Updated: January 25th 2021
Please read carefully and entirely this token legal terms before purchasing ELAND tokens. If you do not agree with the terms, do not use the website and do not purchase ELAND tokens.
This Token Legal Term is entered into by and among you or the entity that you represent (“Buyer” or “You”) and ELAND ATLAS LIMITED (“Company”), a company developing IT, blockchain, gaming, data, real estate solutions and applications. Buyer and Company are herein individually referred to as a “Party” and collectively, as the “Parties”.
- WHEREAS, Company creates and develops a token to be used as a utility token to be used on the products (platforms, websites, applications and and software) built by ELand Atlas.
- WHEREAS, Company creates an ERC 20 token called ELAND which will be used as a utility token to provide access to Eco-systems of different Products.
- WHEREAS, ELAND ERC20 token is a standalone token that will have utility inside ETHERLAND products. (platforms, websites, applications and software) and other products built by the company.
- WHEREAS the Eland Token does not belong to any companies or individual.
- WHEREAS ELAND ERC 20 token can be used by any individual and companies acquiring the token on exchanges.
- WHEREAS, Buyer wants to purchase ELAND pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, Company and Buyer hereto hereby agree as follows :
I. ELAND TOKENS
ELAND is an ERC-20 utility token that is designed to be the token of purchase, utility, and action in supported play-to-earn real estate blockchain applications.
II. PURCHASE PRICE AND PAYMENT AND OTHER CONDITIONS
1. By signing this Agreement and/or by buying ELAND hereunder, Buyer expressly accepts all terms and conditions described herein and agrees to be bound thereby and comply therewith.
2. The purchase price of the ELAND will be exchanged and ELAND Atlas Ltd is not responsible for the price fluctuations.
III. USE OF ELAND TOKENS (FLC) AND LEGAL STATUS
1. Buyer understands and accepts that ELAND tokens (ELAND) will be used as a standalone utility token.
2. Buyer expressly agrees that ELAND tokens are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be a commodity or any other kind of financial instrument, do not represent any share, stake, security or equivalent rights, including, but not limited to, any right to receive future revenue shares and intellectual property rights, and do not represent any ownership right.
3. The purchase of ELAND tokens on exchanges :
- a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- b) is not a loan to Company; and
- c) does not provide Buyer with any ownership or other interest in Company.
IV. ELAND TOKENS BUYERS
1. Buyer consents that he/she will implement reasonable and appropriate measures designed to secure access to:
- a) any device associated with Buyer and utilized in connection with Buyer’s purchase of the ELAND tokens;
- b) private keys to Buyer’s wallet or account; and
- c) any other username, passwords or other login or identifying credentials.
2. In the case that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s Tokens and/or access to Buyer’s account.
3. Company has no obligation to recover any tokens and Buyer acknowledges, understands and agrees that all purchases of tokens are non-refundable and Buyer will not receive money or other compensation for any tokens purchased.
V. PURCHASE LIMITATIONS
1. Eland token is a standalone utility token and ELand Atlas or any other company or individual or team member, have very limited control over its use, the exchanges it is listed whether those exchanges are decentralized or centralized, and do not have control over the buyer’s origin and place of residency.
2. The Eland Token has been created to provide access to the ecosystems of Products (platforms, websites, applications and software) built by Eland Altas.
3. For using some features of the website buyer may be asked to go through the know your customer (“KYC”) process.
4. When swapping Eland Tokens through decentralized exchanges, the user confirms that he/she is not a citizen or permanent resident of the United States of America, China, Malaysia, Mauritius Island, South Korea, Equator, Bangladesh and has no primary residence or domicile in the United States of America, China, Malaysia, Mauritius Island, South Korea, and any territory of those countries, and it is not a resident or national of Cuba, Bolivia, Iran, Crimea, Sudan, Bangladesh, and as well as some other countries subject to United Nations Security Council Sanctions List or its United States of America equivalent List, or any jurisdiction where crypto assets transactions are explicitly prohibited.
5. By visiting/using Eland Atlas website and signing this Agreement and/or by buying ELAND tokens hereunder, Buyer represents and warrants that Buyer does not violate the laws of his/her country and the territory where he/she is located.
6. Company will not be held responsible for the use of ELAND Tokens from any person identified as a citizen or permanent resident of prohibited jurisdictions.
7. Buyer understands and agrees that it is Buyer’s obligation to ensure compliance with any legislation relevant to Buyer’s country of domicile concerning the use of the Company’s web site (www.elandatlas.com).
VI. PAYMENT OF TAXES
1. Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the ELAND tokens, including sales, use, value-added, and similar taxes.
2. Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes arising from the purchase of the ELAND tokens to the appropriate tax authorities.
3. Company bears no liability or responsibility with respect to any tax consequences to Buyer arising from the purchase of the ELAND tokens;
VII. KNOW YOUR CUSTOMER, ANTI-MONEY LAUNDERING AND ORIGIN OF BUYER’S FUNDS
1. Company reserves the right to conduct “Know Your Customer” and “Anti-Money Laundering” checks on Buyers if deem necessary or it becomes required by the applicable laws.
2. Upon Company’s request, Buyer shall immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to conduct “Know Your Customer” and “Anti-Money Laundering” checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements.
3. Company has no control over the use of ELAND tokens that are used and exchanged in a decentralized manner and therefore, shall not be held responsible for the misuse of the token.
4. The funds, including any FIAT or cryptocurrency, Buyer uses to purchase ELAND tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the ELAND tokens to finance, engage in, or otherwise support any unlawful activities. Buyer agrees to hold Company harmless of any investigation or proceedings related to the origin of Buyer’s funds transferred to Company in the course of ELAND tokens acquisition.
VIII. REFUND, CANCELLATIONS AND REPAYMENT
1. Buyer acknowledges and accepts that obtaining ELAND tokens on exchanges whether centralized or decentralized, does not make the company responsible for any events or damage occurred. Buyer acknowledges that ELAND Atlas has cannot be held liable for any matter in the process of exchanging and holding ELAND tokens.
2. Blockchain transactions cannot be reversed and Buyer’s purchase of ELAND token on exchanges is final. No refunds and/or cancellations are applicable.
IX. TRADE OF ELAND TOKENS
1. ELAND tokens are sold and transferred by Buyer at any time via cryptocurrency exchanges at his/her own risk and without any interference of Company.
X. REPRESENTATIONS AND WARRANTIES OF BUYER
By purchasing ELAND tokens, Buyer represents and warrants to Company that:
1. Buyer has all requisite power and authority to purchase tokens, and to carry out and perform its obligations under those terms.
- a) If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase tokens.
- b) If a legal entity, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
2. 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:
- a) any provision of Buyer’s organizational documents, if applicable;
- b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject;
- c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or
- d) any laws, regulations or rules applicable to Buyer.
3. The execution and delivery of, and performance under, those terms require no approval or other action from any governmental authority or person other than Buyer.
4. Buyer has sufficient knowledge and experience in business 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 Buyer’s purchase of ELAND tokens, including but not limited to, the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of tokens, and liability to Company and others for its acts and omissions, including with limitation those constituting a breach of those terms, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase Tokens.
1. Buyer expressly acknowledges, understands and agrees that Buyer is purchasing the ELAND tokens at the Buyer’s sole risk and that the ELAND tokens are acquired on an “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
2. Company expressly disclaims all express and implied warranties and representations as to the ELAND tokens. Company does not make any representations or warranties, express or implied, including:
- a) any warranties and representations with respect to the content, information, data, availability, uninterrupted access, Services, or products provided through or in connection with the ELAND token and the Website;
- b) any warranties and representations that the Website www.elandatlas.com or the server that makes it available are free of viruses, worms, trojan horses or other harmful components;
- c) any warranties and representations that the Website, its content and any Services or products provided through it are error-free or that defects in the Website, its content or the Services or products will be corrected;
- d) any warranties and representations of title or merchantability or fitness for a particular purpose with respect to the ELAND tokens or their utility, or the ability of anyone to purchase or use the ELAND any warranties and representations of non-infringement.
1. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the tokens (including those not discussed herein), all of which could render the tokens worthless or of little value. By buying ELAND tokens, Buyer represents/warrants and accepts :
a) that Tokens may be subject to expropriation and/or theft. 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. Furthermore, because the Ethereum platform rests on open source software and Tokens are based on open-source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses that may negatively affect the Tokens or result in the loss of Buyer’s Tokens, the loss of Buyer’s ability to access or control Buyer’s Tokens or the loss of Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of Tokens are not guaranteed any remedy, refund or compensation.
b) that the ELAND blockchain ERC20, like many other blockchains, is still in a development stage and is yet to be proven. Thus, there is no warranty that the process of issuing ELAND ERC20 Tokens will be uninterrupted or error-free and that the website using embedded iframe technologies www.elandatlas.com may contain weaknesses. ELAND Atlas shall not be liable for any issues arising from those technologies.
c) that tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet storing Tokens will result in loss of such Tokens, access to Buyer’s Token balance and/or any initial 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 service Buyer uses, may be able to misappropriate Buyer’s Tokens. Company is not responsible for any such losses.
d) that the Blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing Blockchain technology-based applications, which may be contrary to the current setup of the ELAND token project and which may, inter alia, result in substantial modifications of the ELAND Atlas projects and/or the ELAND token protocol, including its termination and the loss of ELAND tokens for Buyer.
e) that there is always a possibility of change of token sale, exchange and trade regulations across the world, including, but not limited to, the possibility of token sales’ ban in particular jurisdictions, and thus Company cannot be responsible for these regulatory changes, as well as cannot guarantee any refunds and cancellations in such event.
f) that the regulatory status of tokens, digital 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 tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Tokens in various ways, including, for example, through a determination that Tokens are regulated financial instruments that require registration. Company may cease the distribution of tokens or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
g) that the industry in which 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 Company and/or pursue enforcement actions against the Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may, in turn, have a material adverse effect on the Tokens.
XIII. LIMITATION OF LIABILITY AND INDEMNIFICATION
1. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Company. Company shall not be liable to Buyer 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 Company has been advised of the possibility of such damages. Buyer agrees not to seek any refund, compensation or reimbursement from Company, regardless of the reason, and regardless of whether the reason is identified.
2. To the fullest extent permitted by applicable law, in no event will the aggregate liability of Company, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, for damages of any kind under this Agreement exceed the amount received by Company from Buyer.
3. Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour 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.
4. To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, and/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 Buyer and the acts or omissions of third parties.
5. To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Company arising from or relating to:
- a) Buyer’s purchase or use of ELAND tokens;
- b) Buyer’s responsibilities or obligations under those terms;
- c) Buyer’s breach of or violation of those terms;
- d) any inaccuracy in any representation or warranty of Buyer;
- e) Buyer’s violation of any rights of any other person or entity; and/or
- f) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
Company reserves the right to exercise sole control over the defence, at Buyer’s expense, of any claim subject to indemnification under this section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
XIV. APPLICABLE LAW AND DISPUTE RESOLUTION
1. All questions concerning the construction, validity, enforcement and interpretation of this those legal terms shall be governed by and construed and enforced in accordance with the laws of the United Kingdom, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
2. Buyer and Company 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 ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined below.
3. Any Dispute not resolved within 90 days as set forth above shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be three. Each party hereto shall nominate one arbitrator. In the event that either of the two parties hereto fails to nominate an arbitrator within 30 days after the commencement of the arbitration proceedings, then the London Court of International Arbitration shall nominate an arbitrator on behalf of the party or parties hereto which have failed to nominate an arbitrator. The third arbitrator, who shall be the presiding arbitrator, shall be nominated by the two party-nominated arbitrators within 30 days of the last of their appointments.
4. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). Company and Buyer will each pay their respective attorneys’ fees and expenses.
5. Any dispute arising out of or related to those terms is personal to Buyer and Company 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 attempt 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.
1. Assignment. Buyer shall not assign those legal terms without the prior written consent of Company. Any assignment or transfer in violation of this article will be void. Company may assign those legal terms to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
2. Those legal terms, including any exhibits attached hereto and the materials incorporated herein by reference, constitute the entire legal terms 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 Company about the tokens or the Company.
3. Severability. If any provision of those legal 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 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.
4. Modification of the legal terms. Company may modify this Agreement at any time by posting a revised version on its Website. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to those terms. Those legal terms were last modified on the date listed at the beginning of this Agreement.
5. Termination of those legal terms; Survival.
- a) In the event that Buyer has obtained tokens and Company determines, in its sole discretion, that those legal terms constitute a security or other form of a financial instrument subject to regulation by any Governmental Authority, Company may immediately terminate the use and promotion of ELAND tokens. Upon such termination without compensation, in any form to the buyer.
- b) Company shall decide when those legal terms shall terminate.
- c) Upon termination of those legal terms, all of Buyer’s rights under those terms will immediately terminate.
6. No Waivers. The failure by Company to exercise or enforce any right or provision of that terms will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
7. No Partnership; No Agency; No Third-Party Beneficiaries. Nothing in those 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 those terms and no action taken by the Parties pursuant to those terms shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to those terms, any authority or power to bind or to contract in the name of the other Party. Those terms do not create any third-party beneficiary rights in any person.
8. Electronic Communications. Once login to the website www.elandatlas.com, Buyer agrees and acknowledges that all terms, notices, disclosures and other communications that Company provides Buyer pursuant to this in connection with or related to Buyer’s purchase of Tokens, including promotional material concerning the Company activities, may be provided by the Company, in its sole discretion, to Buyer, in electronic form.