PLEASE READ THIS TOKEN PURCHASE AGREEMENT CAREFULLY AND COMPLETELY 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 NEPA COINS (NEPA TOKENS) PURCHASER IS SUBJECT TO AND BOUND BY THIS TOKEN PURCHASE AGREEMENT.
PREAMBLE
These terms of token sale (the “Terms”) set forth terms and conditions between NEPA Labs Limited (the “Company”, “we”, “us”, “our” means the Company and any of its directors, officers, shareholders, agents, contractors, partners, employees, parent companies, subsidiaries, affiliates, representatives, successors and assigns) who will issue digital tokens (hereinafter the “NEPA Tokens”, “NEPA Coins”, “Coins”, “Coin”, “Tokens” or “Token”) which are created, stored and practiced using Digital Ledger Technology (the “NEPA Distribution Contract”), and you as a Purchaser (the “Purchaser”, “you” and “your” means you or the entity that you represent) who has purchased or intends to purchase the NEPA Coins from the Company. The Purchaser and the Company are herein referred to individually as a “Party” and collectively, as the “Parties”. NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in these Terms, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:
GENERAL
In accepting these Terms, you acknowledge that you have read, understood, and have had an opportunity to seek independent legal advice prior to agreeing to it. You also warrant that you are of sufficient age and have full capacity to enter into the Terms under applicable law.
You understand and accept that you are making a contribution via the NEPA Distribution Contract for the development of the Company’s NEPA technology (the “NEPA Software”) and the NEPA eco-system (the “NEPA Platform”), all as further described in the NEPA Whitepaper as may be amended from time to time (the “Whitepaper”) and can be found at NEPA’s website www.nepacoin.io (the “Website”).
Although NEPA Coins may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. You understand that the NEPA Coins do not carry with them ownership rights express or implied of any form with respect to the Company or financial or legal rights other than the right to use NEPA as a means to enable usage of and interaction with and within the NEPA Platform, if successfully completed and deployed.
You understand that the Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulas, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You will have no right to claim as a holder of NEPA Tokens any intellectual property rights, functionality or equivalent rights or any other form of participation in or relating to the NEPA Platform and/or NEPA Software and/or anything in relation to the Company.
ACCEPTANCE AND PURCHASE
These Terms shall be effective and binding on the Parties upon signing a binding agreement between the Parties you confirm that you have read, understand and agree to these Terms, the Terms of Use, Anti-Money Laundering Policy and the Privacy Policy as well as any other client disclosure available at the Website contain and agree to be bound on this basis and confirm that you have read in full and understand the terms on which you are bound.
The Company has prepared the Whitepaper which is available on the Website describing matters relating to the NEPA Software and NEPA Platform. By perusing the actions sent in Section II.1 above you confirm you have read and understand the Whitepaper and its contents.
By agreeing and accepting these Terms, you declare that you are not a citizen, resident of, or a person located or domiciled in the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, Puerto Rico and any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia (a “U.S. Person”) nor citizen, resident of, or a person located or domiciled in the People’s Republic of China (a “China Person”). You understand that NEPA Coins are not being offered or distributed by the Company to U.S. Persons or to China Persons and warrant that you will not purchase or attempt to purchase NEPA Coins if you are a U.S. Person or a China Person nor on behalf of a U.S. Person or a China Person. The Company will not be bound or held responsible in such a situation and reserves the right to all necessary and appropriate actions, in its sole discretion, to invalidate these Terms, including referral of information to the appropriate authorities. Any U.S. Person or China Person who purchases NEPA Coins or enters into these Terms on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless the Company from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses incurred by the Company that arises from or is a result of your and/or such U.S. Person’s unlawful, unauthorized or fraudulent use and/or the receipt or purchase of NEPA Coins.
If you are a Restricted Territories User you will not be able to participate in the Token Generation Event (the “TGE”), as defined below, and you are not allowed to hold any NEPA Coins. “Restricted Territories User” means, citizen of, resident of, a person located or domiciled in, or any corporation or partnership created or organized in or under the laws of a Restricted Jurisdiction, as this term is defined in the Terms of Use.
In addition, the Company may not allow you to participate in the TGE, if you are a citizen of, resident of, a person located or domiciled in, or a corporation or partnership created or organized in or under the laws of other jurisdictions that are included from time to time in international lists of countries at risk of money laundering. “Token Generation Event” (the “TGE”) means initial public sale of the Tokens, or Coins, whether by way of an initial coin offering, initial exchange offering or token generation event (but excluding any pre-sales relating to such offering) for public acquisition in exchange for consideration, including but not limited to, other types of block chain tokens, such as Bitcoin (BTC), Ether (ETH), Polkadot (DOT), Cardano (ADA), Solana (SOL) and Binance Coin (BNB), or another cryptocurrency, cash, or a combination thereof.
ALLOCATION
You understand and consent to the participation of the Company’s past, present and future employees, officers, directors, shareholders and any related party in the purchase of NEPA Coins, including people who may work on the development and implementation of the NEPA Software and/or NEPA Platform.
SECURITY
The purchase of NEPA Coins may be accessed by using a digital wallet with a combination of your digital wallet information (address), private key and password. The private key is encrypted with a password.
You, at all times, must be the only person who has total control over your private key, digital wallet, any other username, passwords or other login or identifying credentials. You are obligated to implement reasonable and appropriate measures designed to secure access to any devices utilized in connection with your purchase of NEPA Coins. If you transfer the private key and digital wallet to any third party you do so at your own risk.
In the event that you are no longer in possession of the private keys or any device associated with the purchase of NEPA Coins and/ or if you are unable to provide login or identifying credentials to the Company and/or if the private key file or password respectively got lost or stolen, you may lose all of the NEPA Coins and/or the access to your digital wallet. For the avoidance of doubt, the Company is under no obligation to recover any NEPA Coins and you understand and agree that all purchases of NEPA Coins are nonrefundable and therefore you will not receive money or other compensation for any NEPA Coins purchased and/or lost for whatever reason.
Failure to use the Website correctly and/or to follow the Company’s procedures may result in your not receiving any NEPA Coins or losing some or all of the amounts paid in exchange for NEPA Coins, regardless of the purchase date. The access and/or use of the NEPA Distribution Contract and/or the receipt or purchase of NEPA Coins through any other means other than via the Website are not sanctioned or agreed to in any way by the Company.
PERSONAL INFORMATION
Upon the Company’s request, you will immediately provide to the Company information and documents which the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules, internal policies or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport or governmental identification documents (including cards), driver’s license, utility bills, photographs of associated individuals, sworn statements etc. (“Personal Documentation”).
Upon the Company’s request, you will immediately provide to the Company information and documents which the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules, internal policies or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport or governmental identification documents (including cards), driver’s license, utility bills, photographs of associated individuals, sworn statements etc. (“Personal Documentation”).
PURCHASER PRESENTATIONS AND WARRANTIES
You hereby represents and warrants to the Company that on the date hereof and on each day up to and including the date of the TGE.
You have full legal capacity, power and authority to execute and deliver a token purchase agreement and to perform its obligations hereunder.
The NEPA Coins will be acquired for your own account and you have no intention of immediately selling, transferring or distributing the NEPA Coins or any rights therein.
You have experience in investing in financial and non-financial assets, including in companies in the development stage and is able to fend for itself, can bear the economic risk of the purchasing the NEPA Coins, and have such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the transactions pursuant to this Agreement.
You have carefully considered the risks involved in purchasing and holding digital currencies (and in particular the Tokens), and are aware that it may lose all or part of the value and that the NEPA Coins may have a low or even no value.
You are aware and understand that there may be additional risks in connection with the transactions envisioned herein that are not currently known or that are or may be currently deemed immaterial.
You are aware and understand the uncertain nature of digital currencies and tokens and that neither the Company nor Tokens are regulated by any central bank nor other government authority, and do not constitute a securities instrument.
You are not a national citizen resident or green-card holder of any jurisdiction which prohibits its entry into a token purchase agreement.
You are not, and have not been involved in any type of activity associated with money laundering or terror financing, nor violated any provision of laws and regulations stated in NEPA AML/CFT Policy or any other anti-money laundering anti-corruption or anti bribery statute or legislation in any part of the world, nor has it ever been subject to any investigation by or have received a request for information from any governmental body relating to money laundering corruption or bribery under any statute or legislation.
You understand that the NEPA Coins may be subject to expropriation and/or theft and that hackers or other malicious groups or organizations may attempt to interfere with the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. You acknowledge that the Tokens rest on open source software, and that there is the risk that smart contracts may contain intentional or unintentional bugs or weaknesses that may negatively affect the Tokens or result in the loss of Tokens (or loss of Coins), the loss of ability to access or control Tokens or the loss of your account. You acknowledge that in the event of such a software bug, malware or weakness, there may be no remedy and holders of Tokens are not guaranteed any remedy, refund or compensation.
You understand that there is no guarantee that Tokens will ultimately be sold in a TGE, as defined below, for any specific price, or at all.
You acknowledge that these Terms will be binding on you regardless of the extent, nature or impact of such changes, if any, to the terms hereof.
The entry into a token purchase agreement complies with all applicable laws and regulations.
You acknowledge that the design of the Tokens (or Coins) remains under development, and that ongoing development efforts may result in material changes to the Company’s current design of the Tokens as outlined in the Company’s whitepaper and other materials. Further, you acknowledge that the timing, the token allocation structure and other ongoing development plans of the TGE may be subject to change in the sole discretion of the Company.
You shall promptly respond and fully cooperate with all requests made by the Company or any third party service providers appointed by the Company, in connection with KYC/AML requests for information and investigations.
The Company may control and process your personal data for the purposes of fulfilling its obligations hereunder all in accordance with the Company’s privacy policy which forms part of these Terms.
The Company may run any checks or enquiries with third parties, and you waive any privacy or other right in connection therewith, for the purposes of KYC and AML requirements and acknowledge that any breach of this section will entitle the Company to terminate your Agreement with immediate effect.
Nothing contained herein shall be construed to confer on you any of the rights of a shareholder of the Company, including voting rights or rights to receive dividends or distributions, or otherwise.
None of your rights or obligations under may be assigned or novated, by operation of law or otherwise, without the prior express written consent of the Company.
You shall (at its own expense) promptly execute and deliver all such documents, and do all such things, as the Company may from time to time reasonably require for the purpose of giving full effect to the provisions of these Terms.
RISKS
You expressly agree and acknowledge that your participation in NEPA Distribution and the purchasing of NEPA Coins are all carried out at your sole risk and that all of the aforementioned are each provided, used and acquired on an “as is” and on an “as available” basis without representation or warranty, promises or guarantees whatsoever of any kind by the Company and you shall rely on your own examination and investigation thereof.
There are no guarantees as to the price of the NEPA Coins purchased by you.
You understand and accept that the NEPA Distribution Contract concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development phase and is unproven, hence there is no warranty that the process for creating NEPA Coins (or NEPA Tokens) will be uninterrupted or error-free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs.
On the Ethereum blockchain the timing of block production is determined by proof of work so block production can occur at random times and/or the Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost and/or individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Therefore, you acknowledge and understand that the Ethereum blockchain may not include your transaction at the time that you expect and you therefore may not receive NEPA Coins the same day that the Funds were paid to the Company.
NEPA Coins may be subject to expropriation and/or theft. Hackers or other malicious groups and organizations may attempt to interfere with the NEPA Distribution Contract, these Terms or the NEPA Coins in a variety of ways, including but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
You may be unable to sell or otherwise transact in NEPA Tokens at any time, or for the price that you paid. By using the NEPA Distribution Contract or by purchasing NEPA Coins, you acknowledge, understand and agree that NEPA Coins may have no value and/or there is no guarantee or representation of liquidity for the NEPA Coins and/or the Company is not and shall not be held responsible for or liable for the market value of NEPA Coins, the transferability and/or liquidity of NEPA Coins or the availability of any market for NEPA Coins through third parties or otherwise.
By using NEPA Distribution Contract and/or by purchasing NEPA Coins, you acknowledge and agree that sending cryptocurrencies to the NEPA Token Contract through an exchange account and/or holding NEPA Coins on a cryptocurrency exchange or with another third party is at your own risk.
You understand that the development of the NEPA Software and/or Platform may be abandoned for a number of reasons, including but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel, and therefore any ongoing success in the NEPA Software and/or NEPA Platform relies solely on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the NEPA Coins distribution.
Regulatory status of cryptographic tokens, digitally cryptographic 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 NEPA Coins in various ways, including, for example, through a determination that NEPA Coins are regulated financial instruments that require registration. The Company may cease the distribution of NEPA Coins, the development of the NEPA Software and/or NEPA Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
NEPA Coins are not regulated by any central bank or other government authority. The Company provides no representation as to the legal status of the NEPA Coins in any jurisdiction. The Company does not provide investment advice with regard to the purchase of the NEPA Coins. The issuance of the NEPA Coins will be subject to your acceptance and execution of the relevant legal disclosure and agreements in connection therewith. It is your sole responsibility to seek professional advice prior to entering an Agreement between the Parties.
The industry in which the Company operates is new and may be subject to heightened oversight and scrutiny including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of 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 NEPA Coins and/or the development of the NEPA Software and/or NEPA Platform.
You understand and accept that the risks described hereof and other risks which are not specifically mentioned may cause you damage including, inter alia, the complete loss of Funds and/or NEPA Coins, and that the Company reserves the right in its sole discretion not to compensate, refund or guarantee any remedy for any damage or loss to you and/or to any third party in relation thereto.
NO PRESENTATIONS OR WARRANTIES
The Company does not make and expressly disclaims all representations and warranties, express, implied or statutory with respect to the NEPA Distribution Contract and the NEPA Coins, and 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.
You acknowledge and understand that you should not expect and there is no guarantee or representation made by the Company that you will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise. Moreover, holding NEPA Coins is not a guarantee, representation or warranty that you will be able to use the NEPA Platform, even if the NEPA Platform is launched and the NEPA Software is adopted, all of which there is no guarantee, representation or warranty made by the Company.
The NEPA Software and/or NEPA Platform might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the NEPA Software will ever be launched and there may never be an operational NEPA Platform. You should not rely on the NEPA Software or the ability to receive tokens associated with the NEPA Platform in the future. Even if the NEPA Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the NEPA Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the NEPA Coins and any tokens transferable on the NEPA Platform may become outdated. Moreover, even if completed, the NEPA Software will rely, in whole or partly, on 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 third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the NEPA Software and/or NEPA Platform.
LIABILITY LIMITATION
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSSES, DAMAGES, OR LIABILITIES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REPUTATION, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED OR CONNECTED TO THE PURCHASE, SALE OR USE OF THE TOKENS, REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE BASIS (EVEN IF THE COMPANY OR ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE); AND (B) UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COMPANY OR THE COMPANY PARTIES WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING OR CONNECTED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PURCHASED TOKENS, EXCEED THE CONSIDERATION ACTUALLY PAID THEREFOR. THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT OF THE COMPANY.
To the fullest extent permitted by applicable law, you disclaim and hold harmless the Company against any cause of action in any jurisdiction that would give rise to any damages whatsoever, and the Company shall not be liable to you for any type of damages, even if and notwithstanding the extent the Company had been advised of the possibility of such damages. You agree not to seek any refund, compensation or reimbursement from the Company, regardless of the reason, and regardless of whether the reason is identified in these Terms.
You understand and agree that the Company shall not be liable and disclaims all liability to you in connection with any force majeure event, including but not limited to, 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.
To the fullest extent permitted by applicable law, you release the Company from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of any third parties.
LOCK-UPS
The NEPA Coins sold in private sales are subject to the minimum lock-up schedule of one year, or to the longer period of time as specifically set forth in the relevant token sale agreements. Any Tokens that have not been released in accordance with such schedule shall be deemed restricted and shall not be used, sold, transferred, encumbered, swapped, or otherwise disposed.
INDEMNIFICATION
To the fullest extent permitted by applicable law, you shall fully and effectively indemnify,
defend and hold harmless the Company and its respective past, present and future employees, officers, directors, consultants, shareholders, subsidiaries, affiliates, successors and assigns (the “Company Parties”) from and against any and all claims, judgments, demands, actions, damages, losses, costs, liabilities and expenses (including reasonable professional and legal fees) that arise from or are connected or relate to:
use of the Website and/or purchase or NEPA Coins;
responsibilities or obligations under these Terms;
any breach of or violation of the Website, these Terms or the NEPA Distribution Contract;
inaccuracy in any representation or warranty;
violation by you of any rights of any other person or entity; and/or
act or omission that is negligent, unlawful or constitutes willful misconduct. Without derogating from any other indemnities available to the Company under applicable law, the Company reserves the right to exercise sole control over the defense at your expense for any and all claims.
TAXES
You acknowledge, understand and agree that the purchase and receipt of NEPA Coins
may have tax obligations and/or consequences which you are solely responsible to comply with and the Company will bear no liability or responsibility with respect to any of your tax obligations and/or consequences. You are solely responsible for determining what, if any, taxes apply to the purchase of the NEPA Coins, including, but not limited to: sales, use, value added, and any other taxes that may be applicable. It is your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction where it is liable to pay tax. The Company is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from the purchase of the NEPA Coins.
DISPUTE RESOLUTION
Any disagreement or dispute between the Parties arising under, in connection with or in
relation to these Terms shall be resolved exclusively and finally by confidential binding
arbitration in accordance with the procedures set forth in this section. The arbitration shall be conducted in Vietnam or such other location as the Parties mutually agree. The arbitration proceedings will be conducted in accordance with, and pursuant to, the then most applicable rules of arbitration (the “Arbitration Rules”) of the International Chamber of Commerce. A single neutral arbitrator (the “Arbitrator”) shall be selected pursuant to the Arbitration Rules; provided, however, that, notwithstanding the Arbitration Rules, each Party shall have the right to pre-emptively challenge any Arbitrator that has previously arbitrated any matter for either Party. The Arbitrator will have the same power (but no greater power) to grant all appropriate legal and equitable relief, both by way of interim relief and as a part of the final award, as may be granted by any court of competent jurisdiction, in order to carry out these Terms (including declaratory and injunctive relief and damages). The Arbitrator shall render an award and written opinion explaining the award, and the decisions and award of the Arbitrator shall be final and binding upon the Parties. All awards and orders of the Arbitrator, including interim relief, may be enforced by any court of competent jurisdiction. The Parties agree that the award of the Arbitrator may be enforced against them or their assets wherever they may be found and that a judgment upon the award may be entered in any court having jurisdiction thereof. The Parties hereto hereby waive to the fullest extent permitted by applicable law any rights to appeal or to review of such award by any court or tribunal. In the event of any conflict between the Arbitration Rules and the provisions of this section XIII, this Section XIII shall control.
MISCELLANEOUS
These Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Vietnam, 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.
You shall not assign your rights and responsibilities under an Agreement between the Parties without the prior written consent of the Company. Any assignment or transfer in violation of this Section XIV.2 will be void. The Company may assign its rights and responsibilities under an Agreement between the Parties to an affiliate, in which case the rights and obligations of the Parties hereunder will be binding upon and inure to the benefit of the Company’s respective successors, assigns, heirs, executors, administrators and legal representatives.
These Terms, including the exhibits attached hereto and the materials incorporated herein by reference, shall prevail to any public or other statements or presentations made by the Company regarding the Website, the NEPA Coins, the NEPA Software, the NEPA Platform or anything else pertaining to the Website and/or these Terms.
If any provision of these Terms 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.
The Company may modify these Terms at any time by posting a revised version on the Website. The modified terms will become effective upon posting. It is your responsibility to check the Website regularly for modifications to these Terms.
The failure by the Company to exercise or enforce any right or provision of these Terms 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 waivers by the Company must be unequivocal and in writing to be effective.
Nothing in these Terms 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 these Terms and no action taken by the Parties pursuant to these Terms shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to these Terms, any authority or power to bind or to contract in the name of the other Party. These Terms do not create any third party beneficiary rights in any person.
You agree and acknowledge that all agreements, notices, disclosures and other communications that the Company provides to you pursuant to these Terms or in connection with or related to your purchase of NEPA Tokens, including these Terms, may be provided by the Company, in its sole discretion, to you, in electronic form.