Offering Agreement
The following Terms (“Terms”) govern the offering procedure (“Purchases” collectively, and “purchase” individually) to Orange Labs Limited (publicly known as “Orange”) by Buyers (“Buyers” collectively, and “Buyer” individually) and the subsequent allocation of transferable cryptographic blockchain-based digital information units called Orange tokens to Buyers. This document describes the offering in which the Orange token is sold.
IMPORTANT
Ownership of the Orange token during the offering carries no rights express or implied. Purchases in the offering are non-refundable and used for entertainment purposes only. Buyers should not expect mandatory influence over the governance of the protocol, platform, or network. By participating in the sale of the Orange token, you expressly acknowledge and represent that you have carefully reviewed the Terms and fully understand the costs and benefits of contributing to the offering and agree to be bound by these Terms. As set forth below, you further represent and warrant that, to the extent permitted by law, you are authorized to buy in the offering in your relevant jurisdiction, are of a legal age to be bound by these Terms, and will not hold the Orange token, its parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of the Orange token or our parent or affiliates, now or in the future and any other member of the Orange Labs Limited team (collectively the “Orange token Team & Parties”) liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the purchase and sale of the Orange token.
DO NOT BUY IN THE OFFERING IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS
Purchases in the offering should be undertaken only by individuals, entities, or companies that have significant experience with and understanding of the usage and intricacies of cryptographic tokens, like Bitcoin (“BTC”), Ethereum (“ETH”), and blockchain-based software systems. Buyers should have a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens. While the Orange Labs Limited team will be available to assist buyers of the Orange token during the sale, the Orange Labs Limited team will not be responsible in any way for loss of BTC, ETH, or the Orange token resulting from actions taken by or omitted by buyers. If you do not have such experience or expertise, you should not purchase or participate in the Orange token offering.
WARNING: BUYERS IN THE OFFERING MUST BE MADE AWARE OF CERTAIN FACTORS
Before contributing to the offering, you should carefully consider the terms listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. You should not participate in the sale if the following terms are unacceptable. By contributing to the offering, and to the extent permitted by law, you are agreeing not to hold any of the Orange Labs Limited team and Parties liable for any losses or any special, incidental, or consequential damages arising from or in any way connected, to the purchase and sale of the Orange token, including losses associated with the terms set forth below.
TERMS AND CONDITIONS
Total Number of Orange tokens to be Sold Orange Labs Limited has created a hundred million (100,000,000) Orange tokens, a certain percentage of which will be sold during the Sale Period according to the specifications here.
Commencement and Duration of Token Sale The sale begins, and end dates will be published on the official Orange Crypto website and social media. The sale will finish at the designated end date published or when all Orange tokens have been sold. Though it does not currently anticipate doing so, the Orange Labs Limited team also reserves the right to shorten the sale duration for any alternative reason.
The Orange Token Pricing and Issuance The exact conversions for the Orange tokens will be published on the official Orange Crypto documentation website here. No future tokens will be issued after the designated end date or following the sale of all tokens in the offering.
Orange Labs Limited Team Will Not Make Purchases During Offering The Orange Labs Limited team warrants that it will not make purchases during its own offering. Furthermore, the Orange Labs Limited team warrants that it will not acquire through any third party, acquire the Orange token in any manner, or acquire future control of the Orange token during the offering period.
Refunds ALL PURCHASES IN THE OFFERING ARE FINAL. PURCHASES IN THE OFFERING ARE NON-REFUNDABLE. BY CONTRIBUTING TO THE SALE, THE BUYER ACKNOWLEDGES THAT THE ORANGE LABS LIMITED TEAM & PARTIES ARE NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON AND THAT THE BUYER WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR ANY ORANGE TOKENS THAT ARE NOT USED OR REMAIN UNUSED.
Taxation of the Orange Token and Taxation Related to the Offering The Buyer bears the sole responsibility to determine if purchasing the Orange token with any cryptocurrency or the potential appreciation or depreciation in the value of the Orange token over time has tax implications for the Buyer in the Buyer's home jurisdiction. By purchasing the Orange token, and to the extent permitted by law, the Buyer agrees not to hold any Orange Labs Limited team and Parties liable for any tax liability associated with or arising from Purchasing in the offering.
Restricted Jurisdictions
The following countries are currently restricted from digital assets and should be restricted from the offering, custody, and transferring of the Orange token and other digital assets. Orange Labs Limited does not accept responsibility for the activities conducted by any individuals from these countries pertaining to the Orange token or any digital assets. Please proceed at your own risk:
China
Nepal
Afghanistan
Bangladesh
Morocco
Algeria
Egypt
Bolivia
Zimbabwe
North Korea
United States
Disclaimer of Warranties THE BUYER EXPRESSLY AGREES THAT THE BUYER IS CONTRIBUTING IN THE OFFERING AT THE BUYER'S SOLE RISK AND THAT THE ORANGE TOKEN IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE ORANGE LABS LIMITED TEAM & PARTIES WARRANT THAT THE PROCESS FOR CONTRIBUTING IN THE OFFERING WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitations Waiver of Liability THE BUYER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO THE USE OF, OR INABILITY TO USE, THE ORANGE TOKEN OR THE ORANGE LABS LIMITED TEAM AND PARTIES 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 NONE OF THE ORANGE LABS LIMITED PARTIES SHALL 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 INABILITY TO USE, OR INABILITY TO PURCHASE IN THE OFFERING. THE BUYER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE ORANGE LABS LIMITED TEAM & PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER BUYERS IN THE OFFERING, AND THAT THE RISK OF CONTRIBUTING IN THE OFFERING AND USING THE ORANGE TOKEN RESTS ENTIRELY WITH THE BUYER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE ORANGE LABS LIMITED TEAM AND PARTIES BE LIABLE TO ANY BUYER FOR MORE THAN THE AMOUNT THE BUYER HAS PAID TO OFFER THE PURCHASE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, LIMITATION, OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A BUYER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY BUYER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE ORANGE LABS LIMITED TEAM.
Force Majeure The Orange Labs Limited team is not liable for failure to perform solely caused by:
unavoidable casualty,
delays in the delivery of materials,
embargoes,
government orders,
acts of civil or military authorities,
acts by common carriers,
emergency conditions (including weather conditions),
or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
Complete Agreement These Terms set forth the entire understanding between each Buyer and The Orange Labs Limited team for the sale of the Orange token. For facts relating to the sale and Purchases, the Buyer agrees to rely only on this document in determining Purchase decisions and understands that these documents govern the sale of the Orange token and supersede any public statements about the offering made by third parties or by the Orange Labs Limited team or individuals associated with any of the Orange Labs Limited team and Parties, past and present and during the offering.
Severability The Buyer and the Orange Labs Limited team agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
No Waiver The failure of the Orange Labs Limited team to require or enforce strict performance by the Buyer of any provision of these Terms or the Orange Labs Limited team’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of the Orange Labs Limited team's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Orange Labs Limited team of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically outlined in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Orange Labs Limited team shall be deemed a modification of these Terms nor be legally binding.
Updates to the Terms and Conditions of the Orange Token Offering The Orange Labs Limited team reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Orange Labs Limited website (https://docs.orangecrypto.com/legal/offering-agreement). Buyers will be deemed to have accepted such changes by purchasing the Orange token. The Terms may not be otherwise amended except in a signed writing executed by the Buyer and the Orange Labs Limited team. For purposes of this agreement, "writing" does not include an e-mail message, and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase the Orange token.
Cooperation with Legal Authorities The Orange Labs Limited team will cooperate with all law enforcement inquiries, subpoenas, or requests, provided the law fully supports and documents them in the relevant jurisdictions. By one of the core principles of the Orange Labs Limited project — transparency — the Orange Labs Limited Labs will endeavor to publish any legal inquiries upon receipt.
FURTHER INFORMATION
For further information regarding the Orange Token offering, please contact legal@orangecrypto.com.
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