This Token Purchase and Distribution Agreement (“Agreement”) are the terms and conditions that govern the purchase of our tokens distributed on the Ethereum Blockchain (“Tokens”, “JILT”, “J1”, “we”, “us” or “our”), and
the use of the smart contract that distributes these tokens.
This Agreement is a legally binding document between you or the legal entity that you are authorized to represent (“Purchaser”, “you”, “your”, “them”, “they”, and JILTOKENS Industries Limited from Ibadan, Oyo
Nigeria(“Company”) Purchaser and Company are hereinafter also referred to as “Parties”
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL REPRESENTATIONS, WARRANTIES AND AGREEMENTS CONTAINED IN THIS AGREEMENT, COMPANY AND PURCHASER AGREE AS FOLLOWS:
IMPORTANT CONTRACTUAL OBLIGATIONS. PLEASE READ AGREEMENT ENTIRELY AND CAREFULLY, AND CONSULT CHARTERED FINANCIAL ADVISOR OR ATTORNEY BEFORE ENTERING INTO THIS AGREEMENT. PLEASE READ ALL THE RISKS AND DISCLAIMERS SET FORTH
IN THIS AGREEMENT. IN ADDITION, THE PARTIES’ LEGAL RELATIONSHIP INCLUDES A DISPUTE RESOLUTION CLAUSE, AND MAY REQUIRE MANDATORY ARBITRATION.
Purchaser acknowledges that it is fully bound by this Agreement:
These Tokens give no rights to you, or use outside the distributed ledger technology that processes the transaction offered by Company;
The purchase of the JILT is non-refundable. A completed transaction cannot be reversed or annulled. Purchaser agrees and acknowledges they may lose all amounts contributed.
Purchaser has sufficient legal capacity to purchase the JILT according to the applicable law, and is older than eighteen (18) years of age;
- Purchaser has all necessary power and authority to conclude this Agreement, and carry out and perform all (legal) obligations thereunder, including the purchase of JILT, and holding them.
- When Purchaser buys JILT on behalf of a legal entity, it is validly existing and in good standing under the applicable laws thereof;
- JILTOKENS reserves the right to refuse or annul Purchaser’s request to acquire tokens.
- Purchaser agrees and acknowledges that other purchasers who obtained JILT at an earlier moment in time may have received a higher number of Tokens for the same amount contributed; (i.e. bonus, earlybird special, etc.)
- Binding Acceptance Agreement
This Agreement, and all future amendments and applicable attachments, shall be binding on all Parties from the moment Purchaser: (a) visits our Website and creates an account; (b) commences KYC procedures in order to prove their identity, if deemed necessary;
(c) purchases of the JILT by transferring the agreed contribution amount.
In addition to this Agreement, we have a Website, Whitepaper and other materials containing information regarding the Token sale and the JILTOKEN Project. All that information may be changed, and the latest versions form an integral part of this Agreement.
Purchaser has read and understands all abovementioned information.
- Token Distribution and Use of Proceeds
Purchaser agrees that the proceeds from the sale of the JILT will be utilized by the Company in its sole discretion and as described in the White Paper and other information provided.
The distribution of JILT to Purchaser’s wallet address could take several days or more after the token sale has ended.
We may provide instructions about how Purchaser can purchase the Tokens. Purchaser agrees to follow such instructions and procedures, and its failure to do so may result in not receiving any Tokens at all, and/or loss of the contribution amount paid for
the Tokens, for which the Purchaser bears the risk.
Purchaser agrees that a portion of the total Token sale proceeds will be distributed to Company’s past, present and future employees, officers, directors, consultants and contractors involved in the Company as per the white paper.
We make no representations or warranties in connection with the merchantability, utility or fitness of the Tokens.
Company makes no representations or warranties that the process of buying or receiving the Tokens will be free of errors and uninterrupted. Purchaser acknowledges and agrees that they may never receive the Tokens, and as a result suffer the loss of the
entire amount Purchaser contributed.
Purchaser must provide us a correct digital wallet address for the receipt of any Tokens purchased pursuant to this Agreement. In addition, Purchaser should verify that the website for the purchase of the Tokens is legitimate.
- Purchaser’s Obligations
The purchase of Tokens will not provide Purchaser certain rights with respect to Company’s revenues, assets, voting rights, (intellectual) proprietary claims, ownership or any other financial or legal right or interest in the Company, or its assignees.
Company retains all rights, titles and interests in intellectual property in connection to the Token. This includes, but is not limited to: inventions, ideas, source code, business processes and methods, software, information and data, trade secrets of
any kind, whether or not patentable, copyrightable or protectable in trademark.
Purchaser may not use any of Company’s rights, titles and interests mentioned in Clause 3.2 of this Agreement, without Company’s prior written consent.
Purchaser must implement a sufficient standard of security to secure access to any device connected to the purchase and storage of the Tokens, this includes private keys, usernames, passwords and any other login credentials.
Company may request, prior to the purchase, additional information from Purchaser which it will provide without delay. Such documents may include: a passport, driver’s license or other government identification cards and utility bills otherwise known
as KYC/AML protocol. Company may refuse the distribution of the Tokens to Purchaser’s wallet address until the aforementioned request has been fulfilled.
The purchase may be excluded from taxes (local rules may apply) Purchaser remains solely responsible for reporting and paying their taxes that may apply to the purchase of, or profits from the Tokens. Company is never responsible for withholding, collecting,
reporting or paying taxes of any kind from the purchase or possible profits derived from the Tokens by the Purchaser.
Company is under no obligation to recover any Tokens from Purchaser. Purchaser acknowledges and agrees that the purchase of the Tokens are non-refundable, and Company never provides any compensation for any Tokens purchased.
In the event that Purchaser is no longer in possession of his/her private keys or any device or technology linked to Purchaser’s account, or Purchaser is unable to provide his/her login or credentials for identification, Purchaser may lose access to his/her
account, and as a consequence all of his/her Tokens.
- Purchaser represents and warrants that the execution and performance of this Agreement will not result in any violation of any judgment, decree or order to which Purchaser is bound as party, or to which any
of its assets are subject to.
- Purchaser agrees and acknowledges it has sufficient knowledge, experience and understanding of blockchain technology, cryptographic tokens, digital assets, smart contracts, storage mechanisms so as to assess
the nature of the Tokens. Purchaser bears the financial risk of purchasing the Tokens and acknowledges and agrees it could lose all amounts contributed.
- The contribution of the Purchaser in fiat or cryptocurrency to buy the Tokens is not derived from any unlawful activities, including but not limited to money laundering or the financing of terrorism. Purchaser
will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
- Purchaser must comply with all anti-money laundering and counter- terrorism financing requirements.
- Purchaser acknowledges and agrees that they nor any other person that has a beneficial direct or indirect interest in Purchaser or the Tokens acquired by Purchaser, or any other person for whom it is acting
as agent or representative, is not the subject of sanctions directed or enforced by any country, government or legal body.
- Purchaser acknowledges and agrees that Purchaser is using the Tokens at their own risk and the Company provides the Tokens on an “as is” basis, without representations, warranties, promises or guarantees of
any kind, and Purchaser shall rely on their own examination and investigation PRIOR to purchasing the Tokens.
- Limitation of Liability and Indemnification
- Purchaser disclaims any right or cause of action against Company of any kind, and in any jurisdiction that may apply.
- Company shall not be responsible or liable for any type of losses or damages, whether direct, indirect, incidental, accidental, consequential or exemplary. This includes damages for lost profits, goodwill, use
- Purchaser must never request or demand any refund, compensation or reimbursement from us. Under no circumstances will the total liability of Company, whether in contract, or tort or any other legal theory for
damages, exceed the amount received by Company from Purchaser.
- Purchaser will indemnify, defend and hold harmless the Company and our respective past, present and future employees, contractors, officers, legal consultants, service providers, parent companies, subsidiaries,
affiliates, representatives, predecessors and successors in any legal dispute or jurisdiction.
- Dispute Resolution and Governing Law
- Parties shall cooperate in good faith to resolve any dispute or claim arising out of, or in connection with the Agreement, and resort first to the resolution of their dispute in an informal matter.
- If Parties are unable to resolve their dispute or claim within sixty (60) days after the notice of such a dispute or claim being received by all Parties, such a dispute or claim shall be settled by Binding Arbitration
as defined in Clause 6.3 below.
- Any dispute between Parties, not resolved within sixty (60) days as explained in Section 6.1 shall, be referred to and resolved by binding arbitration under the rules of the American Arbitration Association.
The number of arbitrators shall be one (1) or three (3), and shall be selected by Company.
- The seat, or legal place, of the binding arbitration shall be in the United States and the language in the arbitral proceedings shall be in English. The contract shall be construed in accordance with the internal
laws of the United States.
The arbitrational award shall be final and binding. The Parties will undertake to carry out such an award immediately and furthermore waive all their rights to any form of alternative proceedings, recourse
or legal remedy. No other decisions may be given by any court that considers themselves competent and that has jurisdiction over one or both Parties and/or its assets.
- The Parties will each be responsible for their own legal and attorneys’ fees and all expenses connected thereto.
- Any dispute or claim arising out of this Agreement will not be brought as class arbitration, class action suit or any other proceeding in which more than one party is represented, and an individual or legal entity
represents the interests of a group of Purchasers.
Company may amend this Agreement at any time by posting a revised version on the Website, available at jiltokens.io. Such modified terms will become effective on the moment it is posted. Purchaser agrees and acknowledges
that it shall regularly check the Website for modifications to this Agreement.
- This Agreement, its validity, interpretation and effect shall be governed by the laws of the United States unless the conflict of law rules would permit the application of the laws of another jurisdiction i.e.
in Nigeria Purchaser shall not, without the prior written consent of the Company, assign this Agreement, and any such assignment or transfer of rights in violation of this Agreement and will be deemed invalid.
- Subject to the foregoing, the rights and obligation of this Agreement will be binding upon, and come into use for Purchaser’s respective successors, assignees, executors, administrators, heirs and legal representatives.
- This Agreement, including its amendments, exhibits and other materials incorporated herein by reference, constitutes the entire agreement between the Parties and shall supersede all prior written and oral understandings
and agreements between the Parties with respect to the Agreement.
If any provision of this Agreement is determined by a court to be invalid or unenforceable for any reason whatsoever, that provision shall first be modified in order to make it valid and in accordance with
the original intent of the Parties. However, as a result, all remaining provisions of this Agreement shall not be affected or impaired.
- Term and Termination
- In the event that Purchaser has made a contribution, and Company in its sole discretion, determines that this Agreement is NOT deemed an investment contract of any kind or another financial instrument that is
subject to regulation by any governmental body or authority, Company may terminate this Agreement immediately with or without prior notification.
- Upon the termination of this Agreement and in the event Purchaser breaches this Agreement, Purchaser shall not be entitled to receive any Tokens, and Purchaser shall not be entitled to any other recourse or
- Current and Future Risks
- The Tokens may have no value at all, except as otherwise provided in the White Paper. Purchaser may lose his/her whole contribution. Purchaser acknowledges and understands that the following list of risks, as
well as other future risks, could render the Tokens worthless and/or of little value.
- Losing access to the Tokens due to loss of private key(s);
- Risks connected with the functioning, unfavorable fluctuation and block delays of the Ethereum protocol or other related networks;
- Fluctuation in purchase price between the moment of purchase and distribution of the Tokens;
- Risk of hacking and mining attacks, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing and other security weaknesses;
- Uninsured losses;
- Uncertain regulations and governmental enforcement actions, including taxation;
- Insufficient interest and traction in the platform and its distributed applications;
- The development and maintenance of Company’s website and platform;
- The risk of dissolution of the JILTOKENS platform and related activities in the future.