Please read these terms carefully and in their entirety. The terms & conditions are discribing the participation in the private placement and the acquisition, holding and use of Starzz Token.
The following words and phrases, wherever used herein, shall have the following meaning:
Starzz ($SRZ): The native utility cryptographic token on the Ethereum protocol (ERC20 token) designed for direct utility within the Starzz ecosystem. Theyare used to acquire Champion specific tokens and to pay for transaction fees.
Starzz Project: Collectively describes the whole construct of every separate pillar of the Starzz including the way they interact with each other. The issuance of the Starzz tokens by the Company powering the Supporterzz.com Platform.
Supporterzz.com Platform: A comprehensive platform that enables voting and advanced interaction between Champions and their fans. The Supporterzz.com Platform is one of the main pillars of the Starzz ecosystem. This platform operate on the basis of blockchain technology and smart contracts where fans can as well buy, sell and execute voting rights in their sports teams and benefit from extra VIP benefits. The Supporterzz.com Platform falls outside the scope of these Terms and/or Starzz Documents and/or Website – they are mentioned herein by way of reference only and are strictly not regulated by these Terms.
Company: Starzz GmbH, Im Klingenkampe 40, 30659 Hannover, Germany
Private Placement: The offer, made by the Company, through a private reward based fundraising event, to accept contributions towards the Starzz Project, which contributions will be rewarded with an allocation of a determinate amount of Starzz to participants according to the terms of the Starzz Documents, to the extent applicable.
GDPR: General Data Protection Regulation (Regulation (EU) 2016/679 of 27 April 2016)
Participant: Any person (natural or juridical), who has contributed and/or participated in the Private Placement and/or who intends to hold and/or use Starzz.
Prohibited Participant: A natural person wishing to become a Participant and being a citizen, national, resident, juridical person or having a similar connecting factor to a country, jurisdiction or territory where the holding and use of Starzz and/or virtual currencies or other tokens at any other moment in time is prohibited by laws, regulations or other practices and policies in the said country.
Terms: The present terms and conditions governing the acquisition, holding or use of Starzz at any moment in time, as stated herein, which may be updated from time to time and to the extent not covered by other Starzz Documents.
Wallet: A private key, or a combination of private keys linked to an Ethereum-based digital wallet having a unique address and capable of accepting ERC20 tokens including Starzz and which is necessary to acquire, hold and dispose of Starzz.
White Paper: The indicative document prepared and issued by the Company, for the purpose of explaining the use of Starzz, the Supporterzz.com Platform and the Starzz Project.
Where the context so requires, the use of the masculine gender shall include the feminine and/or neutral genders and the singular shall include the plural, and vice versa.
You understand and agree tha tStarzz Tokens are not intended to constitute a digital currency, commodity, security, financial instrument or any other form of investment in any jurisdiction. The terms, the whitepaper and all other Starzz documents don´t constitue an offering document, aren´t a solicitation for investment and don´t constitute an offer of securities tot he publico r a collective investment sceme. Given that the Starzz Documents and/or Starzz Project fall outside the scope of the ‘Virtual Financial Currency’ regarding the German law, the Company was not required to file or seek approval by any authority of the Starzz Documents. You understand that, after the date of the Acceptance of these Terms, if there are any regulatory actions, or changes to law or regulations imposed which are applicable in relation to Participation to the Private Placement the acquisition of Starzz tokens, and/or the holding and use of Starzz and/or virtual currencies or other tokens these Terms or any other Starzz documents may be changed significantly by the Company to ensure compliance with such regulatory requirements and the Company retains the right to do all that is necessary to be in compliance with such regulatory requirements, including but not limited to ceasing operations. You understand and agree that tot he extent that you aren´t a prohibited participant, it is solely up to you to ensure that no prior approval, license, notification or registration is needed to participate in aquire and/or hold Starzz Token. All of this regarding the laws in the country where you are citizen or resident and you understand that the company in not liable for any non-conformity oft he above by you. You understand and agree that Starzz carry no right to use Starzz on the Supporterzz.com Platform and doesn´t represend any ownership right or stake, share, security or equivalent rights to the company. Starzz don´t give any entitlement to aquire in such interest. You as well understand and agree that the company shall not be liable for any speculative intention by you or from any third parties who attempt to hold Starzz for any other reason.
The Terms shall constitute an agreement between the Participant and the Company and shall govern the participation in the Private Placement, the acquisition, holding or use of Starzz, as updated from time to time, to the extent not covered by any of the other Starzz Documents. The Company is the issuer of Starzz but is not the owner and/or operator of the Supporterzz.com Platform. The Supporterzz.com Platform falls outside the scope of these Terms – they are mentioned in these Terms and other Starzz Documents by way of reference only and are strictly not subject to these Terms. Further information on Starzz may be found in the Starzz Documents as updated by the Company from time to time or in any other way.
Acceptance of Terms
By participating in the Private Placement and/or holding and/or using Starzz at any moment in time, the Participant confirms that he has read, understood, agreed and accepts to be bound by these Terms, which shall immediately be effective and binding on and between the Parties. Should the Participant not agree to the Terms, the Participant shall not be authorised to use Starzz whether on the Supporterzz.com Platform or otherwise. The Participant understands and agrees that the Terms can be changed for any other reason by the Company and it is up to the Participant to ensure that he is aware of the latest terms as available on the Website. The Participant hereby represents and warrants that, to the extent permitted by law, he is authorised to participate in the Private Placement, to acquire, to hold and/or use Starzz in his country, that he is of a legal age to be bound by these Terms and that he has all necessary power and authority to enter into the Terms. The Participant hereby further represents and warrants that he understands the usage and intricacies of cryptographic tokens, smart contract functionality, token storage mechanisms and has sufficient understanding of technical, financial and business matters. furthermore he appreciates and assumes the risks and implications of holding and using similar tokens.
The acquisition of Starzz by means of the Private Placement or an acquisition and/or use of Starzz as well as the use of the Supporterzz.com Platform powered by Starzz at any moment in time, carries with it a number of risks. The Participant should carefully weigh all the risks and possible costs, including the non-exhaustive list of risks described in the Terms. The following is a non-exhaustive disclosure of principal risk factors which are considered to be material by the Company in connection with the Private Placement, and the acquisition, holding and/or use of Starzz as well as the use of the Supporterzz.com Platform at any moment in time. Participants should consider these risk factors alongside all other information provided in the Terms and are advised to consult with their own professional advisers before deciding to obtain Starzz. In addition, Participants should be aware that the risks described herein may combine and thus intensify one another. The Company believes that the following risk factors may even affect its own business, as well as the external valuation of Starzz. Most of these risk factors are contingencies which may or may not occur and the Company isn´t in a position to predict the likelihood of such contingency occurring. The Participant hereby understands and agrees that Starzz are merely pre-payment tokens to gain access to the team crowd managment environment through the application of scalable, blockchain based team voice slots available on the Supporterzz.com Platform. As noted elsewhere in the Terms, Starzz aren´t being structured or sold as a digital currency, commodity, security, financial instrument or any other form of investment in any jurisdiction. Accordingly, none of the information presented in the Starzz Documents is intended to form the basis for any investment decision, and no specific recommendations are intended. By acquiring, holding and using Starzz, the Participant expressly acknowledges and assumes the following risks:
General Suitability of token acquisition
The acquisition of Starzz from the Company is only suitable for financially sophisticated persons who are capable of evaluating the merits and risks of such an acquisition, or other persons who have been professionally advised with regard to token acquisition and who have sufficient financial resources to be able to bear any losses that may arise therefrom. Such an acquisition shouldn´t be seen as an investment or a financial asset. Risk is as well existing due to loss of Private key/s, Custodial Error or Participant Error as a Wallet is necessary to acquire, hold and dispose of Starzz. The Participant hereby understands that he is responsible for setting up the Wallet with a third-party provider to hold Starzz and he is responsible for implementing reasonable measures for securing the Wallet. Accordingly, loss of requisite private key/s associated with the Wallet holding Starzz will result in loss of such Starzz and any other cryptocurrencies and/or tokens held within. Moreover, any third party that gains access to such private key/s, including by gaining access to login credentials of the Wallet that the Participant uses, may be able to misappropriate the Participant’s Starzz. Any errors or malfunctions caused by or otherwise related to the Wallet that the Participant chooses to receive and hold Starzz including the Participant’s own failure to properly maintain or use such wallet or caused as a result of the choice of third party provider for the Wallet, may also result in the loss of Starzz. Additionally, the Participant’s failure to follow precisely the procedures set forth in the Terms for acquiring and receiving Starzz including but not limited to the provision of the wrong Wallet address for receiving Starzz may also result in the loss of his Starzz.
Risk of Mining Attacks
As with other cryptographic tokens based on the Ethereum protocol, (ERC20 tokens) Starzz are susceptible to attacks by miners in the course of validating Starzz transactions on the Ethereum 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 Supporterzz.com Platform and/or Starzz, including but not limited to, accurate execution and recording of transactions involving Starzz.
Risk of Hacking & Security weakness
Hackers or other groups or organisations may attempt to interfere with Starzz in a number of ways, including, but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, and any such similar events which could have an impact on Starzz, the Supporterzz.com Platform and any services the Company may offer from time to time.
Risk of Security weakness in the Smart Contract
There is a risk that the Smart Contract o ras wellt he Website or the Supporterzz.com Platform and Starzz may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of Starzz. The source code of the Website is open and could be updated, amended, altered or modified from time to time. The Company is unable to foresee or guarantee the precise result of an update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects Starzz and/or the Website. As a result, Starzz may be lost.
Risk of no Listing or low/no Liquidity
Even though there are currently online services available which enable exchange of cryptographic tokens with other such tokens or even enable the exchange of cryptographic tokens for fiat money, there are no warranties and/or guarantees that Starzz will be made available for exchange with other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with regard to the capacity and/or volume of such exchange/s. It shall be explicitly cautioned that such exchange, if any, might be subject to poorly-understood regulatory oversight, and the Company doesn´t give any warranties in regard to any exchange services providers. Users including the Participant, if applicable, might be exposed to fraud and failure affecting those exchanges.
Risks of an eventual unfavourable fluctuation of Starzz value
The Supporterzz.com Platform is intended to be financially self-sufficient and self-financing after the Private Placement and the Company commits to have no specific interest in the market value of Starzz. Nevertheless, if the value of Starzz fluctuates, the Company may not be able to fund development to the extent necessary, or may not be able to develop or maintain the Supporterzz.com Platform in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavourable fluctuation in the value of Starzz.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, Starzz are uninsured unless the Participant specifically obtains private insurance to insure them. Thus, in the event of loss of Starzz or loss of the Starzz value, there is no public insurer, such as the Investor Compensation Scheme or private insurance arranged by the Company to offer recourse to the Participant.
Risk associated with uncertain Regulations
The regulatory status of tokens in general, initial token or coin offerings, and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including the Supporterzz.com Platform and Starzz. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement regulatory actions or changes to law and regulation affecting distributed ledger technology and its applications, including the Supporterzz.com Platform and the Starzz tokens. Regulatory actions or changes to law and regulation could negatively impact Starzz and the Supporterzz.com Platform in various ways, including, but not limited to, a determination that the acquisition, holding and use or disposal and transfer of Starzz constitutes a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the acquisition, contribution, sale and delivery thereof. The Company may cease operations or interrupt the availability and/or use of the Starzz tokens 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 or no longer viable to obtain the necessary regulatory approval/s to operate in such jurisdiction or to provide the Supporterzz.com Platform.
Risk of insufficient interest in Starzz and the supporterzz.com Platform
It is possible that Starzz and the Supporterzz.com Platform will no longer be used by a large number of individuals, companies and other entities or that there will be limited interest in the use of Starzz and the Supporterzz.com Platform. Such a lack of use or interest could negatively impact the development of the Supporterzz.com Platform and therefore the potential utility of Starzz.
Internet Transmission Risks
There are risks associated with using Starzz including, but not limited to, the failure of hardware, software, and internet connections, or other technologies on which the Supporterzz.com Platform or the use of Starzz relies. Such failures may result in disruptions in communication, errors, distortions or delays when using Starzz and the Supporterzz.com Platform or the Website.
Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, a decrease in Starzz’s utility, the failure of commercial relationships, or intellectual property ownership challenges, unfavourable market conditions and added compliance and regulatory obligations, the use of Starzz on the Supporterzz.com Platform may no longer be viable to be offered or the Company may need to cease trading and be dissolved and liquidated.
Risk arising from Lack of Governance Rights
Since Starzz do not represent or confer any ownership right or stake, share or security or equivalent rights, intellectual property rights or any other form of participation relating to the Company, all decisions involving the Company will be made by the Company at their sole discretion, including, but not limited to, decisions to transfer more Starzz for use, to sell or liquidate the Company. These decisions could adversely affect the utility of that which the Participant holds.
The tax characterization of Starzz is uncertain. The Participant must seek his own tax advice in connection with purchasing Starzz, which may result in adverse tax consequences to him, including withholding taxes, income taxes and tax reporting requirements. Further to the risks in relation to taxation as outlined in the Terms, the Participant bears the sole responsibility to determine and comply with any factual or potential tax liability, if any, resulting from the acquisition of, the holding, use or disposal of Starzz. The Company is not in any way and under no condition bound to compensate for Participants’ tax obligation or give any advice related to tax issues, including but not limited to what kind of filing or reporting he needs to do with the competent tax authority, which taxes and to which extent he is obliged to pay, which tax exemptions he is eligible to, or any other similar verifications and/or obligations.
Regulatory Risks and Market Risks
The Company is subject to a variety of domestic and/or EU and international laws, regulation and directives, including those with respect to privacy and data protection, consumer protection, data security, and others. These laws, regulations and directives, and the interpretation or application of these laws, regulations and directives, could change. In addition, new laws, regulations or directives affecting the Company, the Supporterzz.com Platform and Starzz could be enacted, which could impact the utility of Starzz and their use on the Supporterzz.com Platform. Additionally, the Participants are subject to industry specific laws and regulations or licensing requirements. If any of the Parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact Starzz and the Supporterzz.com Platform, including the Starzz utility on the Supporterzz.com Platform The Participant hereby accepts the risk that in some countries Starzz might be considered, now or in the future, a Security Token. In this case the Company gives no representations, warranties or guarantees that the utility tokens are not considered to be Security Tokens in all countries. The Participant hereby accepts to be solely responsible of the legal, financial and any other risks connected to Starzz as a security in his country and to be solely responsible to check if the holding, using and the disposal of Starzz is legal in your country. Also, changes in laws, regulations and directives governing the Company’s operations may adversely affect their business and consequently the Supporterzz.com Platform. Any change in the Company’s tax status, or in taxation legislation in Germany or elsewhere, could affect the value of its financial holdings, its business and the Company’s ability to achieve its business objective and continual commitment to the development of the Supporterzz.com Platform.
Other Inherent Risks
It is possible that Starzz are interacting with malfunctions in an unfavourable way, including but not limited to one that results in the loss of Starzz or prevent their use on the Supporterzz.com Platform. It is possible that alternative platforms could be established that utilise the same open source code and protocol underlying the Supporterzz.com Platform and attempt to facilitate services that are materially similar to the Supporterzz.com Platform. The Supporterzz.com Platform may compete with these alternatives, which could negatively impact the Supporterzz.com Platform, including the utility of Starzz for use on the Supporterz.com Platform. The Participant understands and accepts the inherent risks associated with Starzz, to the extent not covered elsewhere in the Terms, including, but not limited to, risks associated with money laundering, fraud, exploitation for illegal purposes and any other unanticipated risks.
Cryptographic tokens such as Starzz as well as blockchain are a new and untested technology. In addition to the risks included in the Starzz Documents there are other risks associated with the Participant’s acquisition, holding and use of Starzz, including some that the Company cannot or may not anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in the Starzz Documents. The Participant hereby represents and warrants that he will take sole responsibility for any restrictions and risks associated with the holding or use of Starzz. If any of the risks, mentioned in the Terms are unacceptable or the Participant is not in a position to understand, the Participant should not acquire, hold or use Starzz.
Purpose and Use of Starzz
At launch, Starzz tokens shall has one particular utility. The use on the Supporterzz.com Platform to acquire fan tokens that shall enable the respective fan token holders the right to execute voting rights and other certain benefits with regard to sports clubs onboarded to the Supporterzz.com Platform. Should a Participant transfer Starzz to other parties in any manner and under any title, the Participant shall be responsible to ensure that such transfer is in compliance with the applicable rules and regulation, and the Company shall not be held liable for any consequential loss or damages that may occur. The Participant understands and accepts that the acquisition of Starzz is final and non-refundable. The Participant acknowledges that he has no right to request a refund for any reason.
Privacy and Confidentiality
The Company reserves the right to question the Participant and to request documentation necessary for Know Your Client purposes as well as proving the source of funds utilised to acquire Starzz prior to providing access to the Supporterzz.com Platform. The Company also reserves the right, at their sole discretion, to terminate a Participant’s use of Starzz on the Supporterzz.com Platform and any other requested related or unrelated services or any portion thereof at any time, without notice, in particular due to legal grounds arising from anti-money laundering and Know Your Client regulation and procedures.
Limitation of Liability and Indemnity
The Participant hereby understands and agrees, that entering into the Terms, acquiring, holding, receiving and using Starzz for any other reasons may carry serious risks and losses and these risks and losses are irretrievably and fully accepted by the Participant. The Company shall not be liable for any of the following losses, including but not limited to increased or additional costs, loss of profits, loss of revenue or income, trading losses, loss of opportunity, loss of bargain, loss of time, loss of data or consequential, incidental, special, indirect losses as may be incurred or suffered by the Participant for any reason including but not limited to as a consequence of the non-exhaustive list of risks described in the Terms. The Participant further acknowledges and agrees that in no event shall the Company be liable for any damages, losses, diminution in value, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, awards, assessments, deficiencies, interest, penalties and costs and expenses imposed on, sustained, incurred or suffered by or asserted against the Company, directly or indirectly relating to or arising out of the Participant’s participation in the Private Placement, or any acquisition, holding or use of Starzz at any moment in time, or use of the Supporterzz.com Platform, including but not limited to any breach by the Participant of these Terms or violation of any law, rule, or rights of a third party. The Participant agrees to indemnify the Company for any legal fees or other costs that are incurred by the Company or any other indemnified parties as a result of the Participant’s actions or omissions. Furthermore, Company shall not be responsible for any losses or damages arising in connection with force majeure events, including acts of God, earthquakes, storms, or other nature events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war; any labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or smart – contract bugs or weaknesses, technological changes, changes in interest rates or other financial or monetary conditions; reliance on any information contained in the Starzz Documents, any error, omission or inaccuracy in any such information or any action resulting from such information. For the purpose of this limitation of liability section the “Company” shall be deemed to include any directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates.
The Company may terminate or suspend the Participant’s access to the Supporterzz.com Platform without prior notice or liability for any reason whatsoever, including but not limited, if the Participant breaches the Terms. Nothing in these Terms or in any other communication or action by the Company or its directors, officers, members, employees, agents, attorneys, representatives, affiliates and associates should be construed as a waiver of any legal remedies available for any event causing termination. All provisions of the Terms which by their nature should survive termination, shall survive termination, including but not limited to, limitations of obligations or liability and indemnity.
Prohibited Participants & Other Limitations
Starzz are not available to any Prohibited Participants, as defined in the Terms, who are prohibited from acquiring, holding and using Starzz or any cryptocurrencies and/or tokens generally or to Participants in countries where any special or particular prior or subsequent approval, notification, registration or licence is needed without first obtaining such approval, notification, registration or licence and consequently would be excluded from being a party to the Terms, whether directly or indirectly. These Terms shall only apply and Starzz shall only be useable in such countries where the use of Starzz as described in the Starzz Documents is not prohibited by law or regulation. Any potential Participant considering participating in acquiring, holding or using Starzz and the Supporterzz.com Platform is required to obtain information on whether he is a Prohibited Participant and, if applicable, to inform themselves about, and to observe, any restrictions imposed upon them by any jurisdiction other than the laws of Germany.
Assignability and Transferability
The Company may at their own discretion, assign, transfer, license, subcontract or otherwise transfer or alienate in any other manner all or any part of its rights, benefits or obligations with regard to Starzz under the Terms to any person without restriction.
Changes to the Terms
The Company may, in their sole discretion and for any reason, revise or make changes to the Terms from time to time and without prior notice by posting the revised version of the Terms on the Website and, if a revision to the Terms is material, the Company will make a notice of such on the Website. The revised Terms will take effect immediately upon publication by the Company with effect from the revision date noted at the bottom of these Terms. The revised terms will not apply retroactively. If the Participant does not agree to the modified terms, he should discontinue the holding and use of Starzz and the Supporterzz.com Platform.
If any term, clause or provision of the Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from the Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of the Terms.
The Terms constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter.
Governing Law and Dispute Resolution
By accepting the Terms, the Participant hereby agrees that the legal relationship between the Company and the Participant and the questions concerning the construction, validity, enforcement and interpretation of the Terms shall be governed by and construed in accordance with the law of Germany. The Participant waives any right it may have to object to any action being brought in the forum, to claim that the action has been brought in an inappropriate forum, or to claim that the forum does not have jurisdiction.