SIMPLE AGREEMENT FOR FUTURE TOKENS, THEN “SAFT” OR “AGREEMENT”
THIS CERTIFIES THAT in exchange for the payment Keepcoin Corporation, operating under METAFLUENCE brand name, a company formed pursuant to the laws of the Republic of Panama (the “Company”), hereby issues to the Purchaser the right (the “Right”) to certain unit(s) of non-fungible tokens (the “NFT”), subject to the terms set forth below.
By participating in this Agreement (or Instrument) or purchasing an NFT, Purchaser acknowledges that carefully read and agree to the terms of this Agreement as well as has made necessary research and obtained reasonable knowledge and information about NFTs and blockchain, and fully understand that NFT is digital in nature and does not include any items or representations that have physical dimensions such as land, property, construction or other tangible assets. This Agreement governs Purchaser’s participation in the SAFT transactions and where necessary could be updated from time to time as described on www.metafluence.com (the “Website”), as well as Secondary Transactions between Transferors and Transferees (as defined in this Agreement). The Company owns royalty rights on Secondary/Subsequent Transactions of the NFT as set forth herein.
- Launching. If there is a Launching before the expiration or termination of this instrument, the Company will automatically issue to the Purchaser a number of NFT equal to the Purchase Amount. In certain circumstances, timing of the Launching may be shifted due to specific market conditions.
In connection with and prior to the issuance of NFT by the Company to the Purchaser pursuant to this Section 1(a):
- The Purchaser will execute and deliver to the Company, or to a third-party service provider if requested by the Company, any and all other transaction documents related to this SAFT, including verification of non-U.S. person status and necessary KYC (also known as “Know Your Customer / Client”) procedures; and
- The Purchaser will provide to the Company a network address for which to
allocate Purchaser’s NFT upon the Launching.
- Termination. This instrument will expire and terminate upon the earlier of the issuance of NFT to the Purchaser pursuant to Section 1(a).
“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.
“Launching” means the NFT becoming available for purchase by the general public on a NFT marketplace.
“SAFT” means a Simple Agreement for Future Tokens containing a future right to units of NFT purchased by Purchasers, similar in form and content to this Agreement or an Instrument.
“NFT” means any blockchain-tracked, non-fungible token.
“NFT Price” is denominated and paid in USDT.
Royalties on Secondary/Subsequent Transactions of the NFT for the Company, will be 6.5% (six and half percent/percentages). To clarify, the Company receives 6.5% (six and half percent/percentages) royalty income from a sales price of a subsequent/ Secondary sales transactions of NFT. Royalty Income is calculated as following: [Sales price of NFT x Royalty Percentage = Royalty Income].
“Primary Transaction” means a transaction facilitated by the Company through the channels in which a NFT is first sold.
“Secondary Transaction” means any transaction in which a NFT is sold by one owner to a purchaser, i.e., a new or another owner, or is otherwise transferred in any manner that is not a Primary Transaction.
3. Company Representations
- The Company is a company duly organized, validly existing and acting in good standing under the laws of the Republic of Panama, and has the power and authority to own and carry on its business activities as now conducted.
- The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, force major circumstances, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
- To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (ii) 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.
- No consents or approvals are required in connection with the performance of this instrument, other than the Company’s corporate approvals.
4. Purchaser Representations
- The Purchaser is a company duly organized, validly existing and acting in good standing under the laws of original registration, and has the power and authority to own and carry on its business as now conducted.
- The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms.
- The Purchaser is not (i) any natural person resident in the United States (a “U.S. Person”); (ii) any partnership or corporation organized under the laws of the United States (a “U.S. Company”); (iii) any estate of which any executor or administrator is a U.S. Person or U.S. Company; (iv) any trust of which any trustee is a U.S. Person or U.S. Company; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or the account of a U.S. Person or U.S. Company; or (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States.
- Purchaser acknowledges that none of the Company, its affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts in the United States.
5. Procedures for Purchase of Rights and Valuation of Purchase Amount.
- The Company will accept payment under this agreement in USDT.
- While payments could be accepted in USDT only, for purposes of this agreement, the value of the Purchase Amount could be presented or deemed to be in U.S. Dollars, valued at the Applicable Exchange Rate in U.S. Dollars. The term “Applicable Exchange Rate” shall mean the closing price of any digital currency, as applicable, on the day preceding the Effective Date, as listed on coinmarketcap.com; provided, however that each USDT shall always be valued at $1.00 U.S. Dollar regardless of the closing price set forth on coinmarketcap.com.
- The purchase of the NFT, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Purchaser’s decision to terminate the SAFT, any disruption to the operations of any components of the NFT, or any other reason whatsoever.
- This instrument sets forth the entire Agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them. This instrument is one of a series of similar instruments entered into by the Company from time to time. Any provision of this instrument may be amended, waived or modified only upon the written consent of the Company and the holders of a majority, in the aggregate, of the Purchase Amounts paid to the Company with respect to all SAFTs outstanding at the time of such amendment, waiver or modification.
- Any notice required or permitted by this instrument will be deemed sufficient when sent by email to the relevant address listed on the signature page, as subsequently modified by written notice received by the appropriate party.
- The Purchaser is not entitled, as a holder of this instrument, to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor will anything contained herein be construed to confer on the Purchaser, as such, any of the rights of a stockholder of the Company or any right to vote for the election of board members, directors, key management personnel or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise. Furthermore, nothing contained herein shall be construed to confer on the Purchaser, as such, any right to purchase, convert into or otherwise obtain any other securities, stocks, shares or assets of the Company.
- Neither this instrument nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; provided, however, that this instrument and/or the rights contained herein may be assigned without the Company’s consent by the Purchaser to any other entity who directly or indirectly, controls, is controlled by or is under common control with the Purchaser, including, without limitation, any general partner, managing member, officer or director of the Purchaser, or any venture capital fund now or hereafter existing which is controlled by one or more general partners or managing members of, or shares the same management company with, the Purchaser; and provided, further, that the Company may assign this instrument in whole, without the consent of the Purchaser, in connection with a reincorporation to change the Company’s domicile.
- 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.
- All rights and obligations hereunder will be governed by the laws of the Republic of Panama, without regard to the conflicts of law provisions of such jurisdiction. Any dispute, claim or controversy arising out of or relating to the Right or this instrument or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration administered by the Panama Conciliation and Arbitration Centre in accordance with its procedural rules.
7. Conduct. As a condition to Purchaser’s participation in this SAFT, Purchaser agrees:
- that Purchaser will not participate in the NFT sale to conceal or transfer proceeds relating to criminal activity or purchase a NFT for any reason other than to obtain the NFT in a normal course of business, such as investment or operational purposes;
- that NFT is a volatile asset that often experiences periods of high price volatility and instability. Often a consequence of rapidly changing prices and demand, the blockchain can also experience significant periods of network congestion, slow to stagnant processing speeds, and unpredictable failures.
When Purchaser acquires NFT, Purchaser owns all property rights to that NFT (e.g., the right to freely sell, transfer, or otherwise dispose that NFT). Such rights, however, do not include the ownership of the intellectual property rights in the Metafluence and /or Keepcoin Corporation, its assets and respective ecosystem. Such rights are reserved with Metafluence / Keepcoin Corporation, i.e., the Company.
Reservation of Rights. All rights in and to the NFT not expressly provided for in this Agreement are hereby reserved by the Company. The Company owns and will retain all intellectual property rights, trademark and copyright in and to the NFT. Without limitation, Purchaser shall not, nor permit any third party to do or attempt to do any of the following without express prior written consent from the Company: (i) modify the NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (ii) use the NFT in connection with media that depicts hatred, intolerance, violence, cruelty, or any other subject matter that are unethical, illegal or reflects negatively on the Keepcoin Corporation and/or Metafluence brand; (iii) use the NFT in any other form of media, except solely for Purchaser’s own personal, use for so long as purchase owns the NFT; (iv) attempt to register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT; (v) rent/lease-out the NFT; (vi) transfer a NFT to a Transferee/Party that is (a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; or is (b) listed on any U.S. Government list of prohibited or restricted parties (“Prohibited Transferees”).
Transfers: All Secondary Transactions are subject to the following terms: (i) the NFT transferee (the “Transferee”) shall, by receiving an ownership interest in the NFT, be deemed to accept all of the terms of this Agreement; (ii) the NFT transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessible by the Transferee, (iii) the smart contract will be designed in such a way that Transferor will pay the Company 6.5% (six and half percent/percentages) of the gross amounts paid by the Transferee (the “Royalty Payment”). Company must be paid on the same time as Transferor is paid by the Transferee. Purchaser acknowledges and agrees that the amounts payable to Company under this Section herein does not include, and is not intended to cover any additional transaction fees imposed or required by the transferring platform through which transfer of the NFT occurs.
Purchaser accepts and acknowledges all risks associated with the following:
Purchasers are solely responsible for determining what, if any, taxes apply to purchase, ownership, sale, or transfer of NFT. The Company is not responsible for determining or paying the taxes that apply to such transactions.
Digital assets, including blockchain based assets within Metafluence, are subject to developing laws and regulations throughout the World; and Company shall have no liability in connection with any such circumstances.
There is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s), including NFT; and Company shall have no liability in connection with any such circumstances.
There is no guarantee that NFT will have or retain any value; the commercial or market value of NFT may materially diminish in value as a result of a variety of things such as negative publicity in connection with the NFT market and cryptocurrency; and Company shall have no liability in connection with any such circumstances.
There are risks associated with using internet-native (digital) assets (e.g., non-fungible tokens, cryptocurrencies, etc.) including, but not limited to, the risk of hardware, software and internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within Purchaser’s digital “wallet” or elsewhere, and Company will not be responsible for any of these, however caused; and Company shall have no liability in connection with any such events or transaction.
Upgrades to the decentralized blockchain platform, a hard fork or other change in the platform, a failure or cessation, or a change in how transactions are confirmed on the platform may have unintended, adverse effects on all blockchains using such technologies, including without limitation the NFT; and Company shall have no liability in connection with any such events or transaction.
The risk of losing access to NFT due to loss of private key(s), custodial error or Purchaser error; the risk of mining attacks; the risk of hacking, security weaknesses, fraud, counterfeiting, cyberattacks and other technological difficulties; the risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of Licensed NFT; the risks related to taxation; that NFTs are not legal tender and are not back by any government; and that Company is not responsible for any transaction between Purchaser and a third party (e.g., transfer of the NFT on the so-called “Secondary market”), and Company shall have no liability in connection with any such transaction.
Indemnity. Purchaser will defend, indemnify, and hold Company and Company Parties, including each of their respective affiliates, subsidiaries, parents, successors and assigns, and each of Company’s respective officers, directors, employees, agents, or shareholders, harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of sale or possession of the NFT and/or participation in the related transactions, including but not limited to: (i) Purchaser’s breach of this Agreement or the documents it incorporates by reference; (ii) Purchaser’s violation of any law or the rights of a third party as a result of Purchaser’s own interaction with such third party; (iii) any allegation that any materials that Purchaser’s submit to the Company or transmit in the course of the transactions, communications seeking Company’s consent to activities or otherwise, infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (iv) any other activities in connection with the NFT and this SAFT. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
- Panamanian law shall govern the validity, interpretation, and performance of the Agreement.
- If the parties are unable to resolve a dispute by means of negotiations, such dispute shall be resolved in the respective court of the Republic of Panama.
- This Agreement becomes effective from the date of signing by both parties and shall remain valid until the parties’ entire fulfilment of their obligations hereunder.
8. Confidentiality and Data Protection
- Details of any transaction undertaken and any information provided by a party or received by the other party in the course of the Agreement will at all times be kept confidential subject only to any disclosures required to make to governmental or regulatory authorities. Should a party be required to make any such disclosures such party will first inform the other party of the requirement.
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