Terms and Conditions
The following Terms
and Conditions ("Terms") govern your (“you” or the “Purchaser”)
purchase of cryptographic tokens ("BZP") from Block Movement Limited,
an exempted company registered in the United Kingdom (the “Company”).
Each of you and the Company is a “Party” and, together, the “Parties” to
these Terms. This document is not a solicitation for investment and does not
pertain in any way to an offering of securities in any jurisdiction. This
document describes the BZP token sale.
IF YOU DO NOT AGREE
TO THESE TERMS, DO NOT PURCHASE BZP FROM THE COMPANY. BY PURCHASING BZP token
FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED
BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT
THE COMPANY AT [email protected]. By purchasing BZP, and to the extent
permitted by law, you are agreeing not to hold any of the the Company and its
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 “BitZipp Team”) liable for any
losses or any special, incidental, or consequential damages arising from, or in
any way connected, to the sale of BZP, including losses associated with the
terms set forth below.
DO NOT PURCHASE BZP
IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND
BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING BZP, YOU SHOULD CAREFULLY
CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN
APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING
TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE BZP.
PURCHASES OF BZP
SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE
SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF
CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE
SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND
TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE
COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF BZP DURING THE SALE, THE
COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH,BZP OR OTHER
CRYPTO, FIAT RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU
DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE BZP OR
PARTICIPATE IN THE SALE OF BZP. YOUR PARTICIPATION IN BZP SALE IS DEEMED TO BE
YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO
BUY, AND COMPANY AGREES TO SELL, THE BZP TOKENS IN ACCORDANCE WITH THE
FOLLOWING TERMS:
1. Conditions to BZP
token sale
YOU MAY NOT MAKE A
ACQUIRE A BZP TOKEN 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 SOUTH AFRICA.
When you purchase,
or otherwise receive, a BZP token, you may only do so by accepting the
following conditions and, by doing so, you warrant and represent that the
following are a true and accurate reflection of the basis on which you are
acquiring the BZP tokens:
neither the Company
nor any of the BitZipp Team has provided you with any advice regarding whether
BITZIP is a suitable investment for you;
you have sufficient
understanding of the functionality, usage, storage, transmission mechanisms and
intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as
well as blockchain-based software systems generalLy;
you are legally
permitted to receive and hold and make use of BZP in your and any other
relevant jurisdiction;
you will supply us
with all information, documentation or copy documentation that we require in
order to allow us to accept your purchase of BZP and allocate BZP to you;
you have not
supplied us with information relating to your acquisition of BZP or otherwise
which is inaccurate or misleading;
you will provide us
with any additional information which may be reasonably required in order that
we can fulfil our legal, regulatory and contractual obligations, including but
not limited to any anti-money laundering obligation;
you will notify us
promptly of any change to the information supplied by you to us;
you are of a
sufficient age (if an individual) to legally obtain BZP, and you are not aware
of any other legal reason to prevent you from obtaining BZP;
you take sole
responsibility for any restrictions and risks associated with receiving and holding
BZP, including but not limited to these set out in part 22;
by acquiring BZP,
you are not making a regulated investment, as this term may be interpreted by
the regulator in your jurisdiction;
you are not
obtaining or using BZP for any illegal purpose, and will not use BZP for any
illegal purpose;
you waive any right
you may have / obtain to participate in a class action lawsuit or a class wide
arbitration against any entity or individual involved with the sale of BZP;
your acquisition of
BZP not involve your purchase or receipt of shares, ownership or any equivalent
in any existing or future public or private company, corporation or other
entity in any jurisdiction;
to the extent
permitted by law and provided we act in good faith, the Company makes no
warranty whatsoever, either expressed or implied, regarding the future success
of BZP and/or the Ethereum Network;
you accept that BZP
is created and you obtain BZP on an “as is” and “under development” basis.
Therefore, provided the Company acts in good faith, you accept that the Company
is providing BZP without being able to provide any warranties in relation to BZP,
including, but not limited to, title, merchantability or fitness for a
particular purpose;
you accept that you
bear sole responsibility for determining if (i) the acquisition, the
allocation, use or ownership of BZP (ii) the potential appreciation or
depreciation in the value of BZP over time, if any, (iii) the sale and purchase
of BZP; and/or (iv) any other action or transaction related to BZP has tax
implications.
2. Overview of BZP
sale
BZP is required for
proper operation and comprehensive utilization of company (as defined in the
white paper (the “White Paper”) provided at https://bitzipp.com (the “Website”)
as of the date the Purchaser acquires BZP token). After the BZP sale, each BZP
is backed by the purchase of the underlying assets, as described in the White
Paper. To the extent they do not contradict these Terms, the rights connected
to BZP are subject to the limitations set out in the White Paper, but this
should in no case create obligations for the Company in addition to the ones
contained in these Terms. The Company reserves the right to circumvent the
algorithm used to select the underlying assets if it believes, in its sole
discretion, that such selected underlying assets could adversely affect the
Company or BZP from a regulatory or legal perspective. The Company shall have
the right to sell any such underlying assets (if already part of BZP portfolio)
and block their acquisition.
The maximum total
amount of BZP to be issued is 360,000,000. No more BZPs will be issued after
the end of the BZP sale, as described in the preceding paragraph. Ownership of BZP
during the BZP token sale carries no rights express or implied. Purchases of BZP
are non-refundable.
3. BZP Price
Purchasers in the BZP
token sale will be allocated their BZP tokens in exchange for BTC, ETH, LTC,
EUR at the following rate:
· Stage one:
15.000.000 BZP 0.08 usd
· Stage two:
35.000.000 BZP 0.10 usd
· Stage three: 150.000.000
BZP 0.12 usd
Purchaser must have
an Ethereum wallet that supports the ERC-20 token standard in order to receive
any BZP purchased from the Company.
4. After the BZP
Token Sale
The Purchasers
should have no expectation of influence over governance of the Company.
Upon the conclusion
of a successful BZP sale, the digital assets backing each BZP token will be
transparently purchased.
The Company will
provide you with an official and regular audit conducted on the existence of
the digital assets backing each BZP token. Through this audit, you can track
and confirm that the digital assets backing your BZP have been received and
acquired. Access to the audit results does not constitute a BZP purchase
receipt or indicate in any way that the party possessing such access has rights
to or ownership of the purchased BZP tokens.
Prior to a
Purchaser selling BZP after the BZP token sale completion, such Purchaser shall
ensure that the buyer of any such BZP undertakes to comply with all the
provisions of these Terms as if such person were a Purchaser in the BZP token
sale.
5. The Company Will
Not Purchase BZP During the BZP Sale
The Company
warrants that neither it nor its shareholders will purchase BZP during the BZP
sale. Furthermore, the Company warrants that neither it nor its shareholders
will purchase BZP from any third party during the period of the BZP sale.
6. All purchases of
BZP are final
ALL PURCHASES OF BZP
ARE FINAL. PURCHASES OF BZP ARE NON-REFUNDABLE. BY PURCHASING BZP, THE
PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES,
DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY
BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING BZP
CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE
COMPANY AND/OR BZP, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL BZP FROM
SUCH BZP OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL
CRYPTOCURRENCY ASSETS OF THE COMPANY.
7. Taxation of BZP
and Taxation Related to the Token Sale
The Purchaser bears
the sole responsibility to determine if the purchase of BZP with BTC, LTC, ETH
or the potential appreciation or depreciation in the value of BZP over time has
tax implications for the Purchaser in the Purchaser's home jurisdiction. By
purchasing BZP, and to the extent permitted by law, the Purchaser agrees not to
hold any of the Company, its affiliates, shareholders, director, or advisors
liable for any tax liability associated with or arising from the purchase of BZP.
9. Privacy
The Purchasers may
be contacted by email by the Company. Such emails will be informational only.
The Company will not request any information from Purchasers in an email. See
our Privacy Policy available on the Website for additional information.
10. User Accounts
The Purchasers are
responsible for keeping account secure while using Service. Company offer tools
such as two-factor authentication to help maintain Purchasers account's
security, but the content of Purchasers account and its security are up to
Purchasers.
Purchasers are
responsible for all activity that occurs under account (even when the activity
is done by others who have accounts under Purchasers account).
Purchasers are
responsible for maintaining the security of their account and password. Bitzipp
cannot and will not be liable for any loss or damage from your failure to
comply with this security obligation.
Purchasers will
promptly notify Bitzipp if you become aware of any unauthorized use of, or
access to, company service through Purchasers account, including any
unauthorized use of Purchasers password or account.
11. Force Majeure
The BitZipp Team is
not liable for failure to perform solely caused by:
· unavoidable
casualty,
· delays in delivery
of materials,
· embargoes,
· government orders,
· acts of civil or
military authorities,
· acts by common
carriers,
· emergency
conditions (including weather conditions),
· security issues
arising from the technology used,
or any similar unforeseen
event that renders performance commercially implausible. If an event of force
majeure occurs, the party injured by the other's inability to perform may elect
to suspend the Terms, in whole or part, for the duration of the force majeure
circumstances. The party experiencing the force majeure circumstances shall
cooperate with and assist the injured party in all reasonable ways to minimize
the impact of force majeure on the injured party.
12. Limitations
Waiver of Liability
THE PURCHASER
ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE
LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES
OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, BZP
OR (ii) THE BITZIPP TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN
ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF
WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF
THE BITZIPP TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR
DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR
PURCHASE OF, OR INABILITY TO PURCHASE, BZP, OR ARISING OUT OF ANY INTERACTION WITH
THE SMART CONTRACT IMPLEMENTED IN RELATION TO BZP. THE PURCHASER FURTHER
SPECIFICALLY ACKNOWLEDGES THAT THE BITZIPP TEAM IS NOT LIABLE FOR THE CONDUCT
OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF BZP, AND THAT THE RISK OF
PURCHASING AND USING BZP RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT
PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE BZP
TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE
PAID TO THE COMPANY FOR THE PURCHASE OF BZP. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY
FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS
SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR,
NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR
EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE BITZIPP TEAM.
13. Complete
Agreement
These Terms set
forth the entire understanding between the Purchaser and the Company with
respect to the purchase and sale of BZP. For facts relating to the sale and
purchase, the Purchaser agrees to rely only on the Terms in determining
purchase decisions and understands that the Terms govern the sale of BZP and
supersede any public statements about the BZP token sale made by third parties
or by the BITZIPP Team or individuals associated with any of the BITZIPP Team,
past and present and during the BITZIPP token sale.
14. Severability
The Purchaser and
the Company agree that if any portion of these Terms is found illegal or
unenforceable, in whole or in part, such provision shall, as to such
jurisdiction, be ineffective solely to the extent of such determination of
invalidity or unenforceability without affecting the validity or enforceability
thereof in any other manner or jurisdiction and without affecting the remaining
provisions of the Terms, which shall continue to be in full force and effect.
15. No Waiver
The failure of the
Company to require or enforce strict performance by the Purchaser of any
provision of these Terms or the Company’s failure to exercise any right under
these Terms shall not be construed as a waiver or relinquishment of the
Company's right to assert or rely upon any such provision or right in that or
any other instance. The express waiver by the Company of any provision,
condition, or requirement of these Terms shall not constitute a waiver of any
future obligation to comply with such provision, condition or requirement.
Except as expressly and specifically set forth in these Terms, no
representations, statements, consents, waivers, or other acts or omissions by
the BitZipp Team shall be deemed a modification of these Terms nor be legally
binding.
16. Updates to the
Terms
The Company
reserves the right, at its sole discretion, to change, modify, add, or remove
portions of the Terms at any time during the sale by posting the amended Terms
on the Website. Any Purchaser will be deemed to have accepted such changes by
purchasing BZP. The Terms may not be otherwise amended except by express
consent of both the Purchaser and the Company.
17. Cooperation
with Legal Authorities
The Company will
cooperate with all law enforcement enquiries, subpoenas, or requests provided
they are fully supported and documented by the law in the relevant
jurisdictions.
18. Indemnification
To the fullest
extent permitted by applicable law, you will indemnify, defend and hold
harmless the BitZipp Team from and against all claims, demands, actions,
damages, losses, costs and expenses (including attorneys’ fees) that arise from
or relate to: (i) your purchase or use of BZP; (ii) your responsibilities or
obligations under these Terms; (iii) your violation of these Terms; or (iv)
your violation of any rights of any other person or entity.
The Company
reserves the right to exercise sole control over the defense, at your expense,
of any claim subject to indemnification under this Section 18. This indemnity
is in addition to, and not in lieu of, any other indemnities set forth in a
written agreement between you and the Company.
19. Security
You are responsible
for implementing reasonable measures for securing the wallet, vault or other
storage mechanism you use to receive and hold BZP purchased from the Company,
including any requisite private key(s) or other credentials necessary to access
such storage mechanism(s). If your private key(s) or other access credentials
are lost, you may lose access to your Tokens. The Company is not responsible
for any losses, costs or expenses relating to lost access credentials.
20. Language
Currently, only
English versions of any BITZIPP's communications is considered official. The
English version shall prevail in case of differences in translation.
21. Governing Law
The Terms, the
arbitration clause contained in them, and all non-contractual obligations
arising in any way whatsoever out of or in connection with these Terms are
governed by, construed, and take effect in accordance with English law.
22. Risks
By purchasing,
owning, and using BZP, you expressly acknowledge and assume the following risks:
1. Risk of
Losing Access to BZP Due to Loss of Private Key(s),
Custodial Error or Purchaser Error
A private key, or a
combination of private keys, is necessary to control and dispose of BZP stored
in your digital wallet or vault. Accordingly, loss of requisite private key(s)
associated with your digital wallet or vault storing BZP will result in loss of
such BZP. Moreover, any third party that gains access to such private key(s),
including by gaining access to login credentials of a hosted wallet service you
use, may be able to misappropriate your BZP. Any errors or malfunctions caused
by or otherwise related to the digital wallet or vault you choose to receive
and store BZP in, including your own failure to properly maintain or use such
digital wallet or vault, may also result in the loss of your BZP. Additionally,
your failure to follow precisely the procedures set forth in for buying and
receiving Tokens, including, for instance, if you provide the wrong address for
the receiving BZP, or provides an address that is not ERC-20 compatible, may
result in the loss of your Tokens.
2. Risks
Associated with the Ethereum Protocol
Because BZP and the
BitZipp platform are based on the Ethereum protocol, any malfunction, breakdown
or abandonment of the Ethereum protocol may have a material adverse effect on
the platform or BZP. Moreover, advances in cryptography, or technical advances
such as the development of quantum computing, could present risks to the BZP
and the platform, including the utility of the BZP for obtaining services, by
rendering ineffective the cryptographic consensus mechanism that underpins the
Ethereum protocol.
3. Risk of
Mining Attacks
As with other
decentralized cryptographic tokens based on the Ethereum protocol, BZP are
susceptible to attacks by miners in the course of validating BZP transactions
on the Ethereum blockchain, including, but not limited, to double-spend
attacks, majority mining power attacks, and selfish-mining attacks. Any
successful attacks present a risk to the platform and BZP, including, but not
limited to, accurate execution and recording of transactions involving BZP.
4. Risk of
Hacking and Security Weaknesses
Hackers or other
malicious groups or organizations may attempt to interfere with the platform or
BZP 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 platform is based on open-source
software, there is a risk that a third party or a member of the Company team
may intentionally or unintentionally introduce weaknesses into the core
infrastructure of the platform, which could negatively affect the platform and BZP,
including the utility of BZP for obtaining services.
5. Risks
Associated with Markets for BZP
If secondary
trading of Tokens is facilitated by third party exchanges, such exchanges may
be relatively new and subject to little or no regulatory oversight, making them
more susceptible to fraud or manipulation. Furthermore, to the extent that
third-parties do ascribe an external exchange value to BZP (e.g., as
denominated in a digital or fiat currency), such value may be extremely
volatile.
6. Risk of
Uninsured Losses
Unlike bank
accounts or accounts at some other financial institutions, BZP are uninsured
unless you specifically obtain private insurance to insure them. Thus, in the
event of loss or loss of utility value, there is no public insurer or private
insurance arranged by Company, to offer recourse to you.
7. Risks
Associated with Uncertain Regulations and Enforcement Actions
The regulatory
status of BZP and distributed ledger technology is unclear or unsettled in many
jurisdictions. It is difficult to predict how or whether regulatory agencies
may apply existing regulation with respect to such technology and its
applications, including the BITZIPP platform and BZP. It is likewise difficult
to predict how or whether legislatures or regulatory agencies may implement
changes to law and regulation affecting distributed ledger technology and its
applications, including the platform and BZP. Regulatory actions could
negatively impact the platform and BZP in various ways, including, for purposes
of illustration only, through a determination that the purchase, sale and delivery
of BZP constitutes unlawful activity or that BZP are a regulated instrument
that require registration or licensing of those instruments or some or all of
the parties involved in the purchase, sale and delivery thereof. The Company
may cease operations in a jurisdiction in the event that regulatory actions, or
changes to law or regulation, make it illegal to operate in such jurisdiction,
or commercially undesirable to obtain the necessary regulatory approval(s) to
operate in such jurisdiction.
8. Risks Arising
from Taxation
The tax
characterization of BZP is uncertain. You must seek your own tax advice in
connection with purchasing BZP, which may result in adverse tax consequences to
you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of
Competing platforms
It is possible that
alternative platforms could be established that utilize the same open source
code and protocol underlying the platform and attempt to facilitate services
that are materially similar to the BITZIPP services.
10. Risks
Arising from Lack of Governance Rights
Because BZP confer
no governance rights of any kind with respect to the BITZIPP platform or the
Company, all decisions involving the Company’s products or services within the
platform or the Company itself will be made by the Company at its sole
discretion. These decisions could adversely affect the platform and the utility
of any BZP you own, including their utility for obtaining services.
11. Unanticipated
Risks
Cryptographic
tokens such as BZP are a new and untested technology. In addition to the risks
included in this 22 part of these Terms, there are other risks associated with
your purchase, possession and use of BZP, including unanticipated risks. Such
risks may further materialize as unanticipated variations or combinations of
the risks discussed in this 22 part of these Terms.