Token Sale Agreement

Consumer notice: this Enkidu Token Sale Agreement is not an offer of securities or a collective investment scheme, nor does it require registration with or approval from the Monetary Authority of Singapore. You are advised to read this document carefully and in full.

1. Introduction of the Enkidu Collaboration Platform and the features of the ENK digital token

Please read these terms of token sale carefully. By purchasing Enkidu Tokens from [Avalon labs ] PTE. LTD, a private limited company organized under the laws of Singapore registration number [201802760D] (“Enkidu” or the “Company”) you will be bound by these Token Sale Agreement and all terms incorporated herein by reference. Note that Section 13 contains a binding arbitration clause and class action waiver, which affect your legal rights. If you do not agree to these terms of token sale, do not make any contribution to the Company and do not purchase Enkidu tokens (see below).

Enkidu is a blockchain-based professional network, which shall provide to the Users: (i) A global collaboration platform where individuals can find like-minded collaborators - designers, engineers, developers, creators, e-commerce experts, content writers, small ticket investors and even coffee brewers, (ii) A digital contract that binds collaborators on mutual acceptance, with revenue sharing figures decided beforehand, (iii) A “resolution” voting system that has a private record of resolutions passed by the collaborative entity - allowing people to vote on decisions like dilution, treasury threshold, etc, and much more.

The fee for the services above will be carried out in digital tokens - ‘Enkidu Tokens’ (hereinafter ‘ENK’ or ‘the Enkidu digital token’ or ‘the Enkidu token’).

The Enkidu digital token is created according to [ERC20 specifications of the Ethereum blockchain]. The ENK digital token is developed to organize the interaction of an ecosystem of the participants in the Enkidu Collaboration Platform, including but not limited to Professionals, Businessmen, Small Ticket Investors, and Advisors.

The Enkidu digital token is a cryptographically secured representation of a utility token which can be used within Enkidu Collaboration Platform. The User acknowledges, understands and agrees that ownership of the Enkidu Token does not grant the User the right to receive profits, income, or other payments or returns.

The User is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to:

(i) Risk of Losing Access to Tokens Due to Loss of Private Key(s),
(ii) Risks Associated with the Ethereum Platform Protocol,
(iii) Risk of Hacking and Security Weaknesses,
(iv) Risk of Uninsured Losses,
(v) Risks Associated with Uncertain Regulations and Enforcement Actions.

Based on the famous Howey test the Enkidu digital tokens should not be deemed as securities or a collective investment scheme:

(i) the Enkidu digital tokens do not grant to the User any voting or ownership rights;
(ii) the Enkidu digital tokens do not grant to the User any return on investment;
(iii) the Enkidu digital tokens do not grant to the User any profit and passive income from the ownership of the Enkidu digital tokens.

Therefore, the Enkidu digital tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such.

The User may purchase the Enkidu digital token through the [Token Generation Event] (hereinafter or ‘TGE’) during the period of the token pre-sale from [March 5th] to [march 19th] and then token sale from [April 4th] to [May 4th] (hereinafter ‘TGE Period’) in accordance with this Enkidu Token Sale Agreement.

By purchasing the Enkidu digital tokens the User expressly acknowledge and assume these risks. If you have any questions regarding this information or regarding this Enkidu Token Sale Agreement, please contact us at [support@enkidu.io].


2. Enkidu Offer

This Enkidu Token Sale Agreement constitutes an offer to conclude the agreement for purchase and use of the Enkidu digital tokens under the conditions stated below (the Enkidu Offer for purchase and use of the Enkidu digital tokens) and can be accepted by any person (with the exception of the user specified in Article 7 (vii) of this Enkidu Token Sale Agreement) not otherwise than by adherence to the entire this Enkidu Token Sale Agreement, including the conditions of its applications, which are deemed to be its integral part.

This this Enkidu Token Sale Agreement includes and hereby incorporates by reference the following applications: The Enkidu Whitepaper located at https://enkidu.io/enkidu_whitepaper.pdf collectively, with this this Enkidu Token Sale Agreement, “the Enkidu Token Sale Agreement”.

The Company may, in its sole discretion, amend the Enkidu Token Sale Agreement at any time by posting a revised version on the site at https://enkidu.io/enkidu_whitepaper.pdfAny revisions to the Enkidu Token Sale Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).


3. User’s Acceptance

To become a party of the Enkidu Token Sale Agreement, which means the acceptance of the Enkidu Offer for purchase and use of the Enkidu digital token under the conditions stated below, the User shall purchase any amount of the Enkidu digital tokens in accordance with the technical recommendations of the Enkidu, which shall be published at https://enkidu.io/ no later than the beginning of the Enkidu token sale.

By purchasing the Enkidu digital tokens in accordance with the technical recommendations of the Enkidu, the User acknowledges and agrees that fully and unconditionally accepts the Enkidu Offer for purchase and use of the Enkidu digital tokens under the conditions stated in the Enkidu Token Sale Agreement, without any reservation or exception.

The moment when the Enkidu Token Sale Agreement is concluded (the acceptance of the Enkidu Offer for purchase and use of the Enkidu digital token), shall be the moment of the first purchase of the Enkidu digital token by the User.

If you do not agree to all of the terms of the Enkidu Token Sale Agreement, You may not purchase any amount of the Enkidu digital tokens.


4. The User’s Digital signature

After registration on the website https://enkidu.io/ the User receives a Login and Password to access the Enkidu User Panel.By using the Login and Password the User confirms the formation of his or her User’s Electronic signature, and the information in electronic form, signed by the User using the Electronic signature (using his or her Login and Password), shall be accepted by the User and the Enkidu to be an electronic document equal to a paper document signed by a handwritten signature.All actions carried out with the use of Login and Password of the user (Electronic signature), considered to be executed by the User. The User will then complete the KYC process which is handled by Cynopsis PTEUser’s account registration constitutes an acknowledgement that User is able to electronically receive, download, and print the Enkidu Token Sale Agreement and any amendments.



5. The Enkidu Token Sale Agreement Grants

The Company shall grant to the User an opportunity to use the Enkidu digital tokens to

(i) find like-minded collaborators - designers, engineers, developers, creators, e-commerce experts, content writers, small ticket investors etc,(ii) sign digital contracts that bind collaborators on mutual acceptance, with revenue sharing figures decided beforehand, (iii) use “resolution” voting system that has a private record of resolutions passed by the collaborative entity - allowing people to vote on decisions like dilution, treasury threshold, etc, and much more.The digital-contract of the Enkidu Collaboration Platform requires the Enkidu digital tokens for its work. Only the owner of the Enkidu Token may purchase the services of the Enkidu Collaboration Platform.


6. The Enkidu Token Sale Agreement Grant Restrictions

User shall not, and shall not allow any third party to:add into the Enkidu Collaboration Platform, the Enkidu digital-contract and the Enkidu digital token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the Enkidu Collaboration Platform, the Enkidu digital-contract and the Enkidu digital token to cease operating, or to damage, interrupt, or interfere with any end user data;use the Enkidu digital tokens for of illegal or unlawful actions or other unauthorized purposes; orexceed the scope of any license granted to User hereunder.


7. Representations and Warranties

By purchasing the Enkidu digital tokens, the User represents and warrants that:the User have read and understand the Enkidu Token Sale Agreement in full; the User have read and understand the Enkidu Whitepaper in full; the User fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the Enkidu digital tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the Enkidu digital tokens; the User fully understands, realizes and agrees that the Enkidu digital tokens are created on a blockchain and are designed to be used to make various internal payments through the Enkidu Collaboration Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the Enkidu digital tokens; the User will not forge, or otherwise manipulate any personal or non-personal data requested by the Enkidu in the process of the User’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the Enkidu in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the Enkidu or in accordance with the applicable law. the User’s purchase of the Enkidu digital tokens complies with applicable laws and regulations in the User’s jurisdiction; the User is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or digital tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; the User is not a citizen or resident of, or located in United States, and do not have a primary residence or domicile in the United States; the User is not a citizen or resident of, or located in People’s Republic of China, and do not have a primary residence or domicile in People’s Republic of China.the User do not intend to hinder, delay or defraud the Enkidu or any other users of the Enkidu Collaboration Platform, or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Singapore or in any place of the world.


8. Purchasing of the Enkidu digital tokens

The User may purchase the Enkidu digital token in return for opportunities to obtain in future the services and goods listed above through the Enkidu Platform.In order to purchase the Enkidu digital tokens the User must comply with the requirements of Article 7 of the Enkidu Token Sale Agreement.The Company shall reserve the right to refuse selling the Enkidu digital token to anyone who does not meet criteria necessary for their buying, as set out here under or by the applicable law.The Enkidu digital tokens shall be issued in a limited number. All the Enkidu digital tokens shall be of equal functionality.The User may purchase the Enkidu digital tokens during the token sale period by exchanging Ethers (ETH) or Bitcoins (BTC) or other cryptocurrencies for the Enkidu digital tokens at the exchange rate to be announced one week prior to the public token sale, and other bonuses may be applied in accordance with the rules of the Enkidu Whitepaper.


9. Taxes

The User shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under the Enkidu Token Sale Agreement.


10. Trademark License and Use

The User acknowledges and agrees that the Enkidu’ Trademarks are owned solely by the Enkidu, and agrees to use the Enkidu’s Trademarks only in the form and manner prescribed by the Company. The Company acknowledges that all the User’s Trademarks are owned solely by the User, and agrees to use the User’s Trademarks only in the form and manner prescribed by the User.


11. Trademark Restrictions

The User shall not remove, modify, adapt, or prepare derivative works of any Enkidu’s Trademarks, Enkidu’s copyright notices, or other Enkidu’s proprietary rights notices.


12. Proprietary rights

The Enkidu Token Sale Agreement does not convey the title or ownership of the Enkidu Collaboration Platform, the Enkidu digital-contract from the Enkidu to the User but instead gives the User only the limited rights and abilities to use the Enkidu digital tokens as set forth above. The Company reserves all rights not expressly granted by the Enkidu Token Sale Agreement.The User acknowledges and agrees that Enkidu Collaboration Platform and its source code form, all enhancements, corrections and modifications to the Enkidu Collaboration Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Enkidu Collaboration Platform, are and shall remain the sole and exclusive property of the Company.


13. Liability

The Enkidu software and digital tokens are provided «as is».The User acknowledges and agrees that the Enkidu software and digital tokens may contain bugs or minor mistakes, which the Enkidu promises to correct if possible.The User acknowledges and agrees that the Enkidu does not warrant the User any financial or other type of outcome, which is the result of the use of the Enkidu Collaboration Platform and the Enkidu digital tokens.Nevertheless, the Parties shall be responsible for compliance with the terms of the Enkidu Token Sale Agreement, for fulfillment of the User’s commitments and guarantees in the manner and in the amount prescribed by the Enkidu Token Sale Agreement, in particular:In case of filing accusations, claims or lawsuits to the Enkidu related to non-compliance by the User of the Enkidu Token Sale Agreement and/or engagements entered by the User during the participation in the token sale, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the Enkidu documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User. In case of filing accusations, claims or lawsuits against the Company, related to non-compliance by the User with exclusive rights or other rights of third parties, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the Enkidu documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User. In case of the Users’ violation his obligations under Article 7 of the Enkidu Token Sale Agreement, the Company reserves the right to (i) terminate the User’s Account, (ii) demand full compensation from the User for losses caused by every violation; (iii) bring a case before a court if the compensation doesn't cover the Company’ loss; (iv) release the information relating to the User’s identity and location to any authorized officer in accordance with the applicable law. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.


14. The Enkidu Token Sale Agreement term & termination

The Enkidu Token Sale Agreement between the Company and the User shall commence upon acceptance by User of all the terms of the Enkidu Token Sale Agreement by clicking the purchase button or by purchasing any amount of the Enkidu digital tokens and using any part of the Enkidu digital-contract and the Enkidu Platform, and shall continue until terminated in accordance with the terms of the Enkidu Token Sale Agreement.The Company shall have the right at its sole discretion and without any prior written notice terminate the Enkidu Token Sale Agreement if:
(a) the User provided invalid data to complete the registration process;

(b) the User failed to comply with the requirements of Article 7 of the Enkidu Token Sale Agreement;

(c) the User failed to comply with the other terms and conditions of the Enkidu Token Sale Agreement.

Upon termination of the Enkidu Token Sale Agreement, for whatever reason, all licenses granted by the Company to the User under the Enkidu Token Sale Agreement, User’ Account, User’s Enkidu digital tokens shall be immediately terminate without any data restoration.Upon termination of the Enkidu Token Sale Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of the Enkidu Token Sale Agreement.


15. Miscellaneous

Notices: Any notice or other communication under the Enkidu Token Sale Agreement shall be in writing and shall be considered given and received when sent by email.Competent law and jurisdiction: the laws of the Republic of Singapore govern the Enkidu Token Sale Agreement and the relationship between the Parties. Any disputes and disagreements arising from the Enkidu Token Sale Agreement will be settled by negotiations between the Parties. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the legislation of the defendant’s principal place of business and location. Severability: If any provision of the Enkidu Token Sale Agreement is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of the Enkidu Token Sale Agreement shall remain in full force and effect.