Token Sales Agreement (TSA)
TOKEN SALE AGREEMENT
Preamble
THIS DOCUMENT IS NOT A SOLICITATION FOR INVESTMENT AND DOES NOT CONSTITUTE AN OFFER OF DIGITAL CURRENCY, COMMODITY, SECURITY, FINANCIAL INSTRUMENT OR ANY OTHER FORM OF INVESTMENT, SECURITIES TO THE PUBLIC OR A COLLECTIVE INVESTMENT SCHEME, NOR DOES IT REQUIRE REGISTRATION OR APPROVAL FROM A REGULATORY AUTHORITY IN ANY JURISDICTION.
This Agreement is part of a reward-based fundraising event and no financial instruments are issued to the Participant.
Tokens are not securities and do not carry with them any rights as may be commonly associated with securities and this Agreement, its Annexes, or any other documents which are an integral part of the Agreement do not constitute an offer of securities to the public by 625 Adelphi Wharf Tokens.
THIS TOKEN SALE AGREEMENT
This Token Sale Agreement (the “Agreement” and/or “Token Crowdsale Agreement”) is made as of the date of acceptance by the Participant:
BETWEEN
625 Adelphi Wharf IBC, an entity under The Bricks Enterprise LLC, a Dubai-registered company, which owns and operates the IBC that holds title to the property (hereinafter referred to as the “Company”);
AND
Any person (natural or juridical), who intends to participate in and contribute towards this public reward-based fundraising and become a Participant (hereinafter referred to as the “Participant”).
(Hereinafter singly referred to as the "Party" and collectively referred to as the "Parties.")
Section 1: Definitions and Interpretation
Key Definitions:
IBC (International Business Company): Refers to the International Business Company, a legal entity under The Bricks Enterprise LLC, that holds the title to the property.
Participant: Any person or entity who enters into this Agreement and contributes funds to purchase share tokens, thereby becoming a partner in the IBC.
Tokenized Shares: Digital tokens representing fractional ownership of the IBC, which holds title to the property being funded.
Exchange Rate: The value of GBP/USD at the time of purchase will determine the number of tokens allocated to the Participant based on the USD value of their contribution.
Value per Share: Each token is priced at $1, representing one share of the IBC.
Hard Cap: The total number of tokens issued will be determined by the purchase price of the property in GBP, converted to USD based on the Exchange Rate at the time of purchase. The Hard Cap represents the maximum number of shares available, ensuring that the funding goal aligns precisely with the property value.
Minimum Contribution: $1,000 USD. Contributions below this amount may not be accepted at the Company’s sole discretion.
Maximum Contribution: $20,000 USD, unless otherwise authorized by the Company for early investors.
Primary Marketplace: The platform venue where share tokens are initially sold to raise funds for the acquisition and development of the property.
Secondary Marketplace: The in-platform venue provided by the Company for trading share tokens between partners, ensuring compliance with KYC, AML, and other applicable regulations.
Exchange Rate and Token Allocation:
Tokens are issued to Participants based on their contributions, converted to USD using the GBP/USD exchange rate at the time of the property purchase.
The Hard Cap ensures that no more tokens are created than necessary to fund the property.
Prohibited Participants:
Participants from jurisdictions where the sale of such tokens is prohibited are not eligible to participate. It is the sole responsibility of the Participant to ensure compliance with applicable laws in their jurisdiction.
KYC and AML Compliance:
All Participants must undergo a mandatory Know Your Customer (KYC) and Anti-Money Laundering (AML) verification process before participating in the token sale.
Section 2: The Process and the Sale
Agreement
The Participation process, detailed on the Website, will involve the Company accepting contributions from a Participant during the Token Crowdsale. The Company shall not be obliged to accept contributions that are less than the Minimum Contribution and shall also not be obliged to accept contributions from Participants who do not provide the documents necessary.
Acceptance of this Agreement, the Terms, and any other documents made via the Website together with the contribution made by the Participant shall be legally binding on the Participant. Therefore, to the extent that the Company refuses to accept the Contribution as outlined in this Agreement, the contribution shall be non-refundable.
The Company intends only to accept contributions in USD for the Tokens. The Company reserves the right to accept other or additional payment methods and currencies.
Transfer of Tokens
Tokens are issued at the sole discretion of the Company on submission of the requisite Participation Amount, and satisfaction of the following cumulative conditions:
The Participant has accepted via the Website the terms of this Agreement, its Annexes, and any other documents forming part of the Contract.
The Participant has transferred the contribution which the Company has confirmed receipt of.
The Contribution satisfied the Minimum Contribution during the Token Crowdsale, unless otherwise accepted by the Company.
The Company has received and is satisfied with the documentation requested in Annex I.
The Company has no reason to believe that the Representations made in Annex II are incorrect or false.
After all the above cumulative conditions are fulfilled, the transfer of Tokens shall be made electronically to the designated Wallet within a reasonable time after the Token Crowdsale Period ends.
Where any of the above cumulative conditions has not been satisfied by the Participant, the Company shall request immediately the Participant to rectify the situation and satisfy the said conditions. Failure to do so within a reasonable time, the Company shall reserve the right to return the contribution to the Participant.
The Tokens shall not be transferable until the Token Crowdsale Period ends, and all Maximum Token Amounts have been allocated and distributed.
Tokens sold in a pre-sale might be transferred earlier.
Management of the Property
Third-Party Management: The operational management of the property and its rental activities shall be performed by a third-party property management firm selected by the partners through the platform’s voting system. The Company does not engage in day-to-day property management or guarantee rental returns.
Rental Projections Disclaimer: Any rental income projections or yield estimates provided on the platform are based on data provided by the third-party property manager and market research. These numbers are for informational purposes only and do not constitute guarantees or assurances of actual returns.
Liability Waiver: The Company assumes no liability for the performance of the third-party property manager or the actual rental returns achieved by the property. Partners acknowledge and accept that rental performance may be affected by market conditions, tenant behavior, and other factors beyond the Company’s control.
Section 3: Participant Obligations and Rights
3.1 Active Participation and Governance The Participant acknowledges that by acquiring tokenized shares of the IBC, they are entering into an active partnership. This includes:
Proposal Submission: The Participant may submit proposals related to the management of the property via the Platform. However, the Platform reserves the right, at its sole discretion, to accept or reject proposals before they are put to a vote among shareholders. This ensures that only meaningful and relevant proposals are presented for collective decision-making.
Prohibited Proposals:
Participants are expressly prohibited from proposing the sale of the property. The property is not intended for sale, and only shares in the property are tradable.
Share valuation is tied to rental income and is expected to appreciate over time as rents in the area increase. This reflects market conditions and does not constitute financial advice.
Non-Transferability of Shares Outside the Platform: Participants acknowledge and accept that the share tokens issued under this Agreement are hard-coded to be non-transferable outside the platform. Shareholders can only exit their positions through the secondary marketplace provided by the platform. This ensures compliance with Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations and protects the ecosystem by retaining essential platform fees.
3.2 Exit and Share Tradability
Secondary Marketplace:
Partners seeking to exit their investment can list their shares on the NFsTay Secondary Marketplace. The marketplace allows for direct peer-to-peer transactions, ensuring liquidity and flexibility for Participants.
Secondary Marketplace Exit Restriction: Participants understand that their ability to sell share tokens on the secondary marketplace is contingent on the successful completion of the primary marketplace funding for the property. This ensures that the property is fully funded before secondary trading can commence.
Treasury-Backed Liquidity:
In cases where there is insufficient demand on the secondary marketplace, the Treasury will, to the best of its capabilities, provide liquidity to facilitate exits. However, this is not guaranteed and will depend on the Treasury’s available resources at the time.
3.3 Tax Responsibility Participants are solely responsible for seeking advice and fulfilling any tax-related obligations arising from their participation in the Token Crowdsale or ownership of tokenized shares. The Company bears no responsibility for tax liabilities incurred by the Participant. Participants are advised to refer to Section 6 for further details on tax and indemnity obligations.
3.4 Voting Rights and Governance Structure
Voting Power: Each Participant’s voting power is proportional to the number of tokenized shares held.
Regular Proposals: Proposals requiring shareholder votes include decisions related to rental pricing, property maintenance, and operational management.
Majority Rules: Most proposals are decided by a simple majority (50% +1 vote). Significant decisions may require a supermajority.
3.5 Participant Responsibilities:
Ensuring the accuracy of information provided during the KYC/AML process.
Complying with the terms of this Agreement and any applicable laws.
Maintaining an active role in governance by participating in votes and staying informed of developments via the Platform.
Treasury Functions and Responsibilities
3.6 Treasury Overview The Treasury plays a vital role in supporting the ecosystem and ensuring long-term sustainability. Its main functions include:
Liquidity Provision:
The Treasury provides liquidity for Participants seeking to exit their investment through the secondary marketplace when demand is insufficient. This ensures an additional layer of security for active partners.
Property Acquisition:
The Treasury may facilitate cash purchases of new properties to negotiate favorable terms. Funds used for such purchases are replenished once shares of the property are sold.
Token Buybacks:
A portion of the Treasury is allocated to buying back tokens from the market. This is designed to create positive price pressure and support the STAY token ecosystem.
Rebalancing:
The Treasury holds reserves in a mix of STAY tokens and BTC. Rebalancing mechanisms ensure that holdings remain aligned with predetermined ratios, creating stability and value for token holders.
3.7 Treasury Rules and Limitations
The Treasury does not sell STAY tokens, ensuring they remain effectively out of circulation and contribute to scarcity.
Treasury operations are governed by smart contracts for transparency, but the Company retains the right to adjust strategies in response to market conditions to optimize shareholder returns.
Section 4: Dissolution Event
4.1 In the case of a Dissolution Event before the Token Crowdsale end date, the Company will refund an amount equal to the Participation Amount payable to the Participant immediately prior to, or concurrent with, the consummation of the Dissolution Event, subject to the rights and privileges of creditors under the laws of the United Arab Emirates.
4.2 If immediately prior to the consummation of the Dissolution Event, the assets of the Company that remain legally available for distribution to the Participants, as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to all Participants of their respective Participation Amounts, then the remaining assets of the Company legally available for distribution, following all distributions to creditors, will be distributed with equal priority and pro-rata among the Participants in proportion to their Participation Amounts.
The Participant has failed to comply with any of the terms or conditions outlined in this Agreement, including but not limited to failure to provide necessary documentation as required in Annex I; or
The Participant has engaged in prohibited activities, including activities that may compromise the integrity of the Project or violate applicable laws and regulations.
Section 5: Termination
5.1 This Agreement will expire and terminate upon the earlier of:
The allocation of Tokens to the Participant in accordance with Clause 2, or refund of the Participation Amount to the Participant, as the case may be; or
The payment, or setting aside for payment, of amounts due to the Participant in accordance with Clause 4; or
The dissolution of the Company in accordance with Clause 4.
5.2 All provisions of this Agreement that by their nature should survive termination, including but not limited to disclaimers, limitations of obligations or liability, and indemnity provisions, shall survive termination.
5.3 Termination of this Agreement does not relieve either Party of any obligations or liabilities that were incurred prior to termination or limit any liability that a Party may have to the other Party for breach of this Agreement prior to the effective date of termination.
5.4 Upon termination, the Participant agrees to immediately cease any use of the Tokens in a manner inconsistent with this Agreement or the intended purpose of the Tokens, as described in the terms provided by the Company.
5.5 The Company reserves the right to terminate this Agreement at its sole discretion if it determines that:
The Participant has failed to comply with any of the terms or conditions outlined in this Agreement, including but not limited to failure to provide necessary documentation as required in Annex I; or
The Participant has engaged in prohibited activities, including activities that may compromise the integrity of the Project or violate applicable laws and regulations.
Section 6: Representations and Warranties of the Company
The Company represents and warrants to the Participant that:
6.1 The Company is a duly incorporated and validly existing International Business Company (IBC) under the laws of the UAE, registered under the name 625 Adelphi Wharf IBC, with its operations conducted in accordance with the jurisdictional regulations of the RAK ICC Free Zone.
6.2 The Company has the full legal right, capacity, and authority to enter into, execute, deliver, and perform its obligations under this Agreement and to carry out the Project as described in this Agreement, the Whitepaper, and related documents.
6.3 The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all requisite corporate actions. This Agreement, once executed, will constitute valid, binding, and enforceable obligations of the Company.
6.4 The issuance of Tokens does not violate any laws, regulations, or provisions applicable to the Company and complies with all necessary regulatory frameworks, including but not limited to UAE regulations governing IBC operations and token issuance.
6.5 The Company has taken all reasonable steps to ensure that the information provided in this Agreement, the Whitepaper, and any other related documents is accurate, complete, and not misleading to the best of its knowledge and understanding at the time of issuance.
6.6 The property deed associated with the Project will be legally transferred to the 625 Adelphi Wharf IBC upon successful funding of the primary sale, and the Tokens will represent an active partnership in the ownership and management of the IBC, as per the terms outlined in this Agreement.
6.7 The Company retains ownership of all intellectual property rights associated with the Project, including but not limited to trademarks, copyrights, patents, and proprietary technology. No intellectual property rights are being transferred or assigned to the Participant through this Agreement or through the Tokens.
6.8 The Company will use reasonable efforts to manage the Project in a transparent, professional, and efficient manner, with the goal of providing value to the active partners. However, the Company makes no guarantees regarding future financial performance, rental yields, or asset appreciation, as such factors are subject to market conditions and external variables.
6.9 The Company has not and will not knowingly engage in any activity that is unlawful or otherwise violates applicable laws and regulations, including but not limited to anti-money laundering (AML) and countering the financing of terrorism (CFT) regulations.
Section 7: Representations and Warranties of the Participant
The Participant represents and warrants to the Company that:
7.1 The Participant is an individual or legal entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of their residency, incorporation, or establishment.
7.2 The Participant has the legal capacity, authority, and power to enter into, execute, and perform their obligations under this Agreement.
7.3 The Participant is acquiring Tokens solely for the purpose of participating in the management and operational decisions of 625 Adelphi Wharf IBC as an active partner, and not for speculative investment or passive profit purposes.
7.4 The execution, delivery, and performance of this Agreement by the Participant have been duly authorized by all requisite actions, and this Agreement constitutes valid, binding, and enforceable obligations of the Participant.
7.5 The Participant acknowledges that Tokens do not confer any ownership rights to the underlying property but represent an active partnership in the IBC that owns the property.
7.6 The Participant confirms that they are not a Prohibited Participant, as defined in this Agreement, and that they will not transfer or resell Tokens in violation of applicable laws or to Prohibited Participants.
7.7 The Participant has conducted their own independent due diligence and evaluation of the Project, and confirms that they are fully aware of and accept the risks associated with the Project, as outlined in Section 11 of this Agreement.
7.8 The Participant acknowledges that Tokens are utility tokens intended solely for use within the NFsTay ecosystem and do not constitute securities or other financial instruments under applicable laws.
7.9 The Participant assumes full responsibility for complying with any applicable tax laws and regulations associated with the acquisition, holding, or transfer of Tokens. The Participant agrees to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from their failure to fulfill tax obligations, as further detailed in Section 8.
7.10 The Participant understands that the issuance of Tokens does not grant any rights to dividends, distributions, or other monetary benefits outside the framework of the IBC’s operations, except as explicitly stated in this Agreement.
7.11 The Participant is acquiring Tokens for their own account and not as a nominee or agent on behalf of a third party unless explicitly authorized by the Company.
7.12 The Participant acknowledges and accepts that the Company reserves the right to verify the accuracy of the Participant’s representations, including conducting identity verification and compliance checks as required by applicable laws or regulations.
7.13 The Participant acknowledges that they are responsible for safeguarding the private key and wallet associated with the Tokens. Any loss or compromise of the Participant's private key will result in the permanent loss of Tokens, and the Company shall bear no liability for such incidents.
7.14 The Participant acknowledges and agrees that the Company may, at its sole discretion, refuse to issue Tokens or revoke previously issued Tokens if the Participant is found to have violated this Agreement or applicable laws.
7.15 The Participant agrees to actively participate in the voting and decision-making processes as stipulated by the IBC’s operational framework, and understands that failure to participate may result in the forfeiture of certain benefits, such as rental income distributions.
Section 8: Taxes and Indemnity
8.1 Participant's Responsibility for Taxes
The Participant shall be solely responsible for determining, understanding, and fulfilling any tax obligations arising from their participation in this Agreement, including but not limited to the acquisition, holding, and transfer of Tokens.
Such taxes may include, but are not limited to, income tax, capital gains tax, value-added tax (VAT), use tax, or any other taxes or duties applicable under the laws of the Participant’s jurisdiction.
8.2 No Withholding by the Company
The Company shall not be responsible for withholding, collecting, reporting, or remitting any taxes on behalf of the Participant.
It is the Participant’s obligation to report and remit any applicable taxes to the relevant tax authorities in accordance with the laws of their jurisdiction.
8.3 Indemnity for Tax Liabilities
The Participant agrees to defend, indemnify, and hold harmless the Company, its directors, officers, employees, agents, representatives, and affiliates from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Any tax obligations associated with the Participant’s acquisition, holding, or transfer of Tokens.
Any failure by the Participant to comply with applicable tax laws and regulations.
8.4 Disclosure of Tax Obligations
The Participant acknowledges that they have been advised to seek independent legal and tax counsel to understand the potential tax implications of their participation in this Agreement.
The Company disclaims all responsibility for any tax-related consequences resulting from the Participant’s participation in the Project.
8.5 Jurisdictional Variances
The Participant acknowledges that the tax treatment of Tokens may vary significantly across different jurisdictions and that the Company makes no representations or guarantees regarding the applicability of any specific tax regime.
8.6 Treasury-Related Transactions
If any portion of the Participant's rental income distributions or returns are routed through the Treasury, the Participant acknowledges that such transactions may have additional tax implications. The Participant assumes full responsibility for understanding and managing these obligations.
8.7 Tax-Related Penalties
Any penalties, fines, or other liabilities imposed by tax authorities due to non-compliance or errors in the Participant’s tax filings or obligations shall be borne exclusively by the Participant.
Section 9: Disclaimers and Limitation of Liability
9.1 Platform and Token Use
The Tokens, the Platform, and all associated services are provided on an "AS IS" and "AS AVAILABLE" basis.
The Company makes no express or implied warranties or representations, including but not limited to:
Warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
Warranties regarding the availability, reliability, or performance of the Platform.
Warranties that the Tokens or the Platform will be error-free, secure, uninterrupted, or meet the Participant’s specific needs.
9.2 Risks Associated with Token Use
The Participant acknowledges and accepts all risks associated with the acquisition, holding, and transfer of Tokens, including but not limited to:
Market volatility affecting the Token’s value.
Regulatory or legal changes impacting the Participant’s jurisdiction.
Security risks, including but not limited to loss of private keys, hacking, or other cyber threats.
Risks of bugs, errors, or interruptions in the blockchain technology upon which the Tokens or Platform are based.
9.3 Limitation of Liability
To the fullest extent permissible under applicable law, the Company and its directors, officers, employees, agents, representatives, affiliates, and contractors shall not be held liable for:
Any direct, indirect, incidental, special, punitive, or consequential damages.
Loss of business, revenue, profits, goodwill, data, or other intangible losses arising from the use or inability to use the Tokens or Platform.
Damages arising from unauthorized access to, or alteration of, the Participant's transmissions, Wallet, or data.
9.4 No Guarantee of Value
The Company does not guarantee any specific outcome, valuation, or financial return for the Tokens or participation in the Platform.
The Participant agrees that the Tokens do not represent equity, ownership, or any claim to the assets of the Company or its affiliates.
9.5 Regulatory Compliance
The Company makes no representations about the legal compliance of the Tokens in any specific jurisdiction.
The Participant is solely responsible for ensuring compliance with the laws of their jurisdiction related to the acquisition and use of Tokens.
9.6 No Advice or Recommendations
The Company does not provide investment, legal, tax, or financial advice. Any statements made by the Company are for informational purposes only and should not be relied upon as advice.
9.7 Force Majeure
The Company shall not be liable for any delay or failure to perform any obligation under this Agreement if such delay or failure results from causes beyond its reasonable control, including but not limited to natural disasters, government actions, acts of war, cyberattacks, or technical failures.
Section 10: Privacy Policy
10.1 Commitment to Privacy
The Company values the privacy of Participants and is committed to protecting personal data.
The Company will not request or collect unnecessary information for the purpose of acquiring, holding, or transferring Tokens or using the Platform.
10.2 Information Collection and Use
The Company may collect and process personal data required for:
Compliance with applicable laws and regulations, including KYC (Know Your Customer) and AML (Anti-Money Laundering) requirements.
Facilitating the purchase, transfer, and use of Tokens.
Ensuring secure and efficient operation of the Platform.
10.3 Disclosure of Information
The Company will not disclose personal data to third parties except:
When required by law, regulation, or legal process.
To comply with requests from regulatory authorities.
For the purpose of fraud prevention, risk assessment, or investigation of suspected illegal activities.
To trusted third-party service providers engaged to assist in Platform operations (e.g., payment processors, identity verification providers).
10.4 Participant Obligations
Participants are required to:
Provide accurate and up-to-date information when requested by the Company.
Notify the Company promptly of any changes to their personal information.
Ensure the security of their digital Wallet and associated private keys.
10.5 Data Retention
The Company will retain personal data for as long as necessary to:
Fulfill the purposes outlined in this Privacy Policy.
Comply with legal and regulatory obligations.
Resolve disputes and enforce agreements.
10.6 Confidentiality of Information
The Company commits to maintaining the confidentiality of Participants’ data and will:
Use reasonable administrative, technical, and physical safeguards to protect information from unauthorized access or disclosure.
Limit access to personal data to authorized personnel only.
10.7 Duty to Report Illegal Activities
The Company is obligated to report any suspected money laundering, terrorism financing, or other illegal activities to relevant authorities.
The Company reserves the right to act without prior notification to the Participant if such reporting is required.
10.8 Amendments to Privacy Policy
The Company may update this Privacy Policy to reflect changes in legal or regulatory requirements or to enhance the privacy measures.
Any updates will be communicated through the Platform, and Participants are encouraged to review the Privacy Policy periodically.
Section 11: Disclosure of Certain Risk Factors Associated with Tokens
11.1 General Risk Acknowledgement The Participant acknowledges and accepts that acquiring Tokens involves substantial risks, including but not limited to the following:
11.2 Operational History Risk
The Company and its associated entities may have limited or no operational history.
Participants understand that their involvement is in a development-stage project and that there are inherent uncertainties.
11.3 Business Discretion Risk
The Company retains sole discretion over the conduct of its business, including decisions regarding the Tokens, the Platform, and related operations.
The Participant will not have any influence over these decisions.
11.4 Liquidity Risk
Tokens may face constraints on liquidity. At the time of the Token Crowdsale, there may be no active market for Tokens, and such a market may not develop.
The acquisition of Tokens is suitable only for Participants who can financially sustain holding Tokens indefinitely and who can bear the risk of a total loss of their contribution.
11.5 Volatility and Speculative Nature
Tokens are subject to high volatility and are considered speculative. The Participant acknowledges and accepts the following risks associated with Tokens:
Decentralization of blockchain technology.
Fraud, theft, and cyberattacks.
Exploitation for illegal purposes.
Instability of exchanges or custodians.
11.6 Development and Technical Risks
The Platform and related technologies are in the early stages of development and may include unproven software and hardware systems.
The Company provides no guarantees regarding the uninterrupted or error-free operation of the Platform and its associated components.
11.7 Project Abandonment Risk
The development of the Platform or its related components may be abandoned for various reasons, including but not limited to:
Lack of public interest or funding.
Commercial non-viability.
Emergence of competing projects.
In such events, Tokens may lose their utility and value.
11.8 Security Risks
Tokens are stored in digital Wallets protected by private keys. Loss of private keys may result in the permanent loss of Tokens.
The Company is not responsible for securing private keys or for any loss incurred by the Participant.
11.9 Consensus and Network Risks
Blockchain-based systems depend on decentralized validators and may be vulnerable to consensus attacks, including:
Double-spend attacks.
Majority voting power attacks.
Censorship or race condition attacks.
11.10 Regulatory Risks
The legal and regulatory environment for Tokens and blockchain technology is evolving. Changes in laws or enforcement practices may impact the Participant’s rights or the operation of the Platform.
11.11 Acknowledgment of Risk
By agreeing to this document, the Participant confirms that they:
Have carefully reviewed and understood the risks outlined.
Are willing to bear the associated risks, including the possibility of losing their entire contribution.
Have sought independent advice where necessary to evaluate their involvement.
Section 12: Miscellaneous
12.1 Full Discharge of Obligations
Repayment of the Participation Amount or distribution of Tokens, as per Sections 4 or 5, shall constitute the full and final discharge of all obligations of the Company under this Agreement.
Upon such repayment or distribution, this Agreement shall be deemed terminated and void in its entirety, with no further obligations for the Company.
12.2 Withholding and Compliance Obligations
The Company may withhold any amounts required by applicable law from any repayment or distribution under this Agreement.
The Company may condition any repayment or distribution on the Participant satisfying all relevant withholding and compliance obligations.
12.3 Assignment
The Participant may not assign or transfer any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Company.
The Company may transfer or assign its rights and obligations under this Agreement to any of the following:
Affiliates or entities under common control.
Third parties acquiring substantially all of the Company's assets.
Successor entities resulting from mergers, acquisitions, or reorganizations.
12.4 Notices and Communications
All notices or communications under this Agreement must be in writing and delivered via:
Registered or certified mail, postage prepaid.
Email or fax, accompanied by delivery confirmation.
Hand or messenger delivery.
Notices will be deemed effective:
Seven (7) days after mailing, if sent by mail.
Upon delivery, if sent by hand or messenger.
On the first business day following transmission, if sent via email or fax with confirmation.
12.5 Waivers and Amendments
Any waiver or amendment to this Agreement must be in writing and signed by all contracting Parties.
Waivers shall be limited to the specific instance and default described and shall not extend to any other or future breaches or defaults.
12.6 Force Majeure
Neither Party shall be held liable for any failure or delay in performance caused by events beyond their reasonable control, including acts of God, war, terrorism, labor strikes, pandemics, government restrictions, or failure of technical infrastructure.
12.7 Binding Effect
This Agreement is binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
Section 13: Amendments
13.1 Amendments by Written Agreement
This Agreement may only be amended or modified through a written document signed by both Parties.
Any verbal or implied agreements, modifications, or understandings shall not be binding or enforceable.
13.2 No Waiver of Rights
No waiver of any default or breach of this Agreement shall be effective unless in writing and signed by the Parties.
A waiver shall apply only to the specific breach or default described and shall not constitute a waiver of any subsequent or continuing default or breach.
13.3 Binding Effect of Amendments
Any valid amendment or modification to this Agreement shall be binding on all Parties and enforceable in accordance with its terms.
Section 14: Validity of the Agreement
14.1 Severability of Provisions
If any provision of this Agreement is deemed invalid, illegal, or unenforceable by a competent authority:
Such provision shall be severed from the Agreement.
The remaining provisions shall continue in full force and effect.
The invalid provision shall be replaced with a valid and enforceable one that most closely reflects the Parties' original intent.
14.2 Non-Affectation of Jurisdictional Invalidity
The illegality or unenforceability of any provision in one jurisdiction shall not affect its validity or enforceability in another jurisdiction, nor shall it affect the validity or enforceability of the other provisions of this Agreement.
Section 15: Applicable Law and Jurisdiction
15.1 Governing Law
This Agreement, and any disputes or claims arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the United Arab Emirates (UAE).
15.2 Jurisdiction
The Parties agree to submit to the exclusive jurisdiction of the courts of the UAE for the resolution of any disputes arising under or related to this Agreement.
Section 16: Fees and Expenses
16.1 Platform Fees: Participants acknowledge that the Company charges platform fees for the facilitation of transactions on both the primary and secondary marketplaces. These fees are detailed on the platform and are subject to change with notice.
16.2 Secondary Marketplace Fees: A fee of 1.25% of the transaction value will be applied to both the buyer and seller for transactions conducted on the secondary marketplace. These fees contribute to the operational sustainability of the platform.
16.3 Management Fees: Third-party property management firms may impose fees for their services, which will be deducted from rental income before distribution to the partners. These fees are agreed upon through the voting process.
16.4 Administrative Expenses: The Company reserves the right to recover reasonable administrative expenses related to the operation of the platform, including but not limited to regulatory compliance and technical maintenance.
Section 17: Secondary Marketplace Terms
17.1 Eligibility to Trade: Participants may only sell their share tokens on the secondary marketplace after the primary sale of the property has been successfully completed and fully funded.
17.2 KYC and AML Compliance: All buyers and sellers on the secondary marketplace must pass KYC and AML checks facilitated by the platform. Transactions conducted outside the platform are strictly prohibited.
17.3 Liquidity Support: In the event of limited demand for share tokens on the secondary marketplace, the IBC treasury may, at its discretion, provide liquidity to facilitate exits. However, this support is not guaranteed and is subject to the availability of funds.
Section 18: Risk Disclosures
18.1 Market Risks: The value of share tokens is subject to market fluctuations and is not guaranteed. Past performance of rental properties is not indicative of future results.
18.2 Regulatory Risks: The regulatory environment surrounding tokenized assets and blockchain technology is evolving. Changes in laws or regulations may impact the operation of the platform and the value of share tokens.
18.3 Operational Risks: The performance of the property and associated rental income is dependent on the third-party property manager and market conditions. The Company cannot guarantee rental returns.
18.4 Technical Risks: Participants acknowledge the inherent risks of blockchain technology, including but not limited to smart contract vulnerabilities, wallet security issues, and potential loss of tokens.
Section 19: Communication and Notices
19.1 Electronic Communications: All communications between the Company and the Participant will be conducted electronically through the platform or via email. Participants are responsible for maintaining accurate contact information.
19.2 Platform Announcements: Key updates, including amendments to this Agreement, will be communicated through platform announcements. Participants are encouraged to regularly check for updates.
19.3 Dispute Communication: Any disputes or grievances must be communicated in writing to the Company within 30 days of the occurrence. The Company will make reasonable efforts to resolve disputes amicably.
Section 20: Governing Language
This Agreement is drafted in English, which shall be the governing language for all purposes. Any translations are provided for convenience only and shall have no legal effect.
Section 21: Amendments
The Company reserves the right to amend this Agreement to reflect changes in regulatory requirements or operational processes. Amendments will be communicated to Participants in accordance with Section 19.
Section 22: Arbitration and Dispute Resolution
22.1 Arbitration Clause: Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC).
22.2 Arbitration Location: The arbitration shall take place in Dubai, UAE, or another mutually agreed location.
22.3 Arbitration Costs: The costs of arbitration shall be borne by the non-prevailing party, unless otherwise determined by the arbitrator.
22.4 Governing Law: This Agreement shall be governed by the laws of Dubai, UAE, without regard to conflict-of-law principles.
Section 23: Entire Agreement
This Agreement, including all referenced documents, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.
Section 24: Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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