Token Sale Agreement
Last updated: October 14th, 2022
By participating in the Token Sale, you agree that (i) you and the person that you represent (if any) shall be collectively referred to as the “Purchaser” or “Buyer” (as defined below), and (ii) these Terms and all documents incorporated by reference into these Terms constitute a legally binding agreement between the Company and each Purchaser (each a “Party” and collectively, the “Parties”). “Purchaser” or “Buyer” shall mean any person who participates in the Token Sale and in these Terms, a person shall be deemed to participate in the Token Sale if, for example, such person (i) submits any information to the Company for the purposes of participating in the Token Sale, (ii) pays (or attempts to pay) the Company for the Tokens, or (iii) receives Tokens pursuant to the Token Sale.
“Terms” shall mean this Token Sale Agreement and all Appendices and other documents incorporated by reference in these Terms. Additional definitions and terms used throughout this document will have the meaning assigned to them in the Token Sale Terms and Conditions (“T&C”) document attached hereto in Appendix D.
If you do not agree to these Terms or if you are in any doubt as to the action you should take, you should (i) consult your financial, legal, tax, technical or other professional advisors, (ii) immediately navigate away from the Services, and (iii) immediately cease all participation in the Token Sale.
If you have any question regarding these Terms, you may contact the Company by sending an email to Zena Ltd. at info@zena.io
The sales of the Tokens by the Company during the Token Sale shall be subject to these Terms.
“Terms” shall mean this Token Sale Agreement and all Appendices and other documents incorporated by reference in these Terms. Additional definitions and terms used throughout this document will have the meaning assigned to them in the Token Sale Terms and Conditions (“T&C”) document attached hereto in Appendix D.
If you do not agree to these Terms or if you are in any doubt as to the action you should take, you should (i) consult your financial, legal, tax, technical or other professional advisors, (ii) immediately navigate away from the Services, and (iii) immediately cease all participation in the Token Sale.
If you have any question regarding these Terms, you may contact the Company by sending an email to Zena Ltd. at info@zena.io
The sales of the Tokens by the Company during the Token Sale shall be subject to these Terms.
A. TERMS
1. Please read all the documents which form these Terms as specified in the T&C carefully before participation in this Token Sale. Note that Clause 9 of the T&C contains a binding arbitration clause and class action waiver, which, if applicable to you, affect your legal rights. If you do not agree to these Terms, do not use the Services or Use the Tokens in any manner and also do not participate in the Sale of the Tokens.
2. Your participation in the Token Sale is an indication of your understanding that the purchase of Tokens is not in any way a purchase of equity in/or debt from the Company or its associated entities.
3. The Tokens are issued at the sole discretion of the Company on submission of the requisite payment, completion of identification procedures (if applicable), submission of necessary documents and fulfilment of all terms specified in all documents included in these Terms. The Company may refuse to allocate or sell any Tokens even on fulfilment of all conditions without assigning any reason thereof.
4. PURCHASE LIMITATIONS. CITIZENS AND RESIDENTS OF THE UNITED STATES OF AMERICA, CANADA, PEOPLE'S REPUBLIC OF CHINA, SINGAPORE, THE DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA, THE DEMOCRATIC REPUBLIC OF THE CONGO, ERITREA, IRAN, LIBYA, SOMALIA, SOUTH SUDAN, SUDAN, SYRIA, OR YEMEN (collectively referred to as “Restricted Countries”) MAY NOT BE ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE BASED ON THE SOLE DISCRETION OF THE COMPANY. UNLESS WAIVED BY THE COMPANY, IF THE BUYER IS A NATURAL PERSON, THEN BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT HE/SHE IS NEITHER A CITIZEN NOR PERMANENT RESIDENT OF THE RESTRICTED COUNTRIES, NOR DOES HE/SHE HAVE A PRIMARY RESIDENCE OR DOMICILE IN THE RESTRICTED COUNTRIES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE RESTRICTED COUNTRIES (EXCLUDING HONG KONG SAR, MACAU, SAR, AND TAIWAN). UNLESS WAIVED BY THE COMPANY, IF BUYER IS A COMPANY OR LEGAL ENTITY (E.G. CORPORATION, PARTNERSHIP, ETC.), THEN BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT NONE OF THE OWNERS, DIRECTORS, OFFICERS, GENERAL PARTNERS, FOUNDERS, OR OPERATORS OF THE BUYER ARE CITIZENS OR PERMANENT RESIDENTS OF A RESTRICTED COUNTRY, NOR DO THEY HAVE A PRIMARY RESIDENCE OR DOMICILE IN A RESTRICTED COUNTRY, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE UNITED STATES. THE COMPANY SHALL RESERVE THE RIGHT TO REFUSE SELLING ZENA TOKENS TO ANY BUYER, INCLUDING IF COMPANY DETERMINES THAT BUYER DOES NOT MEET THE CRITERIA NECESSARY FOR BUYING ZENA TOKENS, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IT IS ALSO FORBIDDEN TO PURCHASE ZENA TOKENS USING FUNDS THAT CAME FROM ILLEGAL OR UNETHICAL SOURCES AND BY BUYING ZENA TOKENS HEREUNDER, THE BUYER REPRESENTS AND WARRANTS THAT HIS/HER FUNDS IN NO WAY CAME FROM ILLEGAL (INCLUDING PROCEEDS OF CRIME) OR UNETHICAL SOURCES, AND THAT NO TRANSACTIONS INVOLVING ZENA TOKENS WOULD BE USED TO FACILITATE ANY CRIMINAL OR ILLEGAL ACTIVITY.
5. RISK TEST COVENANT: BUYER COVENANTS HE/SHE IS NOT SUBJECT TO ANY RISK CAPITAL TEST APPLICABLE TO BUYERS IN CERTAIN U.S. STATES, AND THAT NO ZENA TOKENS ARE BEING USED OR ACQUIRED IN CONTRAVENTION OF APPLICABLE DOMESTIC SECURITIES RULES.
B. DISCLAIMERS
1. This document does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way.
2. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the Tokens.
3. The Token Sale is not a sale of a Company share of stock/derivative. It is a sale of a digital asset.
4. The purchase price of the Tokens is quoted in cryptocurrencies only and no determination of value in terms of fiat currency will be made.
5. The payment for the Tokens may be made by Users only in the Binance USD (“BUSD”), in the manner specified on the Website and/or these Terms.
6. The Tokens offers no rights to any profits of the Company.
7. The Tokens are not designed or disingenuously devised to facilitate the Buyer’s acquisition of stock or money, or to generate an expectation of profits for the Buyer.
8. The Tokens may or may not be listed on various secondary markets for trading. However, such trading is incidental and non-consequential to the primary purpose and service utility of Tokens on the ZENA Network.
9. The Company and its Affiliated Parties expressly disclaim any representation that the Company seeks to operate Tokens as an instrument of interstate commerce, “money”, or monetary instruments regulated by relevant governmental authorities inside or outside of Saint Vincent and the Grenadines.
10. By purchasing Tokens from any country during the Token Sale and/or using them in connection with the ZENA Network, you will be bound by this document and all terms incorporated by reference.
11. The Terms will not be construed against any party merely because the Terms or any provisions thereof were prepared by a particular party.
12. The Appendices “A”, “B”, “C” and “D” are each an integral part of this document and should be read together.
You agree to the above terms and disclaimers required to receive Tokens during this Token sale, including
Appendix A–Description of Company, Network and Tokens;
Appendix B–Token Sale Procedures and Specifications;
Appendix C–Certain Risks Relating to Purchase, Sale and Use of Tokens;
Appendix D–Token Sale Terms and Conditions;
and you specifically agree to the resolution of any dispute, controversy or claim by way of arbitration in accordance with Clause 9 of Appendix D.
Appendix A
Description of Company, Network and Tokens
1. Overview of Company and Affiliates
Zena Ltd. is a Saint Vincent and the Grenadines international business company whose business will include, but not be limited to, the development and operation of a peer-to-peer marketplace for services and a digital token ranking website.
2. Overview of Network and Tokens
The ZENA Network, once it is launched, will consist of (a) a peer-to-peer marketplace which allows users to pay for services using Tokens or other cryptocurrencies, (b) a digital token listing website which ranks cryptocurrencies or tokens of third-party issuers on the basis of votes each token has received on that website, and (c) other services which Company may provide through the ZENA Network from time to time at its discretion. Tokens enable use of the ZENA Network by serving as the token accepted for in-platform payments and the payment of transaction fees.
Further details pertaining to the ZENA Network may be found at https://www.zena.io/.
Appendix B
Token Sale Procedures and Specifications (“Procedures”)
TOKEN SALE PROCEDURES
1. Token Sale
(a) Subject to Clause 1.1 (e) of these Procedures, the Token Sale will each commence and end in accordance with the dates and times stated on the Website (as may be updated from time to time), provided that the Token Sale will end once the Company confirms that it has reached its maximum target of raising proceeds through the sales of the Tokens. For the purpose of ascertaining whether the Company has reached its maximum target, the Company may use such methodology as it considers appropriate.
(b) The
(i) price per Token, subject to the applicable discounts and bonuses, if any,
(ii) minimum and maximum purchase amount for each purchase transaction during the Token Sale,
(iii) Token vesting schedule,
(iv) Token receiving schedule. and
(v) any identity verification processes which may apply during the Token Sale,
shall be stated on the Website. Unless otherwise specified by the Company in writing, the price per Token is exclusive of all applicable taxes (including, without limitation, sales, use, withholding and income tax, but excluding tax on the net income of the Company).
(c) In the event that any of the Tokens made available for purchase during the Token Sale remain unsold at the end of the Token Sale, such Tokens may be burned. The Company reserves the right to undertake at any time additional Token Sales for use in the ZENA Network.
(d) Suspension or Cancellation
(i) The Company may, in its sole discretion, suspend the Token Sale at any time for security reasons or if required by the applicable laws. Any suspension of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published on the Website. The Company shall have the right to modify, at its sole discretion, any of the dates and times referred to in these Terms to account for such period of suspension.
(ii) The Token Sale may be cancelled by the Company, in its sole discretion, in any of the following circumstances:
(a) the Company considers that there are security reasons for cancelling the Token Sale;
(b) the Company is required by applicable laws to cancel the Token Sale;
(c) the Token Sale or the Company is required by applicable laws to do the following in order for the Token Sale to be carried: (i) obtain licensing or regulatory approval it does not have or (ii) materially restructure; and
(d) a Force Majeure event occurs and the Company does not expect the Force Majeure event to be resolved within ninety (90) days.
(iii) Any cancellation of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published on the Website.
(e) During any period of suspension or in the event that the Token Sale has ended or been cancelled, the Company will not be able to receive or accept any payment for the Tokens. Accordingly, any Purchaser who attempts to pay the Company for any purchase of the Tokens during such period risks losing their entire payment and the Company will not be responsible or liable for recovering or returning any such payment, nor liable for any losses incurred by the Purchaser in respect of the foregoing.
2. Procedures and Conditions for Purchase
(a) A Purchaser may purchase the Tokens on the Website during the Token Sale through the Website or such other locations as the Company may specify.
(b) In order to purchase the Tokens during the Token Sale, unless specified by the Company in writing, the Purchaser must:
(i) connect their external digital wallet to the Website in accordance with the procedures set out on the Website;
(ii) complete the KYC Checks required by the Company or GemPad, if any, to the satisfaction of the Company or GemPad;
(iii) comply with these Terms and all relevant instructions of the Company or GemPad, as provided on the Website or otherwise notified to such Purchaser from time to time; and maintain a fully operational and valid wallet which complies with the requirements prescribed by the Company or GemPad and whose address has not been blacklisted by the Company or GemPad. The Tokens purchased during the Token Sale shall be transferred into the wallet address provided by the Purchaser to GemPad.
(c) During the Token Sale, unless otherwise agreed by the Company in writing, purchases of the Tokens shall be payable in BUSD at the applicable BUSD price determined by the Company, as shall be specified on the Website. All payments for the Tokens must be made in accordance with the payment instructions provided on the Website. Failing compliance with the foregoing, (i) the Purchaser bears the risk that the Company may not receive the payment, and such payment shall be regarded as invalid, and (ii) the Company shall owe no obligation to the Purchaser. The Company reserves the right to adjust the price per Token, at its sole discretion, during the Token Sale.
(d) Each Purchaser shall comply with these Terms (in particular, the provisions in this Clause 1.2 of the Procedures). The Company shall not be responsible for any delays, losses, costs, non-delivery of the Tokens or other issues arising from any non-compliance.
(e) The Company is under no obligation to issue any replacement Tokens in the event that any Token or private key to any wallet is lost, stolen, malfunctioning, destroyed or otherwise inaccessible for any reason.
3. Subject to these Terms, the issue and the transfer of the Tokens to the respective wallets of the Purchasers will take place as soon as practicable after the completion of the Token Sale (as determined by the Company in its sole and absolute discretion) if not earlier, and after the Tokens have been claimed by the respective Purchasers in accordance with the procedures set out on the Website. In respect of any Tokens purchased by any Purchaser during the Token Sale, the issue and transfer of the Tokens to the Purchaser shall also be subject to the expiry of any applicable vesting period.
4. The Purchaser shall be responsible for implementing and maintaining adequate security measures for purchasing, storing and using the Tokens, including the safe-keeping of any private keys, identification or access credentials of the Purchaser’s wallet.
2. REFUND
2.1 All purchases of the Tokens from the Company during the Token Sale are final and, unless required by applicable law, provided for in these Terms, or if Company agrees to provide a refund at its sole discretion, there shall be no requirement for Company to refund some or all of the Token purchase price.
2.2 If Company agrees to provide a refund, the Company shall not be responsible for any delay or failure to perform such refund where such delay or failure arises from the relevant Purchaser failing to provide the Company with the requested information within the time stipulated by the Company.
Appendix C
Certain Risks Relating to Purchase, Sale and Use of Tokens
Important Note: None of the information presented in this Appendix C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Appendix C, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding and using Tokens, You expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in Your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with Your digital wallet or vault storing Tokens will result in loss of such Tokens. 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 Tokens.
Any errors or malfunctions caused by or otherwise related to the digital wallet address or vault you choose to receive and store Tokens in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of Your Tokens. Additionally, your failure to follow precisely the procedures set forth in these Terms for buying and receiving Tokens, including, for instance, if you provide the wrong address for receiving Tokens, or provide an address that is not BEP-20 compatible, may result in the loss of Your Tokens.
2. Risks Associated with the Binance Smart Chain Protocol
Because Tokens are based on the Binance Smart Chain protocol, any malfunction, breakdown or abandonment of the Binance Smart Chain protocol may have a material adverse effect on the ZENA Network or the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the ZENA Network, including the utility of the Tokens for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Binance Smart Chain protocol.
3. Risks Associated with GemPad
GemPad, a decentralized network protocol, will be used for the sale and purchase of Tokens during the Token Sale. GemPad will facilitate the distribution of Tokens to Users during the Token Sale through the use of smart contracts. The Company will not have custody of the Tokens that are made available for purchase during the Token Sale. The Company is not responsible for the operation of the GemPad protocol or the smart contracts which are used in connection with the distribution of Tokens.
The open-source structure of GemPad means that the protocol may be susceptible to developments by users or contributors which could damage the protocol and could affect the sale of the Tokens.
As an open-source project, GemPad will not be represented, maintained or monitored by an official organization or authority. Third parties may introduce weaknesses or bugs into the core infrastructure elements of GemPad which may negatively impact the protocol. Such events may result in a loss of trust in the security and operation of the protocol and could negatively impact the sale of the Tokens.The sale of Tokens through GemPad does not imply any endorsement by Company that such services are valid, legal, stable or otherwise appropriate. The Company is not responsible for any losses or other issues You might encounter purchasing Tokens through GemPad.
Due to the nature of decentralized network protocols, the Company is not able to monitor or confirm any purchase, sale, or transfer of the Tokens made through GemPad. Should You proceed to purchase any Tokens using GemPad, You agree that You do so at your own risk and peril and You further agree that You comply with all applicable rules and regulations related to the purchase of the Tokens using GemPad.
The Company does not warrant or represent that any information on the Website is accurate or reliable or that the GemPad protocol, the Website or Tokens will be free of errors or viruses, that defects will be corrected, or that the service or the server that makes them available is free of viruses or other harmful components. The Company shall not be liable for uninterrupted availability of the GemPad protocol or the Website at all times, in all countries and/or all geographic locations, or at any given time.
The Company does not guarantee the safety and conformity of the Website or services with any User expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from the Website and makes no warranties for the Website or respective service. The Company does not endorse any of the content, goods or services available on or through the Website, and assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through the Website.
4. Risks Associated with Open-Source Protocols
A cryptocurrency exchange which uses a decentralized exchange protocol, which facilitates automated transactions between cryptographic tokens on a blockchain through the use of smart contracts, may be used for the purchase or sale of Tokens after completion of the Token Sale.
The open-source structure of a decentralized exchange protocol means that the protocol may be susceptible to developments by users or contributors which could damage the protocol and could affect the utilization of the ZENA Network and the Tokens.
As an open-source project, a decentralized exchange protocol will not be represented, maintained or monitored by an official organization or authority. Third parties may introduce weaknesses or bugs into the core infrastructure elements of the decentralized exchange protocol which may negatively impact the protocol. Such events may result in a loss of trust in the security and operation of the protocol and a decline in user activity and could negatively impact the market price of the Tokens.
Due to the nature of decentralized network protocols, the Company is not able to monitor or confirm any purchase, sale, or transfer of the Tokens made through such a cryptocurrency exchange. Should You proceed to purchase any Tokens using a cryptocurrency exchange, You agree that You do so at your own risk and peril and You further agree that You comply with all applicable rules and regulations related to the purchase, sale, or transfer of the Tokens on the cryptocurrency exchange.
We cannot ensure the safety and integrity of any services related to any Tokens purchased, sold, or transferred through a decentralized exchange.
5. Risk of Validator Attacks
As with other decentralized cryptographic tokens based on a blockchain protocol, the Tokens are susceptible to attacks by network validators in the course of validating Token transactions on the blockchain, including, but not limited, to double-spend attacks. Any successful attacks present a risk to the ZENA Network and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
6. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the ZENA Network or the 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.
7. Token transactions are dependent on a decentralized community of miners and computer networks for its operations
The functionality of Tokens depends on the continued operations of the Binance Smart Chain blockchain, and their decentralized community of computer networks, miners and bakers, all of which are outside of the control of the Company. If such networks, miners and bakers fail to maintain their operations as expected, it could have a material adverse impact on Tokens and the ZENA Network.
8. Risks Associated with Markets for Tokens
The Tokens are intended to be used within the ZENA Network, and Company may not support or otherwise facilitate any secondary trading or external valuation of Tokens. This may restrict the contemplated avenues for using Tokens to the provision or receipt of services on the ZENA platform, and could therefore create illiquidity risk with respect to the Tokens You hold. Even 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 Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Any cryptographic tokens that possess value in public markets, such as Bitcoin or Ether, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You should be prepared to expect similar fluctuations, both down and up, in the price of the Tokens You hold denominated in cryptocurrency (e.g. BUSD) or fiat currencies of any jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. The Company cannot and does not guarantee market liquidity for Tokens. You may not be able to sell Tokens in any markets and You may experience volatility in pricing.
A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Tokens. For example, a security breach that affects user confidence in Bitcoin may affect the industry as a whole and may also cause the price of the Tokens and other blockchain assets to fluctuate.Risk of Uninsured LossesUnlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless You specifically obtain private insurance to insure them. Thus, in the event of loss of Tokens or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by Us, to offer recourse to You.
9. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Tokens 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 ZENA Network and the Tokens. 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 ZENA Network and the Tokens. Regulatory actions could negatively impact the ZENA Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires 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.
10. Risks Arising from Taxation
The tax characterization of Tokens is uncertain. You must seek Your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to You, including withholding taxes, income taxes and tax reporting requirements.
11. Risk of Alternative Networks
It is possible that alternative networks could be established that utilize any open source code and protocol underlying the ZENA Network and attempt to facilitate services that are materially similar to the services provided by the ZENA Network. The ZENA Network may compete with these alternative networks, which could negatively impact the ZENA Network and Tokens.
12. Risk of Insufficient Interest in the Network or Distributed Applications
It is possible that the ZENA Network will not be used by a large number of individuals, companies and other entities and that there will be limited public interest in the creation and development of distributed ledger technologies more generally. Such a lack of use or interest could negatively impact the development of the ZENA Network and therefore the potential utility of Tokens.
13. Risks Associated with the Development and Maintenance of the ZENA Network
Although we intend to take commercially reasonable steps toward promoting the benefits of the ZENA Network, it is possible that the Tokens or ZENA Network, as further developed and maintained, may not meet Your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop, complete, and maintain the ZENA Network, it is still possible that the ZENA Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the ZENA Network and Tokens.
It is possible that even if the Tokens and the ZENA Network are fully functional, You may not be able to participate in any intended or implied projects and use Your Tokens. While every effort will be made to keep the ZENA Network functioning, it may have to be closed down or not perform as expected, which may negatively impact the ZENA Network and Tokens.
15. Risk of Dissolution of the Company or Network
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of BUSD (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of commercial relationships, lack of use of the ZENA Network, or intellectual property ownership challenges, the ZENA Network may no longer operate and/or the Company may dissolve.
16. Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the ZENA Network or the Company, all decisions involving the Company’s products or services within the ZENA Network or the Company itself will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the ZENA Network, to create and sell more Tokens for use in the ZENA Network, or to sell or liquidate the Company. These decisions could adversely affect the ZENA Network and the utility of any Tokens that You hold.
17. Risks Involving Cloud Computing and Storage
Since the ZENA Network may use third-party cloud computing and storage providers, the ZENA Network is susceptible to a number of risks related to the storage of data in the cloud, which may be compromised in the event of a cyber-attack or other malicious activity. Similarly, the ZENA Network may be interrupted and become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the ZENA Network, there is the risk that the ZENA Network may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices with the ZENA Network. The risk that the ZENA Network may face interruptions and security vulnerabilities could adversely affect the ZENA Network and therefore the future utility of any Tokens that You hold.
18. The Company is not responsible for any use, purchase, or sale of Tokens on third-party platforms
Tokens run on the Binance Smart Chain blockchain. This means that third parties can support Tokens on their platforms without the Company’s authorization and can facilitate the purchase and sale of Tokens. Tokens support on any third-party platform does not imply any endorsement by Company that such third-party services are valid, legal, stable or otherwise appropriate. The Company is not responsible for any losses or other issues you might encounter using, purchasing, or selling Tokens on third-party platforms.
19. You are solely responsible for all outcomes resulting from sending and receiving Tokens to third parties
If you send Tokens to any third-party address, such transaction is completed on the Binance Smart Chain blockchain. This means that such transaction is irreversible and the Company does not have the ability to reverse or recall any transaction once initiated. Once you send Tokens to a third-party address, you accept the risk that you may lose access to, and any claim on, that Tokens indefinitely or permanently. For example, (a) an address may have been entered incorrectly and the true owner of the address may never be discovered, (b) you may not have (or subsequently lose) the private key associated with such address, (c) an address may belong to an entity that will not return the Tokens, (d) an address belongs to an entity that may return the Tokens but first requires action on your part, such as verification of your identity.
20. You are solely responsible for compliance with local laws
You agree that Company is not responsible for determining whether or which laws may apply to your transactions, including tax laws or securities laws. You are solely responsible for complying with applicable law, including reporting and paying any taxes arising from your purchase of Tokens. It is your responsibility to determine whether you are permitted by the laws of your local jurisdiction to purchase Tokens and shall not purchase Tokens if such purchase would breach such laws.
21. Your ability to transfer Tokens may be subject to restrictions
Your Tokens may be subject to temporary resale restrictions or a vesting schedule, as laid out in these Terms. This means that you may not be able to transfer purchased Tokens outside of your wallet for a period of time.
In respect of any Tokens purchased during the Token Sale, the issue and transfer of Tokens to You, and your ability to transfer purchased Tokens, shall be subject to the expiry of any applicable vesting period, which may be stated on the Website. Furthermore, You may not be able to transfer any Tokens purchased during the Token Sale until a liquidity pool has been established with respect to the Token.
This could create illiquidity risk with respect to the Tokens that You purchase or hold.
22. Unanticipated Risks
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Appendix C, there are other risks associated with Your purchase, holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Appendix C.
Appendix D
Token Sale Terms and Conditions
These Token Sale Terms and Conditions (“T&C”) affect Your legal rights and obligations which include but are not limited to waivers of specific rights and limitation of liability. The sales of the Tokens by the Company during the Token Sale shall be subject to these T&C. Please read and understand them carefully before You move ahead. If You do not agree to any of these T&C then You should immediately cease the use of the ZENA Network and refrain from use, purchase, sale or conduct of any transaction, whether online or offline, related to ZENA tokens (“Token(s)”).
1. Introduction
1.1 This T&C constitutes a legally binding agreement between the Company and any and all Users as defined herein in the Definitions (Clause 2 of the T&C).
1.2 Every person accessing the Services or purchasing or using the Token shall comply with the T&C. Continued usage of the Services or the purchase or use of the Token means that the User complies with the provisions of these T&C and any and all accompanying documents and provides valid consent to the same as per the laws applicable to You.
1.3 If any User does not agree with these T&C in general or any part thereof, such Users shall refrain from the use of the Services and of the Tokens in any form.
2. Definitions
The terms defined below in this section will have the meaning assigned to them here throughout this entire document unless explicitly mentioned otherwise:Token
(a) “Affiliated Parties” means any persons or entities that act on behalf of Company, including, but not limited to, employees, officers, directors, and contractors of the Company.
(b) “Applicable Law” means the laws of Saint Vincent and the Grenadines.
(c) “Binance Smart Chain” means a blockchain network with smart contract capabilities and which runs in parallel to the Binance Chain.
(d) “Company”, “We”, “Us”, or “Our” means Zena Ltd., a Saint Vincent and the Grenadines international business company. The Company is not a financial entity, investment entity, investment advisor, financial consultant or a partner, employer, agent or advisor for any User.
(e) “GemPad” means the GemPad decentralized network protocol which will be used for the purchase of Tokens during the Token Sale.
(f) “KYC Checks” means know-your-customer checks as required by applicable laws and regulations, including but not limited to any applicable anti-money laundering rules and any applicable countering the financing of terrorism rules.
(g) “Party” refers to either the Company or the User who are bound by these T&C and “Parties” refer to both of them together.
(h) “Token” means the ZENA token, a BEP-20 blockchain asset programmed using a smart contract that is compatible with the Binance Smart Chain blockchain and is intended to be the native token for the ZENA Network.
(i)“Token Sale” means an offering to eligible Users to purchase Tokens. The Tokens are available in the Token Sale for a limited period of time.
(j) “Use” means use of the Services in any manner and/or use of the Token(s) in any manner, which may include User’s sale, purchase, mining or transfer of Tokens.
(k) “User” (also referred to as “You” or “Your” as required) means any person, who uses the Services and/or Token. The Company reserves its right to set forth at any time upon its own discretion special eligibility or other requirements to certain Users to participate in a certain phase of Token Sale (i.e. accredited participants, etc.) as shall be mentioned on the Website.
(l) “Website” means the Company’s Token Sale page on the GemPad website (located at https://gempad.app/).
(m) “ZENA Network” or “Services” means a software platform(s) that consists of (i) a peer-to-peer service-based marketplace which allows platform users to exchange cryptocurrency for various services, (ii) a digital token listing website which ranks cryptocurrencies or tokens of third-party issuers on the basis of votes each token has received on that website, and (iii)Token other services which Company may provide from time to time at its discretion. The ZENA Network is not an investment platform or stock exchange. Tokens are used to purchase services on the ZENA Network, amongst other utility features.
3. General Provisions and Notes
3.1 Important Note for citizens and residents of, and the people domiciled in (“Residents”) of United States of America, Canada, China, Singapore, the Democratic People’s Republic of Korea, The Democratic Republic Of The Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan, Syria, and Yemen, and their overseas territories or possessions (“Restricted States”): Residents of Restricted States may not be eligible and may not be allowed to participate in the Token Sale owing to regulatory issues, at the sole discretion of the Company. The restrictions on Use of the Services and Tokens remain at all stages and such persons may not be eligible to obtain the Tokens through any manner or any transaction. The above-mentioned restrictions also extend to companies or other legal entities which have directors, officers, shareholders, partners, founders, operators, or principals (“Principal”) who are Residents of the Restricted States. Unless waived by the Company, Your continued Use of the Services and/or the Tokens means that (a) You are not a Resident of a Restricted State (if You are a natural person), and (b) You do not have a Principal who is a Resident of a Restricted State (if You are a company or other legal entity). If you do not meet either of these conditions, You must not purchase Tokens and should immediately cease to Use the Services and/or Tokens.
3.1 The User acknowledges and accepts that the Company reserves the right, at its own and complete discretion and at any time to modify or to temporarily or permanently suspend or eliminate the Services, and/or disable any access to the Services for any reason.
By purchasing Tokens or using the Services, each User covenants, represents, and warrants that (under the Applicable Law and law of the jurisdiction the User is a Resident of):
(a) they are of an age of majority to enter into these Terms (at least 18 years of age);
(b) they meet all other eligibility and residency requirements, and are fully able and legally competent to use the Services, enter into agreement with the Company and in doing so will not violate any other agreement to which they are a party;
(c) they have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and blockchain-based systems, as well as full understanding of their framework, and they are aware of the merits, risks and any restrictions associated with cryptographic tokens (their purchase and use), cryptocurrencies and blockchain-based systems, know how to manage such risks, and are solely responsible for any evaluations based on such knowledge;
(d) if they are a corporation, governmental organization or other legal entity, the person entering into this agreement has the right, power and authority to enter into this agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms;
(e) they will not be purchasing Tokens or using the Services for any illegal activity, including but not limited to money laundering and the financing of terrorism;
(f) they have reviewed the Terms and have had an opportunity to obtain legal advice in relation to such Terms;
(g) unless waived by the Company, they are not a Resident of the Restricted States as specified in section 3.1 of these T&C.
3.4 By purchasing Tokens, the User represents and warrants that the User’s purchase of the Tokens: (a) complies with all applicable laws and regulations of the jurisdiction the User is Resident of, as applicable, including any relevant exchange control permission (an “Applicable Jurisdiction”) and (b) does not give rise to any obligation of the Company to (i) prepare and file a prospectus or similar document in the Applicable Jurisdiction, (ii) register the Tokens in the Applicable Jurisdiction, or (iii) be registered with or to file any report, disclosure or notice with any governmental authority. If required by the laws of the Applicable Jurisdiction, the User is purchasing the Tokens pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Applicable Jurisdiction or, if such is not applicable, the User is permitted to purchase the Tokens under the applicable securities laws of the Applicable Jurisdiction without the need to rely on an exemption.
3.5 Before using the Services, User is obliged to read carefully and agree to any legal documents that govern User’s use of Services, including those found on Company’s website (e.g. terms of use, privacy policy).
3.6 The Services may contain links to third-party websites and services. Such links are provided for the User’s convenience, but their presence does not mean that they are recommended by the Company. The Company does not guarantee their safety and conformity with any User expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from another website and makes no warranties for that website or respective service. The Company assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and resources.
4. Use of External Wallets for Sale of Tokens and Use of Tokens
4.1 If You complete the procedures prescribed under these Terms, including any procedures set out on the Website, You may connect your external digital wallet (“Wallet”) to the Website for the purpose of participation in the Token Sale. This connection of your Wallet to the Website is being made at Your sole request.
4.2 You hereby expressly consent that you are solely responsible for the use of Your private key for Your Wallet, and for any actions done during any use of Your Wallet. You agree to keep Your private key confidential. You are solely responsible for any loss or damage You or We may face as a result of Your failure to do so.
5. Indemnity
5.1 To the extent allowable under Applicable Law, the User shall indemnify, defend, and hold the Company and/or its subsidiaries, Affiliated Parties, and their successors and permitted assignees, harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Company arising out of the User’s acquisition or Use of Tokens, a breach of any warranty, representation, or obligation of the User hereunder, the User’s violation of any rights of any other person or entity, or any act or omission of the User that is negligent, unlawful, or constitutes willful misconduct.
6. Exclusion of Warranties and Limitation of Liability Clause
6.1 To the maximum extent permitted by the Applicable Law and the laws of any Applicable Jurisdictions, the Services and the Tokens are provided on an “as is” and “as available” basis and without any warranties or representations of any kind, either expressed or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. You assume all responsibility and risk with respect to Your use of the Services and buying of any number of Tokens and their use.
6.2 You hereby expressly agree that, to the maximum extent permitted by Applicable Law the laws of any Applicable Jurisdictions, the Company or its Affiliated Parties shall not be liable for any damage or loss whatsoever (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), arising out of or in connection with these Terms, or resulting from any of the risks described in Appendix C of these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Company has been advised of the possibility of such loss or damage.
7. Disclaimers
7.1 We make no representations or warranties, whether express or implied, and assume no liability or responsibility for the proper performance of any services, online cryptocurrency services, assets or platforms and/or the information, images or audio contained or related to the Services. You use all of the above mentioned at Your own risk.
7.2 We will take reasonable steps to exclude any viruses from the Services, but cannot guarantee or warrant that any material available for downloading from the Services will be free from infection, viruses and/or other code that has contaminating or destructive properties and accordingly no liability is accepted for viruses.
7.3 The Company or any of its Affiliated Parties is not a financial institution and is currently not under supervision of any financial supervisory authority, and is not currently licensed or registered in any jurisdiction as a dealer, adviser, investment fund manager, marketplace, alternative trading system, investment company, or otherwise licensed or registered with any securities regulatory authority. We do not provide any licensed financial services, such as investment services, financial advisory, money changing, banking, fund management or investment advice. The Token Sale is not a public offering of equity or debt. The Tokens have not been registered or qualified by a prospectus under the securities laws or regulations of any jurisdiction.
7.4 This document or any other document, produced and signed by the Company, as well as the Services, and any of their content does not constitute an offer or solicitation to sell shares or securities.
7.5 None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Services and the Tokens are not and do not offer and shall not be construed as an investment or financial product.
7.6 There are no warranties and/or guarantees given that Tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with respect to the capacity (volume) of such potential exchange. It is explicitly cautioned that such exchange, if any, might be subject to poorly understood regulatory oversight, and We do not give any warranties in regard to any exchange services providers. In any case, We will not enable the exchange of Tokens for fiat currency. You may not, at any given time, be able to acquire or dispose of the Tokens due to potential lack of liquidity.
7.7 You acknowledge that neither the Company, its Affiliated Parties, nor any of their directors or other representatives have provided You with any financial or tax-related advice. You have consulted to the extent deemed appropriate by You with Your own advisors as to the financial, tax, legal, and related matters concerning a purchase of the Tokens and solely on that basis You believe that Your purchase of Tokens is suitable and appropriate.
8. Intellectual Property Rights
In no way shall these T&C entitle any User to any intellectual property of the Company, including the intellectual property rights for the Services and all text, graphics, user interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Services. Arrangement of such content is owned by the Company and is protected by national and international intellectual property rights protection laws.
9. Applicable Law and Dispute Resolution
9.1 All questions concerning the construction, validity, enforcement and interpretation of these Terms shall be governed by and construed and enforced in accordance with the laws of Saint Vincent and the Grenadines (Applicable Law).
9.2 To resolve any dispute, controversy or claim between them arising out of or relating to any of these Terms, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than ninety (90) days following written notification of such controversy or claim to the other Party. Each Party will notify the other Party in writing of any Disputes (as defined below) within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Disputes informally. Notice to Company shall be sent by email to Company at info@zena.io. Notice to You shall be either posted through the Services or, if available, will be sent by email to any email address You provided in connection with Your purchase of Tokens or use of the Services. Your notice to Us must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Disputes, and (iii) the specific relief that You are seeking. In case the Dispute can not be solved through negotiation, the Parties will move for binding arbitration.
9.3 Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, know-how, logos, trade secrets or patents, You and Company (i) waive Your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive Your and Company’s respective rights to a jury trial. Instead, You and Company will arbitrate Disputes through binding arbitration, which is the referral of a Disputes to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court.
9.4 The Parties waive all their rights to claim class arbitrations, class actions or representative actions. Any Disputes arising out of or related to these Terms is personal to You and Company and will be resolved solely through individual arbitration 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.
9.5 The enforceability of this Clause 9 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Chamber of Commerce (“ICC”) Rules of Arbitration, to the maximum extent permitted by applicable law.
9.6 Any arbitration will occur in Kingstown, Saint Vincent and The Grenadines. The arbitration will be conducted confidentially by a single arbitrator appointed by Company in accordance with the rules of the ICC Rules of Arbitration, which are hereby incorporated by reference. The courts located in Kingstown, Saint Vincent and The Grenadines, will have exclusive jurisdiction over any challenges (to the limited extent legally possible) and the enforcement of an arbitration decision.
9.7 Under these Terms and the applicable ICC Rules of Arbitration, and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
9.8 The ICC Rules of Arbitration and additional information about the ICC are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. By agreeing to be bound by these Terms, You either (i) acknowledge and agree that You have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive Your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.
9.9 If any term, clause or provision of this Clause 9 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Clause 9 will remain valid and enforceable. Further, the waivers set forth in Clause 9.4 above are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
10. Additional Provisions
Complete Agreement: These Terms are the final, complete, and entire agreement of the parties. There are no other promises or conditions in any other agreement, oral or written. These Terms supersede any prior written agreements or oral agreements between the Parties.
Severability: If any term, clause, or provision of these T&C is held unlawful, void, or unenforceable, then that term, clause or provision will be severable from these T&C and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause, or provision of these T&C.
No Waiver: The failure of the Company to require or enforce strict performance by the Buyer of any provision of these Terms or 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 T&C 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 this these T&C, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these T&C nor be legally binding, unless documented in writing, and executed by the User and a duly appointed officer, employee, or agent of the Company.
Force Majeure: The Company 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) incompatible with safety or good quality workmanship, 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 these 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.
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.
State Policies: Purchases of the Tokens during the Token Sale may be subject to the completion of the KYC Checks to the satisfaction of the Company. In relation to the KYC Checks, each Purchaser hereby agrees:
to promptly comply and cooperate with all requests for information (for example, the Purchaser’s identity, place of residence, and source of funds) by the Company or its service provider for the purposes of the KYC Checks;
to ensure that all information provided to the Company or its service provider in connection with the Purchaser’s participation in the Token Sale is accurate and not misleading, and to promptly notify the Company or its service provider of any change to the information supplied by the Company; and,
that the Company may (i) disclose any information relating to, or provided by, the Purchaser to the service providers performing the KYC Checks on behalf of the Company, the developer of the ZENA Network, any governmental or regulatory authority, or to any other person as may be required by any applicable laws, and (ii) report any suspicious transaction, as determined in its or its service provider’s sole discretion, to any relevant governmental or regulatory authority.
Updates: The Terms may be updated with or without notice from time to time and the version available on the Services on a given date will be considered as the governing document for any incidents arising on that date. An update of the Terms on the Services will be considered as valid notice to everyone and all users and interested parties are requested to visit the Services regularly to update themselves about the latest updates to the Terms. In the event of any conflict or inconsistency between the provisions of these Terms and any terms and conditions published on the Services from time to time pertaining to Services, the latter terms and conditions will govern.
Interpretation: The Terms will not be interpreted against one Party merely as it was drafted by the Party.
Construction: For purposes of the Terms, whenever the context requires:
the singular number shall include the plural, and vice versa;
the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders; and
the words include and including, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words without limitation.
Assignment: The User shall not assign these Terms, either in whole or in part, without the express prior written consent of the Company. Any such attempted assignment shall be void.
1. Please read all the documents which form these Terms as specified in the T&C carefully before participation in this Token Sale. Note that Clause 9 of the T&C contains a binding arbitration clause and class action waiver, which, if applicable to you, affect your legal rights. If you do not agree to these Terms, do not use the Services or Use the Tokens in any manner and also do not participate in the Sale of the Tokens.
2. Your participation in the Token Sale is an indication of your understanding that the purchase of Tokens is not in any way a purchase of equity in/or debt from the Company or its associated entities.
3. The Tokens are issued at the sole discretion of the Company on submission of the requisite payment, completion of identification procedures (if applicable), submission of necessary documents and fulfilment of all terms specified in all documents included in these Terms. The Company may refuse to allocate or sell any Tokens even on fulfilment of all conditions without assigning any reason thereof.
4. PURCHASE LIMITATIONS. CITIZENS AND RESIDENTS OF THE UNITED STATES OF AMERICA, CANADA, PEOPLE'S REPUBLIC OF CHINA, SINGAPORE, THE DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA, THE DEMOCRATIC REPUBLIC OF THE CONGO, ERITREA, IRAN, LIBYA, SOMALIA, SOUTH SUDAN, SUDAN, SYRIA, OR YEMEN (collectively referred to as “Restricted Countries”) MAY NOT BE ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE BASED ON THE SOLE DISCRETION OF THE COMPANY. UNLESS WAIVED BY THE COMPANY, IF THE BUYER IS A NATURAL PERSON, THEN BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT HE/SHE IS NEITHER A CITIZEN NOR PERMANENT RESIDENT OF THE RESTRICTED COUNTRIES, NOR DOES HE/SHE HAVE A PRIMARY RESIDENCE OR DOMICILE IN THE RESTRICTED COUNTRIES, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE RESTRICTED COUNTRIES (EXCLUDING HONG KONG SAR, MACAU, SAR, AND TAIWAN). UNLESS WAIVED BY THE COMPANY, IF BUYER IS A COMPANY OR LEGAL ENTITY (E.G. CORPORATION, PARTNERSHIP, ETC.), THEN BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT NONE OF THE OWNERS, DIRECTORS, OFFICERS, GENERAL PARTNERS, FOUNDERS, OR OPERATORS OF THE BUYER ARE CITIZENS OR PERMANENT RESIDENTS OF A RESTRICTED COUNTRY, NOR DO THEY HAVE A PRIMARY RESIDENCE OR DOMICILE IN A RESTRICTED COUNTRY, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE UNITED STATES. THE COMPANY SHALL RESERVE THE RIGHT TO REFUSE SELLING ZENA TOKENS TO ANY BUYER, INCLUDING IF COMPANY DETERMINES THAT BUYER DOES NOT MEET THE CRITERIA NECESSARY FOR BUYING ZENA TOKENS, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IT IS ALSO FORBIDDEN TO PURCHASE ZENA TOKENS USING FUNDS THAT CAME FROM ILLEGAL OR UNETHICAL SOURCES AND BY BUYING ZENA TOKENS HEREUNDER, THE BUYER REPRESENTS AND WARRANTS THAT HIS/HER FUNDS IN NO WAY CAME FROM ILLEGAL (INCLUDING PROCEEDS OF CRIME) OR UNETHICAL SOURCES, AND THAT NO TRANSACTIONS INVOLVING ZENA TOKENS WOULD BE USED TO FACILITATE ANY CRIMINAL OR ILLEGAL ACTIVITY.
5. RISK TEST COVENANT: BUYER COVENANTS HE/SHE IS NOT SUBJECT TO ANY RISK CAPITAL TEST APPLICABLE TO BUYERS IN CERTAIN U.S. STATES, AND THAT NO ZENA TOKENS ARE BEING USED OR ACQUIRED IN CONTRAVENTION OF APPLICABLE DOMESTIC SECURITIES RULES.
B. DISCLAIMERS
1. This document does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way.
2. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the Tokens.
3. The Token Sale is not a sale of a Company share of stock/derivative. It is a sale of a digital asset.
4. The purchase price of the Tokens is quoted in cryptocurrencies only and no determination of value in terms of fiat currency will be made.
5. The payment for the Tokens may be made by Users only in the Binance USD (“BUSD”), in the manner specified on the Website and/or these Terms.
6. The Tokens offers no rights to any profits of the Company.
7. The Tokens are not designed or disingenuously devised to facilitate the Buyer’s acquisition of stock or money, or to generate an expectation of profits for the Buyer.
8. The Tokens may or may not be listed on various secondary markets for trading. However, such trading is incidental and non-consequential to the primary purpose and service utility of Tokens on the ZENA Network.
9. The Company and its Affiliated Parties expressly disclaim any representation that the Company seeks to operate Tokens as an instrument of interstate commerce, “money”, or monetary instruments regulated by relevant governmental authorities inside or outside of Saint Vincent and the Grenadines.
10. By purchasing Tokens from any country during the Token Sale and/or using them in connection with the ZENA Network, you will be bound by this document and all terms incorporated by reference.
11. The Terms will not be construed against any party merely because the Terms or any provisions thereof were prepared by a particular party.
12. The Appendices “A”, “B”, “C” and “D” are each an integral part of this document and should be read together.
You agree to the above terms and disclaimers required to receive Tokens during this Token sale, including
Appendix A–Description of Company, Network and Tokens;
Appendix B–Token Sale Procedures and Specifications;
Appendix C–Certain Risks Relating to Purchase, Sale and Use of Tokens;
Appendix D–Token Sale Terms and Conditions;
and you specifically agree to the resolution of any dispute, controversy or claim by way of arbitration in accordance with Clause 9 of Appendix D.
Appendix A
Description of Company, Network and Tokens
1. Overview of Company and Affiliates
Zena Ltd. is a Saint Vincent and the Grenadines international business company whose business will include, but not be limited to, the development and operation of a peer-to-peer marketplace for services and a digital token ranking website.
2. Overview of Network and Tokens
The ZENA Network, once it is launched, will consist of (a) a peer-to-peer marketplace which allows users to pay for services using Tokens or other cryptocurrencies, (b) a digital token listing website which ranks cryptocurrencies or tokens of third-party issuers on the basis of votes each token has received on that website, and (c) other services which Company may provide through the ZENA Network from time to time at its discretion. Tokens enable use of the ZENA Network by serving as the token accepted for in-platform payments and the payment of transaction fees.
Further details pertaining to the ZENA Network may be found at https://www.zena.io/.
Appendix B
Token Sale Procedures and Specifications (“Procedures”)
TOKEN SALE PROCEDURES
1. Token Sale
(a) Subject to Clause 1.1 (e) of these Procedures, the Token Sale will each commence and end in accordance with the dates and times stated on the Website (as may be updated from time to time), provided that the Token Sale will end once the Company confirms that it has reached its maximum target of raising proceeds through the sales of the Tokens. For the purpose of ascertaining whether the Company has reached its maximum target, the Company may use such methodology as it considers appropriate.
(b) The
(i) price per Token, subject to the applicable discounts and bonuses, if any,
(ii) minimum and maximum purchase amount for each purchase transaction during the Token Sale,
(iii) Token vesting schedule,
(iv) Token receiving schedule. and
(v) any identity verification processes which may apply during the Token Sale,
shall be stated on the Website. Unless otherwise specified by the Company in writing, the price per Token is exclusive of all applicable taxes (including, without limitation, sales, use, withholding and income tax, but excluding tax on the net income of the Company).
(c) In the event that any of the Tokens made available for purchase during the Token Sale remain unsold at the end of the Token Sale, such Tokens may be burned. The Company reserves the right to undertake at any time additional Token Sales for use in the ZENA Network.
(d) Suspension or Cancellation
(i) The Company may, in its sole discretion, suspend the Token Sale at any time for security reasons or if required by the applicable laws. Any suspension of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published on the Website. The Company shall have the right to modify, at its sole discretion, any of the dates and times referred to in these Terms to account for such period of suspension.
(ii) The Token Sale may be cancelled by the Company, in its sole discretion, in any of the following circumstances:
(a) the Company considers that there are security reasons for cancelling the Token Sale;
(b) the Company is required by applicable laws to cancel the Token Sale;
(c) the Token Sale or the Company is required by applicable laws to do the following in order for the Token Sale to be carried: (i) obtain licensing or regulatory approval it does not have or (ii) materially restructure; and
(d) a Force Majeure event occurs and the Company does not expect the Force Majeure event to be resolved within ninety (90) days.
(iii) Any cancellation of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published on the Website.
(e) During any period of suspension or in the event that the Token Sale has ended or been cancelled, the Company will not be able to receive or accept any payment for the Tokens. Accordingly, any Purchaser who attempts to pay the Company for any purchase of the Tokens during such period risks losing their entire payment and the Company will not be responsible or liable for recovering or returning any such payment, nor liable for any losses incurred by the Purchaser in respect of the foregoing.
2. Procedures and Conditions for Purchase
(a) A Purchaser may purchase the Tokens on the Website during the Token Sale through the Website or such other locations as the Company may specify.
(b) In order to purchase the Tokens during the Token Sale, unless specified by the Company in writing, the Purchaser must:
(i) connect their external digital wallet to the Website in accordance with the procedures set out on the Website;
(ii) complete the KYC Checks required by the Company or GemPad, if any, to the satisfaction of the Company or GemPad;
(iii) comply with these Terms and all relevant instructions of the Company or GemPad, as provided on the Website or otherwise notified to such Purchaser from time to time; and maintain a fully operational and valid wallet which complies with the requirements prescribed by the Company or GemPad and whose address has not been blacklisted by the Company or GemPad. The Tokens purchased during the Token Sale shall be transferred into the wallet address provided by the Purchaser to GemPad.
(c) During the Token Sale, unless otherwise agreed by the Company in writing, purchases of the Tokens shall be payable in BUSD at the applicable BUSD price determined by the Company, as shall be specified on the Website. All payments for the Tokens must be made in accordance with the payment instructions provided on the Website. Failing compliance with the foregoing, (i) the Purchaser bears the risk that the Company may not receive the payment, and such payment shall be regarded as invalid, and (ii) the Company shall owe no obligation to the Purchaser. The Company reserves the right to adjust the price per Token, at its sole discretion, during the Token Sale.
(d) Each Purchaser shall comply with these Terms (in particular, the provisions in this Clause 1.2 of the Procedures). The Company shall not be responsible for any delays, losses, costs, non-delivery of the Tokens or other issues arising from any non-compliance.
(e) The Company is under no obligation to issue any replacement Tokens in the event that any Token or private key to any wallet is lost, stolen, malfunctioning, destroyed or otherwise inaccessible for any reason.
3. Subject to these Terms, the issue and the transfer of the Tokens to the respective wallets of the Purchasers will take place as soon as practicable after the completion of the Token Sale (as determined by the Company in its sole and absolute discretion) if not earlier, and after the Tokens have been claimed by the respective Purchasers in accordance with the procedures set out on the Website. In respect of any Tokens purchased by any Purchaser during the Token Sale, the issue and transfer of the Tokens to the Purchaser shall also be subject to the expiry of any applicable vesting period.
4. The Purchaser shall be responsible for implementing and maintaining adequate security measures for purchasing, storing and using the Tokens, including the safe-keeping of any private keys, identification or access credentials of the Purchaser’s wallet.
2. REFUND
2.1 All purchases of the Tokens from the Company during the Token Sale are final and, unless required by applicable law, provided for in these Terms, or if Company agrees to provide a refund at its sole discretion, there shall be no requirement for Company to refund some or all of the Token purchase price.
2.2 If Company agrees to provide a refund, the Company shall not be responsible for any delay or failure to perform such refund where such delay or failure arises from the relevant Purchaser failing to provide the Company with the requested information within the time stipulated by the Company.
Appendix C
Certain Risks Relating to Purchase, Sale and Use of Tokens
Important Note: None of the information presented in this Appendix C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Appendix C, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding and using Tokens, You expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Tokens Due to Loss of Private Key(s)
A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in Your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with Your digital wallet or vault storing Tokens will result in loss of such Tokens. 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 Tokens.
Any errors or malfunctions caused by or otherwise related to the digital wallet address or vault you choose to receive and store Tokens in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of Your Tokens. Additionally, your failure to follow precisely the procedures set forth in these Terms for buying and receiving Tokens, including, for instance, if you provide the wrong address for receiving Tokens, or provide an address that is not BEP-20 compatible, may result in the loss of Your Tokens.
2. Risks Associated with the Binance Smart Chain Protocol
Because Tokens are based on the Binance Smart Chain protocol, any malfunction, breakdown or abandonment of the Binance Smart Chain protocol may have a material adverse effect on the ZENA Network or the Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the ZENA Network, including the utility of the Tokens for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Binance Smart Chain protocol.
3. Risks Associated with GemPad
GemPad, a decentralized network protocol, will be used for the sale and purchase of Tokens during the Token Sale. GemPad will facilitate the distribution of Tokens to Users during the Token Sale through the use of smart contracts. The Company will not have custody of the Tokens that are made available for purchase during the Token Sale. The Company is not responsible for the operation of the GemPad protocol or the smart contracts which are used in connection with the distribution of Tokens.
The open-source structure of GemPad means that the protocol may be susceptible to developments by users or contributors which could damage the protocol and could affect the sale of the Tokens.
As an open-source project, GemPad will not be represented, maintained or monitored by an official organization or authority. Third parties may introduce weaknesses or bugs into the core infrastructure elements of GemPad which may negatively impact the protocol. Such events may result in a loss of trust in the security and operation of the protocol and could negatively impact the sale of the Tokens.The sale of Tokens through GemPad does not imply any endorsement by Company that such services are valid, legal, stable or otherwise appropriate. The Company is not responsible for any losses or other issues You might encounter purchasing Tokens through GemPad.
Due to the nature of decentralized network protocols, the Company is not able to monitor or confirm any purchase, sale, or transfer of the Tokens made through GemPad. Should You proceed to purchase any Tokens using GemPad, You agree that You do so at your own risk and peril and You further agree that You comply with all applicable rules and regulations related to the purchase of the Tokens using GemPad.
The Company does not warrant or represent that any information on the Website is accurate or reliable or that the GemPad protocol, the Website or Tokens will be free of errors or viruses, that defects will be corrected, or that the service or the server that makes them available is free of viruses or other harmful components. The Company shall not be liable for uninterrupted availability of the GemPad protocol or the Website at all times, in all countries and/or all geographic locations, or at any given time.
The Company does not guarantee the safety and conformity of the Website or services with any User expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from the Website and makes no warranties for the Website or respective service. The Company does not endorse any of the content, goods or services available on or through the Website, and assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through the Website.
4. Risks Associated with Open-Source Protocols
A cryptocurrency exchange which uses a decentralized exchange protocol, which facilitates automated transactions between cryptographic tokens on a blockchain through the use of smart contracts, may be used for the purchase or sale of Tokens after completion of the Token Sale.
The open-source structure of a decentralized exchange protocol means that the protocol may be susceptible to developments by users or contributors which could damage the protocol and could affect the utilization of the ZENA Network and the Tokens.
As an open-source project, a decentralized exchange protocol will not be represented, maintained or monitored by an official organization or authority. Third parties may introduce weaknesses or bugs into the core infrastructure elements of the decentralized exchange protocol which may negatively impact the protocol. Such events may result in a loss of trust in the security and operation of the protocol and a decline in user activity and could negatively impact the market price of the Tokens.
Due to the nature of decentralized network protocols, the Company is not able to monitor or confirm any purchase, sale, or transfer of the Tokens made through such a cryptocurrency exchange. Should You proceed to purchase any Tokens using a cryptocurrency exchange, You agree that You do so at your own risk and peril and You further agree that You comply with all applicable rules and regulations related to the purchase, sale, or transfer of the Tokens on the cryptocurrency exchange.
We cannot ensure the safety and integrity of any services related to any Tokens purchased, sold, or transferred through a decentralized exchange.
5. Risk of Validator Attacks
As with other decentralized cryptographic tokens based on a blockchain protocol, the Tokens are susceptible to attacks by network validators in the course of validating Token transactions on the blockchain, including, but not limited, to double-spend attacks. Any successful attacks present a risk to the ZENA Network and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
6. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the ZENA Network or the 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.
7. Token transactions are dependent on a decentralized community of miners and computer networks for its operations
The functionality of Tokens depends on the continued operations of the Binance Smart Chain blockchain, and their decentralized community of computer networks, miners and bakers, all of which are outside of the control of the Company. If such networks, miners and bakers fail to maintain their operations as expected, it could have a material adverse impact on Tokens and the ZENA Network.
8. Risks Associated with Markets for Tokens
The Tokens are intended to be used within the ZENA Network, and Company may not support or otherwise facilitate any secondary trading or external valuation of Tokens. This may restrict the contemplated avenues for using Tokens to the provision or receipt of services on the ZENA platform, and could therefore create illiquidity risk with respect to the Tokens You hold. Even 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 Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
Any cryptographic tokens that possess value in public markets, such as Bitcoin or Ether, have demonstrated extreme fluctuations in price over short periods of time on a regular basis. You should be prepared to expect similar fluctuations, both down and up, in the price of the Tokens You hold denominated in cryptocurrency (e.g. BUSD) or fiat currencies of any jurisdictions. Such fluctuations are due to market forces and represent changes in the balance of supply and demand. The Company cannot and does not guarantee market liquidity for Tokens. You may not be able to sell Tokens in any markets and You may experience volatility in pricing.
A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Tokens. For example, a security breach that affects user confidence in Bitcoin may affect the industry as a whole and may also cause the price of the Tokens and other blockchain assets to fluctuate.Risk of Uninsured LossesUnlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless You specifically obtain private insurance to insure them. Thus, in the event of loss of Tokens or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by Us, to offer recourse to You.
9. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of the Tokens 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 ZENA Network and the Tokens. 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 ZENA Network and the Tokens. Regulatory actions could negatively impact the ZENA Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires 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.
10. Risks Arising from Taxation
The tax characterization of Tokens is uncertain. You must seek Your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to You, including withholding taxes, income taxes and tax reporting requirements.
11. Risk of Alternative Networks
It is possible that alternative networks could be established that utilize any open source code and protocol underlying the ZENA Network and attempt to facilitate services that are materially similar to the services provided by the ZENA Network. The ZENA Network may compete with these alternative networks, which could negatively impact the ZENA Network and Tokens.
12. Risk of Insufficient Interest in the Network or Distributed Applications
It is possible that the ZENA Network will not be used by a large number of individuals, companies and other entities and that there will be limited public interest in the creation and development of distributed ledger technologies more generally. Such a lack of use or interest could negatively impact the development of the ZENA Network and therefore the potential utility of Tokens.
13. Risks Associated with the Development and Maintenance of the ZENA Network
Although we intend to take commercially reasonable steps toward promoting the benefits of the ZENA Network, it is possible that the Tokens or ZENA Network, as further developed and maintained, may not meet Your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop, complete, and maintain the ZENA Network, it is still possible that the ZENA Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the ZENA Network and Tokens.
It is possible that even if the Tokens and the ZENA Network are fully functional, You may not be able to participate in any intended or implied projects and use Your Tokens. While every effort will be made to keep the ZENA Network functioning, it may have to be closed down or not perform as expected, which may negatively impact the ZENA Network and Tokens.
15. Risk of Dissolution of the Company or Network
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of BUSD (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of commercial relationships, lack of use of the ZENA Network, or intellectual property ownership challenges, the ZENA Network may no longer operate and/or the Company may dissolve.
16. Risks Arising from Lack of Governance Rights
Because Tokens confer no governance rights of any kind with respect to the ZENA Network or the Company, all decisions involving the Company’s products or services within the ZENA Network or the Company itself will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue its products or services in the ZENA Network, to create and sell more Tokens for use in the ZENA Network, or to sell or liquidate the Company. These decisions could adversely affect the ZENA Network and the utility of any Tokens that You hold.
17. Risks Involving Cloud Computing and Storage
Since the ZENA Network may use third-party cloud computing and storage providers, the ZENA Network is susceptible to a number of risks related to the storage of data in the cloud, which may be compromised in the event of a cyber-attack or other malicious activity. Similarly, the ZENA Network may be interrupted and become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the ZENA Network, there is the risk that the ZENA Network may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices with the ZENA Network. The risk that the ZENA Network may face interruptions and security vulnerabilities could adversely affect the ZENA Network and therefore the future utility of any Tokens that You hold.
18. The Company is not responsible for any use, purchase, or sale of Tokens on third-party platforms
Tokens run on the Binance Smart Chain blockchain. This means that third parties can support Tokens on their platforms without the Company’s authorization and can facilitate the purchase and sale of Tokens. Tokens support on any third-party platform does not imply any endorsement by Company that such third-party services are valid, legal, stable or otherwise appropriate. The Company is not responsible for any losses or other issues you might encounter using, purchasing, or selling Tokens on third-party platforms.
19. You are solely responsible for all outcomes resulting from sending and receiving Tokens to third parties
If you send Tokens to any third-party address, such transaction is completed on the Binance Smart Chain blockchain. This means that such transaction is irreversible and the Company does not have the ability to reverse or recall any transaction once initiated. Once you send Tokens to a third-party address, you accept the risk that you may lose access to, and any claim on, that Tokens indefinitely or permanently. For example, (a) an address may have been entered incorrectly and the true owner of the address may never be discovered, (b) you may not have (or subsequently lose) the private key associated with such address, (c) an address may belong to an entity that will not return the Tokens, (d) an address belongs to an entity that may return the Tokens but first requires action on your part, such as verification of your identity.
20. You are solely responsible for compliance with local laws
You agree that Company is not responsible for determining whether or which laws may apply to your transactions, including tax laws or securities laws. You are solely responsible for complying with applicable law, including reporting and paying any taxes arising from your purchase of Tokens. It is your responsibility to determine whether you are permitted by the laws of your local jurisdiction to purchase Tokens and shall not purchase Tokens if such purchase would breach such laws.
21. Your ability to transfer Tokens may be subject to restrictions
Your Tokens may be subject to temporary resale restrictions or a vesting schedule, as laid out in these Terms. This means that you may not be able to transfer purchased Tokens outside of your wallet for a period of time.
In respect of any Tokens purchased during the Token Sale, the issue and transfer of Tokens to You, and your ability to transfer purchased Tokens, shall be subject to the expiry of any applicable vesting period, which may be stated on the Website. Furthermore, You may not be able to transfer any Tokens purchased during the Token Sale until a liquidity pool has been established with respect to the Token.
This could create illiquidity risk with respect to the Tokens that You purchase or hold.
22. Unanticipated Risks
Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Appendix C, there are other risks associated with Your purchase, holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Appendix C.
Appendix D
Token Sale Terms and Conditions
These Token Sale Terms and Conditions (“T&C”) affect Your legal rights and obligations which include but are not limited to waivers of specific rights and limitation of liability. The sales of the Tokens by the Company during the Token Sale shall be subject to these T&C. Please read and understand them carefully before You move ahead. If You do not agree to any of these T&C then You should immediately cease the use of the ZENA Network and refrain from use, purchase, sale or conduct of any transaction, whether online or offline, related to ZENA tokens (“Token(s)”).
1. Introduction
1.1 This T&C constitutes a legally binding agreement between the Company and any and all Users as defined herein in the Definitions (Clause 2 of the T&C).
1.2 Every person accessing the Services or purchasing or using the Token shall comply with the T&C. Continued usage of the Services or the purchase or use of the Token means that the User complies with the provisions of these T&C and any and all accompanying documents and provides valid consent to the same as per the laws applicable to You.
1.3 If any User does not agree with these T&C in general or any part thereof, such Users shall refrain from the use of the Services and of the Tokens in any form.
2. Definitions
The terms defined below in this section will have the meaning assigned to them here throughout this entire document unless explicitly mentioned otherwise:Token
(a) “Affiliated Parties” means any persons or entities that act on behalf of Company, including, but not limited to, employees, officers, directors, and contractors of the Company.
(b) “Applicable Law” means the laws of Saint Vincent and the Grenadines.
(c) “Binance Smart Chain” means a blockchain network with smart contract capabilities and which runs in parallel to the Binance Chain.
(d) “Company”, “We”, “Us”, or “Our” means Zena Ltd., a Saint Vincent and the Grenadines international business company. The Company is not a financial entity, investment entity, investment advisor, financial consultant or a partner, employer, agent or advisor for any User.
(e) “GemPad” means the GemPad decentralized network protocol which will be used for the purchase of Tokens during the Token Sale.
(f) “KYC Checks” means know-your-customer checks as required by applicable laws and regulations, including but not limited to any applicable anti-money laundering rules and any applicable countering the financing of terrorism rules.
(g) “Party” refers to either the Company or the User who are bound by these T&C and “Parties” refer to both of them together.
(h) “Token” means the ZENA token, a BEP-20 blockchain asset programmed using a smart contract that is compatible with the Binance Smart Chain blockchain and is intended to be the native token for the ZENA Network.
(i)“Token Sale” means an offering to eligible Users to purchase Tokens. The Tokens are available in the Token Sale for a limited period of time.
(j) “Use” means use of the Services in any manner and/or use of the Token(s) in any manner, which may include User’s sale, purchase, mining or transfer of Tokens.
(k) “User” (also referred to as “You” or “Your” as required) means any person, who uses the Services and/or Token. The Company reserves its right to set forth at any time upon its own discretion special eligibility or other requirements to certain Users to participate in a certain phase of Token Sale (i.e. accredited participants, etc.) as shall be mentioned on the Website.
(l) “Website” means the Company’s Token Sale page on the GemPad website (located at https://gempad.app/).
(m) “ZENA Network” or “Services” means a software platform(s) that consists of (i) a peer-to-peer service-based marketplace which allows platform users to exchange cryptocurrency for various services, (ii) a digital token listing website which ranks cryptocurrencies or tokens of third-party issuers on the basis of votes each token has received on that website, and (iii)Token other services which Company may provide from time to time at its discretion. The ZENA Network is not an investment platform or stock exchange. Tokens are used to purchase services on the ZENA Network, amongst other utility features.
3. General Provisions and Notes
3.1 Important Note for citizens and residents of, and the people domiciled in (“Residents”) of United States of America, Canada, China, Singapore, the Democratic People’s Republic of Korea, The Democratic Republic Of The Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan, Syria, and Yemen, and their overseas territories or possessions (“Restricted States”): Residents of Restricted States may not be eligible and may not be allowed to participate in the Token Sale owing to regulatory issues, at the sole discretion of the Company. The restrictions on Use of the Services and Tokens remain at all stages and such persons may not be eligible to obtain the Tokens through any manner or any transaction. The above-mentioned restrictions also extend to companies or other legal entities which have directors, officers, shareholders, partners, founders, operators, or principals (“Principal”) who are Residents of the Restricted States. Unless waived by the Company, Your continued Use of the Services and/or the Tokens means that (a) You are not a Resident of a Restricted State (if You are a natural person), and (b) You do not have a Principal who is a Resident of a Restricted State (if You are a company or other legal entity). If you do not meet either of these conditions, You must not purchase Tokens and should immediately cease to Use the Services and/or Tokens.
3.1 The User acknowledges and accepts that the Company reserves the right, at its own and complete discretion and at any time to modify or to temporarily or permanently suspend or eliminate the Services, and/or disable any access to the Services for any reason.
By purchasing Tokens or using the Services, each User covenants, represents, and warrants that (under the Applicable Law and law of the jurisdiction the User is a Resident of):
(a) they are of an age of majority to enter into these Terms (at least 18 years of age);
(b) they meet all other eligibility and residency requirements, and are fully able and legally competent to use the Services, enter into agreement with the Company and in doing so will not violate any other agreement to which they are a party;
(c) they have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and blockchain-based systems, as well as full understanding of their framework, and they are aware of the merits, risks and any restrictions associated with cryptographic tokens (their purchase and use), cryptocurrencies and blockchain-based systems, know how to manage such risks, and are solely responsible for any evaluations based on such knowledge;
(d) if they are a corporation, governmental organization or other legal entity, the person entering into this agreement has the right, power and authority to enter into this agreement on behalf of the corporation, governmental organization or other legal entity and bind them to these terms;
(e) they will not be purchasing Tokens or using the Services for any illegal activity, including but not limited to money laundering and the financing of terrorism;
(f) they have reviewed the Terms and have had an opportunity to obtain legal advice in relation to such Terms;
(g) unless waived by the Company, they are not a Resident of the Restricted States as specified in section 3.1 of these T&C.
3.4 By purchasing Tokens, the User represents and warrants that the User’s purchase of the Tokens: (a) complies with all applicable laws and regulations of the jurisdiction the User is Resident of, as applicable, including any relevant exchange control permission (an “Applicable Jurisdiction”) and (b) does not give rise to any obligation of the Company to (i) prepare and file a prospectus or similar document in the Applicable Jurisdiction, (ii) register the Tokens in the Applicable Jurisdiction, or (iii) be registered with or to file any report, disclosure or notice with any governmental authority. If required by the laws of the Applicable Jurisdiction, the User is purchasing the Tokens pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the Applicable Jurisdiction or, if such is not applicable, the User is permitted to purchase the Tokens under the applicable securities laws of the Applicable Jurisdiction without the need to rely on an exemption.
3.5 Before using the Services, User is obliged to read carefully and agree to any legal documents that govern User’s use of Services, including those found on Company’s website (e.g. terms of use, privacy policy).
3.6 The Services may contain links to third-party websites and services. Such links are provided for the User’s convenience, but their presence does not mean that they are recommended by the Company. The Company does not guarantee their safety and conformity with any User expectations. Furthermore, the Company is not responsible for maintaining any materials referenced from another website and makes no warranties for that website or respective service. The Company assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and resources.
4. Use of External Wallets for Sale of Tokens and Use of Tokens
4.1 If You complete the procedures prescribed under these Terms, including any procedures set out on the Website, You may connect your external digital wallet (“Wallet”) to the Website for the purpose of participation in the Token Sale. This connection of your Wallet to the Website is being made at Your sole request.
4.2 You hereby expressly consent that you are solely responsible for the use of Your private key for Your Wallet, and for any actions done during any use of Your Wallet. You agree to keep Your private key confidential. You are solely responsible for any loss or damage You or We may face as a result of Your failure to do so.
5. Indemnity
5.1 To the extent allowable under Applicable Law, the User shall indemnify, defend, and hold the Company and/or its subsidiaries, Affiliated Parties, and their successors and permitted assignees, harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Company arising out of the User’s acquisition or Use of Tokens, a breach of any warranty, representation, or obligation of the User hereunder, the User’s violation of any rights of any other person or entity, or any act or omission of the User that is negligent, unlawful, or constitutes willful misconduct.
6. Exclusion of Warranties and Limitation of Liability Clause
6.1 To the maximum extent permitted by the Applicable Law and the laws of any Applicable Jurisdictions, the Services and the Tokens are provided on an “as is” and “as available” basis and without any warranties or representations of any kind, either expressed or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. You assume all responsibility and risk with respect to Your use of the Services and buying of any number of Tokens and their use.
6.2 You hereby expressly agree that, to the maximum extent permitted by Applicable Law the laws of any Applicable Jurisdictions, the Company or its Affiliated Parties shall not be liable for any damage or loss whatsoever (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), arising out of or in connection with these Terms, or resulting from any of the risks described in Appendix C of these Terms, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Company has been advised of the possibility of such loss or damage.
7. Disclaimers
7.1 We make no representations or warranties, whether express or implied, and assume no liability or responsibility for the proper performance of any services, online cryptocurrency services, assets or platforms and/or the information, images or audio contained or related to the Services. You use all of the above mentioned at Your own risk.
7.2 We will take reasonable steps to exclude any viruses from the Services, but cannot guarantee or warrant that any material available for downloading from the Services will be free from infection, viruses and/or other code that has contaminating or destructive properties and accordingly no liability is accepted for viruses.
7.3 The Company or any of its Affiliated Parties is not a financial institution and is currently not under supervision of any financial supervisory authority, and is not currently licensed or registered in any jurisdiction as a dealer, adviser, investment fund manager, marketplace, alternative trading system, investment company, or otherwise licensed or registered with any securities regulatory authority. We do not provide any licensed financial services, such as investment services, financial advisory, money changing, banking, fund management or investment advice. The Token Sale is not a public offering of equity or debt. The Tokens have not been registered or qualified by a prospectus under the securities laws or regulations of any jurisdiction.
7.4 This document or any other document, produced and signed by the Company, as well as the Services, and any of their content does not constitute an offer or solicitation to sell shares or securities.
7.5 None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended, and the Services and the Tokens are not and do not offer and shall not be construed as an investment or financial product.
7.6 There are no warranties and/or guarantees given that Tokens will be listed or made available for exchange for other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with respect to the capacity (volume) of such potential exchange. It is explicitly cautioned that such exchange, if any, might be subject to poorly understood regulatory oversight, and We do not give any warranties in regard to any exchange services providers. In any case, We will not enable the exchange of Tokens for fiat currency. You may not, at any given time, be able to acquire or dispose of the Tokens due to potential lack of liquidity.
7.7 You acknowledge that neither the Company, its Affiliated Parties, nor any of their directors or other representatives have provided You with any financial or tax-related advice. You have consulted to the extent deemed appropriate by You with Your own advisors as to the financial, tax, legal, and related matters concerning a purchase of the Tokens and solely on that basis You believe that Your purchase of Tokens is suitable and appropriate.
8. Intellectual Property Rights
In no way shall these T&C entitle any User to any intellectual property of the Company, including the intellectual property rights for the Services and all text, graphics, user interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression and other content connected to the Services. Arrangement of such content is owned by the Company and is protected by national and international intellectual property rights protection laws.
9. Applicable Law and Dispute Resolution
9.1 All questions concerning the construction, validity, enforcement and interpretation of these Terms shall be governed by and construed and enforced in accordance with the laws of Saint Vincent and the Grenadines (Applicable Law).
9.2 To resolve any dispute, controversy or claim between them arising out of or relating to any of these Terms, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than ninety (90) days following written notification of such controversy or claim to the other Party. Each Party will notify the other Party in writing of any Disputes (as defined below) within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Disputes informally. Notice to Company shall be sent by email to Company at info@zena.io. Notice to You shall be either posted through the Services or, if available, will be sent by email to any email address You provided in connection with Your purchase of Tokens or use of the Services. Your notice to Us must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Disputes, and (iii) the specific relief that You are seeking. In case the Dispute can not be solved through negotiation, the Parties will move for binding arbitration.
9.3 Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, know-how, logos, trade secrets or patents, You and Company (i) waive Your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive Your and Company’s respective rights to a jury trial. Instead, You and Company will arbitrate Disputes through binding arbitration, which is the referral of a Disputes to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court.
9.4 The Parties waive all their rights to claim class arbitrations, class actions or representative actions. Any Disputes arising out of or related to these Terms is personal to You and Company and will be resolved solely through individual arbitration 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.
9.5 The enforceability of this Clause 9 will be both substantively and procedurally governed by and construed and enforced in accordance with the International Chamber of Commerce (“ICC”) Rules of Arbitration, to the maximum extent permitted by applicable law.
9.6 Any arbitration will occur in Kingstown, Saint Vincent and The Grenadines. The arbitration will be conducted confidentially by a single arbitrator appointed by Company in accordance with the rules of the ICC Rules of Arbitration, which are hereby incorporated by reference. The courts located in Kingstown, Saint Vincent and The Grenadines, will have exclusive jurisdiction over any challenges (to the limited extent legally possible) and the enforcement of an arbitration decision.
9.7 Under these Terms and the applicable ICC Rules of Arbitration, and the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court, provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative or class action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
9.8 The ICC Rules of Arbitration and additional information about the ICC are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. By agreeing to be bound by these Terms, You either (i) acknowledge and agree that You have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive Your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.
9.9 If any term, clause or provision of this Clause 9 is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Clause 9 will remain valid and enforceable. Further, the waivers set forth in Clause 9.4 above are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
10. Additional Provisions
Complete Agreement: These Terms are the final, complete, and entire agreement of the parties. There are no other promises or conditions in any other agreement, oral or written. These Terms supersede any prior written agreements or oral agreements between the Parties.
Severability: If any term, clause, or provision of these T&C is held unlawful, void, or unenforceable, then that term, clause or provision will be severable from these T&C and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause, or provision of these T&C.
No Waiver: The failure of the Company to require or enforce strict performance by the Buyer of any provision of these Terms or 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 T&C 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 this these T&C, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these T&C nor be legally binding, unless documented in writing, and executed by the User and a duly appointed officer, employee, or agent of the Company.
Force Majeure: The Company 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) incompatible with safety or good quality workmanship, 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 these 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.
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.
State Policies: Purchases of the Tokens during the Token Sale may be subject to the completion of the KYC Checks to the satisfaction of the Company. In relation to the KYC Checks, each Purchaser hereby agrees:
to promptly comply and cooperate with all requests for information (for example, the Purchaser’s identity, place of residence, and source of funds) by the Company or its service provider for the purposes of the KYC Checks;
to ensure that all information provided to the Company or its service provider in connection with the Purchaser’s participation in the Token Sale is accurate and not misleading, and to promptly notify the Company or its service provider of any change to the information supplied by the Company; and,
that the Company may (i) disclose any information relating to, or provided by, the Purchaser to the service providers performing the KYC Checks on behalf of the Company, the developer of the ZENA Network, any governmental or regulatory authority, or to any other person as may be required by any applicable laws, and (ii) report any suspicious transaction, as determined in its or its service provider’s sole discretion, to any relevant governmental or regulatory authority.
Updates: The Terms may be updated with or without notice from time to time and the version available on the Services on a given date will be considered as the governing document for any incidents arising on that date. An update of the Terms on the Services will be considered as valid notice to everyone and all users and interested parties are requested to visit the Services regularly to update themselves about the latest updates to the Terms. In the event of any conflict or inconsistency between the provisions of these Terms and any terms and conditions published on the Services from time to time pertaining to Services, the latter terms and conditions will govern.
Interpretation: The Terms will not be interpreted against one Party merely as it was drafted by the Party.
Construction: For purposes of the Terms, whenever the context requires:
the singular number shall include the plural, and vice versa;
the masculine gender shall include the feminine and neuter genders, the feminine gender shall include the masculine and neuter genders, the neuter gender shall include the masculine and feminine genders; and
the words include and including, and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words without limitation.
Assignment: The User shall not assign these Terms, either in whole or in part, without the express prior written consent of the Company. Any such attempted assignment shall be void.
