ParkApp Pay Token Sale
CAR Token Purchase Agreement
Last Updated: May 10, 2018
This CAR Token Purchase Agreement (this “Agreement”) contains the terms and conditions that regulate your use of the CAR distribution smart contract (the “CARDistribution Contract”); use of the related ERC-20 CAR token smart contact (the “CARToken Contract”); and purchase of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “CARTokens”).
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, Company (ParkApp) and Buyer (You) hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees to the following:
MATTERS RELATING TO PARKAPP SOFTWARE AND CAR PLATFORM:
ParkApp is developing the PARKAPP software (the “PARKAPP Software”) as further described in the PARKAPP Technical White Paper (the “White Paper”);
You will not configure and/or launch any public blockchain platform adopting the open source PARKAPP Software (the “ParkApp Platform”) for any purpose;
BINDING AGREEMENT: Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of CAR Tokens.
CAR TOKENS IS A UTILITY TOKEN ONLY. The CAR Tokens do not imply any dividends, distribution of company profits or equity stake position in a ParkApp company. You can only use CAR Token within the ParkApp platform ecosystem to get service developed to function within the ParkApp platform ecosystem.
PURCHASE OF CAR TOKENS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED.
COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL CAR TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
1: ACCEPTANCE OF AGREEMENT AND PURCHASE OF CAR TOKENS
1.1. This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on the official https://parkapp.iowebsite (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Buyer. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
1.3. White Paper. Company has prepared the White Paper, which is available at https://parkapp.io, describing matters relating to the ParkApp Software. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Buyer has read and understands the White Paper and its contents.
1.4. CAR Tokens.
No Dividends. As mentioned above, the CAR Tokens do not have any equity stake rights and are not the securities. Although CAR Tokens may be tradable on the cryptocurrency exchange, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the CAR Tokens will be utilized by Company in its sole discretion.
2.1. Allocation and Distribution of CAR Tokens. ParkApp intends to allocate and distribute CARTokens (the “CAR Token Distribution”) in accordance with the timing (the “CAR Distribution Period”) and pricing of the CARToken Distribution and the amount of CARTokens that will be distributed. During the CARDistribution Period, ParkApp will provide specific procedures on how Buyer (You) should purchase CARTokens through the official Website. By purchasing CARTokens, Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Buyer not receiving any CARTokens. The access or use of the CARDistribution Contract, access or use of the CARToken Contract and/or the receipt or purchase of CARthrough any other means other than the official Website are not sanctioned or agreed to in any way by the ParkApp Parties. Buyer should take great care that the website used to purchase CARTokens has the following universal resource locator (URL): https://parkapp.io/.
2.2. Allocation and Sale of CARTokens to ParkApp Parties. Buyer understands and consents to the participation of the Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of CAR Tokens, including people who may work on the development and implementation of the PARKAPP Software or who may work for ParkApp’s future businesses which ParkApp may establish with a portion of the proceeds from the CAR Token Distribution. All such ParkApp Parties will participate on the same terms as every other buyer of CAR Tokens and will be bound by this Agreement.
2.3. No Representations and Warranties. The CAR Tokens will be distributed to buyers thereof pursuant to the CAR Token Contract. None of the ParkApp 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 CAR Token Contract or the CAR Tokens or their utility, or the ability of anyone to purchase or use the CAR Tokens. Without limiting the foregoing, none of the ParkApp Parties represent or warrant that the process of purchasing the CAR Tokens or receiving the CAR Tokens will be uninterrupted or error-free or that the CAR Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive CAR Tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate digital wallet address to Company for receipt of any CAR Tokens distributed to Buyer pursuant to the CAR Token Contract.
2.4. Not an Offering of Securities, Commodities, or Swaps.The sale of CAR Tokens and the CAR Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of CAR 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.
2.5. Not an Investment. Buyer should not participate in the CAR Token Distribution or purchase CAR Tokens for investment purposes. CAR Tokens are not designed for investment purposes and should not be considered as a type of investment. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that: (a) the PARKAPP Software will ever be adopted; (b) the PARKAPP Software will be adopted as developed by ParkApp and not in a different or modified form; (c) a blockchain utilizing or adopting the PARKAPP Software will ever be launched; and (d) a blockchain will ever be launched with or without changes to the PARKAPP Software and with or without a distribution matching the fixed, non-transferable CAR Token balances.
2.6. Not for Speculation. Buyer acknowledges and agrees that Buyer is not purchasing CAR Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
2.7 NO U.S. BUYERS: CAR Tokens are not being offered or distributed to U.S. 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”), do not purchase or attempt to purchase CAR Tokens.
2.8. No U.S. Buyers. The CAR Tokens are not being offered to U.S. persons. U.S. persons persons are strictly prohibited and restricted from using the CAR Token Contact and/or purchasing CAR Tokens and Company is not soliciting purchases by U.S. persons in any way. If a U.S. person uses the CAR Token Contract and/or purchases CAR Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a U.S. person as Buyer or Buyer has entered into this Agreement or has purchased CAR Tokens on behalf of a U.S. person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any U.S. person who uses the CAR Token Contract and/or purchases CAR Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless ParkApp and ParkApp’s respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns 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 ParkApp Company that arises from or is a result of such U.S. person’s unlawful, unauthorized or fraudulent use of the CAR Token Contract and/or the receipt or purchase of CAR Tokens.
3.1. No Claim, Loan or Ownership Interest. The purchase of CAR Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.
3.2. Intellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
4.1. Security and Data Privacy.
Buyer’s Security. Buyer will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of CAR Tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s CAR Tokens and/or access to Buyer’s account. Company is under no obligation to recover any CAR Tokens and Buyer acknowledges, understands and agrees that all purchases of CAR Tokens are non-refundable and Buyer will not receive money or other compensation for any CAR Tokens purchased.
Additional Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, 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, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute CAR Tokens to Buyer until such requested information is provided.
4.2. Taxes. Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of CAR Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.
By buying CAR Tokens, Buyer represents and warrants to each of the ParkApp Parties that:
5.1. Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to use the CAR Smart Contract, purchase CAR Tokens, and to carry out and perform its obligations under this Agreement.
If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase CAR Tokens.
If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.2. 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 Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
5.3. 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 Buyer.
5.4. Buyer Status. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.
5.5. Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of CAR 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 CAR Tokens, and liability to the ParkApp Company and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or wilful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase CAR Tokens.
5.6. Funds; Payments.
Funds. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase CAR Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the CAR Tokens to finance, engage in, or otherwise support any unlawful activities.
Payments. All payments by Buyer under this Agreement will be made only in Buyer’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.
5.7. Miscellaneous Regulatory Compliance.
Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.
Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or CAR Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with CAR 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.
5.8.Not a U.S. Person:Buyer is nota United States citizen and is notphysically located in the United States of America.
6.1. Buyer expressly acknowledges, understands and agrees that Buyer is using the CAR Token Contract and purchasing CAR Tokens at the Buyer’s sole risk and that the CAR Token Contract and CAR 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 Company and Buyer shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE CAR TOKEN CONTRACT AND THE CAR 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.
6.3. Cryptocurrency rates. ParkApp Company is not responsible for the rates of any cryptocurrency or relation to fiat currencies.
CAR TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the CAR Tokens (including those not discussed herein), all of which could render the CAR Tokens worthless or of little value:
7.1. No Rights, Functionality or Features.CAR Tokens do not entitle holders to participate on the CAR Platform, even if the CAR Platform is launched and the PARKAPP Software’s development is finished and the PARKAPP Software is adopted and implemented.
7.2. Purchase Price Risk. The purchase price a buyer receives for CAR Tokens depends upon the point of the distribution period.
7.3. 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 CAR Smart Contract in the final seconds of a distribution period may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and Buyer may not receive CAR Tokens the same day Buyer sends ETH.
7.4. 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. Buyer acknowledges and understands that Ethereum block producers may not include Buyer’s transaction when Buyer wants or Buyer’s transaction may not be included at all.
7.5. Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in CAR Tokens at any time, or for the price Buyer paid. By using the CAR Token Contract or by purchasing CAR Tokens, Buyer acknowledges, understands and agrees that: (a) CAR Tokens may have no value; (b) there is no guarantee or representation of liquidity for the CAR Tokens; and (c) the ParkApp Parties are not and shall not be responsible for or liable for the market value of CAR Tokens, the transferability and/or liquidity of CAR Tokens and/or the availability of any market for CAR Tokens through third parties or otherwise.
7.6. Token Security. CAR Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the CAR Token Contract or the CAR 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 CAR 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 CAR Tokens or result in the loss of Buyer’s CAR Tokens, the loss of Buyer’s ability to access or control Buyer’s CAR Tokens or the loss of ETH in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of CAR Tokens are not guaranteed any remedy, refund or compensation.
7.7. Access to Private Keys. CAR Tokens purchased by Buyer may be held by Buyer in Buyer’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 Buyer’s digital wallet or vault storing CAR Tokens will result in loss of such CAR Tokens, access to Buyer’s CAR 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 Buyer uses, may be able to misappropriate Buyer’s CAR Tokens. Company is not responsible for any such losses.
7.8 New Technology. The PARKAPP Software and the CAR Platform and all of the matters set forth in the White Paper are new and untested. The PARKAPP Software might not be capable of completion, implementation or adoption. It is possible that no blockchain utilizing the PARKAPP Software will be ever be launched and there may never be an operational CAR Platform. Buyer should not rely on the PARKAPP Software or the ability to receive tokens associated with the CAR Platform in the future. Even if the PARKAPP Software is completed, implemented and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the PARKAPP Software may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the CAR Tokens and any tokens transferable on the CAR Platform may become outdated.
7.9. Reliance on Third-Parties. Even if completed, the PARKAPP Software 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, all of might have a material adverse effect on the PARKAPP Software and CAR Platform.
7.10. Failure to Map a Public Key to Buyer’s Account. Failure of Buyer to map a public key to Buyer’s account may result in third parties being unable to recognize Buyer’s CAR Token balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the PARKAPP Software of which Company makes no representation or guarantee.
7.11. Exchange & Counterparty Risks. If Buyer sends ETH to the CAR Token Contract from an exchange or an account that Buyer does not control, pursuant to the CAR Token Contract, CAR Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s CAR Tokens. Furthermore, if Buyer chooses to maintain or hold CAR Tokens through a cryptocurrency exchange or other third party, Buyer’s CAR Tokens may be stolen or lost. In addition, third parties may not recognize Buyer’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the PARKAPP Software. By using the CAR Distribution Contract, using the CAR Token Contract and/or by purchasing CAR Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the CAR Token Contract through an exchange account and/or holds CAR Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.
7.13 Changes to the ParkApp software. The Software is still under development and may undergo significant changes over time. Although Company intends for the ParkApp’s software 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 Software and launches the CAR Platform also may make changes, any of which may mean that the CAR Platform does not meet Buyer’s expectations.
7.14. Project Completion. The development of the ParkApp software 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.
7.15. Lack of Interest. Even if the Software is finished and adopted and the CAR Platform is launched, the ongoing success of the CAR Platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the CAR Platform.
7.16. 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 CAR Tokens in various ways, including, for example, through a determination that CAR Tokens are regulated financial instruments that require registration. Company may cease the distribution of CAR Tokens, the development of the Software or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.17. 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 CAR Tokens and/or the development of the ParkApp Software.
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the ParkApp of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any ParkApp Party. Each of the ParkApp Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a ParkApp Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from a ParkApp Party, 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 the ParkApp, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
8.3. Force Majeure. Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4 Release. To the fullest extent permitted by applicable law, Buyer releases the ParkApp 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 Buyer and the acts or omissions of third parties.
To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse the ParkApp from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a ParkApp arising from or relating to: (i) Buyer’s purchase or use of CAR Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
Company reserves the right to exercise sole control over the defense, at Buyer’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 Buyer and Company.
9.1. Informal Dispute Resolution. Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”).
10.1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the respective country, 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.
10.2. 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 any ParkApp Party about the CAR Tokens, the ParkApp Software, the CAR Platform, Blockchain Tokens or any other tokens on the CAR Platform.
10.3. 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.
10.4. Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at https://parkapp.io/agreement. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
10.5. Termination of Agreement; Survival. This Agreement will terminate upon the completion of all sales in the CAR Token Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer 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.
10.6. 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.
10.7. Electronic Communications. Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of CAR Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.
The CAR Token Distribution between buyers will only be executed after delivering a working functional platform to use the CAR token.
Total issued tokens - One billion (1,000,000,000) CAR Tokens.
68% of the total amount of CAR Tokens to be allocated for sale.
24% of the total amount of CAR Tokens to be remained for Company’s use on sole Company’s discretion.
8% of the total amount of CAR Tokens will be reserved for potential infrastructure partners