TERMS AND CONDITIONS
TERMS AND CONDITIONS (THESE “WHITELISTING TERMS”) FOR REGISTRATION
OF INTEREST TO PARTICIPATE IN THE RATE NETWORK TOKEN SALE
IN THESE WHITELISTING TERMS, WORDS AND EXPRESSIONS NOT OTHERWISE DEFINED SHALL, WHERE NOT INCONSISTENT WITH THE CONTEXT, HAVE THE MEANINGS RESPECTIVELY ASCRIBED THERETO IN THE ANNEX TO THESE WHITELISTING TERMS.

The Token Issuer is proposing to create and distribute the Tokens for sale during the Sale Period. The Tokens are to function as the native cryptographic currency for use in the Rate3 Ecosystem.

In preparation for the Token Sale, the Token Issuer is embarking on the Whitelisting of Whitelist Registrants. The Whitelisting will be in accordance with and subject to these Whitelisting Terms. You have received these Whitelisting Terms in your capacity as a Whitelist Registrant. Each of you and the Token Issuer shall hereinafter be referred to as a “Party”, and collectively, you and the Token Issuer shall hereinafter be referred to as the “Parties”.

For the avoidance of doubt, these Whitelisting Terms govern only the Whitelisting, and DO NOT govern a Whitelist Registrant’s participation in the Token Sale, which participation shall be the subject of separate Token Sale Terms to be entered into between the Token Issuer and such Whitelist Registrant at a future date.

Only Whitelist Registrants who are registered on the Whitelist and who fulfil the Token Sale Terms will be eligible to participate in the Token Sale.

Please read the Whitelisting Terms set out herein carefully before Registering as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitations of liability. These Whitelisting Terms constitute the entire agreement between the Parties with respect to your Registration, and supersede and terminate all previous undertakings, representations and agreements between the Parties with respect to your Registration.

If you intend to Register, by accessing the Website, you agree and acknowledge, and will be deemed as having accepted unconditionally and without reservation all of these Whitelisting Terms. If you do not agree with or accept these Whitelisting Terms, you shall not continue to use the Website or proceed with your Registration.

The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. This document and these Whitelisting Terms do not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of these Whitelisting Terms. No such action has been or will be taken by the Token Issuer under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Whitelisting Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with.

By accepting these Whitelisting Terms and proceeding with your Registration, you agree to be legally bound by these Whitelisting Terms and you expressly acknowledge and represent that you have carefully reviewed these Whitelisting Terms and fully understand the risks, costs, and benefits of your Registration.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE WHITELISTING TERMS, PLEASE DO NOT PROCEED WITH THE REGISTRATION.

These Whitelisting Terms are subject to amendments, modifications or supplements from the date hereof until the conclusion of the Whitelisting without notice, from time to time in the Token Issuer’s sole and absolute discretion. The Token Issuer will announce any amendments, modifications or supplements to these Whitelisting Terms on the Website, and you agree that the Token Issuer has the absolute right in its sole discretion to effect such amendments, modifications or supplements to these Whitelisting Terms. By accessing the Website after such amendments, modifications or supplements have been announced, you are deemed to have agreed to these Whitelisting Terms as amended, modified or supplemented.

The headings in these Whitelisting Terms are included for convenience only and shall not be taken into account in construing these Whitelisting Terms. References to “Paragraphs” are to be construed as references to the paragraphs of these Whitelisting Terms.
The Parties HEREBY AGREE as follows:


1. INTRODUCTION

No information contained in or on, and no part of the following:

(a) the finalised, published and adopted version or draft of the Whitepaper, or any other documents uploaded on the Website, the Token Issuer’s Telegram channel which is accessible on https://t.me/OfficialRate3, the Token Issuer’s blog which is accessible on https:/medium.com/@officialrate3/ and/or the Token Issuer’s Twitter account (@OfficialRate3) (collectively, the “Channels”);

(b) the Channels;

(c) any website or other social media channels directly or indirectly linked to the Whitepaper or the Channels; or

(d) any other information or document,

shall constitute part of these Whitelisting Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Token Issuer in respect of any information contained in or on, or any part of, the items as stated in this Paragraphs 1 (a) to (d) above.


2. REGISTRATION AND WHITELISTING

2.1 Your Registration is governed by these Whitelisting Terms. If you do not accept these Whitelisting Terms, you shall not Register and shall not be eligible to participate in the Token Sale.

2.2 You shall not Register if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your Registration is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule in your country of residence or domicile.

2.3 You shall not Register and you are not eligible to participate in the Token Sale if:

(a) you are located in the People’s Republic of China or if you are a citizen or resident (tax or otherwise) of, or domiciled in, the People’s Republic of China;

(b) you are located in the United States of America or if you are a citizen, resident (tax or otherwise) or green card holder of, or domiciled in, the United States of America; or

(c) such Registration and/or Token Sale is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to you, at the time of your Registration,
collectively, the “Disqualified Persons”.

2.4 As part of its Whitelisting and verification procedures, the Token Issuer may require you to furnish such documents and information (and which includes photographs and/or videos evidencing the existence of such documents and information) so as to prove your identity, status and/or eligibility to Register. The Token Issuer reserves the right, in its sole and absolute discretion, to reject your Registration if you are unable to furnish such documents or information to the Token Issuer’s sole and absolute satisfaction.

2.5 Upon your successful Registration to the Token Issuer’s satisfaction in its sole and absolute discretion, you shall be notified by the Token Issuer of admission to the Whitelist by email and subject to you fulfilling the Token Sale Terms, shall be eligible to participate in the Token Sale.


3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

3.1 By accepting these Whitelisting Terms and Registering, you represent and warrant to the Token Issuer as follows:

(a) you agree and acknowledge that the Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction;

(b) you acknowledge and understand that no Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Rate3 Ecosystem, the Tokens or the proceeds of the Token Sale, or to receive sums paid out of such profits, income, or other payments or returns;

(c) you agree and acknowledge that no regulatory authority has examined or approved of these Whitelisting Terms, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or provision of these Whitelisting Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

(d) the provision of these Whitelisting Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Token Issuer;

(e) you have read and understood all of these Whitelisting Terms including the Annex hereto;

(f) you are not a Disqualified Person;

(g) you have full power and capacity to accept these Whitelisting Terms and perform all your obligations hereunder and in the case where you are accepting these Whitelisting Terms on behalf of a corporation:

(i) such corporation is duly incorporated and validly existing under the applicable laws; and

(ii) you are duly authorised to accept these Whitelisting Terms and procure the performance of obligations hereunder;

(h) if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Whitelisting Terms and perform all your obligations hereunder;

(i) you agree and acknowledge that the Tokens are not to be construed, interpreted, classified or treated as:

(i) any kind of currency other than cryptocurrency;

(ii) debentures, stocks or shares issued by any person or entity;

(iii) rights, options or derivatives in respect of such debentures, stocks or shares;

(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;

(v) units in a collective investment scheme;

(vi) units in a business trust;

(vii) derivatives of units in a business trust; or

(viii) any other security, class of securities or form of investment (whether regulated or otherwise);

(j) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(k) you agree and acknowledge that your Registration or admission to the Whitelist does not guarantee your eligibility to participate in the Token Sale which is subject to and governed by the Token Sale Terms;

(l) these Whitelisting Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your Registration is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

(m) you are not a citizen or resident of any jurisdiction the laws, regulations or rules of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect your Registration;

(n) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (“Approvals”) is required on your part in connection with your Registration or, where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(o) none of you or (and in the case where you are accepting these Whitelisting Terms on behalf of a corporation) any of your Subsidiaries (if any), any of your directors or officers, nor any of your employees, agents or any other person acting on behalf of your or any of your Subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:

(i) is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;

(ii) is currently the subject of any sanction administered by the OFAC or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the "Sanctions");

(iii) is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or (iv) has engaged in and/or is engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

(p) (in the case where you are accepting these Whitelisting Terms on behalf of a corporation) the operations of you and any of your Subsidiaries, are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in Singapore and of all jurisdictions in which you and your Subsidiaries conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving you or your Subsidiaries with respect to Money Laundering Laws is pending and, no such actions, suits or proceedings are threatened or contemplated against you or your Subsidiaries;

(q) none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your Registration, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

(r) if you are affiliated with a Foreign Bank, or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Token Issuer that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;

(s) you are Registering as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person;

(t) you are not Registering with a view to obtaining or using Tokens for any illegal purpose;

(u) you bear the sole responsibility to determine what tax implications (if any) your Registration may have for you, and agree not to hold the Token Issuer or any other person involved in the Whitelisting liable for any tax liability associated with or arising therefrom;

(v) you agree and acknowledge that the Token Issuer is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Whitelisting Terms or any part thereof by you;

(w) all the documents and information furnished by you to the Token Issuer pursuant to these Whitelisting Terms are true, accurate and complete in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete;

(x) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Token Issuer, the Indemnified Persons and/or any person involved in the Whitelisting; and

(y) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your access to and/or acceptance of these Whitelisting Terms and notwithstanding the conclusion of the Whitelisting.

3.2 The Token Issuer does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

(a) the information set out on the Whitepaper, the Channels or any other place;

(b) the Token Issuer;

(c) the Whitelisting; and

(d) your Registration.

3.3 You undertake to notify the Token Issuer of any change in the documents and information provided by you to the Token Issuer pursuant to these Whitelisting Terms and in the absence of any notification in writing notifying of any change, the Token Issuer is entitled to assume that the documents and information provided by you remain true, correct, not misleading and unchanged.

4. DISCLAIMERS

4.1 To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Whitelisting Terms, the Token Issuer hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) abortion of your Registration, the Whitelisting and/or the Token Sale pursuant to Paragraph 4.4;

(b) failure, malfunction or breakdown of, or disruption to, the operations of the Token Issuer or any technology (including but not limited to smart contract technology) on which any of the Token Issuer, the Whitelisting or your Registration relies on, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(c) any virus, error, bug, flaw, defect or otherwise adversely affecting the Whitelisting or your Registration;

(d) failure to disclose information relating to the progress of the Whitelisting or your Registration;

(e) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the Whitelisting or your Registration;

(f) any risks associated with your Registration, the Whitelisting, the Whitepaper, the Channels, the Token Issuer and the Rate3 Ecosystem; and

(g) all other risks, direct, indirect or ancillary, whether in relation to your Registration, the Whitelisting, the Whitepaper, the Channels, or the Token Issuer and/or the Rate3 Ecosystem which are not specifically or explicitly contained in or stated in these Whitelisting Terms.

4.2 The Token Issuer reserves the right, in its sole and absolute discretion, to adopt organisational, technical or other measures to ensure that the Whitelisting be unavailable to certain persons that it may determine are ineligible to Register and hence ineligible to participate in the Token Sale, and none of the Token Issuer and the Indemnified Persons shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such prohibition.

4.3 Notwithstanding your acceptance of these Whitelisting Terms or anything to the contrary herein, the Token Issuer reserves the right, for any reason whatsoever (without having to account for such reason(s)) and in its sole and absolute discretion, to reject your Registration and none of the Token Issuer and the Indemnified Persons shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such rejection.

4.4 The Token Issuer reserves the right, in its sole and absolute discretion, to abort your Registration, the Whitelisting and/or Token Sale at any time after your acceptance of these Whitelisting Terms. In the event of such abortion of your Registration, the Whitelisting and/or Token Sale, you acknowledge and agree that the Token Issuer shall not have any obligation in any form or manner whatsoever to you, and none of the Token Issuer and the Indemnified Persons shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such abortion.


5. LIMITATION OF LIABILITY AND INDEMNIFICATION

5.1 To the maximum extent permitted by the applicable laws, regulations and rules:

(a) the Token Issuer and the Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with your Registration or the Whitelisting; and

(b) you hereby agree to waive all rights to assert any claims against the Token Issuer and/or the Indemnified Persons under such applicable laws, regulations and rules.

5.2 To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Issuer and/or the Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Token Issuer or the Indemnified Persons arising out of a breach by you of any warranty, representation, or obligation hereunder.


6. NO ASSIGNMENT

The Token Issuer may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Whitelisting Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Token Issuer, which the Token Issuer may withhold at its sole and absolute discretion, shall be void. Subject to these Whitelisting Terms, only you and no other person shall have the right to any claim against the Token Issuer in connection with your Registration hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Token Issuer to the assignee or transferee.


7. INTELLECTUAL PROPERTY RIGHTS

7.1 These Whitelisting Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with your Registration, the Whitelisting, the Whitepaper, the Channels, the Token Issuer, the Token Sale, the Tokens and the Rate3 Ecosystem.

7.2 There are no implied licences under these Whitelisting Terms, and any rights not expressly granted to you hereunder are reserved by the Token Issuer.


8. INTELLECTUAL PROPERTY RIGHTS

8.1 The pages of the Channels may contain links to third-party websites and services which are owned and operated by third parties (“Third Party Online Products and Service(s)”). These links are provided for your information and convenience only, and are NOT an endorsement by the Token Issuer, its directors, officers, employees, agents, successors, and permitted assignees of the contents of such linked websites or third parties, over which none of the aforementioned entities have any control over. Your access to and use of any Third Party Online Products and Service is governed by the terms, conditions, disclaimers and notices found on each such website or in connection with such services. The Token Issuer has not verified, will not, and is under no obligation to verify the accuracy, suitability or completeness of the contents on such Third Party Online Products and Services, and the Token Issuer does not control, endorse, warrant, promote, recommend or in any way assume responsibility or liability for any services or products that may be offered by or accessed through such Third Party Online Products and Services or the operators of them, or the suitability or quality of any of such Third Party Online Products and Services. In addition, the Token Issuer does not warrant that such Third Party Online Products and Services or the software, data or files contained in, accessed via or linked or referred to in, such Third Party Online Products and Services are free of viruses (or other deleterious data or programs) or defects or that use of such Third Party Online Products and Services will not cause harm or that they conform or will conform with any user expectations. Furthermore, the Token Issuer is not responsible for maintaining any materials referenced from another website, and makes no warranties for that website or service in such context.

8.2 To the maximum extent permitted by all applicable laws, regulations and rules, the Token Issuer shall not be liable for any damage or loss of any kind, whether direct or indirectly, or in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data) or any other impact, directly or indirectly resulting from or relating to:

(a) the access to and/or use of any content, goods or services available on, from or through any Third Party Online Product and Service;

(b) the inability to access or the malfunction of any Third Party Online Product and Service;

(c) the loss, use or misuse of, or unauthorized access to, any data or personal or other financial information provided by you to any Third Party Online Product and Service;

(d) the failure by any Third Party Online Product and Service to complete any transaction for any reason;

(e) any failure or break of any Third Party Online Product and Service’s security protections, mechanisms, protocol and/or procedures; and/or

(f) the direct or indirect use of any Third Party Online Service or any other website or service by other persons.


9. SURVIVING TERMS

Notwithstanding the conclusion of the Whitelisting or abortion of your Registration and/or the Whitelisting pursuant to these Whitelisting Terms, Paragraphs 3 to 11 and 13 to 16, and the Annex hereto shall remain valid and in full force and effect.


10. NO WAIVER

10.1 Any failure of the Token Issuer to enforce these Whitelisting Terms or to assert any right(s), claim(s) or causes of action against you under these Whitelisting Terms shall not be construed as a waiver of the right of the Token Issuer to assert any right(s), claim(s) or causes of action against you.

10.2 No provision of these Whitelisting Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Whitelisting Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Whitelisting Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.


11. ENTIRE AGREEMENT

11.1 These Whitelisting Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to your Registration and the Whitelisting.

11.2 In the event that the Token Issuer discovers that you, in your Registration, have engaged in unfair, excessive or abusive usage or conduct, the Token Issuer reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Token Issuer from losses, damages, harm or degradation of any form and manner.


12. TAXES

12.1 You shall be responsible for determining any tax applicable and payable to any taxation authority in respect of your Registration (“Payable Tax”) and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

12.2 The Token Issuer shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.


13. NOTICES

13.1 Any notice or other communication to be given under these Whitelisting Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:

(a) left at the address of that Party or posted by prepaid airmail/first-class/registered post addressed to that Party at such address, in which case such notice shall be deemed to have been delivered and received at the time of delivery; or

(b) transmitted by email or facsimile, in which case such notice shall be deemed to be delivered and received at the time of transmission in legible form.

PROVIDED that where, in the case of delivery by hand, the delivery occurs after 6.00 p.m. on a business day or on a day which is not a business day, receipt shall be deemed to occur at 9.00 a.m. on the next business day.

13.2 For the purposes of these Whitelisting Terms, the contact details of the Token Issuer shall be the contact details (including, if applicable, the details of the person for whose attention a notice or communication is to be addressed) as the Token Issuer may announce on the Channels or notify to you in writing from time to time in accordance with the requirements of this Paragraph 13.

13.3 For the purposes of these Whitelisting Terms, your contact details shall be such contact details as you may notify to the Token Issuer in writing from time to time in accordance with the requirements of this Paragraph 13.


14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 These Whitelisting Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

14.2 Any Dispute shall be resolved in accordance with this Paragraph 14.

14.3 A Party shall give prompt written notice of any Dispute to the other Party (a "Dispute Notice").  Such Dispute Notice must include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.

14.4 Each Party agrees to use its best endeavours to settle any Dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice given under Paragraph ‎14.3.

14.5 Only in the event that a Dispute is not settled in accordance with Paragraph 14.4 may either Party, by notice in writing to the other Party, refer the Dispute to arbitration pursuant to Paragraph 14.6.

14.6 In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be in English.

14.7 Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 14.5, the Parties will continue to comply with their respective obligations under these Whitelisting Terms.


15. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

15.1 Subject to Paragraph 15.2, the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Whitelisting Terms.

15.2 Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Whitelisting Terms, a person who is not a Party shall not have any rights whatsoever under these Whitelisting Terms or to enforce these Whitelisting Terms.


16. SEVERANCE AND PARTIAL INVALIDITY

16.1 If any of these Whitelisting Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Whitelisting Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

16.2 The illegality, invalidity or unenforceability of any provision of these Whitelisting Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.


ANNEX

DEFINITIONS

1. In these Whitelisting Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

“Approvals” has the meaning ascribed to it in Paragraph 3.1(n).

“Channels” has the meaning ascribed to it in Paragraph 1(a).

“close associate” in relation to a senior foreign political figure means a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

“Company” means Rate Network Pte. Ltd., a private company limited by shares incorporated in the Republic of Singapore with the company registration number [●].

“Dispute” means any dispute between the Parties arising out of or in relation to these Whitelisting Terms.

“Dispute Notice” has the meaning ascribed to it in Paragraph 14.3.

“Disqualified Persons” has the meaning ascribed to it in Paragraph 2.3.

“Foreign Bank” means a non-United States of America banking institution.

“immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings, spouse, children and in-laws.

“Indemnified Persons” means the Token Issuer’s subsidiaries, related companies, affiliates, directors, officers, employees, agents, service providers, successors, and permitted assignees.

“MAS” means the Monetary Authority of Singapore.

“Money Laundering Laws” has the meaning ascribed to it in Paragraph 3.1(p).

“Rate3 Ecosystem” means the network built on the decentralised global e-commerce network to be developed by the Token Issuer on blockchain technology.

“OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.

“Payable Tax” has the meaning ascribed to it in Paragraph 12.1.

“Registration” means your application for registration on the Whitelist, and “Register” and “Registering” shall be construed accordingly, as the context requires.

“Sale Period” means the period to be determined by the Token Issuer in its sole and absolute discretion and to be announced by the Token Issuer on such Channels as the Token Issuer may elect.

“Sanctions” has the meaning ascribed to it in Paragraph 3.1(o)(ii).

“senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

“Third Party Online Products and Service(s)” has the meaning ascribed to it in Paragraph 8.1.

“Token Issuer” means the Token Issuer or an affiliate thereof as may be stated in the Token Sale Terms and/or notified to you via the Channels.

“Token Sale Terms” means the terms and conditions governing the Token Sale to be published by the Token Issuer in due course.

“Token Sale” means the sale of Tokens in accordance with the Token Sale Terms.

“Tokens” means the Rate Tokens (RTE), a native cryptographic token created and issued by the Token Issuer, and “Token” shall be construed accordingly.

“Website” means the website of the Token Issuer which is accessible at https://www.rate3/network.

“Whitelist” means the list compiled by the Token Issuer of Whitelist Registrants.

“Whitelisting” means the compilation of the Whitelist by the Token Issuer.

“Whitelist Registrant” means any person who registers his interest to purchase Tokens in the Token Sale in accordance with the terms of these Whitelisting Terms.

“Whitelisting Terms” means the terms and conditions contained in these “Terms and Conditions for Registration of Interest to Participate in the Token Sale”, as amended, supplemented, updated or substituted from time to time and includes the Annex hereto.

“Whitepaper” means the whitepaper entitled “Rate3 – Payment without Borders” published by the Token Issuer on [●date] 2018, which is accessible on the Website.

2. In these Whitlisting Terms, a reference to:

(a) the Token Issuer includes a reference to its duly authorised agents and/or delegates;

(b) a person includes a reference to any individual, body corporate, unincorporated association or partnership;

(c) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

(d) the masculine gender includes the feminine and neuter genders and vice versa;

(e) the singular includes the plural and vice versa; and

(f) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.