Terms and Conditions

IMPORTANT NOTICE ( DISCLAIMER)


PLEASE READ THIS SECTION AND THE FOLLOWING SECTIONS ENTITLED “DISCLAIMER OF LIABILITY”, “NO REPRESENTATIONS AND WARRANTIES”, “REPRESENTATIONS AND WARRANTIES BY YOU”, “CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS”, “MARKET AND INDUSTRY INFORMATION AND NO CONSENT OF OTHER PERSONS”, “NO ADVICE”, “NO FURTHER INFORMATION OR UPDATE”, “RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION”, “NO OFFER OF SECURITIES OR REGISTRATION” AND “RISKS AND UNCERTAINTIES” CAREFULLY.


IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).


The PYN tokens are not intended to constitute securities in any jurisdiction. This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction.


This Whitepaper does not constitute or form part of any opinion on any advice to sell, or any solicitation of any offer by the distributor/vendor of the PYN tokens (the “Distributor”) to purchase any PYN tokens nor shall it or any part of it nor the fact of its presentation form the basis of, or be relied upon in connection with, any contract or investment decision.


The Distributor will be an affiliate of Texcent Asia Pte. Ltd. (“Paycent”), and will deploy all proceeds of sale of the PYN tokens to fund Paycent’s project, businesses and operations.


No person is bound to enter into any contract or binding legal commitment in relation to the sale and purchase of the PYN tokens and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper.


Any agreement as between the Distributor and you as a purchaser, and in relation to any sale and purchase, of PYN tokens (as referred to in this Whitepaper) is to be governed by only a separate document setting out the terms and conditions (the “TandCs”) of such agreement. In the event of any inconsistencies between the TandCs and this Whitepaper, the former shall prevail.


You are not eligible and you are not to purchase any PYN tokens in the Paycent Initial Token Sale (as referred to in this Whitepaper) if you are a citizen, resident (tax or otherwise) or green card holder of the United States of America or a citizen or resident of the Republic of Singapore or a citizen or resident of the Republic of India.


No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with.


There are risks and uncertainties associated with Paycent and/or the Distributor and their respective businesses and operations, the PYN tokens, the Paycent Initial Token Sale and the Paycent and Paycentos Wallet. (each as referred to in this Whitepaper).


No part of this Whitepaper is to be reproduced, distributed or disseminated without including this section and the following sections entitled “Disclaimer of Liability”, “No Representations and Warranties”, “Representations and Warranties By You”, “Cautionary Note On Forward-Looking Statements”, “Market and Industry Information and No Consent of Other Persons”, “Terms Used”, “No Advice”, “No Further Information or Update”, “Restrictions On Distribution and Dissemination”, “No Offer of Securities Or Registration” and “Risks and Uncertainties”.

DISCLAIMER OF LIABILITY


To the maximum extent permitted by the applicable laws, regulations and rules, Paycent and/or the Distributor shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you.

NO REPRESENTATIONS AND WARRANTIES


Paycent and/or the Distributor does not make or purport to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy and completeness of any of the information set out in this Whitepaper.

REPRESENTATIONS AND WARRANTIES


By accessing and/or accepting possession of any information in this Whitepaper or such part thereof (as the case may be), you represent and warrant to Paycent and/or the Distributor as follows:

  • (a) you agree and acknowledge that the PYN tokens do not constitute securities in any form in any jurisdiction;

  • (b) you agree and acknowledge that this Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities and you are not bound to enter

  • into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper;

  • (c) you agree and acknowledge that no regulatory authority has examined or approved of the information set out in this Whitepaper, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of this Whitepaper to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

  • (d) you agree and acknowledge that this Whitepaper, the undertaking and/or the completion of the Paycent Initial Token Sale, or future trading of the PYN tokens on any cryptocurrency exchange, shall not be construed, interpreted or deemed by you as an indication of the merits of the Paycent and/or the Distributor, the PYN tokens, the Paycent Initial Token Sale and the Paycent and Paycentos Wallet (each as referred to in this Whitepaper);

  • (e) the distribution or dissemination of this Whitepaper, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to Paycent and/or the Distributor;

  • (f) you agree and acknowledge that in the case where you wish to purchase any PYN tokens, the PYN tokens are not to be construed, interpreted, classified or treated as:

    • (i) any kind of currency other than cryptocurrency;

    • (ii) debentures, stocks or shares issued by any person or entity (whether Paycent and/or the Distributor)

    • (i) rights, options or derivatives in respect of such debentures, stocks or shares;

    • (ii) 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;

    • (iii) units in a collective investment scheme;

    • (iv) units in a business trust;

    • (v) derivatives of units in a business trust; or

    • (vi) any other security or class of securities.

    • (g) you are fully aware of and understand that you are not eligible to purchase any PYN tokens if you are a citizen, resident (tax or otherwise) or green card holder of the United States of America or a citizen or resident of the Republic of Singapore;

    • (h) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

    • (i) you are fully aware and understand that in the case where you wish to purchase any PYN tokens, there are risks associated with Paycent and the Distributor and their respective business and operations, the PYN tokens, the Paycent Initial Token Sale and the Paycent and Paycentos Wallet (each as referred to in the Whitepaper);

    • (j) you agree and acknowledge that neither Paycent nor the Distributor is liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this Whitepaper or any part thereof by you; and

    • (k) all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession this Whitepaper or such part thereof (as the case may be).

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS


All statements contained in this Whitepaper, statements made in press releases or in any place accessible by the public and oral statements that may be made by Paycent and/or the Distributor or their respective directors, executive officers or employees acting on behalf of Paycent or the


Distributor (as the case may be), that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding Paycent’s and/or the Distributor’s financial position, business strategies, plans and prospects and the prospects of the industry which Paycent and/or the Distributor is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to Paycent’s and/or the Distributor’s revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in this Whitepaper regarding Paycent and/or the Distributor are matters that are not historic facts, but only predictions.


These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Paycent and/or the Distributor to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:

  • (a) changes in political, social, economic and stock or cryptocurrency market conditions, and the regulatory environment in the countries in which Paycent and/or the Distributor conducts its respective businesses and operations;

  • (b) the risk that Paycent and/or the Distributor may be unable or execute or implement their respective business strategies and future plans;

  • (c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;

  • (d) changes in the anticipated growth strategies and expected internal growth of Paycent and/or the Distributor;

  • (e) changes in the availability and fees payable to Paycent and/or the Distributor in connection with their respective businesses and operations;

  • (f) changes in the availability and salaries of employees who are required by Paycent and/or the Distributor to operate their respective businesses and operations;

  • (g) changes in preferences of customers of Paycent and/or the Distributor;

  • (h) changes in competitive conditions under which Paycent and/or the Distributor operate, and the ability of Paycent and/or the Distributor to compete under such conditions;

  • (i) changes in the future capital needs of Paycent and/or the Distributor and the availability of financing and capital to fund such needs;

  • (j) war or acts of international or domestic terrorism;

  • (k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of Paycent and/or the Distributor;

  • (l) other factors beyond the control of Paycent and/or the Distributor; and

  • (m) any risk and uncertainties associated with Paycent and/or the Distributor and their businesses and operations, the PYN tokens, the Paycent Initial Token Sale and the Paycent and Paycentos Wallet (each as referred to in the Whitepaper).


All forward-looking statements made by or attributable to Paycent and/or the Distributor or persons acting on behalf of Paycent and/or the Distributor are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of Paycent and/ or the Distributor to be materially different from that expected, expressed or implied by the forward-looking statements in this Whitepaper, undue reliance must not be placed on these statements. These forward-looking statements are applicable only as of the date of this Whitepaper.


Neither Paycent, the Distributor nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Paycent and/or the Distributor will be as discussed in those forward-looking statements. The actual results, performance or achievements of Paycent and/or the Distributor may differ materially from those anticipated in these forward-looking statements.


Nothing contained in this Whitepaper is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Paycent and/or the Distributor. Further, Paycent and/or the Distributor disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.

MARKET AND INDUSTRY INFORMATION AND NO CONSENT OF OTHER PERSONS


This Whitepaper includes market and industry information and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally state that the information that


they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information.


Save for Paycent, the Distributor and their respective directors, executive officers and employees, no person has provided his or her consent to the inclusion of his or her name and/or other information attributed or perceived to be attributed to such person in connection therewith in this Whitepaper and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information by such per-son and such persons shall not be obliged to provide any updates on the same.

RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION


The distribution or dissemination of this Whitepaper or any part thereof may be prohibited or restricted by the laws, regulatory requirements and rules of any jurisdiction. In the case where any restriction applies, you are to inform yourself about, and to observe, any restrictions which are applicable to your possession of this Whitepaper or such part thereof (as the case may be) at your own expense and without liability to Paycent and/or the Distributor.


Persons to whom a copy of this Whitepaper has been distributed or disseminated, provided access to or who otherwise have the Whitepaper in their possession shall not circulate it to any


other persons, reproduce or otherwise distribute this Whitepaper or any information contained herein for any purpose whatsoever nor permit or cause the same to occur.

NO OFFER OF SECURITIES OR REGISTRATION


This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of this Whitepaper. Any agreement in relation to any sale and purchase of PYN tokens (as referred to in this Whitepaper) is to be governed by only the TandCs of such agreement and no other document. In the event of any inconsistencies between the TandCs and this Whitepaper, the former shall prevail.


You are not eligible to purchase any PYN tokens in the Paycent Initial Token Sale (as referred to in this Whitepaper) if you are a citizen, resident (tax or otherwise) or green card holder of the


United States of America or a citizen or resident of the Republic of Singapore or a citizen or resident of the Republic of India.


No regulatory authority has examined or approved of any of the information set out in this Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of this Whitepaper does not imply that the applicable laws, regulatory requirements or rules have been complied with

RISKS AND UNCERTAINTIES


Prospective purchasers of PYN tokens (as referred to in this Whitepaper) should carefully consider and evaluate all risks and uncertainties associated with Paycent, the Distributor and their respective businesses and operations, the PAY tokens, the Paycent Initial Token Sale and the Paycent and Paycentos Wallet (each as referred to in the Whitepaper), all information set out in this Whitepaper and the TandCs prior to any purchase of PYN tokens. If any of such risks and uncertainties develops into actual events, the business, financial condition, results of operations and prospects of Paycent and/or the Distributor could be materially and adversely affected. In such cases, you may lose all or part of the value of the PYN tokens.