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Ryder NFT presale agreement

PLEASE READ THIS NFT PRESALE AGREEMENT (THIS AGREEMENT) CAREFULLY.

RYDER TOKEN A.G., A COMPANY INCORPORATED IN THE REPUBLIC OF PANAMA (THE SELLER), IS ISSUING AND SELLING TO YOU (THE BUYER) CERTAIN RYDER NON-FUNGIBLE TOKENS (RYDER NFT), AS MORE PARTICULARLY DESCRIBED IN THE TOKEN DOCUMENTATION (THE TOKEN DOCUMENTATION) AVAILABLE AT HTTPS://RYDER.SALE/ (THE WEBSITE). THE SELLER AND THE BUYER SHALL COLLECTIVELY BE REFERRED TO AS THE PARTIES, AND EACH A PARTY.

BY CLICKING "I ACCEPT" BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, PROVIDING ANY REQUESTED INFORMATION, OR OTHERWISE PURCHASING RYDER NFT, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS IN THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO SELL RYDER NFT TO YOU AND YOU MAY NOT PURCHASE RYDER NFT. THE PURCHASE OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS, SOME OF WHICH THE SELLER HAS SET OUT IN THIS AGREEMENT. IF THE BUYER IS IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING THE DIGITAL TOKENS REFERRED TO IN THIS AGREEMENT, THE BUYER SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.

NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

1. DEFINITIONS

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

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

Control means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

Data Protection Officer shall have the meaning ascribed to it in Clause 7.4.

Disputes shall have the meaning ascribed to it in Clause 12.1.

ETH means the native cryptographically-secured utility token on the "Ethereum" blockchain network, the decentralised platform for decentralised smart contracts/applications, as more particularly described at https://www.ethereum.org/.

Group Entity means the Seller and its Affiliates.

Individual shall have the meaning ascribed to it in Clause 7.5.

Intellectual Property means all ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Person shall mean and include an individual, a partnership, a legal entity, a corporation (including a business trust), a joint stock company, a company, an unincorporated association, a joint venture or other entity or a governmental authority.

Purchase Price shall have the meaning ascribed to it in Clause 2.3.

Purpose shall have the meaning ascribed to it in Clause 7.3.

Service Terms and Policies shall have the meaning ascribed to it in Clause 4.3.

STX means the native cryptographically-secured utility token on the "Stacks" blockchain network, which is an infrastructure level layer-1 blockchain built on Bitcoin and brings smart contracts and decentralized apps to it.

USD means the lawful currency for the time being of The United States of America.

USDC means USD Coin, the cryptographically-secured stablecoin issued on the relevant blockchain network by the CENTRE consortium.

USDT means USD Tether, the cryptographically-secured stablecoin issued on the relevant blockchain network by Tether Limited.

1.2. In this Agreement:

(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 state, statutory provision or subordinate legislation which it amends or re-enacts;

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

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

(d) clause and paragraph headings shall not affect the interpretation of this Agreement;

(e) references to clauses are to the clauses of this Agreement;

(f) the Schedules form part of this Agreement, and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules;

(g) a reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated in accordance with its terms from time to time; and

(h) thousands are separated by commas (,), while decimals are denoted by a dot (.).

2. TERMS OF TOKEN PRESALE

2.1. This Agreement constitutes a binding legal agreement between the Buyer and the Seller; it contains the terms that govern the Buyer's purchase of Ryder NFT as well as any smart contracts (if any) related to the distribution of Ryder NFT.

2.2. The Buyer's purchase of Ryder NFT from the Seller is subject to these terms of sale.

2.3. The purchase price for Ryder NFT shall be the equivalent of 300 USD.

The aggregate purchase price to be paid by the Buyer for Ryder NFT shall be as indicated in the adjoining "ACCEPTANCE" OR "CONFIRMATION" page (the Purchase Price).

2.4. The Purchase Price for Ryder NFT shall be payable in STX/ETH/USDT/USDC to the Seller's designated wallet address as may be notified by the Seller to the Buyer in the adjoining "ACCEPTANCE" OR "CONFIRMATION" page. The Buyer acknowledges and accepts that the allocation of Ryder NFT available for each mode of payment may be adjusted by the Seller from time to time for any reason (including without limitation technical issues, sale progress, or market conditions).

2.5. Ryder NFT purchased shall be delivered promptly after the Purchase Price has been received by the Seller. Purchased Ryder NFT shall be delivered to the Buyer's address as notified to the Seller in the adjoining "ACCEPTANCE" OR "CONFIRMATION" page. Upon the delivery of Ryder NFT, the Seller shall be deemed to have fully performed all its obligations under this Agreement and shall have no further obligations under this Agreement. You accept and agree that failure to provide a valid digital wallet address will prevent the Seller from delivering Ryder NFT to you.

2.6. Title and risk of loss and damage to The Ryder Device will transfer to the Buyer upon the redemption of the same.

2.7. The Seller expressly reserves the right to exchange, fork, hard spoon, otherwise migrate all the Ryder NFT generated in connection with the token distribution (the Original Tokens) to another smart contract, whether on the same or a different blockchain network protocol, or otherwise replace the Original Tokens with another digital token (the Replacement Tokens) should the relevant governing body with control over the network at such point in time determine, at its sole discretion, that doing so is necessary or useful for the operation of Ryder NFT, legal compliance reasons or for the purposes of achieving technical and operational efficiencies. Should the Seller decide to exchange or migrate the Original Tokens and/or the existing chain state, the Seller may no longer provide support for the Original Tokens relating to Ryder, except with respect to the exchange, migration or replacement process. If Ryder NFT are exchanged or migrated to another blockchain network protocol, the practical utility of Original Tokens will likely diminish rapidly once Replacement Tokens are created. The Buyer acknowledges and agrees that for it to participate in Ryder NFT or obtain future utility from Ryder NFT following the creation of Replacement Tokens, certain actions and efforts may be required from it in order for it to receive Replacement Tokens. Where the Buyer has fully complied with all actions and efforts required by the Seller and/or Ryder to be eligible to receive Replacement Tokens, the Buyer shall be entitled to receive such number of Replacement Tokens equal to the number of Original Tokens purchased under this Agreement, on substantially the same terms and conditions as those contained herein.

3. INTENDED PURPOSE AND USE OF RYDER NFT IN THE ECOSYSTEM

3.1. Each Ryder NFT is a unique non-fungible token (NFT) implemented or created on the Stacks blockchain network complying with the SIP-009 standard, or the Ethereum blockchain network complying with the ERC-721 standard, or other similar “non-fungible” token standard recorded on the relevant blockchain network using smart contracts, and which is irrevocably associated with a unique Uniform Resource Identifier JSON file containing metadata such as the name, description or image file stored on IPFS or such other storage network.

3.2. The intended purpose of Ryder NFT is to function as a digital collectible and access token for supporters within the "Ryder" ecosystem (Ryder), currently under development by the relevant Affiliate of the Seller. Each Ryder NFT is assigned a Tier by means of an on-chain mechanism described in the Token Documentation. Depending on the tier of the Ryder NFT, it would allow the holder to redeem the following products/services:

NFT type

Functionality

Tier 7 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- A Bitcoin Domain Name

- Free digital collectible from Ryder's limited collaboration

- Full set of Ryder's luxury merch collection

- Ryder Digital Twin Tags

- One-of-a-kind Ryder memorabilia (with AR)

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special edition

- Access to Founder's chat

- A special trip with the core team

- Feature on Ryder's main website

- A surprise from the founders of Ryder

Tier 6 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- A Bitcoin Domain Name

- Free digital collectible from Ryder's limited collaboration

- Full set of Ryder's luxury merch collection

- Ryder Digital Twin Tags

- One-of-a-kind Ryder memorabilia (with AR)

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special edition

- Access to Founder's chat

Tier 5 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- A Bitcoin Domain Name

- Free digital collectible from Ryder's limited collaboration

- Full set of Ryder's luxury merch collection

- Ryder Digital Twin Tags

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special edition

- Access to Founder's chat

Tier 4 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- A Bitcoin Domain Name

- Free digital collectible from Ryder's limited collaboration

- Ryder x Skarv merch

- Ryder Digital Twin Tags

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special edition

Tier 3 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- A Bitcoin Domain Name

- Ryder Digital Twin Tags

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special edition

Tier 2 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- A Bitcoin Domain Name

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special editions

Tier 1 Ryder NFT

- 1 Evolving Digital Collectible (PFP)

- A Ryder Device

- Access to exclusive collaborations

- Access to Ryder's Early Backers private chat and exclusive peek at the inner workings of Ryder

- Priority guest list for future collectibles and special editions

The Ryder Device is a hardware wallet which allows on-chain identities (DIDs), DeFi transactions, DAO voting, and NFT interaction with a user’s physical world, by embedding decentralized identities with near-field communication technology (NFC). With The Ryder Device, users may perform functions such as sending a blockchain transaction by tapping, socially recover of accounts (in the event of loss of private keys), hold NFTs or tokens as access passes, access user interface for App Screens, and easily send NFTs by flicking.

Once The Ryder Device has been claimed, the relevant Ryder NFT is designed to "metamorphosise" and exhibit a great change in appearance to signify that the user has reclaimed their self-sovereign decentralised identities.

3.3. The Ryder Device is still under development and the design concepts, visuals, functionality, "look and feel", algorithms, underlying hardware and software, specifications, technical details and parameters for The Ryder Device may be constantly and frequently updated and changed. The Token Documentation and this Agreement is not absolutely complete and may still be adjusted and updated by the team from time to time, and accordingly the Ryder Device may have significantly different visuals and functionality from the current prototypes and digitally rendered images released to-date. The team has no ability and obligation to keep holders of Ryder NFT informed of every detail (including development progress and expected milestones) regarding the project to develop tThe Ryder Device, hence insufficient information disclosure is inevitable and reasonable.

3.4. The Seller shall use reasonable efforts to procure the development of Ryder and The Ryder Device; however the Buyer acknowledges and accepts that Ryder and The Ryder Device is a experimental project still under development, and the Seller is not able to guarantee any success for the same. There are a variety of reasons which may cause the project to fail, including without limitation (a) any adverse change of the regulatory environment, (b) newly identified legal risks which restricts or prohibits the development of Ryder or the operations of any Group Entity, or (c) technical difficulties which results in Ryder becoming operationally or commercially unfeasible. Notwithstanding any of the provisions herein, the Seller shall have the right to restrict or modify the type, scope and extent of products or services (including entire denial of any category) redeemable by a holder of Ryder NFT as described in Clause 3.1 above. The Seller does not make any representation or guarantee that the Buyer will receive any specific reward, product or service, or achieve any particular outcome as a result of owning any Ryder NFT.

3.5. Ownership of Ryder NFT carries no rights, express or implied, other than the rights described herein, if Ryder is successfully completed and deployed. In particular, the Buyer understands and accepts that Ryder NFT 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 Seller or any Group Entity. Ryder NFT should not be acquired for speculative or investment purposes with the expectation of making a profit on resale.

3.6. The Buyer understands and accepts that Ryder NFT:

(a) is not a loan to any Group Entity;

(b) does not provide the Buyer with any ownership or other interest in the Seller, any Group Entity, or any other company, enterprise or undertaking, or any kind of venture;

(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, unit in a collective investment scheme or any other kind of financial instrument or investment;

(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;

(e) is not a commodity or asset that any person is obliged to redeem or purchase;

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

(g) is not intended to be a security, commodity, financial derivative, commercial paper or negotiable instrument, or any other kind of financial instrument between the relevant holder and any other person, nor is there any expectation of profit; and

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

Protections offered by applicable laws in relation to the purchase and offering of the aforementioned financial instruments and/or investments do not apply to the sale and purchase of Ryder NFT and neither this Agreement nor the Token Documentation constitutes 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.

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

3.8. The Buyer acknowledges that certain operations in respect of Ryder NFT, in particular, without limitation, the transfer of delivered Ryder NFT to third parties, may constitute and/or otherwise fall within the scope of regulated activities under applicable laws in certain jurisdictions. The Buyer acknowledges that it may not use Ryder NFT to engage into any such activities and that the Seller makes no representation in respect of, or otherwise in connection with, the suitability of Ryder NFT and/or any output generated by using Ryder NFT, to engage into any regulated activity regarding Ryder NFT or such output’s compliance with laws and regulations applicable to such activities. The Seller neither recommends, nor otherwise advises that the Buyer engage in such activities. If the Buyer choose to engage in regulated activities, the Buyer does so at its own risk and sole responsibility. In particular, the Buyer is solely responsible for its compliance with any applicable laws and regulatory requirements, including any applicable provisions of financial markets laws. The Buyer herewith expressly agree to ensure compliance with any applicable legal requirements at its own cost and responsibility in using Ryder NFT and/or any output in connection with Ryder NFT.

3.9. Immediately after the token sale, Ryder NFT would have limited functionality. As development of Ryder progresses further, the various features of Ryder NFT would be implemented incrementally and become available over time.

3.10. For the avoidance of doubt, the community of Ryder NFT holders does not have legal control over any matters relating to the Seller (or any of its affiliates) or any of its assets, or any of its Group Entities (including without limitation the selection of governing board of the relevant company, over corporate matters, development direction, specific projects, or deployment of that company's assets, which shall be the final responsibility of the governing board of the relevant company).

3.11. Ryder NFT is not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.

4. SCOPE OF TERMS

4.1. The Buyer's purchase of Ryder NFT (whether through an intermediary or otherwise) from the Seller is final, and there are no refunds or cancellations except as may be required by applicable laws or regulations or as provided herein; and the Buyer waives any rights to be refunded any amounts which it has paid to the Seller in exchange for Ryder NFT or to cancel any purchase.

4.2. Unless otherwise stated herein, this Agreement (which for the avoidance of doubt includes the Schedules hereto) governs only the Buyer's purchase of Ryder NFT from the Seller and continued holding of Ryder NFT.

4.3. Any potential future use of Ryder NFT, The Ryder Device or any functionality connection therewith will be governed solely by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on Ryder and/or the Website, if Ryder is successfully completed and deployed. The Seller may add new terms or policies to the Service Terms and Policies at its 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 Agreement and the Service Terms and Policies, the Service Terms and Policies shall take precedence. It shall be the Buyer's responsibility to regularly check Ryder / Website for any such notices.

4.4. The Buyer agrees that, if deemed desirable by the Seller, the Seller shall at any time be entitled to re-position, re-brand, re-package or re-market the "Ryder" brand/image/goodwill, Ryder and/or Ryder NFT, including selection of a new token ticker.

4.5. To the extent a secondary market or exchange for trading Ryder NFT does develop, it would be run and operated wholly independently of the Seller, the Ryder NFT sale and Ryder. The Seller will not create such secondary markets nor will it act as an exchange for Ryder NFT.

5. USE OF PROCEEDS FROM RYDER NFT SALE

5.1. The Seller shall, through the relevant Affiliate, apply the Ryder NFT sale proceeds towards the objects which include inter alia, the development, research, design and advocacy for Ryder and The Ryder Device. This endeavour will incur expenses for various activities such as technology development and maintenance of platform / network, academic research, production of components and devices, various expansion, promotional and marketing activities, operational expenses (including without limitation administrative expenses, office rental, network/IT expenses, and travel expenses), maintenance, legal compliance, accounting and consultancy, including without limitation all purposes and expenses. By purchasing Ryder NFT, the Buyer acknowledges and accepts that it has read, understood and has no objection to these purposes.

5.2. The Buyer acknowledges that the currency (whether fiat or virtual) used in the purchase of Ryder NFT will be held by the Seller (or its Affiliate) after the token sale, and the Buyer will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token sale.

6. SECURITY

The Buyer is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used by the Buyer to receive and hold Ryder NFT that is purchased from the Seller, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If such private key(s) or other access credentials are lost, the Buyer may lose access to its Ryder NFT. The Seller is not responsible for any security measures relating to the Buyer's receipt, possession, storage, transfer or potential future use of Ryder NFT nor is the Seller under any obligation to recover any Ryder NFT and the Seller hereby excludes (to the fullest extent permitted under applicable laws) any and all liability for any security breaches or other acts or omissions which result in the Buyer's loss of (including any loss of access to) Ryder NFT.

7. PERSONAL INFORMATION AND DATA PROTECTION

7.1. The Seller may determine, in its sole and absolute discretion, that it is necessary to obtain certain information about the Buyer in order to comply with applicable laws or regulations in connection with selling Ryder NFT to the Buyer. The Buyer agrees to provide the Seller with such information promptly upon request, and the Buyer acknowledges and accepts that the Seller may refuse to sell Ryder NFT to the Buyer until it provides such requested information and the Seller has subjectively determined that it is permissible to sell Ryder NFT to the Buyer under applicable laws or regulations.

7.2. The Buyer hereby consents to the Seller transferring the Buyer's personal data to another Group Entity or third party service provider for processing and to recipients in countries which may not provide the same level of data protection as the Buyer's jurisdiction if necessary for the above purposes.

7.3. The Seller (and its Group Entities if appropriate) will collect, use, process and disclose the Buyer's information and personal data for providing services and discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purpose). The Seller may disclose the Buyer's information to the former's service providers, agents, relevant custodians or similar third parties for these Purposes. The Seller may keep the Buyer's information for such period as may be determined by the Seller (which shall be no shorter than any mandatory period prescribed by law) to contact the Buyer about Ryder.

7.4. If the Buyer withdraws its consent to any or all use of its personal data, depending on the nature of the request, this may limit the scope of the Seller's services which the Seller is able to provide to the Buyer. The Buyer may withdraw its consent to any or all use of its personal data by contacting the Seller at suport@ryder.sale (marking the email for the attention of Data Protection Officer). The Seller will endeavour to respond to the query / request within 30 calendar days, and if that is not possible, it will inform the Buyer of the time by which the Seller will respond.

7.5. The Buyer hereby warrants, represents and confirms to the Seller and each Group Entity, and shall procure that with respect to any personal data of any individual (including, where applicable, the Buyer's directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, an Individual) disclosed to the Seller in connection with this Agreement, the Service Terms and Policies and/or the sale of Ryder NFT or otherwise collected by the Seller in the course of the relationship between the Buyer and the Seller (or any Group Entity, as the case may be):

(a) each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted the Buyer on his/her behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of such Individual’s personal data by the Seller for all purposes required by the Seller in connection with this Agreement and/or the sale of Ryder NFT;

(b) that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by the Seller in accordance with the Purpose; and

(c) any consent given pursuant to this Agreement in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiry of this Agreement and the Service Terms and Policies.

If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, the Seller may not be in a position to continue its relationship with the Buyer and/or sell Ryder NFT, and the Seller shall be entitled to enforce its rights under this Agreement and the Service Terms and Policies (without prejudice to the Seller’s other rights and remedies at law against the Buyer).

7.6. The Buyer hereby consents to the Seller disclosing any of the former's information held by the Seller to any governmental or regulatory authority where, in the Seller's opinion, its interests or the interests of a Group Entity require disclosure (including without limitation the submission of a report of suspicious transactions/activities to the relevant authorities). Save in the case where it is prohibited from doing so by law, if the Seller intends to make such a disclosure, it will give the Buyer at least 5 business days' advance notice in writing (or such other shorter period prescribed by the relevant authority requiring the Seller to disclose information) during which time the Buyer may object. The Seller may consider the Buyer's objection but shall not be bound by it. The Buyer hereby agrees to hold the Seller and its Group Entities harmless in respect of any disclosure of information by the Seller in accordance with this Agreement. For the avoidance of any doubt, the Seller shall not be liable to the Buyer or any other person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure unless such loss, damage or expense was caused by the Seller's wilful default or fraud.

8. TAXES

The Purchase Price that the Buyer pays for Ryder NFT is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes). The Buyer is solely responsible for determining what, if any, taxes apply to the Buyer in connection with its purchase of Ryder NFT. It is also the Buyer's sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction in which the Buyer may be liable to tax. The Seller is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, offerings, use, value added, or similar tax arising from the Buyer's purchase of Ryder NFT. The Seller cannot and does not provide tax advice, and recommends that the Buyer seek appropriate professional advice in this area if required.

9. REPRESENTATIONS AND WARRANTIES

9.1. By purchasing Ryder NFT, the Buyer represents and warrants to the Seller as follows:

(a) The Buyer has read and understood all the terms of this Agreement (including all Schedules) and the Token Documentation.

(b) The Buyer has received a copy of the current Token Documentation prepared in relation to Ryder NFT and has carefully read it. The Buyer acknowledges and consents that the Token Documentation may change during the time leading up to the date of delivery to the Buyer hereunder of all Ryder NFT purchased (the Completion Date), and the Buyer accepts the obligation to promptly read new versions of the Token Documentation, which will be made available via the Website. The Buyer understands and agrees that any changes to the Token Documentation or the Website, including material changes that may affect the use of Ryder NFT or the Ryder platform, is not a breach of this Agreement and shall not result in any liability to the Seller hereunder.

(c) The Buyer has 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 Agreement and to appreciate the risks and implications of purchasing Ryder NFT.

(d) If the Buyer is an individual, based on applicable laws in the Buyer's jurisdiction, the Buyer is of sufficient legal age and capacity to purchase Ryder NFT, accept this Agreement and enter into a binding agreement with the Seller. If the Buyer is a legal person, the Buyer is duly organised, validly existing and in good standing under the laws of the Buyer's domicile and each jurisdiction where the Buyer conducts significant business or where its material assets are located.

(e) The Buyer understands that Ryder NFT confers only the rights to take delivery of products/services as described in this Agreement, and confers no other rights of any form with respect to Ryder or the Seller or any Group Entity, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights.

(f) The Buyer is purchasing Ryder NFT to participate in Ryder, as well as to support the objects of, inter alia, the advancement, research, design and development of, and advocacy for Ryder and The Ryder Device subject to applicable laws. The Buyer is not purchasing Ryder NFT for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.

(g) The Buyer acknowledges that:

(i) Ryder NFT does not have any intrinsic value and that it may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire Ryder NFT;

(ii) there is no market-standard valuation process to determine the value of Ryder NFT or The Ryder Device at any given time; and

(iii) the Seller gives no guarantees whatsoever on the value of Ryder NFT which may be highly volatile and could reduce to zero.

(h) The Buyer acknowledges and agrees that the Seller may impose eligibility criteria to access certain functionality in respect of Ryder NFT which may require it to incur additional time and monetary costs.

(i) The Buyer's purchase of Ryder NFT complies with all applicable laws and regulations in the Buyer's jurisdiction, and the law and regulation of any jurisdiction to which the Buyer may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing Ryder NFT, using Ryder NFT in the ecosystem on Ryder, and entering into contracts with the Seller; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained.

(j) The Buyer's purchase of Ryder NFT shall be made in full compliance with any applicable tax obligations to which the Buyer may be subject in any relevant jurisdiction. The Buyer understands that it bears the sole responsibility to determine if its usage of Ryder, the delivery of any cryptocurrency to the Buyer, the creation, ownership or use of Ryder NFT, the potential appreciation or depreciation in the value of Ryder NFT over time, the sale and purchase of Ryder NFT and/or any other action or transaction related to the Seller or Ryder have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of Ryder NFT including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of Ryder NFT); by creating, holding or using Ryder NFT, and to the extent permitted by law, the Buyer agrees 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 Ryder NFT or any other action or transaction related to the Seller (or any Group Entity) or Ryder.

(k) The Buyer acknowledges and agrees that:

(i) it is familiar with all related regulations in the specific jurisdiction in which it is based and that acquiring Ryder NFT (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;

(ii) no regulatory authority has examined or approved of the information set out in the Token Documentation or any other material in connection with Ryder NFT;

(iii) it will not use Ryder NFT if such use would constitute a public offering of Ryder NFT in any country or jurisdiction where action for that purpose is required;

(iv) the distribution or dissemination of the Token Documentation, any part thereof or any copy thereof, or any use of Ryder NFT by the Buyer, is not prohibited or restricted by the applicable laws, regulations, or rules in its jurisdiction, and where any restrictions in relation to possession are applicable, it has observed and complied with all such restrictions at its own expense and risk without liability to the Seller;

(v) it shall ensure that no obligations are imposed on the Seller in any such jurisdiction as a result of any of the actions taken by it in the preceding sub-clause; and

(vi) the Seller will have no responsibility for and it will not obtain any consent, approval or permission required by the Buyer for, the acquisition, offer, sale or delivery by it of Ryder NFT under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it uses Ryder NFT.

(l) The Buyer is not a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a country (i) where participation in token sales, whether as a purchaser or a seller, is prohibited, restricted or unauthorised by applicable laws, decrees, regulations, treaties, or administrative acts, or (ii) where it is likely that the sale of Ryder NFT would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America and the People's Republic of China (each a Restricted Country)), nor is the Buyer purchasing Ryder NFT from any Restricted Country, nor is the Buyer 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 is the Buyer purchasing Ryder NFT on behalf of any person or entity from a Restricted Country.

(m) The execution, delivery and performance of this Agreement 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 the Buyer's constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which the Buyer is a party, or by which the Buyer is bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to the Buyer, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, or (v) any governmental or other consents that may need to be obtained.

(n) The contributions made to purchase Ryder NFT are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which the Buyer is located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations). To the extent required by applicable laws and regulations, the Buyer shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of its Affiliates with respect to the Compliance Regulations is pending or, to the best of its knowledge (after due and careful enquiry), threatened.

(o) Neither the Buyer (nor any of its subsidiaries, any director or officer, or any employee, agent, or Affiliate of the Buyer or its subsidiaries as the case may be) nor any person having a direct or indirect beneficial interest in the Buyer or Ryder NFT being acquired by the Buyer, or any person for whom the Buyer is acting as agent or nominee in connection with Ryder NFT:

(i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the Superintendency of Banks of Panama, Superintendency of the Securities Market of the Republic of Panama, US Department of the Treasury’s Office of Foreign Assets Control (OFAC), 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);

(ii) is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions;

(iii) is listed in any list of sanctioned persons including those maintained under the Sanctions including the Table of Denial Orders, the Entity List, Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;

(iv) 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;

(v) is 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) 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)); or

(vi) is directly or indirectly owned or controlled by any person subject to sub-clauses (i) to (v) above.

9.2. The Seller hereby represents, warrants and covenants to the Buyer as follows:

(a) The Seller is a corporation duly organised, validly existing and in good standing under the laws of the Seller's domicile.

(b) The Seller has all requisite power and authority to execute and deliver this Agreement and to carry out and perform its obligations under this Agreement.

(c) This Agreement will constitute legal, valid and binding obligations of the Seller under the governing law of this Agreement, enforceable against the Seller in accordance with its terms, save that such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

9.3. The Buyer hereby acknowledges that the Seller has entered into this Agreement in reliance upon the Buyer's representations and warranties being true, accurate, complete and non-misleading. Save as provided in Clause 9.2, the Seller makes no warranties or representations, express or implied, and provides no guarantees (in each case whether express or implied) that Ryder NFT shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the provision and receipt of services on Ryder, and the Buyer acknowledges that it has not relied on or been induced by any warranties or representations made by the Seller to enter into this Agreement.

9.4. The Buyer hereby acknowledges and agrees that the Seller may have to procure an amendment to the functionality of Ryder NFT or The Ryder Device at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including the following:

(a) Any actual action taken, or potential action that the Seller (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of Ryder NFT or The Ryder Device and all related matters.

(i) Any additional legal or regulatory risk mitigation in respect of the functionality of Ryder NFT or The Ryder Device that the Seller decides to undertake at any time.

10. DISCLAIMERS

To the fullest extent permitted by applicable laws and except as otherwise specified in writing by the Seller, (a) Ryder NFT and The Ryder Device is sold on an "as is" and "as available" basis, without any warranties or representations of any kind, and the Seller expressly disclaims all implied warranties as to Ryder NFT and The Ryder Device, 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 Seller cannot and does not represent or warrant that Ryder NFT or The Ryder Device is reliable, current, error-free, complete, safe, meets the Buyer's expectations or requirements, or that defects in Ryder NFT or The Ryder Device will be corrected; and (c) the Seller cannot and does not represent or warrant that Ryder NFT or the Ryder Device, or the delivery mechanism for Ryder NFT or the Ryder Device is free of security vulnerabilities, viruses, errors, failures, bugs or economic loopholes which may be exploited by third parties, or other harmful components.

11. LIMITATION OF LIABILITY

11.1. To the fullest extent permitted by applicable laws: (i) in no event will the Seller be liable for any direct, indirect, special, incidental, consequential, or exemplary loss of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of Ryder NFT, The Ryder Device, or otherwise related to this Agreement, regardless of the cause of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable basis (even if the Seller has been advised of the possibility of such losses and regardless of whether such losses were foreseeable); and (ii) in no event will the aggregate liability of the Seller, whether in contract, tort (including negligence, whether active, passive or imputed), or other legal or equitable basis, arising out of or relating to this Agreement or the use of or inability to use Ryder NFT or The Ryder Device, exceed the amount paid by the Buyer to the Seller for Ryder NFT (as denominated in USD and calculated as at the time of payment). The Buyer acknowledges and agrees that this Clause 11 reflects a reasonable allocation of risk and that the Seller would not have entered into this Agreement without these liability limitations.

11.2. The limitations set forth in this Clause 11 will not limit or exclude liability for the fraud or intentional, wilful misconduct of the Seller.

12. DISPUTE RESOLUTION; ARBITRATION

PLEASE READ THE FOLLOWING CLAUSE CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECTS THE BUYER'S LEGAL RIGHTS. THIS CLAUSE REQUIRES THE BUYER TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE SELLER AND LIMITS THE MANNER IN WHICH THE BUYER CAN SEEK RELIEF FROM THE SELLER.

12.1. Each Party (i) waives all its respective right(s) to have any and all disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, Disputes) arising from or related to this Agreement resolved in a court, and (ii) waives all its respective right(s) to have any Disputes heard before a court. Instead, each Party shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

12.2. Any Dispute arising out of or related to this Agreement is personal to the Buyer and will be resolved solely through individual arbitration, and in no circumstances shall 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 entity 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.

12.3. Any Dispute arising out of or in connection with this Agreement or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this Clause 12 or any question regarding its existence, validity or termination) 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 Clause 12. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

12.4. The arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

12.5. Prior to commencing arbitration proceedings in accordance with this Clause 12, each Party will notify the other Party in writing of any Dispute within thirty (30) calendar days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Seller shall be sent by e-mail to the Seller at suport@ryder.sale Notice to the Buyer shall be either posted on the Website or, if available, will be sent by email to any email address provided by the Buyer in connection with its purchase or usage of Ryder NFT. Such notice must include (i) the Buyer's full name, postal address, email address and telephone number, (ii) a full and sufficient description of the nature or basis of the Dispute, and (iii) the specific relief sought by the Buyer. If the Parties cannot agree how to resolve the Dispute within thirty (30) calendar days after the date the notice is received by the applicable Party, then either Party may, as appropriate and in accordance with this Clause 12, commence an arbitration proceeding.

12.6. Each Party agrees to keep all matters relating to arbitration proceedings, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.

13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of Singapore, without regard to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

14. INTELLECTUAL PROPERTY

14.1. The Seller (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of the Seller's (or the relevant Group Entity's, as the case may be) Intellectual Property in connection with Ryder NFT and any element of The Ryder Device. Save as provided herein, the Buyer may not use any of the Seller’s (or any Group Entity's) Intellectual Property for any reason.

14.2. The Seller (or the relevant Group Entity, as the case may be) grants to the party who owns an Ryder NFT or The Ryder Device, for the time that party owns the Ryder NFT or The Ryder Device (the Term), a licence in respect of the underlying metadata or art associated with the Ryder NFT (the Licence), subject always to the provisions of this Agreement in force as at the date of sale or transfer of such Ryder NFT, together with any other Service Terms and Policies or other terms and conditions which may apply to the Ryder NFT or The Ryder Device.

14.3. The Licence is assignable, transferrable and revocable on the terms of this Agreement, and is for the Ryder NFT's owner's personal, non-commercial, royalty-free use of the Ryder NFT (including to sell or transfer) and to display and enjoy the underlying metadata or art associated with the Ryder NFT anywhere in the world while the Ryder NFT is owned.

14.4. Upon a sale of any Ryder NFT owned, the Licence transfers to the purchaser who then is deemed to own the Ryder NFT, and the ownership of that Ryder NFT will be subject to the Licence and this Agreement. There is no transfer of title or ownership of any Intellectual Property or any Intellectual Property rights upon a sale of Ryder NFT. For the avoidance of doubt, the transfer of the Licence does not constitute a commercial use for the purposes of Clause 14.3.

14.5. With immediate effect upon the sale of Ryder NFT, the original owner's Licence to use Ryder NFT and the underlying metadata or art shall cease to apply and will no longer be in force and effect.

14.6. The Ryder NFT may not be used in any way which would:

(a) modify any underlying metadata or art;

(b) use the underlying metadata or art to market or to sell third-party products or for any other commercial benefit;

(c) use the underlying metadata or art in connection with images of hatred, violence or other inappropriate behaviour be reasonably considered to bring the Intellectual Property rights owner into disrepute;

(d) seek to trademark or acquire Intellectual Property rights in underlying metadata or art;

(e) take, appropriate or represent any ownership in any Intellectual Property;

(f) assert any right to or over the Intellectual Property in any manner inconsistent with the rights under this Agreement;

(g) take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s title to the Intellectual Property;

(h) be reasonably seen to disparage the Intellectual Property of the owner;

(i) contravene the moral rights of the artist or licensor of the underlying metadata or art;

(j) contravene the Service Terms and Policies or this Agreement; or

(k) cause, permit or assist any other person directly or indirectly to do any of the above acts.

14.7. The restrictions on the Licence survive termination or assignment transfer of the Licence or this Agreement.

15. PUBLICITY

Notwithstanding any of the terms herein, the Buyer hereby grants a perpetual, irrevocable, non-assignable, worldwide and royalty-free license to the Seller and each Group Entity to publicise or otherwise disclose the Buyer’s name, profile, logo or credentials in all marketing and communication materials or social media relating to the sale of Ryder NFT.

16. SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable laws, but if any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Clause 16 shall not affect or impair the validity and enforceability of the rest of this Agreement, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.

17. TERMINATION

17.1. This Agreement shall terminate on the Completion Date. The Seller reserves the right to terminate this Agreement, in its sole discretion, in the event of a breach by the Buyer of this Agreement.

17.2. Upon termination of this Agreement:

(a) all of the Buyer's rights under this Agreement immediately terminate;

(b) the Buyer shall not be entitled to any refund of any amount paid whatsoever, save in the case where this Agreement is terminated by the Seller without any breach by the Buyer of this Agreement; and

(c) the Clauses which, by its express terms or nature and context is intended to survive expiry or termination of this Agreement, shall survive termination of the same.

18. CONFIDENTIALITY

The Buyer shall hold, and shall cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents, information and correspondence concerning Ryder NFT, The Ryder Device or any Group Entity furnished to the Buyer or its Affiliates in connection with the transactions contemplated by this Agreement or any pre-contractual or post-contractual negotiations in connection therewith (including without limitation all commercial information such as the Purchase Price, number of tokens sold, discount (if any), as well as schedule for delivery of tokens), except to the extent that such information can be shown to have been (a) previously known on a non-confidential basis by the Buyer, (b) in the public domain through no fault of the Buyer, or (c) required to be disclosed pursuant to any legal, regulatory or administrative process, provided always that the Buyer may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by the Buyer of the confidential nature of such information and are directed by the Buyer to treat such information confidentially. The Buyer shall be responsible for any failure to treat such information confidentially by such Persons. If this Agreement is terminated, the Buyer shall, and shall cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver at their own cost to the Seller, upon request, all documents and other materials, and all copies thereof, obtained by the Buyer or its Affiliates in connection with this Agreement that are subject to such confidence; provided, however, that no such destruction shall be required to the extent that such documents and other materials are retained pursuant to regulatory obligations or routine computer system backup procedures.

19. ASSIGNMENT AND NOVATION

19.1. Notwithstanding anything contained herein, this Agreement and the rights and/or obligations contained herein may be assigned and/or novated without the Buyer's consent by the Seller to any Affiliate of the Seller, or to any member, officer or director of the Seller (including without limitation any assignment or novation in connection with a reincorporation to change the Seller's domicile). The Buyer agrees to execute all documents and/or take all steps required by the Seller in order to give effect to this Clause 19.

19.2. The Buyer shall not be entitled to assign or novate its rights and obligations under this Agreement without the Seller's consent.

20. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING

20.1. The Seller reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on the Buyer if deemed necessary by the Seller (at its sole discretion) or such checks become required under applicable laws in any jurisdiction, and conduct periodic updates of such checks as well as perform monitoring/screening on the Buyer.

20.2. Upon the Seller’s request, the Buyer shall immediately provide Seller with information and documents that Seller, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver's licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements before notaries or other equivalent professionals.

20.3. Notwithstanding anything herein, the Seller may, in its sole discretion, refuse to deliver Ryder NFT or The Ryder Device to the holder of Ryder NFT until such requested information is provided. The Seller reserves the right to terminate this Agreement in the event that:

(a) there is any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks;

(b) based on information available to the Seller, the holder of Ryder NFT is suspected of receiving funds used for the purchase of Ryder NFT, using Ryder NFT or The Ryder Device in connection with any money laundering, terrorism financing, or any other illegal activity;

(c) there is any other adverse result disclosed in connection with such checks; or

(d) any of the representations set out at sub-clauses 9.1(l), (n) and (o) are breached in respect of any holder of Ryder NFT (including without limitation a subsequent purchaser in any secondary market for Ryder NFT).

20.4. In addition, the Seller shall be entitled to use any possible efforts for preventing money laundering, terrorism financing or any other illegal activity, including without limitation blocking of the digital wallet of the holder of Ryder NFT or providing information regarding the holder of Ryder NFT to any regulatory authority.

21. FURTHER ASSURANCE

Each Party shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of this Agreement, and (so far as it is able) to provide such assistance as the other Party may reasonably request to give effect to the spirit and intent of this Agreement.

22. THIRD PARTY RIGHTS

22.1. Except as otherwise provided in herein, this Agreement is intended solely for the benefit of the Buyer and the Seller, and is not intended to confer third-party beneficiary rights upon any other person or entity.

22.2. Save for any Group Entity who shall be entitled to enforce or enjoy the benefit of the terms of this Agreement, a person who is not a party under this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.

23. COUNTERPARTS

This Agreement may be executed electronically. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

24. COSTS

Each Party shall pay its own costs, charges and expenses incurred by it in connection with the preparation, negotiation, execution and performance of this Agreement.

25. NON-WAIVER

Either Party's failure or delay to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.

26. INTERPRETATION; LANGUAGE

The language in this Agreement will be interpreted as to its fair meaning, and not strictly for or against any party. The Parties hereby acknowledge that solely for convenience this Agreement may be translated into a language other than English and that a copy of the English language version of this Agreement has been provided to each Party (which each Party has read and understands); and in the event of conflict or ambiguity between the English language version and translated versions of this Agreement, the English language version shall prevail.

27. ENTIRE AGREEMENT

This Agreement (including the Schedules hereto and any documents and materials incorporated by reference) constitute the entire agreement between the Buyer and the Seller relating to the Buyer's purchase of Ryder NFT from the Seller and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Token Documentation, the Website or any other marketing material), both written and oral, between the Parties.

28. ELECTRONIC CONSENTS

The Buyer agrees to be bound by any affirmation, assent or agreement that the Buyer transmits to the Seller or any Group Entity by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent or electronic signature the Buyer gives to receive communications from the Seller or any Group Entity solely through electronic transmission (including without limitation, DocuSign). The Buyer agrees that when it clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field with his, her or its mouse, keystroke or other device, such agreement or consent will be legally binding and enforceable against the Buyer and will be the legal equivalent of its handwritten signature on an agreement that is printed on paper. The Buyer agrees that the Seller or any Group Entity may send the Buyer electronic copies of any and all communications associated with its purchase of Ryder NFT.

29. MISCELLANEOUS

The Seller may from time to time make modifications to this Agreement (at its sole discretion) which do not materially and adversely affect the rights of the Buyer, which modifications will be effectively immediately upon the Seller's notification to the Buyer. The Seller will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Seller's reasonable control. Purchasing Ryder NFT from the Seller does not create any form of partnership, joint venture or any other similar relationship between the Buyer and the Seller, nor cause the Parties to be deemed acting in concert in any respect. The Buyer agrees and acknowledges that all agreements, notices, disclosures, and other communications that the Seller provides to the Buyer, including this Agreement, will be provided in electronic form.

Last Updated: [8 December 2022]

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