DECIMAL PTE. LTD.
Company number 202037249R
400 ORCHARD ROAD #05-25
ORCHARD TOWERS Singapore 238875
In case of disagreement with any of the terms and conditions specified below and / or non-compliance of this document with the laws of the host country / country of residence, you shall refuse to participate in the Decimal token sale and / or acquire Decimal tokens. Otherwise, you shall be liable to us and third parties for covering all losses and expenses incurred as a result of non-compliance with the above-mentioned documents.
The current version of this Agreement is posted on https://decimalchain.com . It is available for review at all times.
The website administration recommends that you regularly check the conditions under this document for amendments and / or additions.
Please print out this document to make sure you have a hard copy, as we will not keep this very copy you are now reading. These terms and conditions may be unavailable on our website in the future.
READ THIS AGREEMENT CAREFULLY AND IN FULL
This Decimal Token (DEL) Purchase and Sale Agreement (hereinafter referred to as the “Agreement”) contains terms and conditions governing your use of the smart contract for DEL token distribution (hereinafter referred to as the “DEL Token Distribution Contract”), the use of the DEL token smart
contract (hereinafter referred to as “DEL Smart Contract”), as well as reception of DEL tokens distributed in the Decimal network blockchain (hereinafter referred to as the “DEL tokens”). The Agreements is concluded between you (hereinafter referred to as the “User”, “You”, “Token Holder”) and DECIMAL PTE. LTD.(Hereinafter referred to as the “Company” or “We”).
The User and the Company are separately referred to as the “Party” and jointly as the “Parties”.
Taking into account the mutual guarantees, warranties, representations and arrangements contained in this Agreement, as well as legally valid consideration, whose receipt and sufficiency are acknowledged by this Agreement, the Company and the User, the Parties have entered into this Agreement as follows:
The User acknowledges, understands and agrees with the following provisions.
ISSUES CONCERNING Decimal SOFTWARE AND Decimal PLATFORM
1. DECIMAL PTE. LTD.develops Decimal software (hereinafter referred to as the “Software”).
2. DEL tokens are designed to ensure the provision and receipt of services (jointly referred to as the “Services”) through ecosystem services and the use of Decimal software (“ecosystem”, “ecosystem services”).
3. DECIMAL PTE. LTD.is entitled to modify and use the Decimal ecosystem services and Decimal software and use for any purpose.
The User understands and agrees that he / she has obligations hereunder pursuant to the acquisition of DEL tokens.
BAN ON DEL TOKEN ACQUISITION:
DEL tokens may not be offered for sale, distributed, alienated by individuals and / or legal entities domiciled, registered, or residing in the United States of America (including all states and the District of Columbia), Puerto Rico, the United States Virgin Islands, any other possessions of the United States of America or in any other country or territory, where transactions with digital assets are prohibited or in any way restricted. Any actions of such individuals and / or legal entities aimed at the acquisition of DEL tokens shall be deemed illegal, unauthorized and fraudulent and may have negative consequences.
DEL tokens may not be offered for sale, distributed, resold or otherwise alienated in Singapore, People’s Republic of China or any other countries and territories, where transactions related to / with digital assets are banned by the government or require registration and licensing by competent public authorities.
PURPOSE OF ACQUIRING DEL TOKENS:
The User purchases DEL tokens to access the “Services” and use the ecosystem services and Decimal software.
The User does not acquire DEL tokens for any other purposes, including but not limited to any investment, speculative or other financial purposes.
The User acknowledges, understands and agrees that DEL tokens enable their holder to use the ecosystem services and Decimal software.
We do not make any warranties and representations with regard to reception by the User of any other products, services, ecosystem features, digital assets or gaining rights now or in the future.
THE RECEIVED DEL TOKENS ARE NON-REFUNDABLE. THE DISTRIBUTION RESULTS ARE FINAL.
THE PROCESS OF BUYING TOKENS CANNOT BE CANCELED AND THE FUNDS TRANSFERRED FOR THE PURCHASE OF TOKENS ARE NON-REFUNDABLE BY VIRTUE OF A SMART CONTRACT THAT CANNOT BE CANCELED.
THE USER MAY LOSE ALL FUNDS CONTRIBUTED.
DEL TOKENS MAY LOSE THEIR VALUE.
DECIMAL PTE. LTD.IS ENTITLED TO INDEMNIFICATION AGAINST LIABILITY. THE COMPANY MAY CANCEL A REQUEST FOR THE PURCHASE OF TOKENS AT ANY TIME IN ITS SOLE DISCRETION.
PLEASE READ THE DOCUMENT CAREFULLY TO UNDERSTAND THE RISKS SPECIFIED HEREIN.
1. GENERAL PROVISIONS. DEL TOKENS
"Decimal Ecosystem", "Decimal Ecosystem Services" "Decimal Software" "Decimal Blockchain" means the websites, applications, services or tools operated by DECIMAL PTE. LTD..
“Ecosystem” “Services”, “We” and “Us” refer to DECIMAL PTE. LTD..
Service means any service, feature or function offered within the Decimal Ecosystem.
The Decimal ecosystem site is a site hosted on the Internet at https://decimalchain.com where the ecosystem and software interface is hosted or available.
The Decimal ecosystem is a complex interconnected system (set) of services that can be accessed through the use of Decimal software (blockchain).
The Decimal blockchain is a continuous sequential chain of blocks (linked list, database) built according to certain rules, containing information about a certain asset (resource).
Software (program, blockchain) Decimal - software based on distributed ledger technology (computer program), including algorithms for accounting for assets (resources), as well as algorithms for delegation (transfer) of cryptocurrency in order to generate cryptocurrency and receive rewards in the form of cryptocurrency.
The software (also - the Program) Decimal exists in the form of a website, an application, and add-ons to applications (messengers).
A detailed description of the software is given on the official Decimal website. Intellectual property rights for the software, application and its elements belong to DECIMAL PTE. LTD..
Materials derived from the Program are any program, work, information developed by the User or a third party using the Program or any part of it.
Use of the Program - any actions related to the functioning of the Program in accordance with its purpose.
Confidential information - the content of the Program (source code), all copies of the Program and all derivative works associated with the Program, including, but not limited to, all updates, modifications.
Digital assets is a digital representation of values, which means "cryptocurrency", "virtual currency", "digital currency", for example, bitcoin, which is based on the cryptographic protocol of a computer network, can be centralized or decentralized, with closed or open source code and used as a means of exchange and / or storage of values.
Decimal cryptocurrency wallet means the User's account on the Decimal blockchain network, accessible through the Decimal ecosystem, which is only accessible to the Ecosystem User who has a private key and is an element of the program (Decimal blockchain), the interface of which is posted and available on the Ecosystem Website. An electronic (cryptocurrency) wallet (account) is a tool for interacting with the blockchain network.
Subscription – an act of providing personal data to the Initiator using a form available on the Website under the “Subscription” button. Subscription is a prerequisite for the Member to receive information about participation in the Token Sale.
Decimal TOKEN (DEL) tokens - an internal Decimal software token, for which you can get services within the Decimal ecosystem, which is distributed through the DEL smart contract Smart Contract is a program code, which processes payments for tokens and distributes the relevant DEL tokens to members.
Token Sale Start Date: please see the official website.
Token Sale End Date: please see the official website.
Token Sale – sale of DEL tokens.
White Paper Decimal is a white paper issued by DECIMAL PTE. LTD.which describes the strategy of the Decimal project, available at: https://decimalchain.com
The Decimal website is the portal through which the token sale will run, all subdomains and all other relevant pages of the aforementioned web page.
1.2. This Agreement enters into force and is deemed binding on the Parties in the following cases:
- the User performs actions aimed at purchasing (receiving) a DEL token (for example, ticks off on the official website https://decimalchain.com (hereinafter referred to as the "Website"), thereby confirming that he / she has read, understood and agreed to comply with all the terms and conditions hereof;
- we have previously received funds from the User.
The User agrees and confirms that he / she has read and understood all section of this Agreement, as well as the terms and conditions necessary for its execution.
1.5. DEL tokens:
1.5.1. DEL tokens enable the User to use the ecosystem services and software Decimal platforms. DEL tokens are not investments, currency, securities, commodities, derivatives or any other financial instruments, despite the fact that they may be sold in the future to other persons and are subject to the restrictions established by this Agreement.
1.5.2. Acquisition of DEL tokens:
- does not grant the User any rights in any form with respect to DECIMAL PTE. LTD., its income or assets.
- is not a loan of DECIMAL PTE. LTD.
- does not grant the User any rights of ownership with regard to DECIMAL PTE. LTD.assets.
1.5.3. The User acknowledges, understands and agrees that:
- receiving DEL tokens may have tax consequences for the User;
- he / she is solely responsible for compliance with tax obligations;
- we are not liable for any tax consequences for the User.
1.5.4. By accepting the terms and conditions of DEL Smart Contracts and DEL distribution, as well as by receiving DEL tokens, the User confirms, understands and agrees that:
- DEL tokens may have no value;
- we are not responsible for the market value of DEL tokens, their convertibility and / or liquidity.
2. USER REPRESENTATIONS AND WARRANTIES
The User receiving DEL tokens represent and warrants compliance with the following provisions:
The User is not a citizen (resident) of the United States of America (including all states and the District of Columbia), Puerto Rico, the United States Virgin Islands, any other possessions of the United States of America, Singapore, People's Republic of China or any other countries and territories, where transactions related to / with digital assets are banned by the government or require registration and licensing by competent public authorities.
The User has the necessary competence and authority to execute and accept this Agreement, use DEL Smart Contracts, distribute and receive DEL tokens.
2.1. Conclusion and execution of this Agreement will not result in violation of any existing agreements to which the User is a party (or obligations thereunder) and are consistent with any laws, rules and regulations applicable to the User.
2.2. Conclusion and execution of this Agreement do not require approval or other actions from third parties or public authorities.
2.3. The User has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptographic tokens and other digital assets, smart contracts, storage mechanisms (digital or token wallets), blockchain-based software and software systems to assess the risks and benefits of obtaining DEL tokens, including the issues outlined herein, and may bear the risks (including the loss of all funds contributed and the loss of DEL tokens), as well as the responsibility towards us and other persons for his / her actions or inaction, including for actions that are in violation of this Agreement, negligent and fraudulent in nature.
2.4. The User has received sufficient information to make a reasonable decision about participation in the distribution of DEL tokens.
2.5. The User’s funds spent on DEL tokens (including virtual currency or cryptocurrency) are not associated with any illegal activity, including money laundering or terrorism financing.
2.6. The User does not use DEL tokens to finance, participate in, or otherwise support any illegal activities.
2.7. All the User’s transactions hereunder will be made only on behalf of the User, from a digital wallet or a bank account outside the countries / territories on the blacklist approved by the Financial Action Task Force on Money Laundering (FATF).
2.8. To the extent required by applicable law, the User shall comply with all the AML/CFT requirements.
2.9. Neither the User, nor any other person having a direct or indirect beneficial interest in relation to the User or DEL tokens received by the latter, including any person represented by the User, who acts as an agent of such person with regard to DEL tokens, are subject to sanctions imposed or executed by any country or government (jointly referred to as the “Sanctions”). None of them are an organization / citizen of a country / territory officially recognized as the object of sanctions throughout the entire country / territory.
3. DISTRIBUTION OF DEL TOKENS
3.1. DECIMAL PTE. LTD.aims to distribute DEL tokens in accordance with the official Decimal website, which contains detailed information on the procedure and deadlines for the distribution of DEL tokens.
During DEL token distribution, we publish the procedures necessary for their acquisition on the official website https://decimalchain.com
By acquiring HTT tokens, the User confirms that he / she fully acknowledges and understands these procedures and their specifics. Failure to use the official website to follow such procedures may prevent the User from receiving DEL tokens.
Any User may lose some part or all of the funds contributed in exchange for DEL tokens.
Obtaining access to / using a DEL Token Distribution Contract, a DEL Smart Contract and / or obtaining DEL tokens using any other means (apart from the official Website) are unauthorized.
The User shall ensure that the website used to receive DEL tokens has the following URL: https://decimalchain.com
The User acknowledges and understands that the funds collected to distribute DEL tokens will be used by us in our sole discretion.
3.2. Prohibition on Acquisition of Tokens
3.2.1 Citizens of the United States of America (including all states and the District of Columbia), Puerto Rico, the United States Virgin Islands, any other possessions of the United States of America, Singapore, People's Republic of China, Japan are strictly prohibited from using DEL Token Distribution Contracts, DEL Smart Contracts and / or receiving DEL tokens.
We in no way offer tokens to residents of these jurisdictions. If a citizen / resident of the above-mentioned jurisdictions uses a DEL Token Distribution Contract, or a DEL Smart Contract and / or acquires DEL tokens, these actions, as well as conclusion of this Agreement shall be deemed illegal, unauthorized and fraudulent, and this Agreement – null and void.
We are not liable hereunder, if citizens (residents) of these jurisdictions conclude contracts as Users, or if DEL tokens are received on behalf of citizens (residents) of the specified territories.
We are entitled to take all reasonable actions in our sole discretion and declare this Agreement null and void, including notification of the relevant authorities.
3.2.2. Any individual or legal entity from these territories using DEL Smart Contracts and DEL Token Distribution Contracts, entering into this Agreement on an illegal, unauthorized or fraudulent basis, is fully responsible and obliged to compensate and indemnify against losses, liabilities associated with losses, costs or expenses of any kind, whether direct or indirect, compensatory, incidental, actual, punitive or special damages, including, but not limited to, loss of business, income, profit, data, goodwill or other intangible losses – collectively referred to as the “damage” – resulting from illegal, improper or fraudulent use of DEL Smart Contracts by the following persons:
A) DECIMAL PTE. LTD., officials of DECIMAL PTE. LTD., its current and future employees, directors, consultants, providers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors and successors.
3.3. Participation of DECIMAL PTE. LTD. team, developers and others persons associated with DECIMAL PTE. LTD..
The User understands and accepts the participation of past, present, and future employees of DECIMAL PTE. LTD., its officials, consultants, service providers in the distribution of DEL tokens, including specialists developing and implementing DEL software or employees engaged in future projects of DECIMAL PTE. LTD., which may be partly financed by fundraising activities during DEL token distribution. The above-mentioned persons will participate under the conditions established by DECIMAL PTE. LTD..
3.4. No representations and warranties:
DEL tokens will be distributed among Users in accordance with DEL Token Distribution Contracts and DEL Smart Contracts.
We and our consultants, as well as other persons specified in clauses 2.2 – 2.3, make no representations and warranties, express or implied, including, without limitation, any title guarantees or implied warranties of commercial use or merchantability in respect of DEL tokens.
We, as well as the persons specified in clause 3.2.2.A, make no representations and warranties that the process of obtaining DEL tokens will be faultless and DEL tokens – reliable and error-free. Thus, the
User acknowledges and understands that he / she may not receive DEL tokens and may lose all funds during their distribution.
3.5. Tokens are not securities, commodities or swaps:
DEL tokens are not securities, commodities, swaps on securities, commodities or financial instruments of any kind. DEL token distribution is not subject to any laws governing these types of financial instruments. This Agreement and all other documents referred to in this Agreement, including the White Paper, are not prospectuses, quotations, investment offers, securities offers or exchange offers aimed at receiving securities or commodities.
3.6. DEL tokens are not investment instruments:
the User may not participate in DEL token distribution or acquisition for investment purposes. DEL tokens are not intended for investment and shall not be treated accordingly.
The User acknowledges, understands and agrees that he / she has no expectations, and we make no representations and warranties: despite the fact that DEL tokens give the User the right to access and use the platform, possession of DEL tokens does not guarantee that their owner will be able to use the platform at all times.
3.7. DEL token may not be used for speculative purposes:
The User agrees and confirms that he / she has not acquired DEL tokens for the purpose of investment, speculation, exchange trading and other financial purposes.
4.1. Data security and privacy:
4.1.1. User Security.
The User shall take reasonable and appropriate measures to ensure access to: any device he / she owns, used in relation to the purchase of tokens by the User; private key to the User’s wallet or account; any other username, password, login or identification data.
4.1.2. In case of loss of access to private key or any device associated with the User Account he / she may lose all DEL tokens and / or access to the User Account.
Funds spent on DEL tokens are non-refundable. Compensation is not foreseen.
4.2. At our request, the User shall promptly provide information and documents that we consider necessary to comply with any laws, regulations, rules or agreements. The User agrees to disclose the necessary information within the law.
The User acknowledges that we may refuse to provide DEL tokens to the User until we receive the requested information.
DEL TOKENS MAY LOSE THEIR VALUE. THE USER MAY LOSE ALL FUNDS CONTRIBUTED.
The User has carefully studied, acknowledged, understood and assumed the following risks associated with DEL tokens (including those that are not discussed in this document).
5.1. DEL tokens have no legal characteristics, purpose, fields of application, external features, functions or characteristics, express or implied, other than those specified in this Agreement.
5.2. All Decimal transactions are made at the current exchange rate. There is a possibility that the cost of tokens in subsequent distribution periods will be lower than during Token Distribution. We reserve the right to change the duration of the token distribution period for any reason, including, without limitation, due to errors in DEL Token Distribution Contracts or as a result of other unforeseen events.
5.3. The User may not be able to sell DEL tokens or make other transactions in DEL tokens at the price of their acquisition.
5.4. The blocks in the Decimal blockchain are formed at random times. The User acknowledges and understands that the Decimal blockchain may not have time to complete the User's transaction when the User is waiting for it. The User may not receive DEL tokens on the same day ETH was sent. The Decimal blockchain may be temporarily overloaded resulting in delay or loss of transactions.
5.5. DEL tokens may be subject to alienation and / or theft. Since Decimal and DEL tokens are based on open source software, there is a risk that Decimal smart contracts may contain intentional or unintentional bugs that may lead to loss of control over DEL tokens or loss of ETH from the User Account. In the event of software failures, holders of DEL tokens are not guaranteed any legal protection, reimbursement or compensation.
5.6. DEL tokens received by the User may be stored in a digital wallet (account), accessible with a private key or a combination of private keys. Accordingly, its loss may result in the loss of DEL tokens and the loss of control over their balance in the blockchain. Any third party that gains access to the User's private key, including access to the digital wallet credentials or to the User’s repository, may unlawfully take hold of the User's DEL tokens. The Company is not responsible for any losses incurred by the User.
5.7. The Decimal software, as well as all the provisions of the White Paper are new and untested. Due to continuous technological progress, DEL tokens may become obsolete and dysfunctional over time. The Decimal software and platform are subject to major changes. We reserve the right to make changes to features and functions of ecosystem services and Decimal software, which may not meet the User’s expectations.
The Decimal software support may be terminated due to a number of undisclosed reasons, including lack of public interest, lack of funding, lack of commercial success or development prospects.
5.8. The User acknowledges and agrees that by sending digital assets to pay for tokens to the DEL Smart Contract address through third party programs, he / she accepts all risks.
5.9. The legal status of cryptographic tokens, digital assets and blockchain technologies is uncertain.
Changes in the legal framework regulating digital assets may adversely affect DEL tokens and our platform. For instance, it may result in a ban on the distribution of tokens and our platform operation or have other negative consequences.
5.10. Since DEL tokens do not grant any management rights with regard to the Company, all decisions related to Decimal or the Company will be made by the Company, in its sole discretion, including but not limited to the decision to terminate DEL token issuance, sale and use in DEL, or the decision to sell or liquidate the Company. These decisions can adversely affect Decimal and DEL token utility.
6.1. In cases permitted by law, the User waives any rights or causes of action against DECIMAL PTE. LTD.and the persons referred to in clause 3.2.2.A within any jurisdiction, since they may inflict losses.
6.2. DECIMAL PTE. LTD.and the persons referred to in clause 3.2.2.A are not liable to the User for any type of losses incurred by the latter, regardless of their cause and whether or not such cause is specified in this Agreement.
6.3. In all cases, joint and several liability of DECIMAL PTE. LTD.and the persons referred to in section 3.2.2.A shall not exceed the amount received by DECIMAL PTE. LTD.from the User.
6.4. The User understands and agrees that We are not liable and renounce all obligations towards the User in the event of force majeure, including natural calamities, software or other failures, bugs or vulnerability of software and smart contracts, civil unrest, government actions or orders, acts of terrorism or wars, technological changes, as well as changes in monetary conditions.
6.5. In cases permitted by law, the User shall make the necessary payments and ensure legal protection of DECIMAL PTE. LTD.and the persons referred to in clause 3.2.2.A from prosecution and claims, including claims for damages, lodged against these persons in relation to the User’s liability or obligations hereunder.
6.6. We are entitled to solely control our legal protection guaranteed at the expense of the User in relation to any claim arising from this Agreement. Reimbursement of these costs for legal protection constitutes an independent claim and shall not replace other claims for damages and other amounts due resulting from breach / non-performance of this Agreement.
6.7. The User acknowledges, understands and agrees that smart contracts for DEL tokens are used and tokens are distributed at his / her own risk. DEL tokens are acquired on an “AS IS” basis without representations and warranties from the Company.
6.8. We do not make warranties or representations and express our disclaimer regarding any statements or warranties, express, implied or established, including, without limitation, any claims or warranties with regard to title right, non-infringement, merchantability, use, purpose of tokens or fitness for any particular purpose, as well as with regard to their design, technical coding and absence of any defects, apparent or hidden.
7. SETTLEMENT OF DISPUTES
7.1. The applicable law to this Agreement, its conclusion, execution, liability, termination is the law of Singapore.
7.2. Any disputes related to these Terms are resolved through negotiations.
7.3. If it is impossible to eliminate disagreements through negotiations, they are resolved in a claim procedure. If the dispute that has arisen is not resolved within 60 (sixty) business days from the date of receipt of the User's claim, either party has the right to apply to the court for resolution of the dispute.
7.4. Any dispute arising out of or in connection with this Agreement shall be resolved personally between the User and the Company. Collective or any other representative action may not be taken.
Arbitration with a group of persons or arbitration aimed at dispute resolution by a representative of another person or a group of persons are excluded. Additionally, collective or representative action are prohibited both within and outside the jurisdiction of the arbitration court. The same is true about proceedings on behalf of another person or a group of persons.
8. INTELLECTUAL PROPERTY
8.1. DECIMAL PTE. LTD.reserves all intellectual property rights, including, without limitation, the rights to invention, idea, concept, code, discovery, processes, evaluations, methods, software, structures, formulas, methods, information, data, patents, whether or not protected by copyright, trademark, as well as any trademarks, copyrights or patents based on them. The User may not use any intellectual property of DECIMAL PTE. LTD.for any purpose without the prior written consent of DECIMAL PTE. LTD..
9.1. Relations under this Agreement shall be governed by the laws of Singapore and be consistent with the conflict of laws principles or rules to the extent that such principles or rules do not necessarily apply in accordance with the articles of association or require application within other jurisdictions.
9.2. The User shall not assign rights or delegate obligations hereunder without the prior written consent of DECIMAL PTE. LTD.to assign the Agreement to a third party.
9.3. This Agreement, including its Annexes, constituting an integral part thereof, covers all arrangements between the Parties regarding the provisions set forth and supersedes all prior agreements, arrangements and communications between the Parties.
9.4. The invalidity of one provision of the Agreement shall not result in the invalidity of the Agreement as a whole.
9.5. We reserve the right to make amendments and additions to this Agreement unilaterally without any special notice. Modified terms and conditions shall be deemed effective immediately after publication.
9.6. The Agreement will expire after completing all stages of distribution of DEL tokens. If the User violates this Agreement, the Company is entitled to terminate the Agreement in its sole discretion.
9.7. The User agrees and acknowledges that all agreements, notices, disclosures and any other information that the Company provides to the User under this Agreement or in connection with the receipt of DEL tokens by the User, including this Agreement, may be issued in electronic form.
This document does not contain any legal advice and does not constitute a sufficient basis for making any decisions. Developers, buyers, investors and other members of the token system should consult their lawyer.