Professional Documents
Culture Documents
Account 0x3441eB8a612335acE5d7Ad902cC4Ea414dE0f85D
Qualified Investor As per the definition of art. 10 para. 3 of the Swiss Collective
Investment Scheme Act, laid out in Annex 1
Preamble
A. The Company is a company limited by shares registered in Zug, Switzerland, with the purpose
as set out in its articles of association.
B. The Company aims to give holders of the Token access to tokenized real estate, subject to
passing KYC and additional requirements as to be determined by the Company ("Project").
The Project is further described in the whitepaper and any other accompanying documentation
("Accompanying Documentation") which has been provided in full to the Buyer.
C. In connection with this Project, the Company plans to conduct a private token sale ("Private
Sale") through its online platform ("Platform") and to issue the Cofund Ubud ("Token(s)") to
interested buyers, subject to meeting all requirements as laid out in this Agreement. The Private
Sale is aimed solely at qualified investors within the meaning of art. 10 para. 3 of the Swiss
Collective Investment Scheme Act. Furthermore, this Private Sale is capped at a maximum
contribution amount of CHF 8 million calculated over 12 month.
D. The Buyer, has directly contacted the Company on its own initiative to receive information how
to participate in the Private Sale, has passed all KYC and onboarding requirements as laid out
by the Company, and now wishes to purchase Tokens in the Private Sale.
1 Agreement
This token purchase agreement ("Agreement") consists of the following documents, which, in case of
conflict, take precedence in the following order:
- Section A;
- Section B;
- The current version of the terms and conditions as available on the website of the Company.
2 Scope
This Agreement applies to all Buyers of Tokens and any purchase of Tokens through the Platform
requires the prior acceptance of this Agreement.
3 Purchase of Tokens
3.1 Price and Token Amount
The Buyer agrees to purchase from the Company the Token Amount for the Contribution Amount set
out in Section A.
The Buyer shall pay the Contribution Amount as per the instructions on the Platform. The Company
may change the available payment methods or refuse certain payment methods in its sole discretion.
Transaction fees and conversion fees are borne by the Buyer. The Contribution Amount paid by the
Buyer and effectively received by Company in USD might differ and the number of Tokens to be
allocated shall be based on the amount actually received.
The payment of the Contribution Amount constitutes an offer by the Buyer to purchase the desired
Token Amount. The Company is free to decide whether or not to accept the offer.
(i) The acceptance of the Company of the Buyer's offer to purchase Tokens;
(iv) The Buyer passing all onboarding requirements as set out by the Company in its sole discretion.
In particular:
o The Buyer passing all KYC requirements as set out by the Company.
The Buyer shall provide to the Company or a designated third-party all information and documents to
enable the Company's KYC procedure as reasonably determined by Company. The Company may, at
its own discretion, require additional information from Buyer now or in the future.
The Buyer acknowledges that the Project is in the ideation phase and the Tokens (i) do not confer or
represent any right of any form, including but not limited to any equity or ownership, voting, distribution,
redemption, liquidation, intellectual property, participation or any other legal right towards the Company,
the Project or any third party; (ii) are not any kind of loan to the Company or to a third-party. The Buyer
acknowledges that the Company retains all current and future right, title and interest in all of Company’s
intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries,
processes, marks, methods, software, compositions, formulae, techniques, information and data,
whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or
patents based thereon. The Buyer may not use any of the Company’s intellectual property for any
reason without the Company’s prior written consent.
The Buyer acknowledges and agrees that there is no claim for refund from the Company and any
refund is made by the Company in its sole discretion. The Company is not regulated or supervised by
any financial market authority and the reimbursement of the Contribution Amount in case of a refund
decision is not guaranteed or insured by a deposit insurance scheme or similar.
The Tokens are cryptographic tokens implemented in a smart contract existent on the Ethereum
blockchain. The smart contract code is based on the ERC-3643 standard.
If the Buyer's private key(s) or other access credentials to the Recipient Address are lost, the Buyer will
lose access to its Tokens. The Company has no means of recovering such Tokens and is not
responsible for any such losses.
In the case of a split of the underlying blockchain (hard fork), the Company decides, at its own discretion,
which version of the blockchain will be supported for the Tokens. The smart contract will be continued
in one chain only and in all other versions of the chain it will be ‘paused’, i.e. no more transactions can
be made.
Furthermore, the Company does not make any representations and warranties and all representations
shall be fully excluded to the greatest extent permitted under applicable law. The Buyer confirms that
he/she/it has not relied upon, any representation or warranty, express or implied, pertaining to the
Tokens, the Project and/or the Company. The Buyer herewith waives any and all claims related to
misrepresentations or breaches of warranties it may have under the applicable law.
- satisfies all legal and regulatory requirements to complete the transactions contemplated by
this Agreement and that it is not precluded from entering into this Agreement;
- is the sole beneficial owner of the funds used to pay the Contribution Amount, and in particular
of all assets credited on the Account;
- has such knowledge and experience in financial and business matters that he/she/it is capable
of evaluating the merits and risks of entering into this Agreement and is able to incur a complete
loss of the Contribution Amount without impairing the his/her/its financial condition.
- has had the opportunity to and actually has carefully read, reviewed and fully understood the
Accompanying Documentation and this Agreement including all referenced documents and is
not relying up on any representation, warranty, confirmations, promises or agreements except
as set out explicitly in the Accompanying Documentation and this Agreement, whereby, in case
of conflict, the information in this Agreement supersedes;
- understands the inherent risks with any type blockchain-based project and recognizes that a
contribution to the Project involves substantial risk and can lead to the complete loss of the
Contribution Amount;
- has not taken any action nor will it take any action in any country or jurisdiction that would
constitute a public offering of any Tokens or require the registration of any other offering
material, nor will it distribute any other offering material in any country or jurisdiction where
action for that purpose is required;
- itself, nor any affiliates nor any person acting on its behalf (1) has offered or sold, or will offer
or sell, indirectly or directly, any Tokens to any US citizen (whether or not he/she/it lives in the
United States of America), to any US person pursuant the Section 902(k)(1) of the Securities
Act of 19 33 (i.e., any natural person resident in the United States of America, any partnership
or corporation organized or incorporated under the laws of the United States of America, any
estate of which any executor or administrator is a US person, any trust of which any trustee is
a US person, any agency or branch of a foreign entity located in the United States of America,
any non-discretionary account or similar account (other than an estate or trust) held by a dealer
or other fiduciary for the benefit or account of a US person, any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States of America, any partnership or
corporation if organized or incorporated under the laws of any foreign jurisdiction and formed
by a US person principally for the purpose of investing in securities not registered under the
Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in
Rule 501(a) of the Securities Act) who are not natural persons, estates or trusts nor to any
persons acting on a non-discretionary basis for US person or US citizen, in each case in a
manner that would require any such Tokens to be registered under the Securities Act, (2) has
engaged or will engage in any directed selling efforts (as that term is defined in Regulation S)
with respect to any Tokens, or (3) has engaged or will engage in any form of general solicitation
or general advertising (as that term is used in Rule 502(c) under the Securities Act) in
connection with any offer or sale of any Tokens or in any manner involving a public offering in
the United States of America;
- is not subject and is not a resident of the United States of America or of a jurisdiction that is
subject to economic sanctions or trade embargoes imposed by (1) Switzerland, (2) the United
Nations Security Council, (3) the European Union or any member state of the European Union,
(4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) the country of
residence of the Buyer, or (6) other economic sanctions or trade embargos issued by another
authority having jurisdiction over the Buyer or his /her/its assets;
- has had the opportunity to be advised by legal professionals in relation to this Agreement and
confirms that to have fully understood the legal implications of all the clauses contained in this
Agreement.
In any case, the Buyer acknowledges and is aware that it is the Buyer's own responsibility to be informed
about all legal and regulatory requirements in connection with the transaction contemplated in this
Agreement.
7 Taxes
The Buyer bears the sole responsibility to determine if its purchase of the Tokens, the potential
appreciation or depreciation in the price of Tokens over time, the sale and purchase of Tokens and/or
any other action or transaction related to the Tokens has tax implications for the Buyer.
8 Risks
The Buyer has independently and carefully reviewed, acknowledged, understood and assumed all risks
associated with the Token and/or the Project, including but not limited to the following risks (all of which
could render the Token worthless):
- No rights, functionalities or features: The Project is an ideation phase and the Tokens
currently do not have any rights, uses, purpose, attributes, functionalities or features, express
or implied. The Company does not guarantee and is not representing in any way to the Buyer
the successful completion of the Project or any future right or benefits of the Token.
- Limited ability to transact or resell: The Buyer may be unable to sell or otherwise transact in
Tokens at any time, or for the price the Buyer paid. By purchasing Tokens, the Buyer
acknowledges: (i) The Tokens may have no value; and (ii) the Company is not and shall not be
responsible for or liable for any possible market value for the Token, the transferability and/or
liquidity of the Token and/or the availability of any market for the Token through third parties or
otherwise.
- Security: The Token may be subject to expropriation and or/theft. Malicious persons, groups
or organisations may attempt to interfere with the Platform, the Token or the Project in a variety
of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-
based attacks, Sybil attacks, smurfing and spoofing. In the event of such a software bug or
weakness, there may be no remedy, refund or compensation for the holders of the Token.
- New technology: The Project, the Tokens as well as all other matters set forth in the
Accompanying Documentation utilise new concepts and technology. The Project might not be
capable of completion, implementation or adoption. It is possible that the Company may never
succeed in its aim to tokenize real estate. The Buyer should not rely on the Project. Blockchain
technology is changing rapidly, so the Token and the Project may become outdated.
- Changes to the Project: The Project is still evolving and may undergo significant changes.
Although the Company has set out certain ideas, goals and milestones in the Accompanying
Documentation, the Company may make changes for any number of reasons, any of which
may mean that the Projecte does not meet the Buyer's expectations.
- Uncertain legal and regulatory framework: The regulatory status of cryptographic tokens as
well as any projects interacting and transacting with such tokens are still unclear to a large
degree in many jurisdictions. While the Company has conducted regulatory assessments, there
remain a considerable amount of uncertainty how a competent regulator or court may view the
Tokens and/or the Project. Likewise, it is unclear how or whether a competent authority may
make changes to the applicable law or regulation. Any of these described risks may negatively
impact the Token and/or the Project. The Company may cease the further development of the
Project in the event that the Company reasonably determines that the Project or any associated
actions may be unlawful.
9 Confidentiality
9.1 With respect to the Company
Unless the explicit written consent of the Company, the Buyer undertakes to observe strict secrecy
towards any third-party regarding business affairs of the Company presently in its knowledge and which
he/she/it gains knowledge of in the future, particularly regarding confidential information about the
technical aspects, suppliers, customers, business policies and strategies and financial aspects other
than facts and information that is made public by the Company itself.
10 Miscellaneous
Entire Agreement: This Agreement constitutes the entire agreement, and supersedes all prior
agreements, between the Parties relating to the subject matter hereof.
No partnership: The obligations of the Parties hereunder are contractual in nature and the Parties
agree that they do not form, and this Agreement shall not be deemed to constitute, a simple partnership
(einfache Gesellschaft; société simple) pursuant to art. 530 et seq. of the Swiss Code of Obligations.
Amendments: All amendments and supplements to this Agreement must be made in writing (incl.
e-signature solutions).
Notices: Notices hereunder shall be given in writing to the last communicated or available address. 'In
writing' shall, unless indicated otherwise, include e-mail.
No assignment: The Buyer shall not assign this Agreement without the prior written consent of the
Company. Any assignment or transferby the Buyer in violation of this section will be void. The Company
may be free assign this Agreement to an affiliate.
Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid or
otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Governing Law & Jurisdiction: This Agreement is governed by substantive Swiss law (excl. CISG)
and subject to the exclusive jurisdiction of the ordinary courts at the seat of the Company.
a) It qualifies as qualified investor within the meaning of art. 10 para. 3 of the Swiss Federal
Collective Investment Schemes Act (CISA) and art. 4 para. 3 of the Swiss Federal Act on
Financial Services (FINSA), namely either
(i) a financial intermediary as defined in the Swiss Banking Act (BA), the Swiss Financial
Institutions Act (FinIA) and the CISA;
(iii) a foreign client subject to prudential supervision as the person listed under (i) or (ii) above;
(vii) a large company (exceeding two of the following parameters: balance sheet total of
CHF 20 million; turnover of CHF 40 million; equity of CHF 2 million); or
(viii) a private investment structure with professional treasury operations created for high-net-
worth individuals.
or
b) He/she qualifies as qualified investor within the meaning of art. 10 para. 3 CISA and
art. 5 para. 1 and 2 FINSA, by being either
Professional treasury operations: A company, or a private investment structure created for high-net-
worth individuals is deemed to have professional treasury operations if, within or outside the company
or the private investment structure, it entrusts, on a permanent basis, the management of its funds to a
professionally qualified person with experience in the financial sector (art. 3 para. 8 of the Swiss
Financial Services Ordinance)
(i) on the basis of training, education and professional experience or on the basis of
comparable experience in the financial sector, possesses the necessary knowledge to
understand the risks associated with the investments and has at his/her disposal assets
of at least CHF 500,000; or
Eligible assets are financial investments held directly or indirectly by the individual, specifically (a) sight
or time deposits with banks and securities firms; (b) certificated and uncertificated securities, including
collective investment schemes and structured products; (c) derivatives; (d) precious metals; (e) life
insurance policies with a surrender value; (f) restitution claims from other assets held in trust specified
in this paragraph. Direct investments in real estate and claims from social insurance schemes as well
as occupational pension assets do not qualify as eligible financial investments (art. 5 para. 1 an 2 of the
Financial Services Ordinance).