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UTILITY TOKEN SALE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT PURCHASE TOKENS AND PRODUCTS OFFERED THEREIN. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY IT. THIS DOCUMENT DOES NOT CONSTITUTE INVESTMENT ADVICE OR COUNSEL OR SOLICITATION FOR INVESTMENT IN ANY SECURITY AND SHALL NOT BE CONSTRUED IN THAT WAY. THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR ANY INVITATION TO OFFER TO BUY OR SUBSCRIBE FOR THE TOKENS. THE CITIZENS OR RESIDENTS OF THE UNITED STATES, SINGAPORE, CHINA, SOUTHERN KOREA MUST NOT BUY SRZ TOKENS AND ARE NOT ELIGIBLE TO PARTICIPATE IN THE SRZ TOKEN SALE DUE TO VARIOUS TAXATION AND REGULATORY ISSUES, OTHERWISE THE COMPANY SHALL NOT HOLD ANY RESPONSIBILITY FOR SUCH PURCHASE. IF YOU BUY SRZ TOKENS YOU WARRANT AND GUARANTEE THAT YOU ARE NEITHER U.S. NOR SINGAPORE NOR CHINESE NOR SOUTHERN KOREA CITIZEN, PERMANENT RESIDENT OR HAVE PRIMARYDOMICILE IN THOSE COUNTRIES. IF YOU ARE ACTING ON BEHALF OF THE LEGAL ENTITY YOU WARRANT AND COVENANT THAT NONE OF THE COMPANY’S OWNERS ARE RESIDENTS OR CITIZENS OF THESE COUNTRIES. SHOULD YOUR RESIDENT STATUS OR CITIZENSHIP CHANGE YOU SHALL IMMEDIATELY NOTIFY US AT info@starzz.eu . WE RESERVE THE RIGHT TO REFUSE THE SALE OF SRZ TOKENS TO ANYONE FROM THESE OTHER COUNTRIES WHICH SHALL INCLUDE THE RIGHT TO CLAIM THE SRZ TOKENS BACK IF YOUR RESIDENT STATUS OR CITIZENSHIP CHANGES AND BECOMES FROM THESE COUNTRIES. THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY LEGAL OR MONETARY CONSEQUENCE ARISING OF BUYING SRZ TOKENS BY U.S., SINGAPORE, CHINA AND SOUTHERN KOREA CITIZENS OR RESIDENTS, OR THEIR USE OF THE ECOSYSTEM.

THIS AGREEMENT is made effective on ______________

BETWEEN: Starzz GmbH, (“COMPANY’), Incorporated in Hannover, Germany, Registration No.

155708288, whose official address is Im Klingenkampe 40, 30659 Hannover, Germany

AND: __________________________ (“referred to collectively as "PARTNERS" and individually as

"PARTNER") whose current address is ___________________________________________________

WHEREAS, the Partner is interested in buying SRZ Utility Tokens from the COMPANY;

WHEREAS, Marco Kowalewski is authorized to sign legal documents on behalf of the COMPANY;

NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants contained herein, the COMPANY and PARTNER agree as follows.

  1. DEFINITIONS

    1. COMPANY – The organization which issued utility token - Starzz (SRZ) on the Ethereum Chain.
    2. PARTNER – A person or entity cooperating with the COMPANY on conditions set in this Agreement.
    3. Utility Token Sale Agreement hereinafter referred to as the “Agreement” – a binding document that sets out the terms of understanding and collaboration between the Parties.
    4. SRZ Utility Token – digital utility token of Starzz company (https://www.starzz.eu) issued on Ethereum Chain (ERC-20)

      https://etherscan.io/token/0xf201bb13e8fa8ddb0e8e4246299c2e50bf119b63 with Smart Contract Address: 0xf201bb13e8fa8ddb0e8e4246299c2e50bf119b63

  2. SUBJECT OF THE AGREEMENT

    1. This Agreement regulates the relationships that arise between the Parties in connection with the fact that the Parties undertake to perform transactions in accordance with the terms specified in the provisions of this Agreement.
    2. The SRZ Utility Tokens shall mean the object of the agreement provided by the COMPANY to the PARTNER after the transactions.
    3. Ownership of Tokens carries no rights, express or implied, other than the right to use such Tokens as a means to enable of and interaction with the ecosystem, if successfully completed and deployed. In particular, the PARTNER understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property right or any other form of participation in or relating to the Ecosystem, and/or company and its corporate affiliates, other than rights relating to the use oft he ecosystem, subject to limitations and conditions in these terms and applicable ecosystem terms and policies. Tokens are not intended to be a cryptocurrency, regardless of what legal meaning word „cryptocurrency“ has, security, commodity or any other kind of financial instrument.

  3. OBLIGATION OF THE PARTIES AND PRICING

    1. The PARTNER warrants that:

      a) The PARTNER will perform the transaction of buying SRZ Utility Tokens through one of the transfer options detailed in Exhibit A;

      b) The PARTNER will provide the correct Ethereum wallet details to the COMPANY;

      c) The PARTNER is capable of fulfilling his commitment and has the full legal capacity to do so;

    2. The COMPANY warrants that:

      a) SRZ Utility Tokens will be credited by the COMPANY to the Ethereum PARTNERS wallet, details of which have been provided in Exhibit A.

    3. Under this Agreement, the COMPANY shall allocate to the PARTNER, in his Ethereum wallet, the SRZ Utility Token amount related to his transaction(s) in no more than 1 business day from receiving the amount related to the payment for SRZ Utility Tokens.
    4. If the SRZ Utility Tokens due to the PARTNER are not received by him in his Ethereum wallet details of which are provided at Exhibit A, the COMPANY shall transfer the SRZ Utility Tokens to the PARTNER or return to the PARTNER the entire payment amount received by the COMPANY for such SRZ Utility Tokens.
    5. Subject to the terms and conditions set forth herein, the PARTNER, intending to be legally bound, hereby irrevocably agrees to purchase from the COMPANY the number of Tokens set forth on Exhibit A attached hereto, for the purchase price set forth on Exhibit A all in accordance with the terms and conditions of this Agreement. The Purchase Price shall reflect a purchase price per Token in EUR. Exhibit A shall also reflect the Purchase Price in Bitcoin (BTC), Ether (ETH) and Tether (USDT) as well as the applicable BTC/EUR and ETH/EUR exchange rates.
    6. If the Company plans to enter into purchase agreements with other investors, providing for the sale of Tokens to such other investors, such purchase agreements will be separate but substantially similar to this Agreement. Each of the purchase agreements is a separate agreement.
    7. Further obligations of the Parties shall be detailed by the Parties in Exhibit A to this Agreement.

  4. REFUND POLICY

    1. In case, if the amount of collected funds during the Sale Period would not reach the minimum target of EUR 9.000.000 we might decide that all submitted funds would be refunded to all participants in full (100%). All transaction costs if any arise shall be paid by the participants. All refunds should be done within 10 days after the end of the Sale Period in that case.

  5. POSSIBLE MIGRATION OF TOKENS

    1. The Tokens are being created as ERC20 tokens on the Ethereum protocol. We reserve the right to migrate the ERC20 based Tokens to another protocol and to generate replacement Tokens on the new protocol in the future, if necessary or useful to the operation of the Ecosystem.
    2. Should we decide to migrate the Tokens, we may no longer provide support for the Tokens on the Ethereum protocol relating to the Ecosystem, the Services, or any other operational matters, except with respect to the migration process. Although the COMPANY does not at this time anticipate that it will require any Token holders to convert their Tokens on the Ethereum protocol to Tokens on another protocol, the COMPANY anticipates there will be significant incentives for owners of Tokens on the Ethereum protocol to do so, since the practical utility of such Tokens will likely diminish rapidly once the replacement Tokens are created and in use by a significant portion of Ecosystem participants. Accordingly, by accepting these Terms you acknowledge and agree that in order for you to continue to participate in the Ecosystem or obtain utility from the Tokens you may need to convert the Tokens you purchase during the SRZ Token Sale to replacement Tokens in the future.
    3. Should we decide to migrate the Tokens, we will notify you via the email address you provided to us. You are solely responsible for updating us should your contact information change.

  6. INTELLECTUAL PROPERTY RIGHTS

    1. All rights, title, and interest in and to any Party, all content of websites, applications, code of the Parties, including all intellectual property rights therein, shall remain the exclusive property of the respective Parties.
    2. The COMPANY has absolute editorial control over their projects and the content, which the COMPANY may modify, in whole or in part, at any time without prior notice, except for joint PR activities for which the Parties shall communicate prior to launching any campaign.
    3. Notwithstanding the foregoing, all proprietary intellectual property rights of the Seller shall belong to the Seller. 
    4. You are being granted a non-exclusive, non-transferable, revocable license to access and use the Ecosystem. Limitation to the transferability of license shall not be understood in a way, that the users are not allowed to transfer Tokens to third parties.
    5. You shall use the Website, the Ecosystem and the Tokens strictly in accordance with the provisions of this Agreement and the respective Whitepaper. As a condition of your use of the Website, the Ecosystem and Tokens you warrant to the Company that you will not use the Website, the Ecosystem and Tokens for any purpose that is unlawful or prohibited by the provisions of this Agreement. You may not use the Tokens in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website and the Ecosystem. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website, the Ecosystem and/or Tokens and/or other services provided thereto.

  7. SECURITY

    1. You will implement reasonable and appropriate measures designed to secure access to any device associated with the email address associated with your account, private keys required to access any relevant Ethereum and/or Bitcoin address, and your username, password and any other login or identifying credentials.
    2. In case you suspect a security breach in any of the above mentioned, you shall inform us immediately so we can take all required and possible measures to secure your account, Tokens and systems as whole.
    3. In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.

  8. TAXES

    1. All your factual and potential tax obligations are your concern and the COMPANY is not in any case and under no conditions bound to compensate for your tax obligation or give you any advice related to tax issues, including but not limited what kind of filing or reporting you need to do with the competent tax authority, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible to etc.
    2. The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.

  9. AML AND KYC POLICY

    1. The COMPANY and its Affiliates strictly follow Anti-Money Laundering (AML), “Know-Your-Customer” (KYC) and other banking or government regulations in respective jurisdictions. Each and any PARTNER fully agrees to assist the COMPANY in fulfillment of the mentioned regulations and provide any necessary information, if such is required from the PARTNER by the authorized authority. For more detail on AML and KYC Policy please read the Privacy and AML/KYC Policy that can be accessed on the Website.
    2. As part of our commitment to the prevention of money laundering, The COMPANY will not tolerate any SRZ-tokens-holder abusing their services for such matters. If the COMPANY suspects any client is abusing their services for the purposes of money laundering, they reserve the right to freeze any funds used to purchase SRZ Tokens. The COMPANY reserves the right to report any suspicious activities to the police or relevant authorities without the client's knowledge.

  10. RESPONSIBILITIES AND DISPUTE RESOLUTION

    1. This Agreement shall be governed by common law.
    2. For breach of obligations under this Agreement, the Parties shall be responsible in accordance with this Agreement and the common law.
    3. The Party that has violated the terms of this Agreement shall pay all damages caused by the violation.
    4. Compensation by the guilty Party of losses caused by a violation of the Agreement shall not exempt the Parties from the obligations under this Agreement.
    5. All disputes between the Parties concerning the subject of this Agreement that are not settled through negotiations in 30 (thirty) days from their commencement shall be settled by the court in accordance with the provisions of this Agreement and the requirements of the common law.
    6. Neither the PARTNER, nor any person having a direct or indirect beneficial interest in the PARTNER or Tokens being acquired by PARTNER, or any person for whom PARTNER is acting as agent or nominee in connection with Tokens, has been or is the subject of sanctions administered or enforced by the European Union, United States, the United Kingdom or any other Governmental Authority or otherwise a party with which the Company is prohibited from dealing with under applicable Laws.
    7. The COMPANY undertake everything to avoid Anti-money Laundering or Counter-Terrorism Financing. To the extent required by applicable Laws, Purchaser has complied and will continue to comply with all anti-money laundering and counter-terrorism financing requirements.

  11. FORCE MAJEURE

    1. The Parties shall be exempted from liability for non-fulfillment or improper fulfillment of obligations under this Agreement if it arose as a result of force majeure.
    2. Under Force Majeure circumstances, this Agreement means any circumstances that have arisen independently of the will or in contravention of the will of the Parties and which can`t be foreseen or avoided, including military actions, public disturbances, epidemics, blockades, earthquakes, floods, fires, decisions or orders of state authorities and management, which will result in the additional obligations imposed on the Parties or additional restrictions will be imposed and which will make it impossible to further fully or partially perform its obligations under the Agreement, as well as other actions or events that exist beyond the will of the Parties.
    3. A Party that fails to fulfill or cannot fulfill its obligation under this Agreement as a result of force majeure circumstances, must within 5 (five) days from the moment such events occur notify the other Party in writing about the obstacles and their impact on the fulfillment of the obligations under this Agreement.
    4. If force majeure circumstances last for 1 (one) calendar month in a row, the Parties shall determine the date, time, and place for negotiations aimed at finding possible ways to resolve the issue of the fulfillment by the Parties of the terms of this Agreement. Notwithstanding any Force Majeure, the Parties will use their best efforts to either fulfill their obligations under this Agreement or return the payment price or SRZ Utility Tokens received by one Party from the other.

  12. TERMINATION OF THE AGREEMENT

    1. This Agreement may be terminated before the expiration only in the following cases:

      a) under the arrangement of the Parties

      b) in the event that Purchaser is in breach of any term of this Agreement

      c) in other cases, stipulated by the terms of this Agreement and the common law

    2. Termination of this Agreement for any reason does not relieve the Parties from the obligation to fully fulfill its obligations, the obligation to fulfill which arose before the termination of such termination.

  13. TERMS OF CONFIDENTIALITY

    1. The Parties must not disclose information about the terms of the Agreement, as well as any other information that became known to the Parties in the course of implementation of the terms of this Agreement, and make any possible effort to exclude the possibility of access to such information by third parties, except when such information should be provided in accordance with the requirements of this Agreement and the common law.
    2. Each Party must not disclose or share the confidential information of the other Party under the Agreement to any third party without the prior written consent of this Party.
    3. The PARTNER shall take appropriate measures to ensure the complete preservation of the confidential information of the COMPANY, which was received by him prior or in the process of fulfilling the terms of this Agreement. Such measures shall be set forth in other agreements between the Parties.

  14. OTHER TERMS

    1. Each of the Parties guarantees that, at the time of conclusion of this Agreement, it is not in any way limited in the right to conclude this Agreement and to fulfill all the conditions specified therein.
    2. Each of the Parties confirms that the conclusion of this Agreement and the fulfillment of its conditions do not contradict the common law, does not contradict the objectives of the Parties, the provisions of their charter documents, or other local acts of the Parties.
    3. The Parties have agreed that amendments to this agreement may be made by the COMPANY by sending the appropriate letter to the PARTNER, and the PARTNER notifying the COMPANY of acceptance of such amendments. If, after receiving the letters, the PARTNER continues to perform under this Agreement, the changes shall be deemed accepted by the PARTNER.

  15. FINAL PROVISIONS

    1. The Parties acknowledge that they have read this Agreement, understand it, and agree to be bound by the terms and conditions.
    2. The Parties agree that this Agreement constitutes the entire agreement by the Parties and supersedes all proposals, oral or written, and all other prior negotiations, conversations, discussions, or agreements between the Parties relating to the subject matter of this Agreement.
    3. Amendments to this Agreement shall be made by concluding supplementary agreements by the Parties, which are an integral part thereof if stated in writing, signed, and sealed by the Parties.
    4. The PARTNER shall be solely responsible for notifying the COMPANY about changes in the information used to make payments for the results of the Services.
    5. In cases not provided for in this Agreement, the Parties shall be guided by the common law of the Parties.
    6. All costs, fees and expenses incurred by a Party in connection with the transactions contemplated by this Agreement shall be paid by such Party regardless of whether this Agreement becomes effective or is terminated. Each Party shall be solely liable for all of its own fees and costs incurred in any future transactions between the Parties.
    7. The Agreement is signed by two counterparts in English. Both copies have equal legal force.

  16. DETAILS AND SIGNATURES OF THE PARTIES

    SIGNED by the COMPANY SIGNED by PARTNER
    __________________________ Name __________________________ Name
    __________________________ Date __________________________ Date
    __________________________ Signature __________________________ Signature


EXHIBIT A



PURCHASED TOKENS AND AGGREGATE PURCHASE PRICE


Number of Tokens:


Purchase Price (EUR):


Purchase Price in total (EUR):

 


PAYMENT DETAILS (DEPOSIT OF PURCHASE PRICE)



PAYMENT BY ETHEREUM – Send payment to the following:

Ether (ETH) Digital Wallet Address:0x7a2bc9C3555C73082a06773d0cefEed85ED789CB

Purchase Price (ETH):

ETH /EUR Exchange Rate:




PAYMENT BY BITCOIN – Send payment to the follow address:

Bitcoin (BTC) Digital Wallet Address:0x7a2bc9C3555C73082a06773d0cefEed85ED789CB

Purchase Price (BTC):

BTC /EUR Exchange Rate:



PAYMENT BY TETHER – Send payment to the following:

Tether (USDT) Digital Wallet Adress:0x7a2bc9C3555C73082a06773d0cefEed85ED789CB

Purchase Price (USDT):

 USDT/EUR Exchange Rate:


The BTC/EUR, ETH/EUR and USDT/EUR exchange rates have been determined by Coinmarketcap respectively, at 12:00 a.m. (CET) on the date Purchaser submitted this executed SRZ Token Purchase Agreement to the Company.



PARTNERs Digital Wallet Adress for the delivery of Tokens:


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