Terms and Conditions

 

1. Key summary

The founders of ZIMBOCASH are excited about ZIMBOCASH as a cryptocurrency. We have a vision for a transformed society using an enterprising solution and cutting-edge technology. This is, however, a speculative venture. We are looking to give Zimbabweans cryptocurrency (“ZIMBOCASH Tokens”) for free in the initial allocation. Because you do not pay for the initial allocation of ZIMBOCASH Tokens, we are not providing you with any guarantees, whatsoever. While we aim to provide an excellent service in line with our values, by registering you acknowledge that any number of things could go wrong in this venture. If you register for the initial allocation of ZIMBOCASH Tokens, or if you purchase/trade/barter ZIMBOCASH Tokens in any form on the secondary market, you agree to defend and hold the ZIMBOCASH Team and associated representatives of the ZIMBOCASH harmless against any and all risks associated with this venture. If you need a greater level of protection, you must not use the ZIMBOCASH platform or acquire ZIMBOCASH Tokens. If you accept this basic no-liability approach, we look forward to building with you and creating a movement that can truly change this generation. You agree to defend and hold the ZIMBOCASH Team and associated representatives of the ZIMBOCASH harmless against any and all risks associated with this venture. Our liability to you for any damages that you may incur as a result of using the ZIMBOCASH Tokens is limited.

2. Introduction

By accessing and using the ZIMBOCASH website (the “Website”), the ZIMBOCASH platform/Blockchain/network/database and any associated services, and the ZIMBOCASH platform/s and associated services (combined referred to as “ZIMBOCASH Services”), you the User (“you” “User” or “Participant”) agree to the following Terms and Conditions of Service (“Terms”). They may be modified from time to time. ZIMPAY is a Seychelles company with its address 306 Victoria House Mahé and registration number 216501. Please read these Terms carefully. If you do not agree with all of the Terms, you may not use the ZIMBOCASH Services. When you access the ZIMBOCASH Services, it constitutes your acceptance of each of these terms.

These terms may be changed, supplemented or updated by ZIMBOCASH and any parties associated with the ZIMBOCASH Team (collectively referred to as the “ZIMBOCASH Team”) at its sole discretion without prior notification. You should check the Website regularly to keep abreast of any applicable changes. You confirm your acceptance of these terms as modified, changed, supplemented or updated by us, if you continue to use the ZIMBOCASH Services. If you do not agree to such revised terms you top using the ZIMBOCASH Services, links or content contained on the Website.

3. Development

The ZIMBOCASH Team is releasing an airdrop of the ZIMBOCASH Tokens with associated services. These Terms apply also to the airdrop of ZIMBOCASH Tokens. Each Participant shall not receive more than a defined number of ZIMBOCASH Tokens as part of our airdrop. An airdrop means a free distribution to certain qualified Users. ZIMBOCASH will look to perform technical integration procedures in order to make the airdrop possible – however ZIMBOCASH provides no guarantee with respect to the appropriateness of these integrations or the functionality of the ZIMBOCASH Tokens or the ZIMBOCASH Blockchain. The ZIMBOCASH Team makes no representations or warranties of any kind, express or implied, with respect to the ZIMBOCASH Tokens or the ZIMBOCASH Blockchain.

While the ZIMBOCASH Team intends to make the ZIMBOCASH Tokens freely available, nothing in these terms shall confer on anyone the right to such ZIMBOCASH Tokens on any terms nor restrict ZIMBOCASH Team in its allocation of tokens to anyone. The ZIMBOCASH Team may make (but are not obligated to make) tokens available to people who register through the designated registering channels as well as strategic partners. However, the ZIMBOCASH Tokens will not provide the holders with any claim or right to any product, service or money. While a market price may organically be established following the launch of the ZIMBOCASH Token, the ZIMBOCASH Team do not have any obligation to ensure that ZIMBOCASH trades between Users, or that other Participants will have sufficient interest in ZIMBOCASH.

Although ZIMBOCASH Tokens may become tradable, they are not an investment, currency, security, commodity, a swap on a currency or any other kind of financial instrument and should not be held or purchased for speculation purposes. In the event, these Terms are deemed an investment contract, and as a result, is subject to regulations by any financial authority or governmental body, we may terminate these Terms with immediate effect.

The acquisition and possession of ZIMBOCASH Tokens does not provide the acquirer with any rights whatsoever with respect to the ZIMBOCASH Team or its revenues or assets, including, but not limited to any voting, distribution, redemption, liquidation, proprietary including all forms of intellectual property, or other financial or legal rights.  It does not provide the acquirer with any ownership or other interest in assets or shares related to ZIMBOCASH.

Purchases from, and sales to third-parties outside ZIMBOCASH of the ZIMBOCASH Tokens are not subject to the protections of any laws governing those types of financial instruments.

The ZIMBOCASH Team may make (but are not obligated to make) the software code of the ZIMBOCASH Blockchain system (“ZIMBOCASH Blockchain”) or system and associated services available for download under the applicable open source software license. You agree to be bound by, and comply with, any licensing agreement that applies to this open sorce software. You agree to refrain from making any public or private statements associating with us in connection with your use, modifications or distributions of this open source software.

However, the above-mentioned provision does not limit the ZIMBOCASH Team from retaining the intellectual property rights to all other aspects of the ZIMBOCASH system.

If we host any software and enable you to access and use such software through our Services and various platforms including the Website, then these Terms will apply to such access and use, as well as any licensing agreements that we may enter into with you. You agree to indemnify us against any and all losses associated with the use of such software.

4. ZIMBOCASH registration phase

• The ZIMBOCASH Token issue will be preceded by a process to gather registration information from Users (“registration process”).
• This registration process will be available for Zimbabwean residents (with a valid Zimbabwean phone number) and Zimbabwean citizens (with a valid Zimbabwean ID to register via a form on the Website and other key User interfaces.
• The ZIMBOCASH Team accept no responsibility for the accessibility of the Website or any other User interface to any party in any geographic region.
• The registration process may have a phased deadline, which will be established by the ZIMBOCASH Team and will be communicated on the Website. The ZIMBOCASH Team reserve the right to change this registration deadline at its full discretion.
• The registration process will look to develop a database to allocate ZIMBOCASH Tokens based on an initially communicated number per person. This allocation may change based on the ZIMBOCASH Team’s discretion. The ZIMBOCASH Team may also allocate ZIMBOCASH to other parties based on different allocations to what has been communicated on the Website and the White-paper/Blueprint. We intend to reward people for referrals, by allocating them additional ZIMBOCASH Tokens. We give no guarantee that you will be allocated additional ZIMBOCASH if you introduce someone. In terms of any referral program, we reserve the right to only allocate referrals for active subscriptions.
• Once the final deadline for the registration process has been completed, the ZIMBOCASH Team may close access to the registrations process. However, the ZIMBOCASH Team is not obliged to close the access.
• The ZIMBOCASH Team reserve their right in our sole discretion to distribute unallocated ZIMBOCASH tokens based what would be optimal for the project, the brand and the team.
• Each User acknowledges and agrees that the ZIMBOCASH Team may sell a portion of ZIMBOCASH Tokens to external financiers in order to raise capital for this ZIMBOCASH project.
• You acknowledge and agree that the ZIMBOCASH Team, past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers may be allocated ZIMBOCASH Tokens in a manner that is different to that allocated to the Participants.

You acknowledge and agree that the ZIMBOCASH Team reserve the right to issue ZIMBOCASH Tokens to whomever it deems necessary according to the internal and external stakeholder requirements decided by the ZIMBOCASH Team at its sole discretion. The ZIMBOCASH Team reserve the right to refuse or cancel any issue requests for ZIMBOCASH Tokens at its sole discretion.

5. ZIMBOCASH token issue

• The ZIMBOCASH Team make no commitments, express or implied as to the usefulness or otherwise of the ZIMBOCASH Tokens. While the ZIMBOCASH Team intend to optimize the ZIMBOCASH Tokens for use, the ZIMBOCASH Tokens have no rights, uses or attributes, express or implied, including but without limitation any specific functionality, value, security or claim.
• Following the registration process, the ZIMBOCASH Team will investigate issuing the ZIMBOCASH Tokens on an initial token issuing platform (“Token Platform”) system. You indemnify us from all risks associated with this Token Platform. The ZIMBOCASH Team provide no warranty related to the relevance, usefulness or safety of the Token Platform and is provided on an “as is” basis.
• ZIMBOCASH Tokens may have no value. As with all currencies, the value is established by reference to a market of willing buyers and willing sellers. The ZIMBOCASH Team provide no guarantees express or implied that a market will develop for the ZIMBOCASH Tokens.
• The ZIMBOCASH Team may source parties from time to time who would like to purchase or sell ZIMBOCASH on the open market, following the launch of the ZIMBOCASH Tokens. We, however, provide no guarantee or commitment regarding the purchase or sale of ZIMBOCASH Tokens from these parties – neither the price, quantity nor any other aspect of the sale.
• We would like to see the ZIMBOCASH Tokens listed on one or more exchanges, but we provide no guarantee or commitment to facilitate such a listing. If ZIMBOCASH Tokens are listed on an exchange/s, we provide no guarantee as to the quality or appropriateness of these exchanges. With third-party exchanges, you should always perform your own due diligence as to the security and safety of the exchange for your concerns and you indemnify us from all risks associated thereto.
• The ZIMBOCASH Tokens may be available for resale at a later date. If you purchase the ZIMBOCASH Tokens in the secondary market, there is no guarantee that you will get your contribution back. You should obtain your own advice and act based on your own views of the market. We take no responsibility to provide/source you with a buyer for the ZIMBOCASH Tokens.
• You acknowledge and agree that as part of the ZIMBOCASH Token allocation(s), we may set a number of requirements before you can transfer ZIMBOCASH Tokens on an external wallet, for example one connected to an exchange for the trade of cryptographic tokens and/or digital assets. Such requirements may include, but are not limited to:

• A minimum number of transfers to other Users on our platform;
• Authentication of your mobile cellphone number, using various methods, such as one-time-pins and USSD features, if applicable;
• Authentication of your email address and other identity information;
• Providing us specific documents from time to time.

 

• In ZIMBOCASH’S sole discretion, and depending on our IT development process, we may deploy Tokens on a single public address that represents all the Tokens, or on multiple public addresses, issued with separate records kept on the ZIMBOCASH wallet infrastructure. It means that you understand and agree that there are two Tokens of a different nature:

1. The Tokens you hold on the ZIMBOCASH wallet infrastructure, where the private keys will be held under the name of ZIMBOCASH by means of custodianship, and on the basis of distributing the equivalent to you in the future if certain conditions are met;
2. The Tokens you hold in your private wallet infrastructure, where the private keys will be held by you personally and under your control, provided you have fulfilled to the satisfaction of ZIMBOCASH the requirements for the Token allocation onto your private wallet address.

6. ZIMBOCASH Blockchain

• The ZIMBOCASH Team are investigating the optimal form of blockchain and consensus building mechanism/database to facilitate the ZIMBOCASH Tokens such that they are appropriately decentralised, secure, fast, fixed in number and simple to use. As part of the development of the blockchain, the ZIMBOCASH Team expressly disclaims any and all liabilities with respect to the appropriateness of such blockchain for these goals.
• The ZIMBOCASH Blockchain may be released in several stages to ensure early launch, simplicity and ease of use for Users, while establishing the blockchain over time. The ZIMBOCASH Team accept no liability for the risks associated with the release of software updates, hardware transfers, launch implementation issues or the like. Risks are inherent in system updates of this nature and the User accepts all potential for loss of data, duplication of data, breach of security, orphan-chains, and any associated risks.
• The ZIMBOCASH Team intends to limit the total supply of ZIMBOCASH Tokens in the market. Several cryptocurrencies do this by limiting the growth in the number of Tokens in the mining/hosting algorithms. Another alternative is to fix the supply of ZIMBOCASH completely and then charge a transaction fee for transactions effected on the network. The ZIMBOCASH Team is investigating both alternatives and will finalise this following the registration process. While we intend to limit the supply of ZIMBOCASH Tokens, we provide no commitment to you in this regard. You indemnify us from any and all losses, claims and liabilities associated with the total number of ZIMBOCASH Tokens available, and the fee model adopted above.
• The ZIMBOCASH Team may participate in mining/node activities, including but not limited to hardware mining, establishing mining rules, establishing consensus and receiving an allocation of mining reward.
• The ZIMBOCASH Team have not preselected miners to operate the ZIMBOCASH Blockchain. You acknowledge that you are aware of the nature of a decentralised blockchain which is such that there is a reliance on decentralised and often unidentified parties to provide services to operate the blockchain. You take on all risks associated with this process. The ZIMBOCASH Team disclaims all responsibility from any form of vetting, control, security, hacking-risks or any other risks associated with centralised or decentralised mining, servers or systems

• The ZIMBOCASH Team have not preselected miners to operate the ZIMBOCASH Blockchain. You acknowledge that you are aware of the nature of a decentralised blockchain which is such that there is a reliance on decentralised and often unidentified parties to provide services to operate the blockchain. You take on all risks associated with this process. The ZIMBOCASH Team disclaims all responsibility from any form of vetting, control, security, hacking-risks or any other risks associated with centralised or decentralised mining, servers or systems.

• We waive any and all liabiltity for the following risks: man-in-the-middle attacks, mining attacks, spoofing and surfing attacks, distributed denial of service (Ddos) attacks, malware attacks, password attacks, any virus(es) or other system hack method on the ZIMBOCASH systems or User’s system.
• We disclaim any and all liability against the safety or cryptographic appropriateness of the public-private key system or hashing algorithms.

• The ZIMBOCASH Blockchain may or may not keep a record of historical transactions. You should maintain your own records of historical transactions or use a wallet provider who will provide these services and you release the ZIMBOCASH team from any obligation regarding this record.

• The ZIMBOCASH Blockchain or Token Platform may provide an on-chain record of transactions and balances (“Block Explorer”). However, we do not assume any liability with respect to the appropriateness, validity, accuracy or completeness of any of the transactions or balances recorded on the Block Explorer.

 

7. ZIMBOCASH wallet and payment services

• The ZIMBOCASH Team may or may not look to provide a wallet service in conjunction with the launch of the ZIMBOCASH Token and ZIMBOCASH Blockchain. Further, we may introduce payment functionality and additional payment channels, including but not limited to point of sale payments, cellphone payments, e-wallet services, and any other payment service provided (“the Wallet Services”). We take on no liability in this regard and you indemnify us from any and all risks associated with the Wallet Services provided either by the ZIMBOCASH Team, or by any other third-party service provider.
• As part of the Wallet Services, the ZIMBOCASH Team may introduce a transaction fee for wallet transfers/payments and/or a general wallet services fee. We may change our fees by notification to you through the website or other communication medium.
• ZIMBOCASH, the ZIMBOCASH Team and the ZIMBOCASH Blockchain is not a bank and we do not facilitate deposit-taking activities, loan or lending activities or fractional credit facilities.
• Unless an agreement relating to a particular product or service states otherwise, you can close your account at any time provided you first settle any amounts owing to us and express to us in writing your intention and reasons to close the account.
• We can close your Account (subject to any restrictions imposed by law), without prior notice if we find that you have given materially inaccurate information about yourself or when it is necessary to protect our interests.
• We do not vet the appropriateness of your transactions, so you take all risks in connection with each transaction you make.
• You should ensure that the account number or wallet address of the person you are transacting to is correct before you proceed with a transaction. We do not vet the account numbers or payment addresses and we take no liability with respect to payments made to incorrect accounts or payment addresses.
• We do not provide protection in the event that any transactions are propagated to the network but not recorded (for instance lost through forks, or in the blockchain mempool).
• We further do not offer any transaction reversal protection of any kind – however, should the ZIMBOCASH Team become aware of any fraudulent or suspicious transactions that it has the ability or interest to stop or reverse, the ZIMBOCASH Team may, within its sole discretion, to suspend or reverse such transactions.
• We may, at our sole discretion, provide a multi-factor authentication on transactions using cellphone, email or other sources. However, we will not be liable in any way for the success or appropriateness of these multi-factor authentication approaches.
• We may, through our website or through other communication, provide you with a balance statement, transaction record or account statement (“Statement”). We do not assume any liability with respect to the appropriateness of this Statement or as to the validity, accuracy or completeness of any of the transactions or balances on the Statement.

ZiTenga Buy More ZASH button

• The ZIMBOCASH Team may provide a link to a third party market-maker who may provide the ability for users to purchase additional ZASH tokens.
• You do so entirely at your own risk.
• The ZIMBOCASH Team and the ZiTenga teams provide to no guarantee as to the suitability of the ZASH token for your purposes. Our goal has been to establish an on-the-ground currency in Zimbabwe where people can transact between themselves using ZASH as a token. Key to this is the ability for people to have some degree of cash in and cash out functionality.
• The wallet may provide one or more third party cash-in facility, in which users can purchase ZASH.
• We rely on third party suppliers of market making inventory including a cash float of ZASH tokens, we therefore do not provide any guarantees of the availability of ZASH tokens or of any fiat currency at any given time.
• If you purchase ZASH, you agree to do so on such terms as is currently applicable to current ZIMBOCASH users who receive a free allocation of ZASH. This includes potential limitations on transferring ZASH outside of the current wallet. The purpose of enabling ZASH purchases is to facilitate ZIMBOCASH users to be able to make additional purchases of goods and services on the ground using the ZIMBOCASH app.
• The ZASH price may change. We make no commitments regarding what rate you will pay.
• We rely on banks and the regulatory environment of the banks, as such, we may not be able to process your transactions. Should you initiate a transaction on our website or on the ZIMBOCASH website, you accept this risk and indemnify ZiTenga of any losses you may incur due to our inability to process your transaction.
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Refund, Cancelations and Returns Policy

• All purchases of ZASH or ZIMBOCASH are provided on an “as-is” basis.
• The company provides no guarantee and you acknowledge that ZASH and ZIMBOCASH are non-refundable, and that you will not be entitled to any refund or cancellation for any reason, including but not limited to changes in market conditions, technological malfunctions, errors or omissions in the Services, or any other event beyond our reasonable control.
• The price of ZASH may fall following any purchase you make. We provide no guarantee that there will decrease or that you will get your money back.
• By purchasing, you agree that you are fit and capable and you do so entirely a your own risk.

For South African customers who purchase using ZAR, if you have any queries regarding the ZAR purchase, you can contact Marlin Capital (Pty) Ltd at 11 Jean Ave, Bordeaux, Randburg, 2194, or alternatively [email protected].

 

8. User content

In order to facilitate the airdrop of the ZIMBOCASH Token, the ZIMBOCASH Team is providing various registration and form interfaces to obtain appropriate registration information from Users.

If you post, upload, provide or submit your personal data to us, including without limitation, your name, email address, Zimbabwean cellphone number, Zimbabwean identity number, IP address, cryptocurrency address, text, password, code, sign-up to our mailing list or create an account on the Website (collectively, your “User Content”), you must ensure that the User Content provided by you at that or at any other time is true, accurate, up to date and complete and that any User Content you post, upload, input, provide or submit to us or via the Website does not breach or infringe the intellectual property rights of anyone else. We do not own, control or endorse any User Content that is transmitted, stored or processed via the Website or sent to us and we are not responsible or liable for any User Content.

You are solely responsible and liable for all of your User Content and your use of any interactive features, links or information or content on the Website, and you represent and warrant that (i) you own all intellectual property rights (or have obtained all necessary permissions) to provide your User Content and to grant the licenses in these terms; (ii) your User Content will not violate any agreements or confidentiality obligations; and (iii) your User Content will not violate, infringe or misappropriate any intellectual property right or other proprietary rights, including the right of publicity or privacy, of any person or entity.

You are fully responsible for maintaining the confidentiality of your User Content and any of your non-public information. Furthermore, you are entirely responsible for any and all activities that occur under your account (if any). You agree to notify us immediately of any unauthorized use of your User Content, account or any other breach of security. We will not be liable for any loss or damages that you may incur as a result of someone else using your User Content or account, either with or without your knowledge. However, you could be held liable for losses incurred by the ZIMBOCASH Team (as defined below) or any other party due to someone else using your User Content or account. You may not use anyone else’s User Content or account at any time without the permission of such person or entity.

By posting, providing or submitting your User Content to us, you grant the ZIMBOCASH Team and its affiliates and any necessary sub-licensees a non-exclusive, worldwide, irrevocable, sub-licence to use, perpetual, right and permission to use, reproduce, copy, edit, modify, translate, reformat, create derivative works from, distribute, transmit, publicly perform and publicly display your User Content and sub-license such rights to others.

You must immediately update and inform us of any changes to your User Content so that we can communicate with you effectively and provide accurate and up to date information to you.

Although we have no obligation to screen, edit or monitor User Content, we reserve the right to remove, screen or edit in our sole discretion User Content. Furthermore, if we have reason to believe that there is likely to be a breach of security, breach or misuse of the Website or if you breach any of your obligations under these terms or the Privacy Policy, we may suspend your use of the Website at any time and for any reason.

Any User Content submitted by you on the Website may be accessed by us globally.

• You may only use the ZIMBOCASH Services if you have a Zimbabwean cellphone number that is registered in your name, or if you are a Zimbabwean citizen.
• You may only create one profile for yourself in your own capacity, unless you are underaged.
• When using the Website, you may be asked to provide additional personal information including your cellphone number, email address, identity number, passport number and password.
• It is your responsibility to keep your password and any other information provided to or by us safe for security purposes. You should not disclose any of this information to anyone else. We do not take on any liability with respect to someone else accessing your account using your password.
• Do not use a password that you have used before – if anyone else knows your password, they will be able to access your ZIMBOCASH Token and transfer it to another wallet holder – we will not be able to reverse these transactions.
• It is your responsibility to ensure the security of any device that you use to access our services, applications and the Website.
• If you submit the details of anyone who referred you to the ZIMBOCASH Services in order for them to obtain a referral allocation of ZIMBOCASH, you warrant that you have obtained their approval to submit these details and for them to be bound by these terms.

9. Security and data privacy

Upon ZIMBOCASH Team´s request, you will immediately provide to us information and documents that we, in our sole discretion, deem necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. You acknowledge that the ZIMBOCASH Team may refuse to distribute ZIMBOCASH Tokens to you until such requested information is provided.

10. Phishing

Fraudsters may try to hack the ZIMBOCASH system. They may also try to access your subscriber details through email or other means, such as regular mail, fax or telephone, or even by going through your personal trash.  Hackers and scam artists may try to target you through a method that is known as PHISHING. Hackers may send you communication that is authentic-looking such as an email or phone connection that appears to be from ZIMBOCASH but rather is sent by imposters using similar looking contact information to obtain your information. These deceptive emails may try to get you to expose your subscriber information. We disclaim any risks in connection to people trying to hack the ZIMBOCASH Services or via Phishing attacks.

Advisory:

If you receive an email from someone claiming to be the authorized by ZIMBOCASH or the ZIMBOCASH Team or directing you to another website or link other than www.zimbo.cash or www.zimbocash.com:

• Do not reply to the email or open any attachments. Attachments can often contain code that can be damaging to your computer. Some phishing emails contain software that can track your activities on the internet without your knowledge.
• If you receive an email, first check that it is from a valid ZIMBOCASH email. If you click a link, make sure it takes you to a valid ZIMBOCASH website.
• Use an anti-virus software and keep the software that you use updated.

11. Risk Disclosure

• You are expected to have some knowledge of cryptocurrency, blockchain and other digital assets in order to participate in this project.
• The technology used in this project is new and largely untested. There is a risk that ZIMBOCASH Services may not be launched and therefore may not become operational.  It is possible that this project may never be completed or implemented.
• Reliance is placed on third-parties to develop, support and maintain the ZIMBOCASH platform in order for it to be launched and for it to be operational, subsequent to the launch.
• While we do our best to get only the best service providers, contractors and employees, we do not take on any risk of internal fraud.
• All ZIMBOCASH Tokens held through an exchange account is at your own risk. Any transactions performed with third-parties are entirely at your own risk.
• ZIMBOCASH Tokens may be exposed to expropriation or theft from hackers or other organizations. Furthermore, because parts of the ZIMBOCASH platform may rest on open source software and ZIMBOCASH Tokens may be based on open source software, there is the risk that ZIMBOCASH Services may contain intentional or unintentional bugs or weaknesses which may negatively affect the ZIMBOCASH Tokens or result in the loss of your ZIMBOCASH Tokens, the loss of your ability to access or control your ZIMBOCASH Tokens. In the event of such a software bug or weakness, there may be no remedy for you.
• The regulatory status of the ZIMBOCASH 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. 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. Regulatory actions could negatively impact the ZIMBOCASH Services in various ways, including through a determination that ZIMBOCASH Services are a regulated financial instrument that requires registration, licensing or governmental approval. ZIMBOCASH may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approvals to operate in such jurisdiction.
• Cloud storage services may be provided to you. Several risks related to the storage of data in the cloud exist. The storage of large amounts of sensitive and/or proprietary information may be compromised in the event of a cyberattack or other malicious activity. The storage services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Users may access the storage using various hardware and software. There is the risk that the storage services may be interrupted or become inoperable due to the inability to integrate the various systems not controlled by the ZIMBOCASH Team.
•  Cryptographic tokens such as ZIMBOCASH Tokens are a new technology with limited precedent history. There are other risks associated with your purchase, holding and use of ZIMBOCASH Tokens, including those that the ZIMBOCASH Team cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed above. You agree to indemnify us from these risks.
• Nothing contained on the Website constitutes legal, tax or other advice.
• Nothing on our Website should be construed as a solicitation or offer, or recommendation to engage in any transaction.

12. Anti-money laundering

ZIMBOCASH collects certain information that identifies Users and purchasers of our tokens. The funds, including any fiat, virtual currency or cryptocurrency that you use to purchase ZIMBOCASH Tokens within any secondary market, exchange or, if applicable, from the initial distribution, may not be derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the ZIMBOCASH Tokens to finance, engage in, or otherwise support any unlawful activities. In order to comply with anti-money laundering regulations, we may be required to verify the identity of our users and request additional information from them. You agree to provide us with any information that we may request for the purpose of verifying your identity and compliance with anti-money laundering regulations. You also agree to promptly notify us if you become aware of any suspicious or potentially unlawful activity related to your use of the ZIMBOCASH Services. All documents you provide must be authentic, true and contain the correct information, and we may ask you for additional information in the future should any documents/information be outstanding, we reserve the right to suspend your access to the services until such information/documents are furnished, for which we may charge a fee.

13. Aggregate information

From time to time, we may gather information and statistics about the visitors to the Website which may include the information supplied by you. This information helps us to layout our Web pages in an easy-access way and to improve the ZIMBOCASH Services to better meet your needs. We may share this data with third-parties. Personal data is processed by us in accordance with our Privacy Policy. To the extent these Terms include provisions that are not covered by, or are inconsistent with this Policy, the Privacy Policy will supersede this Policy.

14. Third-party content

We may display third-party content, advertisements, links, promotions, logos and other materials on the Website (collectively, the “Third-Party Content”). We do not approve of, control, endorse or sponsor any third-parties or Third-Party Content, and we make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, the accuracy, validity, legality, copyright compliance, or decency of such content. Your use of or interactions with any Third-Party Content, and any third-party that provides Third-Party Content, are solely between you and such third-parties and we are not responsible or liable in any manner for such use or interactions. We are not responsible for any of the content on third-party sites linked to the Website nor can it be assumed that we have reviewed or approved of such sites or their content, nor do we warrant that the links to these sites work or are up to date.

15. Restrictions

• Children below 13 years old are not allowed to use the ZIMBOCASH Services.
• Children between 13 and 18 years old must always obtain consent from their parents or legal guardian in order to obtain ZIMBOCASH Tokens.
• The ZIMBOCASH Services are initially only being offered to Zimbabwean citizens or residents in possession of a valid Zimbabwean cellphone number or Zimbabwean identity number/ passport number. You acknowledge and agree that you have read Exhibit A as part of these Terms covering the Sanctioned Countries and Forbidden Jurisdictions.
• If you are a citizen or a resident of the United States of America, you may not use the ZIMBOCASH System or apply for any ZIMBOCASH Tokens via the initial allocation or by purchasing it on the secondary market.
• If you are a citizen or a resident of the United States of America and you acquire ZIMBOCASH tokens in contravention of this clause, you waive all rights you have to these tokens and you surrender all claims to the token. You further indemnify the ZIMBOCASH Team from any claim you may have against the ZIMBOCASH Team or any of its assignees. You further indemnify the ZIMBOCASH Team from any claim they may have against you for breach of this clause. To the extent that the ZIMBOCASH Team has any liability for providing services to you, you indemnify the ZIMBOCASH Team in full for all claims they may have against you – including derivative claims such as consequential damages, regulatory claims and other indirect claims.
• You may not use the ZIMBOCASH Services for the following inappropriate behaviour (“Inappropriate Behaviour”):
  • In any way that may cause damage to the ZIMBOCASH Services or the Website or to other Users of ZIMBOCASH Services
  • For any unlawful or fraudulent purposes
  • For any personal gain in an unlawful or fraudulent manner
  • In any way that would breach any laws and regulations
  • In any way that would be harmful to anyone
  • To transmit unauthorized advertising or promotional material.
  • To access anyone else’s data or accounts other than your own.
  • To perform a Denial of Service or Distributed Denial of Service against the ZIMBOCASH website.
• The ZIMBOCASH Team reserve all rights and remedies available in law against such Inappropriate Behaviour and further reserves the right to suspend your account and confiscate any ZIMBOCASH Tokens you may hold
• You may not replicate or modify the ZIMBOCASH Token or the ZIMBOCASH Services.
• You may not sign anyone up without their knowledge or their specific approval (Spam Signups). If you sign anyone up with their approval, you agree to ensure their full acceptance of these Terms and Conditions. If you engage in Spam Signups, we reserve our rights to disallow you from using the ZIMBOCASH Services.
• The intellectual property of the ZIMBOCASH network itself is copyrighted, including the decentralized ZIMBOCASH Token, customer and ambassador databases, the online wallet IT system and all other associated services.  You may not fork the network.
• The ambassador network is copyrighted.  This network may not be forked.
• Our social media platforms are copyrighted.  You may not replicate, or modify them without our explicit permission. This includes:

• our Facebook group,
• our Twitter page,
• our LinkedIn page,
• our WhatsApp groups,
• our Telegram groups,
• our Instagram groups, and
• other platforms.

• Our promotional material is copyrighted. You may not replicate it or use it without permission.
• The ZIMBOCASH logo, taglines and marketing material is copyrighted and you may not replicate it or use it without our permission.

• You should be respectful in the way that you deal with the ZIMBOCASH Team. We are working to help you and we reserve our rights to delete anyone’s balance who is rude or abusive towards the ZIMBOCASH Team.
• You should, at all times act in accordance with generally accepted cryptocurrency industry good practice and in accordance with the laws of your country.
• Any breach of these terms could result in the following:
  • Discontinuation of the use of the ZIMBOCASH Services
  • Report your activities to the relevant authorities
  • Possible legal action against you

16. Disclaimer

The Website and all information, products and services provided through the Website are provided “as is” and on an “as available” basis without any representations, warranties, promises or guarantees whatsoever of any kind including, without limitation, any representations, warranties, promises or guarantees regarding the accuracy, currency, completeness, adequacy, availability, suitability or operation of the Website, any products or services we may provide through it or the information or material it contains.

Each of the members of the ZIMBOCASH team disclaims all representations and warranties, whether express, implied or statutory, with regard to the foregoing, including, without limitation: (a) any warranty with respect to the content, information, data, services, availability, uninterrupted access, or services or products provided through or in connection with the Website; (b) any warranties that the Website or the server that makes it available are free of viruses, worms, Trojan horses or other harmful components; (c) any warranties that the Website, its content and any services or products provided through it are error-free or that defects in the Website, its content or such services or products will be corrected; (d) any warranties of title or implied warranties of merchantability or fitness for a particular purpose; (e) any warranties that the Website will be compatible with your computer or other electronic equipment; and (f) any warranties of non-infringement.

The materials and related graphics published on the Website could include technical inaccuracies or typographical errors. Changes are periodically added to the information contained on the Website. The ZIMBOCASH Team may make improvements and/or changes to the Website, its products, services and/or the materials described on the Website at any time.

In addition, to the maximum extent permitted by law, none of the ZIMBOCASH Team shall be responsible or liable for:

1. any loss, liability, cost, expense or damage suffered or incurred arising out of or in connection with any access to or use of the Website or any of its content;
2. any reliance on, or decision made on the basis of, information or material shown on or omitted from the Website;
3. any representation or otherwise in respect of the existence or availability of any job, vacancy, assignment or other engagement or appointment advertised on the Website (if any) and any representation or otherwise that we have or will ask for a candidate’s information, will or have asked to interview or hire a candidate, or that any candidates will meet our needs;
4. any reliance based on any representations made by anyone pretending to be representing the ZIMBOCASH Team; should this come to your attention, please report to the ZIMBCASH company immediately;
5. any matter affecting the Website or any of its content caused by circumstances beyond our reasonable control;
6. the performance of the Website and any fault, delays, interruptions or lack of availability of the Website and any of the services or products provided through the Website, which may occur due to increased usage of the Website, intermittent failures of the Website or the need for repairs, maintenance or the introduction of new facilities, products or services; and
7. any information or material on any website operated by a third-party which may be accessed from the Website.

In no event will any of the ZIMBOCASH Team be responsible or liable for any claims, damages, liabilities, losses, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special (including damages for loss of business, revenues, profits, data, use, goodwill or other intangible losses) regardless of whether the ZIMBOCASH Team have been advised of the possibility of such damages, liabilities, losses, costs or expenses, arising out of or in connection with: (a) the use or performance of the Website; (b) any provision of or failure to provide the Website or its services (including without limitation any links on the Website); (c) any information available from the Website; (d) any conduct or content of any third-party; (e) unauthorized access, use or alteration of the transmission of data or content to or from us; or (f) the failure to receive in any way the transmission of any data, content, funds or property from you. In no circumstances will the aggregate liability of the ZIMBOCASH team arising under these terms exceed US$10.00.

These terms and conditions, privacy policy, all other policies on the ZIMBOCASH website and all legal statements and documents issued by the ZIMBOCASH or ZiTenga teams, constitute the entire agreement between you and the ZIMBOCASH  and ZiTenga Teams  with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written.

17. Indemnification

To the fullest extent permitted by applicable law, you indemnify, defend and hold harmless the ZIMBOCASH Team and any respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (collectively, the “ZIMBOCASH Parties”) from and against all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your access to or use of the Website, products or services; (ii) your User Content; (iii) any Feedback you provide; or (iv) your violation of these Terms.

We reserve the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification pursuant to these terms.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the ZIMBOCASH Parties. You hereby indemnify to the fullest extent ZIMBOCASH Parties from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these terms.

You understand and agree that the ZIMBOCASH Parties are not responsible for any loss or damage you may incur as a result of your use of the ZIMBOCASH Services, and you agree to indemnify and hold the ZIMBOCASH Parties harmless against any such loss or damage.

You agree that the indemnification obligations under this section shall survive the termination of your use of the ZIMBOCASH Services and these terms and conditions.

18. Dispute resolution and arbitration

• This Dispute resolution clause facilitates prompt and efficient resolution of any disputes that may arise between the User and ZIMBOCASH Team.
• Arbitration is a procedure in which a dispute is submitted, by agreement of the parties, to one or more arbitrators who make a binding decision on the dispute. In choosing arbitration, the parties opt for a private dispute resolution procedure instead of going to court.
• Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge. There is no judge in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees, if otherwise authorized by applicable law)
• For all disputes Users must first give ZIMBOCASH an opportunity to resolve the dispute. This process will be commenced by a written notification. The notification must include your name, your email address, your ZIMBOCASH member ID, your identity document/ passport, your phone number and the description of the dispute.
• If the parties are unable to resolve a dispute within ninety (90) days of notice of such dispute being received by all parties, either the ZIMBOCASH Team or the User may initiate arbitration proceedings.

The arbitration shall commence as an individual arbitration and shall be referred to and finally resolved by arbitration administered by the Arbitration and Mediation Center of the Mauritius Chamber of Commerce and Industry (MARC) in Port Louis, Mauritius under the MARC Arbitration Rules in force when the Request for Arbitration is submitted. In no event shall the arbitration be commenced as a representation of class arbitration. The outcome of the arbitration shall be final and binding on the parties. The seat of arbitration shall be Port Louis, Mauritius. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

• Should MARC, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the MARC rules for commercial arbitration (as last applied by MARC) before a single arbitrator appointed by agreement between the parties to the dispute or difference or failing agreement within ten (10) business days of the demand for arbitration, then any of the ZIMBOCASH Team shall be entitled to nominate the arbitrator. The person so nominated shall be the duly appointed arbitrator in respect of the dispute or difference. In the event of the attorneys of the parties to the dispute or difference failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.
• Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the MARC rules for commercial arbitration.
• The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
• The party initiating the arbitration shall be liable to pay all arbitration filing fees and arbitrator’s costs and expenses. Participants are responsible for all additional fees and costs that the Participant incurs in the arbitration, including, but not limited to, attorneys or expert witnesses.
• In order to avoid spurious claims against the ZIMBOCASH Team or anyone in the ZIMBOCASH Team, if a User wishes to pursue a claim, it needs to provide a written request to the ZIMBOCASH Team and pay an upfront payment amount of US$10 000 to the ZIMBOCASH Team. The ZIMBOCASH Team will then be the party to engage with MARC directly for this matter. Any MARC fees in excess of this amount shall be for the account of the User.
• The parties to the arbitration acknowledge and agree that the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action) unless both the User and ZIMBOCASH Team specifically agree in writing to do so following initiation of the arbitration. Neither the User, nor any other Users of ZIMBOCASH Services, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding.
• This arbitration agreement shall survive the termination of your contract with the ZIMBOCASH Team and your use of the ZIMBOCASH Services.

• The User and the ZIMBOCASH Team agree that any arbitration shall be limited to the dispute between the User and the ZIMBOCASH Team individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other arbitration, and (2) there shall be no right or authority for any dispute to be arbitrated on a class-action basis.

19. Severability

If any provision of the terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein. The invalidity or un-enforceability of any provision of these terms shall not affect the validity or enforceability of the remaining provisions.

20. Feedback

If you decide to submit comments, queries, suggestions, ideas, original or creative materials or any other information to the ZIMBOCASH Team (collectively, “Feedback”), you do so on your own accord and not based on any request or solicitation from us. Feedback does not include User Content. We reserve the right to use the Feedback for any purpose at no charge and without compensation to you. Do not send us any Feedback if you expect to be paid or want to continue to own or claim rights to your Feedback. The purpose of these terms is to avoid potential misunderstandings or disputes if the ZIMBOCASH products, services, business ideas or business strategies might seem similar to ideas submitted to us as Feedback. If you decide to send us Feedback, you acknowledge and understand that the ZIMBOCASH Team makes no assurances that your Feedback will be treated as confidential or proprietary. By submitting Feedback to us, you grant us a worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable, and transferable license to use, modify, reproduce, distribute, display, publish, or perform the Feedback for any purpose without any obligation to compensate you. Do not submit any Feedback if you expect to be paid or want to continue to own or claim rights to your Feedback. We reserve the right to use the Feedback for any purpose without any obligation to compensate you or to acknowledge the source of the Feedback

21. Assignment

ZIMBOCASH is allowed to assign, transfer, and subcontract its rights and/or obligations under these terms without any notification. This contract is between the ZIMBOCASH Team and you. You are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under the terms without our written consent.

22. Intellectual property

The ZIMBOCASH Team and its licensors retain all right, title and interest in the ZIMBOCASH and ZIMBOPAY services, including the Website, the ZIMBOCASH Blockchain design and its products and services, all copyrights, patents, trade secrets, trademarks, other intellectual property rights, trade names, logos, slogans, custom graphics, button icons, scripts, videos, text, images, software, code, files, content, agreements, policies, information and other material available on the Website and nothing on the Website may be copied, imitated or used, in whole or in part, without our or the applicable licensor’s prior written permission. The ZIMBOCASH Team reserves all rights not expressly granted.

Any unauthorised reproduction is prohibited.

You must not otherwise reproduce, adapt, store, transmit, distribute, print, display, commercialise, publish or create derivative works from any part of the content, format or design of the ZIMBOCASH Services.

If you seek to reproduce or otherwise use the content on the Website in any way it is your responsibility to obtain approval from us for such use. Nothing in these terms will be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of the ZIMBOCASH Team or any third-party, whether by estoppel, implication or otherwise.

23. Acceptable use policy

You must only use the content or services provided through the Website for their stated purpose. You must not use the Website or any other ZIMBOCASH interface, wallet, application or program to:

1. gain access to anyone’s ZIMBOCASH account other than yours;
2. publish, send, submit or display any information or engage in any conduct that is unlawful, discriminatory, harassing, defamatory, threatening, offensive, or otherwise objectionable;
3. display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice;
4. interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others use or enjoyment of the Website;
5. violate any applicable laws or regulations;
6. use the Website or links on the Website in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from using the Website or links on the Website or that could damage, disable, overburden or impair the functioning of the Website or our servers or any networks connected to any of our servers in any manner;
7. create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorized User of the Website or a ZIMBOCASH representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group;
8. mislead or deceive us, our representatives and any third-parties who may rely on the information provided by you, by providing inaccurate or false information, which includes omissions of information;
9. disguise the origin of any material transmitted through the services provided by the Website, whether by forging message/packet headers or otherwise manipulating normal identification information;
10. violate, infringe or misappropriate any intellectual or industrial property right of any person, such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party, or commit a tort;
11. upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;
12. send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorized advertising or promotional material;
13. access any content, area or functionality of the Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of the Website;
14. obtain unauthorized access to or interfere with the performance of the servers which host the Website or provide the services on the Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;
15. attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of our servers through hacking, password mining, or any other means;
16. obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website or its services;
17. harvest or otherwise collect, whether aggregated or otherwise, data about others including email addresses and/or distribute or sell such data in any manner;
18. use any part of the Website other than for its intended purpose; or
19. use the Website to engage in or promote any activity that violates these terms.

24. Entire agreement

The terms together with the Privacy Policy available on the Website constitute the entire agreement between the ZIMBOCASH Team and you in relation to your use of the ZIMBOCASH Services and supersede all prior agreements.

25. Laws, regulations and jurisdiction

The terms are governed by and interpreted in accordance with the laws of Mauritius.  All claims arising out of or relating to these terms will be litigated exclusively in terms of the arbitration provisions above in Mauritius, and you and we consent to personal jurisdiction of the MARC arbitration processes. Any arbitration decision shall be binding in Mauritius, Zimbabwe and any other jurisdiction.

We do not warrant, represent or guarantee that your use of the ZIMBOCASH Services is appropriate for use or available in your territory whether in Zimbabwe or otherwise. You are responsible for ascertaining and monitoring the legal status of the products and services in your territory and use them at your own risk. Please review Exhibit A as part of these Terms covering the Sanctioned Countries and Forbidden Jurisdictions.

When any claim is grounded in tort law, including but not limited in case of defamation, privacy rights of ZIMBOCASH team members, false whistleblower activities, the civil court in the country of the habitual residence of the User is competent to hear any claim.

26. Taxation

You are responsible for determining your tax liability in relation to your use of ZIMBOCASH Services. You agree to indemnify and hold the ZIMBOCASH Team harmless from any tax liabilities that may arise as a result of your use of the ZIMBOCASH Services. If you are required to pay any taxes or other fees in connection with your use of the ZIMBOCASH Services, it is your responsibility to timely pay such taxes or fees to the appropriate authorities. The ZIMBOCASH Team is not responsible for collecting, reporting, or remitting taxes on your behalf.

27. Other

All content on the Website is for information purposes only and should not be taken as advice from us.

We have used sound effects from https://www.freesfx.co.uk.

During periods of high demand, Users may experience delays.

From time to time, our services will be restricted due to maintenance and system updates.

We reserve the right to change, modify, or discontinue any aspect of the ZIMBOCASH Services at any time without notice.

 

© ZIMBOCASH 2020 All rights reserved.

 

 

EXHIBIT A: SANCTIONED COUNTRIES AND FORBIDDEN JURISDICTIONS

 

1. SANCTIONED COUNTRIES

 

WE NEVER SELL TO THE FOLLOWING SANCTIONED COUNTRIES: CUBA, IVORY COAST, IRAN, SYRIA, MYANMAR, AND NORTH KOREA. EACH PROSPECTIVE PURCHASER SHALL BE RESPONSIBLE TO FOLLOW THE LAWS AND REGULATIONS IN THESE AND FUTURE SANCTIONED COUNTRIES.

 

2. RESTRICTED JURISDICTIONS

 

AUSTRALIA

NO PROSPECTUS OR DISCLOSURE DOCUMENT WITH RESPECT TO OUR TOKENS HAS BEEN FILED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, THE AUSTRALIAN PRUDENTIAL REGULATION AUTHORITY, OR THE AUSTRALIAN STOCK EXCHANGE.

 

THIS OFFERING IS PROVIDED TO A LIMITED NUMBER OF SOPHISTICATED INVESTORS AS DEFINED UNDER THE CORPORATION ACT OF THE COMMONWEALTH OF AUSTRALIA. TO FULFIL THE CONDITIONS OF A SOPHISTICATED INVESTOR UNDER AUSTRALIAN LAWS AND REGULATIONS, A PROSPECTIVE INVESTOR MUST HAVE AN OFFICIAL CERTIFICATE FROM A CHARTERED ACCOUNTANT THAT HE/SHE MEETS CERTAIN CAPITAL REQUIREMENTS.

 

CANADA AND RESALE RESTRICTIONS

ACCORDING TO CANADIAN SECURITIES LAWS AND REGULATIONS, THIS OFFERING IS UNDER NO CIRCUMSTANCES TO BE CONSIDERED A PROSPECTUS OR A PUBLIC OFFERING OF OUR TOKENS IN CANADA. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY ON PROVINCIAL LEVEL IN CANADA REVIEWED THE NATURE OF OUR TOKENS. EACH CANADIAN PURCHASER OF OUR TOKENS REPRESENTS TO THE COMPANY THAT HE/SHE IS A PERSON TO WHO THE TOKENS MAY BE OFFERED AND SOLD. PURCHASER IS QUALIFIED UNDER APPLICABLE PROVINCIAL SECURITIES LAWS. WE RESERVE THE RIGHT TO REJECT THE ALLOCATION OF PURCHASED TOKENS TO PROSPECTIVE PURCHASERS RESIDING IN CANADA, AND THE ANNULMENT OF ANY PURCHASE MADE.

THE RESALE OF OUR TOKENS MUST BE AT ALL TIMES IN ACCORDANCE WITH CANADIAN SECURITIES LAWS AND REGULATIONS. IT MEANS THAT A RESALE HAS TO BE MADE IN ACCORDANCE WITH CERTAIN REQUIREMENTS FOR A PROSPECTUS. WE ADVISE CANADIAN PURCHASERS TO SEEK FURTHER LEGAL ADVICE BEFORE DECIDING ON ANY RESALE OF OUR TOKENS.

 

CHINA

RESPIRATION TOKENS WILL NOT BE OFFERED DIRECTLY, OR INDIRECTLY TO PEOPLE IN THE PEOPLE’S REPUBLIC OF CHINA (OR MACAU). THE INFORMATION IN THIS WHITEPAPER WILL NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO BUY ANY TOKENS WITHIN CHINA. THE COMPANY WILL NOT SUBMITTED, SEEK APPROVAL OR VERIFICATION WITH ANY GOVERNMENTAL OR FINANCIAL AUTHORITIES IN CHINA. OUR TOKENS MAY NOT BE DISTRIBUTED TO PEOPLE IN CHINA.

 

EUROPEAN UNION

NO PROSPECTUS, OFFERING MATERIAL, OR DISCLOSURE DOCUMENT HAS BEEN LODGED WITH ANY MEMBER STATE OF THE EUROPEAN UNION. THE EUROPEAN UNION PROSPECTUS DIRECTIVE (203/71/EC) GIVES MINIMUM STANDARDS ON HOW TO IMPLEMENT CERTAIN RULES FOR THE MEMBER STATES. THE PROSPECTIVE DIRECTIVE CONTAINS CERTAIN EXEMPTIONS, AND THE COMPANY RESERVES THE RIGHT TO OFFER TOKENS IN ACCORDANCE WITH THE EXEMPTIONS UNDER THE SECURITIES LAWS OF EACH EU MEMBER STATE.

 

EACH PROSPECTIVE PURCHASER RESIDING IN ANY EU MEMBER STATE, WHO

PURCHASES, HOLDS OR SELLS TOKENS, REPRESENTS AND WARRANTS HE/SHE IS QUALIFIED TO PURCHASE TOKENS ACCORDING TO THE LAW OF THE RELEVANT EU MEMBER STATE, IMPLEMENTING RULE 2(1)(E) PROSPECTUS DIRECTIVE.

 

REPUBLIC OF SOUTH AFRICA

OUR TOKENS OFFERED ARE FOR YOUR ACCEPTANCE ALONE, AND MAY NOT BE OFFERED OR MADE AVAILABLE TO PERSONS OTHER THAN YOURSELF AND MAY NOT BE OFFERED PUBLICLY, OR SOLD, PROMOTED. THIS OFFERING MEMORANDUM MAY ONLY BE PROVIDED TO SELECTED INDIVIDUALS.

 

THE UNITED KINGDOM

THE CONTENT OF THIS OFFERING HAS NOT BEEN APPROVED UNDER THE RULES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. THIS OFFERING DOES NOT CONSTITUTE AN OFFER OF NOTES TO THE PUBLIC IN THE UNITED KINGDOM. NO OFFERING HAS BEEN APPROVED OR WILL BE APPROVED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY IN THE UNITED KINGDOM.

 

THE UNITED STATES

THIS OFFERING WILL ONLY BE OFFERED OUTSIDE THE UNITED STATES AND TO NON-US CITIZENS, AND WE WILL NOT REGISTER THIS OFFERING AS SECURITIES UNDER THE US SECURITIES ACT 1933 NOR WE MAKE USE OF ANY APPLICABLE EXEMPTION FROM REGISTRATION.