This TKZ Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your use of the TKZ distribution smart contract (the “TKZ Distribution Contract”) and purchase of the related ERC20 compatible tokens distributed on the Ethereum blockchain (the “TKZ Tokens”) and is an agreement between you or the entity that you represent (“Buyer” or “you”) and Tokenza (“Tokenza”, together with its parent company, subsidiaries and affiliates, “Company”). Buyer, Tokenza and Company are herein referred to individually as a “Party” and collectively, as the “Parties”.
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, Company and Buyer hereby agree as follows:
IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.
Buyer acknowledges, understands and agrees to the following:
• BINDING AGREEMENT: Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of TKZ Tokens.
• NO U.S. OR FRENCH BUYERS: TKZ Tokens are not being offered or distributed to U.S. or French persons. If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia, or if you are citizen, resident of, or a person located or domiciled in, or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of France, do not purchase or attempt to purchase TKZ Tokens.
• TKZ TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. The TKZ Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the Tokenza Platform. Company does not guarantee and is not representing in any way to Buyer that the TKZ Tokens have any rights, uses, purpose, attributes, functionalities or features.
• PURCHASE OF TKZ TOKENS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
• TKZ TOKENS MAY HAVE NO VALUE.
• COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL TKZ TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
ARTICLE ONE: ACCEPTANCE OF AGREEMENT AND PURCHASE OF TKZ TOKENS
1.1. This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on the official https://www.tokenza.com/ website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or, if earlier (b) upon Company’s receipt of payment from Buyer. Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms on which Buyer is bound.
1.3. White Paper. Company has prepared the White Paper, which is available at https://github.com/tokenza/fundraiser/raw/master/whitepaper/tokenza.whitepaper.en.pdf, describing matters relating to the Tokenza Platform. The White Paper, as it may be amended from time to time, is hereby incorporated by reference. Buyer has read and understands the White Paper and its contents.
1.4. No Purpose. As mentioned above, the TKZ Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied. Although TKZ Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument.
1.5. Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the TKZ Tokens will be utilized by Company in its sole discretion.
ARTICLE TWO: TKZ TOKEN DISTRIBUTION
2.1. Allocation and Distribution of TKZ Tokens. Tokenza intends to allocate and distribute TKZ Tokens (the “TKZ Token Distribution”) in accordance with the material specifications as set forth in Exhibit A to this Agreement which includes details regarding the timing (the “TKZ Distribution Period”) and pricing of the TKZ Token Distribution and the amount of TKZ Tokens that will be distributed. During the TKZ Distribution Period, Tokenza will provide specific procedures on how Buyer should purchase TKZ Tokens through the official Website. By purchasing TKZ Tokens, Buyer acknowledges and understands and has no objection to such procedures and material specifications. Failure to use the official Website and follow such procedures may result in Buyer not receiving any TKZ Tokens. Any buyer of TKZ Tokens may lose some or all of the amounts paid in exchange for TKZ Tokens, regardless of the purchase date. The access or use of the TKZ Distribution Contract and/or the receipt or purchase of TKZ Tokens through any other means other than the official Website are not sanctioned or agreed to in any way by the Tokenza Parties. Buyer should take great care that the website used to purchase TKZ Tokens has the following universal resource locator (URL): https://www.tokenza.com/.
2.2. No U.S. or French Buyers. The TKZ Tokens are not being offered to U.S. or French persons. U.S. and French persons are strictly prohibited and restricted from using the TKZ Distribution Contract and/or purchasing TKZ Tokens and Company is not soliciting purchases by U.S. and French persons in any way. If a U.S. or French person uses the TKZ Distribution Contract and/or purchases TKZ Tokens, such person has done so and entered into this Agreement on an unlawful, unauthorized and fraudulent basis and this Agreement is null and void. Company is not bound by this Agreement if this Agreement has been entered into by a U.S. or French person as Buyer or Buyer has entered into this Agreement or has purchased TKZ Tokens on behalf of a U.S. or French person, and Company may take all necessary and appropriate actions, in its sole discretion, to invalidate this Agreement, including referral of information to the appropriate authorities. Any U.S. or French person who uses the TKZ Distribution Contract and/or purchases TKZ Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless Tokenza and Tokenza’s respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “Tokenza Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses (collectively, the “Damages”) incurred by a Tokenza Party that arises from or is a result of such U.S. or French person’s unlawful, unauthorized or fraudulent use of the TKZ Distribution Contract and/or the receipt or purchase of TKZ Tokens.
2.3. Allocation and Sale of TKZ Tokens to Tokenza Parties. Buyer understands and consents to the participation of the Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of TKZ Tokens, including people who may work on the development and implementation of the Tokenza Platform or who may work for Tokenza’s future businesses which Tokenza may establish with a portion of the proceeds from the TKZ Token Distribution. All such Tokenza Parties will participate on the same terms as every other buyer of TKZ Tokens and will be bound by this Agreement.
2.4. No Representations and Warranties. The TKZ Tokens will be distributed to buyers thereof pursuant to the TKZ Distribution Contract. None of the Tokenza Parties makes any representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the TKZ Distribution Contract or the TKZ Tokens or their utility, or the ability of anyone to purchase or use the TKZ Tokens. Without limiting the foregoing, none of the Tokenza Parties represent or warrant that the process of purchasing the TKZ Tokens or receiving the TKZ Tokens will be uninterrupted or error-free or that the TKZ Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may never receive TKZ Tokens and may lose the entire amount Buyer paid to Company. Buyer shall provide an accurate ERC20 compatible digital wallet address to Company for receipt of any TKZ Tokens distributed to Buyer pursuant to the TKZ Distribution Contract.
2.5. Not an Offering of Securities, Commodities, or Swaps. The sale of TKZ Tokens and the TKZ Tokens themselves are not securities, commodities, swaps on either securities or commodities or a financial instrument of any kind. Purchases and sales of TKZ Tokens are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.
2.6. Not an Investment. Buyer should not participate in the TKZ Token Distribution or purchase TKZ Tokens for investment purposes. TKZ Tokens are not designed for investment purposes and should not be considered as a type of investment. Buyer acknowledges, understands and agrees that Buyer should not expect and there is no guarantee or representation or warranty by Company that the Tokenza Platform will ever be launched or adopted. Furthermore, TKZ Tokens will not have any functionality or rights on the Tokenza Platform and holding TKZ Tokens is not a guarantee, representation or warranty that the holder will be able to use the Tokenza Platform, or receive any tokens utilized on the Tokenza Platform, even if the Tokenza Platform is launched and the Tokenza Platform is adopted, of which there is no guarantee, representation or warranty made by Company.
2.7. Not for Speculation. Buyer acknowledges and agrees that Buyer is not purchasing TKZ Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.
ARTICLE THREE: NO OTHER RIGHTS CREATED
3.1. No Claim, Loan or Ownership Interest. The purchase of TKZ Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.
3.2. Intellectual Property. Company retains all 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. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
ARTICLE FOUR: SECURITY, DATA AND TAXES
4.1. Security and Data Privacy.
a. Buyer’s Security. Buyer will implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of TKZ Tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s TKZ Tokens and/or access to Buyer’s account. Company is under no obligation to recover any TKZ Tokens and Buyer acknowledges, understands and agrees that all purchases of TKZ Tokens are non-refundable and Buyer will not receive money or other compensation for any TKZ Tokens purchased.
b. Additional Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute TKZ Tokens to Buyer until such requested information is provided.
4.2. Taxes. Buyer acknowledges, understands and agrees that: (a) the purchase and receipt of TKZ Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.
ARTICLE FIVE: REPRESENTATIONS AND WARRANTIES OF BUYER
By buying TKZ Tokens, Buyer represents and warrants to each of the Tokenza Parties that:
5.1. Not a U.S. or French Person: Buyer is not a U.S. or French person.
5.2. Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to use the TKZ Distribution Contract, purchase TKZ Tokens, and to carry out and perform its obligations under this Agreement.
a. If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase TKZ Tokens.
b. If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.
5.3. No Conflict. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice: (a) any provision of Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (d) any laws, regulations or rules applicable to Buyer.
5.4. No Consents or Approvals. The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.
5.5. Buyer Status. Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.
5.6. Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of TKZ Tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of TKZ Tokens, and liability to the Tokenza Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase TKZ Tokens.
5.7. Funds and Payments.
a. Funds. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase TKZ Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the TKZ Tokens to finance, engage in, or otherwise support any unlawful activities.
b. Payments. All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
5.8. Miscellaneous Regulatory Compliance.
a. Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.
b. Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or TKZ Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with TKZ Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
ARTICLE SIX: DISCLAIMERS
6.1. Buyer expressly acknowledges, understands and agrees that Buyer is using the TKZ Distribution Contract and purchasing TKZ Tokens at the Buyer’s sole risk and that the TKZ Distribution Contract and TKZ Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.
6.2. No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE TKZ DISTRIBUTION CONTRACT AND THE TKZ TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ARTICLE SEVEN: RISKS
TKZ TOKENS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the TKZ Tokens (including those not discussed herein), all of which could render the TKZ Tokens worthless or of little value:
7.1. No Rights, Functionality or Features. TKZ Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied. TKZ Tokens do not entitle holders to participate on the Tokenza Platform, even if the Tokenza Platform is launched and the Tokenza Platform’s development is finished and the Tokenza Platform is adopted and implemented.
7.2. Tokenza Platform. Buyer should not purchase TKZ Tokens in reliance on the Tokenza Platform because TKZ Tokens may not be usable on the Tokenza Platform and do not entitle Buyer to anything with respect to the Tokenza Platform.
7.3. Purchase Price Risk. Tokenza reserves the right to change the price of the TKZ Token for any reason. Tokenza reserves the right to change the duration of the TKZ Distribution Period for any reason, including, without limitation, bugs in the TKZ Distribution Contract or the unavailability of the Website or other unforeseen procedural or security issues.
7.4. Blockchain Delay Risk. On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ETH contributed to the TKZ Distribution Contract in the final seconds of a distribution period may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and Buyer may not receive TKZ Tokens the same day Buyer sends ETH.
7.5. Ethereum Blockchain. The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Ethereum block producers may not include Buyer’s transaction when Buyer wants or Buyer’s transaction may not be included at all.
7.6. Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in TKZ Tokens at any time, or for the price Buyer paid. By using the TKZ Distribution Contract or by purchasing TKZ Tokens, Buyer acknowledges, understands and agrees that: (a) TKZ Tokens may have no value; (b) there is no guarantee or representation of liquidity for the TKZ Tokens; and (c) the Tokenza Parties are not and shall not be responsible for or liable for the market value of TKZ Tokens, the transferability and/or liquidity of TKZ Tokens and/or the availability of any market for TKZ Tokens through third parties or otherwise.
7.7. Token Security. TKZ Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the TKZ Distribution Contract or the TKZ Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software and TKZ Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the TKZ Tokens or result in the loss of Buyer’s TKZ Tokens, the loss of Buyer’s ability to access or control Buyer’s TKZ Tokens or the loss of ETH in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of TKZ Tokens are not guaranteed any remedy, refund or compensation.
7.8. Access to Private Keys. TKZ Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing TKZ Tokens will result in loss of such TKZ Tokens, access to Buyer’s TKZ Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s TKZ Tokens. Company is not responsible for any such losses.
7.9. TKZ Tokens May Become Non-Transferable. Buyer acknowledges and understands that TKZ Tokens may become non-transferrable at any time. Buyer may no longer be able to map a public key to Buyer’s account and Buyer may not be able to transfer TKZ Tokens on the Ethereum blockchain. Cryptocurrency exchanges may also be unable to accept new deposits or authorize withdrawals of TKZ Tokens.
7.10. New Technology. The Tokenza Platform and all of the matters set forth in the White Paper are new and untested. The Tokenza Platform might not be capable of completion, implementation or adoption. It is possible that no service will be ever be launched and there may never be an operational Tokenza Platform. Buyer should not rely on the Tokenza Platform or the ability to receive tokens associated with the Tokenza Platform in the future. Even if the Tokenza Platform is completed, implemented and adopted, it might not function as intended, and any tokens associated with the Tokenza Platform may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the TKZ Tokens and any tokens transferable on the Tokenza Platform may become outdated.
7.11. Reliance on Third-Parties. Even if completed, the Tokenza Platform will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Tokenza Platform.
7.12. Failure to Map a Public Key to Buyer’s Account. Failure of Buyer to map a public key to Buyer’s account may result in third parties being unable to recognize Buyer’s TKZ Token balance on the Ethereum blockchain.
7.13. Exchange & Counterparty Risks. If Buyer sends ETH to the TKZ Distribution Contract from an exchange or an account that Buyer does not control, pursuant to the TKZ Distribution Contract, TKZ Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s TKZ Tokens. Furthermore, if Buyer chooses to maintain or hold TKZ Tokens through a cryptocurrency exchange or other third party, Buyer’s TKZ Tokens may be stolen or lost. In addition, third parties may not recognize Buyer’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the Tokenza Platform. By using the TKZ Distribution Contract and/or by purchasing TKZ Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the TKZ Distribution Contract through an exchange account and/or holds TKZ Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.
7.14. Changes to the Tokenza Platform. The Tokenza Platform is still under development and may undergo significant changes over time. Although Company intends for the Tokenza Platform to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, and any party that adopts the Tokenza Platform and launches the Tokenza Platform also may make changes, any of which may mean that the Tokenza Platform does not meet Buyer’s expectations.
7.15. Risk of Alternative Services based on Tokenza Platform. The Tokenza Platform could be licensed under an open source license at any time after the end of the TKZ Distribution Period; If Tokenza Platform become licensed under an open source license, it is possible somebody may not respect the Tokenza Platform copyright or may modify the Tokenza Platform after it has been released under an open source license. Therefore, it is possible for someone to utilize the Tokenza Platform to build and launch blockchain protocols using a token distribution other than the one intended for the TKZ Tokens pursuant to the Tokenza Platform both prior to or after the Tokenza Platform has become licensed as open source.
7.16. Project Completion. The development of the Tokenza Platform may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
7.17. Lack of Interest. Even if the Tokenza Platform is finished and adopted and the TKZ Platform is launched, the ongoing success of the Tokenza Platform relies on the interest and participation of third parties like freelancers and project owners. There can be no assurance or guarantee that there will be sufficient interest or participation in the Tokenza Platform.
7.18. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the Tokenza Platform and/or TKZ Tokens in various ways, including, for example, through a determination that TKZ Tokens are regulated financial instruments that require registration. Company may cease the distribution of TKZ Tokens, the development of the Tokenza Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.19. Risk of Government Action. As noted above, the industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the TKZ Tokens and/or the development of the Tokenza Platform.
ARTICLE EIGHT: LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1. Limitation of Liability. To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against the Tokenza Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Tokenza Party. Each of the Tokenza Parties shall not be liable to Buyer for any type of Damages, even if and notwithstanding the extent a Tokenza Party has been advised of the possibility of such Damages. Buyer agrees not to seek any refund, compensation or reimbursement from a Tokenza Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.
8.2. Damages. In no circumstances will the aggregate joint liability of the Tokenza Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.
8.3. Force Majeure. Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.
8.4. Release. To the fullest extent permitted by applicable law, Buyer releases the Tokenza Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.
a. To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse the Tokenza Parties from and against any and all actions, proceedings, claims, Damages, demands and actions (including without limitation fees and expenses of counsel), incurred by a Tokenza Party arising from or relating to: (i) Buyer’s purchase or use of TKZ Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.
b. Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.
ARTICLE NINE: DISPUTE RESOLUTION
9.1. Informal Dispute Resolution. Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.
9.2. Binding Arbitration. Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer will each pay their respective attorneys’ fees and expenses. Notwithstanding the foregoing, Company reserves the right, in its sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration.
9.3. No Class Arbitrations, Class Actions or Representative Actions. Any dispute arising out of or related to this Agreement is personal to Buyer and Company and will not 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 individual 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.
ARTICLE TEN: MISCELLANEOUS
10.1. Governing Law and Venue. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Isle Of Man, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
10.2. Assignment. Buyer shall not assign this Agreement without the prior written consent of Tokenza. Any assignment or transfer in violation of this Section 10.2 will be void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
10.3. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by any Tokenza Party about the TKZ Tokens, the Tokenza Platform or any other tokens on the Tokenza Platform.
10.4. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
10.5. Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at https://www.tokenza.com/terms/tokensale/. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.
10.6. Termination of Agreement; Survival. This Agreement will terminate upon the completion of all sales in the TKZ Token Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.
10.7. No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.
10.8. No Partnership; No Agency; No Third Party Beneficiaries. Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third party beneficiary rights in any person.
10.9. Electronic Communications. Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of TKZ Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.
TKZ TOKEN DISTRIBUTION
The TKZ Token Distribution event will be announced soon. A maximum amount of 70,115,032 TKZ Tokens (40% of the total supply) will be available for sale.
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