TEE-coin reinvents the review system with the power of cryptocurrency.
TEE-COIN PTE.LTD.

Legal and Tee-Coin Sales Terms & Conditions

This document should be read in conjunction with the Tee-Coin WhitePaper 

 

Legal and Tee-Coin sale terms

 

These terms and conditions (hereinafter the “Terms”) contain policies and information applicable to the use of the Tee-Coin website (i.e. https://tee-coin.com) (hereinafter referred to as the “Website“) which is owned and operated by Tee-Token Ltd. (the “Company” or “us“), and the premium sales, pre-sales, and Initial Exchange Offering (“IEO“) (hereinafter referred to as the “Related Activities”) of Tee-Coin . By using the Website and/or its related services, including but not limited to the IEO, you expressly agree to be bound by all of the Terms set forth below. 

In accepting this agreement, you acknowledge and confirm that you have read and understood the Terms and had  opportunities to seek independent and professional adviser(s) (including but not limited to lawyers, accountants, tax advisers or programmers) (hereinafter referred to as “Professional Advisers”) prior to agreeing to it. 

At any point, if you do not agree to any portion of the current Terms, you should not proceed to use the Website or participate in the Related Activities or its related services

Tee-Coin has the right to review and amend the Terms at any time without notice. 

To participate in the Related Activities, you will  need to submit the following information set out in the section below entitled “Proving Identification”  so that the Company can carry out Know-Your-Customer (“KYC”) procedures:

Once this information is processed successfully, we’ll notify you and automatically register you for the sale. 

Citizens of Singapore are currently prohibited from participating in the IEO. The IEO will be opened to Singapore citizens once we have received the necessary approval and/or licenses from the Monetary Authority of Singapore (MAS) or if there is no prohibitions from MAS for the Company to proceed with the Company’s Related Activities.

The list of risks specified in these Terms is not exhaustive, and it may not contain those risks which cannot be predicted or foreseen at the present moment. You should be aware of the risks of purchasing the Tee-Coin and make the decision to do so only after careful consideration and, if appropriate, consultation with your independent and professional adviser(s) . 

 

By purchasing Tee-Coin, you confirm that: 

  • you have full capacity to contract with the Company under the applicable law; 
  • you are transacting with the Company and purchasing Tee-Coin only with legally-obtained funds that belong to you; 
  • you are not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us or through your use of Tee-Coin;
  • you are in compliance with all applicable laws; 
  • you will take sole responsibility for any restrictions and risks associated with the purchase of Tee-Coin as stated in the Terms; 
  • – you are not exchanging Bitcoin, Ethereum, or other cryptocurrencies for Tee-Coin for the purpose of speculative investment; 
  • you have a full and complete understanding of the usage and intricacies of Blockchain-based assets, including any risks associated with it. 

KYC/AML and AML/CFT 

 

Money laundering (“ML”) is a process intended to conceal the money derived from or associated with criminal conduct so that they appear to have originated from a legitimate source. Singapore’s primary legislation to combat ML is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A). 

The Company is reminded of the definitions of terrorism financing (“TF“) and terrorist act as set out in the Terrorism (Suppression of Financing) Act (Cap. 325) (“TSOFA”) and the United Nations (Anti-terrorism Measures) Regulations (Rg. 1). 

Terrorists require funds to carry out terrorist acts, and TF is the direct or indirect act of providing or collecting property for terrorist acts, providing property and services for terrorist purposes, using or possessing property for terrorist purposes, and dealing with property of terrorists. Properties refer to assets of every kind, whether tangible or intangible, movable or immovable, including bank credits, travellers cheques, bank cheques, money orders, shares, securities, bonds, drafts and letters of credit. Such property may be derived from criminal activities such as robbery, drug-trafficking, kidnapping, extortion, fraud, or hacking of online accounts. In such cases, there may be an element of ML involved to disguise the source of funds. 

Terrorist acts and organisations may also be financed from legitimate sources such as donations from charities, legitimate business operations, self-funding by individuals etc. Coupled with the fact that TF need not always involve large sums of money, TF can be hard to detect and the Company should remain vigilant. The Company will mitigate the risk of involvement in illicit activities, such as ML and TF, by employing the services of reputable law firms, one of the big four (4) audit firms and a credible security firm to ensure that all internal controls, compliance with relevant laws and safeguards against TF, ML and corruption are in place.

 

Proving Identification

 

Individuals are to provide the following information to the Company:

– Name (as shown in passport or identification document)

– Mailing address and address of residence (PO boxes are not acceptable unless accompanied by valid mailing address) 

– Proof of address- NRIC / FIN / Passport Number 

– Place of birth and date of birth 

– Valid photo identification of the listed account holder(s) 

– Telephone number

– Email address

Corporations are to provide the following information to the Company:

– Name of the corporation as registered with ACRA or other similar authority if not domiciled in Singapore

– Name of corporate representatives 

– Valid photo identification of corporate representatives using the account 

– Registered address and mailing address of the corporation (if different from the registered address). We reserve the right to request the corporation’s local address if its registered address is not in Singapore. 

Customer identification procedures shall be adhered to determine the beneficial owners of a corporation. These procedures include establishing whether the corporation is an agent of another; deriving information concerning the ownership or structure of a corporation that is a legal entity not publicly traded in the US or other countries; and for trustees, obtaining further details about the trust structure, determining the provider of funds, and discerning who has control over the funds and power to remove the trustee. 

 

End User Verification 

 

The validity of documents used to support the opening of an account must be confirmed before the account can be finalized. Verification requires layered security, multi-factor authentication, and the satisfaction of other obligations to ensure that user identity has been meaningfully confirmed. Account size and other factors are considered during this process. 

The following are non-exhaustive  examples of verification processes that the Company reserves the right to employ: 

– Ensuring that no inconsistencies exist between customer-provided identification information. 

– Use of industry standard device identification procedures, such as geo-location checks and “digital fingerprints”. 

– Validating identification information provided by you in compliance with the section “Proving Identification” above against information provided by trusted third party sources. Trusted third party sources include reporting agencies 

– Validating your address with copies of bank statements, utility bills, and/or credit card statements. 

– Closing suspicious accounts when you are unable to furnish sufficient information to confirm your identity. 

– Requesting notarized copies of birth certificates (in the case of individuals) or certificates of incorporation (in the case of corporations) with an apostils for identification. 

We will conduct an annual anti-money laundering audit. The audit shall be conducted by an independent party with a working knowledge of the prevailing and applicable laws and regulations on anti-money laundering. Corrective actions shall be derived from these audits and we will provide the audit report along with intended corrective actions to our management for review. Status reports concerning corrective actions will be routinely furnished to the management of the Company until all outstanding matters are resolved. 

 

Taxation 

 

You shall  bear the sole responsibility to determine if the contribution to and receipt from the purchase of Tee-Coin, the fluctuations of the Tee-Coin’s value over the course of time, as well as other related transactions, shall be a taxable item or event for yourself. You shall  bear full responsibility for timely and correct calculation and payment of all taxes due in accordance with the legislation applicable to you. The Company is not a tax agent for you , and the Company does not advise you on the method of calculation and/or the payment of taxes. You are to seek professional advice  on all matters relating to the purchase, ownership and sale of the Tee-Coin.

 

Liability 

 

You acknowledge and agree that you will not hold any directors, officers, developers, management, employees, staff, auditors, contractors or founders of the Company, the Company’s service provider, or the Blockchain System liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, Tee-Coins, its related services and/or Blockchain system under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that the same shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use the Tee-Coin and /or the Blockchain System and/or the related services. 

You further specifically acknowledge that the directors, officers, developers, management, employees, staff, auditors, contractors or founders of the Company, Smart Contract System and/or the Blockchain System are not liable, and you agree not to hold them or seek to hold them liable, for the conduct of third parties, including other creators of Tee-Coin, and that the risk of buying, holding and using Tee-Coin rests entirely with you. The Company does not guarantee or assure  you of the permanent and uninterrupted operation of the Website and does not take any responsibility for direct, indirect, accidental, special, circumstantial or punitive damages, including but not limited to the losses in the form of lost profit for the mistakes and/or technical issues in the operation of the Website, or restriction of the access to the Website on the territory of any jurisdiction. 

 

Data Protection

 

The Singapore government’s Personal Data Protection Act 2012 (PDPA) is the law that establishes the rules governing the collection, use, disclosure and care of personal data. The data that you have given us will be protected according to the PDPA. A copy of our data protection policy will be provided upon request.

 

Miscellaneous 

 

You agree that if any portion of these Terms is found illegal, void, invalid or unenforceable, in whole or in part, by any court or administrative body of competent jurisdiction for any reason, such provision shall, as to such jurisdiction, be ineffective solely to the extent necessary, without affecting the enforceability of the remaining provisions of the Terms, which shall continue to be in full force and effect. The Terms govern the creation, transfer and holding of Tee-Coins and supersede any statements or representation whatsoever about the launch of Tee-Coins and/or the Smart Contract System made by any person or  the Company in the past, present and future. 

The Terms herein and the clauses stated in the Offer To Purchase shall be read jointly and in  the event of any conflict between the Terms and the clauses stated in the Offer To Purchase, the Terms shall prevail.

The applicable law is Singapore law. Any claim, dispute or matter arising out of or in connection with the Terms, creation of the Tee-Coins and/or the development of Services shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in these Terms.

 

 

OFFER TO PURCHASE TEE-COIN (“Offer to Purchase”)

I/We, (hereinafter called the “Purchaser”) hereby make an Offer to Purchase Tee-coin (the “Token”) from the Company.  For the avoidance of doubt, the Purchaser under this Offer to Purchase includes both a holder of the Token and/or user of the Token.

The Purchaser hereby irrevocably confirms the following:-

 (1) The Purchaser has read and understood all the description, information, particulars, contents and the section carrying the heading “Terms of Use” together with the terms and conditions therein as may be amended by the Company from time to time (collectively referred to as the “Terms”), applicable to the use of the Token and its Initial Exchange Offering (“IEO”) on Tee-Token’s website (i.e. https://tee-coin.com) (hereinafter referred to as the “Website”), which is owned and operated by the Company.  By using the Website and/or its related services, including the IEO, the Purchaser expressly agrees to be bound by all of the Terms set out therein. 

(2) The Purchaser has full legal capacity to enter into this Offer to Purchase under the applicable law.

(3) Any funds advanced arising out of or in connection with this Offer to Purchase and in relation to any transactions using the Token is advanced with legally-obtained funds that belong to the Purchaser and the Purchaser is not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through the Company’s relationship with the Purchaser  or through the use of the Token and that the Purchaser shall be in compliance with all applicable laws.

(4) The Company has the right to review and amend the Terms at any time without notice. 

(5) Prior to participating in the IEO, the Purchaser shall submit the following information to the Company: 

(a) Proof of Identity (please referred to Section II of Annexure A); 

(b) Evidence of accreditation status (if applicable);

(c) KYC/AML (Know Your Customer/Anti-Money Laundering) checks (if applicable); and

(d) AML/CFT (Anti-Money Laundering/Countering the Financing of terrorism) (if applicable) 

(6) No order has been made, proceedings taken or petition presented for the Purchaser’s bankruptcy, nor has the Purchaser entered into any compromise or arrangement with any of its creditors. 

(7) The Purchaser is fully aware that:-

(a) the list of risks specified in the Terms is not exhaustive and is not designed or intended to be a substitute for professional advice. Consequently, there may be other risks which cannot be predicted or foreseen as at the date of this Offer to Purchase; and  

(b) the Purchaser is advised to seek independent and professional advice (including but not limited to legal, accounting, financial or programming advice) before making this Offer to Purchase the Token and entering into any relationship with the Company or participating in the IEO.

(8) By entering into this Offer to Purchase, the Purchaser agrees, acknowledges and covenants to the Company that the Purchaser:-

(a) will take sole responsibility for any restrictions and risks associated with the purchase of the Token as stated in the Terms;

(b) is not exchanging Bitcoin, Ethereum, Ripple or other cryptocurrencies for the Token for the purpose of speculative investment; 

(c) has a full and complete understanding of the usage and intricacies of Blockchain-based assets, including any risks associated with it; 

(d) is fully aware that purchase of the Token and/or participation in the IEO is a very high risk business and/or investment;

(e) can use the Token to pay for goods and services sold or rendered by any other person, establishment or party who is an account holder and is willing to accept the Token as payment;

(f) is not a shareholder of the Company and does not have any power or right relating to the day-to-day operations of the Company or the management of the Company, nor does the Purchaser have any voting right or right over investment or business structure of the Company;

(g) is not entitled to any profit from the Company nor will the Purchaser be liable for any losses of the Company and the Company will not be providing any financial service to the Purchaser;

(j) has not been induced to enter into this Offer to Purchase by any representation, promise, inducement or statement of intention made by the Company or any of the Company’s representatives/agents or any other persons not embodied in this Offer to Purchase.  Neither the Company nor its representatives/agents or any other persons not embodied in this Offer to Purchase shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth in this Offer to Purchase;

(k) shall adhere and fully observe, comply and be bound by all the matters and contents stated in the Annexure  “A” attached hereto under the heading: “Matters to Observe, Comply and Be Bound”; and

(l) has read and understood the Data Protection Notice (the “Notice”) appearing as Annexure B, attached hereto and the Purchaser irrevocably consents to the collection, use and disclosure of the Purchaser’s personal data by the Company for the purposes set out in the Notice.

(9) Any incorrect statement, error or omission shall not annul the sale of the Token nor shall it entitle the Purchaser to revoke or be discharged from the purchase of the Token herein and no claim, indemnity or compensation shall be allowed in respect thereof.

(10) The terms of this Offer to Purchase shall supersede any previous representations, warranties, information, description, agreements or undertakings (if any) whether same be written or oral given by the Company or its representatives/agents or any other persons and the terms herein shall solely govern the rights of the Company and the Purchaser.

 

ACCEPTANCE BY COMPANY

 

Once the information supplied by the Purchaser is processed successfully by the Company, the Company will accept this Offer to Purchase by notifying the Purchaser of the Company’s acceptance of the Purchaser’s Offer to Purchase and register the Purchaser for the purchase of the Token, upon which the Purchaser acknowledges and consents to be bound by all the Terms and the statements and contents stated in this Offer to Purchase.

 

 

ANNEXURE A

MATTERS TO OBSERVE, COMPLY AND BE BOUND

  1. KYC/AML and AML/CFT 

(a) Money laundering (“ML”) is a process intended to conceal the money derived from or associated with criminal conduct so that the money appears to have originated from a legitimate source. Singapore’s primary legislation to combat ML is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A). 

(b) The Company is reminded of the definitions of terrorism financing (“TF“) and terrorist act set out in the Terrorism (Suppression of Financing) Act (Cap. 325) (“TSOFA”) and the United Nations (Anti-terrorism Measures) Regulations (Rg. 1). 

(c) Terrorists require funds to carry out terrorist acts, and TF is the direct or indirect act of providing or collecting property for terrorist acts, providing property and services for terrorist purposes, using or possessing property for terrorist purposes, and dealing with property of terrorists. Properties refer to assets of every kind, whether tangible or intangible, movable or immovable, including bank credits, travellers cheques, bank cheques, money orders, shares, securities, bonds, drafts and letters of credit. Such property may be derived from criminal activities such as robbery, drug-trafficking, kidnapping, extortion, fraud, or hacking of online accounts. In such cases, there may be an element of ML involved to disguise the source of funds. 

(d) Terrorist acts and organisations may also be financed from legitimate sources such as donations from charities, legitimate business operations, self-funding by individuals etc. Coupled with the fact that TF need not always involve large sums of money, TF can be hard to detect and the Company should remain vigilant. The Company will mitigate the risk of involvement in illicit activities, such as ML and TF, by employing the services of reputable law firms, one of the big four (4) audit firms and a credible security firm to ensure that all internal controls, compliance with relevant laws and safeguards against TF, ML, and corruption are in place. 

 

  1. Identification

(a) Where the Purchaser is an individual, to provide the following information:

(i) Name (as shown in passport or identification document);

(ii) Mailing address and address of residence (PO boxes are not acceptable unless accompanied by valid mailing address); 

(iii) Proof of address;

(iv) NRIC / FIN / Passport No.; 

(v) Valid photo identification of the listed account holder(s);

(vi) Place of birth; 

(vii) Date of birth;

(viii) Telephone number; and 

(ix) Email address.

 (b) Where the Purchaser is a corporation, to provide the following:

(i) Name of the corporation as registered with ACRA or other similar authority if not domiciled in Singapore; 

(ii) Name of corporate representatives; 

(ii) Valid photo identification of the corporate representatives using the account; and

(iii) Registered address and mailing address of the corporation (if different from the registered address). We reserve the right to request for the corporation’s local address if its registered address is not in Singapore.

Identification procedures shall be adhered to in order to determine the beneficial owners of a corporation, trust or corporate accounts. These procedures include establishing whether the Purchaser is an agent of another; deriving information concerning the ownership or structure of a corporation that is a legal entity not publicly traded in the United States or other countries; and for trustees, obtaining further details about the trust structure, determining the provider of funds, and discerning who has control over the funds and power to remove the trustee. 

 

III Verification 

(a) The validity of documents used to support the opening of an account must be confirmed before the account can be finalized. Verification requires layered security, multi-factor authentication, and the satisfaction of other obligations to ensure that user identity has been meaningfully confirmed. Account size and other factors are considered during this process. 

(b) The following are non-exhaustive examples of verification processes that the Company reserves the right to employ: 

(i) Ensuring that no inconsistencies exist between customer-provided identification information. 

(ii) Use of industry standard device identification procedures, such as geo-location checks and digital fingerprints. 

(iii) Validating the information provided in Section II above against information provided by trusted third party sources. Trusted third party sources include reporting agencies. 

(iv) Validating the Purchaser’s addresses with copies of bank statements, utility bills, and/or credit card statements. 

(v) Closing suspicious accounts and terminating this Offer to Purchase when the Purchaser is unable to furnish sufficient information to confirm its identity. 

(vi) Requesting notarized copies of birth certificates (in the case of individuals) or certificates of incorporation (in the case of corporations) with an apostils for identification. 

(c) The Company will conduct an annual anti-money laundering audit. The audit shall be conducted by an independent party with a working knowledge of the prevailing and applicable laws and regulations on anti-money laundering. Corrective actions shall be derived from these audits and the Company will provide the audit report along with intended corrective actions to our management for review. Status reports concerning corrective actions will be routinely furnished to the management of the Company until all outstanding matters are resolved. 

 

IV Taxation 

The Purchaser shall bear the sole responsibility to determine whether the purchase of the Token or fluctuations of the Token’s value over the course of time is liable for taxation.  The Purchaser shall bear full responsibility for timely and correct calculation and payment of all taxes due in accordance with the legislation applicable to the Purchaser. The Company is not a tax agent of the Purchaser, and the Company does not advise the Purchaser on the method of calculation and/or the payment of taxes in relation to the Token.   The Purchaser is advised to seek professional tax advice on all matters relating to the purchase of the Token and ownership of the Token. 

 

V Liability 

(a) The Purchaser acknowledges and agrees that the Purchaser will not hold any directors, officers, developers, management, employees, staff,  auditors, contractors or founders of the Company, the Company’s service provider, or the Blockchain System liable for any and all damages or injury whatsoever caused by or relating to the use of, or the inability to use, the Token, its related services and/or Blockchain system under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that the same shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including the loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Token and/or Blockchain System. 

(b) The Purchaser further specifically acknowledges that the directors, officers, developers, management, employees, staff, auditors, contractors or founders of the Company, the Company’s service provider and/or the Blockchain System are not liable, and the Purchaser agrees not to hold them or seek to hold them liable, for the conduct of third parties, including other creators of the Token, and that the risk of buying, holding and using the Token rests entirely with the Purchaser.  The Company does not guarantee the permanent and uninterrupted operation of the Website and does not take any responsibility for direct, indirect, accidental, special, circumstantial or punitive damages, including but not limited to the losses in the form of lost profit for the mistakes and/or technical issues in operation of the Website, or restriction of the access to the Website on the territory of any jurisdiction. 

 

VI Your representations and warranties

You represent and warrant at the time that you make payment and at all times that you hold any Token that:

(i) You have legal capacity under the laws of all applicable jurisdictions and you agree to this Offer to Purchase voluntarily;

(ii) You have full power, authority and capacity to comply with this Offer to Purchase and your obligations under this;

(iii) You enter into this Offer to Purchase voluntarily and based on your own independent judgment and on advice from independent advisors as you have considered necessary;

(iv) You are not a statutory corporation, governmental or semi-governmental authority; 

(v) If you enter into this Offer to Purchase as a corporation, you are a duly incorporated, validly existing corporation in good standing under the laws of the place in which you are incorporated;

(vi) Your compliance with this Offer to Purchase is lawful and your obligations under this Offer to Purchase are legally binding and valid, 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;

(vii) Your entry into, the exercise of your rights and the performance of your obligations under, and conduct of all transactions contemplated by, this Offer to Purchase, will not contravene any restriction legally binding on you or the assets which you send as Payment;

(viii) You are not a resident or Tax resident of, are not domiciled in, and do not otherwise have any relevant connection with:

  1. The People’s Republic of China;
  2. The Republic of Korea (South Korea); 
  3. The Socialist Republic of Vietnam;
  4. New Zealand;
  5. Canada; 
  6. United States of America
  7. Japan; and
  8. Any jurisdiction in which entry into or performing your obligations under this Offer to Purchase or the delivery, holding, use or exchange of Token is unlawful or restricted in any material way or requires licensing, registration or approval of any kind;
  9. Any jurisdiction which the Company has notified on its Website as being subject to prohibitions or restrictions on the holding of Token;

(ix) You pledge to declare accurately about your current residence.

(x) You pledge that the information and materials you registered or submitted in the KYC procedure carried out by the Company reflect the current accurate information.

(xi) You have obtained all necessary corporate authorisations which may be required for you to fully comply with this Offer to Purchase and these remain in full force and effect;

(xii) You have obtained any and all consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or semi-governmental entity required for you to fully comply with this Offer to Purchase;

(xiii) You are not subject to any kind of immunity from suit including State or Crown immunity, or, if you are, you waive such immunity under clause 33 (“No immunity from suit”);

(xiv) None of you or any person on whose behalf you are acting are Disqualified Persons; and

(xv) You are not bankrupt or insolvent (as applicable) and entry into and performing your obligations under this Offer to Purchase will not result in your becoming bankrupt or insolvent (as applicable);

(xvi) You are a sophisticated cryptocurrency purchaser, and in particular that:

  1. You are an experienced purchaser, expert or professional in the fields of blockchain, distributed ledger technology, crypto-tokens and cryptocurrency;
  2. You are experienced in and capable of maintaining and safekeeping any Token you hold, the private key of the address from which you make payment and the password to your User Account;
  3.  You understand, acknowledge and accept the risks outlined in the Risk Disclosure and you are fully aware of all risks associated with the purchase, development and use of any Token, participation in the IEO and the development and possible use of the Platform; and
  4. You are able to incur a complete loss of purchase of Token without impairing your financial condition, and are able to bear the economic risk and consequences of your participation as a Purchaser for an indefinite period of time;

(xvii) You have carefully and thoroughly read and understood all material documentation and you have sought independent advice as needed in your situation, and in particular that you have carefully and thoroughly read and understood: (i) this Offer to Purchase; (ii) the Risk Disclosures; and (iii) the TEE-coin White Paper;

(xix) You understand that this document is not a prospectus nor a solicitation for investment and it does not pertain in any way to an offering of securities in any jurisdiction; that this document, the Token and the IEO have not been, and will not be, registered under any legal or regulatory regime, nor have they been reviewed or approved by any regulatory authority; that the Company does not hold itself out as carrying out any regulated activity in any jurisdiction; that this Offer to Purchase have not been registered under the Securities and Futures Act (Cap. 289) of Singapore, or the securities laws of any other country, including the securities laws of any jurisdiction in which you are resident;

(xx) In entering this Offer to Purchase you have not relied on any representation, warranty, statement, undertaking or conduct of any kind other than as expressly provided in this Offer to Purchase;

(xxi) You do not seek to purchase Token for any unlawful purpose, and in particular that:

  1. You purchase Token only for the purposes expressly permitted under this Offer to Purchase and do not contemplate purchasing, holding, re-selling, exchanging or transferring any Token for any other purpose, including any unlawful, financial or speculative purpose, or to conduct, assist or facilitate money-laundering, terrorist financing or the proliferation of weapons of mass destruction, or in connection with transactions that violate securities or financial services laws in any jurisdiction; and
  2. You purchase Token without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind; and
  3. Any Payment you direct to the Smart Contract was lawfully acquired;

(xxii) Your participation in any other initiatives in connection with the IEO, such as any bonuses or air drops, are lawful;

(xxiii) Except if you are acting as trustee, you are not entering into this Offer to Purchase as an agent or as a partner in any partnership nor acting on behalf of any third party;

(xxiv) If you are acting as trustee, you have disclosed that fact to us in writing and you make each representation and warranty under this clause (including the following) in both your personal capacity and your capacity as trustee:

  1. The trust of which you are trustee has been duly established and continues at all times in full force and effect, and no action has been taken or proposed to terminate it;
  2. You are and have remained at all times validly appointed as trustee of that trust, you are the only trustee of that trust, and no action has been taken or proposed to remove you as trustee of that trust;
  3. The trust deed of the trust discloses all terms of the trust (other than those implied by law) and has been duly stamped;
  4. You have express power under the terms of the trust to enter into and to exercise your rights and perform your obligations under, and conduct all transactions contemplated by, this Offer to Purchase, and you have not released, abandoned or restricted such power in any way;
  5. You are not, and have never been, in default under the terms of the trust;
  6. None of your rights or powers as trustee (including your trustee’s right of indemnity and lien) has been or will be prejudicially affected in any way (including by seeking to purchase or by holding or transferring Token) and there has been no breach of trust (whether related or unrelated breach of trust);
  7. You have a right to be fully indemnified out of the trust assets in respect of obligations incurred by you under or in connection with this Offer to Purchase and the trust assets are sufficient to satisfy that right of indemnity and all other obligations in respect of which you have a right to be indemnified out of the trust assets;
  8. You agree to exercise your right of indemnity out of the trust assets in respect of obligations incurred by you under or in connection with this Offer to Purchase and not to do anything which could restrict your right of indemnity in respect of such obligations and not to create an encumbrance or allow one to exist over such right of indemnity;
  9. All requirements of the trust deed have been properly complied with and all necessary authorisations are in full force and effect in order for you to enter into and to exercise your rights and perform your obligations under, conduct all transactions contemplated by, this Offer to Purchase, and allows those obligations to be enforced and doing such things is and will be in the proper performance of your duties as trustee (including under all applicable statute) and for the benefit of the beneficiaries of the trust;
  10. You will exercise your rights and perform your obligations under, and conduct all transactions contemplated by, this Offer to Purchase in accordance with your powers and duties as trustee; and
  11. The trust is not required to be registered under any regulatory regime; and

(xxv) All information given by you is true, complete, valid and not misleading in any respect, and you acknowledge and agree that the Company enters into this Offer to Purchase with you in reliance on the representations and warranties in this clause.

(xxvi) You acknowledge that nothing in this Offer to Purchase entitle you to any assignment or licence of any Intellectual property rights of the Company.

 

VII Miscellaneous 

(a) The Purchaser agrees that if any portion of the Terms and statements in this Offer of  Purchase is found illegal, void, invalid or unenforceable, in whole or in part, by any court or administrative body of competent jurisdiction for any reason, such provision shall, as to such jurisdiction, be ineffective solely to the extent necessary, without affecting the enforceability of the remaining provisions of the Terms and statements in this Offer to Purchase in any other manner or jurisdiction, which shall continue to be in full force and effect. The Terms and statements in this Offer to Purchase govern the creation, transfer and holding of the Token and supersede any public statements about the launch of the Token made by any party who is not the Company in the past, present and future. 

(b) The Terms and statements in this Offer to Purchase and any dispute or claim arising out of or in connection with it shall be governed by and interpreted according to the laws of the Republic of Singapore. 

 

VIII Arbitration

(a) Any claim, dispute or matter arising out of or relating to the Terms and statements in this Offer to Purchase shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause.

(b) The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.

(c) The tribunal shall consist of one (1) arbitrator mutually agreed by the parties to the dispute.  If the parties to the dispute fail to agree on the arbitrator within twenty-eight (28) days exclusive of the date on which the claimant’s request for arbitration is received by the other parties to the dispute, the arbitrator shall be appointed in accordance with the SIAC Rules.

(d) The arbitral award made by tribunal in accordance with this Clause shall be final, binding and incontestable. Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction.

(e) Any arbitral award may include interest, as determined by the arbitral award, from the date of any default or other breach of this document until the arbitral award is paid in full.

(f) All arbitral awards must be made and payable in Singapore dollars, free of any tax or other deduction.

(g) The parties irrevocably submit to the jurisdiction of SIAC and the Rules. 

(h) Each party undertakes to do and procure to be done all things as may be necessary or desirable (including execute any document) to give effect to any interim or final arbitral award made in accordance with this Clause.

 

ANNEXURE  B

DATA PROTECTION NOTICE 

 

This Data Protection Notice (“Notice”) sets out the basis which Tee-Token Ltd. (“we”, “us”, or “our”) may collect, use, disclose or otherwise process personal data of our customers in accordance with the Personal Data Protection Act (“PDPA”). This Notice applies to personal data in our possession or under our control, including personal data in the possession of organisations which we have engaged to collect, use, disclose or process personal data for our purposes.

 

PERSONAL DATA

  1. As used in this Notice:

“customer’ means an individual who (a) has contacted us through any means to find out more about any goods or services we provide, or (b) may, or has, entered into a contract with us for the supply of any goods or services by us; and

“personal data” means data, whether true or not, about a customer who can be identified: (a) from that data; or (b) from that data and other information to which we have or are likely to have access.

  1. Depending on the nature of your interaction with us, some examples of personal data which we may collect from you include your name and identification information such as your NRIC or passport number, contact information such as your address, email address or telephone number, nationality, gender, date of birth, marital status, photographs and other audio-visual information, employment information and financial information such as credit card numbers, debit card numbers or bank account information.
  2. Other terms used in this Notice shall have the meanings given to them in the PDPA (where the context so permits).

 

COLLECTION, USE AND DISCLOSURE OF PERSONAL DATA

  1. We generally do not collect your personal data unless (a) it is provided to us voluntarily by you directly or via a third party who has been duly authorised by you to disclose your personal data to us (your “authorised representative”) after (i) you (or your authorised representative) have been notified of the purposes for which the data is collected, and (ii) you (or your authorised representative) have provided written consent to the collection and usage of your personal data for those purposes, or (b) collection and use of personal data without consent is permitted or required by the PDPA or other laws. We shall seek your consent before collecting any additional personal data and before using your personal data for a purpose which has not been notified to you (except where permitted or authorised by law).
  2. We may collect and use your personal data for any or all of the following purposes
  1. performing obligations in the course of or in connection with our provision of the goods and/or services requested by you;
  2. verifying your identity, including our internal KYC procedure ;
  3. responding to, handling, and processing queries, requests, applications, complaints, and feedback from you;
  4. managing your relationship with us;
  5. processing payment or credit transactions;
  6. sending your marketing information about our goods or services including notifying you of our marketing events, initiatives and promotions, lucky draws, membership and rewards schemes and other promotions;
  7. complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority;
  8. any other purposes for which you have provided the information;
  9. transmitting to any unaffiliated third parties including our third party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for the aforementioned purposes; and 
  10. any other incidental business purposes related to or in connection with the above.
  1. We may disclose your personal data:
  1. where such disclosure is required for performing obligations in the course of or in connection with our provision of the goods or services requested by you; or
  2. to third party service providers, agents and other organisations we have engaged to perform any of the functions listed in clause 5 above for us.
  1. The purposes listed in the above clauses may continue to apply even in situations where your relationship with us (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with you).

 

WITHDRAWING YOUR CONSENT

  1. The consent that you provide for the collection, use and disclosure of your personal data will remain valid until such time it is being withdrawn by you in writing. You may withdraw consent and request us to stop using and/or disclosing your personal data for any or all of the purposes listed above by submitting your request in writing or via email to our Data Protection Officer at the contact details provided below.
  2. Upon receipt of your written request to withdraw your consent, we may require reasonable time {depending on the complexity of the request and its impact on our relationship with you} for your request to be processed and for us to notify you of the consequences of us acceding to the same, including any legal consequences which may affect your rights and liabilities to us. ln general, we shall seek to process your request within ten (10) business days of receiving it.
  3. Whilst we respect your decision to withdraw your consent, please note that depending on the nature and scope of your request, we may not be in a position to continue providing our goods or services to you and we shall, in such circumstances, notify you before completing the processing of your request. Should you decide to cancel your withdrawal of consent, please inform us in writing in the manner described in clause 8 above.
  4. Please note that withdrawing consent does not affect out right to continue to collect, use and disclose personal data where such collection, use and disclose without consent is permitted or required under applicable laws.

 

ACCESS TO AND CORRECTION OF PERSONAL DATA

  1. lf you wish to make (a) an access request for access to a copy of the personal data which we hold about you or information about the ways in which we use or disclose your personal data, or (b) a correction request to correct or update any of your personal data which we hold about you, you may submit your request in writing or via email to our Data Protection Officer at the contact details provided below.
  2. Please note that a reasonable fee may be charged for an access request. lf so, we will inform you of the fee before processing your request.
  3. We will respond to your request as soon as reasonably possible. Should we not be able to respond to your request within thirty (30) days after receiving your request, we will inform you in writing within thirty (30) days of the time by which we will be able to respond to your request. lf we are unable to provide you with any personal data or to make a correction requested by you, we shall generally inform you of the reasons why we are unable to do so (except where we are not required to do so under the PDPA).

 

PROTECTION OF PERSONAL DATA

  1. To safeguard your personal data from unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks, we have introduced appropriate administrative, physical and technical measures such as up-to-date antivirus protection, encryption and the use of privacy filters to secure all storage and transmission of personal data by us, and disclosing personal data both internally and to our authorised third party service providers and agents only on a need-to-know basis.
  2. You should be aware, however, that no method of transmission over the Internet or method of electronic storage is completely secure. While security cannot be guaranteed, we strive to protect the security of your information and are constantly reviewing and enhancing our information security measures.

 

ACCURACY OF PERSONAL DATA

  1. We generally rely on personal data provided by you (or your authorised representative). In order to ensure that your personal data is current, complete and accurate, please update us if there are changes to your personal data by informing our Data Protection Officer in writing or via email at the contact details provided below.

 

RETENTION OF PERSONAL DATA

  1. We may retain your personal data for as long as it is necessary to fulfil the purpose for which it was collected, or as required or permitted by applicable laws.
  2. We will cease to retain your personal data, or remove the means by which the data can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose for which the personal data was collected, and is no longer necessary for legal or business purposes.

 

DATA PROTECTION OFFICER

  1. You may contact our Data Protection Officer if you have any enquiries or feedback on our personal data protection policies and procedures, or if you wish to make any request, in the following manner:

 

Name: Maeda Toshiyuki

Email: info@tee-coin.com 

 

EFFECT OF NOTICE AND CHANGES TO NOTICE

  1. This Notice applies in conjunction with any other notices, contractual clauses and consent clauses that apply in relation to the collection, use and disclosure of your personal data by us.
  2. We may revise this Notice from time to time without any prior notice. You may determine if any such revision has taken place by referring to the date on which this Notice was last updated. Your continued use of our services constitutes your acknowledgement and acceptance of such changes.

 

Effective date : [●]

Last Update : [14/3/2018]

 

ANNEXURE  C

RISK DISCLOSURE

 

You acknowledge that participating in the IEO, purchasing, holding or using Token, and using the Smart Contract or TEE-coin platform provided by us (“Platform”) (if and when developed) involve risks, some of which are set out below.

These risks, and additional risks arising either now or in the future, could result in the failure of the IEO, the destruction of Token or the utility of Token, and/or the termination of the development of the Platform. The entire Proceeds may be lost. You may lose your entire Payment or Token.

You must consider carefully whether the risks set out below, as well as all other applicable risks, are acceptable to you prior to purchasing any Token. You must seek professional advice (legal, taxation, financial, technical or otherwise) regarding your particular situation before participating in the IEO, purchasing, holding or using Token, or using the Smart Contract or the Platform.

 

  1. Development of Platform

Development of the Platform may fail, terminate or be delayed at any time for any reason. There may be difficulties arising during the development or operation of the Platform, including financial, resourcing and technical difficulties. These difficulties are not all foreseeable, are unpredictable, and may be unresolvable.

At the date of the IEO, it is envisaged that the Platform will have certain functionality and utility. However, the Platform may undergo significant changes. Various features of the Platform, including its terms and conditions, fees, structure, purpose, consensus protocol, algorithm, source codes, infrastructure design and other technical specifications and parameters, may be changed without notice. Particular features of the Platform may never be realised. 

Such failure, termination or delay in the development or operation of the Platform is likely to reduce and may completely nullify the utility of the Token.

  1. Incomplete information regarding the Platform

You will not have full access to all the information relating to the Company or the Platform. The Company is not obliged to update you on the progress of the development of the Platform.

  1. No governance rights attaching to Token

Token confers no governance rights of any kind with respect to the Platform or the Company. Accordingly, subject to other written arrangements to the contrary, all decisions involving the Platform will be made by the Company, including decisions to terminate, delay, or make changes to, the development or operation of the Platform. These decisions could adversely affect the Platform and the utility of the Token.

  1. No assets underlying Token

Token confer no ownership interest in any assets or property. Nothing underpins the value of Token other than the prospect of Platform access.

  1. Reliance on third-party contractors

Development of Token, the Smart Contract and the Platform, and the operation of the IEO, will require third-party contractors with expertise in Ethereum and blockchain technology. The availability of such contractors is limited. There may not be sufficient (or any) such contractors available on terms deemed acceptable by the Company. The costs of engaging any such contractors may be significantly greater than currently estimated. Further, the quality, reliability and timely delivery of services by such contractors may vary significantly. These risks may affect whether the IEO will be launched or completed, whether the Token will remain valid, whether the Platform will be developed, launched or operating, and the utility of the Token. 

  1. Utility of Token depends on the Platform

The utility of the Token depends on the success of the Platform, if developed. The Platform may not be popular or widely used after it is developed and launched. The Platform may not attract a sufficient number of users. The Platform may become obsolete due to various factors, including technological developments, market changes, and competition. Legislative or regulatory changes, or the actions or governmental authorities or regulators, may cause the Platform to be terminated or restricted in all or some jurisdictions. 

  1. Speculation may drive demand for Token

Token are transferable in accordance with this Offer to Purchase. Accordingly, demand for Token may be partially or wholly driven by speculation. Speculation may continue to drive demand for Token even after the launch of the Platform.

  1. Further IEOs and development and sale of additional tokens

The Company may, from time to time, and without prior notice or consultation, sell additional Token outside of the IEO or sell other types of tokens. Further, the Company may develop or otherwise raise funding for the Platform through any other means it deems necessary. You will not necessarily receive notice of the sale of additional Token or of any other tokens or fundraising means. This may affect the utility of the Token or the Platform. 

  1. Volatility of Token

The circulation of Token is not the responsibility of the Company, and the Company does not presently intend to support or otherwise facilitate the secondary trading of Token. As a result, Token may not circulate freely or widely, and may not be listed on any secondary markets.

Even if Token do circulate on secondary markets, the value of Token may be highly volatile. Factors such as perceptions of the Company, the development of the Platform, fluctuations in comparable projects and IEOs, market changes, governmental or regulatory actions and changes, technological changes, as well as broader economic and political factors, may cause the value of Token to change significantly over a short period of time.

In addition, there may be insufficient liquidity to support an active market in Token, or the market in Token may become susceptible to market manipulation. Such volatility in the value of the Token will affect the utility of the Token and the Platform. 

  1. Volatility of cryptocurrencies and fiat currencies

Payments are made in cryptocurrencies. The Company may hold the Proceeds in cryptocurrencies or fiat currencies, or a combination of any of them. The value of these fiat currencies and cryptocurrencies may fluctuate significantly over a short period of time as a result of market changes, governmental or regulatory actions and changes, technological changes, availability of cryptocurrency exchanges, and broader economic and political factors. This volatility is likely to impact the funding that is available for developing the Platform and may affect the utility of Token.

  1. Concentration of Token ownership

At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of Token. Acting individually or in concert, these holders may have significant influence over the Platform. They may make decisions that are not in your best interest as a holder of Token.

  1. Legal status of Token, IEO and Platform is pending

The laws and regulations of various jurisdictions may apply to Token, the IEO and the Platform. The application of these laws and regulations to the Token, the IEO and the Platform is mostly unclear, untested, and subject to change without notice. Any current governmental or regulatory treatment of cryptographic tokens or cryptocurrencies can change rapidly, and Token may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators. New laws and regulations may be made which apply to the Token, the IEO and the Platform.

The Company or its Associates may cease operations in a jurisdiction in the event that governmental or regulatory actions, or changes to laws or regulations, make it illegal to operate in such jurisdiction or commercially inexpedient to obtain the necessary regulatory approval(s) to operate in such jurisdiction. You may also be subject to governmental or regulatory action, or applicable laws or regulations, by participating in the IEO, holding Token and/or using the Platform.

  1. Tax treatment and accounting

The Company and transactions regarding the Token and/or the Platform may be subject to tax laws and regulations in various jurisdictions. The tax treatment and accounting of transactions in relation to the Token and/or the Platform is mostly uncertain and untested, and is subject to prospective and retroactive changes without notice. Tax treatment of cryptographic tokens and cryptocurrencies may vary amongst jurisdictions.

Your participation in the IEO, purchasing, holding or use of Token, or use of the Platform as a result of or in connection with any purchase, grant, delivery, exercise, vesting, distribution, activation, holding, use, appreciation, conversion, sale, exchange, redemption, assignment, transfer, disposal, may attract Taxes either now or in the future.

The Company may be obliged by law to furnish certain information about you, the IEO and/or the Platform to tax authorities. You should seek independent professional advice on the tax implications in relation to the IEO, the Token, and use of the Platform and/or any other transactions for your particular situation.

  1. Reliance on the internet

The Token, the IEO and the Platform rely heavily on the internet. However, parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, or the loss of confidentiality in the transmission of data may occur when transmitting data via the internet.

 

  1. Reliance on blockchain protocol

The Token, the IEO and the Platform rely on Ethereum. Ethereum is open source software that is built upon experimental technology, namely blockchain. Risks arising from this reliance include but are not limited to:

  1. technical flaws in Ethereum;
  2. targeting or disruption of Ethereum by malicious persons;
  3. changes in Ethereum’s consensus protocol or algorithms;
  4. decreased community or miner/forger support for Ethereum;
  5. volatility in the value of ETH;
  6. the existence or development of competing protocols, networks and platforms;
  7. the existence or development of Forked versions of Ethereum;
  8. flaws in the Solidity scripting language;
  9. disputes between Ethereum developers, miners and/or users; and
  10. regulatory action against Ethereum developers, miners and/or users.
  1. Cryptographic advancements

Developments in cryptographic technologies and techniques, including artificial intelligence and quantum computing, pose security risks to all cryptography-based systems including the Token, the Smart Contract, and the Platform. These developments may result in compromises of the Token, the Smart Contract, the underlying blockchain protocol, the Platform or your data.

  1. Source code changes and flaws

The various source codes used in relation to the Token, the Smart Contract, and the Platform (if and when developed) are subject to changes and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs. Some elements of the Smart Contract, the Platform, and the underlying blockchain protocol, are open-sourced and may be Forked at any time beyond the Company’s control. These may affect the operation of the Platform, the Smart Contract, and the utility of the Token. 

  1. Loss of private key 

You are solely responsible for your private key for your Digital Wallet. Losing control of your private key or your Digital Wallet will permanently and irreversibly deny you access to your Token. Neither the Company nor any other person will be able to retrieve or protect your Token. Once lost, you will not be able to transfer your Token to any other address or wallet. You will not be able to realise any value or utility that the Token may hold now or in future.

  1. Security and targeting by malicious persons

Malicious persons or entities may attempt to steal Token or the Proceeds, or otherwise interfere with the Token, the IEO, the Smart Contract, the Platform or the Company. This includes, but is not limited to, interference by way of: denial of service attacks; Sybil Attacks; phishing; smurfing attacks; social engineering; hacking; malware attacks; Double Spending; majority-mining, consensus-based or other mining attacks; misinformation campaigns; and spoofing attacks. 

The Token, the IEO, the Smart Contract, and the Platform may also be vulnerable to exploitation of vulnerabilities in code and human error. This could result in significant loss and/or other consequences which may materially affect the utility of the Token or the Platform.

Malicious persons or entities may target you in an attempt to steal your Token or cryptocurrencies, or to claim any Token that you may have purchased. This may involve unauthorised access to your Digital Wallet, your private keys, your cryptocurrency addresses, your email or social media accounts, or unauthorised access to your computer, smartphone and any other devices that you may use. You alone are responsible for protecting yourself against such actions.

  1. Financial and operating risks of Company

The Company and its Associates may face significant financial and operating risks, including unexpected problems in product development, marketing, financing, employees, and general management. It is possible that the Company or its Associates may no longer be financially, commercially, or operationally viable and the Company or any of its Associates may be liquidated.

  1. Jurisdiction-related risks

Residents, Tax residents or persons having a relevant connection with certain jurisdictions are excluded from the IEO. Changes in your citizenship, place of residence, domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the delivery, holding, use or exchange of Token is, and remains lawful despite changes to applicable laws, your residence and circumstances.

 

ACKNOWLEDGEMENT AND CONSENT

 

I acknowledge that I have read, understood and agreed to the above Data Protection Notice, and consent to the collection, use and disclosure of my personal data by Tee-Token Ltd. for the purposes set out in the Notice.

By submitting the application, you agree to receive the following marketing materials: 

  1. I wish to receive any marketing information.
  2. I would like to receive information about the goods and services which may be provided by Tee-Token Ltd., including (but not limited to) offers, promotions and information about new goods and services, via the following channels:
  1. Newsletter
  2. Email
  3. text message 
  4. telephone call