Number of Tokens Purchased: Tokens
Price Per Token (EUR) – See Exhibit A: 1 Token = EUR €
Total Purchase Price: EUR €
This agreement shall govern the sale and purchase of $SRZ Tokens (hereinafter — the “Agreement”) and is made on the date appearing at the end of this agreement
(1) the purchaser whose name and signature appears at the end of this Agreement (hereinafter — the “Purchaser”); and
(2) Starzz LLC (hereinafter — the “Starzz”, “Company”), a company registered at Suite 305, Griffith Corporate Centre, Beachmont, Kingstown, St. Vincent and the Grenadines,
are referred to individually as the “Party”, and collectively as the “Parties”,
THE TOKEN IS INTENDED FOR USE ON THE SUPPORTERZZ.COM PLATFORM, AS FURTHER DETAILED IN THIS AGREEMENT. THE TOKEN IS NOT REGISTERED IN ANY JURISDICTION. CITIZENS AND RESIDENTS OF THE UNITED STATES AND CERTAIN OTHER COUNTRIES ARE NOT ELIGIBLE TO PARTICIPATE IN THIS TOKEN SALE. THE TOKEN IS SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND/OR AS STARZZ MAY ADOPT IN THE FUTURE BY POSTING PUBLIC NOTICE. PURCHASERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO HOLD ANY TOKENS THEY PURCHASE FOR AN INDEFINITE PERIOD OF TIME IF THE TOKENS ARE NOT USED FOR THEIR INTENDED PURPOSES ON THE SUPPORTERZZ.COM PLATFORM.
THE RIGHTS DESCRIBED HEREIN AND THE TOKEN HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY GOVERNMENTAL BODY OR AGENCY IN THE UNITED STATES OR IN ANY OTHER JURISDICTION, NOR HAS ANY GOVERNMENTAL BODY OR AGENCY IN ANY JURISDICTION PASSED UPON THE ACCURACY OR ADEQUACY OF THE MATERIALS RELATING TO SALE OF THE TOKEN. ANY REPRESENTATION TO THE CONTRARY IS A MISREPRESENTATION AND MAY BE A CRIMINAL OFFENSE.
THE RIGHTS DESCRIBED HEREIN AND THE TOKEN ARE OFFERED ONLY IN JURISDICTIONS WHERE THE OFFER AND SALE OF THE RIGHTS AND TOKENS IS PERMITTED UNDER APPLICABLE LAW AND DOES NOT REQUIRE STARZZ TO OBTAIN ANY LICENCE, PERMISSION OR APPROVAL IN RESPECT THEREOF.
A PROSPECTIVE PURCHASER AND/OR HOLDER OF THE TOKEN MUST COMPLY WITH ALL LAWS AND REGULATIONS THAT APPLY TO THEM IN ANY PLACE IN WHICH THEY PURCHASE, USE, OFFER OR SELL ANY TOKEN, AND MUST ALSO OBTAIN ANY CONSENTS, PERMISSION OR APPROVALS THAT THEY NEED IN ORDER TO PURCHASE, USE, OFFER OR SELL ANY TOKENS UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH THEY ARE SUBJECT OR IN WHICH THEY MAKE ANY SUCH PURCHASE, USE, OFFER OR SALE. STARZZ IS NOT RESPONSIBLE FOR A PROSPECTIVE PURCHASER'S AND/OR HOLDER'S COMPLIANCE WITH THESE LEGAL REQUIREMENTS.
NOTHING HEREIN IS INTENDED TO CREATE A CONTRACT FOR INVESTMENT IN STARZZ OR IN THE TOKEN, AND EACH PURCHASER ACKNOWLEDGES THAT STARZZ WILL RELY ON THIS ASSERTION WITH RESPECT TO COMPLIANCE WITH THE LAWS OF THE JURISDICTION IN WHICH PURCHASER IS LEGALLY DOMICILED.
THE RIGHTS DESCRIBED PURSUANT TO THIS AGREEMENT AND THE TOKENS DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (HEREINAFTER — THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. TO THE EXTENT SUCH RIGHTS OR THE TOKEN ARE DEEMED TO BE SECURITIES UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF OTHER JURISDICTIONS, THEY ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS PROVIDED BY THE LAWS OF SUCH JURISDICTIONS. OUT OF AN ABUNDANCE OF CAUTION, THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT). THE TOKENS MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.
“Purchase Amount” — the amount paid by the Purchaser in BTC, ETH and/or USDT to the Company for the Tokens.
“Holders” — persons, including Purchaser, who have purchased Tokens pursuant to the Sale.
“KYC/AML Provider” — authorized parties that may be engaged by Starzz to conduct the KYC/AML Process.
“KYC/AML Process” — the AML checks and verifications conducted by Starzz and the KYC Provider(s).
“Law” — all statutes, enactments, statutory provisions, orders, and regulations that are relevant and applicable to the subject matter of this Agreement, as well as the authority of all federal, state, local, provincial, territorial or other governmental officials, divisions or departments, quasi-governmental authorities, administrative and regulatory agencies or commissions, and courts or other judicial authorities with jurisdiction over the parties or the subject matter.
“Prohibited Jurisdictions” — the United States of America, Canada, Albania, Democratic People's Republic of Korea, South Korea, Cuba, Sudan, Crimea, People's Republic of China, Bahamas, Barbados, Belarus, Botswana, Burundi, Burkina Faso, Cambodia, Central African Republic, The Democratic Republic of the Congo, Côte d'Ivoire, Ethiopia, Ghana, Islamic Republic of Iran, Iraq, Jamaica, Lebanon, Libya, Mali, Mauritius, Myanmar, Nicaragua, Senegal, Somalia, South Sudan, Sri Lanka, Syrian Arab Republic, Trinidad and Tobago, Tunisia, Bolivarian Republic of Venezuela, Uganda, Yemen, Zimbabwe and any other country or account on the Consolidated Sanctions List maintained by the US Department of Treasury, or any other geographic area that is subject to UN, US, EU or any other sovereign country sanctions or embargoes, any high risk and/or monitored jurisdiction as may be highlighted by the The Financial Action Task Force (FATF) from time to time, and any other jurisdiction where the purchase of Tokens by the Purchaser is prohibited, is a regulated activity which requires Starzz to obtain any license, permission or approval.
“Supporterzz.com Platform” — a comprehensive platform that enables voting and advanced interaction between different users and projects.
“Starzz documents” — the documents available on the Registration Site, which describes the Starzz, Token and other related information. Such documents include but are not limited to the whitepaper.
“Purchaser” — an individual purchasing the Tokens in the Sale.
“Personal account” — an account created via Registration Process to be able to purchase Tokens through the Sale.
“Registration Process” — the process conducted on the Registration Site during which the Purchaser is registered for the Sale, and the KYC/AML Process is conducted.
“Registration Site” — the website available at https://starzz.eu/en.
“Sale” — the sale of the Token to Purchasers pursuant to this Agreement.
“Token” — $SRZ, a native utility token of Starzz with the functionalities further described in Section 7 below.
“Token Launch Date” — the date on which the first units of the Token become available for use on the Supporterzz.com Platform.
“Token Price” — the applicable purchase price per Token unit.
“VTVL” — the platform and relevant website provided by Andromeda Tech Pte. Ltd., and is the partner of Starzz, providing ancillary back-end support services and allowing to create and self-manage vesting smart contracts for said tokens.
“U.S. Person” — a ‘U.S. person' includes, without limitation: a natural person resident in the United States; a partnership, limited liability company, or corporation organized or incorporated under the laws of the United States, an estate of which each executor or administrator is a U.S. person, a trust of which each trustee is a U.S. person; a 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 U.S. person, or a 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.
2.1. No information contained in or on, any website or other social media channels directly or indirectly linked to the Registration Site or the Starzz documents, or the finalized, published, and adopted versions or drafts of any Starzz-related publications or, Starzz's social media channels, including its Telegram, Twitter, Discord, LinkedIn, YouTube, Instagram or Facebook pages, nor any marketing materials distributed regarding the Sale, shall constitute a part of this Agreement, and no representations, warranties, or undertakings are or are intended or purported to be given by Starzz in respect of any information contained in or on, or any part of, the items as stated in this Section.
3.1. Subject to this Agreement, the Purchaser hereby may participate in the Sale. To participate in the Sale, the Purchaser must complete all steps of the Registration Process as indicated on the Registration Site, including:
By accepting this Agreement, Purchaser agrees to comply with all conditions and covenants set forth herein, and makes each of the representations and warranties set forth herein. This Agreement shall be accepted by, and binding upon, the Purchaser and each transferee of the Token. Starzz shall have the right to reject any Purchaser from participation in the Sale in its sole and absolute discretion.
3.2. The Registration Process includes a KYC/AML Process that must be completed. Before the KYC/AML Process has been successfully completed, the Purchaser is not able to participate in the Sale. The KYC/AML Process details and requirements are determined in the sole and absolute discretion of the Starzz and KYC/AML Provider. These details and requirements will be provided to the Purchaser as part of the Registration Process. The Purchaser acknowledges and understands that the Registration and KYC/AML Process is laborious, and it may take time to process the Purchaser's registration. The Purchaser understands and accepts that the personal information provided pursuant to the KYC/AML Process and other segments of the Registration Process will be assessed by Starzz as well as the KYC/AML Provider, and that any prospective Purchaser may be rejected on the basis of the results of the KYC/AML Process or otherwise. Starzz and/or KYC/AML Provider may act at their own discretion and have no obligation to explain or justify any rejection. Starzz will not accept any anonymous accounts.
4.1. Sale may be conducted in several stages as will be determined at Starzz’s sole discretion and stated on the Registration Site and in the Personal account.
4.2. Starzz reserves the right to change and/or cancel any stage of the Sale any time at its sole discretion without prior notice.
4.3. The duration of each stage of the Sale will be determined by Starzz at its sole discretion and can be changed at any time without prior notice.
4.4. The Purchaser cannot choose the stage of the Sale it wants to participate in. After completing the Registration Process, the Purchaser can participate in the ongoing stage of the Sale as will be stated in the Personal account. In case the Purchaser does not want to participate in the ongoing stage of the Sale, it may wait for the next stage of the Sale (if any) that it wishes to participate in.
5.1. Purchaser shall make the payment of the Purchase Amount through the procedures described on the Registration Site or as otherwise instructed by Starzz.
5.2. For purposes of this Agreement, the value of the Purchase Amount shall be deemed in U.S. dollars regardless of the Accepted Digital Currency used to pay the Purchase Amount. Accepted digital currencies are:
Regardless of the timing, exchange used, or other factors (which may all be set by Starzz in its sole discretion), the actual rate of conversion shall be known as the Applicable Exchange Rate herein and shall be applicable to the potential Purchaser's Purchase Amount.
5.3. The Purchaser will provide Starzz with all information requested through the Registration Site (or via written notice from Starzz to the Purchaser), including a wallet address for which to allocate Purchaser's Tokens.
5.4. For purposes of Purchaser's receipt of Tokens, Purchaser shall have the sole responsibility to establish and/or maintain, in fully operational, secure and valid status, access to a Token-compatible wallet address and maintain, in Purchaser's fully secure possession, the credentials for accessing such wallet and the private key of such wallet; in no event shall Starzz bear any responsibility for securing Purchaser's Token-compatible wallet, private keys, or credentials, nor shall Starzz bear any responsibility for ensuring Purchaser's control and custody over Purchaser's Tokens.
5.5. Upon receipt of Purchase Amount, Starzz shall transfer the purchased Tokens to a segregated digital wallet of its partner VTVL, that will be responsible for retention of Tokens within the lockup and vesting periods as prescribed in the Exhibit A to this Agreement. Upon unlocking Tokens or part of them, the Purchaser shall claim its Tokens directly from VTVL. Tokens should be claimed to the Purchaser’s Token-compatible wallet address that was provided during the purchasing. While claiming Tokens, the Purchaser may be required to pay transaction fees, that are established by VTVL or network.
5.6. While using any services, products and/or in any other way interacting with VTVL or any other partner of Starzz, the Purchaser shall be subject to their relevant terms and conditions.
6.1. Token Price as well as selling amount is determined by Starzz at its sole discretion and depends on the stage of the Sale.
6.2. Starzz reserves the right to change Token Price and/or selling amount of Tokens any time at its sole discretion. Starzz will promptly update the relevant information on the Registration Site and notify the Purchaser.
6.3. Lockup and vesting periods are determined by Starzz at its sole discretion and depend on the stage of the Sale.
6.4. Starzz reserves the right to change lockup and vesting periods any time at its sole discretion. Starzz will promptly update the relevant information on the Registration Site and notify the Purchaser.
6.5. Token Price as well as lockup and vesting periods shall be determined by Starzz for each stage of Sale in Exhibit A for this Agreement.
6.6. Upon purchase of Token on any stage of the Sale, the Purchaser unconditionally agrees with Token Price, lockup and vesting periods determined by Starzz.
7.1. The Token is a native utility token that, as of the Token Launch Date, is used to support features of the Supporterzz.com Platform. It is intended that the Token shall be required for the access of the functionalities of the Supporterzz.com Platform, as well as for the interaction between participants on the Platform. Utility and functions of the Tokens as of the moment of signing this Agreement are outlined in the Starzz documents.
8.1. By accepting this Agreement and/or completing the Registration Process, Purchaser hereby represents and warrants to Starzz as follows, as of the date of acceptance of this Agreement, and as of the Token Launch Date:
8.1.1. Purchaser attests that: (a) Purchaser is not a ‘U.S. Person' (as defined in Rule 902(k) of Regulation S under the Securities Act), or a resident or domiciliary of any Prohibited Jurisdiction; (b) no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States; and (c) the Purchaser is not acquiring the Tokens for the account or benefit of and will not sell and/or distribute Tokens to any U.S. Person or a resident or domiciliary of any Prohibited Jurisdiction.
8.1.2. Purchaser has received, has read and understood and is familiar with this Agreement, the risk factors, the related documents on project and the other information available on the Registration Site.
8.1.3. Starzz has made available all additional information which Purchaser has requested in connection with the transactions contemplated by this Agreement. No representations or warranties have been made to the Purchaser by Starzz, or any agent of Starzz other than as set forth in this Agreement. Purchaser has been afforded an opportunity to ask questions of and receive answers from Starzz concerning the Token and any information available on the Registration Site. Purchaser has investigated the acquisition of the Tokens to the extent Purchaser deemed necessary or desirable and Starzz has provided Purchaser with any assistance Purchaser has requested in connection therewith.
8.1.4. Purchaser has such knowledge and experience that Purchaser is capable of evaluating the merits and risks of purchase of the Tokens and of making an informed purchase decision with respect thereto.
8.1.5. Purchaser understands and acknowledges that the value of the Token is subject to substantial uncertainty. Purchaser understands that no assurance can be offered by Starzz that the Supporterzz.com Platform will be successful, will be widely adopted, or will otherwise achieve its goals, or, consequently, that the Token will maintain its value. The Purchaser is aware that, to the extent the Token is deemed a security under any applicable law, including, but not limited to, the Securities Act, Purchaser's rights to transfer the Tokens may be subject to restrictions under such law.
8.1.6. Purchaser has full power and authority to purchase the Tokens pursuant to the Agreement, and to accept and agree to this Agreement, and make the representations and warranties set forth herein.
8.1.7. Purchaser understands that no governmental or regulatory agency of any jurisdiction has made any finding or determination as to the terms of the offering and sale of the tokens.
8.1.8. Purchaser is not relying on Starzz or any of its directors, officers, employees, agents or representatives for legal, investment or tax advice, and Purchaser has sought independent legal, investment and tax advice to the extent Purchaser has deemed necessary or appropriate in connection with Purchaser decision to purchase Tokens.
8.1.9. Purchaser has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like Bitcoin (BTC) and Ethereum (ETH), and blockchain-based software systems.
8.1.10. Purchaser intends to use the Token only in accordance with its utility functions and for the purposes as described in the relevant documents.
8.1.11. Purchaser is legally permitted to receive and hold and make use of the Token in the Purchaser's jurisdiction.
8.1.12. Purchaser takes sole responsibility for any restrictions and risks associated with the receiving and holding of the Token.
8.1.13. Purchaser is not obtaining or using the Token for any illegal purposes.
8.1.14. Purchaser waives the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the Sale with the allocation of the Token and with the operation of the Supporterzz.com Platform.
8.1.15. The acceptance and performance by the Purchaser of this Agreement are within its legal right, power and capacity, require no action by or in respect of, or filing with, any governmental body, agency, or official (except as disclosed in writing to Starzz and which have been obtained or fully complied with), and do not and will not contravene, or constitute a default under, any provision of applicable Law or of any agreement, judgment, injunction, order, decree or other instrument to which the Purchaser is a party or by which it and/or its properties or assets is bound. This Agreement constitutes valid and binding agreements of Purchaser and enforceable against Purchaser.
8.1.16. Purchaser hereby represents and warrants that its purchase of Tokens does not directly or indirectly contravene the Laws of any jurisdiction, including anti-money laundering laws (a “Prohibited Investment”). Purchaser further represents and warrants that the funds used by Purchaser for such purchase are not derived from illegal or illegitimate activities.
8.1.17. Purchaser agrees to provide any information requested by Starzz which Starzz believes will enable Starzz to comply with all applicable anti-money laundering or other regulatory (such as “know your client” laws or regulations, investor accreditation laws or regulations, etc.) statutes, rules, regulations, and policies, including any policies applicable to an investment held or proposed to be held by Starzz. Purchaser understands and agrees that Starzz may release confidential information about Purchaser and, if applicable, any beneficial owner or related person, to any person, if Starzz, in its sole discretion, determines that such disclosure is required by applicable Law (or reasonably necessary to investigate whether such is required by Law), including the relevant rules and regulations concerning Prohibited Investments. This may include disclosing such information to third-party persons or entities who assist Starzz with the items contemplated by this paragraph.
8.1.18. The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the Token Launch Date and shall survive such date. If in any respect such representations and warranties shall not be true and accurate prior to the Token Launch Date, at the Token Launch Date, or at any time after the Token Launch Date, Purchaser shall give immediate notice of such fact to Starzz by with written confirmation of receipt, specifying which representations and warranties are not true and accurate and the reasons therefore.
8.1.19. If Starzz learns that any of the foregoing representations and warranties are not true and accurate, it may, in its sole discretion, cancel, unwind, revoke, or otherwise terminate the Sale of Tokens to Purchaser.
9.1. Purchaser understands and agrees that:
9.1.1. Any Tokens acquired by Purchaser must be used in accordance with its functionality as described in the whitepaper and other relevant documents or held indefinitely unless one of the following occurs: (i) the Token is deemed not to be a security under applicable Laws, including without limitation the Securities Act, and Starzz has issued written confirmation of its concurrence with the foregoing; or (ii) an exemption from such registration or qualification is otherwise available. Purchaser further acknowledges and understands that Starzz is under no obligation to register the Token under the Securities Act or the Laws of any jurisdiction.
9.1.2. Starzz or its agents may implement restrictions on transfer of any Tokens issued to Purchaser pursuant hereto to prohibit transfer of such Tokens in contravention with this Agreement, including measures that preclude the Tokens from transfer on any exchange on which the Token may be listed (if any).
9.1.3. Starzz offers no assurances that the Token will be listed for trading on one or more digital asset exchanges or when any such listing will become effective, if ever (or that such listing will remain active).
10.1. Without in any way limiting Purchaser's representations set forth above:
10.1.1. Transfer to U.S. Persons Restricted. The Tokens may be subject to restrictions or prohibitions on transfers and usage in accordance with applicable law, including, but not limited to, restrictions under the Securities Act. Such restrictions or prohibitions may also restrict or prohibit secondary market trading. As previously noted, the Tokens have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. Persons.
10.1.2. Other Transfer Restrictions. Each Purchaser acknowledges and agrees that Starzz may temporarily or permanently restrict or prohibit transfer of Tokens purchased hereunder (i) if Starzz determines, in its sole discretion, that such restriction or prohibition is necessary or advisable to assure compliance with applicable Law, or (ii) if Purchaser, or any subsequent holder of the Token, fails to comply with this Agreement including without limitation the provisions of Section 8 and Section 9 hereof with respect to provision of current and accurate Token Holder information. This Agreement and other terms or agreements applicable to the Tokens may further restrict transfers of the Token (even if there is no requirement under the applicable Law applicable to the Token).
11.1. Purchaser acknowledges and agrees that Purchaser has been advised by Starzz to consult with Purchaser's own tax advisers about the potential tax consequences of Purchaser's execution of this Agreement and acquisition of the Token. Purchaser agrees that Purchaser shall be solely responsible for satisfying all tax obligations associated with Purchaser's acquisition, ownership, use and/or disposition of the Token.
12.1. Purchaser acknowledges and agrees that, other than as expressly provided in this Agreement, the Token does not constitute an ownership interest in Starzz or confer upon the holder thereof any power to direct and control the activities of Starzz, vote or participate in any matters coming before the equity holders of Starzz, or obtain any right or duty of any third party (including any fiduciary duty of any officer, manager, or member of Starzz) associated with ownership of any equity interest in Starzz.
13.1. Purchaser agrees that this Agreement and any deal of Purchaser made hereunder is irrevocable, and that this Agreement shall survive the death or disability of Purchaser.
14.1. In the event of any loss, hack, or theft of private keys or cryptocurrencies from any of the cryptocurrency wallets used by Purchaser, Purchaser acknowledges and confirms that Purchaser shall have no right(s), claim(s), or causes of action in any way whatsoever against Starzz and shall further hold Starzz harmless from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by Purchaser in connection with or arising from such loss, hack or theft.
15.1. All notices or other communications given or made hereunder shall be in writing and shall be considered given and received when sent by email to Purchaser at the address or email address provided through the Registration Process, and to Starzz at info@starzz.eu.
16.1. This Agreement shall not entitle Purchaser to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names, or copyright in connection with the Sale, the Registration Site, Starzz, and/or the Supporterzz.com Platform.
17.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
17.1.1. TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;
17.1.2. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET THE PURCHASER'S REQUIREMENTS, OR THAT DEFECTS IN TOKENS WILL BE CORRECTED; AND
17.1.3. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
17.2. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers herein may not apply to the Purchaser.
18.1. To the maximum extent permitted by applicable law:
18.1.1. Starzz 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 the Sale or the offer and purchase of, use, receipt, or holding of Tokens by Purchaser;
18.1.2. the aggregate liability of Starzz, in tort, contract or otherwise, arising out of or in connection with the Sale or offer and purchase of, use, receipt, or holding of Tokens by Purchaser shall be limited to the Purchase Amount transferred by Purchaser discounted by 35% (twenty percent); and any claim must be brought within 6 (six) months after the Sale; and
18.1.3. Purchaser hereby agrees to waive all rights to assert any claims under applicable Laws, regulations and rules and Purchaser may make claims based only on this Agreement.
18.2. To the maximum extent permitted by the applicable Laws, regulations, and rules, Purchaser shall indemnify, defend, and hold Starzz (and all its affiliates, members, officers, employees and their respective affiliates) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by Purchaser or any third party against Starzz (and all its affiliates, members, officers, employees and their respective affiliates) arising out of a breach of any warranty, representation, or obligation hereunder.
19.1. None of this Agreement may be changed, waived, discharged or terminated orally without the written consent of Purchaser and Starzz.
19.2. Any term herein that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions hereof or affecting the validity or enforceability of any of the terms or provisions in any other jurisdiction.
19.3. This Agreement and all amendments hereto shall be governed by and construed in accordance with the laws of the Saint Vincent and the Grenadines.
19.4. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Stockholm. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
19.5. The headings in this Agreement are for convenience of reference and shall not by themselves determine the meaning of this Agreement or of any part hereof.
19.6. This Agreement governs the Sale, and the allocation, use and holding of the Token and supersede any public statements about the launch of the Supporterzz.com Platform and/or the Token made by anyone in the past, present, and future.
19.7. This Agreement, including any rights and obligations contained herein, including any rights to allocation of Tokens, cannot be assigned or transferred by the Purchaser in whole or in part without the previous written consent of Starzz. Any assignment or transfer that does not conform with the terms of this provision shall be void.
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