This document has been updated to reflect the double-vesting which took place on the date of the first ERC20 token issuance or conversion. We are also taking the opportunity to formally specify requests which have been made during pre-sale telephone discussions, to avoid any ambiguity about our expectations of participants.
1. Conversion of SAITO VIP tokens:
For those who hold mainnet SAITO VIP tokens rather than ERC20 tokens and wish to convert portions for sale on public markets, requests for conversion must be made as previously announced by the Saito Team:
- holders wishing to convert tranches of VIP tokens to ERC20 must notify the Saito Team 5 business days prior to the conversion date. These conversion requests should be sent to email@example.com.
- holders who do not convert a tranche of VIP tokens on any given conversion date may request to convert that tranche on any future conversion date.
- conversion remains at the discretion of the Saito team under the same terms which apply to the purchase of mainnet SAITO VIP tokens.
2. SAITO ERC20 Distribution Schedule and Requirement:
All Buyers who wish to receive SAITO ERC20 tokens must be able to complete KYC requirements, and provide the necessary information needed for fulfillment of the request, including the provision of an ETH address to which the SAITO ERC20 tokens can be sent. Buyers must also be in good standing with any inquiries made to confirm compliance with their contract, these Terms and Conditions, or other requests from the project.
Distribution of SAITO ERC20 tokens remains as follows:
- The first tranche of SAITO ERC20 as specified in their purchase agreement may be transferred to the Buyer on the same date that the SAITO sold pursuant to the public sale are transferred to the public sale purchasers (the First Distribution Date).
- On the expiry of each consecutive period of 3 calendar months after the First Distribution Date in total 4 periods, a further amount, equal to one quarter of the total after subtraction of first trance, of the purchased SAITO may be distributed to the Buyer if the amount was not already previously distributed, until such time that 100% of the SAITO purchased pursuant to this Agreement has been distributed to the Buyer.
- If amounts in excess of the above percentages are transferred to any Buyer in advance, Buyers are expected to hold their excess of issued tokens off-market until such date as they would naturally be available for sale under the terms of clauses (a) and (b) above. The team may request proof-of-holding as evidence of compliance with sale terms and conditions.
- If any amounts in excess of the above percentages are transferred to Buyers in advance of the dates at which they would otherwise be potentially made available, the Saito Project may request that these amounts are transferred back to an address provided by the project at any time. The team may also request proof-of-holding as evidence of compliance with sale terms and conditions.
3. OTC Support and Token Sales
The project and its supporters have an interest in the market finding a price for SAITO which assists the network in planning economic policy and leads to growing public excitement and interest in the foundational economic advances made by the project. Given that Buyers may be in control of significant amounts of SAITO, we require that:
- Buyers selling on open markets make best efforts to avoid single sales that result in a greater than 1% change in the price of SAITO on that market.
- Buyers holding large amounts of ERC20 SAITO Over USDT 25,000 equivalent are required to notify the project and our OTC desk a minimum of two working days before liquidating on public markets. Notification of intent to sell implies acceptance of matching purchase offers made at prevailing market rates at time of notification.
- Buyers who are buying or selling significant amounts of SAITO through an OTC desk or Market Maker other than that provided by the project inform the project of which Market Market or OTC desk and authorize us to query them about the state of sales efforts if requested so as to provide reasonable transparency about the state of current and pending sales or purchases and assist providing visibility into overarching market conditions.
4. SAITO Promotion and Marketing Support
Buyers are expected to make efforts to promote SAITO as a condition of participation such that any downwards sales pressure is offset by heightened awareness of SAITO within their communities, areas of influence, and within the blockchain space generally. Outreach activities include but are not limited to providing exchange support, assisting with marketing and project execution, on-boarding enterprise customers, or assisting with arranging conference appearances or other public-facing activities.
Our expectations for the degree of outreach and token-promotion support are correlated with the amount of SAITO requested for conversion or to be vested and the relative stake of participants in the overall network. To ensure that these outreach efforts are visible to our team and so that we can amplify the effectiveness of third-party promotional efforts, we require:
- participants conducting outreach should notify us of significant activities by emailing firstname.lastname@example.org in advance of those activities taking place. We recommend also notifying our core team so we can amplify your marketing efforts.
- participants doing marketing activities on Twitter or other social networks should please tag the SaitoOfficial account in any Tweets or link to us so that we will be aware of the discussion and able to amplify it.
- should we reach out to your team, please get back to us with thoughts on planned promotional and support activities within a few days so that we can effectively schedule our marketing activities to have continual public presence.
5. Non-Performance and Non-Remediation
Should participants fail to perform their obligations under these Terms and Conditions in a way that harms the network or project, and should issues be pointed out to them by the Company or project and should they fail to remedy or rectify those problems, the Company may require the return in full or part of any tokens issued in the tranche immediately preceding that in which they have failed to perform their obligations.
6. Notices and Other Communications
6.1 You consent to being given any notices and other communications in connection with your commitment as a purchaser and any SAITO in the form of an electronic record or by electronic means pursuant the applicable electronic communication law. Unless expressly stated otherwise, any notices or other communications required or permitted to be given or made to you under the Pre-Sale Commitment Letter and these Terms and Conditions shall be in writing and shall be sufficiently served on you if such notice or other communication is sent by us to your email address specified in the Pre-Sale Commitment Letter.
6.2 In case of the notices sent by you to us, the designated email address is email@example.com.
7. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
In the interest of resolving disputes between the parties in the most expedient and cost effective manner, the parties agree that every dispute arising in connection with the Pre-Sale Commitment Letter and these Terms and Conditions will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of the Pre-Sale Commitment Letter and these Terms and Conditions, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Pre-Sale Commitment Letter and these Terms and Conditions.
7.2 Settlement Negotiations
If you have a potential legal dispute, claim or cause of action against us, you shall first contact us in accordance with clause 6, describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by us, you shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this clause 7.
7.3 Agreement to Arbitrate and Governing Law
The parties agree that, any dispute, claim, difference or controversy between the parties arising in connection with or relating in any way to the Pre-Sale Commitment Letter and these Terms and Conditions or to your relationship with us (and/or any affiliates of us) as a participant (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Pre-Sale Commitment Letter and these Terms and Conditions) will be determined by mandatory final and binding individual (not class) arbitration. You further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. The arbitration terms set forth in this clause will survive termination of the Pre-Sale Commitment Letter and these Terms and Conditions.
- Limited Survival Period for Dispute: Any dispute you may have in connection with the Pre-Sale Commitment Letter and these Terms and Conditions will survive for the shorter of, and may be brought against us solely prior to: (i) the expiration of the statute of limitations applicable thereto; and (ii) the date that is one (1) year after the date on which the facts and circumstances giving rise to such claim or cause of action first arose. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. The arbitrator may grant injunctions or other relief in such dispute.
- Arbitration Rules: The arbitration shall be subject to the Hong Kong International Arbitration Centre (“HKIAC”) Administered Arbitration Rules when the Notice of Arbitration is submitted. The arbitration will be administered by the HKIAC. Unless the parties agree otherwise, there shall be only one (1) arbitrator appointed in accordance with the HKIAC Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Judgment on any arbitral award may be given in any court having jurisdiction over the party (or over the assets of the party) against whom such an award is rendered.
- Time for Filing: Any arbitration against us must, notwithstanding any otherwise applicable statute(s) of limitation, be commenced by filing a request for arbitration within one (1) year, after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.
- Costs: The costs of the arbitration, including administrative and arbitrator’s fees, shall be shared equally by the parties. Each party shall bear the cost of its own legal fees and costs.
- Process: The party who intends to seek arbitration must submit a request to the HKIAC in accordance with the HKIAC Rules. If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with us is up-to-date and accurate.
- Seat of Arbitration: The seat of the arbitration shall be Hong Kong.
- Place of Arbitration: The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.
- Governing Law: The Pre-Sale Commitment Letter and these Terms and Conditions (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong.
- Confidentiality: The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality clause shall survive termination of the Pre-Sale Commitment Letter and these Terms and Conditions and of any arbitration brought pursuant to the Pre-Sale Commitment Letter and these Terms and Conditions.
7.4 Class Action Waiver
The parties agree that any claims relating to the Pre-Sale Commitment Letter and these Terms and Conditions or to your relationship with us as a participant (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Pre-Sale Commitment Letter and these Terms and Conditions) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. The parties further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including us.
8. Modification of Terms
We may, from time to time, modify, change, amend or supplement these Terms and Conditions which will be effective immediately after posting or notice to you of the revisions unless otherwise stated. Please check these Terms and Conditions periodically for changes. . You may reject that change within seven (7) days if such change becoming effective by writing to us in accordance with clause 6. It is your sole responsibility to review the Terms and Conditions and understand modifications to these Terms and Conditions as they may be updated from time to time.
NOTE: Terms and Conditions were originally published at: https://org.saito.tech/terms-and-conditions. These have been updated, and the content here reflects those changes.