These terms and conditions (the “Terms”) are governing the purchase, sale, receipt, holding and use of $STOP tokens generated, issued, minted or created by LETSTOP Limited or any Affiliate thereof (the “Tokens”) and anyone who holds, uses, transacts, purchases or is otherwise economically related to the Tokens shall be hereinafter referred to as a “Holder”).
As such, these Terms apply to each Holder and by holding, using, transacting, purchasing or by being otherwise economically related to, or willfully affected by, the Tokens (each of the same shall be hereinafter referred to as “Holding”), agrees to and shall be bound by these Terms.
By Holding the Tokens, and thus, accepting these Terms, the Holder does not rely on any representation, warranty or other provision except as expressly provided in these Terms and all conditions, warranties or other terms and any implied law are hereby excluded to the fullest extent permitted by law.
Ownership of the Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction within the Platform. These Terms shall not and cannot be considered as an invitation to enter into an investment or purchase any security or financial instrument.
These Terms do not constitute or relate in any way, nor should they be considered, as an offering of securities or financial instruments in any jurisdiction. These Terms do not include or contain any information or indication that might be considered as a recommendation, investment advice or that might be used to base any investment decision. The Tokens are to be used and viewed as utility tokens and are not intended to be used as an investment or for any other profit generation purpose.
The Holder acknowledges that the Tokens do not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue shares or voting rights or intellectual property rights in the Company or any Affiliate thereof. Purchasing the Tokens shall not grant any right or influence over the Company’s (or any affiliate thereof) organization and governance to the Holder, other than the rights underlying the Tokens, subject to the limitations and conditions contained in these Terms.
For purposes of these Terms, the following terms shall have the following meanings:
“Affiliate” means with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.
“Agent” means with respect to any Person, any of its 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 or any other persons authorized to act on its or their behalf.
“Company” means LETSTOP Limited.
“Holder” has the meaning ascribed to it in the preamble to these Terms.
“Holding” has the meaning ascribed to it in the preamble to these Terms.
“Person” means any individual, firm, partnership, joint venture, trust, corporation, limited liability entity, unincorporated organization, estate or other entity (including a governmental authority).
“Platform” means the INFS Platform as such term is defined in the Whitepaper.
“Platform Launch” means the public release of a version of the Platform, which will provide for the utilization of the Tokens, following the completion of a test launch and security audits, as determined by the Company in its sole discretion.
“Platform Launch Date” the date in which the Platform Launch occurs.
“Sanctioned Jurisdiction” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide sanctions, or any of the following: Afghanistan, Belarus, Bosnia and Herzegovina, Burundi, Central African Republic, China and Hong Kong (Arms embargo), Democratic People’s Republic of Korea (North Korea) , Democratic Republic of the Congo, Guinea, Republic of Guinea-Bissau, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Myanmar, Nicaragua, Russia (Including Crimea and non-government-controlled regions in Ukraine) , Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe, Algeria, Djibouti, Egypt, Jordan, Kyrgyzstan, Lesotho, Mauritania, Mozambique, Niger, Oman, Qatar, Senegal.
“Tax” means any federal, state, local, net income, alternative or add-on minimum, estimated, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital profits, lease, service, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, abandoned property or escheat, environmental or windfall profit tax, customs duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with all interest, penalties, additions to tax and additional amounts with respect thereto.
“Tokens” means INFS Tokens issued by the Company.
“USD” means United States Dollars.
“Whitepaper” means the whitepaper formally issued by the Company in and shall be available from time to time for review at https://whitepaper.letstop.io/ and may be changed, revised and updated from time to time;
“Wallet” means shall mean a cryptographic public private key pair, typically used in context of virtual currency for the purpose of holding funds denominated in that virtual currency;
The definitions in this Section 1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The words “herein”, “hereof” and “hereunder” and words of similar import refer to these Terms in its entirety and not to any part hereof unless the context shall otherwise require. Unless the context shall otherwise require, any references to any agreement or other instrument or statute or regulation are to it as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provisions) up to the date of these Terms. Any reference to any supranational, national, federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
2.1. Tokens.
2.1.1. The Tokens shall be utilized as a means of payment or in-app purchases of certain items within the Platform by the exchange thereof into Credits.
2.1.2. We do not endorse any use of the Tokens outside of the Platform (including any exchanges) or any transaction in Tokens or the trading thereof into any kind of asset other than LETSTOP in-app Credits (the “Credits”).
2.2. Credits.
2.2.1. Credits are the primary reward mechanism within the LETSTOP app, earned by users for their safe driving practices. These credits are central to the platform’s functionality and offer a variety of uses.
2.2.1.1. The credits drivers earn can be redeemed for various types of vouchers and gift cards.
2.2.1.2. Drivers can use credits to upgrade their virtual car within the app. These upgrades may increase the rewards they earn during future drives, offering more incentives and a higher potential for earning additional Credits.
2.2.1.3. Conversion to STOP Tokens: Each one (1) LETSTOP credit is equivalent to a one (1) $STOP token, facilitating a seamless integration between earning rewards through safe driving and cryptocurrency.
3.1. The purchase of Tokens from the Company (whether by cash or in-app credits) or any other party is final, and there are no refunds or cancellations except as may be required by applicable law or regulation, if any. The Company reserves the right to refuse or cancel Token purchases at any time in its sole and absolute discretion. In such an event the consideration paid by the applicable Holder shall be rejected or refunded.
3.2. At any time prior to, or following the Platform Launch, the Company may either temporarily suspend or permanently abort the Platform Launch. During any period of suspension or in the event that the Platform Launch is aborted, Tokens shall not be available for purchase and any available funds or form of cryptocurrency wired by the Holder to the Company for the purposes of purchasing Tokens shall be returned to the Holder. The Company may use all or part of the Holder’s payment prior to the temporary suspension or permanent termination of the Platform Launch and therefore only a portion of each Holder’s payment may be returned to the each such Holder.
4.1. The Company may determine, in its sole and absolute discretion, that it needs to perform certain due diligence on certain prospective Holders for general business purposes and compliance with applicable law. As part of the Company’s due diligence process, the Company or an accreditation service in its behalf may request that the Holder provide certain information and KYC materials. The Holder agrees to provide the Company with such information promptly upon request and acknowledges and accepts that the Company may refuse to sell Tokens prior to provision of such requested information or material in a form that is satisfactory to the Company.
4.2. By Holding the Tokens or accessing the Platform, you agree that the Company shall have the right to unilaterally determine whether you have violated any of the your obligations or representations under these Terms, including, for the avoidance of doubt, the failure to provide the Company with certain information and KYC materials, and take any required action without procuring your consent or giving prior notice to you including, but are not limited to: (i) blocking your access to the Platform; (ii) freezing your account; or (iii) publishing the alleged violations and actions that have been taken.
The Holder hereby acknowledges, understands, and agrees that (i) the Holding, purchase and receipt of Tokens may have tax consequences for Holder, (ii) any amount paid or any other asset provided to the Company is exclusive of all applicable Taxes, and (iii) the Holder is solely responsible for Holder’s compliance with Holder’s Tax obligations.
Holder shall, in addition to the other amounts payable under these Terms, pay all applicable Taxes, which are levied or imposed by reason of the transactions contemplated by these Terms, excluding only taxes based on the Company’s net income. Holder agrees to indemnify, defend, and hold the Company, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Holder’s failure to report or pay any such Taxes, duties or assessments.
7.1. The Holder represent and warrants to the Company that any information provided by the Holder prior to the purchase or receipt of Tokens or thereafter in connection with the Holding of the Tokens, is current, true, correct and complete and do not omit to state any material fact necessary in order to make the statements contained therein not misleading. If any information provided in the Purchaser Questionnaire or thereafter in connection with the Holding of the Tokens changes in any material respect on or following the date hereof, the Holder agrees to promptly notify the Company of any change to the information provided, but in any event within fourteen (14) calendar days of the change.
7.2. You acknowledge and agree that any download, installation, use or access you make in connection with the App or the Platform is done at your sole risk, and shall be your sole responsibility, in accordance with the Terms.
7.3. You represent and warrant that you: (i) do not reside; (ii) are not located; (iii) do not have a place of business; or (iv) are not conducting business (any of which makes you a “Resident”) in the state of New 6York. You further represent and warrant that you are not a Resident of any other state or country that requires virtual currency businesses to be licensed.
7.4. You represent and warrant that you are not: (i) a US Person, as such term is defined in Regulation S of the Securities Act of 1933 of the United States, unless you are an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D, promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended; (ii) a Resident of a jurisdiction in which access to, trading or use of the Tokens (as defined below) is prohibited by applicable law, decree, regulation, treaty, or administrative act, (iii) a Resident of, or located in, a jurisdiction that is subject to U.S. sanctions or embargoes or a Resident of a Sanctioned Jurisdiction (as defined below), or (iv) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if the country of your residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease trading or use of the Tokens.
7.5. You represent and warrant that: (i) you have full power and authority to consummate the transactions contemplated under these Terms; (ii) if you are entering into these Terms on behalf of a legal entity, such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (iii) if you are entering into these Terms on behalf of a legal entity, all corporate action on the part of such entity, its shareholders and directors or partners, as the case me be, that are necessary for the authorization, execution and performance of all of such entity’s obligations under these Terms have been taken; (iv) these Terms have been duly agreed to by you and your agreement to these Terms is valid and binding upon you and enforceable in accordance with the terms hereof.
7.6. You represent and warrant that neither you nor any person or entity directly or indirectly controlling, controlled by or under common control with an entity you control is a person identified as a terrorist or terrorist organization on any relevant lists maintained by governmental authorities.
7.7. You represent and warrant that none of the Wallet, cash or property that have been used in the context of your use of the Platform or in the performance of Orders, or will pay or be used, to the Company, has been or shall be derived from, or related to, any activity that is deemed criminal under the laws of any applicable jurisdiction.
7.8. You represent and warrant that you (or, in the event you are acting on the behalf of any corporate entity, then such entity, as applicable) are the lawful owner of the Wallet or Tokens to be used in the context of your use of the Platform and that none of the Wallet, Tokens, cash or property that have been used in the context of your Holding of the Tokens, are not subject to the rights and legitimate interests of any third party and that such Wallet, Tokens, cash or property and of all rights thereto, are free and clear of all liens, claims, charges, encumbrances, restrictions, rights or options to purchase.
7.9. You represent and warrant that none of the cash or property that have been used in the context of your Holding of the Tokens, shall cause the Company or its affiliates, directors, officers and representatives to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or, the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the Israeli Prohibition on Money Laundering Law, 5760-2000, and any regulations promulgated thereunder, as such laws and regulations may be amended from time to time, or any similar laws or regulations of any other applicable jurisdiction.
7.10. You agree to be bound by any affirmation, assent or agreement that you transmit to the Company or its affiliates by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent you give to receive communications from the Company or any of its affiliates solely through electronic transmission. You agree that when you click on an “I Agree,” “I Consent,” or other similarly worded button or entry field with a mouse, keystroke or other device, your agreement or consent will be legally binding and enforceable on you or, in the event you are acting on the behalf of any corporate entity, on such entity, as applicable, and will be the legal equivalent of the your handwritten signature on an agreement that is printed on paper.
7.11. You represent and warrant that you have conducted your own analysis and made its own decision to enter into these Terms and agree to purchase the Tokens and have obtained, or had the chance to obtain, such independent advice (including accounting, legal and tax advice) in this regard as you deemed appropriate and you have not relied in such analysis or decision on any Person other than your own independent representatives. You represent and warrant that you understood that you have had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the Offering of the Tokens with the Company’s management and has obtained sufficient information in order to make an informed decision to purchase Tokens and\or to enter into these Terms.
7.12. You hereby clarify that you are familiar with the English language and do not require translation to any other language. You hereby agree that you have been represented by counsel during the review and entry into these Terms or have had the opportunity to obtain one and, therefore, these Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. In the event any ambiguity or question of intent or interpretation arises, these Terms shall be construed as if drafted jointly by both Parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any provision of these Terms.
8.1. You hereby acknowledge and agree that all intellectual property rights including, but not limited to, all copyrights, trademarks, patents, characters, trade names, software code, trade secrets, icons, logos, layouts, and graphics are the Company’s exclusive intellectual property and are all protected by national and international intellectual property laws and treaties including all applicable copyright laws and regulations. Please note that the Platform may contain third-party copyrights, graphics, logos or trademarks, and you are not granted any right or license with respect to our trademarks or the trademarks of any third party.
8.2. Subject to the terms and conditions of the Terms and your compliance with applicable laws and regulation, the Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license and the right to use and access the Platform on a mobile device that you own or control or via a computer, solely for your own internal purposes. Nothing in the Terms shall be construed to grant you any rights in the Platform, and all such rights not granted hereunder are expressly reserved by the Company.
8.3. As part of the Platform and the services and products therewith, we look forward to users’ comments, suggestions or feedback including with respect to improvements, compliments, or other issues as related to the Platform (“Feedback”). Please be aware that Feedback provided to us shall not be considered confidential or proprietary. You acknowledge and agree that by submitting Feedback to us, you hereby grant us a fully paid-up, worldwide, non-exclusive, perpetual, sub-licensable, irrevocable license to use, reproduce, display and publish such Feedback, without any additional consideration.
8.4. Except as set forth hereunder, you may not copy, alter, adapt, modify, reproduce, distribute or commercially exploit any materials, including graphics, video, text, audio, software code, design, logos or user interface from the Platform, without our prior written consent. You hereby represent and undertake that you will not make any copies of, decompile or disassemble, reverse engineer, distribute, modify, adapt, translate or otherwise transfer, rent, lease, resell, sublicense or otherwise commercially exploit the Platform or any part thereof, except as permitted hereunder.
9.1. To the fullest extent permitted by applicable law, the Holder shall fully and effectively indemnify, defend and hold harmless the Company and its Agents from and against any and all claims, judgements, demands, actions, damages, losses, costs and expenses (including Taxes as well as reasonable professional and legal fees) that arise from or relate to: (i) the purchase or Holding of Tokens; (ii) the Holder’s responsibilities or obligations under these Terms; (iii) violation of these Terms by the Holder; or (iv) violation of the Holder of any rights of any other person or entity.
9.2. The Company reserves the right to exercise sole control over the defense, at the Holder’s expense, of any claim subject to this indemnity. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Holder and the Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN WRITING BY THE COMPANY, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND MADE BY THE COMPANY, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET THE HOLDER’S REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS SHALL BE CORRECTED; AND (C) THE COMPANY CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
11.1. NEITHER THE COMPANY NOR ANY OF ITS RESPECTIVE REPRESENTATIVES OR AFFILIATES, SHALL BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL OR INDIRECT LOSS, LOSS OF PROFIT OR REVENUE, LOSS OF GOODWILL OR SPECIAL, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS.
11.2. OTHER THAN IN THE EVENT OF THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY, THE AGGREGATE COMBINED LIABILITY OF THE COMPANY ARISING OUT OF OR RELATED TO THESE TERMS AND/OR THE TOKENS, WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE LOWER OF: (I) THE TOTAL AMOUNT PAID BY THE HOLDER FOR THE TOKENS; OR (II) $500.
11.3. HOLDER ACKNOWLEDGES THAT ALL OF THE HOLDER’S RIGHTS AND REMEDIES ARE CONTAINED OR REFERRED TO IN THESE TERMS, AND THE HOLDER SHALL NOT HAVE ANY OTHER RIGHT OR REMEDY, INCLUDING A CLAIM FOR INNOCENT OR NEGLIGENT MISREPRESENTATION OR NEGLIGENT MISSTATEMENT.
11.4. EVERY TERM OR CONDITION IMPLIED BY LAW IN ANY JURISDICTION IN RELATION TO THE SUBJECT MATTER OF THESE TERMS SHALL BE EXCLUDED TO THE FULLEST EXTENT POSSIBLE, AND TO THE EXTENT THAT IT IS NOT POSSIBLE TO EXCLUDE ANY SUCH TERM OR CONDITION, THE HOLDER IRREVOCABLY WAIVES ANY RIGHT OR REMEDY IN RESPECT OF IT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HOLDER RELEASES THE COMPANY AND ANY OF ITS RESPECTIVE REPRESENTATIVES OR AFFILIATES, INCLUDING BUT NOT LIMITED TO ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS, FROM ALL AND ANY 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 THE ACTS OR OMISSIONS OF THIRD PARTIES. THE HOLDER EXPRESSLY WAIVES ANY RIGHTS THE HOLDER MAY HAVE UNDER ANY LAW THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH THE HOLDER MAY KNOW OR SUSPECT TO EXIST IN THE HOLDER’S FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT THE HOLDER’S LEGAL RIGHTS. THIS SECTION REQUIRES EACH HOLDER TO ARBITRATE ALL DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH EACH HOLDER CAN SEEK RELIEF FROM THE COMPANY.
14.1. These Terms, any non-contractual obligations and any dispute, Claims, suits, actions, causes of action, demands, proceedings or controversies (collectively, “Disputes”) arising out of or relating thereto shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of any jurisdiction and exclusive of any provisions of the United Nations Convention on the International Sale of Goods which shall not apply to the transactions contemplated hereunder or otherwise.
14.2. Any Disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination shall first be settled amicably by way of good faith negotiations between the Parties within thirty (30) days of the delivery of a formal written notice of such Dispute provided by one Party to the other Party (the “Resolution Period”). If the Parties fail to reach an amicable settlement of the Dispute within the Resolution Period, the matter shall be referred to, and finally settled by, confidential binding arbitration as set forth under this Section 14.
14.3. The Parties agree that, subject to the provisions of Section 14.2, any Claim brought by either Party to interpret or enforce any provision of these Terms shall be brought in, and each Party agrees to, and does hereby, submit to the jurisdiction and venue of, confidential binding arbitration as set forth in this Section 14 and in accordance with the the BVI International Arbitration Centre Arbitration Rules (the “Arbitration” and the “Arbitration Rules”, respectively), which are hereby incorporated by reference. The Arbitration Rules and additional information about the BVI International Arbitration Centre are available at https://bviiac.org/arbitration-rules/.
14.4. Any Arbitration will occur in the British Virgin Islands in the English language. The arbitration will be conducted confidentially by a single arbitrator appointed by the the BVI International Arbitration Centre in accordance with the Arbitration Rules (the “Arbitrator”).
14.5. The enforceability of this Section 14 will be both substantively governed by and construed and enforced in accordance with the Arbitration Rules, to the maximum extent permitted by applicable law. The Arbitrator, however, shall not be bound by any rules of procedure or any procedural law.
14.6. Except for any Dispute in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of the Intellectual Property or the Confidential Information, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, in which case either Party at any time may pursue equitable relief before any court of competent jurisdiction without the necessity of posting a bond or other security, or proving actual damages or that monetary damages are not an adequate remedy, either Party (i) save as expressly provided herein, waives any of such Party's respective rights to have any and all Disputes arising from or related to these Terms resolved in any court, and (ii) to the extent relevant and applicable to the jurisdiction of the Parties, each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to any Claim or otherwise in connection with these Terms. Instead, each of the Parties will arbitrate Disputes through binding arbitration in accordance with this Section 14.
14.7. Any Dispute arising out of or related to these Terms is personal to the Parties and shall be resolved solely through individual arbitration and shall not be brought as a class arbitration, class action or any other type of representative proceeding. No class arbitration or arbitration in which an individual may attempt to resolve a Dispute as a representative of another individual or group of individuals shall be possible. 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.
14.8. These Terms, the Arbitration Rules as amended from time to time, and the Arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court.
14.9. By agreeing to be bound by these Terms, Each Party either (i) acknowledges and agrees that such Party has read and understood the Arbitration Rules (if such Party is a corporate entity, through its authorized representative), or (ii) waives such Party's opportunity to read the Arbitration Rules and any claim that the application of the Arbitration Rules is unfair or the same should not apply for any reason.
14.10. The Parties confirm and agree that any decision issued by the Arbitrator shall be final and non-appealable and shall be enforceable in any other court or tribunal in any country having jurisdiction over the Parties, and each Party waives, now and forever, any right to contest the underlying facts, merits and conclusions of law upon which such award was based. The Parties further confirm and agree that no award or procedural order made in the Arbitration shall be published and that the entirety of the Arbitration including the existence thereof shall be confidential. The Parties shall bear the expenses and costs of the Arbitration equally without regard to the results of the Arbitration.
14.11. Notwithstanding anything to the contrary herein, the provisions of this Section 14 remain in full force and effect following termination or expiration of these Terms for whatever reason and for an indefinite period of time.
If any term or provision of these Terms is held by an arbitrator or by a court of competent jurisdiction (as the case may be) to be unenforceable under applicable law, then such provision shall be excluded from these Terms and the remainder of these Terms shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with their terms; provided, however, that in such event these Terms shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
These Terms and the Purchase Agreement (if executed with the relevant Holder) constitute the entire agreement between the Holder and the Company relating to the purchase of Tokens. The Company may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. In the event that the Company makes such changes, it shall post the amended Terms on its website. Such amended Terms shall be effective immediately once made public on the Company’s website.
The Holder may not assign any of the Holder’s rights and obligations under these Terms without the Company’s consent. The Company may assign its rights to any Affiliate thereof.
No delay or omission to exercise any right, power, or remedy accruing to the Company upon any breach or default of the Holder of these Terms, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under these Terms, or any waiver on the part of any party of any provisions or conditions of these Terms, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under these Terms or by law or otherwise afforded to the Company, shall be cumulative and not alternative. The Company shall not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond the Company’s reasonable control.
Purchasing Tokens from the Company does not create any form of partnership, joint venture or any other similar relationship between the Holder and the Company. Except as otherwise provided herein, these Terms are intended solely for the benefit of the Holder and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity. The Holder agrees and acknowledges that all agreements, notices, disclosures, and other communications that the Company provides, including these Terms, shall be provided in electronic form.
If you have any questions regarding these Terms, you may contact us at: legal@letstop.io
Last updated: December [25], 2023