Legal

PLEASE READ THIS TOKEN PURCHASE AGREEMENT DATED 06 JULY 2021 (THE “AGREEMENT”) VERY CAREFULLY. THIS AGREEMENT ALSO SETS FORTH THE TERMS AND CONDITIONS. This Agreement contains the terms and conditions (the “Terms and Conditions”) that govern your purchase and use of the peer-to-peer decentralized exchange tokens built on the Splitchain distributable ledger utilizing patented splitcryption hashing technology (“Zucoins”) and is an agreement between you and or an entity that you represent (“Purchaser”, “you” or “your”) and Zucoins L.P. of 411 Kiewa Street, Albury, NSW, 2640 Australia and or any entities or persons that Zucoins L.P. acts for and on behalf of as their agent (the “Vendor”).The Purchaser and the Vendor are herein referred to individually as a “Party” and collectively, as the “Parties”.

IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE MAKING ANY PURCHASES OF ZUCOINS. ONCE YOU HAVED PURCHASED YOUR ZUCOINS THERE ARE NO REFUNDS.

By purchasing Zucoins from the Vendor, you will be bound by the Terms and Conditions incorporated herein by reference. If you do not agree to these Terms and Conditions, do not purchase any Zucoins. If you have any questions regarding these Terms and Conditions and Agreement please contact us at [email protected]

Applicable Provisions

These Terms and Conditions, together with the Online Purchase Order Form (www.zucoins.com), constitute an offer by the Purchaser to purchase Zucoins from the Vendor pursuant to the Terms and Conditions described herein. This offer shall become a binding agreement upon acceptance by the Vendor. The Vendor shall be deemed to have accepted this offer by written acceptance or email confirmation of your Online Purchase Order Form, or by any other act or communication constituting legal acceptance, whether or not any such acceptance or confirmation purports to state terms additional to or different from those stated herein.

Vendor agrees to sell, transfer and deliver the Zucoins to Purchaser for the purchase price set forth in the Online Purchase Order Form, subject to all of the covenants, terms and conditions hereof. Purchaser agrees to purchase Zucoins, subject to all of the covenants, terms and conditions hereof, and to pay Vendor the purchase price set forth in the Online Purchase Order Form.

The Vendor is the agent supplying a maximum of 100 Million (100,000,000) Zucoins.

NOW, THEREFORE

In consideration of the mutual representations, the Terms and Conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Vendor and the Purchaser hereby agree as follows:

1. Purchase of Zucoins.

The Vendor agrees to sell to you and you agree to purchase from the Vendor a specific number of Zucoins at the price listed on the Online Purchase Order Form at the time of purchase. The number of purchased Zucoins shall be determined based on the total amount you select to pay for your purchase.

2. Purchase Procedure.

Following your successful purchase of Zucoins, information about your Zucoins will be confirmed in an authorized email and ultimately released into a unique Zucoin wallet (“Account”).

3. Relationship of the Parties.

The Vendor is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, Purchaser and Vendor to be treated as

partners, joint ventures, or otherwise as joint associates for profit, or either purchaser or Vendor to be treated as the agent of the other.

4. Purpose and Use of Zucoins in the Ecosystem.

Zucoins were initially developed for the purposes of creating the first global decentralized augmented reality exchange token to disrupt the advertising and marketing industry sectors described on the websites located at www.zukaz.com and www.zucoins.com (“Sites”).

5. Eligibility.

In order to purchase Zucoins, Purchasers maybe requested by the Vendor to provide identity verification documents to satisfy the “Know Your Customer” and “Anti-Money Laundering” requirements at the time your purchase.

6. Zucoins Allocation.

Important information about the Vendor’s sale and intended use of the Zucoins are provided on the Vendor’s Sites.

7. Receipt of Zucoins.

Upon distribution, the Zucoins will be transferred by the Vendor to the Account for each Purchaser. Purchaser shall be responsible for implementing reasonable measures for securing the Account, wallet, vault or other storage mechanism and, any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If Purchaser’s private key(s) or other access credentials are lost, Purchaser may lose access to the purchased Zucoins. The Vendor shall not be responsible for any of such losses.

8. Cancellation; Refusal of Purchase Requests.

The purchase of Zucoins from the Vendor is final, and there will be no refunds or cancellations afterword except as specifically provided in these Terms and Conditions. However, the Vendor reserves the right to refuse any purchase request at the Vendor’s sole discretion for any reason whatsoever. In the event of a purchase request being refused, the Purchaser will receive a full refund from the Vendor.

9. Acknowledgment and Assumption of Risks.

You acknowledge and agree that there are risks associated with purchasing Zucoins, holding Zucoins, and using Zucoins as disclosed by the Vendor from time to time. In case of questions regarding these risks, you shall contact [email protected] BY PURCHASING ZUCOINS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

10. Personal Information.

Vendor may determine, in its sole discretion, that it is necessary to obtain certain information about Purchaser to comply with applicable laws or regulations in connection with selling Zucoins to Purchaser. Purchaser agrees to provide Vendor such information promptly upon request. Purchaser acknowledges that Vendor may refuse to sell Zucoins to Purchaser until Purchaser provides such requested information and has determined that it is permissible to sell Purchaser Zucoins under applicable laws or regulations.

11. Privacy Policy.

The Vendor’s primary purpose in collecting personal information is to provide you with a secure, smooth, efficient, and customized experience. This Privacy Policy does not apply to personal information that has been anonymized so that it does not and cannot be used to identify a specific user. The Vendor takes reasonable precautions, as described herein, to protect your personal information from loss, misuse, unauthorized access, disclosure, alteration, and destruction. We store and process your personal and transactional information, including certain payment information, where the Vendor facilities or our service providers are located, and we protect it by maintaining physical, electronic, and procedural safeguards in compliance with applicable laws. We use computer safeguards such as firewalls and data encryption and splitcryption, we enforce physical access controls to our buildings and files, and we authorize access to personal information only for those employees who require it to fulfil their job responsibilities. This information is not accessible to the Vendor staff.

12. Taxes.

Any amounts that Purchaser pays for Zucoins are exclusive of all applicable taxes. Purchaser is responsible for determining what, if any, taxes apply to Purchaser’s purchase of Zucoins, including, for example, sales, use, value added, and similar taxes. It is also Purchaser’s responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Vendor is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the Purchaser’s purchase of Zucoins.

13. Representations and Warranties.

In connection with the purchase of the Zucoins, you represent to the Vendor the following:

1. You are aware of the Terms and Conditions, the Agreement and have acquired sufficient information about the Zucoins via the Sites to reach an informed and knowledgeable decision to acquire the Zucoins. You have sufficient understanding of cryptographic, Zucoin storage mechanisms (such as wallets), blockchain and splitcryption technology to understand these Terms and Conditions and to appreciate the risks and implications of purchasing the Zucoins.
2. You understand that the Zucoins confer no other rights of any form, which includes, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
3. You shall not purchase Zucoins for any illegal uses or purposes.
4. You understand that the Zucoins are a decentralized peer-to-peer exchange token.
5. You have satisfied yourself as to the full observance of the laws of your jurisdiction in connection with any purchase of Zucoins, including (i) the legal requirements within your jurisdiction for the purchase of the Zucoins, (ii) any foreign exchange restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
6. Your purchase, payment for, and continued beneficial ownership of the Zucoins will not violate any applicable laws of your jurisdiction.
7. You shall comply with any applicable tax obligations in all relevant jurisdictions arising from the purchase of Zucoins.
8. If you are purchasing Zucoins on behalf of any legal entity, you are authorized to accept these Terms and Conditions on such legal entity’s behalf and that such legal entity will be responsible for breach of these Terms and Conditions by you or any other employee or agent of such legal entity (references to “you” in these Terms and Conditions encompass to you and such entity, collectively).

14. Indemnification.

To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless the Vendor and the Vendor’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 (the “Vendor Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) purchase or use of Zucoins, (ii) your responsibilities or obligations under these Terms and Conditions, (iii) your breach of these Terms and Conditions, or (iv) your violation of any rights of any other person or entity, and (v) your violation of any laws.

15. Governing Law

These Terms and Conditions, Agreement and any Dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Australian Laws. Any Dispute between the Parties arising out or relating to these Terms and Conditions will be resolved in Australian Courts, and the Parties irrevocably agree that the Australian Courts shall have exclusive jurisdiction to settle any such Dispute or claim.

16. Miscellaneous.

1. Entire Agreement. These Terms and Conditions set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
2. Amendments. These Terms and Conditions may be modified by the Vendor at any time for any reason by placing modified Terms and Conditions on the Sites. The Vendor will provide notice of any amendment to these Terms and Conditions by posting the revised Agreement on the Sites or by any other method deemed appropriate. The Vendor is not obligated to provide notice in any other method beyond these. Any change to these Terms and Conditions will be effective immediately upon such notice and apply to any ongoing or subsequent purchases of Zucoins.
3. Binding Agreement. This Agreement provides the legally binding Terms and Conditions for the sale and purchase of the Zucoins. By purchasing the Zucoins, you acknowledge your understanding and acceptance of these Terms and Conditions. You are bound by the Terms and Conditions in existence at the time of your purchase of Zucoins. If you are making a purchase on behalf of a legal entity, you understand and accept these Terms and Conditions on behalf of that legal entity (to which refers to “you” shall also apply) and warrant that you are duly authorized to act on behalf of that legal entity.
4. Successors and Assigns. Except as otherwise provided in these Terms and Conditions, these Terms and Conditions 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. The Vendor may assign any of its rights and obligations under these Terms and Conditions. No other party to these Terms and Conditions may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms and Conditions, except with the prior written consent of the Vendor.
5. Severability. In the event any provision of these Terms and Conditions are found to be invalid, illegal, or unenforceable the remaining provisions of these Terms and Conditions shall nevertheless be binding upon Vendor and you with the same effect as thought the void and unenforceable part had been severed and expunged.
6. Headings. The headings of these Terms and Conditions are included for the convenience only and shall not affect the construction or interpretation of these Terms and Conditions.
7. Acceptance. You are deemed to agree with and accept these Terms and Conditions by proceeding with the purchase of your Zucoins.