GLOBAL ASSENT TOKEN SALE TERMS AND CONDITIONS
The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of cryptographic tokens ("GAT") from SABLEASSENT, a company registered in the State of Delaware (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the GAT token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE GAT FROM THE COMPANY. BY PURCHASING GAT FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT Daryl@sableassent.com. By purchasing GAT, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “SABLEASSENT Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of GAT, including losses associated with the terms set forth below.
DO NOT PURCHASE GAT IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING GAT, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE GAT.
PURCHASES OF GAT SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF GAT DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR GAT RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE GAT OR PARTICIPATE IN THE SALE OF GAT. YOUR PARTICIPATION IN GAT SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AND COMPANY AGREE AS FOLLOWS:
(a)Token Generation Event. In the event that SABLEASSENT operates a Qualifying Token Generation Event (“TGE”), SABLEASSENT will automatically issue to the Purchaser, a number of Tokens equal to the Purchase Amount divided by the previously determined Discount Rate (the Purchaser Tokens). The Qualifying TGE is offered at different prices depending on the time at which Tokens are purchased, the Purchase Amount will be considered to have been at the most advantageous rate publicly marketed. If SABLEASSENT elects to operate the Qualifying TGE using a Nominated Entity, it will inform the Purchaser in writing. The performance by the Nominated Entity of the obligations of the Company under this agreement will duly discharge the obligations of SABLEASSENT to the Purchaser.
(b)Dissolution Event. If there is a Dissolution Event before this agreement expires or terminates, the Company will pay an amount equal to the Purchase Amount, due and payable to the Purchaser immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Purchaser and all holders of all other SAFTs (the “Dissolving Purchasers”), as determined in good faith by the Company’s management partners, are insufficient to permit the payment to the Dissolving Purchasers of their respective Purchase Amounts, then the entire assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Dissolving Purchasers in proportion to the Purchase Amounts they would otherwise be entitled to receive pursuant to this Section 1(c).
(c)Termination. This agreement will expire and terminate upon either (i) the issuance of Tokens to the Purchaser pursuant to Section 1; or (ii) the payment, or setting aside for payment, of amounts due the Purchaser pursuant to Section 1(b).
“SABLEASSENT Global Black Network” means a suite of smart contracts built on the Ethereum Network which grants Purchasers the right to access the Network and the ability to use the Network to transact, interact with other members or users of the network, and to use any/all other Network functions offered to every Token Holder. See detailed network description in Whitepaper.
“Token Holder” means member, user, business, individual, or entity that holds a Token in order to gain access to the SABLEASSENT Global Black Network.
“Token Utility” means access to premium services, features, and functions, that Token holders may be able to use within the Network.
“Discount Price” means the maximum price per Token sold by the Company to the public during the Token Generation Event multiplied by the Discount Rate.
“Dissolution Event” means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
“Purchase Amount” means the amounts paid by the Purchaser to the Company pursuant to this agreement.
“Nominated Entity” means a company or other organization, nominated by the Company to operate the Token Generation Event.
“Token Generation Event” means the operation by the Company or any subsidiary thereof of a public sale of cryptographic tokens necessary for access to and operation of the SABLEASSENT Global Black Network.
- Purpose and Use of GAT
- Company is developing and deploying a decentralized global network that runs on the Ethereum platform that will connect black owned for profit and not for profit businesses with consumers world-wide. GAT is a decentralized ERC20 utility token that Company is selling in the TGE that will allow access to the premium services, features, and functionality of the SABLEASSENT Global Black Network.
- Purchase, ownership, receipt or possession of GAT carries no rights, express or implied, other than the right to use GAT in connection with accessing the Network and Token Utility. Purchaser understand and accept that GAT do not represent or confer any ownership right or stake, share or security equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to Company and its corporate affiliates, including the governance of the Company and its corporate affiliates, subject to imitations and conditions in these Terms. GAT are not intended to be a security or commodity. Purchaser agree that GAT are intended to be used within the Network and understand that any sale, trade, or distribution of GAT outside of the Network is outside of the Company’s control.
In order to be eligible to participate in the TGE, Purchaser must:
- Be at least 18 years of age;
- Complete the registration process, as defined and described in more detail in Exhibit A, including by (i) providing all information Company requests during the registration process (“Purchaser Information”) and (ii) maintaining an ERC20-compatible Ethereum and/or Bitcoin wallet (“Purchaser Waller”);
- Download the SABLEASSENT Global Assent Token Wallet, found on SABLEASSENT.com
- Fund Purchaser Wallet with an amount of Ether or Bitcoin sufficient to allow Purchaser to complete purchase of GAT pursuant to these Terms; and
- Complete all additional registration requirements that Company specifies or deems necessary.
- Company Representations
(a) The Company is duly incorporated and validly existing under the laws of Delaware, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by Company of this instrument is within the power of Company and, other than with respect to the actions to be taken when GAT are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of Company. This instrument constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally. To the knowledge of the Company, it is not in violation of (i) its current Articles of Incorporation or Bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
(c) The performance and consummation of the transactions contemplated by this agreement do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this agreement, other than: (i) the Company’s corporate approvals; or (ii) any necessary qualifications or filings under applicable securities laws.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
- Purchaser Representations
(a) The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity;
(b) The Purchaser has been advised that the Token described in this instrument is not a security as determined by the regulatory authorities of the United States under the Howey Test and that the offer and sale of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. Accordingly, no United Stated or other financial regulatory authority has passed upon the contents of these Terms or the merits of purchasing GAT, nor have these Terms been filed with, or reviewed by, any United States or other financial regulatory authority;
(c) The Purchaser understands that it is purchasing this instrument for its own account for early access to the Network and initial funding of the SABLEASSENT Global Black Network. The Purchaser of this token recognizes that this is a purchase for the right to access the network and its functionality, rather than an investment with the expectation of future profits coming directly from the purchase of this Token. Purchaser further recognizes, understands and acknowledges that SABLEASSENT in its Token Generation Event, offers the Token to enable Token Holders the ability to access to the Network and the functionality that comes along with being a Token Holder as is detailed within the Whitepaper. Any profits, or expectation of future profits, will rely solely upon the efforts of the individual Token Holder’s own use and involvement within the functionality of the Network;
(d) The Purchaser accepts that the Network is a decentralized Global platform that aims to connect BLACK owned and operated for profit and non-profit businesses with consumers around the world. Purchaser further represents that this Token can be used as a Value Exchange within the Network to facilitate frictionless transactions and promote the growth and expansion of a decentralized autonomous economic platform within the Network. Purchaser understands that although the Network is operated, updated and secured by SABLEASSENT, the success and/or failure of the Network relies solely upon present and future Token Holders, and their actions and use of the Token within the Network;
(e) Purchaser makes the representation that they have sufficient technical understanding of cryptographic tokens (including GAT, Ether, and Bitcoin), Ethereum-based protocols, distributed networks, token storage mechanisms (including the Purchaser Wallet), and Blockchain technology in general to understand these terms and to appreciate the risks and implications of purchasing GAT;
(f) Purchaser acknowledges that SABLEASSENT will in the future, continue to strive towards growing and expanding the Network by creating more Token Holders be it through future Token Generation Events or other events in which the directors of SABLEASSENT deem necessary;
(g) Purchaser acknowledges that being a Token Holder affords no voting rights in the management, security, or daily operations of SABLEASSENT;
(h) Purchaser acknowledges that unless otherwise stated herein, these Terms govern only the promise of future tokens during the TGE, of GAT from Company. Company will have no responsibility for the use of GAT after GAT is sold and delivered;
(i) PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT THE PURCHASE OF GAT FROM COMPANY IS FINAL, AND THERE ARE NO REFUNDS OR CANCELLATIONS EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW OR REGULATION;
(j) Purchaser acknowledges that they have read and understand the TERMS described in this Agreement (including all exhibits which are a part of these Terms);
(k) Purchaser understands and assume the restrictions and risks associated with the purchase, holding and use of GAT as set forth herein, including but not limited to, the risks explained and disclosed in Exhibit B;
(l) Purchaser understands and acknowledges that these Terms shall not be construed as an invitation to subscribe for any securities, and Purchaser understand and acknowledge that no actions of, or documentation issued by the Company, shall be construed as such;
(m) Purchaser is at least 18 years of age;
(n) Purchaser hereby certify that it is not (i) a citizen or resident of a geographic area in which the use of GAT in connection with the Network and Token Utility is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of , or located in, a geographic area that is subject to United States or other applicable sanctions or embargos, or (iii) an individual, or an individual employed by or associated with an entity, identified on the United States Department of Commerce’s Denied Persons or Entity List, the United States Department of Treasury’s Specially Designated Nationals List, the United States Department of State’s Debarred Parties List or other applicable sanctions lists. Purchaser hereby represent and agree that if Purchaser’s country of residence or other circumstances change such that the above representations are no longer accurate, Purchaser will immediately notify Company and cease using GAT. Purchaser agree that it will not knowingly sell or otherwise transfer GAT to a party subject to United States or other applicable sanctions;
(o) Purchaser is not resident or domiciled in the People’s Republic of China or New York State or purchasing GAT from a location in the People’s Republic of China or New York State;
(p) Purchaser will comply with any applicable tax obligations in its jurisdiction arising from its purchase of GAT; and
(q) If Purchaser is purchasing on behalf of any entity, (i) Purchaser is authorized to accept these Terms and to act on such entity’s behalf, (ii) such entity will be responsible for breach of these Terms by Purchaser or any other employee or agent of such entity, and (iii) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization.
- 7. Procedures and Specifications for Purchase of GAT
(a) The Company will accept payment for the Right purchased under this SAFT in [Bitcoin/Ether]. Purchaser shall make the required payment to the Company in consideration for Purchaser’s purchase of the Right pursuant to the SAFT through the procedures set forth on Exhibit A hereof.
(b) For purposes of this instrument, the value of the Purchase Amount shall be deemed in United States dollars whether the Purchaser pays in [Bitcoin [or] Ether], valued at the Applicable Exchange Rate for [Ether]. The term “Applicable Exchange Rate” shall mean the volume-weighted average daily price of [Ether] [across/on] [exchange(s)/index(es)] in the 24-hour period (Eastern Time) following the day and time that the Company notifies the Purchaser, in writing, that the Company has accepted Purchaser’s offer to purchase the Right under this SAFT. 
- Acknowledgements and Assumption of Risks
PURCHASER ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING GAT, OWNING GAT, AND USING GAT IN CONNECTION WITH THE NETWORK AND TOKEN UTILITY, AS DISCLOSED IN EXHIBIT B. IF PURCHASER HAS QUESTIONS REGARDING THESE RISKS, PLEASE CONTACT US AT DARYL@SABLEASSENT.COM BY PURCHASING GAT, PURCHASER EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
Notwithstanding any other provisions of these Terms, Company will not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to (i) Purchaser’s failure to implement reasonable measures to secure Purchaser Wallet or the wallet offered by SABLEASSENT or any other wallet or vault Purchaser uses to hold GAT or the relevant access credentials, (ii) the loss of, tampering with, circumventing or unauthorized use of the access credentials to Purchaser Wallet or any other wallet or vault Purchaser uses to hold GAT, or (iii) any security breach affecting the security of Purchaser Wallet or any wallet or vault Purchaser uses to hold GAT, or (iv) the loss of GAT from Purchaser Wallet or any wallet or vault Purchaser uses to hold GAT.
- Cancellations and Refunds
Company reserves the right to cancel the Token Generation Event before the determined end date (Defined in Exhibit A). If Company cancels the TGE, Company will refund the amount of Ether and/or Bitcoin Purchaser used to purchase GAT back to the Purchaser wallet address used to make the purchase. The refund will be Purchaser’s sole exclusive remedy, and Company’s sole liability, for any such cancelation of the Token Generation Event.
Any amount that Purchaser pay for GAT are exclusive of all applicable taxes. Purchaser is responsible for determining what, if any, taxes apply to the purchase of GAT, including, for example, sales, use, value added, and similar taxes. It is the Purchaser responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from Purchaser’s purchase of GAT.
(a) To the fullest extent permitted by applicable law, Purchaser will indemnify, defend and hold harmless Company and Company’s respective past, present and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (“Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorney’s fees) that arise from or relate to: (i) Purchaser’s purchase or use of GAT, (ii)Purchaser’s responsibilities or obligations under these Terms, (iii) any breach by Purchaser of these Terms, or (iv) any infringement of violation by Purchaser of any rights of, or laws or regulations applicable to, any other person or entity.
(b) Company reserves the right to exercise sole control over the defense, at Purchaser’s expense, of any claim subject to indemnification under Section 12(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Purchaser and Company.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (I) GAT ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO GAT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (II) THE COMPANY DO NOT REPRESENT OR WARRANT THAT GAT ARE RELIABLE, CURRENT OR ERROR-FREE, MEET PUCHASER REQUIREMENTS, OR THAT DEFECTS IN GAT WILL BE CORRECTED; AND (III) COMPANY CANNOT AND DO NOT REPRESENT OR WARRANT THAT GAT OR THE DELIVERY MECHANISM FOR GAT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR LOSS FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF GAT OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PURCHASER OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES AND REGARDLESS OF WHETHER SUCH LOSS WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY) FOR ANY LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE GAT, EXCEED THE AMOUNT PURCHASER PAY TO COMPANY FOR GAT.
- THE LIMITATIONS SET FORTH IN SECTION 14(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.
To the fullest extent permitted by applicable law, Purchaser releases Company and the other Company Parties from responsibility, liability, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. Purchaser expressly waives any rights that may be had under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release (including similar laws in other applicable jurisdictions) to include only those claims which Purchaser may know or suspect to exist in Purchaser’s favor at the time of agreeing to this release.
- Dispute Resolution
IF PURCHASER IS DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES PURCHASER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH PURCHASER CAN SEEK RELIEF FROM COMPANY. IF PURCHASER IS DOMICILED OUTSIDE THE UNITED STATES, THIS SECTION DOES NOT APPLY TO OUT OF UNTED STATES PURCHASERS AT ALL AND FORMS NO PART OF OUR AGREEMENT WITH PURCHASER.
- Binding Arbitration. Except for any disputes, claims, suits, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks injunctive relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, trade secrets, patents, or logos, Purchaser and Company (i) waive Purchaser’s and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive Purchaser’s and Company’s respective rights to a jury trial. Instead, Purchaser and Company 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).
- Notice; Informal Dispute Resolution. Both Company and Purchaser will notify the other in writing of any Dispute within 30 days of the date it arises, so that either Company or Purchaser can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to Company at Daryl@Sableassent.com. We may provide notice to Purchaser via email to the email address Purchaser provides in connection with Registration. Purchaser’s notice must include (i) name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that Purchaser are seeking. If Purchaser and Company cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable Party, then either Purchaser or Company may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15(a), file a claim in court.
- Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware.
(a) Any provision of this agreement may be amended, waived or modified only upon the written consent of the Company and the Purchaser.
(b) Unless otherwise expressly stated herein, all communications under this agreement will be in writing and may be made by letter or email. Any notice required or permitted by this agreement will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.
(c) The Purchaser is not entitled, as a holder of this agreement, to vote or receive dividends or be deemed the holder of capital stock for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of an owner of the Company or any right to vote for the election of directors, executives or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any action or to receive notice of meetings, or to receive subscription rights or otherwise.
(d) In the event any one or more of the provisions of this instrument is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this instrument operate or would prospectively operate to invalidate this instrument, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this instrument and the remaining provisions of this instrument will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts together shall constitute the one Agreement.
Token Generation Event Procedures and Specifications
The Company will create a TOTAL of 1,000,000,000 GAT by the time of the Token Generation Event. NO ADDITIONAL GAT WILL BE CREATED.
The Company reserves its rights to modify the terms but as it stands the Company will allocate the percentages of GAT as follows:
- 100 Million – Early endorsement, early token holders.
- 100 Million – Token Generation Event
III. 400 Million – 40-year disbursement at 1% over the course of 40 years.
- 200 Million – Corporate Officers and Assent Team
- 200 Million – Asset holdings for Community Improvement
Commencement and Duration of Token Generation Event:
- The Token Generation Event will commence on January 28, 2018.
- The end date will be March 25, 2018, or when the available supply has been purchased in total.
For purposes of this Agreement, all prices will be designated in United States Dollar amounts.
One GAT will be priced at forty-five cents ($.45).
Registration and Other Procedures for participating in the Token Generation Event
To participate in the Token Generation Event, Purchaser will undergo a registration process (“Registration”). Registration is expected to begin prior to the Token Generation Event.
To begin the Registration process, prospective users must go to SableAssent.com and follow the steps that will enable them to successfully Register for the Token Generation Event as well as download the SABLEASSENT token wallet.
To begin Registration, visit Company Website and click on the REGISTRATION tab. To complete Registration, Purchaser must provide all Registration Information requested and review, agree to and comply with these Terms. Registration Information is currently expected to include first name, last name, entity (if applicable), date of birth, email address, physical address, and IP address. Company reserve the right to request additional Registration Information, and to deny attempts to register for the Token Generation Event, at our sole and absolute discretion.
Possible Risks Relating to Purchase, Sale, and Use of GAT
PLEASE BE AWARE: As noted elsewhere in these Terms, GAT are not being designed or sold as currency, securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit B is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit B, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, holding, and using GAT, Purchaser acknowledges, understands and assumes the following:
- Risks Associated with the Ethereum Blockchain
The GAT is based on platforms that find a foundation in the Ethereum blockchain. Therefore, any malfunction, breakdown or abandonment of the Ethereum blockchain may have a material adverse effect on the SABLEASSENT Global Network including GAT. Furthermore, technological advances could at some point present risks to GAT by rendering the cryptographic consensus mechanisms that create the foundation of the Ethereum blockchain ineffective or obsolete.
- Risk of Hacking and Cyber Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Network or GAT in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.
- Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of GAT and distributed ledger technology (blockchain technology) is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and GAT. Regulatory actions could negatively impact the Network and GAT in various ways, including, for purposes of illustration only, through a determination that the purchase, sale, delivery or use of GAT constitutes unlawful activity, or that registration or licensing is required for GAT or for some or all of the parties involved in the purchase, sale, delivery or use of GAT. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approvals to operate in such jurisdiction.
- Risks Associated with Trading GAT outside the Network
Company does not support or otherwise facilitate any secondary trading or external valuation of GAT. This trading can restrict the contemplated avenues which may then create illiquidity risk with respect to the GAT held by Purchaser. Even in the event that secondary trading of GAT is facilitated by third party exchanges, these exchanges come with many risks and often times have no regulatory oversight. Furthermore, to the extent that third parties do ascribe an external exchange valuation to GAT, such value may be extremely volatile and diminish to zero.
- Risk of Uninsured Losses
Unlike a bank account, GAT are uninsured unless Purchaser specifically obtains private insure to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation (FDIC) or any private insurance arranged by the Company, to offer any recourse to the Purchaser.
- Risks Arising from Lack of Governance Rights in Company
The fact that GAT confer no governance rights of any kind with respect to Company, all decisions involving the Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue contributions to the Platform’s ongoing development or to sell or liquidate the Company. As noted above, the consequences of those decisions could adversely impact the Platform and the utility of GAT that you hold, including GAT’s use for Token Utility.
- Specific Risks Relating to Value and Function of GAT
The launch of new features on the SABLEASSENT Global Network utilizing GAT may be delayed for reasons beyond Company’s control and may ultimately prove unsuccessful. Company may discontinue features if they are not profitable, licensing requirements change, or for other reasons.
The value of GAT will depend on the Token Utility, including its acceptance as a means of obtaining services on the Platforms. The value may be affected by market conditions and other factors. Such changes may adversely affect the utility and value of the tokens. The ability to convert GAT into other cryptocurrencies or fiat currencies will depend on the development of a trading market for the token. Company has no obligation to promote or support trading of GAT. No promises of future performance or value are or will be made with respect to GAT, including no promise of inherent value, no promise of continuing payments, and no guarantee that GAT will hold any particular value.
- Risk of Losing Access to GAT Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of GAT stored in Purchaser’s Purchaser Wallet or another digital wallet or vault. Accordingly, loss of requisite private key(s) associated with Purchaser’s Purchaser Wallet or other digital wallet or vault storing GAT will result in loss of such GAT. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of Purchaser’s Purchaser Wallet or other digital wallet or vault service you use, may be able to misappropriate Purchaser’s GAT. Any errors or malfunctions caused by or otherwise related to Purchaser’s Purchaser Wallet or other digital wallet or vault you choose to receive and store GAT, including Purchaser’s own failure to properly maintain or use such Purchaser Wallet or other digital wallet or vault, may also result in the loss of Purchaser’s GAT. Additionally, Purchaser’s failure to follow precisely the procedures set forth in Exhibit A for buying and receiving GAT may result in the loss of Purchaser’s GAT.
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 Registration information is collected in accordance with Anti Money Laundering and Know Your Customer guidelines/regulations.
 Securities and Exchange Commission v. W. J. Howey Co., 328 U.S. 293 (1946). The Howey Test is a test to determine whether or not an arrangement constitutes an investment contract. The test incorporates (i) an investment of money; (ii) in a common enterprise; (iii) with an expectation of profits predominantly from the efforts of others or a third-party promoter.
 Update based on the types of digital assets or fiat currency Company will accept for the SAFTs.