TAXI GROUP LTD. U.K. GENERAL TERMS & CONDITIONS 02 Jun 2018
GENERAL TERMS AND CONDITIONS OF PINK TAXI GROUP LTD. TOKENS SALE Please read carefully these General Terms of Pink Taxi Group Ltd. Tokens Sale (hereafter, Terms ), as they outline your legal rights and obligations in relating to the Tokens Sale. By accepting the provisions of these Terms, you acknowledge that you have fully read, understood and agree to all the provisions herein. 1. DEFINITIONS 1.1. The below definitions will be interpreted as follows in these Terms: Agreement: Includes these Terms as well as any other rules, policies or procedures which may be issued from time to time on the Website. Affiliate: Any person or entity acting on behalf of Pink Taxi Group Ltd. (hereafter, the Company, including but not limited to employees, partners, agents, contractors, affiliates, subsidiaries, directors and legal representatives. Applicable Law: These Terms are governed by the laws of England and Wales, and any proceedings will be brought exclusively in the courts of England and Wales. Cryptocurrency: Any digital currency, namely represented by Ethereum (ETH), BitCoin (BTC) used by Participants to purchase Pink Taxi Tokens. Tokens Sale: A digital platform (not a legal entity), designated for the global selling of services (such as software codes, App currency, discount coupons, online coupons, digital tokens to get free rides etc.) with the use of Ethereum Smart Contracts. Development and launch of pinktaxi.io is the initial and main purpose of the Pink Taxi Tokens Sale. PinkTaxi.io is not a stock or any other investment instrument or exchange. Participant (or, You ): Any person who uses the Website and participates in the tokens sale, subject to any and all eligibility criteria. Website: Additional information on the Tokens sale and the Company can be found at http://pinktaxi.io 1.2. In these Terms, references to clauses and appendices are to the clauses and appendices of these terms. Headings of sections are for convenience only and shall not be used to limit or interpret such sections 1.3. Unless the context otherwise requires, a reference to one gender shall include a reference to all genders, words in the singular shall include the plural and words in the plural shall include words in the singular 1.4. Any reference to a law, statute or statutory provision is a reference to it as amended, extended or re-enacted as may be relevant. 102
2. WAIVER 2.1. These Terms are fully intended to reflect the agreement between the parties and no provision herein shall be considered waived unless such waiver is accepted by the other party. 2.2. No waiver of any provision in these Terms will be deemed a waiver of a subsequent breach of any similar provision unless explicitly stated. A waiver of any breach or a failure to enforce any term herein will not in any way affect, limit, or waive either party s rights hereunder at any time to enforce strict compliance thereafter. 3. Severability 3.1. If any term hereunder is held by the courts of England and Wales to be invalid, illegal, void or unenforceable, the remainder of the Terms (including any provisions, covenants and restrictions set forth therein) shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 3.2. The parties agree to use their commercially reasonable efforts to find alternative means to achieve the same of substantially similar results as if that provision or term were still in force. 3.3. It is hereby agreed that the intention of the parties would be to execute the remaining terms, provisions covenants and restrictions aside from those that may hereafter be declared invalid, illegal, void or unenforceable. 4. ELIGIBILITY 4.1. Certain residents are not eligible to participate in the Tokens sale due to various taxation and regulatory issues. These can include, but may not be limited to, citizens and residents of: 4.1.1. The United States of America 4.1.2. China 4.1.3. Hong Kong 4.2. You represent and warrant that You are not a citizen or resident of a geographic area in which use of such Cryptocurrencies as contemplated under this agreement is prohibited by applicable law, decree, regulation, treaty or administrative act. You further represent and warrant that none of the owners of the company of which you are an authorised officer is a citizen or resident of a geographic area in which use of such Cryptocurrencies as contemplated under this agreement is prohibited by applicable law, decree, regulation, treaty or administrative act. 4.3. You represent and warrant that You shall not use the Website if doing so is prohibited under the Applicable Law or the law of the Participant s country of 103
residence. Any Participant that is in any manner limited or prohibited from the purchase, possession, transfer, use or other transaction relating to the Tokens sale under the aforementioned law(s) should not access the Website and is prohibited from accessing, referencing, engaging or otherwise using the Website. 4.4. You represent and warrant that under the laws of England and Wales You are of an age of majority to agree to these Terms and that You meet all other eligibility and residency requirements, and that You are fully able and legally competent to use the Website, and that doing so does not violate any other existing agreements to which You may be a party. 4.5. You represent and warrant that You have the necessary and relevant experience and knowledge to participate in the Tokens sale. This may include, but is not limited to knowledge of dealing with cryptographic tokens, cryptocurrencies and blockchain based systems, and understanding the merits, risks and restrictions associated with these concepts, and that You are solely responsible for any evaluations and decisions based on such knowledge in relation to your participation in the Tokens sale. 4.6. You represent and warrant that You have the right, power and authority to enter this agreement on behalf of yourself or on behalf of any corporation, governmental organisation or other legal entity, and in doing so bind them to these Terms. 4.7. You represent and warrant that You will not use the Website for any illegal activity, including but not limited to money laundering and the financing of terrorism. 4.8. You represent and warrant that you have read carefully these Terms which regulate the use of the Website and participation in the Tokens sale. By using the Website and participating in the Tokens sale, You confirm that You have fully read and understood these Terms. 4.9. These Terms become effective at the time You begin using the website, and You may withdraw from Your obligations under the Terms at any time by discontinuing the use of the Website. 4.10. We reserve the right to refuse to allow You to participate in the Tokens sale should You not meet the above eligibility criteria. 5. AMENDMENTS 5.1. You acknowledge and accept that these Terms are subject to change, modifications, amendments, alterations or supplements at any time without prior written notice at the Company s sole discretion. 5.2. Your continued use of the Website after any amendments or alterations shall constitute Your consent and acceptance of any such modifications, amendments, alterations of supplements. The date of the most recent amendments and alterations will be indicated at the top of these Terms. 104
6. THE WEBSITE 6.1. The Participant hereby acknowledges and agrees that the Company reserves the right at its own discretion to at any time modify the Website, temporarily suspend the Website, or to permanently suspend or eliminate the Website, for any reason. 6.2. The pages of the Website may contain links to any third-party websites and services, such links are provided for Your convenience but does not mean they are recommended by the Company. Accordingly, the Company cannot guarantee their safety and conformity and the Company makes no warranties for that site, or any of its respective services, nor is the Company responsible for maintain any materials referenced from another site. 6.3. The Company assumes no obligations in the event of any damage, loss or any other direct or indirect impact resulting from the use of any content, goods or services available on or through any third party websites and resources which may be linked or referenced on the Website. 6.4. The Participant understands and agrees that it is their obligations to ensure compliance with any legislation relevant to their country of residence or citizenship, and that the Company does not accept any liability for any illegal or unauthorised use of the Website. 6.5. The Company does not warrant or represent that any information on the Website is accurate or reliable of that the Website will be free of errors or viruses, or that defects will be corrected, or that the service of the server that makes the Website available will be free of viruses or other harmful components. 6.6. The Company shall not be liable for uninterrupted availability of the Website at all times, in all countries at any given time. 7. INDEMNIFICATION 7.1. To the fullest extent allowable pursuant to the Applicable Law, the Participant shall indemnify, defend and hold the Company and/or its agents, officers, employees, directors, subsidiaries, affiliates, successors and permitted assignees from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys; fees incurred and/or those necessary to successfully establish the right to any such indemnification) filed/incurred by any third party against the Company arising out of a breach of any warranty, representation, or obligation under these Terms. 8. FORCE MAJEURE 8.1. The Participant shall not have any claim of any nature whatsoever against the Company for any failure to carry out its obligations under these Terms which are a result of causes beyond its control, including but not limited to: power failure, internet 105
service provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, and any law or action taken by a government or public authority, including without limitation the imposition of any export or import restriction, quota, or prohibition, or any other event that is beyond the absolute and direct control of the Company. 9. LIABILITY 9.1. Any and all participation in the Company s Tokens sale is final and non-refundable. By participating in the Tokens sale, You acknowledge that neither the Company or any of its affiliates or subsidiaries are required to provide a refund for any reason. You will not receive any money or other compensation for any credit that is not used or remains unused for any reason. 9.2. To the fullest extent permitted under the Applicable Law, in no event will the Company be liable for any indirect, special, incidental, consequential or exemplary damages of any kind (including, but not limited to loss of revenue, income, profits, use, data or damages for business interruption) arising out of or in any way related to the participation in the Tokens sale or otherwise related to these terms. This is regardless of the form of action, whether based in contract, tort (including, but not limited to negligence of any form) or any other legal or equitable theory (including if the Company has been advised of the possibility of such damages and regardless of whether such damages were foreseeable). 9.3. In no event will the Company and the Company s affiliates or subsidiaries aggregate liability, whether in contract, warranty, tort (including, but not limited to negligence of any form) or other legal or equitable theory arising out of relating to these Terms, exceed the amount you pay to participate in the Tokens sale. 9.4. The Parties shall be responsible for compliance with these Terms, in particular: 9.4.1. In the event that there has been filed accusations, claims or lawsuits in relation to any non-compliance by the Participant, the Participant agrees to settle such claims or actions on their own and at their own expense, as well as fully compensating the Company for documented proven losses, court fees and legal costs incurred in connection with the refusal or non-fulfillment of the Participant s obligations under these Terms. 9.4.2. In the event that there has been filed accusations, claims or lawsuits in relation to any non-compliance by the Participant with exclusive rights or other rights of third parties, the Participant agrees to settle such claims or actions on their own and at their own expense, as well as fully compensating the Company for documented proven losses, court fees and legal costs incurred in connection with the refusal or non-fulfillment of the Participant s obligations under these Terms. 9.4.3. Should the Participant violate their obligations of these Terms, the Company reserves the right to demand full compensation from the Participant for losses caused 106
by any and all violations, to bring forward a case against You in the courts of England and Wales if the compensation does not cover the Company s loss. 9.5. The Company reserves the right to release information relating to the Participant s identity and location to any authorised officer in accordance with the Applicable Law. 9.6. If the Applicable Law does not allow all or any part of the above limitations of liability to apply to You, the limitations will apply to the fullest extent permitted under Applicable Law. 9.7. You agree to be solely responsible for any applicable taxes imposed in relation to your purchase(s) under the Tokens sale. The Participant shall pay any and all applicable taxes of whatsoever kind that may be imposed by governmental agencies of whatever kind. 10. REPRESENTATIONS AND WARRANTIES 10.1. To the fullest extent permitted under Applicable Law and except as otherwise specified in writing by the Company, the Tokens sale is offered and sold on an as is or as available basis without warranties of any kind, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The Company does not represent or warrant that the Tokens sale will meet your requirements and/or will be reliable, free from error or defects, and the Company does not represent or warrant that the delivery mechanisms of the Tokens sale are free of viruses or other potentially harmful components. 10.2. The Participant fully understands and agrees that the Tokens sale is based and created on a blockchain technology and are designed to be used in the manner described in the Agreement. 10.3. The Participant agrees to provide all documents requested from the Company in the case of any consequences of possible regulation in relation to the Tokens sale in the jurisdiction of the Company and to comply with all requirements demanded from governmental bodies of the jurisdiction of the Company s incorporation. 10.4. The Participant will not force or otherwise manipulate any personal or non-personal data requested by the Company or given in the process of Your registration, and will provide all necessary data in the form and format requested by the Company in the event that such information is necessary under the requirements of relevant Anti-Money Laundering regulations and Know Your Customer (KYC) frameworks in accordance with Applicable Law. 10.5. You represent and warrant that your participation in the Tokens sale complies with any and all applicable laws and regulations in Your jurisdiction. 10.6. You agree that you do not intend to hinder, delay or defraud the Company or any other Participants in the Tokens sale to engage in any illegal conduct or 107
unlawful activity, particularly as it relates to money laundering, proceeds of crime, terrorist activities or trading with countries who may be subject to sanctions of embargos imposed by any relevant jurisdictions. 10.7. The Company notes that not all jurisdictions allow the exclusion or certain warranties or disclaimers of implied terms in consumer contracts, and that accordingly not all warranties and disclaimers may apply to You. 11. INTELLECTUAL PROPERTY 11.1. The Company has valid, unrestricted and exclusive ownership of the rights to use any intellectual property (including but not limited to: patents, trademarks, trade names, copyrights, know-how and technology) necessary to the conduct of the Company and their activities generally. 11.2. In no way do these Terms or participation in the Tokens sale entitle You to any intellectual property of the Company. 11.3. Unless otherwise stated, the content and information on the Website are the property of the Company, and You may not download, reproduce or retransmit any information included therein, other than for non-commercial individual use. The Website is to be used by the Participants only. 11.4. You are permitted to download and print such materials from the Website for personal and non-commercial use provided that you do not breach these Terms. 11.5. There are no implied licenses under these Terms, and any rights not expressly granted to You hereunder are reserved by the Company. 11.6. If any documentary submission or other action is required from the Participant for the purpose of any intellectual property right registration of the Company, You must provide the Company with any requested assistance. 12. TERMINATION 12.1. Notwithstanding any other provision herein, the Company reserves the right to terminate these Terms or suspend the Participant s right to access the Website, without notice and at its sole discretion. 12.2. The Company may terminate in case of the Participant s breach of these Terms or in the case of a Participant s fraud, negligent or other misconduct. 12.3. The Participant may terminate these Terms without notice by discontinuing use of the Website. 12.4. Should either party terminate these Terms, the Company will immediately revoke all rights granted to the Participant and suspend Your access to the Website. 108
12.5. In the event of a Force Majeure event (Clause 8 herein), breach of these Terms, or any other event that renders provision of services commercially unreasonable for the Company, the Company may at their discretion and without liability and without prior notice, suspend or terminate Your access to all or a part of the Website, and delete all related information and files related to such Participant. 12.6. In the event of termination hereunder, the Company will endeavour to return any funds stored that are not otherwise owed to the Company, provided the Participant has not committed any fraud, negligence or other misconduct. 13. OVERVIEW OF TOKENS 13.1. Pink Taxi Tokens are based on the Ethereum protocol and conform to the widely used ERC20 standard. 13.2. Pink Taxi Tokens smart contract address will be published in due time prior to Pink Taxi Token Pre-sales and post token sale phases A & B. 13.3. Pink Taxi Tokens carries no rights, express or implied, other than those, set out herein, subject to Pink Taxi successful completion and deployment of the Platform. In particular, Pink Taxi Token holders shall not have any influence in the development or governance of Pinktaxi.io. Pink Taxi Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to Pinktaxi.io. 13.4. Pink Taxi Tokens are designed to be exchangeable on cryptographic token exchanges. Pinktaxi.io gives no warranties that Pink Taxi Tokens will be exchangeable on bigger stock exchanges, but undertakes on best effort bases to do everything that is reasonable possible and within the powers of Pinktaxi.io to enable exchange of Pink Taxi Tokens on as many exchanges as possible. 13.5. Pink Taxi Tokens shall be distributed during three events: Token Pre-Sale and Token Sales Phase A and Token Sales Phase B. 13.6. Pink Taxi Tokens Pre-Sale shall be held during 15.05.2018 30.06.2018. 13.7. Pink Taxi Token Sales Phase A shall be held during 01.07.2018 31.07.2018. 13.8. Pink Taxi Tokens Sale Phase B shall be held during 01.08.2018 30.09.2018. 13.9. Pink Taxi Tokens shall be distributed in the following manner: 1) 20% of Total Pink Taxi Tokens 10,000,000 shall be distributed during Pink Taxi Tokens Pre-Sale; 2) 25% of Total Pink Taxi Tokens 12,500,000 shall be distributed during Pink Taxi Tokens sales Phase A; 3) 25% of Total Pink Taxi Tokens 12,500,000 shall be distributed during Pink Taxi Tokens sales Phase B; 4) 5% of Total Pink Taxi Tokens 2,500,000 shall belong to Pinktaxi.io team members; 5) 2.5% of Total Pink Taxi Tokens 1,250,000 shall be spent on bounty programs; 6) 2.5% of Total Pink Taxi Tokens 1,250,000 shall be spent on referral program; 7) 10% of Total Pink Taxi Tokens 5,000,000 shall be reserved for I.T; 8) 10% of Total Pink Taxi Tokens 5,000,000 shall be distributed among advisors & legal to stimulate and motivate them. 109
13.10. Pinktaxi.io reserves the right to emergency stop functionality to stop the distribution process. Use of this functionality shall remain in discretion of Pinktaxi.io and shall only be used in limited situations, such as: 1) Serious security issue detected; 2) Serious network performance issue, depriving all users of equal treatment; 3) Any type of material attack on Pink Taxi Tokens, the Platform, Website or Ethereum network. 13.11. Pink Taxi Tokens sale and distribution will be offered only through the Website. No third-party website or other provider is allowed to distribute and sell Pink Taxi tokens. No third-party website or a different provider is allowed and has not been in any way supported, engaged, authorized or endorsed by Pinktaxi.io and have no relationship in any way with Pinktaxi.io. The only official and authorized website and Pink Taxi Tokens distribution provider is the Website available at: https://pinktaxi.io. The Participant must ensure that the URL of your web browser indicates that it is using a hypertext transport protocol secure connection ("https") and that the domain name is correct. 13.12. Pink Taxi Token is not a consumer product and its holders accept explicitly and agree to it that they are not covered by the consumer protection regulation of any jurisdiction. 13.13. Pink Taxi Tokens can be used as a 100% discount for products and services provided on the Pink Taxi Platform. 14. NOTICE 14.1. Any notice or other communication shall be in writing and shall be considered given and received when sent by email. 14.2. Communications shall be in English only. 14.3. You will implement reasonable and appropriate measures to secure access to any device associated with the email address provided to the Company. 14.4. In the case that You suspect a security breach, You will inform the Company immediately so that the Company can take any and all required and possible measures to secure the Website and the Company. 14.5. You take responsibility for ensuring your contact information, and specifically email information, remain up to date to receive communications from the Company and the Company takes no responsibility for communications not received due to your error in providing accurate and up to date contact information. 109
15. ADDITIONAL INFORMATION 15.1. An overview of the Tokens sale and the associated risks will be made available to You on the Disclaimer. 15.2. You hereby agree that you are aware of the particulars of the Tokens sale and any associated risks, and agree that You have been warned of the risks associated with Website, the Tokens sale, any relevant technologies, and the legal risks of participation. 109