PRIVI TERMS AND CONDITIONS (T&C) - PRIVI TOKEN SALE
Company Overview The – PRIVI Chain, Inc - (hereinafter „The Company“ or “PRIVI”) was incorporated in the British Virgin Islands. The company has designed, built, and deployed a state of the art web based platform which allows users to control the fluidity of information over web based systems. Users can receive PRIVI Tokens known as „PRIVI“ and other PRIVI tokens related to the apps on the PRIVI ecosystem that will work alongside the newly developed ecosystem by the company. These PRIVI Tokens will be built using distributed ledger technology which contains unchangeable code functions, leveraging software which will enable its users to own and exchange a specific type of PRIVI Token. In order to fund development of the platform, organizational costs and other expenses the company initiates a token sale campaign to offer software tokens for sale to users, charitable donors, and others interested in the promotion and distribution of the company offering.
Overview of Network and Services PRIVI is a platform that uses elements of blockchain, and web based data transfer to enable users to interact with online data in a unique way. The PRIVI ecosystem will be built on Ethereum related blockchain technology (EVM) and accessible from most computer and mobile devices with a private wallet.
TERMS AND CONDITIONS -- DISCLAIMERS PLEASE READ THESE TERMS OF PRIVI TOKEN SALE CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS AND EXHIBITS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE PRIVI TOKENS.
Your purchase of PRIVI Token, and any PRIV (“PRIVI Tokens”, “PRIVI Token”, “PRIVI”) during the PRIVI Token sale period (“Sale Period”) from PRIVI (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you (“User”, “Purchaser”) and Company is a “Party,” and together the “Parties.” For purposes of this agreement, PRIVI Tokens may include every and all Tokens released by PRIVI for the PRIVI ecosystem, including so called (d)app tokens relating to the (d)apps in the PRIVI ecosystem.
By purchasing PRIVI Tokens from us during the Sale Period, 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 firstname.lastname@example.org
Updates to the Terms and Conditions of the PRIVI Token Sale: PRIVI Token reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during and after the sale by posting the amended Terms on the PRIVI website www.priviprotocol.io
Any Purchaser will be deemed to have accepted such changes by purchasing a unit, PRIVI Tokens, engaging with our website, or undertaking any action for the advancement of the project. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase the unit or any PRIVI Tokens on offer.
You and PRIVI agree as follows:
Purpose and Use of PRIVI Tokens in the Network
The purpose of the PRIVI Tokens is to facilitate the network protocol being created and released by the Company which allows users to transfer and share data in a decentralized manner (the “Network”) utilizing blockchain technology backed with a website that allows members to exchange digital information (collectively, the “Services”). These services, website, and software applications are designed to complement certain social objectives aimed to promote social inclusion of all users of the ecosystem. The PRIVI Tokens issued during the sale period are intended to facilitate the provision of Services from the Company through the Company’s software applications, and product development which serves as a user interface and development platform on the Network. Important additional details regarding the Network, Services, and Company are provided on the website and may be subject to change.
This is not a solicitation for investment and in no way is intended as an offering of securities in any jurisdiction. This is a crowdfunding project where those who contribute certain amounts of funds will be rewarded with PRIVI Tokens. Since the PRIVI Tokens are designed only for particular uses with respect to the PRIVI Token ecosystem, it is not necessarily merchantable and does not necessarily have any other use or value. PRIVI views our PRIVI Token(s) as a kind of consumable virtual fuel or tool(s) without any specific outlook or expectation on its merchantability or market price.
I. NON-FINANCIAL NATURE OF OUR PRIVI TOKENS Being a transfer mechanism to establish the level of participation by a user to enable us to develop the PRIVI Token Ecosystem, by its design the PRIVI Token is NOT and shall in NO case be understood, deemed, interpreted or construed as: (i) any kind of currency or money, whether fiat or not; (ii) equity interest, voting or non-voting securities (or its like) in, or claims against, PRIVI including its members, shareholders, consultants, directors or any other entity in any jurisdiction; (iii) equity or debt investment of any kind in any venture; (iv) any securities having intrinsic value or market price; (v) any form of financial derivatives; (vi) any commercial paper or negotiable instrument; (vii) any form of investment contract between the relevant holder and any other person; (viii) any commodity or asset that any person is obliged to redeem or purchase; or (ix) any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.
For more information about PRIVI, Services, the website, or the PRIVI Token Sale Event, please visit www.priviprotocol.io (the "Site", "Website"), The PRIVI Token Sale Event or Terms of Services, or Terms of PRIVI Token Sale.
II. SALE AND PURCHASE – PRIVI TOKEN SALE EVENT PARTICIPATION (i) Participation in the PRIVI Token sale is voluntary. No person will be deemed as committed or obliged to participate in the PRIVI Token Sale Event or purchase any PRIVI Tokens for visiting the site, registering himself/herself with the site, requesting or reading any materials (such as these Disclaimers, or the Whitepaper) made available by PRIVI website or communicating with PRIVI in any manner. Since Purchase ofPRIVI Tokens during this PRIVI Token Sale Event is made on a purely voluntary basis, it should be understood that Purchase, holding or use of any PRIVI Token is not risk-free. See “Risk Factors” discussed below for details. (ii) Each person shall only participate in the PRIVI Token Sale Event (a “Purchaser”) through the personal wallet account. (iii) Each Purchaser will, upon participating in the PRIVI Token Sale Event, be deemed as having perused and comprehended these Disclaimers and the Terms of PRIVI Token Sale in full (inter alia, the risk factors set forth below) and having voluntarily accepted all the warranties and disclaimers made and the risks disclosed hereunder. (iv) Relevant PRIVI Tokens subscribed by any Purchaser will be sent by PRIVI Token to their address specified by the Purchaser during sign up or the contribution address of the Purchaser unless specifically agreed otherwise. (v) PRIVI shall be entitled to take any action to identify any Purchaser at any time, even after the close of the payment window. If PRIVI Token conducts “know your customer” exercises or any other kind of customer due diligence to verify the identities of all or part of the Purchasers, the Purchasers concerned shall timely provide all such information and meet all such requests as may be sought or instructed by PRIVI for that purpose. (vi) If PRIVI discovers the purchase of PRIVI Tokens by any Purchaser violating any anti-money laundering, counter-terrorism financing or other regulatory requirements, such purchase shall be invalid with retroactive effect and PRIVI shall be entitled to immediately deny the relevant person’s admissibility to the PRIVI Token Sale Event, reject delivery of any PRIVI Token and request return of any delivered PRIVI Tokens, irrespective of any payment that could have been made by that Purchaser.
Security You are responsible for implementing reasonable measures for securing the wallet, or other storage mechanisms you use to receive and hold PRIVI Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your PRIVI Tokens. We are not responsible for any such losses.
WARNING: DO NOT PURCHASE PRIVI TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS
Purchases of PRIVI Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, like Ethereum (“ETH”), Binance Coin (“BNB”), Bitcoin (“BTC”) and blockchain based software systems. Purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the PRIVI Team can be available to assist Purchasers of PRIVI Tokens during the sale, PRIVI will not be responsible for lost cryptocurrency, or other resulting from actions taken by, or omitted by Purchasers. Note, in particular, that our PRIVI Token Purchasers should take great care to write down their wallet private keys and not lose it so as to be sure that they will be able to access their PRIVI Token when they become available during or after any sale. If you do not have such experience or expertise, then you should not purchase PRIVI Tokens or participate in the sale of PRIVI Tokens.
REPRESENTATIONS AND WARRANTIES (i) To participate in the PRIVI Token Sale Event, each Purchaser shall represent and warrant that: (a) All the information submitted by him/her to PRIVI Token is true, complete, valid and not misleading; (b) He/she is not a citizen, tax resident or green card holder of the United States of America, Singapore, South Korea, or China, any country on the OFAC Sanctions Lists or any other country in which the use of such instruments is legally prohibited or not clearly established; (c) He/she is of sufficient age to participate in the PRIVI Token Sale Event and is a natural person with full civil capacity of conduct under the laws of the jurisdiction where he/she is domiciled or maintains citizenship; (d) He/she is a seasoned participant, backer, expert, technician and/or professional in the fields of blockchain, distributed ledger technology and crypto-tokens, cryptocurrency and financial markets and is fully aware of the risks associated with the development and use of the PRIVI Token and ecosystem; (e) His/her participation in the PRIVI Token Sale Event is voluntary and based on his/her own independent judgment without being coerced, solicited or misled by anyone else; (f) He/she is permitted by the laws of each jurisdiction to participate in the PRIVI Token Sale Event and is legally permitted to acquire, receive and hold crypto-tokens; (g) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority is required on his/her part in connection with the participation in the PRIVI Token Sale Event; (h) He/she is experienced in and capable of maintaining and safekeeping the private key(s) of the sending address out of which he/she makes any payment for purchasing the Token; (i) He/she only uses such crypto-tokens as lawfully acquired through mining and/or trading to make payment in the PRIVI Token Sale Event and does not participate in the PRIVI Token Sale Event for any money-laundering, terrorism financing or other illicit purpose; (j) He/she aims to acquire PRIVI Tokens from PRIVI primarily for using the designed functions of the PRIVI Token Ecosystem without expectation of any profit or financial yield and does not contemplate to use PRIVI Tokens for any financial, speculative, illegal or unethical purpose; and (k) he/she is participating in the PRIVI Token Sale Event for his/her own benefit and is not acting as a nominee or agent for or on behalf of any third party.
All the above representations and warranties made by a Purchaser shall be true, complete, accurate and non-misleading on and from the date of that Purchaser making a payment hereunder throughout the PRIVI Token Sale Event and onwards. PRIVI Token reserves the right to reject and invalidate the payment by, and withhold the relevant PRIVI Tokens from, any Purchaser who has made a false representation in the sole judgment of PRIVI. We do not operate or maintain all aspects of the Network, and as such, we have no responsibility or liability for the Network or any ability to control third parties’ use of the Network. Ownership of PRIVI Tokens carries no rights, express or implied, other than the right to use PRIVI Tokens as a means to enable usage of and interaction with the Network, if successfully completed and deployed. In particular, you understand and accept that PRIVI Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Network and/or Company and its affiliates, other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in these Terms and applicable Network Terms and Policies (as defined below). You understand and accept that the PRIVI Tokens are not intended to be used as a digital currency, security, commodity or any other kind of financial instrument.
Scope of Terms Unless otherwise stated herein, these Terms govern initially your purchase of PRIVI Tokens from us during the Sale Period. Any use of PRIVI Tokens in connection with providing or receiving Services in the Network might be governed additionally by other applicable terms and policies, collectively, the “Terms and Policies”. As mentioned above, we may add new terms or policies to the Network Terms and Policies in our sole discretion, and may update each of the Network Terms and Policies from time to time according to modification procedures PRIVI may choose to implement. To the extent of any conflict with these Terms, the Network Terms and Policies shall control with respect to any issues relating to the use of PRIVI Tokens in connection with providing or receiving Services in the Network.
Cancellation; Refusal of Purchase Requests Your purchase of PRIVI Tokens from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel PRIVI Token purchase requests at any time in our sole discretion.
Terms of PRIVI Token Sale: Procedures and Specifications Important information about the procedures and material specifications of our PRIVI Token sale is provided in the documents you receive for a sale, e.g. a SAFT. By purchasing PRIVI Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
Acknowledgment and Assumption of Risks You acknowledge and agree that there are risks associated with purchasing PRIVI Tokens, holding PRIVI Tokens, and using PRIVI Tokens for providing or receiving Services in the Network. If you have any questions regarding these risks, please contact us via our website. BY PURCHASING PRIVI TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
Personal Information We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling PRIVI Tokens to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell or distribute PRIVI Tokens to you until you provide such requested information and we have determined that it is permissible to distribute you PRIVI Tokens under applicable law or regulation.
Taxes The purchase price that you pay for PRIVI Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of PRIVI Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of PRIVI Tokens.
Representations and Warranties By purchasing PRIVI Tokens, you represent and warrant that: You have read and understand these Terms; You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the PRIVI Tokens; You have obtained sufficient information about the PRIVI Tokens to make an informed decision to purchase the PRIVI Tokens; You understand that the PRIVI Tokens confer only the right to provide and receive Services in the Network and confer no other rights of any form with respect to the Network or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; You are purchasing PRIVI Tokens to provide or receive Services in the Network and to support the development, testing, deployment and operation of the Network. You are not purchasing PRIVI Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes; Your purchase of PRIVI Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the PRIVI Tokens, using the PRIVI Tokens in the Network, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of PRIVI Tokens;
If you are purchasing PRIVI Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly); You are not a resident or domiciliary of The United States of America, South Korea, China, or any country on the OFAC Sanctions Lists, or purchasing PRIVI Tokens from a location in either of these jurisdictions; and You are not
(i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf. You understand and acknowledge that title to, and risk of loss of, PRIVI Tokens you receive from the Smart Contract System.
Indemnification To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:
(i) your purchase or use of PRIVI Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity. The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under the applicable sections of the agreement herein. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.
Disclaimers TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE PRIVI TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE PRIVI TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE PRIVI TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE PRIVI TOKENS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE PRIVI TOKENS OR THE DELIVERY MECHANISM FOR PRIVI TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE PRIVI TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM 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 THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE PRIVI TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE PRIVI TOKENS..
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
Release To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from 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 users and the acts or omissions of third parties. You expressly waive any rights you may have under principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Total waiver of Liability You hereby warrant and agree that the Company, its directors, members, shareholders or any other party associated with PRIVI shall not be liable for any losses associated with the use of, creation, development, obtaining, transfer, holding, or your general participation in the PRIVI Token Sale event or possession of the PRIVI Tokens. You further warrant and agree that you hereby hold the company, its members, directors, or shareholders harmless for any non-development of software features or project development associated with the PRIVI Token project. Any forecasts, figures, suggestions, designs, or ideas are subject to change, compliance, regulations, and development fees. In the event that PRIVI Token does not create, develop, or deploy any of its ideas or suggestions provided on its website, white paper, or in any press release. The company, directors, members, shareholders shall not be liable for any losses or breach of this agreement.
DISPUTE RESOLUTION -- ARBITRATION
Binding Arbitration Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company
(i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Process Arbitration will be conducted confidentially. Any Dispute shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (“LCIA”) in accordance with the Arbitration Rules of England and Wales, for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be England.
The Tribunal shall consist of one (1) or three (3) arbitrator(s). The language of the arbitration shall be English. The English judicial system will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. All costs of arbitration will be borne and maintained by you.
Authority of Arbitrator(s) As limited by these Terms and the applicable LCIA rules, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Severability of Dispute Resolution and Arbitration Provisions. If any term, clause or provision of this Section is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
Governing Law and Venue These Terms will be governed by and construed and enforced in accordance with the laws of the United Kingdom (specifically the British Virgin Islands) without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual disputes of claims) that is not subject to arbitration will be resolved in the courts of England applying the laws of the British Virgin Islands.
Severability If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Miscellaneous These Terms constitute the entire agreement between you and us relating to your purchase of PRIVI Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at our website. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing PRIVI Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
Waiver The parties hereto agree to a uniform waiver of any and all claims in equity, contract, or criminal, against one another whether known, unknown, or anticipated.
Assignment The user may not assign this agreement under any circumstances. The Company may assign it to a third party or other corporation.