TERMS OF TOKEN PURCHASE
This SPR Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your use of the SPR crowdfunding smart contract(s) (the “SPR Crowdfunding Contract”); use of the related ERC-20 SPR token smart contact(s) (the “SPR Token Contract”); and purchase of the related ERC-20 compatible tokens distributed on the Ethereum blockchain (the “SPR Tokens”) and is an agreement between you or the entity that you represent (“Buyer” or “you”) and ethersphere.io (“ethersphere.io,” together with its parent company, subsidiaries and affiliates).
• BINDING AGREEMENT: Buyer understands and agrees that Buyer enters into a binding agreement subject to the terms defined in this Agreement upon purchase of SPR tokens.
• NO U.S. PURCHASES: If you are citizen, resident of, or a person located or domiciled in, the United States of America including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia (a “U.S. person”) do not purchase SPR Tokens. U.S. persons are strictly prohibited and restricted from using the SPR Crowdfunding Contract, using the SPR Token Contact and/or purchasing SPR Tokens. Any U.S. person who uses the SPR Crowdfunding Contract, uses the SPR Token Contract and/or purchases SPR Tokens or enters this Agreement on an unlawful, unauthorized or fraudulent basis shall be solely liable for, and shall indemnify, defend and hold harmless ethersphere.io and ethersphere.io’s 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 “block.one Parties”) from any damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive orspecial and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses that arises from such U.S. person’s unlawful, unauthorized or fraudulent use of the SPR Crowdfunding Contract, unauthorized use of the SPR Token Contract and/or the receipt or purchase of SPR Tokens.
• SPR TOKENS HAVE NO RIGHTS, USES OR ATTRIBUTES. The SPR Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the EtherSphere Platform. ethersphere.io does not guarantee and is not representing in any way to Buyer that the SPR Tokens have any rights, uses, purpose, attributes, functionalities or features. Although SPR Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. Buyer should not participate in the SPR Crowdfunding Contract or purchase SPR Tokens for investment purposes. Buyer acknowledges and agrees that Buyer is not purchasing SPR Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes. Purchase of SPR Tokens does not provide Buyer with rights to ownership, revenue or assets and does not constitute a loan to ethersphere.io.
• PURCHASE OF SPR TOKENS ARE NON-REFUNDABLE AND PURCHASES CANNOT BE CANCELLED. BUYER MAY LOSE ALL AMOUNTS PAID.
• SPR TOKENS MAY HAVE NO VALUE.
• SPR TOKEN HOLDERS MAY NOT BE GUARANTEED DIVIDENDS OR PAYOUTS.
• ETHERSPHERE.IO RESERVES THE RIGHT TO REFUSE OR CANCEL SPR TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
•BUYER UNDERSTANDS AND ACKNOWLEDGES THAT PROCEEDS FROM THE SALE OF SPR TOKEN MAY BE USED BY ETHERSPHERE.IO IN ITS SOLE DISCRETION.
Buyer expressly acknowledges, understands and agrees that Buyer is using the SPR Crowdfunding Contract, the SPR Token Contract and purchasing SPR Tokens at the Buyer’s sole risk and that the SPR Crowdfunding Contract, the SPR Token Contract and SPR Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof. 6.2. No Representation or Warranty. (A) COMPANY DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND (B) WITH RESPECT TO THE SPR CROWDFUNDING CONTRACT, THE SPR TOKEN CONTRACT AND THE SPR TOKENS, COMPANY SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.
ethersphere.io shall not be liable for any damages or losses that arise from hacks or theft in any form. Additionally, the buyer may be unable to transfer, sell or otherwise transaction in SPR tokens at any time. ethersphere.io shall not be liable for the market value, transferability and/or liquidity of SPR tokens.
Even if the ethersphere.io Software is finished and adopted and the EtherSphere Platform is launched, the ongoing success of the SPR Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the SPR Platform.
In no circumstances will the aggregate joint liability of the ethersphere.io parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by ethersphere.io from Buyer.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
Company may modify this Agreement at any time by posting a revised version on the Website. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement.