Token Purchase Agreement
[NAME], [ADDRESS] (the "Participant")
Traxia Foundation, Baarerstrasse 82, 6302 Zug, Switzerland (the "Traxia Foundation")
Participant and Traxia Foundation individually a “Party” and collectively the “Parties”
This Token Purchase Agreement (the “Agreement”) contains the terms and conditions that govern the Participant's purchase of certain tokens generated and distributed by Traxia Foundation (the “Traxia Tokens”) and is entered into between the Participant and Traxia Foundation;
Traxia Foundation is a foundation established under the laws of Switzerland and registered in the commercial register of the state of Zug, and intends to distribute Traxia Tokens to Participant;
Participant intends to participate in Traxia Foundation's token generating event (the "TGE") and to acquire Traxia Tokens, and has sufficient knowledge, experience and expertise to assess risks and chances related to such acquisition.
NOW THEREFORE, in consideration of the mutual representations, warranties and agreements contained
in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Traxia Foundation and Participant agree as follows:
Participant acknowledges, understands and agrees:
It is of utmost importance that Participant carefully reviews the Traxia Terms (as defined herein) before acquiring Traxia Tokens.
Traxia Tokens have no rights, uses or attributes outside of the Traxia platform which is to include a platform designed for the provision of trade finance services (the “Project”).
Participation in the TGE and acquisition of Traxia Tokens are final, non-refundable and cannot be cancelled.
Participant may lose all amounts paid.
Traxia Tokens may have no value at all.
Traxia Foundation reserves the right to refuse or cancel the TGE and the acquisition of Traxia Tokens at any time in its sole discretion.
Other participants who acquire Traxia Tokens at different times or even at the same time as you may receive different numbers of tokens for the amount paid.
The risks associated with the acquisition of Traxia Tokens are specifically set forth in section 8.
2. Acceptance of Agreement and Purchase of Traxia Token
2.1 Effective Time. This Agreement shall be effective and binding on the Parties when Participant: (a) signs the agreement and thereby indicates that Participant has read, understands and agrees to the terms of this Agreement and the Traxia Terms (as defined herein); or (b) upon Traxia Foundation’s receipt of payment from Participant (such time, the “Effective Date”).
2.3 White Paper, TGE Terms and other materials. Traxia Foundation's white paper (as may be amended from time to time, the “White Paper”), the terms of the TGE (as may be amended from time to time, the “TGE Terms”) and other materials concerning Project and the sale of Traxia Tokens, all available at https://www.traxia.co (all together the "Traxia Terms"), are hereby incorporated by reference and are integral parts of this Agreement.
3. Token Distribution
3.1 Traxia Foundation's Obligations re Token Distribution. Traxia Foundation shall allocate and distribute Traxia Tokens (the “Token Distribution”) to Participants in accordance with this Agreement and the Traxia Terms. Participants paying in US Dollars, ETH, BTC or BNB shall be distributed the TM2 before July 31st 2019.
3.2 Participant's Obligations re Token Distribution. As a condition precedent to any distribution by Traxia Foundation of any Traxia Tokens, Participant shall provide an accurate digital wallet address to Traxia Foundation for receipt of any Traxia Tokens distributed to Participant.
Participant shall pay the following amount and will receive the following number of Traxia Tokens:
From June 10th to July 30th 2019:
Amount in Binance Coin (BNB): 0.00006535 BNB or
equivalent amount in ETH, BTC, USD: daily rate at 12:30 UTC+8 (https://coinmarketcap.com/)
Amount in TMT: 1 TMT
Number of Traxia TM2: 1 TM2
The aforementioned amount is payable to one of the following accounts of Traxia Foundation (please indicate):
Bank Transfer: IBAN: CH[tba]; SWIFT: [tba]
ETH wallet: 00x3E702d3398ace8C41E8FF8173E15926b9601BDaC
BTC wallet: 16UdtBL9AEsoC9AZq9gP9k8Yqh1VKaN51Y
BNB wallet: bnb1um08j48zjtka2jkk79zcqyh4ufgr0n0ugxzkzz
TMT wallet: 0x5D566B9eAc60c058537feBb4bF9814fef54aEcBA
3.3 Allocation and Sale of Traxia Tokens to Traxia Foundation Parties. Participant consents to the participation of Traxia Foundation’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of Traxia Tokens, including people who may work on the development and implementation of the Project or who may work for Traxia Foundation’s future businesses that Traxia Foundation may establish with a portion of the proceeds from the Token Distribution (such parties, “Traxia Foundation Parties”).
3.4 Sources and Uses of Funds.
a) Use of Funds. Participant shall not use the Traxia Tokens to finance, engage in, or otherwise support any unlawful activities, including without limitation money laundering activities.
b) Payments. All payments by Participant under this Agreement shall be made only in Participant’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 otherwise forbidden or restricted under any applicable laws, statutes, ordinances, rules, regulations, directives, judgments, injunctions, orders and decrees, as these may be amended from time to time (together, the “Applicable Laws”).
c) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by Applicable Laws, Participant shall comply with all anti-money laundering and counter-terrorism financing requirements. Participant shall in particular provide the information as specified in the Appendix of this Agreement.
4. No Creation of Other Rights
4.1 No Claim, Loan or Ownership Interest. The purchase of Traxia Tokens (i) shall not provide Participant with rights of any form with respect to Traxia Foundation, its governance, its decision-making or its revenues or assets, including without limitation any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights or rights in relation to allocation and use of funds; (ii) shall not be deemed to be a loan to Traxia Foundation; and (iii) shall not provide Participant with any ownership or other interest in Traxia Foundation or the Project.
4.2 Intellectual Property. Traxia Foundation shall retain all right, title and interest in all of Traxia Foundation’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon or under development. Participant shall not use any of Traxia Foundation’s intellectual property for any reason without Traxia Foundation’s prior written consent.
5. Security and Data; Taxes and Fees
5.1 Security and Data Privacy.
a) Participant’s Security. Participant shall implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Participant and utilized in connection with Participant’s acquisition of Traxia Tokens; (ii) private keys to Participant’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Participant is no longer in possession of Participant’s private keys or any device associated with Participant’s account or is not able to provide Participant’s login or identifying credentials, Participant acknowledges and understands that it may lose all of its Traxia Tokens or access to its account. In such event, Traxia Foundation shall be under no obligation to recover any Traxia Tokens, and Participant acknowledges, understands and agrees that all purchases of Traxia Tokens are non-refundable and Participant shall not receive money or other compensation for any Traxia Tokens acquired.
b) Additional Information. Upon Traxia Foundation’s request, Participant shall immediately provide to Traxia Foundation information and documents that Traxia Foundation, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules, directives or agreements, including without limitation judicial process. Such documents include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Participant hereby consents to Traxia Foundation disclosing such information and documents in order to comply with Applicable Laws or agreements. Traxia Foundation may, in its sole discretion, refuse to distribute Traxia Tokens to Participant until such requested information is provided.
5.2 Taxes. Participant shall be solely responsible for compliance with any tax obligations arising from the acquisition or receipt of Traxia Tokens. Traxia Foundation shall bear no liability or responsibility with respect to any tax obligation of Participant in respect of the acquisition and receipt of any Traxia Tokens.
6. Representations and Warranties
6.1 Participant Representations and Warranties. Participant represents and warrants to Traxia Foundation as of the Effective Date the following:
a) Authority. Participant has all requisite power and authority to execute and deliver this Agreement, to purchase Traxia Tokens, and to carry out and perform its obligations under this Agreement.
If an individual, Participant is at least 18 years old and of sufficient legal age and capacity to purchase Traxia Tokens. If a legal person, Participant is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
b) No Restrictions. Participant is not subject to a jurisdiction where the distribution, acquisition, holding and resale of Traxia Tokens is restricted (including without limitation the U.S., Canada, U.K., Singapore, North and South Korea, Hong Kong, China).
c) No Conflict. 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 Participant’s organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which Participant 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 Participant is a party or by which it is bound; or (iv) any laws, regulations, directives or rules applicable to Participant.
d) No Consents or Approvals. The execution and delivery of, and performance under, this Agreement requires no approval or other action from any governmental authority or person other than Participant.
e) Participant Status. Participant is not subject to any events disqualifying the Participant for the acquisition of Traxia Tokens (a “Participant Event”), and there is no proceeding or investigation pending or, to the knowledge of Participant, threatened by any governmental authority, that would reasonably be expected to become the basis for a Participant Event.
f) Participant Knowledge and Risks of Project. Participant has sufficient knowledge, expertise and experience in business, technology 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), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Participant’s acquisition of Traxia Tokens, including without limitation to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Traxia Tokens, and liability to the Traxia Foundation, Traxia Foundation Parties and others for its acts and omissions, including without limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Participant has obtained sufficient information, also by consulting with legal, investment, tax, accounting and other advisors and experts, in order to make an informed decision to acquire Traxia Tokens.
g) Funds; Payments. The funds Participant uses to purchase Traxia Tokens, including any fiat, virtual currency or cryptocurrency, are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing.
h) No Investment. Participant is not participating in the Token Distribution or acquiring Traxia Tokens for investment purposes.
i) No Speculation. Participant is not acquiring Traxia Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
j) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by Applicable Laws, Participant has complied with all anti-money laundering and counter-terrorism financing requirements, and has provided all the information as set forth in the [Appendix] of this Agreement truly and comprehensively.
k) Sanctions Compliance. Neither Participant, nor any person having a direct or indirect beneficial interest in Participant or Traxia Tokens being acquired by Participant, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
6.2 No Traxia Foundation Representations and Warranties.
a) To the fullest extent permitted by Applicable Laws, Traxia Foundation expressly disclaims all representations and warranties, express, implied or statutory.
b) With respect to the Traxia Tokens, their utility and the ability of anyone to acquire or use the Traxia Tokens, Traxia Foundation 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.
c) Traxia Foundation Parties disclaim all representations and warranties that the process of acquiring or receiving the Traxia Tokens will be uninterrupted or error-free, or that the Traxia Tokens are reliable or error-free.
7. Participant Acknowledgments and Consents
7.1 Agreement and Traxia Terms. Participant acknowledges and understands that Participant has read in full, understands and agrees to (i) this Agreement and the terms and conditions to which Participant is bound, and (ii) the Traxia Terms.
7.3 Procedures for Acquisition. By acquiring Traxia Tokens, Participant acknowledges, understands and agrees to the procedures set forth on the Website for acquiring Traxia Tokens. Participant acknowledges and understands that: (a) failure to use the Website and follow such procedures will result in Participant’s failure to receive Traxia Tokens, (b) Participant will lose some or all of the amounts paid for Traxia Tokens, and (c) the receipt or acquisition of Traxia Tokens through any other means is not sanctioned or agreed to in any way by Traxia Foundation.
7.4 Traxia Foundation’s Use of Proceeds. Participant acknowledges, understands and agrees that the proceeds from the sale of the Traxia Tokens may be utilized by Traxia Foundation in its sole discretion, as further described and detailed in the Traxia Terms.
7.5 No Offering of Investment, Securities, Commodities, or Swaps. Participant acknowledges and understands that: (a) the sale of Traxia Tokens and the Traxia Tokens themselves have not been registered as investments, currencies, securities, commodities, swaps on a currency, security or commodity, or a financial asset or instrument of any kind; (b) purchases and sales of Traxia Tokens are not subject to the protections of any laws governing those types of financial instruments; and (c) this Agreement and all other documents referred to in this Agreement, including the Traxia Terms, 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.
8. Participant Acknowledgments of Risks
Participant acknowledges and understands that Traxia Tokens may have no value and that Participant may lose all amounts paid. Participant has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the Traxia Tokens (including those not discussed herein), all of which could render the Traxia Tokens worthless or of little value:
8.1 Basis for Purchase. Purchasing Traxia Tokens is at Participant’s sole risk, and the Traxia 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 Traxia Foundation. Participant must rely on its own examination and investigation thereof.
8.2 No Rights, Functionality or Features. Traxia Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Project.
8.3 Project. Traxia Tokens may not be usable on the Project and do not entitle Participant to anything with respect to the Project.
8.4 Purchase Price Risk. There are no guarantees as to the price of Traxia Tokens acquired by Participant, and no guarantees that the price per Traxia Token determined by the market will be equal to or higher. There is the possibility that the price per Traxia Token may fall below the price paid by initial Participants for Traxia Tokens during the initial distribution period. Traxia Foundation reserves the right to change the duration of any timeframe for the distribution of Traxia Tokens, including without limitation the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.
8.5 Blockchain Delay Risk. Transactions may not be recorded in the last-closed ledger until the transaction has been ratified through applicable algorithm. Timing of ratification may occur at random times. As a result, the last-closed ledger may not include Participant’s transaction at the time Participant expects and Participant may not receive Traxia Tokens on the same day Participant acquires the Traxia Tokens.
8.6 Ledger. Transactions may be delayed or lost due to operational error or malicious attacks by third parties. Participant acknowledges and understands that the last-closed ledger may not include Participant’s transaction when Participant wants or expects and that Participant’s transaction may be excluded or discarded entirely.
8.7 Operational Error. Participant may never receive Traxia Tokens and may lose the entire amount Participant paid to Traxia Foundation for such Traxia Tokens as a result of interruptions and operational errors in the process of purchasing or receiving the Traxia Tokens.
8.8 Ability to Transact or Resell. Participant may be unable to sell or otherwise transact in Traxia Tokens at any time, or for the price Participant paid due to (a) diminution in value of the Traxia Tokens; or (b) lack of liquidity for the Traxia Tokens.
8.9 Token Security. Traxia Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Traxia Tokens and the Traxia platform in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Traxia platform rests on open source software and Traxia Tokens are based on open source software, there is the risk that their protocol may contain intentional or unintentional bugs or weaknesses which may negatively affect the Traxia Tokens or result in the loss of Participant’s Traxia Tokens, the loss of Participant’s ability to access or control Participant’s Traxia Tokens or the loss of any other assets in Participant’s account. In the event of such a software bug or weakness, there may be no remedy, and holders of Traxia Tokens are not guaranteed any remedy, refund or compensation.
8.10 Access to Private Keys. Traxia Tokens acquired by Participant may be held by Participant in Participant’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 Participant’s digital wallet or vault storing Traxia Tokens may result in loss of such Traxia Tokens, access to Participant’s Token balance or any balances in blockchains created by third parties. Moreover, 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 Participant uses, may be able to misappropriate Participant’s Traxia Tokens. Traxia Foundation is not responsible for any such losses.
8.11 New Technology. The Project and all of the matters set forth in the Traxia Terms are new and untested. The Project might not be capable of completion, implementation or adoption. Even if the Project is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the Project may not have functionality that is desirable or valuable.
8.12 Tax Consequences. Acquisition and receipt of Traxia Tokens may have tax consequences for Participant. Participant is solely responsible for compliance with Participant’s tax obligations.
8.13 Reliance on Third-Parties. Even if completed, the Project may 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 Project.
8.14 Failure to Map a Public Key to Participant’s Account. Failure of Participant to map a public key to Participant’s account may result in third parties being unable to recognize Participant’s Traxia Token balance.
8.15 Changes to the Project. The Project is still under development and may undergo significant changes over time. Although Traxia Foundation intends for the Project to have the features and specifications set forth in the White Paper and any other Traxia Terms, Traxia Foundation may make changes to such features and specifications for any number of reasons, any of which may mean that the Project does not meet Participant’s expectations. As a result: (a) the Project may never be completed; (b) the Project may not be completed as initially proposed by Traxia Foundation, and in a different or modified form; (c) a blockchain utilizing or adopting features of the Project may ever be launched; and (d) a blockchain may never be launched with or without changes to the Project.
8.16 Project Completion. The development of the Project may be abandoned for a number of reasons, including without limitation the lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
8.17 Lack of Interest. Even if the Project is finished, launched and adopted, the ongoing success of the Project relies 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 Project.
8.18 Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how, when or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how, when or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Traxia Tokens in various ways, including, for example, through a determination that Traxia Tokens are regulated financial instruments that require registration. Traxia Foundation may cease the distribution of Traxia Tokens, the development of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
8.19 Risk of Government Action. The industry in which Traxia Foundation operates is heavily regulated and the Project is new. It may thus 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 Traxia Foundation or pursue enforcement actions against Traxia Foundation. Such governmental activities may or may not be the result of targeting Traxia Foundation in particular. All of this may subject Traxia Foundation to judgments, settlements, fines or penalties, or cause Traxia Foundation to restructure its operations and activities or to cease offering certain products or services, all of which could harm Traxia Foundation’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Traxia Tokens or the development of the Project.
9. Limitation of Liability; Indemnification
9.1 Limitation of Liability. To the fullest extent permitted by Applicable Laws, Participant disclaims any right or cause of action against Traxia Foundation of any kind in any jurisdiction that would give rise to any damages whatsoever, on the part of Traxia Foundation. Traxia Foundation shall not be liable to Participant 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 Traxia Foundation has been advised of the possibility of such damages. Participant agrees not to seek any refund, compensation or reimbursement from a Traxia Foundation Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement. Traxia Foundation is not and shall not be responsible for or liable for the market value of Traxia Tokens, the transferability or liquidity of Traxia Tokens or the availability of any market for Traxia Tokens through third parties or otherwise.
9.2 Damages. Under no circumstances shall the liability of Traxia Foundation and the aggregate joint liability of Traxia Foundation and the Traxia Foundation Parties, whether in contract, warrant, tort or other theory, for damages to Participant under this Agreement exceed the amount received by Traxia Foundation from Participant.
9.3 Force Majeure. Participant understands and agrees that Traxia Foundation shall not be liable and disclaims all liability to Participant 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.
9.4 Release. To the fullest extent permitted by Applicable Laws, Participant releases Traxia Foundation from responsibility, liability, claims, demands, 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 Participant and the acts or omissions of third parties.
a) To the fullest extent permitted by Applicable Laws, Participant shall indemnify and reimburse Traxia Foundation from any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel) incurred by Traxia Foundation arising from or relating to: (i) Participant’s purchase or use of Traxia Tokens; (ii) Participant’s responsibilities or obligations under this Agreement; (iii) Participant’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Participant; (v) Participant’s violation of any rights of any other person or entity; or (vi) any act or omission of Participant that is negligent, unlawful or constitutes willful misconduct.
b) Traxia Foundation reserves the right to exercise sole control over the defense, at Participant’s expense, of any claim subject to indemnification under this Section 9.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Participant and Traxia Foundation or in any applicable law.
10. Dispute Resolution
10.1 Informal Dispute Resolution. Participant and Traxia Foundation 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 (a “Dispute”). If the Parties are unable to resolve a Dispute within sixty (60) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by the competent courts as set forth in this Agreement.
10.2 No Class Actions, Representative Actions or Alike. Any dispute arising out of or related to this Agreement is personal to Participant and Traxia Foundation and shall not be brought as a class action or any other type of representative proceeding. There shall be no class action or action 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 court, or on behalf of any other individual or group of individuals.
11.1 Assignment. Participant shall not assign this Agreement without the prior written consent of Traxia Foundation. Any assignment or transfer in violation of this clause 11.1. shall be null and void. Traxia Foundation may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement and the rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
11.2 Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, 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 Traxia Foundation about the Traxia Tokens or the Project.
11.3 Severability. 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.
11.4 Termination of Agreement; Survival. This Agreement shall terminate upon the completion of all sales in the Token Distribution. Traxia Foundation reserves the right to terminate this Agreement, in its sole discretion, in the event that Participant breaches this Agreement. Upon termination of this Agreement: (a) all of Participant’s rights under this Agreement immediately terminate; (b) Participant is not entitled to a refund of any amount paid; and (c) sections 4., 5., 7., 8., 9., 10. and 11. shall continue to apply in accordance with their terms.
11.5 No Waivers. The failure by Traxia Foundation to exercise or enforce any right or provision of this Agreement shall not constitute a present or future waiver of such right or provision, nor limit Traxia Foundation’s right to enforce such right or provision at a later time. All waivers by Traxia Foundation must be unequivocal and in writing to be effective.
11.6 Electronic Communications. Participant agrees and acknowledges that all agreements, notices, disclosures and other communications that Traxia Foundation provides Participant pursuant to this Agreement or in connection with or related to Participant’s purchase of Traxia Tokens, including this Agreement and the Traxia Terms, may be provided by Traxia Foundation, in its sole discretion, to Participant in electronic form.
12. Governing Law and Venue
12.1 Governing Law. This Agreement shall be governed by, interpreted and construed in accordance with the substantive laws of Switzerland, without giving effect to its conflict of laws principles.
12.2 Venue. Any claim or dispute arising out of this Agreement shall be submitted to the exclusive jurisdiction of the competent courts in Zug, Switzerland, and Participants hereby submit irrevocably to the jurisdiction of such courts with the exclusion of any other jurisdiction and formally waive any and all claims with respect thereto including any claim of forum non conveniens.