Launch Dealroom

Terms & Conditions

OFFER TO PURCHASE TOKEN TRAXX TOKENS

    • As a potential purchaser of TRAXX TOKENS, You are making an offer to purchase tokens on the terms and conditions set out below. 
    • The Traxx Tokens is a ‘virtual asset’ means a digital representation of value that can be digitally traded or transferred and can be used for payment or investment purposes but does not include digital representations of fiat currencies, securities or other financial assets as defined by Criminal Justice (Money Laundering and Terrorist Financing) (Amendment) Act 2021.
    • Your offer may be accepted by us. If it is so accepted, you agreed to purchase the number of TRAXX TOKENS.
    • The agreement formed by our acceptance of your offer requires You the PURCHASER to buy and We the SELLER to sell the TRAXX TOKEN you have requested on these Terms and Conditions.
    • As the TOKEN TRAXX TOKEN will be available to you on Polygon (https://polygon.technology/).
    • You must transfer the TOTAL CONSIDERATION to Us the SELLER in accordance with these TERMS and CONDITIONS on our acceptance of your offer.
    • The details as to when and how your TRAXX TOKENS can be downloaded will be available on our website at www.sorsdigitalassets.com and on the projects website www.tokentraxx.com.  The wallet address you provide will be your gateway to downloading the tokens, you must ensure this information is correct. 
    • The SELLER will sell and assign to the PURCHASER and the PURCHASER will buy TRAXX TOKEN set out above for the TOTAL CONSIDERATION.

       

      TOKEN SALE TERMS AND CONDITIONS


      Please read the following carefully.

      By offering to purchase TRAXX TOKEN (as hereinafter described) You agree, acknowledge and accept the various disclosures the term and conditions, limitation and conditions set out herein.

      2. Warranty

      2.1 Without limitation You warrant and acknowledge that;
      (a) TRAXX TOKEN are not subject to capital market regulations or regulatory protection.
      (b) You are responsible for accounting to the relevant tax authorities in relation to any dealings in TRAXX TOKEN
      (c) You have read and agree to the terms of our Privacy Notice at https://sorsdigitalassets.com/privacy-policy/

      DISCLOSURE STATEMENT

      SORS DIGITAL ASSETS LIMITED, Company Number 649996 registered in the Ireland having its principal place of business in Co.Cork (the Seller/Us/We/SORS) 

      Upon conclusion of this agreement of sale, we and / or Token Traxx Music Limited will provide facilities for you to download the TRAXX TOKEN to the wallet designated by You (the Purchaser)

      The TOKEN TRAXX TOKEN is created for the purposes of permitting the holder/user to acquire NFT’s on the TOKEN TRAXX PLATFORM which is an on-line platform created or to be created for the purpose of creating selling and exchanging NFT’s which are related to MUSIC products.

      Not all functionalities may be available when the TOKEN TRAXX PLATFORM is first launched and the choice of NFT’S TO PURCHASE MAY BE LIMITED. Buyers should make inquiry of TOKEN TRAXX MUSIC LIMITED for information on the operation and functionality of the TOKEN TRAXX PLATFORM.

      SORS is not responsible for the creation or function of the TOKEN TRAXX PLATFORM.

      Neither SORS nor TOKEN TRAXX MUSIC LIMITED is responsible for the creation, operation or maintenance of the technology underpinning the DISTRIBUTED LEDGERs or the functionality of the blockchains created on those ledgers nor the security operation or consensus mechanisms which validate transactions conducted using the TRAXX TOKEN.

      The TRAXX TOKEN is an unregulated cryptographic artefact which will enable the holder to acquire and exchange NON-FUNGIBLE TOKENS (NFT’S) to be created by the use third parties on the TOKEN TRAXX PLATFORM. Neither SORS nor TOKEN TRAXX MUSIC LIMITED will be responsible for the creation of such NFT’s.

      Those who hold TRAXX TOKEN may be able to STAKE their tokens on the TOKEN TRAXX PLATFORM to and receive membership benefits and rewards

      YOU WARRANT THAT YOU ARE NOT ACQUIRING THE TRAXX TOKEN FOR THE PURPOSE OF SPECULATIVE INVESTMENT AND WILL NOT USE OR PROCURE OR ASSIST OTHERS TO USE TRAXX TOKEN TO FACILITATE ANY UNLAWFUL ACTIVITY.

      As a TRAXX TOKEN HOLDER, you must take great care to write down, or otherwise securely store Your PRIVATE KEY to ensure access to Your wallet. The loss of Your PRIVATE KEY will CAUSE PERMANENT LOSS of access to Your TRAXX TOKEN.

      Neither the sale, purchase, use nor operation of the TRAXX TOKEN are regulated by any central bank or other regulatory authority in any jurisdiction or territory.

      No warranty is given that any action has been or will be taken by SORS DIGITAL ASSETS LIMITED or its AFFILIATES to seek regulatory approval for the sale, use or transfer TRAXX TOKEN under the laws, regulatory requirements, or rules of any jurisdiction. 

      You acknowledge, warrant and represent that You have undertaken all prudent inquiries, secured all appropriate advice, as regard to acquisition, use, holding, disposal and taxation of TRAXX TOKEN and any transactions using or involving the TRAXX TOKEN and that you have significant relevant knowledge and experience in the holding acquisition trading in and use of cryptographic tokens digital assets, distributed/digital ledger technology/software systems to be able to make informed decision and to evaluate the risks and merits of the purchase of TRAXX TOKEN, including but not limited to the matters set forth in these TERMS AND CONDITIONS OF PURCHASE.

      ACTIVATION OF FUNCTIONALITY: It is expected that the use of TRAXX TOKEN will facilitate the activation of certain functions on the TOKEN TRAXX PLATFORM one of which will be to act as a value exchange mechanism and another for the payment of PURCHASE COSTS. 

      VALUE OF TOKENS: SORS makes no comment, representation or provides any assurance as to the value of any tokens which are acquired, used, or transmitted using the TOKEN TRAXX PLATFORM by You or on Your behalf or by any person who acquires possession of such tokens from You.

      ECONOMIC VALUE OF TOKENS: SORS does not express any view, nor make any representation or provide any assurance as to the present or future economic value of TRAXX TOKEN or of any NFTs acquired using the TOKEN TRAXX TOKEN. It is possible that all such tokens will have no economic value at all.

      NO SPECULATIVE INVESTMENT: You are not acquiring TRAXX TOKEN with a view to holding TRAXX TOKEN as a speculative investment. You warrant that You are acquiring TRAXX TOKEN and entering into this AGREEMENT with a view to acquiring NFTs that are minted and presented for purchase on the TOKEN TRAXX PLATFORM 

      PASSIVE PARTICIPATION: You acknowledge that You may see Your holdings of TRAXX TOKEN decline as a percentage of the entire population of TRAXX TOKEN over time as more TRAXX TOKEN come into existence because of network emission, network subsidy payments, and future token sales. Over time, this may result in the substantial dilution of a passive participant’s token holdings. 

      SECONDARY MARKET: The nature and extent of any secondary market for TRAXX TOKEN cannot be predicted.

      LIQUIDITY: You acknowledge that when acquiring TRAXX TOKEN, You have considered that lack of liquidity in markets for TRAXX TOKEN may prevent you from disposing of your holding or disposing of it at a substantial discount.

      3. Financial consequences of the purchase

      3.1 YOU WARRANT AND ACKNOWLEDGE THAT

      (a) The assets You use to purchase or acquire TRAXX TOKEN do not constitute a significant percentage of Your overall assets or income
      (b) Any loss of the TRAXX TOKEN or their value will not prejudice Your welfare and 
      (c) You can bear without financial hardship any, and all risks relating to the purchase, use and holding of the TRAXX TOKEN.

      3.2 To the extent that there may be a market for the sale and purchase of TRAXX TOKEN, any price or value of such tokens may be volatile (whether in private sales or on EXCHANGES and other markets). 

      3.3 There are significant risks associated with the acquisition, holding and use of cryptographic tokens which may include:

      (a) the loss of any private keys or the hardware on which these are stored will result in a complete loss of control over and use or transmission of the TRAXX TOKEN.
      (b) extreme fluctuations in price over short periods of time on a regular basis – a PURCHASER of TRAXX TOKEN should be prepared to expect fluctuations both down and up, in the price of TRAXX TOKEN denominated in Bitcoin (“BTC”) or United States dollars (“USD”) or other fiat money of other jurisdictions;
      (c) fluctuations due to market forces including, inter alia, the available supply and demand; 

      (d) changes in legal or regulatory requirements and limitations on the rights of citizens of certain countries to open accounts at exchanges or to hold, exchange or use cryptographic tokens;
      (e) variation in the volume of market transaction (liquidity) of TRAXX TOKEN from time to time and from one jurisdiction to another;
      (f) action by regulatory bodies, governments, and law-enforcement agencies in diverse territories of the use, sale, and purchase of TRAXX TOKEN (or other cryptographic tokens);
      (g) diverse events which might discourage, impede, or limit the use or exchange of TRAXX TOKEN and/or the development of the TOKEN TRAXX PLATFORM ; and
      (h) the development of “forked” versions of the DISTRIBUTED LEDGER/BLOCKCHAIN  on which the TOKEN TRAAX TOKEN are minted.
      (i) The legal status of cryptographic tokens is uncertain, differs by territory and may change over time. Regulatory authorities may criminalise the holding, transfer, use or sale of cryptographic tokens. 
      (j) It is Your responsibility to ensure that You are lawfully entitled to purchase, hold, use and transfer TRAXX TOKEN.
      (k) You are acquiring TRAXX TOKEN for the purpose of facilitate transactions on the TOKEN TRAXX PLATFORM  and/or to obtain access to the functionality that will be provided by the TOKEN TRAXX PLATFORM  and/or to facilitate staking on the TOKEN TRAXX PLATFORM.
      (l) you have read, understood and accepted the content of all up-to-date versions of:

      – These Terms and Conditions;
      – GITBOOK and the Legal Considerations, Risks and Disclaimer that can be found on the following link: https://docs.tokentraxx.com/
      – TOKEN TRAXX PRIVACY NOTICE which is set out at https://tokentraxx.com/
      (m) You have undertaken all relevant due diligence, made such enquiries as to the use function, possible value, law and taxation of cryptographic tokens and taken independent legal advice before entering into any agreement to purchase TRAXX TOKEN.

      4. Interpretation

      A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

      A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

      A reference to writing or written includes fax and email.

      Any words following the terms: including for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

      The following definitions and rules of interpretation shall apply to these Terms and Conditions and to the use, holding and transmission of TRAXX TOKEN.

      The paragraph headings in these Terms and Conditions are for convenience only and shall not affect the interpretation of these Terms and Conditions.

      AFFILIATES/AFFILIATED COMPANY any person or business directly or indirectly in control of, or controlled by, or is under common control of any of the PARTIES or which can direct or cause the direction of the management and policies of a PARTY, whether by contract or otherwise.

      AML means anti-money laundering, including all laws applicable to the PARTIES prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, fiat, or tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or ECONOMIC SANCTIONS violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.

      AVAILABLE INFORMATION all information, technical specifications, economic projections, performance data published by  Us or TOKEN TRAXX MUSIC LIMITED relating to any aspect of the possible value, use, function, or operation of the TOKEN TRAXX PLATFORM, and/or the TRAXX TOKEN.

      BUSINESS DAY 09:00 GMT through 17:00 GMT Monday to Friday inclusive when the major retail banks are open for business in London excluding bank and national holidays. 

      CONSIDERATION tokens or other assets to be exchanged for TRAXX TOKEN.

      PURCHASER/YOU a person who makes, acquires or contracts to acquire TRAXX TOKEN or where the context requires undertakes a TOKEN TRAXX TRANSACTION.

      DIGITAL TOKENS ADDRESS means an alphanumeric identifier that represents a potential destination for a tokens transfer, which typically is associated with a PERSON’s wallet.

      ECONOMIC SANCTIONS means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalised by any laws applicable to the PARTIES or applicable to any centralised or decentralised exchange, reseller, liquidity pool or other sale platform. 

      EXCHANGE a third-party undertaking, whether centralised or decentralised, regulated or unregulated, that facilitates the trading/exchange of cryptocurrencies or digital assets for other assets, such as conventional fiat money or other digital currencies.

      EXCHANGE TOKEN cryptographic token which may be used on a distributed ledger as a medium of exchange.

      GOVERNMENT means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise.

      GOVERNMENT APPROVAL means any authorization, licence, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any GOVERNMENT necessary to conduct the business of either Party or the use of any Sales Platform as contemplated by this AGREEMENT, or any transaction entered into under this AGREEMENT.

      GOVERNMENT OFFICIAL means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any PERSON who is acting in an official capacity for any of the foregoing, even if such PERSON is acting in that capacity temporarily and without compensation.

      INTELLECTUAL PROPERTY patents, utility models, rights to inventions, supplementary protection certificates, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), semiconductor topography rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      NOTICE (where the context requires), a notification given to the other PARTY in accordance with these Terms and Conditions (Clause 22).

      PARTIES Sors and You/the PURCHASER individually or collectively as the context requires.

      PERSON a natural person, corporate or unincorporated body (whether having separate legal personality).

      SORS/We/Us Sors Digital Assets Limited, Company Number 649996 registered in the Republic of Ireland. 

      TOKEN TRAXX TRADEMARKS all registered and unregistered marks and devices which are owned by or licensed to TOKEN TRAXX MUSIC LIMITED including the word TOKEN TRAXX in all jurisdictions and for all uses and variations, including the use in relation to the TOKEN TRAXX PLATFORM, the TRAXX TOKEN, TOKEN TRAXX TOKEN, TRAXX TOKEN and in relation to cryptographic tokens, decentralised finance and all services and product relating thereto.

      TRAXX TOKEN a digital artefact generated on the Ethereum Mainnet and bridge to Polygon, Zilliqa and BSC and which is represented by the current state of a distributed ledger as validated by the then current validation protocol in use on one or more public ledger ahead of the launch of the TOKEN TRAXX PLATFORM with the purpose of ensuring broad adoption and distribution of the TOKEN TRAXX TOKEN prior to the availability of large volumes of NFT’S

      TOKEN TRAXX Token Traxx Music Limited a limited liability company incorporated in ENGLAND with registration number 13753129

      TOKEN TRAXX PLATFORM  a trust-less peer-to-peer network capable of determining the order of events within a distributed system, agnostic to its operating environment based on a structured, shardable architecture which is instantiated by TOKEN TRAXX MUSIC LIMITED consistent with standards established or approved by TOKEN TRAXX MUSIC LIMITED.

      TOKEN TRAXX PROTOCOL the core code that forms the underlying layer of software used by the TOKEN TRAXX PLATFORM establishing the rules that allow entities to communicate, transmit and record information and data across the TOKEN TRAXX PLATFORM and perform or facilitate transactions.

      TRAXX TOKEN HOLDER/USER a PERSON having de-facto control of a compatible WALLET also referred to as a USER.

      TRANSACTION FEES the fees in TRAXX TOKEN payable by USERS which will be required to perform transactions on the TOKEN TRAXX PLATFORM.

      TOKEN TRAXX TRANSACTION the transmission by a TRAXX TOKEN HOLDER, including the transmission or receipt by You of TRAXX TOKEN to any compatible WALLET and including future trading of the TRAXX TOKEN on any exchange or market (regulated, unregulated, primary, or secondary).

      TOKEN TRAXX WALLET any software or code which is configured to hold, receive, or transmit TRAXX TOKEN.

      TOKEN TRAXX WALLET ADDRESS a publicly available on-ledger unique alphanumeric string that identifies the control, location, and amount of TRAXX TOKEN on a public ledger.

      TRAXX TOKEN a unique digital artefact which is represented by the current state of a distributed ledger as validated by the then current PROTOCOL attributable to that LEDGER and which is generated by publication dispersal and adoption of the software which will implement the relevant PUBLIC LEDGER, and which may be used as notional payment of PURCHASE COSTS and STAKING and/or as an EXCHANGE TOKEN.  

      RELEASED PARTIES SORS DIGITAL ASSERTS LIMITED AND/OR TOKEN TRAXX MUSIC LTD, together with  their respective AFFILIATES, employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors, and assignees.

      RESTRICTED PERSON any Person, firm, company, partnership, trust, corporation, entity, Government, Government Official, or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality): (a) established domiciled, a citizen or resident in a RESTRICTED TERRITORY; (b) identified in Appendix 1 as a RESTRICTED PERSON; (c) in or subject to the jurisdiction of a RESTRICTED TERRITORY, or (d) who is restricted by law or regulation from receiving the AVAILABLE INFORMATION; or acquiring, holding, buying or selling the TRAXX TOKEN. 

      RESTRICTED TERRITORY Territory or Insular Possession of the United States together with those territories set out at Appendix 1 together with any further territories which may be designated as subject to sanctions or other restrictions which prevent its nationals’ citizens or residents from participating in the sale/purchase holding use or transmission of cryptographic tokens and/or which may be designated by TOKEN TRAXX MUSIC LIMITED from time to time.

      RISK WARNINGS all notices information and material provided by TOKEN TRAXX MUSIC LIMITED as part of this AGREEMENT or the AVAILABLE INFORMATION upon which an informed purchase may reasonably be informed about the risks, limitations and uncertainty surrounding the purchase, holding, use and/or transmission of cryptographic tokens generally and the TRAXX TOKEN specifically.

      SANCTIONS LIST means the “Specially Designated Nationals and Blocked Persons” (SDN) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (FinCEN); and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the Financial Investigation Authority of the British Virgin Islands (FIA), or under ECONOMIC SANCTIONS, AML, or counter-terrorist financing (CTF) laws of or by GOVERNMENTS of the United States, the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), or the United Nations

      SANCTIONED PERSON refers to any PERSON or DIGITAL TOKENS ADDRESS that is: 

      – specifically listed in any SANCTIONS LIST;
      – directly or indirectly owned 50 percent or more by any PERSON or group of PEOPLE in the aggregate, or a wallet associated with such PERSON or PERSONS, referred to in any SANCTIONS LIST, or GOVERNMENT or GOVERNMENT OFFICIAL of any RESTRICTED JURISDICTION;
      – that is subject to any GOVERNMENT APPROVAL or otherwise sanctioned, restricted, or penalised under applicable laws

        STAGING ACCOUNT an account or wallet held by TRAXX TOKEN ENGLAND LIMITED which shall hold the TOKENS that have been submitted to TOKEN TRAXX as security for the proposed acquisition of the TRAXX TOKEN

        STAKING a way of earning rewards for holding certain cryptocurrencies            

        STAKE The TOKEN TRAXX PLATFORM  is to be secured against attack by a Proof of Stake sybil prevention mechanism. Token holders can choose to Stake a portion of the TRAXX TOKEN. 

        STAKER a PERSON who stakes all or part of their holding of TRAXX TOKEN for the time being to participate in membership and community made available by the TOKEN TRAXX PLATFORM

        TERRITORY OR INSULAR POSSESSION OF THE UNITED STATES

        means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);

        UNITED STATES or U.S. the several states of the United States and the District of Columbia

        U.S. CITIZEN OR U.S. RESIDENT includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;

        US PERSON(S) means (a) a U.S. CITIZEN OR U.S. RESIDENT; (b) a corporation, partnership, or other entity established or organised in or under the laws of the United States; (c) any estate of a decedent who was a U.S. CITIZEN OR U.S. RESIDENT; (d) any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more US PERSONS have the authority to control all substantial decisions of the trust; (e) any Person organised or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorises, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or (f) any pension plan for the employees, officers or principals of a legal entity described in paragraph (b) of this definition unless the pension plan is primarily for foreign employees of such entity.

        USER any person lawfully in possession of TRAXX TOKEN as the context requires.

        WHITE PAPERS the GITBOOK  published https://docs.tokentraxx.com/

        WORKS an original creative graphic, literary, dramatic or musical work.

        VAT value added tax or equivalent purchase tax in any relevant country or jurisdiction.

        5. Background

        5.1 NEITHER TOKEN TRAXX MUSIC LIMITED NOR SORS are

        (a) the author or publisher of the software underpinning the public ledger(s) on which the TOKEN TRAXX TOKEN is created and are not responsible for the performance functioning use or reliability of that software.

        (b) have no control over the use, adoption, or operation of the software that underpins the public ledger on which the TOKEN TRAXX TOKEN is created.
        (c) are not responsible for the creation, or sale of NFT’s which are to be offered by others using the TOKEN TRAXX PLATFORM.

        5.2 NEITHER SORS nor TOKEN TRAXX MUSIC LIMITED give any warranty as to the use, value, function, or legal nature of the TRAXX TOKEN nor to the security, function or operation of the TOKEN TRAXX PLATFORM .

        5.3 By acquiring TRAXX TOKEN, entering or instigating a TOKEN TRAXX TRANSACTION You accept and agree to act lawfully and to abide by these terms of purchase and use and all terms of use issued by TOKEN TRAXX from time to time.

        5.4 SORS and/or TOKEN TRAXX MUSIC LIMITED may offer the TRAXX TOKEN for sale via third-party platforms, exchanges or intermediaries. 

        5.5 TRAXX TOKENS are not redeemable.

        6. Indemnity

        6.1 You hereby indemnify and hold safe
        Sors Digital Assets Limited, and TOKEN TRAXX MUSIC LIMITED and its AFFILIATES, and its and their employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries,  agents, representatives, predecessors, successors and assignees collectively, the RELEASED PARTIES, against and in respect of any damage, loss, loss of opportunity, loss of profit, anticipated savings or any special, incidental, or consequential damages arising from any use and misuse of the TRAXX TOKEN in any way connected to the possession, purchase, acquisition, loan, offer as security, staking, sale, use, exchange or transmission of TRAXX TOKEN by You or any successor in title and any third party to whom You transfer the TRAXX TOKEN (by sale disposition or transfer or otherwise).

        6.2 You agree that TOKEN TRAXX LIMITED shall have the benefit and be entitled to rely upon all releases and indemnities provided by you in this Agreement.

        6.3 The RELEASED PARTIES are each an intended third-party beneficiary of this indemnity and shall be entitled to enforce this indemnity as if in direct privity under these Token Sale Terms and Conditions with You.

        7. Sale and Purchase of Tokens

        7.1 These Terms and Conditions relate to the sale by SORS DIGITAL ASSETS LIMITED and the acquisition by You of TRAXX TOKEN

        PLEASE READ THESE TERMS CAREFULLY THROUGH TO THE END

        IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TRAXX TOKEN.

        8. Creation of a Binding Purchase and Sale Agreement

        8.1 You agree to be bound by these Terms and Conditions and acknowledge that;

        (a) these terms incorporate the AVAILABLE INFORMATION, www.tokentraxx.com and https://docs.tokentraxx.com and the PRIVACY/DATA PROTECTION POLICY, and any reference herein to this Agreement or Agreement shall mean an agreement formed in accordance with this clause.
        (b) You have read, understood, and agreed with all AVAILABLE INFORMATION and agree to acquire TRAXX TOKEN; 

        (c) that You have fully and honestly complied with all requests for information and disclosure including source of funds/wealth; and
        (d) It is a condition precedent to this AGREEMENT coming into effect that You have: satisfactorily complied with all due diligence requirements, including provision of evidence of Your identity and source of funds which is acceptable to Sors Digital Assets Limited, which may include on or off chain enquiries investigation and analysis of any tokens You use or propose to use to acquire TRAXX TOKEN

        9. Purchase of Tokens

        9.1 You will pay/transfer all Consideration to Us as required to purchase as agreed with SORS on by completing and transferring consideration using Your Web3 wallet on the SORS Dealroom website.

        9.2 We shall not be obliged to complete any transaction until you have satisfied all KYC/AML requirements and We are satisfied that CONSIDERATION (Tokens or Fiat) you provide has not previously been used to facilitate any unlawful activity and does not constitute the proceeds of crime. 

        9.3 Your right to possession and all legal and beneficial right title to and risk in the TRAXX TOKEN will pass when we initiate a transfer of the TRAXX TOKEN to you.

        10. Compliance

        10.1 Upon receipt by SORS of the CONSIDERATION we shall conduct all such inquiries and investigations as it deems appropriate as to the source and provenance oftokens which are to constitute the CONSIDERATION, and Your identity and bona fides as We deem appropriate.

        10.2 This action is required to comply with all actual or prospective regulatory and legal requirements.

        10.3 You shall promptly and in good faith assist and cooperate with all requests for information as to the source of funds/ Consideration, and your business activities and identity and make available all information and documents on demand and or provide such assurances, as we may at our discretion require in accordance with our anti-money laundering policies/ anti-corruption / sanctions compliance and other due diligence procedures. 

        11. Delayed or Withheld Completion of Sale

        11.1 If We are not satisfied:

        (a) with the outcome of any inquiry or investigation; or 
        (b) 
        that any inquiry is conclusive as to Your bona fides as purchaser

        (c) that the source or previous use of any token to be used as Consideration can be definitively resolved; or 
        (d) 
        that the intended purchase and sale of TRAXX TOKEN will not conflict with breach or adversely affect third party rights, securities or equitable interests or be used for unlawful purpose; or 
        (e) 
        that the proposed transaction will not assist or procure money laundering, tax evasion, breach of sanctions, or other unlawful activity in any territory, 

        We may terminate any agreement formed with You and release Our security interest/lien and return to You all tokens comprising the Consideration; or
        without liability hold and retain all tokens comprising the CONSIDERATION and block the transfer of and access to such TOKENS and may require before any release of tokens comprising the Consideration that You do all or some of the actions listed in Clause 11.2

         11.2 In the event of exercising Our rights pursuant to Clause 11.1 We may require You to:

        (a) provide further evidence, including but not limited to evidence of the release of any potential third-party rights;
        (b) resolve to Our satisfaction any perceived limitations on Your legal or beneficial right, title, or interest in and relating to the CONSIDERATION;
        (c) obtain letter(s) or confirmation from the appropriate regulatory authority of “no-action” in respect of any potential breach of regulations in any relevant territory; and/or
        (d) secure final unappealable determination of a court (made or approved by the Courts of Ireland) as to provenance, legal status, ownership, source, or purpose for which tokens comprising the Consideration have been submitted.

         

        12. ACQUISITION OF TRAXX TOKEN AND TRAXX TOKEN

        12.1 SORS, is not liable for any action misconduct or failure to act of any third-party platform, exchange, broker or intermediary to perform it obligations or to do so in accordance with the laws and regulations applicable to its operation

        12.2 Nothing in this AGREEMENT renders SORS,  the agent or partner or otherwise liable (whether jointly or severally) for the actions of any third parties or intermediaries and vice versa.

        12.3 No third-party including without limitation exchanges, brokers or intermediaries have any authority to bind SORS  or to vary this AGREEMENT or make any representation or give any warranties on behalf of SORS.

        13. RISK; RELEASE

        13.1 None of SORS or any of the RELEASED PARTIES shall be liable for any loss suffered by You, or anyone claiming through You including loss of savings or additional costs, loss of opportunity including loss of anticipated profit, direct or indirect loss of tokens, caused by or related to: 

        (a) failure, to receive complete or validate any transaction cause in whole or in part by any delay or error in any telecommunications network or computer system including without limitation any algorithm, logic or code errors, whether human or otherwise;
        (b) hacking, destruction or unlawful interference with any computer system, network,(or part thereof) or failure of any security protocol, including the unlawful introduction of malware, ransomware, malicious code of any kind into any system or process operated by or on behalf of , SORS  or a third-party providing services to either or both entities, including without limit the theft destruction or interference with and hardware, physical security devices, codes, or passwords; 

        (c)misconduct, error, omission, system failure, failure or neglect including any failure in transmission, misappropriation of tokens, hacking; or
        (d) 
        any loss of ownership or control of tokens, systems, wallets, or business processes attributable to adverse action by a regulatory authority or enforcement agencies including but not limited to changes in law regulation, court or regulatory orders, decision or directives, the seizure of tokens, wallets, or freezing of accounts or other restrictions injunctions or legal action.

        13.2 The PURCHASER on behalf of itself, and its successors, heirs, assigns and anyone else who may make any claim for or on PURCHASER’S behalf, hereby irrevocably and unconditionally: 

        (a) fully and forever releases, discharges and indemnifies the RELEASED PARTIES from any and all liability for any loss, harm, damages, cost or expense arising out of or in connection with this AGREEMENT; 
        (b) 
        agree not to initiate any lawsuit, court action or other legal proceeding against any of the RELEASED PARTIES, nor join or assist in the prosecution of any claim for money damages, which the PURCHASER or its/his/she may have, on account of loss, damage out of or in connection with this AGREEMENT and the possession use or transfer of tokens.

        13.3 To the extent the foregoing is not effective in law and the PURCHASER commences or pursues any lawsuit, court action or other legal proceeding against one or more of the RELEASED PARTIES arising out of or in connection with this AGREEMENT, the RELEASED PARTIES’ aggregate liability to the PURCHASER arising out of or in connection with this AGREEMENT shall not in any event exceed the value of the CONSIDERATION.

         

        14. NO SALES or resale TO US PERSONS 

         

        14.1 Neither the TRAXX TOKEN may be offered, sold, distributed or re-sold to any US PERSONS. SORS  does not solicit US PERSONS to acquire the TRAXX TOKEN.

        14.2 You shall not procure US PERSONS , to purchase, or attempt to purchase or acquire TRAXX TOKEN directly or indirectly. 

        14.3 It is a breach of this AGREEMENT to enter into this AGREEMENT as agent for a US PERSON or with the intent of re-supplying a US PERSON.

        14.4 SORS may take all necessary and appropriate actions, in its sole discretion, to invalidate any such agreement, including referral of information to the appropriate authorities.

        14.5 Any US PERSON who acquires TRAXX TOKEN or enters this AGREEMENT on an unlawful, unauthorised or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless SORS and its AFFILIATES and their 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 against and 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 or profits.

        15. USE OF TRAXX TOKEN

        15.1 You warrant that: 

        (a) You are not acquiring TRAXX TOKEN with a view to holding these as a speculative investment or with any expectation or profit, dividend, capital gain, financial yield or any other return, payment or income of any kind; and 

        (b) You are acquiring the TRAXX TOKEN  and entering into this AGREEMENT to facilitate the development of the TOKEN TRAXX PLATFORM  through participation in consensus, validation, and/or

        (c) conducting operations on the TOKEN TRAXX PLATFORM .

        15.2 Possession of a TOKEN TRAXX WALLET or TRAXX TOKEN does not entitle You or any successor in title, transferee, or person in possession to:

        (a) any right, title or interest, dividend, distribution, benefit, or control of SORS nor TOKEN TRAXX MUSIC LIMITED nor any AFFILIATE of TOKEN TRAXX MUSIC LIMITED or SORS or any aspect of the TOKEN TRAXX PLATFORM , or the protocol, technology or intellectual property underlying the TRAXX TOKEN or TRAXX TOKEN;

        (b) any right to receive any profits, bonuses, additional tokens (of any kind) or further allocation of tokens;

        (c) participate in the management, control or direction of any enterprise including without limitation: SORS or TOKEN TRAXX MUSIC LIMITED or any AFFILIATE of SORS or TOKEN TRAXX MUSIC LIMITED;

        (d) any legal or beneficial claim, right, title, or interest in SORS or TOKEN TRAXX MUSIC LIMITED or claim upon the assets of either of SORS TOKEN TRAXX MUSIC LIMITED or any AFFILIATE of TOKEN TRAXX MUSIC LIMITED or SORS; 

        (e) be paid or remunerated or compensated in any way in money or money’s worth in respect of any participation in or contribution made to SORS TOKEN TRAXX MUSIC LIMITED, their AFFILIATES or the TOKEN TRAXX PLATFORM ; and/or

        (f) receive any distribution, interest, right or benefit from the winding up, insolvency, reconstruction, or cessation of business of SORS or TOKEN TRAXX MUSIC LIMITED or any AFFILIATE of  SORS DIGITAL ASSETS LIMITED or TOKEN TRAXX MUSIC LIMITED.

        15.3 The distribution sale, allocation, or possession of TRAXX TOKEN shall not be construed, interpreted, classified, or treated as conferring on the TRAXX TOKEN HOLDER any rights or benefits compatible with any form of: 

        (a) legal or beneficial right, title, interest, or ownership in or to the underlying code, software or intellectual property, intangible property or know how comprising the TOKEN TRAXX PLATFORM , the TRAXX TOKEN (as represented by the TOKEN TRAXX PLATFORM ) or the TRAXX TOKEN as represented on any public ledger. 

        (b) the sale of any TRAXX TOKEN;

        (c) currency or commodity;

        (d) debentures, stocks, or shares issued by any person or entity including but not limited to  SORS,  TOKEN TRAXX MUSIC LIMITED or any AFFILIATE of TOKEN TRAXX MUSIC LIMITED or SORS DIGITAL ASSETS LIMITED or otherwise;

        (e) rights, options, or derivatives in respect of such debentures, stocks, or shares;

        (f) rights under a contract for differences or under any other contract, the purpose or pretended purpose of which is to secure a profit or avoid a loss;

        (g) units in a collective investment scheme;

        (h) units in a business trust;

        (i) derivatives of units in a business trust; or

        (j) any other security or class of securities.

        15.4 TRAXX TOKEN are non-refundable and cannot be cancelled or redeemed.

        15.5 TRAXX TOKEN has no intrinsic value and may have no market value.

        15.6 You agree not sell, re-sell, exchange, deliver, assign, or transfer any right, title, interest, or possession in or to TRAXX TOKEN to any RESTRICTED PERSON nor will You sell, promote or offer for sale nor procure others to sell, offer for sale, deal in or promote the sale transfer, pass possession, purchase or use of TRAXX TOKEN in any RESTRICTED TERRITORIES.

        16. PERSONAL DATA

        16.1 You/the PURCHASER agree to the processing of Your personal data received by TOKEN TRAXX MUSIC LIMITED in accordance with the SORS PRIVACY POLICY which can be found at SORS website. 

        16.2 You/the PURCHASER acknowledge that You are purchasing TRAXX TOKEN in accordance with Clause 8 and that You consent to the personal data provided to  Us  being shared with  and /or the operators of any third-party exchange (centralised or decentralised) platform portal or brokerage in accordance with the SORS.

        17. WARRANTIES BY YOU

        17.1 You/the PURCHASER WARRANT THAT You are:

        (a) Duly incorporated and are lawfully entitled and authorised to enter into an agreement to purchase TRAXX TOKEN or

        (b) a natural person and that You are over 18 (eighteen) years of age; and

        (c) You are not a RESTRICTED PERSON.

        17.2 You warrant that You have obtained independent legal advice in relation to: 

        (a) your entitlement to lawfully acquire the TRAXX TOKEN; 

        (b) this AGREEMENT;  

        (c) the laws of any territory of which You are a national or resident or where You located prior to or at the time of offering to purchase, acquiring, or receiving the AVAILABLE INFORMATION, and/or any TRAXX TOKEN; 

        (d) conducting any TOKEN TRAXX TRANSACTION; and

        (e) You do not know of any lawful reason why You should not enter into any agreement with SORS for the purchase, use, transfer, or possession of TRAXX TOKEN. 

        17.3 You warrant and undertake that: 

        (a) You have the necessary authority and capacity to enter into this AGREEMENT and to give all of the undertakings and warranties in this AGREEMENT and the acceptance of the AGREEMENT and the entry into a binding agreement with SORS shall not result in any breach of, be in conflict with, or constitute a material default under (i) any provision of any judgement, decree or order imposed on You by any court or governmental or regulatory authority; or (ii) any material agreement, obligation, duty or commitment to which You are a party or by which You are bound;

        (b) You will comply with all laws, regulatory requirements, and rules as are applicable to the acquisition, exchange, ownership, possession, use, sale, purchase, taxation, and/or transmission of TRAXX TOKEN including all terms of use applicable to the TOKEN TRAXX PLATFORM from time to time.

        (c) the AVAILABLE INFORMATION, and/or completion of the purchase of TRAXX TOKEN, or trading of the TRAXX TOKEN on any EXCHANGE or market (regulated, unregulated, primary, secondary, or otherwise), shall not be construed, interpreted or deemed by You as an indication of the merits, values or qualities of the TRAXX TOKEN, or the AVAILABLE INFORMATION; 

        (d) You are not acting in any representative capacity as nominee agent or otherwise on behalf of a RESTRICTED PERSON (for tax purposes or otherwise) or other PERSON in connection with Your interactions and agreement with SORS or Your offer, ownership, possession, exchange, use, sale or transfer of TRAXX TOKEN;  

        (e) You are in receipt of the AVAILABLE INFORMATION and acknowledge that the acquisition, possession or use of TRAXX TOKEN may be prohibited or restricted by applicable laws, regulations, or rules in Your local jurisdiction; 

        (f) You acknowledge that you are responsible for compliance with any restrictions which apply to the purchase, receipt, possession, exchange transmission, or use of TRAXX TOKEN in any jurisdiction, where you are resident, domiciled, carry on business purchase, sell or possess the TRAXX TOKEN.

        (g) You will observe and comply, and continue to observe and comply, with all laws, regulations and restrictions at Your own expense and fully and effectively indemnify release and hold safe SORS and TOKEN TRAXX MUSIC LIMITED and each AFFILIATE of TOKEN TRAXX MUSIC LIMITED and SORS and each of the RELEASED PARTIES in relation to any losses demands or claim resulting from any failure on you part to comply with local laws regulations or restriction and to pay all taxes levies fines and charges relating to the acquisition possession by you and your successors in title of the TRAXX TOKEN. 

        (h) no tokens, comprising any part of the CONSIDERATION or value whatsoever provided by You for the TRAXX TOKEN is derived from or related to any unlawful activities or constitute the proceeds of crime (in any territory) including and has not been used  to facilitate money laundering or terrorist financing or to facilitate or provide consideration for any ransomware attack, bribery or other unlawful activity.

        (i) all tokens assets and fiat comprising the CONSIDERATION provided by You for the TRAXX TOKEN are owned by You, and you transfer legal and beneficial title to the same with full title guarantee free from encumbrances and any third-party claims. 

        (j) You will not use, or permit procure or encourage others to use the TRAXX TOKEN you acquire to promote, finance, engage in, or otherwise support unlawful activities in any territory, and all payments or transfer of tokens will be made by You only, in Your name, lawfully authorised by You, from a digital wallet or bank account in compliance with all applicable local laws, regulations, rules and restrictions as may apply to such payments transfers or exchanges from time to time; 

        (k) You are not nor have ever been subject to any investigation nor have You received a request for information from any governmental body relating to money laundering corruption or bribery, under any law or statute. 

        (l) You have not been charged or convicted of being involved in any activity associated with money laundering, terrorist financing, or any other similar anti-corruption or anti bribery statute;

        (m) You have a sound understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with digital tokens (like Bitcoin and ETH), token storage facilities (including digital token wallets), block-chain technology and block-chain-based software systems.

        (n) the PURCHASER’S WALLET, is lawfully held by You and registered in Your name and You have all lawful power, rights and authority to transfer the CONSIDERATION to SORS  from the PURCHASER’S WALLET;

        (o) all information, documents or other materials You submit to SORS  in connection with this AGREEMENT shall not, contain any untrue, incorrect statement of a fact and is not misleading by virtue of omitting  pertinent information or fact; and

        17.4 You shall promptly and in good faith collaborate with all requests made by SORS and all regulatory authorities in connection with, “know Your client” (KYC) and anti-money laundering (AML) policies/anti-corruption, prevention of terrorism financing and or compliance procedures and make available all information and documents in good faith on demand when required to do so by SORS .

        17.5 You hereby authorise SORS to conduct any enquiries, including with third parties, service providers, police, enforcement agencies, regulators, and government bodies, concerning the source of funds or and token or representation of monies used to acquire TRAXX TOKEN and/or any suspected unlawful use or suspicion of intended unlawful use of TRAXX TOKEN and You waive any rights to privacy, privilege or similar right which would prevent SORS from undertaking such enquiries. 

        17.6 You acknowledge and agree that any breach or suspected breach of the warranties given by You pursuant to this Clause 17 entitles SORS to refuse to process request to purchase and/or terminate this agreement and any collateral obligations with immediate effect. 

        17.7 The right of termination pursuant to this Clause 17 shall be in addition to any other remedy SORS which shall include terminating the right to possession use or transfer of TRAXX TOKEN together with the right to demand the return and or delivery up of any TRAXX TOKEN which are in Your possession custody or control.

        17.8 In the event of any question as regards the source, provenance or legal status of any tokens or monies or representations of money received by or on behalf SORS, SORS may withhold restitution of any tokens or payment or repayment (in whatever form) deposited with or paid to SORS, and SORS shall be entitled to hold the same without liability until the provenance, legal status or ownership of the same has been established to the satisfaction of SORS, which may include final determination by a court and/or a judgement or arbitration award recognised by the courts of ENGLAND AND WALES.

        18. LIMITATION OF LIABILITY SORS DIGITAL ASSETS LIMITED AND THE RELEASED PARTIES

        18.1 SORS and the RELEASED PARTIES do not make or purport to make any warranty or give any assurance that the TRAXX TOKEN will function as intended or as You may have anticipated or will perform any particular purpose required by You. You acknowledge that the TOKEN TRAXX PLATFORM  is an experimental technology.

        18.2 SORS and each of the RELEASED PARTIES hereby exclude liability for all and any representation, misrepresentation, including non-disclosure of information, warranty or undertaking in any form whatsoever, whether express or implied. 

        18.3 You confirm and warrant that You have not relied on any representation, warranty or undertaking in relation to the use, value or other characteristics of the TRAXX TOKEN, and/or the TOKEN TRAXX PLATFORM  made to You or any entity or person, (including without limitation any actual or prospective TRAXX TOKEN HOLDER). 

        18.4 Neither SORS nor its AFFILIATES, nor any current or former employees, officers, directors, partners, trustees, representatives, agents, advisors, contractors or volunteers of the RELEASED PARTIES shall in any event be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, or loss of use or data, or loss of reputation, or loss of any economic or other opportunity of whatsoever nature or howsoever arising), arising out of or in connection with (without limitation): 

        (a) any acceptance of, or reliance on the AVAILABLE INFORMATION or any part thereof including (but not limited to) mistakes or errors in code, text, or images included in any of the AVAILABLE INFORMATION)

        (b) the use, misuse, or unavailability of the TOKEN TRAXX PLATFORM , its functionality or any performance or operation of any code or protocol or validation methodology caused by bugs or programming or logic errors or otherwise;

        (c) the offering, purchase, holding, use, sale, or transmission of TRAXX TOKEN;

        (d) any failure in a transmission or loss of any TRAXX TOKEN due to communication errors, bugs, hacks, or fault in the TOKEN TRAXX ETHEREUM BLOCKCHAIN, TOKEN TRAXX PLATFORM  or any TOKEN TRAXX WALLET or any communication system, software, logic or systems, or apparatus including but not limited to losses caused by errors in holding or transmitting TRAXX TOKEN by the TRAXX TOKEN HOLDER;

        (e) breaches of security including but not limited to; malicious hacks, or interference with the use or operation of or access to any systems, ledgers, software, encryption or security protocols, loss or disclosure of password, loss of private keys, unauthorised use or misuse of passwords access tokens, or keys;

        (f) losses attributable to any failure or error in any computer network, telecommunications system or the receipt by SORS DIGITAL ASSETS LIMITED or You of inaccurate wallet information or other information resulting in the misdirection or loss of tokens;

        (g) information contained in the AVAILABLE INFORMATION or any expectation, promise, representation, or warranty arising (or purportedly arising) therefrom;

        (h) losses including loss of any profit, opportunity, anticipated savings or other benefits resulting from changes in the pricing of TRAXX TOKEN or alterations in the underlying logic software or SMART CONTRACT comprising any part of the TOKEN TRAXX PLATFORM  (howsoever implemented);

        (i) the pricing of the TRAXX TOKEN on any EXCHANGE in any jurisdiction or market (regulated, unregulated, primary, secondary, or otherwise); 

        (j) the loss of access to any wallet storage device or the loss or inoperability of a private key other secure device by the TOKEN HOLDER;

        19. The Benefit of Release

        19.1 Each of the other RELEASED PARTIES is a third-party beneficiary of the disclaimers, representations, warranties, indemnities, and protections provided to SORS DIGITAL ASSETS LIMITED or specifically to the RELEASED PARTIES hereunder and shall be entitled to enforce such disclaimers, representations, warranties, indemnities and protections as if in direct privity under these Terms and Conditions with You. 

        19.2 Each of the RELEASED PARTIES shall be entitled to enforce such disclaimers, representations, warranties, indemnities and protections on behalf of itself and each RELEASED PARTY or the other RELEASED PARTIES shall be entitled to enforce and to have full unqualified protection of such disclaimers, representations, warranties, indemnities and protections directly.

        20. MISCELLANEOUS

        20.1 SORS DIGITAL ASSETS LIMITED reserves the right to refuse any requests to purchase TRAXX TOKEN or to terminate any contract of purchase at any time in its sole discretion.

        20.2 TRAXX TOKEN may be sold under other contracts that contain different terms, for less CONSIDERATION or for different CONSIDERATION.

        20.3 You acknowledge a new version of the TOKEN TRAXX PLATFORM  and or the software and protocols which underpin any public ledger on which the TRAXX TOKEN is created at any time and that SORS is not responsible for the testing, use or adoption of the TOKEN TRAXX PLATFORM  or the adoption or use of any variation or version of any public ledger on which the TRAXX TOKEN is created.

        21. Variation/Waiver

        21.1 These Terms and Conditions may not be varied nor any rights accruing to either PARTY waived except where such variation or waiver is contained in a single physical document in writing signed by all PARTIES affected. 

        21.2 Writing in this context shall not include email but may include documents completed using electronic signatures.

        22. GIVING OF NOTICE 

        22.1 A notice, or communication, given to a party under or in connection with this AGREEMENT shall be in writing and sent to the party at the postal address or both email addresses given in this AGREEMENT with copy to brian@sorsdigitalassets.com and pt@tokentraxx.com  or as otherwise notified in writing to the other party.

        22.2 This Clause 22 sets out the delivery methods for sending a NOTICE to a party under this AGREEMENT and, for each delivery methods, the date and time when the NOTICE is deemed to have been received or given (provided that all other requirements of this clause have been satisfied):

        (a) if delivered by hand, on signature of a delivery receipt or at the time the NOTICE is left at the address;

        (b) if sent by pre-paid first-class post at the time recorded by the delivery service;

        (c) if sent by email, at the time of transmission (provided that no non-delivery notification is received by the sender);

        22.3 If deemed receipt under Clause 22.2 should occur outside business hours in the place of receipt, it shall be deferred until business hours resume which means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

        22.4 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

        23. TAX

        23.1 You fully and effectively indemnify and hold safe SORS and its AFFILIATES and each RELEASED PARTY in relation to all liability in respect of all taxation obligations arising out of or related to the purchase, receipt, sale transmission holding or use of TRAXX TOKEN. SORS bears no liability or responsibility with respect of any tax consequences relating thereto. 

        23.2 The CONSIDERATION payable by You in respect of Your acquisition of TRAXX TOKEN is exclusive of amounts in respect of VAT and all forms of purchase tax.

        23.3 In the event that the sale or disposition of the TRAXX TOKEN is subject to GST/ Purchase Tax or VAT (or other equivalent taxes in Ireland or elsewhere) SORS shall be entitled to deliver a valid VAT (or similar tax invoice) invoice to You and You will be obliged to pay additional amounts in respect of such tax as shall be payable in respect of the sale, purchase supply or exchange of the TRAXX TOKEN.

        23.4 You will be responsible for the payment of all levies, import duties, capital and all other taxes, charges and fees arising out or Your acquisition, possession, use, sale, or disposal of the TRAXX TOKEN. 

        24. THIRD PARTY RIGHTS

        24.1 You acknowledge that the RELEASED PARTIES shall be deemed to have adopted all RISK WARNINGS, NOTICES, DISCLAIMERS, representations, warranties, indemnities and protections comprised in this AGREEMENT including as further described above in this AGREEMENT and be entitled to rely on the same as described above in this AGREEMENT.

        24.2 Save as provided by Clause 24.1 this AGREEMENT does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this AGREEMENT.

        24.3 The rights of the parties to rescind or vary this AGREEMENT are not subject to the consent of any other person.

        25. Indemnity and Release

        25.1 You hereby agree to indemnify and hold harmless and release SORS and its AFFILIATES and each of the RELEASED PARTIES against

        (a) all losses, claims, costs, demands and awards by You and/or any third-party in relation to the acquisition, use or transfer to You or by You of any TRAXX TOKEN and/or to 

        (b) all and any obligations arising from the receipt possession ownership of TRAXX TOKEN

        (c) liability arising from any question regarding the legal status, source, use or title to tokens or representations of money received by SORS DIGITAL ASSETS LIMITED from you.

        (d) with all legal costs and expenses (on a full indemnity basis) of bringing or defending any civil or criminal proceedings relating to any of the matters set out in this Clause 25. 

         

        26. ASSIGNMENT

        26.1 Neither this AGREEMENT nor the right to receive any benefit in relation here to shall be assigned, charged or disposed of by You save with the express written consent of SORS (in its absolute discretion).

        26.2 As a condition of providing any consent pursuant to Clause 26.1 SORS any assignee shall undertake by deed (in a form approved by SORS) to the satisfaction of SORS DIGITAL ASSETS LIMITED.

        (a) to be bound by all of the obligations contained in this AGREEMENT; 

        (b) to comply with all anti-money laundering and source of funds/wealth and

        (c) assist with such other inquiries as may be required; and 

        (d) acknowledge and accept disclaimers, information memorandum and risk warnings

         

        27. ENTIRE AGREEMENT

        27.1 Save that all documents referred to herein shall be deemed to be incorporated by reference, this AGREEMENT constitute the entire agreement between the PARTIES and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the PARTIES, whether written or oral, relating to its subject matter.

        27.2 Each PARTY agrees that it shall have no remedy in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) where such statement, representation, assurance, or warranty is not set out in this AGREEMENT.

        27.3 Each PARTY agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this AGREEMENT. Nothing in this Clause shall operate to limit or exclude any liability for fraud (including fraudulent misrepresentation).

        28. LAW AND JURISDICTION

        28.1 The situs of debts, and the deemed situs of all property wallets, tokens, obligations and causes of action arising out of the use, transmission, sale, exchange, possession, use or misuse of TRAXX TOKEN shall be deemed to be in Ireland.

        28.2 All legal and beneficial right title and interest therein shall be deemed to be situated in Ireland irrespective of; the location of any wallet, the location of any server, or storage medium or where copies of any the current state of any distributed ledger, shard, components or representation of the NFT TOKEN are located, irrespective of the;

        (a) temporary or permanent location, residence, citizenship or domicile of TOKEN HOLDERS 

        (b) location of any public or private key or security device  

        (c) place where any transaction is commenced or performed or where any receiving or sending wallet is located or from where a transaction is initiated. 

        28.3 Each PARTY (which shall include successors in title) irrevocably agrees on behalf of itself and its successors in title that this AGREEMENT shall be governed and construed in accordance with laws of IRELAND. 

        28.4 Any dispute or difference arising out of or in connection with: 

        (a) this AGREEMENT, including the formation of this AGREEMENT whether in tort or in contract; and

        (b) any difference or dispute arising from or relating to any claim to a right to possession, use, transfer, ownership, (without limitation) of any TRAXX TOKEN,

        (c) any transaction or exchange conducted using or any TRAXX TOKEN or relating to the operation of the TOKEN TRAXX PLATFORM .

        shall be resolved by arbitration in Ireland before a single arbitrator in English in accordance with the rules of the International Court of Arbitration. 

        28.5 All fees and payments due to SORS shall be payable and recoverable in Ireland which shall be the situs of debts due to and from SORS.

        28.6 No party may seek recognition registration or enforcement of any judgement order injunction or award against SORS in Ireland or against any of its assets, tangible or intangible in any jurisdiction save where such injunction award judgement or order has been obtained in accordance with these terms and conditions. 

        28. 7 All operations of conflict of laws are excluded.

        29. RESTRICTED TERRITORIES AND RESTRICTED PERSONS
        PART A – RESTRICTED TERRITORIES

         

        Afghanistan

        Libya

        Angola

        Madagascar

        Australia

        Mozambique

        Azerbaijan

        Nicaragua

        Bahamas

        North Korea

        Bosnia Herzegovina

        Pakistan

        Botswana

        People’s Republic of China

        Burundi

        Serbia

        Cambodia

        Somalia

        Cameroon

        South Korea

        Canada

        South Sudan

        Chad

        Sri Lanka

        Congo

        Sudan

        Crimea Region of Ukraine

        Syria  

        Cuba

        Tajikistan

        Democratic Republic of Congo

        Trinidad and Tobago

        Eritrea

        Tunisia

        Ethiopia

        Turkmenistan

        Ghana

        Uganda

        Guinea

        USA

        Guinea-Bissau

        Uzbekistan

        Haiti

        Vanuatu

        Iran

        Venezuela

        Iraq

        Yemen

        Japan

        Zimbabwe

        Laos

        PART B – RESTRICTED PERSONS

        (a) US PERSONS                                     
        (b) Citizen or resident of Canada                      
        (c) Citizen or resident of Switzerland                    
        (d) Citizen or resident of Seychelles
        (e) Citizen or resident of the British Virgin Islands
        (f) SANCTIONED PERSONS