Token Sales Agreement

SUAPP TOKEN SALE AGREEMENT

 

Please read these terms of token sale carefully. By purchasing SUP Tokens from suapp.org you will be bound by these terms of token sale and all terms incorporated here by reference.

If you do not agree to these terms of token sale, do not make any contribution to suapp.org and do not purchase SUP Tokens.

This Token Sale Agreement (hereinafter the “Agreement”) is entered by and among you or the

entity that you rightfully and legally represent (“Buyer” or “You”) and SUAPP Project (“Seller”, “Company” or “suapp.org. Buyer and Seller are herein individually referred to as a “Party”

and collectively, as the “Parties”.

WHEREAS:

(A) The Company is issuing and selling up SUP Tokens for the purposes indicated in the White

Paper, during an ICO event that is planned to commence on 27TH September, 2018;

(B) The Buyer is interested in purchasing SUP Tokens and supporting and funding the

development of the suapp.org Platform;

NOW, THEREFORE, it is mutually agreed as hereafter set forth:

 

  1. DEFINITIONS

1.1. The following words and phrases used in this Agreement shall have the following meanings,

except where the context clearly requires otherwise:

“Company Parties” means Company and its respective past, present and future employees,

officers, directors, contractors, consultants, attorneys, accountants, financial advisors,

equity holders, suppliers, vendors, service providers, parent companies, subsidiaries,

affiliates, agents, representatives, predecessors, successors and assigns. “Company Party”

means one of the foregoing, as the case may be.

“Cryptocurrency” means Bitcoin (BTC), Ethereum (ETH) and other cryptocurrency which

Company will accept as the payment for SUP Tokens.

“Damages” means damages, losses, liabilities, costs or expenses of any kind, whether direct

or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special

and including, without limitation, any loss of business, revenues, profits, data, use, goodwill

or other intangible losses.

“Fiat Currencies” means the legal tender currency circulated in specific country or region,

such as US dollars, Euro, etc.

“GDPR” means the new EU General Data Protection Regulations, which came into force on

25 May 2018.

“Intellectual Property” has the meaning set out in the Website Terms of Use.

suapp.org Platform” means the solution described in the White Paper and to be developed

by the Company.

“SUP Tokens” has the meaning ascribed to it in the foregoing Preamble.

“Notices” has the meaning set out in Article 13.8.

“Privacy Policy” means the document available on the Website (as may be amended from

time to time) describing the methods how Company Parties collect, use and release the

information collected.

“Restricted Persons” has the meaning, set out in Article 3.3.

“Services” means the services and other use cases which Company provides to the holders

of the SUP Tokens via the suapp.org Platform and which are more specifically described in

the White Paper.

“Token Generation Event” means the event organized by the Company to sale SUP Tokens

as set out in the White Paper (as may be amended from time to time).

“User Account” has the meaning, set out in Website Terms of Use.

“Website” means https:// suapp.org and all subdomains and all their respective pages.

“Website Terms of Use” means the document available on the Website (as may be amended

from time to time) describing the terms of use of the Website.

“White Paper” means the document describing the suapp.org Platform, the SUP Tokens, the

Services, and other matters related to the suapp.org Platform, and available on the Website

(as may be amended from time to time).

 

  1. SALE-PURCHASE OF SUP TOKENS AND LEGAL STATUS OF SUP TOKENS

2.1. Company will conduct a sale of the SUP Tokens, which will begin on 27TH September, 2018.

2.2. On the terms and subject to the conditions provided under this Agreement, the Company

sells to the Buyer and, respectively, the Buyer purchases from the Company SUP Tokens.

2.3. Payment for SUP Tokens shall be made, at Buyer’s discretion:

  1. a) in Fiat Currency by wire transfer to the account the details of which will be

available on the Website;

  1. b) in Cryptocurrency by transfer to the Cryptocurrency wallet address the details of

which will be available on the Website.

2.4. There is a minimal amount of payment for the SUP Tokens that Buyer will be able to make.

At any specific time, such minimal amount may vary for different Fiat

Currencies/Cryptocurrencies, depending on the applicable exchange rate between the

payment currency and Ethereum (ETH). The information on such minimal amount will be

available on the Website at any specific time.

2.5. SUP Token is divisible, therefore fractional share of SUP Token may be purchased.

2.6. SUP Tokens are intended to be used only:

  1. a) to enable usage of and interaction with the org Platform and to support its

development and operation as it is strictly described in the White Paper;

  1. b) as a means to obtain the Services as it is strictly described in the White Paper;
  2. c) as a means to obtain the potential benefits provided in the White Paper.

2.7. Buyer hereby accepts explicitly and agrees that:

  1. a) it is the responsibility of solely Buyer to determine if Buyer can legally purchase

the SUP Tokens in his jurisdiction and whether Buyer can then resell the SUP Tokens

to another purchaser in any given jurisdiction; and

  1. b) it is not acquiring the SUP Tokens for any other uses or purposes, except for as

specified in Article 2.6.; and

  1. c) none of the Company Parties has other obligations, except as expressly stated in

this Agreement.

2.8. Additional details with respect to the SUP Tokens, the Services and suapp.org Platform are

provided in the White Paper.

2.9. Ownership of the SUP Tokens carries no rights, express or implied, other than the right to

use the SUP Tokens and obtain the Services and the potential benefits as specified in Article

2.6. In particular, SUP Tokens:

  1. a) do not provide Buyer with rights of any form with respect to any of the Company

Parties or its revenues or assets, including any voting, distribution, redemption,

liquidation, proprietary (including all forms of Intellectual Property), or other

financial or legal rights;

  1. b) do not represent any form of loan to any of the Company Parties.

 

  1. GENERAL PROVISIONS ON SUP TOKEN SALE PROCEDURE

3.1. The substantial information about the procedures and material specifications of the SUP

Token Sale are provided in the White Paper, including details regarding the timing, pricing

of the SUP Token Generation Event, and the number of SUP Tokens to be sold and

distributed.

3.2. Buyer acknowledges that it understands and has no objection to these procedures and

material specifications. Failure to follow such procedures may result in Buyer not receiving

any SUP Tokens.

3.3. SUP Tokens are not being offered or distributed to the following restricted persons (the

“Restricted Persons”):

  1. a) citizens of, natural and legal persons, having their habitual residence, location or

their seat of incorporation in the United States of America (including its states and

the district of Columbia), Puerto Rico, the Virgin Islands of the United States, or

any other possessions of the United States of America; and

  1. b) citizens of, natural and legal persons, having their habitual residence, location or

their seat of incorporation in the country or territory where transactions with

digital tokens are prohibited or in any manner restricted by applicable laws or

regulations, or will become so prohibited or restricted at any time after this

Agreement becomes effective.

3.4. The Restricted Persons are strictly prohibited and restricted from purchasing and using the

SUP Tokens and Company Parties are not soliciting purchases and usage by Restricted Persons

in any way.

 

  1. SECURITY OF SUP TOKENS BUYER’S

4.1. Buyer shall implement reasonable measures for securing the wallet, vault or other storage

mechanism utilized to receive and hold the purchased SUP Tokens, including any requisite

private keys or other credentials necessary to access such storage mechanisms.

4.2. In the case that Buyer is no longer in possession of Buyer’s private keys or any device

associated with Buyer’s account or is not able to provide Buyer’s login or identifying

credentials, Buyer may lose all of Buyer’s SUP Tokens and/or access to Buyer’s account.

Company Parties are under no obligation to recover any SUP Tokens and are not liable for

such loss of Buyer’s SUP Tokens.

 

  1. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING

5.1. Company reserves the right to conduct “Know Your Customer” and “Anti-Money Laundering”

checks on Buyers if deem necessary or it becomes required by the applicable laws.

5.2. Upon any Company Party’s request, Buyer shall immediately provide to respective Company

Party information and documents that such Company Party, in its sole discretion, deems

necessary or appropriate to conduct “Know Your Customer” and “Anti-Money Laundering”

checks. Such documents may include, but are not limited to, passports, driver’s licenses,

utility bills, photographs of associated individuals, government identification cards or sworn

statements. Company may, in its sole discretion, refuse to distribute SUP Tokens to Buyer

until such requested information is provided.

5.3. Company reserves the right to refuse or reject the offer on acquisition of the SUP Tokens

from Buyer that, according to the information available to Company Parties, is suspected in

receiving the funds used for the SUP Token purchase or in using the SUP Tokens or the

suapp.org Platform, with the aim of money laundering, terrorism financing, or any other

illegal activity. In addition, Company has the right to use any possible efforts for preventing

the money laundering and terrorism financing.

 

  1. BUYER’S RESPONSIBILITY FOR THE TAXES

6.1. The purchase price that Buyer pays for the SUP Tokens is exclusive of all applicable taxes.

Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the

SUP Tokens, including sales, use, value added, and similar taxes.

6.2. Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes

arising from the purchase of the SUP Tokens to the appropriate tax authorities.

6.3. None of Company Parties bear liability or responsibility with respect to any tax consequences

to Buyer arising from the purchase of the SUP Tokens.

 

  1. BUYER’S REPRESENTATION AND WARRANTIES

7.1. By concluding the Agreement, Buyer represents and warrants to each of the Company Parties

that each of the following representations and warranties is true, accurate and not

misleading on the date when such sending has occurred and on the date of conclusion of the

Agreement:

(A) Buyer’s Awareness of Transaction, Technology, and Risks

7.1.1. Buyer has read and understand this Agreement, the White Paper, the Website Terms of Use

and the Privacy Policy.

7.1.2. Buyer has read and understand the risks related to the SUP Tokens and usage of the suapp.org

Platform specified in the White Paper.

7.1.3. Buyer has sufficient understanding of the functionality, usage, storage, transmission

mechanisms and other material characteristics of cryptographic tokens, token storage

mechanisms (such as token wallets), blockchain technology and blockchain-based software

systems to understand this Agreement and to appreciate the risks and implications of

purchasing the SUP Tokens.

7.1.4. Buyer appreciate the risks and implications of using the SUP Tokens, Website, the Services,

and method of payment for the Services specified on the Website, as well as know how to

manage them, and Buyer is solely responsible for any evaluations based on such knowledge.

7.1.5. Buyer has obtained sufficient information about the SUP Tokens to make an informed

decision to purchase the SUP Tokens.

7.1.6. Buyer understands that the value of the SUP Tokens over time may experience extreme

volatility or depreciate in full.

(B) Authority to Enter into Agreement

7.1.7. Buyer has all requisite power and authority to enter into this Agreement, to purchase the

SUP Tokens, to use the Website and the Services and to carry out and perform his obligations

under this Agreement.

7.1.8. Buyer is of sufficient age and capacity to purchase the SUP Tokens in accordance with the

laws and regulations of the Buyer’s country of residence or any other applicable

requirement.

(C) Buyer is not a Restricted Person

7.1.9. Buyer is not a Restricted Person and does not represent a Restricted Person.

(D) Compliance with Applicable Laws and Regulations

7.1.10. The entering into and performance of this Agreement will not result in any violation of, be

in conflict with, or constitute a material default under, with or without the passage of time

or the giving of notice:

  1. a) any provision of Buyer’s constituent documents, if applicable;
  2. b) any provision of any judgment, decree or order to which Buyer is a party, by which

it is bound, or to which any of its material assets are subject;

  1. c) any material agreement, obligation, duty or commitment to which Buyer is a party

or by which it is bound;

  1. d) any foreign exchange, anti-money laundering or regulatory restrictions applicable

to purchase of the SUP Tokens;

  1. e) any laws, regulations or rules applicable to Buyer.

(E) Legal Source of the Assets Used for Payment of Services

7.1.11. The assets, including any digital assets, fiat currency, virtual currency or Cryptocurrency,

Buyer uses to purchase the SUP Tokens are not derived from or related to any unlawful

activities, including but not limited to money laundering or terrorist financing, and Buyer

will not use the SUP Tokens to finance, engage in, or otherwise support any unlawful

activities.

  1. NO COMPANY PARTIES’ REPRESENTATION AND WARRANTIES

8.1. Buyer hereby acknowledges and agrees that the SUP Tokens are sold on an “as is”, “as

available” and “with all faults” basis and Buyer purchases the SUP Tokens exclusively at his

own risk without any express or implied representations and/or warranties of any kind by

Company Parties.

8.2. Company and other Company Parties (if applicable) expressly disclaim all express and

implied warranties and representations as to the SUP Tokens and the suapp.org Platform.

None of the Company Parties makes any representations or warranties, express or implied,

including:

  1. a) any warranties and representations with respect to the content, information, data,

availability, uninterrupted access, Services, or products provided through or in

connection with the SUP Tokens, the suapp.org Platform and the Website;

  1. b) any warranties and representations that the Website or the server that makes it

available are free of viruses, worms, trojan horses or other harmful components;

  1. c) any warranties and representations 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 the Services or products will be corrected;

  1. d) any warranties and representations of title or merchantability or fitness for a

particular purpose with respect to the suapp.org Platform, the SUP Tokens or their

utility, or the ability of anyone to purchase or use the SUP Tokens;

  1. e) any warranties and representations of non-infringement.

 

  1. LIMITATION OF LIABILITY AND INDEMNIFICATION
  • 1. Limitation of Company Parties’ Liability

9.1. In no event will any of Company Parties be 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

Company Parties have been advised of the possibility of such Damages, liabilities, losses,

costs or expenses, arising out or in connection with:

  1. a) the sale of SUP Tokens;
  2. b) the use or performance of the SUP Tokens, the Website or the Services;
  3. c) any material or information available from the Website;
  4. d) any conduct or content of any third party;
  5. e) unauthorized access, use or alteration of the transmission of data or content to or

from the Company Parties; or

  1. f) the failure to receive in any way the transmission of any data, content, funds or

property from Buyer;

  1. g) any unlawful access to or use of the SUP Tokens, of the Website, any of its content,

or the Services;

  1. h) any reliance on, or decision made based on, information or material shown

on or omitted from the Website;

  1. i) the performance of the SUP Tokens, the Website and any fault, delays,

interruptions or lack of availability of the Website, 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

  1. j) any information or material on any website operated by a third party which may

be accessed from the Website.

9.2. Fully permitted by applicable law, in no event will the aggregate liability of

the Company Parties (jointly), whether in contract, warranty, tort (including negligence,

whether active, passive or imputed), or other theory, arising out of or relating to this

Agreement or the use of or inability to use the SUP Tokens, the suapp.org Platform, the

Website or the Services, exceed the amount paid to Company for SUP Tokens, content,

access to the Website or use of the Services.

9.3. Fully permitted by applicable law, Buyer disclaims any right or cause of

action against any of the Company Parties of any kind in any jurisdiction that would give

rise to any Damages whatsoever, on the part of any Company Party.

9.4. Buyer understands and agrees that it is Buyer’s obligation to ensure compliance with any

legislation relevant to his country of domicile concerning purchase and use of the SUP Tokens

and that Company Parties should not accept any liability for any illegal or unauthorized

purchase or use of the SUP Tokens.

  • 2. Indemnification for Losses Incurred by a Company Party

9.5. Fully permitted by applicable law, Buyer will indemnify, defend and hold

harmless and reimburse Company Parties from and against all claims, demands,

actions, Damages, losses, costs and expenses (including attorneys’ fees) incurred by a

Company Party arising from or relating to:

  1. a) Buyer’s purchase or use of the SUP Tokens or the org Platform;
  2. b) Buyer’s access to or use of the Website or the Services;
  3. c) Buyer’s responsibilities or obligations under this Agreement, the Website Terms of

Use or the Privacy Policy;

  1. d) Buyer’s violation of this Agreement, the Website Terms of Use or the Privacy Policy;
  2. e) Buyer’s violation of any rights of any other person or entity; and/or
  3. f) any act or omission of Buyer that is negligent, unlawful or constitutes willful

misconduct.

9.6. Company reserves the right to exercise sole control over the defense, at Buyer’s expense,

of any claim subject to indemnification under Article 9.5. This indemnity is in addition to,

and not in lieu of, any other indemnities set forth in a written agreement between Buyer

and Company.

  • 3. Force Majeure

9.7. Company Parties shall not be liable and disclaims all liability to Buyer in connection with

any force majeure event, including acts of God, labour disputes or other industrial

disturbances, electrical, telecommunications, hardware, software or other utility failures,

software or smart contract bugs or weaknesses, earthquakes, storms, or other naturerelated

events, blockages, embargoes, riots, acts or orders of government, acts of terrorism

or war, technological change, changes in interest rates or other monetary conditions, and,

for the avoidance of doubt, changes to any blockchain-related protocol.

9.8. If an event of force majeure occurs, the party injured hereto by the other’s inability to

perform may elect to suspend this Agreement, in whole or part, for the duration of the force

majeure circumstances. The party hereto 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.

  • 4. Release

9.9. Fully permitted by applicable law, Buyer releases the Company Parties from

responsibility, liability, claims, demands, and/or Damages (actual and consequential) of

every kind and nature, known and unknown (including, but not limited to, claims of

negligence), arising out of or related to disputes between Buyer and Company Parties and

the acts or omissions of third parties.

9.10. Buyer expressly waives any statute or common law principles that would otherwise limit the

coverage of this release to include only those claims which Buyer may know or suspect to

exist in favour of Buyer at the time of agreeing to this release.

 

  1. TERMINATION OF AGREEMENT

10.1. This Agreement shall terminate upon the performance of all obligations of the parties

hereof. In addition to the cases stated herein, Company reserves the right to terminate this

Agreement at any time in its sole discretion, including if Buyer breaches this

Agreement.

10.2. Upon termination of this Agreement:

  1. a) all of Buyer’s rights under this Agreement immediately terminate;
  2. b) Buyer is not entitled to a refund of any amount paid, unless otherwise strictly

provided herein or in the White Paper; and

  1. c) Article 6 (Buyer’s Responsibility for the Taxes), Article 7 (Buyer’s Representations

and Warranties), Article 9 (Limitation of Liability and Indemnification),

Article 10 (Termination of Agreement),

Article 11 (Data Privacy) and Article 12 (Miscellaneous) shall continue to apply in

accordance with their terms.

  1. DATA PRIVACY

11.1.1. Your privacy is important to us. At suapp.org, we are committed to protecting your personal

information with the highest level of integrity. This policy is intended to inform you of our

privacy practices in association with the collection and use of your information obtained

through our website (www. suapp.org), services, and applications.

11.1.2. We do not collect any personal information from visitors of our website. However, if you use

and/or purchase our services or applications, there may be some information we collect.

When we need information that personally identifies you or allows us to contact you, we

will explicitly ask you for it. For example, to use the suapp.org solution service, we may

collect, store, and access one or more of the following: (1) an email address; (2) photos or

video that you upload through the application or otherwise provide to us; and (3) a biometric

template, comprised of a list of numbers created by us from the photos or videos you

uploaded. In addition, we will store any information you provide to our sales department

within one of our contact forms.

11.1.3. The personal information we collect from you will be used to provide the service(s) or carry

out the transaction(s) you have requested or authorized. In support of these uses, we may

also use personal information to provide you with more effective customer service, and to

improve our products or services. We may also use your email address to contact you

regarding administrative notices from time to time. Information that is collected by or sent

to us may be stored and safely in any other country which we or our affiliates, subsidiaries or agents

maintain facilities.

By using any of our products or services, you consent to any such transfer of information outside of your

country.

11.1.4. We may use demographic information collected from you during the registration or purchase

process (including age, location and gender data) or aggregate information from all of our

users and provide that information in the aggregate to other parties, including advertisers,

for marketing and promotional purposes. However, if we do so, that information will not be

in the form that will allow any third party to identify you personally.

11.1.5. When you visit our website, we automatically collect certain other information about you.

This includes the URL that you just came from, the URL you next go to, the browser you are

using, your IP address, the pages you visit, and the types of services you purchase.

11.2. Disclosure of Information:

11.2.1. Except as described in this statement, personal information you provide will not be

transferred to third parties without your consent.

11.2.2. We do not sell or rent any personally identifiable information about you to any third party.

In addition, we must (and you authorize us to) disclose any information about you to private

entities, law enforcement or other government officials as we, in our sole discretion, believe

necessary or appropriate to address or resolve inquiries or problems, or comply with court

orders, information requests from government agencies, or other legal or regulatory actions.

11.2.3. This Privacy Policy applies if you are a visitor to the suapp.org website or if you purchase the

Services. If you use a third party application or service that is integrated with suapp.org,

then such third party’s privacy policy will govern the use, storage and disclosure of your data

in connection with such application or service. suapp.org may receive orders, subpoenas or

other legal demands for Personally Identifiable Data that has been collected on behalf of

such third party providers through the use of their applications or services. In such cases,

Online.io refers the party requesting the Personally Identifiable Data to the applicable third

party provider. That provider will respond in accordance with its own policies and may

disclose your Personally Identifiable Data in response to such subpoena or other demand for

information. Please remember that suapp.org is not responsible for the policies and practices

of such third party providers. If you have questions about any such disclosures, you should

contact the applicable provider directly. suapp.org will have no liability in connection with

any act or omission of any such provider with respect to your data or information or

otherwise.

11.3. Security of your Information:

11.3.1. We are committed to protecting the security of your information. We use a variety of

security technologies and procedures to help protect your information from unauthorized

access, use, or disclosure. However, please know that due to the existing legal and technical

environment, we cannot guarantee that any personal information we obtain will not be

disclosed to third parties in ways not described in this policy.

11.3.2. suapp.org takes reasonable precautions such as policy-based access control to protect Data

in our possession from loss, misuse, and unauthorized access. suapp.org follows generally

accepted industry standards to protect the Data, both during transmission and once received

by suapp.org. However, no method of transmission over the Internet or method of electronic

storage is 100% secure. While suapp.org strives to protect your Data, suapp.org does not

guarantee its security.

11.4. Personally Identifiable Information to Third Parties:

11.4.1. suapp.org does not share or disclose any of your Personally Identifiable Information, except

as described in this section.

  1. a) Agents, consultants and related third parties: org uses third party vendors to

perform certain business-related functions. Examples of such functions include

data storage services, database maintenance services and payment processing.

When suapp.org employs such third party vendors to perform services on its behalf,

suapp.org will only provide them with the Personally Identifiable Information that

they need to perform their specific function. Each third party vendor is required

to keep such Personally Identifiable Information confidential and not to use such

Personally Identifiable Information for any purpose other than providing services

to suapp.org.

  1. b) Affiliates: org may share Personally Identifiable Information with entities

that control, are controlled by or under common control with suapp.org (each, an

“Affiliate”) for assisting suapp.org in providing its Services to you. In

that event, any such Affiliate will use Personally Identifiable Information solely as

permitted under this Privacy Policy.

  1. c) Business transfers: org reserves the right to sell or buy businesses or assets.

In the event of a corporate sale, merger, reorganization, dissolution or similar

event, Personally Identifiable Information may be part of the transferred assets.

You acknowledge that such transfers may occur, and that any acquirer or successor

of suapp.org may continue to use your Personally Identifiable Information as set

forth in this policy.

  1. d) Legal requirements and other circumstances: org may disclose Personally

Identifiable Information if required by law or if it believes in the good faith belief

that such action is necessary to: (a) comply with a legal obligation, (b) protect and

defend the rights or property of suapp.org, or (c) to protect the property or safety

of users of the suapp.org Site or Services or any third party. If suapp.org is required

by law to disclose any of your Personally Identifiable Information, then we will use

reasonable efforts to provide you with notice of that disclosure requirement,

unless we are prohibited from doing so by statute, subpoena or court or

administrative order. In addition, if suapp.org does not believe the disclosure

request has been properly issued, then suapp.org will object to such request.

11.5. Children’s Privacy:

11.5.1. Although the website is a general audience site, children under 18 are not eligible to use

our services and we ask that minors do not submit any personal information to us. If you are

a minor, you can only use this service in conjunction with your parent or guardian.

11.6. Changes to this Privacy Policy:

11.6.1. We reserve the right to modify this Privacy Policy at any time, should we deem it advisable

to do so. If we do change the Privacy Policy, we will post the revised version with a new

“updated” date. We encourage you to periodically review this statement to be informed of

how we are protecting your information.

11.7. If you have questions about this privacy statement, please write to info@suapp.org.

 

  1. MISCELLANEOUS

12.1. Entire Agreement

12.1.1. This Agreement, the White Paper, Website Terms of Use, Privacy Policy and other documents

that might be published from time to time on the Website constitutes the entire agreement

between Buyer and Company relating to purchase of the SUP Tokens from Company.

12.1.2. To the extent this Agreement conflicts with the Website or any other document published

from time to time on the Website (including but not limited to the White Paper), this

Agreement prevails.

12.1.3. This Agreement supersedes all prior or contemporaneous representations, understandings,

agreements, or communications between Buyer and any of the Company Parties, whether

written or verbal, regarding the subject matter of this Agreement.

12.2. Severability

12.2.1. Should any provision of this Agreement, or any provision incorporated into this Agreement

in the future, be or become illegal, invalid or unenforceable under the laws of any

jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions

of this Agreement shall not be affected thereby.

12.3. Assignment of Rights and Obligations

12.3.1. Company may assign Company’s rights and obligations under this Agreement without Buyer’s

consent.

12.4. No Company’s Waiver of Rights

12.4.1. Company’s failure to exercise or enforce any right or provision of this Agreement will not

operate as a waiver of such right or provision and will not limit Company’s right to enforce

such right or provision later. All waivers by Company must be unequivocal and in

writing to be effective.

12.5. Third Party Rights

12.5.1. Except as otherwise provided herein, this Agreement is intended solely for the benefit of

Buyer and Company and is not intended to confer third-party beneficiary rights upon any

other person or entity.

12.6. Notices

12.6.1. All notices, requests, claims, demands and other communications concerning this Agreement

(“Notices”) that a Company Party provides to Buyer, including this Agreement, will be

provided in electronic form by:

  1. a) posting a Notice on the Website;
  2. b) sending a Notice through User Account;
  3. c) sending an email to the email address which is associated with the Buyer’s User

Account.

12.6.2. Notices provided by posting on the Website will be effective upon posting and Notices

provided by email will be effective when a Company Party sends the Notice. It is Buyer’s

responsibility to keep his email address current. Buyer will be deemed to have received any

email sent to the email address then associated with his account when a Company Party

sends the email, whether Buyer actually receives or reads the email.

12.6.3. Notices that Buyer provides to a Company Party must be in the English language and

delivered to the Company Party by email (info@suapp.org). Such Notices will be

effective one business day after they are sent.

12.7. Possibility to Negotiate Agreement

12.7.1. Each party hereto has had an unlimited and real opportunity to influence the terms of this

Agreement as well as to propose, exclude and add any provisions of this Agreement. All the

terms of this Agreement are agreed by parties hereto jointly. The circumstances of the

preparation of this Agreement should not affect the interpretation of its terms and the

sharing of the burden of proof between the parties hereto. If Buyer has any proposals to

amend, correct or add this Agreement, he can contact Company by email

(info@suapp.org).

12.8. Forward-looking statements

12.8.1. This Agreement, the White Paper, the Website Terms of Use and any other information

provided by the Company or its’ representatives in writing or orally may include forward

looking statements. In general, forward looking statements can be identified using

words such as “believes”, “expects”, “does not expect”, “is expected”, “targets”, “outlook”,

“plans”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”

or variations of such words and phrases or statements in different languages that certain

actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be

achieved. Forward looking statements involve known and unknown risks, uncertainties and

other factors which may cause the actual results, performance or achievements of the

Company to be materially different from any future results, performance or achievements

expressed or implied by the forward-looking statements. Although the Company believes it

has a reasonable basis for making these forward-looking statements, Buyer must not place

undue reliance on such forward-looking information. By its nature, forward looking

information involves numerous assumptions, inherent risks and uncertainties, both general

and specific, which contribute to the possibility that the predictions, forecasts and other

forward-looking statements will not occur.

12.9. Interpretation

12.9.1. In this Agreement, references to “Articles” are references to Articles of this Agreement.

12.9.2. In this Agreement, unless the context indicates otherwise, or the contrary is expressly stated:

  1. a) references to the singular include references to the plural and vice versa;
  2. b) references to the male include references to the female and vice versa;
  3. c) a reference to a person includes a reference to any individual, body corporate

(wherever or however incorporated or established), association, partnership,

government, state agency, public authority, joint venture, works council or other

employee representative body in any jurisdiction and whether having a

separate legal personality;

  1. d) a reference to a person includes a reference to that person’s legal personal

representatives, successors, permitted assigns and permitted nominees in any

jurisdiction and whether having separate legal personality;

  1. e) a reference to a company shall be construed so as to include any company,

corporation or other body corporate or other legal entity, wherever and however

incorporated or established.

12.9.3. The headings in this Agreement are inserted for convenience and reference purposes only

and do not affect its interpretation.

13.9.4. The words “hereof”, “herein”, “hereunder” and “hereby” and words of similar import, when

used in this Agreement, shall refer to this Agreement and not to any particular

provision of this Agreement.

13.9.5. Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be

deemed to be followed by the words “without limitation”.