MINT Token Sale Terms and Conditions

The following Terms and Conditions (“Terms”) govern the MINT Token Sale (“MINT Token Sale“). The MINT Token Sale is offered by MINT Global Ltd. (“Company”) a registered British Virgin Islands Company limited by shares. 

Company is a wholly-owned subsidiary of Public Mint Inc., a state of Delaware corporation (“Public Mint”) which has developed a platform for tokenising fiat (the “PM Platform”). The Company, in cooperation with Public Mint, is developing a cryptographic token (the “MINT Token”) to support the governance of the EARN Program and its viability, that the Company will run on PM Platform (collectively, the “Public Mint Project”).

You should refer to the MINT Global EARN Litepaper (the “MINT Litepaper”) for further information about the MINT Token, the PM Platform, the Public Mint Project and related matters.

IMPORTANT WARNINGS

This document does not constitute a solicitation for any investment. By participating in the MINT Token Sale, you expressly acknowledge and represent that you have carefully read these Terms and fully understand the risks, costs, and benefits of purchasing MINT Tokens and agree to be bound by these Terms. You further confirm that you have read, fully understand and agree with the Privacy Policy, MINT Litepaper and all other documents and disclosures regarding MINT Tokens (“Company Documents”) and expressly accept all terms, conditions, obligations, affirmations, representations and warranties described in the Company Documents and agree to be bound by them.

WARNING: PURCHASER IS RESPONSIBLE TO ENSURE THAT HE IS BY LAW OF HIS JURISDICTION ALLOWED TO PURCHASE MINT TOKENS 

You declare that you are not a citizen, permanent resident, agent or representative for any entity of (a) the United States of America or (b) any jurisdiction where (i) the purchase, possession, transfer, use or other transaction involving any amount of MINT Tokens or (ii) the accessing of, referencing to, engaging in, or otherwise using this Website, is illegal or restricted under applicable law.You declare that your funds in no way came from illegal or unethical sources, that you are not using any proceeds of criminal or illegal activity, and that no transaction involving MINT Tokens are being used to facilitate any criminal or illegal activity.You agree to indemnify, defend, and hold the Company and any of its subsidiaries, affiliates, directors, officers, employees, agents, successors, advisors, and permitted assignees (each, a “Company Indemnitee” or “Company Party”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, fines, penalties, liabilities or other negative adverse effects (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (each, a “Loss”) filed or incurred by any third party against Company or the Company Indemnitees arising out of a breach of any warranty, representation, or obligation hereunder or under the Company Documents. If any Loss occurs as a result of your participating in the Initial MINT Token Sale, you shall reimburse Company for the cost of all such Losses within five calendar days of written demand by Company.

WARNING: THE PURCHASE OF A MINT TOKEN INVOLVES VARIOUS SIGNIFICANT RISKS

The purchase of MINT Token involves various significant risks and therefore careful consideration of the risks described herein is required. It may be advisable to consult a lawyer, an accountant, or a tax professional. If any of the following risks are unacceptable to you, you must not purchase any MINT Token. By purchasing the MINT Token, you agree not to hold any of the Company Parties liable for any losses or any damages arising from, or in any way connected, to the Initial MINT Token Sale, including losses associated with the risks set forth below.

WARNING: PURCHASES CARRY NO OWNERSHIP RIGHTS AND ARE NON-REFUNDABLE

The ownership of a MINT Token carries no ownership rights (expressly or implied) to Company, the PM Platform as well as any other Company products. Owners of MINT Tokens do not have any contractual rights against the Company, the PM Platform and therefore have no claims against the Company Parties. The MINT Token is used to support the governance of the EARN Program and its viability that the Company will run on PM Platform and is not considered a security. All purchases of MINT Token are non-refundable. By purchasing a MINT Token, the Purchaser of MINT Token acknowledges that neither Company nor any of the Company Parties are required to provide a refund for any reason. 

WARNING: DO NOT PURCHASE MINT TOKENS IF YOU DO NOT POSSESS EXPERT KNOWLEDGE IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN BASED SOFTWARE SYSTEMS

Purchases of a MINT Token must only be undertaken by individuals, entities, or companies with significant experience and understanding of cryptographic token and their intricacies, like bitcoin, and blockchain based software systems.Purchasers must have functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the Company Team will be available to assist Purchasers of a MINT Token during and after the MINT Token Sale, Company will not be responsible for lost  ethers (ETH), other cryptocurrencies lost or lost MINT Tokens resulting from actions taken by, or omitted by Purchasers. If you do not have such expert knowledge or experience with regards to cryptographic tokens, then you should not purchase MINT Tokens or participate in the Initial MINT Token Sale.Note: Purchasers of MINT Tokens should take particular care regarding their wallet password and keep it stored at a safe place in order to ensure that they will be able to access their MINT Tokens when issued following the Initial MINT Token Sale.

WARNING: CRYPTOGRAPHIC TOKENS OF VALUE MAY EXPERIENCE EXTREME VOLATILITY IN PRICING

By participating in the Initial MINT Token Sale and purchasing MINT Tokens, you expressly acknowledge that you understand that MINT Tokens may experience volatility in pricing. Further, you represent and warrant that you will not seek to hold any of the Company Parties liable for any losses or damages arising from, or are in any way connected to the sale of MINT Tokens to you in the Initial MINT Token Sale.All Company Parties expressly decline any liability for any loss or damages arising from diminished value of MINT Token. Company Parties expressly refrain from providing any forecast or guidance regarding value of MINT Token over time. Potential purchasers should take into account this uncertainty and inherent volatility of cryptographic tokens in considering the risks in purchasing MINT Tokens. You acknowledge your understanding that the purpose in purchasing and holding MINT Tokens is not to realize financial gain in any exchange of the MINT Tokens but rather to perform governance of the EARN program to support the PM Project.

WARNING: WHETHER MINT TOKEN HAS A VALUE MAY DEPEND ON CONTINUED DEVELOPMENT AND COMPLETION OF THE PM PROJECT 

The Purchaser understands that while the Company Parties team will ensure all reasonable efforts to complete the PM Project are undertaken, it is possible that the full vision for Company is never achieved. It is uncertain that this project will be commercialised or become profitable. If the Company Project fails to get to market or gain market acceptance, it is very likely that the MINT Token will lose all value. 

ARTICLE ONE: DEFINITIONS

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.“Laws” means laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.“Lite Paper” means the description of the Earn Program and the MINT Token running on PM Platform which can be accessed here.“MINT Token Project” means the technology developed by the Company in cooperation with Public Mint to support the Earn Program and the MINT Token as more fully described in the Lite Paper.Network Launch” means a bona fide transaction or series of transactions, pursuant to which the Company will sell the MINT Tokens to the general public in a product launch of the MINT Token Project.“Network Launch Price” means the price per Token offered by the Company when Purchasers purchase MINT Tokens during Network Launch. “Price” means the price per Token offered by the Company when Purchasers purchase MINT Tokens pursuant to the MINT Token Sale. “Privacy Policy” means the Company’s Privacy Policy which can be accessed here.

ARTICLE TWO: PURCHASE AND ISSUANCE OF MINT TOKENS

2.1. Purchase. The price for MINT Tokens is set initially at $0.10 per Token during the MINT Token Public Sale but is expected to fluctuate. You should carefully take note of the price offered prior to placing and confirming an order for MINT Tokens during the Public Sale. ETH to MINT rate will adjust daily according to changes in the ETH price. Participations will be converted to MINT using the average daily rate to USD, for the day in which they are confirmed, as provided by public sources (etherscan, ECB, BOE).2.2.  Payment. The Purchase Amount shall be deemed in USD regardless of accepted payment type, valued at the Exchange Rate quoted to Purchaser at the time of payment. In the event that Purchaser fails to complete payment within 24hrs of Company providing Purchaser with the applicable Exchange Rate, then Company reserves the right to adjust the Exchange Rate based on market conditions and require Purchaser to make payment of any differences that result from such adjustment.  2.3. Sales are Final. There shall be no refunds available hereunder. ALL SALES ARE FINAL.2.4. Right of Recall. Company reserves the right to recall any Token purchase, and void this Agreement due to regulatory restrictions, legal changes, or other regulatory policies affecting the sale of MINT Tokens to any particular token purchasers, and provide the affected Token Purchaser the USD value, of the recalled MINT Tokens, valued from the time of the original date of sale.2.5 Verification. Purchaser understands that Company may require certain information and documentation to verify Purchaser’s identity, source of funds and such other details to ensure that Purchaser is eligible to enter into this Agreement and agrees to provide all such information and documentation as a condition precedent to issuance of the MINT Tokens purchased hereunder. 2.6. MINT Tokens:(a) Purpose: Purchase of the MINT Tokens will provide Purchaser with access to the Token’s utility as more specifically described in the Lite Paper. Although MINT Tokens may be tradable at some future date, they are not themselves an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.(b) Company’s Use of Proceeds: Purchaser acknowledges and understands that the proceeds from the sale of the MINT Tokens may be utilized by Company in the development of the MINT Token Project in its sole discretion. The Company current intended Use of Funds is described in Mint Litepaper.  (c) Issuance:  MINT Tokens will be issued to Purchaser by Company at Network Launch. In connection with and prior to the issuance of MINT Tokens by the Company to the Purchaser pursuant to this Section 2.6:(i) The Purchaser will provide the Company with the information and documents requested by Company pursuant to section 2.5; and(ii)  The Purchaser will provide to the Company a network address for which to allocate Purchaser’s Tokens upon the Network Launch.

ARTICLE THREE: COMPANY REPRESENTATIONS

3.1 Company is a company duly organised, validly existing and in good standing under the laws of the British Virgin Islands, and the Company has the power and authority to issue and sell the MINT Tokens and carry on its business as now conducted.3.2 The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorised by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.  To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.3.3 To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or non-renewal of any material permit, license or authorization applicable to the Company, its business or operations.3.4 No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.3.5 To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.  3.6 THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE MINT TOKENS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY’S BEHALF.

ARTICLE FOUR: PURCHASER REPRESENTATIONS

4.1 Purchaser is not a citizen of, natural and legal person, having habitual residence, location or their seat of incorporation in the United States of America.4.2 Purchaser is not a citizen of, natural and legal person, having habitual residence, location or their seat of incorporation in any country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective.4.3 The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.4.4 The Purchaser understands that the MINT Tokens involve risks, all of which the Purchaser fully and completely assumes, including, but not limited to, the risk that (i) the technology associated with the Network will not function as intended; (ii) the Network Launch will not be completed; (iii) the MINT Token Project will fail to attract sufficient interest from key stakeholders; and (iv) the Company and/or the MINT Token Project may be subject to investigation and punitive actions from Governmental Authorities. The Purchaser understands and expressly accepts that the Tokens will be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser understands and expressly accepts that the Purchaser has not relied on any representations or warranties made by the Company outside of this Agreement, including, but not limited to, conversations of any kind, whether through oral or electronic communication. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.4.5 The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this Agreement, and any future acquisition, ownership, use, sale or other disposition of MINT Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to the Purchaser pursuant to Section 2.1 of this Agreement) associated with or arising from the Purchaser’s purchase of MINT Tokens hereunder, or the use or ownership of Tokens.4.6 Funds; Payments.(a) Funds: The funds, including any fiat, virtual currency or cryptocurrency, Purchaser uses to purchase MINT Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Purchaser will not use the MINT Tokens to finance, engage in, or otherwise support any unlawful activities.(b) Payments: All payments by Purchaser under this Agreement will be made only in Purchaser’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 a “foreign shell bank” within the meaning of the U.S.  Bank Secrecy Act (31 U.S.C.  § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.4.7 Miscellaneous Regulatory Compliance:(a) Anti-Money Laundering; Counter-Terrorism Financing: To the extent required by applicable law, Purchaser complies with all anti-money laundering and counterterrorism financing requirements.(b) Sanctions Compliance: Neither Purchaser, nor any person having a direct or indirect beneficial interest in Purchaser or MINT Tokens being acquired by Purchaser, or any person for whom Purchaser is acting as agent or nominee in connection with MINT Tokens, 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.

ARTICLE FIVE: RISKS

Purchaser has carefully reviewed, acknowledges, understands and assumes the following risks which could render the MINT Tokens worthless or of little value:5.1. Rights, Functionality and Features: Purchase of the MINT Tokens does not guarantee that the MINT Token Project will be launched or that the MINT Token’s development will be finished or that the MINT Token will be adopted and implemented.  5.2.  Ability to Transact or Resell: Purchaser may be unable to sell or otherwise transact in MINT Tokens at any time, or for the price Purchaser paid. Purchaser acknowledges, understands and agrees that: (a) MINT Tokens may have no value; (b) there is no guarantee or representation of liquidity for the MINT Tokens; and (c) the Parties are not and shall not be responsible for or liable for the market value of MINT Tokens, the transferability and/or liquidity of MINT Tokens and/or the availability of any market for MINT Tokens through third parties or otherwise.5.3.  Token Security:  Hackers or other malicious groups or organizations may attempt to interfere with the Network or the MINT 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 MINT Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the MINT Tokens or result in the loss of Purchaser’s MINT Tokens, the loss of Purchaser’s ability to access or control Purchaser’s MINT Tokens or the loss of ETH in Purchaser’s account.  In the event of such a software bug or weakness, there may be no remedy and holders of MINT Tokens are not guaranteed any remedy, refund or compensation.5.4.  Access to Private Keys: MINT Tokens purchased by Purchaser may be held by Purchaser in Purchaser’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 Purchaser’s digital wallet or vault storing MINT Tokens will result in loss of such MINT Tokens, access to Purchaser’s MINT 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 or vault service Purchaser uses, may be able to misappropriate Purchaser’s MINT Tokens.  Company is not responsible for any such losses.5.5.  New Technology: The MINT Token and all of the matters set forth in the Lite Paper are new and untested.  The MINT Token Project might not be capable of completion, implementation or adoption. Even if the MINT Token Project  is completed, implemented and adopted, it might not function as intended, and the MINT Tokens may not have functionality that is desirable or valuable.  Also, technology is changing rapidly, so the MINT Tokens and/or their utility may become outdated.5.6.  Reliance on Third-Parties: Even if completed, the MINT Token Project 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, carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the MINT Tokens.5.7.  Risk of Uninsured Loss: Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by Company, to offer recourse to you. 5.8.  Taxes: The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements. 5.9.  Exchange Risk: The Company team intends to use the proceeds from selling Tokens to fund the maintenance and development of the MINT Token Project, as described further in the Lite Paper. The proceeds of the Token sale may be received in different forms of value, both fiat and cryptographic. If these forms of value fluctuate unfavorably during or after the sale period, the Company may not be able to fund development, or may not be able to develop or maintain the Network in the manner that it intended.5.10. Project Completion: The development of the MINT Token Project 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.5.11. Lack of Interest: Even if the MINT Token Project is finished and the MINT Token adopted, the ongoing success of the MINT Token Project relies on the interest and participation of third parties like developers.  There can be no assurance or guarantee that there will be sufficient interest or participation in the MINT Token Project.5.12.  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 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 MINT Tokens in various ways, including, for example, through a determination that MINT Tokens are regulated financial instruments that require certain registrations or controls.  Company may cease the distribution of MINT Tokens, the ongoing development of the MINT Token Project  or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.5.13.  Risk of Government Action: As noted above, 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 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 MINT Tokens and/or the development of the MINT Token Project.5.14. Unanticipated Risks. Cryptographic tokens such as the MINT Tokens are a new and untested technology. In addition to the risks included in this Article 5, there are other risks associated with your purchase, holding and use of MINT Tokens, including those that the Company cannot anticipate. These unanticipated risks may have a material adverse impact on the utility of the MINT Tokens and the ongoing viability of the MINT Token Project.

ARTICLE SIX: LIMITATION OF LIABILITY; INDEMNIFICATION

6.1. Limitation of Liability: Nothing in this Agreement shall exclude or limit our liability for fraud, willful misconduct or any other liability which cannot be lawfully excluded or limited. UNDER NO CIRCUMSTANCES SHALL COMPANY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC OR PUNITIVE DAMAGES, OR LOSS OF PROFIT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.2. Damages: The aggregate liability of the Company, whether in contract, warrant, tort or other theory, for damages to Purchaser under this Agreement shall not exceed the amount received by Company from Purchaser.6.3.  Force Majeure: Purchaser understands and agrees that Company shall not be liable and disclaims all liability to Purchaser 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.6.4. Indemnification:To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless and reimburse the 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:(i) Purchaser’s purchase of MINT Tokens;(ii) Purchaser’s breach of or violation of this Agreement; (iii) any inaccuracy in any representation or warranty of Purchaser;(iv) Purchaser’s violation of any rights of any other person or entity; and/or (v) any act or omission of Purchaser that is negligent, unlawful or constitutes willful misconduct.Company reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification under this Section 6.4. 

ARTICLE SEVEN: DISPUTE RESOLUTION

7.1. Informal Dispute Resolution: Purchaser 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 in Section 7.2 below.7.2.  Binding Arbitration: Any Dispute not resolved within 90 days as set forth in Section 7.1 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules 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 one who shall be selected by Company.  The seat, or legal place, of arbitration shall be London, England.  The language to be used in the arbitral proceedings shall be English.  The governing law of the Agreement shall be as set forth in Section 8.1 herein.  The arbitration award shall be final and binding on the Parties (“Binding Arbitration”).  The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made.  Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets.  Company and Purchaser will each pay their respective attorneys’ fees and expenses, and the Parties agree to share evenly in the direct costs of the Binding Arbitration.  7.3.  No Class Arbitrations, Class Actions or Representative Actions: Any dispute arising out of or related to this Agreement is personal to Purchaser 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 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.

ARTICLE EIGHT: MISCELLANEOUS

8.1.  Governing Law and Venue: This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the state of New York 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.8.2.  Assignment: Purchaser may not assign its rights and obligations hereunder without the prior written consent of Company.  Any assignment or transfer in violation of this Section 8.2 will be void.  Company may assign this Agreement 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.8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings and undertakings. No representation whether made orally or in writing or before or after the execution of this Agreement shall form part of this Agreement or be used in its interpretation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).8.4 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.8.5  Electronic Communications:  Purchaser agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Purchaser pursuant to this Agreement or in connection with or related to Purchaser’s purchase of MINT Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Purchaser, in electronic form.8.6.  No Waivers: The failure by Company to exercise or enforce any right or provision of this Agreement 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.