Platforms, Digital Dollar Network Ecosystem, and/or other Future Platforms. (iii) Security - This includes designing suitable organizational and technical measures to guarantee the availability, integrity and confidentiality of the Cryptogigs Platforms, Digital Dollar Network Ecosystem, and/or other Future Platforms data. Implementing security mechanisms in order to prevent security breaches. In managing security incidents, identifying and fighting intrusions and attacks in order to minimize damages incurred due to security breaches. (iv) Legal - This includes establishing a legal team that would serve the Company's needs.
2.2.3 Operational Reserves. 25% of the Digital Dollar Tokens are allocated for unplanned expenditures that we could not foresee in advance.
2.2.4 Founder & Development Team. 20% of the Digital Dollar Tokens will be allocated to the founder and core team while 4% will be allocated to the future development team. New teammates will be subject to a new vesting schedule and may receive their Digital Dollar Tokens as token options.
2.2.5 Strategic Partnerships. 8% of the Digital Dollar Tokens are allocated for Strategic Partnerships. Digital Dollar Network, Inc. will form strategic partnerships with other companies to improve and/or expand the Digital Dollar Network Ecosystem.
2.2.6 Research & Development. 2% of the Digital Dollar Tokens are allocated for Research & Development. Digital Dollar Network, Inc. through its collaboration with Cryptogigs, Inc. will work to improve Cryptogigs Platforms by obtaining new knowledge in order to create new technology, products, services, or systems.
2.2.7 Marketing. 2% of the Digital Dollar Tokens are allocated for Marketing. This includes marketing the Digital Dollar Network Ecosystem and building awareness and positioning the Company's brands.
2.3 Persons or Entities Prohibited From Purchasing Digital Dollar Tokens.
(i) The Digital Dollar Tokens are NOT being offered to citizens, residents, or entities of the United States or its territories, Afghanistan, Albania, Algeria, Bahrain, Bangladesh, Bolivia, Bosnia & Herzegovina, British Virgin Islands, Burundi, Central African Republic, China, Côte d’Ivoire, Cuba, Democratic Republic of Congo, Egypt, Ethiopia, Guinea, Guinea-Bissau, Guyana, Iceland, Indonesia, Iran, Iraq, Liberia, Libya, Macau, Malta, Morocco, Myanmar, Namibia, Nepal, Nigeria, North Korea, Qatar, Saudi Arabia, Serbia, Singapore, Somalia, South Sudan, Sri Lanka, Syria, Thailand, Trinidad & Tobago, Tunisia, U.A.E., Uganda, Vanuatu, Venezuela, Vietnam, Yemen, and/or Zimbabwe (the "Countries").
(ii) Citizens, residents, or entities of the Countries are strictly prohibited and restricted from using the Distribution Contract and/or purchasing the Digital Dollar Tokens.
(iii) Digital Dollar Network, Inc. is not soliciting purchases by citizens, residents, or entities of the Countries in any way. If citizens, residents, or entities of the Countries use the Distribution Contract and/or purchase the Digital Dollar Tokens, such persons or entities has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis. The Company is not bound by this Agreement. If this Agreement has been entered into by the citizen, resident, or entity of the Countries as the Buyer or the Buyer has entered into this Agreement or has purchased the Digital Dollar Tokens on behalf of an entity of the Countries, the Company may take all the necessary and appropriate actions, in its own discretion, to invalidate this Agreement, including referral of information to the appropriate authorities.
(iv) The Digital Dollar Tokens are also not offered or distributed to any citizens, residents (fiscal residents or other residents), or entities of territories where participation in the token sales is forbidden and citizens, residents (fiscal residents or other residents), or entities from any UN sanctioned countries.
2.4 The Buyer understands and consents to the participation of the Digital Dollar Network, Inc.'s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of the Digital Dollar Tokens, including people who may work on the development and implementation of the Cryptogigs Platforms, the Digital Dollar Network Ecosystem, or who may work for the Company's future businesses which the Company may establish with a portion of the proceeds from the Digital Dollar Token distribution. The Company shall create a Separate Agreement for such persons. All such persons will be bound by that Separate Agreement but NOT be bound by this Agreement.
2.5 No Representations or Warranties. The Digital Dollar Tokens will be distributed to Buyers thereof pursuant to the Distribution Contract. Digital Dollar Network, Inc. makes no representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Digital Dollar Tokens or their utility, or the ability of anyone to purchase or use the Digital Dollar Tokens. Without limiting the foregoing, the Company does not represent or warrant that the process of purchasing and/or receiving the Digital Dollar Tokens will be uninterrupted or error-free or that the Digital Dollar Tokens are reliable and error-free. As a result, the Buyer acknowledges and understands that the Buyer may never receive the Digital Dollar Tokens and may lose the entire amount the Buyer paid to the Company. The Buyer shall provide an accurate digital wallet address to the the Company Website for receipt of any Digital Dollar Tokens distributed to the Buyer.
2.6 No Protection of Any Laws Governing Sale of Financial Instruments. The sale of the Digital Dollar Tokens and the Digital Dollar Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and sales of the Digital Dollar Tokens 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.
2.7 Not An Investment. The Buyer should not participate in the Digital Dollar Token distribution or purchase the Digital Dollar Tokens for investment purposes. The Digital Dollar Tokens are NOT designed for investment purposes and should NOT be considered as a type of investment. The Buyer acknowledges, understands and agrees that the Digital Dollar Tokens are equivalent of the permission to use the Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem and the Company does not make any guarantee, representation or warranty that: (i) the Digital Dollar Network Ecosystem project will remain in the same or similar form as described in the White Paper; (ii) the Cryptogigs Platforms project will remain in the same or similar form as described in the White Paper; and (iii) the Digital Dollar Tokens will have the same or similar use and function for purposes of the Cryptogigs Platforms or the Digital Dollar Network Ecosystem as described in the White Paper.
2.8 Purpose of Purchase of the Digital Dollar Tokens. The Buyer acknowledges and agrees that the Buyer is not purchasing the Digital Dollar Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes, but rather as the permission (the right to participate) in the Cryptogigs Platforms and/or Digital Dollar Network Ecosystem.
2.9 No Guarantee to Launch The Cryptogigs Platforms. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Digital Dollar Network, Inc. or Cryptogigs, Inc. that: (i) the Cryptogigs Platforms will ever be adopted; (ii) the Cryptogigs Platforms will be adopted as developed by Cryptogigs Company and not in a different or modified form; (iii) a smart contract utilizing or adopting the Cryptogigs Platforms will ever be launched.
SECTION 3:
3.1 NO CLAIM, LOAN OR OWNERSHIP INTEREST IN DIGITAL DOLLAR NETWORK, INC.
3.1.1 The purchase of the Digital Dollar Tokens: (i) does not provide the Buyer with rights of any form with respect to Digital Dollar Network, Inc. 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; (ii) is not a loan to the Company; and (iii) does not provide the Buyer with any ownership or other interest in the Company;
3.1.2 Digital Dollar Network, Inc. retains all right, title and interest in all of the Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, computer programs, data, database, discoveries, processes, marks, methods, software, source code, compositions, formulae, techniques, and information, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Buyer may not use any of the Company’s intellectual property for any reason without the Company’s prior written consent, except as otherwise provided under a separate License Agreement.
3.2 NO CLAIM, LOAN OR OWNERSHIP INTEREST IN CRYPTOGIGS, INC.
3.2.1 The use of the Digital Dollar Tokens: (i) does not provide the Buyer with rights of any form with respect to Cryptogigs, Inc. 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; (ii) is not a loan to Cryptogigs Company; and (iii) does not provide the Buyer with any ownership or other interest in Cryptogigs Company;
3.2.2 Cryptogigs, Inc. retains all right, title and interest in all of Cryptogigs Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, computer programs, data, database, discoveries, processes, marks, methods, software, source code, compositions, formulae, techniques, and information, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Buyer may not use any of Cryptogigs Company’s intellectual property for any reason without Cryptogigs Company’s prior written consent, except as otherwise provided under a separate License Agreement.
SECTION 4:
SECURITY AND DATA PRIVACY
4.1 The Buyer will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with the Buyer and utilized in connection with the Buyer’s purchase of the Digital Dollar Tokens; (ii) private keys to the Buyer’s wallet or account. Buyer is responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanisms Buyer uses to receive and hold Digital Dollar Tokens Buyer purchases from the Company Website, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If Buyer's private key(s) or other access credentials are lost, Buyer may lose access to the Digital Dollar Tokens. Digital Dollar Network, Inc. is not responsible for any such losses; and (iii) any other username, passwords or other login or identifying credentials. In the event that the Buyer is no longer in possession of the Buyer’s private keys or any device associated with the Buyer’s account or is not able to provide the Buyer’s login or identifying credentials, the Buyer may lose all of the Buyer’s Digital Dollar Tokens and/or access to the Buyer’s account. The Company is under no obligation to recover any Digital Dollar Tokens and the Buyer acknowledges, understands and agrees that all purchases of the Digital Dollar Tokens are non-refundable and the Buyer will not receive any compensation for any Digital Dollar Tokens purchased.
SECTION 5:
REPRESENTATIONS AND WARRANTIES OF THE BUYER
5.1 The Buyer has all requisite power and authority to execute and deliver this Agreement, to use the Distribution Contract and purchase the Digital Dollar Tokens, and to carry out and perform its obligations under this Agreement: (i) If an individual, the Buyer is at least 18 years old and of sufficient legal age and capacity to purchase the Digital Dollar Tokens and (ii) If a legal entity, the Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.The Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
5.2 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: (i) any provision of the Buyer’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which the Buyer is a party, by which it is bound, or to which any of its material assets are subject; (iii) any material agreement, obligation, duty or commitment to which the Buyer is a party or by which it is bound; and (iv) any laws, regulations or rules applicable to the Buyer.
5.3 The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than the Buyer.
5.4 The 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), blockchainbased software systems and blockchain technology, to be able to evaluate the risks and merits of the Buyer’s purchase of the Digital Dollar Tokens, 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 the Digital Dollar Tokens, and liability to the Company and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. The Buyer has obtained sufficient information in order to make an informed decision to purchase the Digital Dollar Tokens. Buyer is not relying on Digital Dollar Network, Inc. or any of its owners, directors, officers, counsel, employees, agents or representatives for legal, investment or tax advice. Buyer represents that to the extent that Buyer has any questions with respect to the purchase of the Digital Dollar Tokens, Buyer has sought professional advice. Buyer has sought independent legal, investment and tax advice to the extent that Buyer has deemed necessary or appropriate in connection with Buyer's decision to purchase the Digital Dollar Tokens described herein.
5.5 Buyer, in making the decision to purchase the Digital Dollar Tokens, has relied upon an independent investigation of Digital Dollar Network, Inc. and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its owners, directors, officers, employees, agents, or any other representatives of the Company, other than as expressly set forth in this Agreement.
5.6 The funds, including any fiat, cryptocurrency, or virtual currency the Buyer uses to purchase the Digital Dollar Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and the Buyer will not use the Digital Dollar Tokens to finance, engage in, or otherwise support any unlawful activities.
5.7 All payments by the Buyer under this Agreement will be made only in the 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.
5.8 To the extent required by applicable law, the Buyer complies with all anti-money laundering and counter-terrorism financing requirements.
5.9 Neither the Buyer, nor any person having a direct or indirect beneficial interest in the Buyer or the Digital Dollar Tokens being acquired by the Buyer, or any person for whom the Buyer is acting as agent or nominee in connection with the Digital Dollar Tokens, is the subject of sanctions administered or enforced by any country or government (hereinafter “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
5.10 By transacting in Digital Dollar Tokens and accessing the authorized Third Party payment services, Buyer further agrees that all payments or other transfer of value to Digital Dollar Network, Inc. by Buyer will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that does not appear on the list of boycotted countries published by the U.S. Department of Treasury pursuant to § 999(a)(3) of the Internal Revenue Code as in effect at the time of the payment or other transfer of value.
5.11 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of United States or its territories as indicated in Section 2.3.
5.12 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Afghanistan as indicated in Section 2.3.
5.13 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Albania as indicated in Section 2.3.
5.14 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Algeria as indicated in Section 2.3.
5.15 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Bahrain as indicated in Section 2.3.
5.16 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Bangladesh as indicated in Section 2.3.
5.17 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Bolivia as indicated in Section 2.3.
5.18 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Bosnia & Herzegovina as indicated in Section 2.3.
5.19 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of British Virgin Islands as indicated in Section 2.3.
5.20 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Burundi as indicated in Section 2.3.
5.21 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Central African Republic as indicated in Section 2.3.
5.22 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of China as indicated in Section 2.3.
5.23 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Côte d’Ivoire as indicated in Section 2.3.
5.24 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Cuba as indicated in Section 2.3.
5.25 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Democratic Republic of Congo as indicated in Section 2.3.
5.26 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Egypt as indicated in Section 2.3.
5.27 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Ethiopia as indicated in Section 2.3.
5.28 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Guinea as indicated in Section 2.3.
5.29 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Guinea-Bissau as indicated in Section 2.3.
5.31 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Guyana as indicated in Section 2.3.
5.31 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Iceland as indicated in Section 2.3.
5.32 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Iran as indicated in Section 2.3.
5.33 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Iraq as indicated in Section 2.3.
5.34 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Liberia as indicated in Section 2.3.
5.35 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Libya as indicated in Section 2.3.
5.36 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Macau as indicated in Section 2.3.
5.37 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Malta as indicated in Section 2.3.
5.38 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Morocco as indicated in Section 2.3.
5.39 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Myanmar as indicated in Section 2.3.
5.40 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Namibia as indicated in Section 2.3.
5.41 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Nepal as indicated in Section 2.3.
5.42 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Nigeria as indicated in Section 2.3.
5.43 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of North Korea as indicated in Section 2.3.
5.44 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Qatar as indicated in Section 2.3.
5.45 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Saudi Arabia as indicated in Section 2.3.
5.46 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Serbia as indicated in Section 2.3.
5.47 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Singapore as indicated in Section 2.3.
5.48 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Somalia as indicated in Section 2.3.
5.49 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of South Sudan as indicated in Section 2.3.
5.50 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Sri Lanka as indicated in Section 2.3.
5.52 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Syria as indicated in Section 2.3.
5.53 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Thailand as indicated in Section 2.3.
5.54 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Trinidad & Tobago as indicated in Section 2.3.
5.55 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Tunisia as indicated in Section 2.3.
5.56 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of U.A.E. as indicated in Section 2.3.
5.57 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Uganda as indicated in Section 2.3.
5.58 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Vanuatu as indicated in Section 2.3.
5.59 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Venezuela as indicated in Section 2.3.
5.60 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Vietnam as indicated in Section 2.3.
5.61 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Yemen as indicated in Section 2.3.
5.62 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident, or entity of Zimbabwe as indicated in Section 2.3.
5.63 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident (fiscal resident or other resident), or entity of territories where participation in the token sales is forbidden.
5.64 The Buyer confirms and guarantees to Digital Dollar Network, Inc. that Buyer is not a citizen, resident (fiscal resident or other resident), or entity from any UN sanctioned countries.
SECTION 6:
DISCLAIMERS
6.1 The Buyer expressly acknowledges, understands and agrees that the Buyer is using the Distribution Contract and purchasing the Digital Dollar Tokens at Buyer’s sole risk and that the Distribution Contract and the Digital Dollar Tokens 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 the Company and the Buyer shall rely on its own examination and investigation thereof.
6.2 Digital Dollar Network, Inc. does not make and expressly disclaims all representations and warranties, express, implied or statutory.
6.3 With respect to the Distribution Contract and the Digital Dollar Tokens, Digital Dollar Network, Inc. specifically does not represent or warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.
SECTION 7:
RISKS
THE DIGITAL DOLLAR TOKENS MAY HAVE NO VALUE. THE BUYER MAY LOSE ALL AMOUNTS PAID. THE BUYER HAS CAREFULLY VIEWED, ACKNOWLEDGES, UNDERSTANDS AND ASSUMES THE FOLLOWING RISKS, AS WELL AS ALL OTHER RISKS ASSOCIATED WITH THE DIGITAL DOLLAR TOKENS, ALL OF WHICH COULD RENDER THE TOKENS WORTHLESS OR OF LITTLE VALUE:
7.1 The Digital Dollar Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem. The Buyer understands and agrees that the Digital Dollar Tokens are designed only to be utilized within the Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem.
7.2 There are no guarantees as to the price of the Digital Dollar Tokens purchased by the Buyer and no guarantees that the price per the Digital Dollar Token determined each period by the market will be equal to or higher in the subsequent periods of the distribution period.
7.3 Digital Dollar Network, Inc. reserves the right to change the duration of the Digital Dollar Token distribution for any reason, including, without limitation, bugs in the Distribution Contract or the unavailability of the Website or other unforeseen procedural or security issues.
7.4 The Digital Dollar Tokens are be based on the Ethereum protocol while Cryptogigs Platforms and/or Digital Dollar Network Ecosystem may, in the future, be based on the Ethereum protocol. As such, any malfunction, unintended function, unexpected functioning of or attack on the Ethereum protocol may cause the Digital Dollar Tokens, the Cryptogigs Platforms, and/or Digital Dollar Network Ecosystem to malfunction or function in an unexpected or unintended manner. Ether, the native unit of account of the Ethereum protocol, may itself lose value in ways similar to the Digital Dollar Tokens, and also other ways.
7.5 Currently on the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. The Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time the Buyer expects and the Buyer may not receive the Digital Dollar Tokens the same day the Buyer sends ETH.
7.6 The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Due to possible congestion on the Ethereum network, the Buyer acknowledges and understands that Ethereum block producers may not include the Buyer’s transaction when the Buyer wants or the Buyer’s transaction may not be included at all.
7.7 The Buyer may be unable to sell or otherwise transact in the Digital Dollar Tokens at any time, or for the price the Buyer paid. By using the Distribution Contract or by purchasing the Digital Dollar Tokens, the Buyer acknowledges, understands and agrees that: (i) the Digital Dollar Tokens have no value away from Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem; (ii) there is no guarantee or representation of liquidity for the Digital Dollar Tokens; (iii) Digital Dollar Network, Inc. is not and shall not be responsible for or liable for the market value of the Digital Dollar Tokens, the transferability and/or liquidity of the Digital Dollar Tokens and/or the availability of any market for the Digital Dollar Tokens through Third Party Exchanges or otherwise.
7.8 The Digital Dollar Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Distribution Contract or the Digital Dollar Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, smurfing and spoofing. Furthermore, because the Ethereum network rests on open source software and Digital Dollar Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses that may negatively affect the Digital Dollar Tokens or result in the loss of the Buyer’s Digital Dollar Tokens, the loss of the Buyer’s ability to access or control the Buyer’s Digital Dollar Tokens or the loss of ETH in the Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of the Digital Dollar Tokens are not guaranteed any remedy, refund or compensation.
7.9 The Digital Dollar Tokens purchased by the Buyer may be held by the Buyer in the 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 the Buyer’s digital wallet or vault storing the Digital Dollar Tokens will result in loss of such Tokens, access to the Buyer’s Digital Dollar Token balance and/or any initial balances in blockchains created by the third parties. 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 the Buyer uses, may be able to dispose of Buyer’s Digital Dollar Tokens. Digital Dollar Network, Inc. is not responsible for any such losses.
7.10 Unlike bank accounts or accounts at some other financial institutions, Digital Dollar Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.
7.11 As with other decentralized cryptographic tokens based on the Ethereum blockchain, Digital Dollar Tokens are susceptible to attacks by miners in the course of validating Digital Dollar Tokens transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Cryptogigs Platforms and to the Digital Dollar Tokens, including, but not limited to, accurate execution and recording of transactions involving Digital Dollar Tokens.
7.12 The Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem and all of the matters set forth in the White Paper are new and untested. The Cryptogigs Platforms and/or Digital Dollar Network Ecosystem might not be capable of completion, implementation or adoption. It is possible that the Cryptogigs Platforms and/or Digital Dollar Network Ecosystem will never be workable.
7.13 The Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem will rely, in whole or partly, on its partners, affiliates, or third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those partners, affiliates, or third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Cryptogigs Platforms and/or the Digital Dollar Network Ecosystem.
7.14 Failure of the Buyer to map a public key to the Buyer’s account may result in third parties being unable to recognize the Buyer’s Token balance on the Ethereum blockchain.
7.15 If the Buyer sends ETH to the Distribution Contract from an exchange or an account that the Buyer does not control, pursuant to the Distribution Contract, the Digital Dollar Tokens will be allocated to the account that has sent ETH; therefore, the Buyer may never receive or be able to recover the Buyer’s Digital Dollar Tokens. Furthermore, if the Buyer chooses to maintain or hold the Digital Dollar Tokens through a cryptocurrency exchange or other third party, the Buyer’s Digital Dollar Tokens may be stolen or lost. By using the Distribution Contract and/or by purchasing the Digital Dollar Tokens, the Buyer acknowledges and agrees that the Buyer sends ETH to the Distribution Contract through an exchange account and/or holds Digital Dollar Tokens on a cryptocurrency exchange or with another third party at the Buyer’s own and sole risk.
7.16 The Digital Dollar Network Ecosystem may undergo significant changes over time. Although Digital Dollar Network, Inc. intends for the Digital Dollar Network Ecosystem to have the features and specifications set forth in the White Paper, the Company or its partners or affiliates may make changes to such features and specifications for any number of reasons, any of which may mean that the Digital Dollar Network Ecosystem as a whole does not meet the Buyer’s expectations.
7.17 The Cryptogigs Platforms may undergo significant changes over time. Although the Cryptogigs, Inc. intends for the Cryptogigs Platforms to have the features and specifications set forth in the White Paper, Cryptogigs Company or its partners or affiliates may make changes to such features and specifications for any number of reasons, any of which may mean that the Cryptogigs Platforms as a whole does not meet the Buyer’s expectations.
7.18 The industry in which Digital Dollar Network, Inc. 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 the Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting the Company in particular. All of this may subject the Company to judgments, settlements, fines or penalties, or cause the Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm the Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Digital Dollar Tokens and/or the development of the Cryptogigs Platforms, the Digital Dollar Network Ecosystem, and project as a whole.
7.19 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 the Digital Dollar Tokens in various ways, including, for example, through a determination that Digital Dollar Tokens are regulated financial instruments that require registration. Digital Dollar Network, Inc. may cease the distribution of the Digital Dollar Tokens or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. These regulatory changes could significantly impact the adoption of the Digital Dollar Token or the development and deployment of the Digital Dollar Network Ecosystem or the Cryptogigs Platforms, including causing the Company to cease operations in jurisdictions where the operations of the Company becomes illegal or uncommercial as a result of regulatory change.
7.20 It is possible that, due to any number of reasons, including an unfavorable fluctuation in the value of cryptocurrencies, development issues with the Digital Dollar Network Ecosystem or the Cryptogigs Platforms, the failure of business relationships or competing intellectual property claims, Digital Dollar Network, Inc. may no longer be by means viable as a business or otherwise and may dissolve.
7.21 Cryptographic Digital Dollar Tokens are a new and untested technology. In addition to the risks discussed in the White Paper and this Agreement, there are risks that the Company’s team or Cryptogigs Company's team cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.
7.22 RISKS OF CRYPTOGIGS PLATFORMS.
(i) RISK THAT THE DEVELOPMENT AND DEPLOYMENT OF THE CRYPTOGIGS PLATFORM MAY NOT OCCUR AS PLANNED. The development of public blockchain software is a very new field and there is a risk that the development and deployment of the Cryptogigs Platform could be delayed or not eventuate. While Cryptogigs, Inc. intends to develop or improve the Cryptogigs Platforms, changes may need to be made to the plans and timeline for the development and deployment of that product. This could create a risk that the platforms as envisaged and Digital Dollar Tokens to be issued are delayed, despite the Cryptogigs Company's best efforts to deliver the platforms. Further, while the Cryptogigs Company also intends to adopt industry standard software development for the Cryptogigs Platforms, there is a risk that the platforms could suffer from malfunctions or unexpected performance issues in the future.
If there are delays in the development or deployment of the Cryptogigs Platforms this could impact the adoption of the Digital Dollar Token. You should understand that while Cryptogigs, Inc. will make reasonable efforts to complete the Cryptogigs Platforms, there may be circumstances beyond the Cryptogigs Company's control which result in delays, a more limited release, or in the worst case, a functioning Cryptogigs Platforms may not be created at all.
These risks could directly impact the potential for adoption and use of the Digital Dollar Token.
(ii) RISK THAT THE CRYPTOGIGS PLATFORM, AS DEVELOPED, WILL NOT MEET THE EXPECTATIONS OF THE COMPANY OR BUYER. The Cryptogigs Platforms may undergo significant changes after its release. Moreover, we have no control over how other participants will use the Cryptogigs Platforms, what products or services will be offered by means of the Cryptogigs Platforms by third parties, or how third-party products and services will utilize the Digital Dollar Tokens (if at all). This could create the risk that Digital Dollar Tokens or the Cryptogigs Platforms may not meet your expectations at the time of purchase, for any number of reasons including mistaken assumptions or analysis, a change in the design and implementation plans, and execution of the Cryptogigs Platforms. Furthermore, despite our good faith efforts, it is still possible that the Cryptogigs Platforms will experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Cryptogigs Platforms and Digital Dollar Tokens, and your Digital Dollar Tokens may become useless due to technical, commercial, regulatory or any other reasons.
(iii) RISK OF INSUFFICIENT INTEREST IN THE CRYPTOGIGS PLATFORMS. It is possible that the Cryptogigs Platforms will not be used by a large number of businesses, individuals and other organizations and that there will be limited public interest in the Cryptogigs Platforms. Such a lack of interest could negatively impact the Digital Dollar Tokens and the Cryptogigs Platforms.
(iv) RISK OF INABILITY TO SATISFY DATA PROTECTION, SECURITY, PRIVACY AND OTHER GOVERNMENT AND INDUSTRY SPECIFIC REQUIREMENTS. There are a number of data protection, security, privacy and other government and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Cryptogigs Platforms' reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Cryptogigs Platforms.
(v) RISK OF MALFUNCTION IN THE CRYPTOGIGS PLATFORMS. It is possible that the Cryptogigs Platforms malfunctions in an unfavorable way, including one that results in the loss of the Digital Dollar Tokens.
(vi) RISKS ARISING FROM LACK OF GOVERNANCE RIGHTS. Because Digital Dollar Tokens confer no governance rights of any kind with respect to the Cryptogigs Platforms, or Cryptogigs, Inc., all decisions involving the Cryptogigs Company's Products or Services on the Cryptogigs Platforms or Cryptogigs Company itself will be made by the Cryptogigs Company at its sole discretion, including, but not limited to, decisions to discontinue its Products or Services on the Cryptogigs Platforms, or to sell or liquidate the Cryptogigs Company. These decisions could adversely affect the Cryptogigs Platforms and the utility of any Digital Dollar Tokens Buyer owns, including their utility for obtaining Services.
SECTION 8:
LIMITATION OF LIABILITY
DIGITAL DOLLAR NETWORK, INC.
8.1 To the fullest extent permitted by applicable law, the Buyer disclaims any right or cause of action against Digital Dollar Network, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors, of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of the Company. The Company, any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors shall not be liable to the Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including damages for lost profits, goodwill, use or data), even if and notwithstanding the extent to which the Company has been advised of the possibility of such damages. The Buyer agrees not to seek any refund, compensation or reimbursement from the Company, any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2 In no circumstances will the aggregate joint liability of Digital Dollar Network, Inc., whether in contract, warrant, tort or other theory, for damages of any kind under this Agreement exceed the amount received by the Company from the Buyer.
8.3 The Buyer understands and agrees that Digital Dollar Network, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors shall not be liable and disclaims all liability to the Buyer in connection with any force majeure event, including acts of God, labor 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.
8.4 To the fullest extent permitted by applicable law, the Buyer releases Digital Dollar Network, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors from responsibility, liability, claims, demands, and/or damages 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.
8.5 Buyer waives the right to participate in a class action lawsuit, or a classwide arbitration against any entity or individual involved with the creation of the Digital Dollar Token or Tokens.
CRYPTOGIGS, INC.
8.6 To the fullest extent permitted by applicable law, the Buyer disclaims any right or cause of action against Cryptogigs, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors, of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Cryptogigs Company. Cryptogigs Company, any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors shall not be liable to the Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including damages for lost profits, goodwill, use or data), even if and notwithstanding the extent to which Cryptogigs Company has been advised of the possibility of such damages. The Buyer agrees not to seek any refund, compensation or reimbursement from Cryptogigs Company, any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.7 The Buyer understands and agrees that Cryptogigs, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors shall not be liable and disclaims all liability to the Buyer in connection with any force majeure event, including acts of God, labor 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.
8.8 To the fullest extent permitted by applicable law, the Buyer releases Cryptogigs, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors from responsibility, liability, claims, demands, and/or damages 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.
SECTION 9:
9.1 INDEMNIFICATION OF DIGITAL DOLLAR NETWORK, INC.
The Buyer, acknowledges, understands and agrees to the following: (i) To the fullest extent permitted by applicable law the Buyer agrees to indemnify, defend and hold harmless and reimburse Digital Dollar Network, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors, from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Digital Dollar Network, Inc. arising from or relating to: (a) the Buyer’s purchase or use of the Tokens; (b) the Buyer’s responsibilities or obligations under this Agreement; (c) the Buyer’s breach of or violation of this Agreement; (d) any inaccuracy in any representation or warranty of the Buyer; (e) the Buyer’s violation of any rights of any other person or entity; and/or (f) any act or omission of the Buyer that is negligent, unlawful or constitutes willful misconduct.
(ii) Digital Dollar Network, Inc. reserves the right to exercise sole control over the defense, at the Buyer’s expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and the Company.
9.2 INDEMNIFICATION OF CRYPTOGIGS, INC.
The Buyer, acknowledges, understands and agrees to the following: (i) To the fullest extent permitted by applicable law the Buyer agrees to indemnify, defend and hold harmless and reimburse Cryptogigs, Inc., any of its affiliates, and its and their respective owners, directors, officers, employees, representatives and advisors, from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Cryptogigs Company arising from or relating to: (a) the Buyer’s purchase or use of the Tokens; (b) the Buyer’s responsibilities or obligations under this Agreement; (c) the Buyer’s breach of or violation of this Agreement; (d) any inaccuracy in any representation or warranty of the Buyer; (e) the Buyer’s violation of any rights of any other person or entity; and/or (f) any act or omission of the Buyer that is negligent, unlawful or constitutes willful misconduct.
(ii) Cryptogigs, Inc. reserves the right to exercise sole control over the defense, at the Buyer’s expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and Cryptogigs Company.
SECTION 10:
DISPUTE RESOLUTION & ARBITRATION
10.1 The Buyer and Digital Dollar Network, Inc. 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 (hereinafter the “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 10.2 below.
10.2 Any Dispute not resolved within 90 days as set forth in Section 10.1 shall be referred to and finally resolved by authorized judicial authority of London, England.
10.3 The governing law of the Agreement shall be as set forth in Section 11.1 herein. 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. Digital Dollar Network, Inc. and the Buyer will each pay their respective attorneys' fees and expenses.
10.4 Any dispute arising out of or related to this Agreement is personal to the Buyer and Digital Dollar Network, Inc. and will be resolved solely through individual arbitration 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.
10.5 Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Digital Dollar Network, Inc. shall be sent by e-mail to the Company at compliance@thedigitaldollarcoin.com. Notice to you shall be by e-mail to the then-current e-mail address in your account with the Company. Your notice to the Company must include (i) your name, postal address, e-mail address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section 10, commence an arbitration proceeding or, to the extent specifically provided for in Section 10.01, file a claim in court.
If any term, clause or provision of this Section 10 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 10 will remain valid and enforceable. Further, the waivers set forth in Section 10.4 are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
SECTION 11:
GOVERNING LAW
11.1 This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the British Virgin Islands 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. Each Party hereby irrevocably and unconditionally consents and submit to the exclusive jurisdiction of any courts located within London, England over any action, proceeding or investigation ("Litigation") arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such venues).
SECTION 12:
MISCELLANEOUS
12.1 This Agreement shall be binding upon and inure to the benefit of the Parties.
12.2 The Buyer shall not assign this Agreement without the prior written consent of Digital Dollar Network, Inc. Any assignment or transfer in violation of this Section will be void. The Company may assign or transfer this Agreement without Buyer’s consent to its successors and assigns, including an affiliate of the Company. 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.
12.3 This Agreement, as well as the Digital Dollar Network, Inc.'s Cookies Policy, Legal Disclaimer for White Paper, Privacy Policy, Terms & Conditions, Token Purchase Agreement, Trademark Notices, and White Paper (if such documents are available at https://thedigitaldollarcoin.com) 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 the Company about the Digital Dollar Tokens.
12.4 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.
12.5 Digital Dollar Network, Inc. may modify this Agreement at any time by posting a revised version on the Website, available at https://www.thedigitaldollarcoin.com. The modified terms will become effective upon posting. It is the 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.
12.6 Termination of Agreement: (i) In the event that the Buyer has made payment in full and Digital Dollar Network, Inc. determines, in its own discretion, that this Agreement constitutes a security or other form of financial instrument subject to regulation by any Governmental Authority, the Company may immediately terminate this Agreement. After such termination, the Buyer will not receive any Digital Dollar Tokens. (ii) The Company reserves the right to terminate this Agreement, in its sole discretion, in the event that the Buyer breaches this Agreement. After such termination, the Buyer shall not be entitled to receive any Digital Dollar Tokens. (iii) This Agreement shall otherwise terminate upon the completion of all sales in the Token Distribution. (iv) After termination of this Agreement: (a) all of the Buyer’s rights under this Agreement immediately terminate; (b) the Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, 10, and 11 will continue to apply in accordance with their terms.
12.7 The failure by Digital Dollar Network, Inc. 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 the Company’s right to enforce such right or provision at a later time. All such waivers by the Company must be unequivocal and in writing to be effective.
12.8 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. Except as otherwise provided herein, this Agreement is intended solely for the benefit of Buyer and Digital Dollar Network, Inc. and is not intended to confer any third-party beneficiary rights upon any other person or entity.
12.9 The Buyer agrees, understands and acknowledges that this Agreement, all the other agreements, notifications and any messages, which Digital Dollar Network, Inc. provides to the Buyer under this Agreement or with regard to the acquisition of the Digital Dollar Tokens by the Buyer, can be provided to the Buyer by the Company at it's own discretion in electronic form.
12.10 This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.
CONTACT US
If you have any questions concerning this Token Purchase Agreement or any of it’s additions, please contact us at tpa@thedigitaldollarcoin.com.