GDR (Guider)

 

This document and any other document, produced and signed by Vernoe Reshenie Ltd. does not constitute an offer or solicitation to sell shares or securities in Vernoe Reshenie Ltd. or any of its affiliates. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities.

 

You should only purchase GDR if you have significant experience with, and understanding of, the usage and intricacies of cryptographic digital assets and blockchain based software systems. purchasers should have functional understanding of storage and transmission mechanisms associated with other cryptographic digital assets. Neither Vernoe Reshenie Ltd. nor its affiliates will be responsible for lost cryptocurrency, such as BTC, ETH, or other, resulting from actions taken by, or omitted by you. If you do not have such experience or expertise, then you should not purchase GDR or participate in the sale of GDR.

 

TERMS AND CONDITIONS OF TOKEN SALE

 

PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE CAREFULLY. IF YOU DO NOT AGREE TO OR UNDERSTAND THESE TERMS AND CONDITIONS OF TOKEN SALE (OR ANY PART THEREOF), PLEASE DO NOT PURCHASE GDR. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS IN THESE TERMS AND CONDITIONS.

 

you acknowledge and agree that (i) sale of GDR under these Terms and Conditions shall take effect between you as a purchaser and Vernoe Reshenie Ltd. AS A SELLER, (ii) ProBit Exchange or ProBit Korea Exchange shall be, OR DEEMED TO BE, neitHER a party, agent or broker in the sale of GDR, nor involved in the sale of GDR as any capacity, except that ProBit Exchange provides a platform for the sale of GDR in a supportive service providing capacity only and (iii) ProBit Exchange or ProBit Korea Exchange will have no legal and financial liabilities towards you, including without limitation, with respect to the sale of GDR by any measure.

 

Your purchase of GDR from Vernoe Reshenie Ltd., a company incorporated in [country] (“Company”, “we”, “us” or “our”) is subject to these Terms and Conditions of Token Sale (“Terms”). Each of you and Company is a “Party,” and together the “Parties.” By purchasing GDR from us and/or using GDR in connection with the Service (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at support@guider.travel

 

THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Terms, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Company agree as follows:

 

WHEREAS

           

The Company intends to issue and sell GDR, blockchain tokens as more particularly described in the Whitepaper (the "Whitepaper") available at www.token.guider.travel (the "Website").

 

1.     You wish to purchase from Company a specific number of GDR as part of its initial exchange offering of GDR at ProBit Exchange (www.probit.com) or ProBit Korea Exchange (www.probit.kr).

 

2.     This Terms set out the terms and conditions upon which the Company will issue and sell GDR to you.

 

this Terms

 

1.            DEFINITIONS

 

1.1          Unless the context requires otherwise, the following terms shall have the ascribed meanings in this Terms:

 

Blockchain Tokens means digital cryptographic tokens, typically virtual currency (also known as cryptocurrency), that are implemented on a Blockchain.

 

If the Token Price is in US$

Exchange Price means a US$ price of Bitcoin (“BTC”), Ethereum (“ETH”), Ripple (“XRP”), Tether (“USDT”) or ProBit Token (“PROB”) as determined and updated as follows for the purpose and the sale of GDR:

(1.a)       BTC, ETH and XRP:  US$ price as published by CoinMarketCap on https://coinmarketcap.com at 8:00 am each day (Seoul time);

 

(1.b)       USDT:  US$ 1 per USDT; and

 

(1.c)       PROB:  the previous 10 minute volume weighted average price of PROB at ProBit Korea Exchange (www.probit.kr) calculated every one (1) minute and converted into US$ price based on the most recent basic rate of exchange of  US$ as adopted by ProBit Exchange.

 

If the Token Price is in KRW

Exchange Price means a KRW price of Bitcoin (“BTC”), Ethereum (“ETH”), Ripple (“XRP”), Tether (“USDT”) or ProBit Token (“PROB”) as determined and updated as follows for the purpose and the sale of GDR:

(1.d)       BTC, ETH and XRP: KRW price converted from US$ price as published by CoinMarketCap on https://coinmarketcap.com at 8:00 am each day (Seoul time) based on the basic rate of exchange of US$ as adopted by ProBit Exchange;

 

(1.e)       USDT:  KRW price converted from US$ 1 per USDT based on the basic rate of exchange of US$ as adopted by ProBit Exchange; and

 

(1.f)        PROB:  the previous 10 minute volume weighted average price of PROB at ProBit Korea Exchange (www.probit.kr) calculated every one (1) minute.

 

KRW means the lawful currency for the time being of the Republic of Korea.

 

ProBit Exchange means an exchange for Blockchain Tokens that has a website at www.probit.com.

 

ProBit Korea Exchange means an exchange for Blockchain Tokens that has a website at www.probit.kr.

 

Service Terms and Policies shall have the meaning ascribed to it in Section 3.6.

 

Service means a deposit for paying portal comission for booking guider and excursions for social influencers that has a website at www.guider.travel and will be operated by the Company as more particularly described in the Whitepaper.

 

USD and the symbol US$ mean the lawful currency for the time being of The United States of America.

 

1.2          In this Terms:

 

(2.a)      a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being, taking account of any amendment or re-enactment or extension and includes any former statute, statutory provision or subordinate legislation which it amends or re-enacts;

(2.b)      unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

(2.c)      unless the context otherwise requires, words in the singular include the plural and the plural include the singular;

(2.d)      clause and paragraph headings shall not affect the interpretation of this Terms;

(2.e)      references to clauses are to the clauses of this Terms and references to paragraphs are to paragraphs of this Terms; and

(2.f)       a reference to this Terms or to any other agreement or document referred to in this Terms is a reference to this Terms or such other agreement or document as varied or novated in accordance with its terms from time to time.

 

2.            TERMS OF TOKEN PURCHASE

 

2.1          Subject to this Terms, the Company shall issue to you and you shall purchase from the Company, a specific number of GDR at a purchase price of 0.015 in US$ per one (1) GDR.

 

2.2          You shall pay the purchase price for GDR by transfer to the Company of BTCs, ETHs, XRPs, USDTs or PROBs, which is equal to the result of dividing the aggregate US$ purchase price of GDR by the applicable Exchange Price.

 

2.3          You will receive bonus GDR which is equal to the sum of (i) 10% base bonus rate of total GDR that you shall purchase under this Terms and (ii) 12% extra bonus rate of GDR that you shall purchase by transfer to the Company of PROBs under this Terms,

 

2.4          GDR (including bonus GDR) purchased by you under this Terms shall be distributed to the account at ProBit Exchange or ProBit Korea Exchange that you have registered and used for the purchase of GDR under this Terms.  Time schedule of GDR distribution shall be disclosed during sale period of GDR at ProBit Exchange or ProBit Korea Exchange. 

 

2.5          GDR that you shall purchase and bonus GDR granted to you under this Terms shall be subject to lock-up for certain period, as disclosed during sale period of GDR at ProBit Exchange or ProBit Korea Exchange.

 

3.            GDR

 

3.1          Ownership of GDR carries no rights, express or implied, other than the right to use GDR as a utility token as disclosed in the website of Service.  In particular, you understand and accept that GDR does not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue, dividends, shares, intellectual property rights or any other form of participation or governance in or relating to the Service and/or the Company. GDR should not be acquired for speculative or investment purposes with the expectation of making a profit on resale.

 

3.2          You understand and accept that GDR:

 

(1.a)      is not a loan to the Company;

(1.b)      does not provide you with any ownership or other interest in the Company;

(1.c)      is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment;

(1.d)      is not intended to represent any 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;

(1.e)      is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person; and

(1.f)       is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products.

 

3.3          Protections offered by applicable law in relation to the purchase and offering of the aforementioned financial instruments and/or investments do not apply to the sale and purchase of GDR and neither this Terms nor the Whitepaper constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction.

 

3.4          Given that GDR is designed only for the particular uses with respect to GDR Protocol, it is not necessarily merchantable and does not necessarily have any other use or value. GDR is designed and sold as a useable virtual goods, without any specific outlook or expectation on its merchantability or market price.

 

3.5          You acknowledge and agree that the Company is under no obligation to issue replacement GDR in the event any GDR or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.

 

3.6          Any potential future use of GDR in connection with providing or receiving services on Service will be governed primarily by other applicable term and policies (collectively, the "Service Terms and Policies"), which will be made available on the Service and/or the Website. The Company may add new terms or policies to the Service Terms and Policies in our sole and absolute discretion, and may update each of the Service Terms and Policies from time to time according to modification procedures set forth therein. In the event of any conflict between this Terms and the Service Terms and Policies, the Service Terms and Policies shall take precedence. It shall be your responsibility to regularly check the Service and Website for any such notices.

 

4.            ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

 

You acknowledge and agree that there are risks associated with purchasing GDR, holding GDR, and using GDR for providing or receiving services on Service. By purchasing GDR, you expressly agree to fully and completely understand, acknowledge, accept and assume these risks.

 

5.            CANCELLATION; REFUNDS; REFUSAL OF PURCHASE REQUESTS

 

Your purchase of GDR from us is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation, or (ii) as otherwise determined by us in our sole discretion prior to the completion of the distribution of GDR. We reserve the right to refuse or cancel GDR purchase requests at any time in our sole discretion.

 

6.            COMPANY REPRESENTATIONS AND WARRANTIES

 

The Company hereby represents and warrants to you that:

 

(1.a)      The Company is a company duly organized, validly existing and in good standing under the laws of Russian Federation and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

(1.b)      The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to you, has been duly authorized by all necessary actions on the part of the Company.

(1.c)      This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(1.d)      To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

(1.e)      To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material

judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or  result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

(1.f)       To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument.

(1.g)      To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.

 

7.            PURCHASER REPRESENTATIONS AND WARRANTIES

 

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7.1          You hereby represent and warrant to the Company that:

 

(1.a)      You have read and understood all the terms of this Terms (including all Schedules) and the Whitepaper.

(1.b)      You acknowledge and consent that the Whitepaper may change during the time leading up to the date of distribution of GDR to you hereunder, and you accept the obligation to promptly read new versions of the Whitepaper, which will be made available via the Website.

(1.c)      You have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand this Terms and to appreciate the risks and implications of purchasing GDR.

(1.d)      If you are an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase GDR, accept this Terms and enter into a binding agreement with the Company. If you are a legal person, you are duly organised, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located.

(1.e)      You have obtained sufficient information about GDR to make an informed decision to purchase GDR. Additionally, you are aware of the Company’s business affairs and financial condition and has obtained sufficient information about the Company to reach an informed decision to purchase GDR.

(1.f)       You understand that GDR confers only the right to provide and receive services via Service and confers no other rights of any form with respect to Service or the Company, including, but not limited to, any distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.

(1.g)      You are purchasing GDR to participate in Service. You are not purchasing GDR for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.

(1.h)      Your purchase of GDR complies with applicable law and regulation in your jurisdiction, and the law and regulation of any jurisdiction to which you may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing GDR, using GDR in Service, and entering into contracts with the Company; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained.

(1.i)        Your purchase of GDR shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of Service, the transfer of any cryptocurrency to the Company, the creation, ownership or use of GDR, the potential appreciation or depreciation in the value of GDR over time, the sale and purchase of GDR and/or any other action or transaction related to the Company or Service have tax implications; by creating, holding or using GDR, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of GDR or any other action or transaction related to the Company or Service.

(1.j)        You are not a citizen, resident (tax or otherwise), or domiciliary and/or green card holder or other similar certificate of residency of a country (A) where participation in token sales is prohibited by applicable law, decree, regulation, treaty, or administrative act, or (B) where it is likely that the sale of GDR would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America, People's Republic of China (but not including the special administrative regions of Hong Kong and Macau, and the territory of Taiwan), North Korea, Bangladesh, Nepal,  Macedonia, Bolivia, Ecuador, Pakistan, Algeria, and Morocco) (each a Restricted Country), nor are you purchasing GDR from any Restricted Country, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Country, nor are you purchasing GDR on behalf of any person or entity from a Restricted Country.

(1.k)      You are not a citizen or resident of a geographic area in which access to or participation in Service is prohibited by applicable law, decree, regulation, treaty, or administrative act.

(1.l)        The execution, delivery and performance of this Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, or (v) any governmental or other consents that may need to be obtained.

(1.m)     The contributions made to purchase GDR are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use GDR to finance, engage in, or otherwise support any unlawful activities. To the extent required by applicable laws and regulations, you shall fully comply with all anti-money laundering and counter-terrorism financing requirements in all relevant jurisdictions.

(1.n)      All contributions made to purchase GDR will be made only in your name, from a digital wallet or bank account (as the case may be) not connected to nor located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force or any similar legislation.

(1.o)      Neither you (or any of your subsidiaries, any director or officer, or any employee, agent, or affiliate as the case may be) nor any person having a direct or indirect beneficial interest in you or GDR being acquired by you, or any person for whom you are acting as agent or nominee in connection with GDR, (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, "Sanctions"), or (ii) is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions, or (iii) is a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force, or (iv) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known by the relevant financial institution) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).

(1.p)      You are not purchasing GDR with a view to immediate sale or in connection with any distribution, in whole or in part. You will not, directly or indirectly, transfer GDR except in accordance with the applicable laws and the provisions hereof. You understand that you must bear the economic risk of purchase of GDR for an indefinite period of time. You understand that to the extent GDR is security under the laws of any jurisdiction in which GDR is to be traded or the subject of transfers, such trades or transfers of GDR may be restricted by such laws, and that no market exists or is expected to develop for GDR.

(1.q)          you acknowledge and agree that (i) sale of GDR under these Terms shall take effect between you and the Company, (ii) ProBit Exchange or ProBit Korea Exchange shall neither be a party, agent or broker in the sale of GDR nor be involved in the sale of GDR as any capacity, except that ProBit Exchange provides a platform for the sale of GDR in a supportive service providing capacity only and (iii) ProBit Exchange or ProBit Korea Exchange will have no legal and financial liabilities towards you, including without limitation with respect to the sale of GDR by any measure.

 

7.2          You hereby acknowledge that the Parties have entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading.

 

8.            DISCLAIMERS

 

To the fullest extent permitted by applicable law and except as otherwise specified in writing by the Company, (a) GDR is sold on an "as is" and "as available" basis, without any warranties or representations of any kind, and the Company expressly disclaims all implied warranties as to GDR, including, without limitation, implied warranties of merchantability, usage, suitability or fitness for a particular purpose, title, and non-infringement, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent; (b) the Company cannot and do not represent or warrant that GDR is reliable, current or error-free, meets your expectations or requirements, or that defects in GDR will be corrected; and (c) the Company cannot and do not represent or warrant that GDR or the delivery mechanism for GDR is free of viruses or other harmful components.

 

9.            CONFIDENTIALITY

 

The Parties shall keep confidential, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning the transactions contemplated by this Terms (including without limitation all commercial information such as sale price, number of tokens sold, discount (if any), as well as schedule for delivery of tokens)

 

10.          MISCELLANEOUS

 

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10        

10.1       This Terms sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between the Parties. Any provision of this instrument may be amended, waived or modified only upon the written agreement between the Parties.

 

10.2       Any notice required or permitted by this Terms will be deemed sufficient when sent by email to the email address of your registered account at ProBit Exchange or ProBit Korea Exchange or published at Website.

 

10.3       Neither this Terms nor the rights contained herein may be assigned, by operation of law or otherwise, by either Party without the prior written consent of the other.

 

10.4       In the event any one or more of the provisions of this Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Terms operate or would prospectively operate to invalidate this Terms, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Terms and the remaining provisions of this Terms will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

 

10.5       All rights and obligations hereunder will be governed by the laws of Republic of Korea, without regard to the conflicts of law provisions of such jurisdiction. Any dispute between the Parties arising out of or relating to these Terms or its subject matter shall be resolved in the courts of Republic of Korea.

 

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