ES platform will follow the best practice, policies, and procedures intended to ensure legal and regulatory compliance in all jurisdictions within which it operates. All ES members will be required to comply with the Know Your Customer (KYC), Anti-Money Laundering (AML), and Combating Financing of Terrorism (CFT) norms with respect to the global standards.
This Whitepaper, prepared by Era Swap Token (“ES”). It’s purpose is solely to provide prospective community members with information about the ES project, and it is not an offer or solicitation to buy or sell securities of any kind, or to invest in any financial instruments.
There will be a Token Generation Event (“TGE”) where community members can buy ES, an ERC 20 Token, generated on the Ethereum platform. The ownership of this token gives the ES community member access to the ES ecosystem.
The ES tokens are not intended to constitute securities in any jurisdiction. This Whitepaper is NOT a prospectus and should not be relied upon to make any financial decisions. No person is bound to enter into any contract or binding legal commitment in relation to ES’s services. Any agreements reached between the ES distributor and prospective purchaser regarding the sale of the ES Token is governed by a separate document that sets out the terms and conditions (the "T&Cs") of the agreement. In the event of any inconsistencies between the T&Cs and this Whitepaper, the T&Cs shall prevail.
The profile of all the members on the platform shall be explicitly confidential and not disclosed to any other member of the platform unless an express consent is sought by the member. Data will be held in a distributed fashion. This is important to avoid the user data breaches that befall centralized databases.
The use of KYC (know your customer) is always a balance between the freedom of anonymous use of cryptocurrencies and the ability to interact with other businesses, banking institutions and all countries. We have made the decision to use KYC on all purchase of tokens for the good and long-term success of the ERA SWAP community.
ERA SWAP is committed to maintaining compliance with laws, regulations and licensing requirements to achieve sustainable growth. Our platform will enforce any applicable rules regarding money transfer, user protection, and data security. We aim to act with the highest standards of integrity, honesty, and accountability.
Given the current regulatory environment surrounding cryptocurrency, the buyer must acknowledge and disclaim the risk of participating in an ICO Token Sale. The buyer needs to understand that if any change of regulation occurs,Era Swapwill always strive to remain in compliance with the laws, and this could adversely affect the Era Swap Tokens at any time.
Era Swap does not guarantee that the Tokens are reliable, error-free, or that any defects in the tokens will be corrected. We will take precautions to ensure the Era Swap Tokens work as intended, but we cannot warranty that the Tokens or delivery mechanism for the tokens are free from viruses or other harmful components. We do not provide you with any software other than the Tokens.
The ERA SWAP Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including loss of profits, goodwill or data, in any way whatsoever arising out of the use of the Smart Contract System, or the Era Swap Tokens.
Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, both you and us shall (i) waive our respective rights to have Disputes arising from or related to these Terms resolved in a court, and (ii) waive our respective rights to a jury trial. Instead, we will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and us will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
We hope it would never come to this and will take every effort to be a company worthy of your trust.
International legal terms shall govern some elements of this White Paper. The ERA SWAP Legal team diligently follows industry best practices, policies, and procedures intended to ensure legal and regulatory compliance. Every member has to comply with AML and KYC norms with respect to the global standards.
ERA SWAP is committed to maintaining compliance with laws, regulation, and licensing with governing bodies to achieve a sustainable growth. Our platform will enforce the rules and regulation related to donations and money transfer, user protection act, data security and deceptive business practices and other procedure intended to legal and regulatory compliance in the countries where our platform is operational. We desire to act with the highest standards of honesty, integrity, , and accountability.
The ERA SWAP platform currently does not support membership for citizens and tax residents from the following countries:
CHINA, NEPAL, AFGHANISTAN, BANGLADESH, SINGAPORE, SOUTH KOREA, SYRIA, BOLIVIA, PAKISTAN, IRAN, IRAQ, YEMEN, NORTH KOREA, LEBANON, ICELAND, CANADA, U.S.A.
(Initial Token Sale Commencing September, 2018)
Era Swap Technologies Pte Ltd., an entity formed under the laws of Singapore, on one hand (the "Company"), and the Purchaser on the other, hereinafter agree to consummate the purchase and sale of Era Swap token (the "Tokens") in accordance with the following terms and conditions:
1. Purchase of the Tokens. On the Closing Date, subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from the Company, the Tokens (The "Transaction").
2. Purchase Price. The Purchaser agrees to pay the Purchase Price found on the Company’s website, www.eraswaptoken.io. The Purchase Price shall change from time to time, depending on the Closing Date.
3. Purchase Price Denomination. For purposes of this Agreement, the value of the Purchase Price is payable only in Ethereum, the purchase price is mentioned on the website/whitepaper in the form of ethereum per token.
4. Closing; Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth herein, the date and time of the Closing of the Transaction shall be deemed close upon receipt of the Purchase Price by the Company(the "Closing Date"). The closing of the transactions contemplated by this Agreement (a "Closing") shall occur from time to time during the term of the Proposed Sale. At Closing, upon receipt of the Purchase Price from the Purchaser, the Company shall cause to be delivered to the Purchaser the Tokens within forty-five (45) days following the close of the Proposed Sale.
5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants as follows
I have received the white paper and website content (the "Circular"), have carefully reviewed the Circular, and have relied solely on the information contained therein, and information otherwise provided to me in writing by the Company. I understand that all documents, records and books pertaining to this investment have been made available by the Company for inspection by me or my representatives. I am familiar with the Company's business objectives and the financial arrangements in connection therewith. I have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the Tokens. All such questions have been answered to my full satisfaction. I, or my representatives, have made such investigation of the facts and circumstances set forth in the Circular and exhibits thereto in connection with any purchase of the Tokens as I have deemed necessary. No representations have been made or information furnished to me or my advisor(s) relating to the Company or the Tokens that are in any way inconsistent with the Circular.
Subject to the terms and conditions hereof, I hereby irrevocably execute and tender this Agreement for the purchase of the Tokens and shall pay for such Tokens in the manner set forth herein. I am aware that the purchase made herein is irrevocable, but that the Company has the unconditional right to accept or reject this subscription, in whole or in part, and that the sale of the Tokens pursuant hereto is subject to the approval of certain legal matters by legal counsel and to other conditions. If my subscription is not accepted for any reason whatsoever, my money will be returned in full, without any interest that may be earned thereon, and the Company will be relieved of any responsibility or liability that might be deemed to arise out of my offer to purchase for the Tokens.
I have carefully reviewed the Circular. I have such knowledge and experience in business and financial matters as will enable me to evaluate the merits and risks of the prospective purchase of the Tokens and to make an informed decision. I am also aware that no state or Federal agency has reviewed or endorsed the Circular or the Tokens, that the Tokens involve a high degree of economic risk, and that there may be no public market for the Tokens.
I have been advised and am fully aware that purchasing the Tokens is a speculative and uncertain undertaking, and that the Tokens may be sold only to persons who understand the nature of the proposed operations of the Company. I represent that I meet any suitability requirements for purchase of the Tokens.
I have relied on my own tax and legal adviser with respect to the any kind of taxes and investment considerations of being an investor as described in the Circular.
I have relied upon my own investigation, legal and other advisors to determine that the Tokens which I am purchasing are not defined as "securities" in accordance with the definitions in applicable laws. Notwithstanding the foregoing, I understand that the Company has not registered the Tokens under the Securities Act, or the applicable securities laws of any state in reliance on exemptions from registration. I further represent and warrant that I am purchasing the Tokens for my own account and not with a view to distribution, assignment, resale or other transfer of the Tokens. Except as specifically stated herein, no other person has a direct or indirect beneficial interest in the Tokens. Because the Tokens are not registered, I am aware that should the Tokens be hereinafter determined to be a "security" I may be compelled to hold the Tokens indefinitely unless they are registered under the Act and any applicable state securities laws or I must obtain exemptions from such registration. I acknowledge that in such event the Company is under no duty to register the Tokens or comply with any exemption in connection with my sale, transfer or other disposition under applicable rules and regulations, except as described in the Circular.
The solicitation of an offer to purchase the Tokens was directly communicated to me through the Circular to which this Agreement is attached as an Exhibit. At no time was I presented with or solicited by or through any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising in connection with such communicated offer.
I recognize that my investment in the Tokens involves certain risks and I have taken full cognizance of and understand all of the risk factors related to the business objectives of the Company and the purchase of the Tokens, including those risk factors set forth under the caption "RISK FACTORS" in the Circular.
I agree to indemnify and hold harmless the Company, its officers and directors from and against all damages, losses, costs and expenses (including reasonable attorney's fees) which they may incur by reason of my failure to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any untrue statement made herein or any breach of the representations and warranties made herein or in any document that I have provided to the Company.
I acknowledge that the purchase and continued ownership of the Token may become subject to certain Know-Your-Customer ("KYC") and Ant-Money Laundering ("AML") requirements imposed by any jurisdiction. I further agree to provide reasonable cooperation with any attempts by the Company to implement necessary KYC or AML policies and procedures.
The Purchaser understands that Purchaser has no right against the Company or any other Person except in the event of the Company’s breach of this instrument or intentional fraud. THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INSTRUMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TOTHE COMPANY PURSUANT TO THIS INSTRUMENT. NEITHER THE COMPANY NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THISINSTRUMENT.
The Purchaser understands that Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this instrument, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser. To the extent permitted by law, the Purchaser agrees to indemnify, defend and hold the Company or any of its affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the issuance of Tokens to the Purchaser pursuant to Section 1(a) of the instrument) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership ofTokens
Representations and Warranties of the Company. The Company hereby represents and warrants to purchaser in the Closing that the statements contained in the following paragraphs of this Section are all true and correct as of the date of this Agreement and the Closing Date:
Corporate Power. Company has all requisite legal and corporate power to enter into, execute, deliver and perform this Agreement of even date herewith between Company and Purchaser. This Agreement has been duly executed by the Company and constitute the legal, valid and binding obligations of Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors' rights
Authorization. All corporate and legal action on the part of Company, its officers, and directors necessary for the execution and delivery of this Agreement, the Tokens, and the performance of Company's obligations hereunder have been taken.
Government Consent, Etc. No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any state, local or other governmental authority on the part of Company is required in connection with the valid execution and delivery of this Agreement and the Tokens.
Waivers and Amendments. The provisions of this Agreement may only be amended or modified in a writing executed by each of the Company and Purchaser. A waiver shall not be effective unless in a writing by the party against whom such waiver is to be enforced.
Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to the conflicts of law provisions thereof. Any action arising out of this Agreement shall be heard in any court of general jurisdiction in Singapore. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
Entire Agreement. This Agreement shall constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
Survival. The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
Validity. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. This Agreement may be executed electronically.
Assignment. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Executed and agreed to by and among the Company and Purchaser from time to time commencing on as on date.