This document and any other document, produced and signed by Empyrean World Ltd. (herein referred to as “EMPYREAN WORLD”) does not constitute an offer or solicitation to sell shares or securities in EMPYREAN WORLD. Or any of its affiliates. 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. You should only purchase POI as defined below if you have significant experience with, and understanding of, the usage and intricacies of cryptographic digital assets and blockchain based software systems. Purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic digital assets. Neither EMPYREAN WORLD nor its affiliates will be responsible for lost cryptocurrency, such as BTC, ETH, or other, resulting from actions taken by, or omitted by you. If you do not have such experience or expertise, then you should not purchase POI or participate in the sale of POI.
TERMS AND CONDITIONS OF TOKEN SALE
PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE CAREFULLY. IF YOU DO NOT AGREE TO OR UNDERSTAND THESE TERMS AND CONDITIONS OF TOKEN SALE (OR ANY PART THEREOF), PLEASE DO NOT PURCHASE POI. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS IN THESE TERMS AND CONDITIONS. YOU ACKNOWLEDGE AND AGREE THAT
(I) SALE OF POI UNDER THESE TERMS AND CONDITIONS SHALL TAKE EFFECT BETWEEN YOU AS A PURCHASER AND EMPYREAN WORLD AS A SELLER,
(II) POICOIN.NET OR ANY EXCHANGE LISTED SHALL BE, OR DEEMED TO BE, NEITHER A PARTY, AGENT OR BROKER IN THE SALE OF POI, NOR INVOLVED IN THE SALE OF POI IN ANY CAPACITY, EXCEPT THAT PROBIT EXCHANGE PROVIDES A PLATFORM FOR THE SALE OF POI IN A SUPPORTIVE SERVICE PROVIDING CAPACITY ONLY AND
(III) POICOIN.NET OR ANY EXCHANGE LISTED WILL HAVE NO LEGAL AND FINANCIAL LIABILITIES TOWARDS YOU, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO THE SALE OF POI BY ANY MEASURE.
Your purchase of POI from EMPYREAN WORLD, a company incorporated in St. Vincent and The Grenadines (“Company”, “we”, “us” or “our”) is subject to these Terms and Conditions of Token Sale (“Terms”). Each of you and Company is a “Party,” and together the “Parties.” By purchasing POI from us and/or using POI in connection with the Service (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at email@example.com
THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Terms, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Company agree as follows: WHEREAS The Company intends to sell Blockchain Utility tokens issued by EMPYREAN WORLD LTD., a company incorporated in St. Vincent and the Grenadines, using the ticker symbol of POI, hereinafter named as “POI”, as more particularly described in the Whitepaper (the "Whitepaper") available at https://www.poicoin.net/ (the "Website").
You wish to purchase from Company a specific number of POI as part of its pre-sales offering of POI at https://www.poicoin.net/
This document set out the terms and conditions upon which the Company will sell POI to you.
TERMS OF TOKEN PURCHASE
3.1 Subject to this Terms, the Company shall sell to you and you shall purchase from the Company a specific number of POI at a stated purchase price.
3.2 You shall pay the purchase price for POI by transfer to the Company of ETHs which is equal to the result of dividing the aggregate US$ purchase price of POI by the applicable Exchange Price.
4.1 You will receive POI which is equal to the sum of rate of POI that you shall purchase by transfer of ETH to the Company under this Terms,
4.2 POI (including bonus POI) purchased by you under this Terms shall be distributed to the account at POICOIN.NET OR ANY EXCHANGE LISTED that you have registered and used for the purchase of POI under this Terms. Time schedule of POI distribution shall be disclosed during sale period of POI at POICOIN.NET OR ANY EXCHANGE LISTED.
4.3 POI that you shall purchase and bonus POI granted to you under this Terms shall be subject to lock-up for a certain period, as disclosed during sale period of POI at POICOIN.NET OR ANY EXCHANGE LISTED.
4.4 Ownership of POI carries no rights, express or implied, other than the right to use POI as a utility token as disclosed in the website of Service. In particular, you understand and accept that POI does not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue, dividends, shares, intellectual property rights or any other form of participation or governance in or relating to the Service and/or the Company or its affiliates. POI should not be acquired for speculative or investment purposes with the expectation of making a profit on resale.
4.5 You understand and accept that POI: (a) is not a loan to the Company or its affiliates; (b) does not provide you with any ownership or other interest in the Company or its affiliates; (c) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment; (d) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (e) is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person; and (f) is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products.
4.6 Protections offered by applicable law in relation to the purchase and offering of the aforementioned financial instruments and/or investments do not apply to the sale and purchase of POI and neither this Terms nor the Whitepaper constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction.
4.7 Given that POI is designed only for the particular uses with respect to the Service, it is not necessarily merchantable and does not necessarily have any other use or value. POI is designed and sold as a useable virtual goods, without any specific outlook or expectation on its merchantability or market price.
4.8 You acknowledge and agree that the Company or its affiliates are under no obligation to issue replacement POI in the event any POI or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.
4.9 Any potential future use of POI in connection with providing or receiving services on Service will be governed primarily by other applicable term and policies (collectively, the "Service Terms and Policies"), which will be made available on the Service and/or the Website. The Company and/or its affiliates may add new terms or policies to the Service Terms and Policies in our sole and absolute discretion, and may update each of the Service Terms and Policies from time to time according to modification procedures set forth therein. In the event of any conflict between this Terms and the Service Terms and Policies, the Service Terms and Policies shall take precedence. It shall be your responsibility to regularly check the Service and Website for any such notices.
5. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS
You acknowledge and agree that there are risks associated with purchasing POI, holding POI, and using POI for providing or receiving services on Service. By purchasing POI, you expressly agree to fully and completely understand, acknowledge, accept and assume these risks. You assume full responsibility and liability for any losses resulting from any intentional or unintentional misuse of your digital asset wallet associated with the purchase of POI pursuant to this agreement (“Wallet”), including, without limitation, any loss resulting from designating a wallet that is non-compliant with the Company’s network for the receipt of the POI, or depositing one type of digital asset to a wallet intended for another type of digital asset. The Company and its affiliates assumes no responsibility or liability in connection with any such misuse.
6. CANCELLATION; REFUNDS; REFUSAL OF PURCHASE REQUESTS
Your purchase of POI from us is final, and there are no refunds or cancellations except
• as may be required by applicable law or regulation, or
• (ii) as otherwise determined by us in our sole discretion prior to the completion of the distribution of POI. We reserve the right to refuse or cancel POI purchase requests at any time in our sole discretion.
7. COMPANY REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to you that:
(a) The Company is a company duly organized, validly existing and in good standing under the laws of Singapore and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this document is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be purchased by you, has been duly authorized by all necessary actions on the part of the Company.
(c) This document constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(d) To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or by-laws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(e) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this document do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(f) To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument.
(g) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.
7. PURCHASER REPRESENTATIONS AND WARRANTIES
7.1 You hereby represent and warrant to the Company that: (a) You have read and understood all the terms of these Terms (including all Schedules) and the Whitepaper.
(b) You acknowledge and consent that the Whitepaper may change during the time leading up to the date of distribution of POI to you hereunder, and you accept the obligation to promptly read new versions of the Whitepaper, which will be made available via the Website.
(c) You have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand this Terms and to appreciate the risks and implications of purchasing POI.
(d) If you are an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase POI, accept this Terms and enter into a binding agreement with the Company. If you are a legal person, you are duly organized, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located.
(e) You have obtained sufficient information about POI to make an informed decision to purchase POI. Additionally, you are aware of the Company’s business affairs and financial condition and has obtained sufficient information about the Company to reach an informed decision to purchase POI.
(f) You understand that POI confers only the right to provide and receive services via Service and confers no other rights of any form with respect to Service or the Company or its affiliates, including, but not limited to, any distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
(g) You are purchasing POI to participate in Service. You are not purchasing POI for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes. (h) Your purchase of POI complies with applicable law and regulation in your jurisdiction, and the law and regulation of any jurisdiction to which you may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing POI, using POI in Service, and entering into contracts with the Company; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained. (i) Your purchase of POI shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of Service, the transfer of any cryptocurrency to the Company, the creation, ownership or use of POI, the potential appreciation or depreciation in the value of POI over time, the sale and purchase of POI and/or any other action or transaction related to the Company or Service have tax implications; by creating, holding or using POI, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of POI or any other action or transaction related to the Company or Service.
(j) You are not a citizen, resident (tax or otherwise), or domiciliary and/or green card holder or other similar certificate of residency of a country (A) where participation in token sales is prohibited by applicable law, decree, regulation, treaty, or administrative act, or (B) where it is likely that the sale of POI would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America, People's Republic of China (but not including the special administrative regions of Hong Kong and Macau, and the territory of Taiwan), Japan, North Korea, Bangladesh, Nepal, Macedonia, Bolivia, Ecuador, Pakistan, the Islamic Republic of Iran, Algeria, and Morocco), or any jurisdiction designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (each a Restricted Country), nor are you purchasing POI from any Restricted Country, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Country, nor are you purchasing POI on behalf of any person or entity from a Restricted Country.
(k) You are not a citizen or resident of a geographic area in which access to or participation in Service is prohibited by applicable law, decree, regulation, treaty, or administrative act.
(l) You are not a Resident of Japan as defined in Article 6, item 5 of the Foreign Exchange and Foreign Trade Act of Japan.
(m) You are not a U.S. Person as defined in Rule 902(k) of Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the POI herein is made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and such Applicable Party is not acquiring the POI for the account or benefit of any U.S. Person.
(n) You will not, (a) during the restricted period that is applicable to the POI set forth in the legend set forth below (the “Restricted Period”) and to any certificate representing the POI, offer or sell any POI (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Regulation S, or (b) engage in hedging transactions with regard to the POI prior to the expiration of the Restricted Period. Company shall refuse or reject any purchaser who is or is suspected of purchasing the POI on behalf of a U.S. Person.
(o) You will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise transfer the POI (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.
(p) You acknowledge and agree that the POI will be deemed to bear the legend set forth below (in addition to any other legend required by applicable federal, state or foreign securities laws or provided in any other agreement with the Company):
TO THE EXTENT APPLICABLE, THE POI HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND EMPYREAN WORLD DOES NOT INTEND TO REGISTER THEM PRIOR TO THE ONE YEAR ANNIVERSARY OF THE DELIVERY DATE (THE “ONE-YEAR DEADLINE”), THE POI MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH POI) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS THE POI ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PURCHASERS OF POI PRIOR TO THE ONE- YEAR DEADLINE, MAY RESELL SUCH POI ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE POI MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE POI WHO IS A DISTRIBUTOR, DEALER, SUBUNDERWRITER OR OTHER SECURITIES PROFESSIONAL IN ADDITION, CANNOT PRIOR TO THE ONE-YEAR DEADLINE, RESELL THE POI TO A U.S. PERSON AS DEFINED BY RULE 902(k) OFREGULATION S UNLESS THE POI ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
(q) The execution, delivery and performance of this Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, or (v) any governmental or other consents that may need to be obtained.
(r) The contributions made to purchase POI are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use POI to finance, engage in, or otherwise support any unlawful activities. To the extent required by applicable laws and regulations, you shall fully comply with all anti-money laundering and counter-terrorism financing requirements in all relevant jurisdictions.
(s) All contributions made to purchase POI will be made only in your name, from a digital wallet or bank account (as the case may be) not connected to nor located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force or any similar legislation.
(t) Neither you (or any of your subsidiaries, any director or officer, or any employee, agent, or affiliate as the case may be) nor any person having a direct or indirect beneficial interest in you or POI being acquired by you, or any person for whom you are acting as agent or nominee in connection with POI, (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority, Japan’s Ministry of Finance or the Monetary Authority of Singapore (collectively, "Sanctions"), or (ii) is located, organized, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions, or (iii) is a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force, or (iv) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known by the relevant financial institution) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).
(u) You are not purchasing POI with a view to immediate sale or in connection with any distribution, in whole or in part. You will not, directly or indirectly, transfer POI except in accordance with the applicable laws and the provisions hereof. You understand that you must bear the economic risk of purchase of POI for an indefinite period of time. You understand that to the extent POI is security under the laws of any jurisdiction in which POI is to be traded or the subject of transfers, such trades or transfers of POI may be restricted by such laws, and that no market exists or is expected to develop for POI.
(v) you acknowledge and agree that (i) sale of POI under these Terms shall take effect between you and the Company, (ii) POICOIN.NET OR ANY EXCHANGE LISTED shall neither be a party, agent or broker in the sale of POI nor be involved in the sale of POI as any capacity, except that POICOIN.NET OR ANY EXCHANGE LISTED provides a platform for the sale of POI in a supportive service providing capacity only and (iii) POICOIN.NET OR ANY EXCHANGE LISTED will have no legal and financial liabilities towards you, including without limitation with respect to the sale of POI by any measure.
7.2 You hereby acknowledge that the Parties have entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by the Company, (a) POI is sold on an "as is" and "as available" basis, without any warranties or representations of any kind, and the Company expressly disclaims all implied warranties as to POI, including, without limitation, implied warranties of merchantability, usage, suitability or fitness for a particular purpose, title, and non-infringement, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent; (b) the Company cannot and do not represent or warrant that POI is reliable, current or error-free, meets your expectations or requirements, or that defects in POI will be corrected; and (c) the Company cannot and do not represent or warrant that POI or the delivery mechanism for POI is free of viruses or other harmful components.
The Parties shall keep confidential, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning the transactions contemplated by this Terms (including without limitation all commercial information such as sale price, number of tokens sold, discount (if any), as well as schedule for delivery of tokens)
10.1 These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between the Parties. Any provision of this instrument may be amended, waived or modified only upon the written agreement between the Parties.
10.2 Any notice required or permitted by this Terms will be deemed sufficient when sent by email to the email address of your registered account at POICOIN.NET OR ANY EXCHANGE LISTED or published at Website.
10.3 Neither these Terms nor the rights contained herein may be assigned, by operation of law or otherwise, by either Party without the prior written consent of the other.
10.4 In the event any one or more of the provisions of this Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Terms operate or would prospectively operate to invalidate this Terms, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Terms and the remaining provisions of this Terms will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
10.5 All rights and obligations hereunder will be governed by the laws of St. Vincent and the Grenadines, without regard to the conflicts of law provisions of such jurisdiction. Any dispute between the Parties arising out of or relating to these Terms or its subject matter shall be resolved in the courts of St. Vincent and the Grenadines.