LNCH TOKEN ACQUISITION AGREEMENT
This LNCH Token Acquisition Agreement (this “Agreement”) along with any related documentation contain the terms and conditions that govern your use of the LNCH distribution smart contract (the “LNCH Distribution Contract”); use of the related ERC-20 LNCH token smart contact (the “LNCH Token Contract”); and acquisition of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “LNCH Tokens”) and is an agreement between you or the entity that you represent (“Acquirer”) and LaunchPAD Inc. (“LaunchPAD,”). Acquirer and LaunchPAD are herein referred to individually as a “Party” and collectively, as the “Parties”.
NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LaunchPAD and Acquirer hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Acquirer acknowledges, understands and agrees to the following:
· MATTERS RELATING TO LAUNCHPAD TECHNOLOGY AND LAUNCHPAD PLATFORM:
.1. LaunchPAD is developing the LaunchPAD technology and software (the “LaunchPAD Technology”) as further described and expanded upon in the LaunchPAD White Paper and related technical documentation (as it may be amended from time to time) (the “White Paper”);
.2. at the end of its development stage, LaunchPAD will be releasing the LaunchPAD Technology it has developed under an open source software license;
.3. LaunchPAD will not configure and/or launch any public blockchain platform adopting the open source LaunchPAD Technology (the “LaunchPAD Platform”) for any purpose;
.4. any launch and implementation of the LaunchPAD Platform may occur by third parties unrelated to LaunchPAD;
.5. third parties launching the LaunchPAD Platform may delete, modify or supplement the LaunchPAD Technology prior to, during or after launching the LaunchPAD Platform; and
.6. LaunchPAD will have no control over when, how or whether the LaunchPAD Technology is adopted or implemented, or how, when or whether the LaunchPAD Platform is launched.
· BINDING AGREEMENT: Acquirer understands and agrees that Acquirer is subject to and bound by this Agreement by virtue of Acquirer’s acquisition of LNCH Tokens.
· LNCH TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. The LNCH Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the LaunchPAD Platform. LaunchPAD does not guarantee and is not representing in any way to Acquirer that the LNCH Tokens have any rights, uses, purpose, attributes, functionalities or features.
· NOT AN ACQUISITION OF LAUNCHPAD PLATFORM TOKENS. LNCH Tokens acquired under this Agreement are not tokens on the LaunchPAD Platform. Acquirer acknowledges, understands and agrees that Acquirer should not expect and there is no guarantee or representation made by LaunchPAD or its past, present and future employees, officers, directors, advisors, contractors, consultants, developers, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, partners, associates, syndicates, joint-venturers, agents, nominees, representatives, legal counsels, accountants, bankers, predecessors, successors and assigns (collectively, the “LaunchPAD Parties”) that Acquirer will receive any other product, service, rights, attributes, functionalities, features or assets of any kind whatsoever, including, without limitation, any cryptographic tokens or digital assets now or in the future whether through receipt, exchange, conversion, redemption or otherwise.
· ACQUISITION OF LNCH TOKENS ARE NON-REFUNDABLE AND ACQUISITIONS CANNOT BE CANCELLED. ACQUIRER MAY LOSE ALL AND ANY AMOUNTS PAID.
· LNCH TOKENS MAY HAVE NO VALUE.
· COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL LNCH TOKEN ACQUISITION REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
· PLEASE READ THE RISKS SET FORTH IN SECTION 7 CAREFULLY AND IN THEIR ENTIRETY.
· PLEASE READ THE RISKS, DISCLAIMERS AND TERMS SET FORTH IN THE WHITE PAPER CAREFULLY AND IN THEIR ENTIRETY.
· THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.
ARTICLE ONE: ACCEPTANCE OF AGREEMENT
AND ACQUISITION OF LNCH TOKENS
1.1. This Agreement shall be effective and binding on the Parties when Acquirer: (a) clicks the check box on the official LaunchPAD Technology website (as defined below the “Website”) to indicate that Acquirer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon LaunchPAD's receipt of payment from Acquirer. Acquirer agrees to be bound on this basis, and confirms that Acquirer has read in full and understands this Agreement and the terms on which Acquirer is bound.
1.2. Terms, Disclaimer, and Privacy. LaunchPAD has established terms, disclaimer, and privacy as may be amended from time to time, for reference on the LaunchPAD web pages, hypertext markup language files, universal resource locator, domain namespaces, and internet protocol addresses (the "Website") located at the Website which are hereby incorporated by reference. Acquirer has read, understands and agrees to those terms, disclaimer, and privacy.
1.3. White Paper. LaunchPAD has prepared the White Paper, which is available at the Website, describing matters relating to the LaunchPAD Technology. The White Paper and related technical documentation, as it may be amended from time to time, is hereby incorporated by reference. Acquirer has read and understands the White Paper and technical White Paper and any related past, present and future documentation and its contents.
1.4. LNCH Tokens.
a. No Purpose. As mentioned above, the LNCH Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although LNCH Tokens may be tradable at the full responsibility and execution of third parties, they are not an investment, currency, security, commodity, a currency swap, security or commodity or any other kind of financial instrument.
b. LaunchPAD’s Use of Proceeds. Acquirer acknowledges and understands that the proceeds from the acquisition of the LNCH Tokens will be utilized by LaunchPAD in its sole discretion.
ARTICLE TWO: LNCH TOKEN DISTRIBUTION
2.1. Allocation and Distribution of LNCH Tokens. LaunchPAD intends to allocate and distribute LNCH Tokens (the “LNCH Token Distribution”) in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes details regarding the timing (the “LNCH Distribution Period”) and pricing of the LNCH Token Distribution and the amount of LNCH Tokens that will be distributed. During the LNCH Distribution Period, LaunchPAD will provide specific procedures on how Acquirer should acquire LNCH Tokens through the official Website accessed on the internet with the official URL (as defined below). By purchasing LNCH Tokens, Acquirer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and official URL (as defined below) and follow such procedures may result in Acquirer not receiving any LNCH Tokens. Any Acquirer of LNCH Tokens may lose some or all of the amounts paid in exchange for LNCH Tokens, regardless of the acquisition date. The access or use of the LNCH Distribution Contract, access or use of the LNCH Token Contract and/or the receipt or acquisition of LNCH Tokens through any other means other than the official Website are not sanctioned or agreed to in any way by LaunchPAD. Acquirer should take great care that the website used to acquire LNCH Tokens has the following universal resource locator (the "URL"): HTTPS://LNCH.ORG .
2.2. No U.S. or Chinese Acquirers. LNCH Tokens are not being offered or distributed to U.S. persons (as defined below) or Chinese persons (as defined below). If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia (a “U.S. Person”), or, if you are citizen, resident of, or a person located or domiciled in, or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the People’s Republic of China (a “Chinese Person”), do not acquire or attempt to acquire LNCH Tokens. The LNCH Tokens are not being offered to U.S. Persons or Chinese Persons. U.S. Persons and Chinese Persons are strictly prohibited from using the LNCH Distribution Contract, using the LNCH Token Contact and/or purchasing LNCH Tokens and Company is not soliciting acquisitions by U.S. Persons or Chinese Persons in any manner whatsoever. If a U.S. Person or a Chinese Person uses the LNCH Distribution Contract, uses the LNCH Token Contract and/or acquires LNCH Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement shall be deemed null and void and of no force or effect. Company is not bound by this Agreement if this Agreement has been entered into by a U.S. Person or a Chinese Person as Acquirer. If Acquirer has entered into this Agreement or has acquired LNCH Tokens on behalf of a U.S. Person or a Chinese Person, Company may take all necessary and appropriate actions, in its sole discretion, including referral of information to the appropriate authorities. Any U.S. Person or Chinese Person who uses the LNCH Distribution Contract, uses the LNCH Token Contract and/or acquires LNCH Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless LaunchPAD and all LaunchPAD’s Parties from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the “Damages”) incurred by a LaunchPAD Party that arises from or is a result of such U.S. Person’s or Chinese Person’s unlawful, unauthorized or fraudulent use of the LNCH Distribution Contract, unauthorized use of the LNCH Token Contract and/or the receipt or acquisition of LNCH Tokens.
2.3. Allocation and Sale of LNCH Tokens to LaunchPAD Parties. Acquirer understands and consents to the participation of the LaunchPAD Parties in the acquisition of LNCH Tokens, including people who may work on the development and implementation of the LaunchPAD Technology or who may work for LaunchPAD’s future businesses which LaunchPAD may establish with a portion of the proceeds from the LNCH Token Distribution. All such LaunchPAD Parties will participate on the same terms as every other Acquirer of LNCH Tokens and will be bound by this Agreement.
2.4. No Representations and Warranties. The LNCH Tokens will be distributed to Acquirers pursuant to the LNCH Distribution Contract and the LNCH Token Contract. None of the LaunchPAD Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the LNCH Distribution Contract, the LNCH Token Contract or the LNCH Tokens or their utility, or the ability of anyone to acquire or use the LNCH Tokens. Without limiting the foregoing, none of the LaunchPAD Parties represent or warrant that the process of purchasing the LNCH Tokens or receiving the LNCH Tokens will be uninterrupted or error-free or that the LNCH Tokens are reliable and error-free. As a result, Acquirer acknowledges and understands that Acquirer may never receive LNCH Tokens and may lose the entire amount or any amount(s) Acquirer paid to LaunchPAD. Acquirer shall provide an accurate and verifiable digital wallet address to LaunchPAD for receipt of any LNCH Tokens distributed to Acquirer pursuant to the LNCH Distribution Contract and the LNCH Token Contract.
2.5. Not an Offering of Securities, Commodities, or Swaps. The sale of LNCH Tokens and the LNCH Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Acquisitions, purchases and/or sales of LNCH Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
2.6. Not an Investment. Acquirer should not participate in the LNCH Token Distribution or acquire LNCH Tokens for investment purposes. LNCH Tokens are not designed for investment purposes and should not be considered as a type of investment. Within twenty-three (23) hours from the end of the LNCH Distribution Period, all LNCH Tokens will no longer be transferable and the LNCH Token Contract will prevent all further transfers and public key mappings. At this point, the distribution of LNCH Tokens will be complete. Acquirer acknowledges, understands and agrees that Acquirer should not expect and there is no guarantee or representation or warranty by Company or any LaunchPAD Party that: (a) the LaunchPAD Technology will ever be adopted; (b) the LaunchPAD Technology will be adopted as developed by LaunchPAD and not in a different or modified form; (c) a blockchain utilizing or adopting the LaunchPAD Technology will ever be launched; and (d) a blockchain will ever be launched with or without changes to the LaunchPAD Technology and with or without a distribution matching the fixed, non-transferable LNCH Token balances. Furthermore, LNCH Tokens will not have any functionality or rights on the LaunchPAD Platform and holding LNCH Tokens is not a guarantee, representation or warranty that the holder will be able to use the LaunchPAD Platform, or receive any tokens utilized on the LaunchPAD Platform, even if the LaunchPAD Platform is launched and the LaunchPAD Technology is adopted, of which there is no guarantee, representation or warranty made by Company.
2.7. Not for Speculation. Acquirer acknowledges and agrees that Acquirer is not purchasing or acquiring LNCH Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial and profit-making purposes.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The acquisition of LNCH Tokens: (a) does not provide Acquirer with any rights in any respect to LaunchPAD or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property, patents, copyrights, trademarks), or other financial or legal rights; (b) is not a loan to LaunchPAD; and (c) does not provide Acquirer with any ownership or other interest in LaunchPAD.
3.2. Intellectual Property. LaunchPAD retains all right, title and interest in all of LaunchPAD's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, technology, programs, applications, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Acquirer may not use any of LaunchPAD's intellectual property for any reason without LaunchPAD's prior written consent.
ARTICLE FOUR: SECURITY AND DATA; TAXES
4.1. Security and Data Privacy.
a. Acquirer’s Security. Acquirer will implement reasonable and appropriate measures designed to secure or encrypt access to: (i) any device associated with Acquirer and utilized in connection with Acquirer’s acquisition of LNCH Tokens; (ii) private keys to Acquirer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Acquirer is no longer in possession of Acquirer’s private keys or any device associated with Acquirer’s account or is not able to provide Acquirer’s login or identifying credentials, Acquirer may lose all of Acquirer’s LNCH Tokens and/or access to Acquirer’s account. LaunchPAD or any LaunchPAD Party is under no obligation to recover any LNCH Tokens and Acquirer acknowledges, understands and agrees that all acquisitions of LNCH Tokens are non-refundable and Acquirer will not receive money or other compensation for any LNCH Tokens acquired.
b. Additional Information. Upon LaunchPAD's request, Acquirer will immediately provide to LaunchPAD information and documents that LaunchPAD, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, in the case of an individual, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements, in the case of an entity, formation documents, organizational documents, evidence of due authorization, good standing certificates and such other documentation as may be reasonably requested. Acquirer consents to disclosure of such information and documents in order to comply with applicable laws, regulations, rules or agreements. Acquirer acknowledges that LaunchPAD may refuse to distribute LNCH Tokens to Acquirer until such requested information is provided.
4.2. Taxes. Acquirer acknowledges, understands and agrees that: (a) the acquisition and receipt of LNCH Tokens may have tax consequences for Acquirer; (b) Acquirer is solely responsible for Acquirer’s compliance with Acquirer’s tax obligations; and (c) LaunchPAD and LaunchPAD’s past, present and future employees, officers, directors, advisors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, partners, joint-venturers, agents, representatives, legal counsels, accountants, bankers, predecessors, successors and assigns, bears no liability or responsibility with respect to any tax consequences to Acquirer.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF ACQUIRER
By purchasing LNCH Tokens, Acquirer represents and warrants to each of the LaunchPAD Parties that:
5.1. Not a U.S. Person or Chinese Person: Acquirer is not a U.S. Person or a Chinese Person.
5.2. Authority. Acquirer has all requisite power and authority to execute and deliver this Agreement, to use the LNCH Distribution Contract and the LNCH Smart Contract, acquire LNCH Tokens, and to carry out and perform its obligations under this Agreement.
a. If an individual, Acquirer is at least 18 years old and of sufficient legal age and capacity to acquire LNCH Tokens.
b. If an entity, Acquirer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.3. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of Acquirer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Acquirer 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 Acquirer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Acquirer.
5.4. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Acquirer.
5.5. Acquirer Status. Acquirer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (an “Acquirer Event”), and there is no proceeding or investigation pending or, to the knowledge of Acquirer, threatened by any governmental authority, that would reasonably be expected to become the basis for an Acquirer Event.
5.6. Acquirer Knowledge and Risks of Project. Acquirer 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 hardware, paper, digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Acquirer’s acquisition of LNCH 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 LNCH Tokens, and liability to the LaunchPAD Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Acquirer has obtained sufficient information in order to make an informed decision to acquire LNCH Tokens.
5.7. Funds; Payments.
a. Funds. The funds, including any fiat, virtual currency or cryptocurrency, Acquirer uses to acquisition LNCH Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Acquirer will not use the LNCH Tokens to finance, engage in, or otherwise support any unlawful activities.
b. Payments. All payments by Acquirer under this Agreement will be made only in Acquirer’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.
5.8. Miscellaneous Regulatory Compliance.
a. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Acquirer complies with all anti-money laundering and counter-terrorism financing requirements.
b. Sanctions Compliance. Neither Acquirer, nor any person having a direct or indirect beneficial interest in Acquirer or LNCH Tokens being acquired by Acquirer, or any person for whom Acquirer is acting as agent or nominee in connection with LNCH 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 SIX: DISCLAIMERS
6.1. Acquirer expressly acknowledges, understands and agrees that Acquirer is using the LNCH Distribution Contract, the LNCH Token Contract and purchasing LNCH Tokens at the Acquirer’s sole risk and that the LNCH Distribution Contract, the LNCH Token Contract and LNCH Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by LaunchPAD or any LaunchPAD Party and Acquirer shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty. (A) NONE OF LAUNCHPAD OR AND LAUNCHPAD PARTY MAKES AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE LNCH DISTRIBUTION CONTRACT, THE LNCH TOKEN CONTRACT AND THE LNCH TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ARTICLE SEVEN: RISKS
LNCH TOKENS MAY HAVE NO VALUE. ACQUIRER MAY LOSE ALL AND ANY AMOUNTS PAID. Acquirer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the LNCH Tokens (including those not discussed herein), all of which could render the LNCH Tokens worthless or of little value:
7.1. No Rights, Functionality or Features. LNCH Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. LNCH Tokens do not entitle holders to participate on the LaunchPAD Platform, even if the LaunchPAD Platform is launched and the LaunchPAD Technology’s development is finished and the LaunchPAD Technology is adopted and implemented.
7.2. LaunchPAD Platform. Acquirer should not acquisition LNCH Tokens in reliance on the LaunchPAD Platform because LNCH Tokens are not usable on the LaunchPAD Platform and do not entitle Acquirer to anything with respect to the LaunchPAD Platform.
7.3. Acquisition Price Risk. The distribution of LNCH Tokens will occur at the end of each set period during the LNCH Distribution Period. The acquisition price an Acquirer receives for LNCH Tokens depends upon the actions of all other users sending ether (“ETH”) to the LNCH Token Contract during the same period. Everyone sending ETH during the same period receives the same price. It is possible for other people to send in a large amount of ETH after Acquirer and dramatically increase the price Acquirer and everyone else pays per LNCH Token received. There are no guarantees as to the price of LNCH Tokens acquired by Acquirer and no guarantees that the price per LNCH Token determined each period by the market will be equal to or higher in the subsequent periods of the LNCH Distribution Period. There is the possibility that the price per LNCH Token in subsequent periods of the LNCH Distribution Period falls below the price paid by initial Acquirers of LNCH Tokens during the LNCH Distribution Period. LaunchPAD reserves the right to change the duration or schedule of the LNCH Distribution Period for any reason, including, without limitation, bugs in the LNCH Distribution Contract or the LNCH Token Contract or the unavailability of the Website or other unforeseen procedural, environmental or security issues.
7.4. Blockchain Delay Risk. On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ETH contributed to the LNCH Smart Contract in the final seconds of a distribution period may not get included for that period. Acquirer acknowledges and understands that the Ethereum blockchain may not include the Acquirer’s transaction at the time Acquirer expects and Acquirer may not receive LNCH Tokens the same day Acquirer sends ETH.
7.5. Ethereum Blockchain. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Acquirer acknowledges and understands that Ethereum block producers may not include Acquirer’s transaction when Acquirer wants or Acquirer’s transaction may not be included at all.
7.6. Ability to Transact or Resell. Acquirer may be unable to sell or otherwise transact in LNCH Tokens at any time, or for the price Acquirer paid. By using the LNCH Distribution Contract or the LNCH Token Contract or by purchasing LNCH Tokens, Acquirer acknowledges, understands and agrees that: (a) LNCH Tokens may have no value; (b) there is no guarantee or representation of liquidity for the LNCH Tokens; and (c) LaunchPAD and the LaunchPAD Parties are not and shall not be responsible for or liable for the market value of LNCH Tokens, the transferability and/or liquidity of LNCH Tokens and/or the availability of any market for LNCH Tokens through third parties or otherwise.
7.7. Token Security. LNCH Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the LNCH Distribution Contract, the LNCH Token Contract or the LNCH 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 LNCH 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 LNCH Tokens or result in the loss of Acquirer’s LNCH Tokens, the loss of Acquirer’s ability to access or control Acquirer’s LNCH Tokens or the loss of ETH in Acquirer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of LNCH Tokens are not guaranteed any remedy, refund or compensation.
7.8. Access to Private Keys. LNCH Tokens may be held by Acquirer in Acquirer’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 Acquirer’s digital wallet or vault storing LNCH Tokens will result in loss of such LNCH Tokens, access to Acquirer’s LNCH 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 Acquirer uses, may be able to misappropriate Acquirer’s LNCH Tokens. The LaucnhPAD Parties are not responsible for any such losses.
7.9. LNCH Tokens Will Become Non-Transferable. Acquirer acknowledges and understands that LNCH Tokens will become non-transferrable within twenty-three (23) hours after the end of the LNCH Distribution Period. At this time, Acquirer will no longer be able to map a public key to Acquirer’s account and Acquirer will not be able to transfer LNCH Tokens on the Ethereum blockchain. Some cryptocurrency exchanges may on their own accord enable LNCH Tokens to continue trading, but the exchanges will be unable to accept new deposits or authorize withdrawals of LNCH Tokens.
7.10. New Technology. The LaunchPAD Technology and the LaunchPAD Platform and all of the matters set forth in the White Paper are new and untested. The LaunchPAD Technology might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the LaunchPAD Technology will be ever be launched and there may never be an operational LaunchPAD Platform. Acquirer should not rely on the LaunchPAD Technology or the ability to receive tokens associated with the LaunchPAD Platform in the future. Even if the LaunchPAD Technology is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the LaunchPAD Technology may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the LNCH Tokens and any tokens transferable on the LaunchPAD Platform may become outdated.
7.11. Reliance on Third-Parties. Even if completed, the LaunchPAD Technology 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, properly carry out their obligations, or otherwise meet anyone’s needs, in good faith, all of might have a material adverse effect on the LaunchPAD Technology and LaunchPAD Platform.
7.12. Failure to Map a Public Key to Acquirer’s Account. Failure of Acquirer to map a public key to Acquirer’s account may result in third parties being unable to recognize Acquirer’s LNCH Token balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the LaunchPAD Technology of which LaunchPAD makes no representation or guarantee.
7.13. Exchange and Counterparty Risks. If Acquirer sends ETH to the LNCH Token Contract from an exchange or an account that Acquirer does not control, pursuant to the LNCH Token Contract, LNCH Tokens will be allocated to the account that has sent ETH; therefore, Acquirer may never receive or be able to recover Acquirer’s LNCH Tokens. Furthermore, if Acquirer chooses to maintain or hold LNCH Tokens through a cryptocurrency exchange or other third party, Acquirer’s LNCH Tokens may be stolen or lost. In addition, third parties may not recognize Acquirer’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the LaunchPAD Technology. By using the LNCH Distribution Contract, the LNCH Token Contract and/or by purchasing LNCH Tokens, Acquirer acknowledges and agrees that Acquirer sends ETH to the LNCH Token Contract through an exchange account and/or holds LNCH Tokens on a cryptocurrency exchange or with another third party at Acquirer’s own and sole risk.
7.14. Changes to the LaunchPAD Technology. The LaunchPAD Technology is still under development and may undergo significant changes over time. Although LaunchPAD intends for the LaunchPAD Technology to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the LaunchPAD Technology and launches the LaunchPAD Platform also may make changes, any of which may mean that the LaunchPAD Platform does not meet Acquirer’s expectations.
7.15. Risk of Alternative Blockchains based on LaunchPAD Technology. The LaunchPAD Technology will not likely be fully licensed under an open source license until after the end of the LNCH Distribution Period; however, it is possible somebody will not respect the LaunchPAD Technology copyright or will modify the LaunchPAD Technology after it has been released under an open source license. Therefore, it is possible for someone to utilize the LaunchPAD Technology to build and launch blockchain protocols using a token distribution other than the one intended for the LNCH Tokens pursuant to the LaunchPAD Technology both prior to or after the LaunchPAD Technology has become licensed as open source.
7.16. Risk of Lack of Transferability in Blockchain Cryptographic Token. The LaunchPAD Technology is built such that any blockchain that adopts the LaunchPAD Technology will require approval of holders of not less than 15% of the total issued and outstanding LNCH Tokens before tokens on such blockchain (the “Blockchain Tokens”) can be transferred. In other words, if the LaunchPAD Technology is adopted, it will be the responsibility of holders holding at least 15% of the issued and outstanding LNCH Tokens to adopt one or more blockchains in order for Blockchain Tokens received on such blockchains to be transferrable. Acquirer acknowledges, understands and agrees that if the LaunchPAD Technology is adopted and the requisite vote described above is not obtained, Acquirer may not be able to transfer any Blockchain Tokens Acquirer receives.
7.17. Project Completion. The development of the LaunchPAD Technology 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.
7.18. Lack of Interest. Even if the LaunchPAD Technology is finished and adopted and the LaunchPAD Platform is launched, the ongoing success of the LaunchPAD Platform 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 LaunchPAD Platform.
7.19. 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 LNCH Tokens in various ways, including, for example, through a determination that LNCH Tokens are regulated financial instruments that require registration. LaunchPAD may cease the distribution of LNCH Tokens, the development of the LaunchPAD Technology or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.20. 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 LaunchPAD and/or pursue enforcement actions against LaunchPAD. Such governmental activities may or may not be the result of targeting LaunchPAD in particular. All of this may subject LaunchPAD to judgments, settlements, fines or penalties, or cause LaunchPAD 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 LNCH Tokens and/or the development of the LaunchPAD Technology.
ARTICLE EIGHT: LIMITATION OF LIABILITY; INDEMNIFICATION
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Acquirer disclaims any right or cause of action against LaunchPAD and the LaunchPAD Parties of any kind in any jurisdiction that would give rise to any damages whatsoever. Neither LaunchPAD nor the LaunchPAD Parties shall be liable to Acquirer for any type of Damages, even if and notwithstanding the extent they have been advised of the possibility of such Damages. Acquirer agrees not to seek any refund, compensation or reimbursement from LaunchPAD, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages. In no circumstances will the aggregate joint liability of LaunchPAD and the LaunchPAD Parties, whether in contract, warrant, tort or other theory, for Damages to Acquirer under this Agreement exceed the amount received by LaunchPAD from Acquirer.
8.3. Force Majeure. Acquirer understands and agrees that LaunchPAD and the LaunchPAD Parties, shall not be liable and disclaims all liability to Acquirer 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.
8.4. Release. To the fullest extent permitted by applicable law, Acquirer releases the LaunchPAD and the LaunchPAD Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Acquirer and the acts or omissions of third parties.
a. To the fullest extent permitted by applicable law, Acquirer will indemnify, defend and hold harmless and reimburse the LaunchPAD Parties from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by LaunchPAD or a LaunchPAD Party arising from or relating to: (i) Acquirer’s acquisition or use of LNCH Tokens; (ii) Acquirer’s responsibilities or obligations under this Agreement; (iii) Acquirer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Acquirer; (v) Acquirer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Acquirer that is negligent, unlawful or constitutes willful misconduct.
b. LaunchPAD and the LaunchPAD Parties reserves the right to exercise sole control over the defense, at Acquirer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Acquirer and LaunchPAD.
9.1. Informal Dispute Resolution. Acquirer and LaunchPAD 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 three hundred and sixty (360) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.
9.2. Binding Arbitration. Any Dispute not resolved within 360 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the rules selected by Company 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 one selected by Company. The language to be used in the arbitral proceedings shall be one selected by Company. The governing law of the Agreement shall be as set forth in Section 10.1 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. LaunchPAD and Acquirer will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
9.3. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Acquirer 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 TEN: MISCELLANEOUS
10.1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws determined and shall be selected by Company, 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 any other jurisdiction.
10.2. Assignment. Acquirer shall not assign this Agreement without the prior written consent of LaunchPAD. Any assignment or transfer in violation of this Section 10.2 will be null and 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.
10.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by LaunchPAD or any LaunchPAD Party about the LNCH Tokens, the LaunchPAD Technology, the LaunchPAD Platform, Blockchain Tokens or any other tokens on the LaunchPAD Platform.
10.4. 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.
10.5. Modification of Agreement. Company may modify this Agreement at any time by
posting a revised version on the Website, available at the Website address URL.
The modified terms will become effective upon posting. It is Acquirer’s responsibility to check the Website regularly for modifications and to determine modifications to this Agreement.
10.6. Termination of Agreement; Survival. This Agreement will terminate upon the completion of all deployment in the LNCH Token Distribution. LaunchPAD or any LaunchPAD Party reserves the right to terminate this Agreement, in its sole discretion, in the event that Acquirer breaches this Agreement. Upon termination of this Agreement: (a) all of Acquirer’s rights under this Agreement immediately terminate; (b) Acquirer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
10.7. No Waivers. The failure by LaunchPAD 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 LaunchPAD’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.
10.8. No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement 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 this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third party beneficiary rights in any person.
10.9. Electronic Communications. Acquirer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Acquirer pursuant to this Agreement or in connection with or related to Acquirer’s acquisition of LNCH Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Acquirer, in electronic form.
LNCH TOKEN DEPLOYMENT
The LNCH Token Distribution will take place over 341 days starting on April 30, 2018 at 13:00:00 UTC. Fourteen trillion (14,000,000,000,000) LNCH Tokens will be distributed according to the schedule below:
1. Seven trillion (7,000,000,000,000) LNCH Tokens will be distributed during a 5 day period beginning on April 30, 2018 at 13:00:00 UTC and ending on May 5, 2018 at 12:59:59 UTC.
2. Seven trillion (7,000,000,000,000) LNCH Tokens will then be split evenly into 350 consecutive 23 hour periods of twenty billion (20,000,000,000) LNCH Tokens each beginning on May 5, 2018 at 13:00:00 UTC.
At the end of the 5 day period and at the end of each 23 hour period referred to above, the respective set number of LNCH Tokens set forth above will be distributed pro rata amongst all authorized acquirers, based on the total ETH contributed during those periods, respectively, as follows:
Number of LNCH Tokens distributed to an authorized acquirer = a * (b/c)
a = Total ETH contributed by an authorized acquirer during the period.
b = Total number of LNCH Tokens available for distribution in the period.
c = Total ETH contributed by all authorized acquirers during the period.
As an example in which Bob and Jill represent all authorized acquirers:
1. 20 LNCH Tokens are available during a period.
2. Bob contributes 4 ETH and Jill contributes 1 ETH during the period. The period ends.
3. As a total of 5 ETH were contributed for 20 LNCH Tokens during the period, 1 LNCH Token will be distributed for every 0.25 ETH contributed. Therefore, Bob receives 16 LNCH Tokens and Jill receives 4 LNCH Tokens.
If a LaunchPAD Platform adopting the LaunchPAD Technology is launched, the default LaunchPAD Technology configuration developed by LaunchPAD will lock new founders tokens distributed pursuant to such LaunchPAD Platform in a smart contract and release such tokens to LaunchPAD at the conclusion of the final period. The LaunchPAD Technology configuration of the LaunchPAD Platform will be ultimately determined by a third party who initializes a genesis block and starts the LaunchPAD Platform.