CREDITS Token Sale Agreement

Consumer notice: this CREDITS Token Sale Agreement is not an offer of securities or a collective investment scheme, nor does it require registration with or approval from the Monetary Authority of Singapore. You are advised to read this document carefully and in full.

Document number 1.0
Posted: September 11, 2017
Effective Date: September 11, 2017

1. Introduction of the ICO of CREDITS Platform and the features of the CREDITS digital token

CREDITS.COM PTE. LTD, a company existing under the laws of the Republic of Singapore, with the registration number 201725929C Address: 79 Ayer Rajah Crescent #05-08 Singapore 139955 (hereinafter the “the CREDITS”) welcomes You (hereinafter the “User”) to use CREDITS’s smart contract deployed in Ethereum decentralized platform (hereinafter “CREDITS Smart-Contract”) in accordance with the terms of this CREDITS Token Sale Agreement.

CREDITS is an online blockchain platform. We provide online blockchain technology and smart contracts to individuals and entities that wish to use a platform (the “Platform”). Each person or entity can use a platform (a “Project Creator”) can create smart contracts, add information to blockchain use cryptocurrency CREDITS and other actions permited by terms and conditions.

The fee for the services and goods listed above will be set by the CREDITS and carried out in digital tokens - ‘CREDITSs’ (hereinafter ‘KC’ or ‘the CREDITS digital token’).

The CREDITS digital token is created according to the ERC20 specifications of the Ethereum blockchain. The CREDITS digital token is developed to organize the interaction of an ecosystem of the participants in the CREDITS Platform, including but not limited to Project Authors, Backers, Advisers, Escrow-agents, Translators, Designers, and Advertisers.

The CREDITS digital token is a cryptographically secured representation of a token-holder's rights to obtain in future the services and goods through the CREDITS Platform, which only a token-holder may purchase for the KC.

The User acknowledges, understands and agrees that ownership of the CREDITSs does not grant the User the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the CREDITS, or CREDITS Platform, or any other CREDITS’s property or any part of it.

The User is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to: (i) Risk of Losing Access to Tokens Due to Loss of Private Key(s), (ii) Risks Associated with the Ethereum Platform Protocol, (iii) Risk of Hacking and Security Weaknesses, (iv) Risk of Uninsured Losses, (v) Risks Associated with Uncertain Regulations and Enforcement Actions.

The CREDITS digital tokens should not be deemed as securities or a collective investment scheme:

(i) the CREDITS digital tokens do not grant to the User any voting or ownership rights;

(ii) the CREDITS digital tokens do not grant to the User any return on investment;

(iii) the CREDITS digital tokens do not grant to the User any profit and passive income from the ownership of the CREDITS digital tokens.

Therefore, the CREDITS digital tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such.

The User may purchase the CREDITS digital token through the Initial Coin offering (hereinafter ‘ICO’) during the period of the ICO from 15/11/2017 to 10/12/2017 (hereinafter ‘ICO Period’) in accordance with this CREDITS Token Sale Agreement.

By purchasing the CREDITS digital tokens the User expressly acknowledge and assume these risks. If you have any questions regarding this information or regarding this CREDITS Token Sale Agreement, please contact us at support@CREDITS.com.

2. CREDITS Offer

This CREDITS Token Sale Agreement constitutes an offer to conclude the agreement for purchase and use of the CREDITS digital tokens under the conditions stated below (the CREDITS Offer for purchase and use of the CREDITS digital tokens) and can be accepted by any person (with the exception of the user specified in Article 7 of the CREDITS Token Sale Agreement) not otherwise than by adherence to the entire this CREDITS Token Sale Agreement, including the conditions of its applications, which are deemed to be its integral part.

This this CREDITS Token Sale Agreement includes and hereby incorporates by reference the following applications: The CREDITS White paper, collectively, with this this CREDITS Token Sale Agreement.

The CREDITS may, in its sole discretion, amend the CREDITS Token Sale Agreement at any time by posting a revised version on the site at https://www.CREDITS.com.

Any revisions to the CREDITS Token Sale Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”). If the change includes an increase of the fees charged by the CREDITS, such change would take effect after five (5) days after it was posted.

3. User’s Acceptance

To become a party of the CREDITS Token Sale Agreement, which means the acceptance of the CREDITS Offer for purchase and use of the CREDITS digital token under the conditions stated below, the User shall purchase any amount of the CREDITS digital tokens in accordance with the technical recommendations of the CREDITS, which shall be published at https://www.CREDITS.com.

By purchasing the CREDITS digital tokens in accordance with the technical recommendations of the CREDITS, the User acknowledges and agrees that fully and unconditionally accepts the CREDITS Offer for purchase and use of the CREDITS digital tokens under the conditions stated in the CREDITS Token Sale Agreement, without any reservation or exception.

The moment when the CREDITS Token Sale Agreement is concluded (the acceptance of the CREDITS Offer for purchase and use of the CREDITS digital token), shall be the moment of the first purchase of the CREDITS digital token by the User.

If you do not agree to all of the terms of the CREDITS Token Sale Agreement, You may not purchase any amount of the CREDITS digital tokens.

4. The User’s Digital signature

After registration on the website https://www.CREDITS.com the User receives a Login and Password to access the CREDITS Platform.

By using the Login and Password the User confirms the formation of his or her User’s Electronic signature, and the information in electronic form, signed by the User using the Electronic signature (using his or her Login and Password), shall be accepted by the User and the CREDITS to be an electronic document equal to a paper document signed by a handwritten signature.

All actions carried out with the use of Login and Password of the user (Electronic signature), considered to be executed by the User.

User’s account registration constitutes an acknowledgement that User is able to electronically receive, download, and print the CREDITS Token Sale Agreement and any amendments.

5. The CREDITS Token Sale Agreement Grants

The CREDITS shall grant to the User an opportunity to use the CREDITS digital tokens to purchase various support services related to blockchain and smart contract services, (iii) make various internal payments through the CREDITS Platform.

The smart-contract of the CREDITS Platform requires the CREDITS digital tokens for its work. Only the owner of the CREDITS digital tokens may purchase the services of the CREDITS Platform.

6. The CREDITS Token Sale Agreement Grant Restrictions

User shall not, and shall not allow any third party to:

(i) insert into the CREDITS Platform, the CREDITS smart-contract and the CREDITS digital token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the CREDITS Platform, the CREDITS smart-contract and the CREDITS digital token to cease operating, or to damage, interrupt, or interfere with any end user data;

(iii) use the CREDITS digital tokens for of illegal or unlawful actions or other unauthorized purposes;

(iv) exceed the scope of any license granted to User hereunder.

7. Representations and Warranties

By purchasing the CREDITS digital tokens, the User represents and warrants that:

(i) the User have read and understand the CREDITS Token Sale Agreement in full;

(ii) the User have read and understand the CREDITS Whitepaper in full;

(iii) the User fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the CREDITS digital tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the CREDITS digital tokens;

(iv) the User fully understands, realizes and agrees that the CREDITS digital tokens are created on a blockchain and are designed to be used to make various internal payments through the CREDITS Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the CREDITS digital tokens;

(v) the User will not forge, or otherwise manipulate any personal or non-personal data requested by the CREDITS in the process of the User’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the CREDITS in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the CREDITS or in accordance with the applicable law.

(vi) the User’s purchase of the CREDITS digital tokens complies with applicable laws and regulations in the User’s jurisdiction;

(vii) the User is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or digital tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; the User is not a citizen or resident of, or located in United States, and do not have a primary residence or domicile in the United States; the User is not a citizen or resident of, or located in Singapore, and do not have a primary residence or domicile in Singapore; the User is not a citizen or resident of, or located in China, and do not have a primary residence or domicile in China;

(viii) the User do not intend to hinder, delay or defraud the CREDITS or any other users of the CREDITS Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Singapore or in any place of the world.

(ix) the User understands CREDITS conduct PRE-IC and ICO for the subsequent development, maintenance and promotion of the CREDITS platform and company may spend all received tekens during and after PRE-IC and aICO. Tokens received in period during and after PRE-IC and aICO CREDITS are not refundable to User (buyer) and the amount from the sale of tokens will be spent for the following goals: Development of software for the CREDITS blockchain platform with smart contracts and the cryptocurrency For general administrative, operational, capital, marketing and other expenses of the platform operator activities Fund for supporting projects created on the CREDITS cryptocurrency and platform.

8. Purchasing of the CREDITS digital tokens

The User may purchase the CREDITS digital token in return for an opportunities to obtain in future the services and goods listed above through the CREDITS Platform.

In order to purchase the CREDITS digital tokens the User must comply with the requirements of Article 7 of the CREDITS Token Sale Agreement.

The CREDITS shall reserve the right to refuse selling the CREDITS digital token to anyone who does not meet criteria necessary for their buying, as set out hereunder or by the applicable law.

The CREDITS digital tokens shall be issued in a limited number. All the CREDITS digital tokens shall be of equal functionality.

The User may purchase the CREDITS digital tokens during the ICO Period by exchanging ethers (ETH) or Bitcoins (BTC) for the CREDITS digital tokens at the exchange rate 1ETH per 2000 CREDITS digital tokens, and other bonuses may be applied in accordance with the rules of the CREDITS Token Sale Agreement.

9. Taxes

The User shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under the CREDITS Token Sale Agreement.

10. Trademark License and Use

The User acknowledges and agrees that the CREDITS’s Trademarks are owned solely by the CREDITS, and agrees to use the CREDITS’s Trademarks only in the form and manner prescribed by the CREDITS. The CREDITS acknowledges that all the User’s Trademarks are owned solely by the User, and agrees to use the User’s Trademarks only in the form and manner prescribed by the User.

11. Trademark Restrictions

The User shall not remove, modify, adapt, or prepare derivative works of any CREDITS’s Trademarks, CREDITS’s copyright notices, or other CREDITS’s proprietary rights notices.

12. Proprietary rights

The CREDITS Token Sale Agreement does not convey the title or ownership of the CREDITS Platform, the CREDITS smart-contract from the CREDITS to the User but instead gives the User only the limited rights and abilities to use the CREDITS digital tokens as set forth above. The CREDITS reserves all rights not expressly granted by the CREDITS Token Sale Agreement.

The User acknowledges and agrees that CREDITS Platform and its source code form, all enhancements, corrections and modifications to the CREDITS Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the CREDITS Platform, are and shall remain the sole and exclusive property of the CREDITS.

13. Liability

The CREDITS Platform and the CREDITS digital tokens are provided «as is».

The User acknowledges and agrees that the CREDITS Platform and the CREDITS digital tokens may contain bugs or minor mistakes, which the CREDITS promises to correct if possible.

The User acknowledges and agrees that the CREDITS does not warrant the User any financial or other type of outcome, which is the result of the use of the CREDITS Platform and the CREDITS digital tokens.

Nevertheless, the Parties shall be responsible for compliance with the terms of the CREDITS Token Sale Agreement, for fulfillment of the User’s commitments and guarantees in the manner and in the amount prescribed by the CREDITS Token Sale Agreement, in particular:

(i) In case of filing accusations, claims or lawsuits to the CREDITS related to non-compliance by the User of the CREDITS Token Sale Agreement and/or engagements entered by the User during the participation of the ICO, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the CREDITS documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(ii) In case of filing accusations, claims or lawsuits against the CREDITS, related to non-compliance by the User with exclusive rights or other rights of third parties, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the CREDITS documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.

(iii) In case of the Users’ violation his obligations under Article 7 of the CREDITS Token Sale Agreement, the CREDITS reserves the right to (i) terminate the User’s Account, (ii) demand full compensation from the User for losses caused by every violation; (iii) bring a case before a court if the compensation doesn't cover the CREDITS’s loss; (iv) release the information relating to the User’s identity and location to any authorized officer in accordance with the applicable law.

14. The CREDITS Token Sale Agreement term & termination

The CREDITS Token Sale Agreement between the CREDITS and the User shall commence upon acceptance by User of all the terms of the CREDITS Token Sale Agreement by clicking the purchase button or by purchasing any amount of the CREDITS digital tokens and using any part of the CREDITS smart-contract and the CREDITS Platform, and shall continue until terminated in accordance with the terms of the CREDITS Token Sale Agreement.

The CREDITS shall have the right at its sole discretion and without any prior written notice terminate the CREDITS Token Sale Agreement if:

(a) the User provided invalid data to complete the registration process;

(b) the User failed to comply with the requirements of Article 7 of the CREDITS Token Sale Agreement;

(c) the User failed to comply with the other terms and conditions of the CREDITS Token Sale Agreement.

Upon termination of the CREDITS Token Sale Agreement, for whatever reason, all licenses granted by the CREDITS to the User under the CREDITS Token Sale Agreement, User’ Account, User’s CREDITS digital tokens shall be immediately terminate without any data restoration.

Upon termination of the CREDITS Token Sale Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of the CREDITS Token Sale Agreement.

15. Miscellaneous

Notices: Any notice or other communication under the CREDITS Token Sale Agreement shall be in writing and shall be considered given and received when sent by email.

Competent law and jurisdiction: the laws of the Republic of Singapore govern the CREDITS Token Sale Agreement and the relationship between the Parties. Any disputes and disagreements arising from the CREDITS Token Sale Agreement will be settled by negotiations between the Parties. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the legislation of the defendant’s principal place of business and location.

Severability: If any provision of the CREDITS Token Sale Agreement is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of the CREDITS Token Sale Agreement shall remain in full force and effect.