EZS Token Sale Terms and Conditions
The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”) purchase of cryptographic tokens ("EZS") from EZsmarts OÜ, a company registered in the Estonia (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the EZS Token sale.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE EZS FROM THE COMPANY. BY PURCHASING EZS FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT [email protected]. By purchasing EZS, and to the extent permitted by law, you are agreeing not to hold any of the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “EZsmarts Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of EZS, including losses associated with the terms set forth below.
DO NOT PURCHASE EZS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING EZS, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE EZS.
PURCHASES OF EZS SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING ETHEREUM TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF EZS DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF EZS RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE EZS OR PARTICIPATE IN THE SALE OF EZS. YOUR PARTICIPATION IN EZS SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.
PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE EZS TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Conditions to EZS token sale
YOU MAY NOT MAKE A ACQUIRE A EZS TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA.
When you purchase, or otherwise receive, a EZS token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the EZS tokens:
- you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
- you are legally permitted to receive and hold EZS in your and any other relevant jurisdiction;
- you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of EZS and allocate EZS to you;
- you have not supplied us with information relating to your acquisition of EZS or otherwise which is inaccurate or misleading;
- you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
- you will notify us promptly of any change to the information supplied by you to us;
- you are of a sufficient age (if an individual) to legally obtain EZS, and you are not aware of any other legal reason to prevent you from obtaining EZS;
- you take sole responsibility for any restrictions and risks associated with receiving and holding EZS, including but not limited to these set out in Annex A;
- by acquiring EZS, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
- you are not obtaining or using EZS for any illegal purpose, and will not use EZS for any illegal purpose;
- you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of EZS;
- your acquisition of EZS not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
- to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of EZS and/or the Ethereum Network;
- you accept that EZS is created and you obtain EZS on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing EZS without being able to provide any warranties in relation to EZS, including, but not limited to, title, merchantability or fitness for a particular purpose;
- you accept that you bear sole responsibility for determining if (i) the acquisition, the allocation, use or ownership of EZS (ii) the potential appreciation or depreciation in the value of EZS over time, if any, (iii) the sale and purchase of EZS; and/or (iv) any other action or transaction related to EZS has tax implications.
2. Overview of EZS sale
EZS is required for proper operation and comprehensive utilization of EZSMARTS (as defined in the white paper (the “White Paper”) provided at https://ezsmarts.io/ (the “Website”) as of the date the Purchaser acquires EZS token). After the EZS sale, each EZS is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to EZS are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or EZS from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of EZS portfolio) and block their acquisition.
The maximum total amount of EZSs minted is 210,00,000 out of which to be issued for sale is 105,000,000 (roughly equivalent to US$10,500,000). EZSs are generated as Purchasers buy them and the total supply of EZSs will be fixed after the end of the EZS sale. No more EZSs will be issued after the end of the EZS sale, as described in the preceding paragraph. Ownership of EZS during the EZS token sale carries no rights express or implied. Purchases of EZS are non-refundable.
The anticipated distribution of the EZS tokens is as follows:
· Private Sale 10%
· Pre Sale 10%
· Public Sale 30%
· Ambassadors 3%
· Advisors 3%
· Partnership 4%
· Founders and Team 15%
· Treasury 25%
3. EZS Price
EZS is pegged against USDT during its sale. Purchasers in the EZS token sale will be allocated their EZS tokens to their Solana supported wallet address 7 days after end of Public token sale:
- During private sale the first 21,000,000 EZS tokens is priced at USDT 0.07 per EZS Token;
- Next Pre-sale of 21,000,000 EZS Tokens is priced at USDT 0.08 per EZS Token;
- Finally Public sale of 63,000,000 EZS Tokens is priced at USDT 0.09 per EZS Token
The purchase is allowed in Fiat and Crypto, and exchange rate is dynamically set with respect to USDT.
Purchaser must have an Solana supported wallet that supports SOL SPL token in order to receive any EZS purchased from the EZsmarts.
4. Timing of EZS Token Sale
The EZS sale will run for 21 calendar days or when the EZS sale hard cap is reached. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
The general public will be able to see the total number of EZS tokens currently sold, as well as the distribution of all EZS tokens between the participating Solana supported wallet accounts. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold as well as the share of EZS tokens allocated to the shareholders of Company. Furthermore, the Solana supported wallet accounts used to store EZS post EZS sale will be publicly available and their balances will also be made available on the Website to respective account holders
5. After the EZS Token Sale
All investors of EZS Token will receive their EZS Token in their Solana supported wallet around 7 days post end of EZS Token public sale. The Purchasers should have no expectation of influence over governance of the Company. Purchaser will be able to sell EZS after the EZS token sale completion and listing of EZS Token on exchange. Information of listing on exchanges will be provided in due course on website ezsmarts.io.
6. The Company Will Not Purchase EZS During the EZS Sale
The Company warrants that neither it nor its shareholders will purchase EZS during the EZS sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase EZS from any third party during the period of the EZS sale.
7. All purchases of EZS are final
ALL PURCHASES OF EZS ARE FINAL. PURCHASES OF EZS ARE NON-REFUNDABLE. BY PURCHASING EZS, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING EZS CREATES MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE COMPANY AND/OR EZS, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL EZS FROM SUCH EZS OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL ALL CRYPTOCURRENCY ASSETS OF THE COMPANY.
8. Taxation of EZS and Taxation Related to the Token Sale
The Purchaser bears the sole responsibility to determine if the purchase of EZS with BTC, LTC, ETH or the potential appreciation or depreciation in the value of EZS over time has tax implications for the Purchaser in the Purchaser's home jurisdiction. By purchasing EZS, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of EZS.
10. Force Majeure
The EZSMARTS Team is not liable for failure to perform solely caused by:
- unavoidable casualty,
- delays in delivery of materials,
- government orders,
- acts of civil or military authorities,
- acts by common carriers,
- emergency conditions (including weather conditions),
- security issues arising from the technology used,
or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other's inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
11. Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING EZS AT THE PURCHASER'S SOLE RISK AND THAT EZS IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE EZSMARTS TEAM WARRANTS THAT THE PROCESS FOR PURCHASING EZS WILL BE UNINTERRUPTED OR ERROR-FREE.
12. Limitations Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, EZS OR (ii) THE EZSMARTS TEAM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE EZSMARTS TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, EZS, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO EZS. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE EZSMARTS TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF EZS, AND THAT THE RISK OF PURCHASING AND USING EZS RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE EZSMARTS TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF EZS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR FRAUD OF THE EZSMARTS TEAM.
13. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of EZS. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of EZS and supersede any public statements about the EZS token sale made by third parties or by the EZSMARTS Team or individuals associated with any of the EZSMARTS Team, past and present and during the EZS token sale.
The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
15. No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the EZSMARTS Team shall be deemed a modification of these Terms nor be legally binding.
16. Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing EZS. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
17. Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the EZsmarts Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of EZS; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section 18. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold EZS purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any EZSMARTS's communications is considered official. The English version shall prevail in case of differences in translation.
21. Governing Law
The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with Estonian law.
Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the LCIA Rules which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be London. The language of the arbitration shall be English.
A dispute arising out of or related to these Terms is personal to you and the 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.
By purchasing, owning, and using EZS, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to EZS Due to Loss of Private Key(s), Custodial Error or Purchaser Error
A private key, or a combination of private keys, is necessary to control and dispose of EZS stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing EZS will result in loss of such EZS. 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 EZS. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store EZS in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your EZS. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving EZS, or provides an address that is not Solana wallet compatible, may result in the loss of your Tokens.
2. Risks Associated with the Solana Protocol
Because EZS and the EZsmarts platform are based on the Solana protocol, any malfunction, breakdown or abandonment of the Solana protocol may have a material adverse effect on the platform or EZS. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the EZS and the platform, including the utility of the EZS for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Solana protocol.
3. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Solana protocol, EZS are susceptible to attacks by miners in the course of validating EZS transactions on the Solana blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and EZS, including, but not limited to, accurate execution and recording of transactions involving EZS.
4. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the platform or EZS in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and EZS, including the utility of EZS for obtaining services.
5. Risks Associated with Markets for EZS
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 EZS (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
6. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, EZS are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of EZS 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 EZsmarts platform and EZS. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the platform and EZS. Regulatory actions could negatively impact the platform and EZS in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of EZS constitutes unlawful activity or that EZS are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation
The tax characterization of EZS is uncertain. You must seek your own tax advice in connection with purchasing EZS, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of Competing platforms
It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the EZsmarts services.
10. Risks Arising from Lack of Governance Rights
Because EZS confer no governance rights of any kind with respect to the EZsmarts platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any EZS you own, including their utility for obtaining services.
11. Unanticipated Risks
Cryptographic tokens such as EZS are a new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of EZS, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms.