Buying ZPEcoin: Terms

PARTIES
This document represents the agreement between ZPEcoin acquirers and GAEA Research Company [GAEA] who sponsors the ZPEcoin Token offer. Use or acquisition of ZPEcoin constitutes your acceptance of the Terms of Token Sale (“Terms”) between you (“Acquirer”, “User”, “you”) and GAEA Research Company, a registered close corporation in the State of Maryland, USA.

CONTACT AND NOTICES
The company’s mailing address is: PO Box 18000, Baltimore, MD 21220-0100 USA. The company’s notice address is: info@zpecoin.com The company’s office address is 3337 Edwards Lane, Middle River, MD 21220. GAEA (“GAEA Research Company”, “Company”, “we”, “us”). Each of you and the Company are a “Party”, and together the “Parties.”

PREMISE
You accept these Terms when you acquire any portion of GAEA Research Company’s ZPECOIN tokens (“ZPECOIN Tokens”, “Tokens”).

A basic premise of these Terms and Conditions is that the Acquirer of ZPEcoin Tokens acknowledges that they understand blockchain and cryptocurrency sufficiently to participate. They further understand that it is their responsibility to know or become familiar with all aspects of such blockchain and cryptocurrency services.

ZPECOIN tokens are a digital currency service (digital services), developed by the Company as variety of digital tokens, specified by standard Ethereum ERC20 Token Standard (ERC20). ZPEcoin is administered and maintained by our smart contract developed by the Company using the Ethereum blockchain.

ZPECOIN Tokens can only be issued by the Company in accordance with smart contract, the terms of which are published at https://zpecoin.com/whitepaper. Tokens are available during token sale period and within the limits stipulated by token sale.

The acquirer of ZPEcoin Tokens agrees to transact in accordance with these Terms and Conditions, and understands that ZPEcoin Token values were assigned the arbitrary par-value of $5.00 US, per-Token during its Pre-coin offer, and upon initiation of the Company’s Token offer expressed as the average rate of the Ethereum cryptocoin precisely at 11:59:59 GMT [UMT] on January 31st, 2018 when the Pre-Token round ended.

At that time, the average open market exchange rate for one Ethereum [ETH] coin was $1,109.26, therefore the rate for one-ZPEcoin Token converted to the par-value of $5.00 was established at .00450763142 ETH

All Parties to this agreement acknowledge and understand that after the Token period ends and ZPEcoin becomes “minted” and eligible for open-market trading, the valuation of ZPEcoin would be determined by the market forces that cause fluctuation of the values of all cryptocurrencies, Tokens and Alt-coins. Therefore, ZPEcoin/Token values are expected to rise and fall constantly.

SMART CONTRACT
ZPECOIN Token issuance is controlled by its smart contract. GAEA has determined its market rate conversion to US fiat dollars should be expressed with 11-digits preceded by a decimal point.

Initially, only 1,000,000 ZPEcoin Tokens were issued, however the ZPEcoin smart contract calls for up to 21-voter controlled fork events that double the previous number of token/coins issued. Fork events are invoked each time the open-market Tokens available reach the 98% sold level.

Participants of ZPEcoin acknowledge GAEA’s strategy and the resulting procedures programmed into its smart contract.

GAEA’s market distribution strategy for ZPEcoin™ focuses on two main criteria;

  • 1. Don’t flood the market with extraneous token/coins that would deplete stakeholder values, and;
  • 2. Provide a method to raise large sums of capital to maintain the exponential growth that is expected in order to reach to reach our 2030 goal.
  • 3. And, above all, GAEA’s approach was designed to maintain fairness for stakeholders by using voter controlled contingency forks, increases in ZPEcoins, sufficient to allow GAEA to grow at the pace market forces will demand.
  • 4. And that, denying either case would be short-sighted and could impede our goals and objectives.
  • 5. And that, the user of this agreement understands to accommodate both eventualities GAEA has developed an innovative approach, not previously used and has not been applied to an ICO before.
  • 6. And that, GAEA has implemented its 13%/87% fork rule, which provides for suspension of future fork events if 13% of newly issued Token/coins are not sold within 180-days of the fork event that doubles the total number of issued. For example; if the total Token/coins issued are 10-million, then the next fork event would add an additional 10-million Token/coins, for a total of 20-million coins.
  • 7. If, within the 180-day period, 13% of the added Tokens/coins do not meet or exceed the 13% sold threshold, then future fork events are suspended, pending a vote of the stakeholders.
  • 8. All stakeholders are eligible to vote when the Company or the smart contract rules call for a vote.
  • 9. Votes are applied at one-vote per ZPEcoin Token.
  • 10. Voting will be conducted only by the individual stakeholder.
  • 11. Voting is achieved inside the stakeholder’s account. When a vote occurs the stakeholder will be presented with the question/s by accessing their account, where they will have the opportunity to vote YEA or NA by checking a box and submitted their vote.
  • 12. No proxy voting is permitted and there is no mechanism to accommodate proxy votes.
  • 13. A majority vote is required to affirm or deny the voting question/s.
  • 14. When smart contract programmed fork have been suspended, a vote will occur within 24-hours of reaching the 87% level of market tradable issued coins are acquired, regardless of the time elapsed between the suspension and 87% sold event happens.
  • 15. No single individual or group shall be permitted to acquire or hold 50% or more of the total ZPEcoin Tokens available, including those held by Company personnel. If it is determined, at the sole discretion of the Company, that any individual or group or affiliated group controls 50% or more, the individual or members of the group holding a majority will be notified and required to sell their excess assets that constitute their majority, back to the Company, within 5-days at the rate prevailing at the time of notification.

ZPEcoin TOKEN PLATFORM
ZPECOIN Token functions are determined by ERC20 standards and rules published on github.com at the time this smart contract goes live. They may include smart contract generated ZPECOIN tokens of the Company for receiving and storing, or termination (“burning”), and transfer to other users of Ethereum.

Upon receipt of ZPECOIN Tokens by the Acquirer, the Company relinquishes ownership and the Tokens are considered the Acquirer’s property, and the transaction is thereby consummated.

ZPECOIN Tokens may also be used to pay gas fees (“Gas”, “Transactional gas”) an independent necessity of the blockchain and required for GAEA Research Company’s platform. Transactional gas in the capacity of ZPECOIN Tokens may be necessary for GAEA to confirm transactions. Usage of Platform, including, but not limited to usage of ZPECOIN Tokens administered in accordance with separate agreements between GAEA and the users.

The Company reserves the right to amend Platform features during token sale if such amendments are insuperable and cannot be prevented by the Company. For example, one reason may be for the purposes of correction required due legislation actions, court decisions, or banking regulations that might be imposed on the Company.

The Company may register or cancel ZPECOIN Tokens when ZPECOIN Tokens are used as Gas. Acquisition of ZPECOIN Tokens are subject to these further Terms.

By purchasing ZPECOIN Tokens from the Company, you agree to be bound by these Terms and other terms incorporated by reference. If you have any questions regarding these Terms, please contact a ZPECOIN representative at: support@zpecoin.com

You and the Company agree as follows:

1. Acquisition of ZPECOIN Tokens.
Subject to these Terms and Conditions of Service the Company agrees to sell and you agree to acquire the specified number of ZPECOIN Tokens at the price listed on at the time of acquisition.

2. Scope of Terms.

  • (a) Unless otherwise stated herein, these Terms govern acquisition of ZPECOIN Tokens from the Company during sale period from March 1st, 2018 to April 30, 2018 (the Token Sale Period) Any payment received by the Company after the end of the Sale Period will be accepted only if it was originated during the Sale Period. The Company may request that you provide evidence of payment.
  • (b) Any use of ZPECOIN Tokens will be governed primarily by other applicable terms and policies, [which will be available on the Site or affiliated sites upon the distribution of the ZPECOIN Tokens] (collectively, “GAEA Research Company Terms of Use”). The GAEA Research Company Terms of Use may change from time to time at the Company’s sole discretion with the amended GAEA Research Company Terms of Use posted in lieu of the previous version.
  • (c) To the extent that any conflict arises, GAEA’s Terms of Use shall supersede.
  • (d) During Sale Period GAEA intends to promote its coins via marketing events which may include Tokens being discounted, gifted or provided free. Such events are intended to the increase of total tokens sales amount during Sale Period. Rules of the events may be published on GAEA sites or by any other means.
  • (e) Terms of Token Sale, Terms of Service and Privacy Policy are a single set of rules which regulate the relationships between Acquirer and GAEA that must accepted in full.
  • (f) In the event of a discrepancy arising that is contrary to United State’s law, US law shall prevail. Absence rules to regulate the relationship between the Company and the Acquirer within the Terms of Token Sale, Terms of Service, Privacy Policy GAEA determinations shall prevail.
  • (g) GAEA maintains the right to enter into agreement with a Acquirer that might deviate from published conditions stated herein (including commercial negotiation) that are different from terms stipulated herein when the Company determines that it is beneficial for their purposes.

3. Acquisition Procedure. Acquisition procedure will largely depend on the time of transfer of the funds for the purpose of the Token acquisition:

  • (a) Acquisition of ZPECOIN Tokens requires registration and the creation of an Account on the Company’s website.
  • (b) If a person transfers funds to the company or a company official with the intention of purchasing ZPECOIN Tokens the funds will be treated as a deposit and the acquirer shall be required to manually complete the acquisition before the transaction shall be considered valid.
  • (c) If a person fails to complete the acquisition ZPECOIN Tokens during the time that any bonuses or promotional discounts are offered, such acquisitions shall be deemed to be a acquisition at the prevailing rate at the time the acquisition is consummated. However, Company Associates who are authorized to modify standard terms for the purpose of maintaining customer satisfaction may do so within the parameters of their authority.
  • (d) Prior to distribution of ZPECOIN Tokens, the acquirer may be required to provide certain information that adheres to KYC (Know Your Customer) regulations.
  • (e) When the acquirer elects to use a 3rd-party wallet they must provide the address of the third party digital wallet (“External Wallet”), where you acquired ZPECOIN Tokens would be distributed to and complete necessary steps to connect your External Wallet to the Account according to the instructions placed by the wallet provider.
  • (f) External Wallets must support the ERC-20 token standard. Any acquisition requiring the Company’s assistance with the setup of their External Wallet may request assistance via support@zpecoin.com and the acquirer’s requested for assistance shall be responded to within a maximum period of 72-hours Tokens shall become available for withdrawal as set forth in Sections 4 and 5 of this document.

4. Timeframe of Distribution.

  • (a) Distribution of ZPECOIN tokens to the Acquirer shall commence within 10-business days following the end of token sale: 1) upon the ending of public sale, 2) upon ZPECOIN tokens reaching a Hard Cap. 3) upon operation of maximum technical limit of ZPECOIN token platform, 4) upon any other grounds not previously provided.
  • (b) Distribution and release of ZPECOIN tokens does not require a separate application from the Acquirer to the Company.
  • (c) Within 30 business days the Company may still processes ZPECOIN Tokens acquisitions since payments might be processed with considerable delay.
  • (d) The Company elects to cancel outstanding income if their total value after end of token sale has exceeded 20% of Hard Cap.
  • (e) In the special context of a successful transfer of ZPECOIN tokens to a customer provided External Wallet.
  • (f) Acquirer successfully receives delivery by the Company and provides confirmation of acceptance.
  • (g) Upon the transaction being considered closed with the characteristics of finality, unconditionality and irrevocability of the transfer, and Parties’ obligations is considered to have been performed properly and fully.
  • (h) This term does not depend on the current condition of ZPECOIN tokens (whether they are active or inert in accordance with subparagraph d) of this paragraph) or condition of term of ZPECOIN tokens receiving (before maturity or on time in accordance with subparagraph a) and e) of this paragraph).
  • (i) ZPECOIN tokens must to be the variety of digital property which operates on Ethereum blockchain in accordance with the standards and guidelines of digital property of its kind with all the consequences inherent therein.
  • (j) This characteristic in accordance with the ZPECOIN token terms and rules is deemed to have reasonably satisfy the Company’s obligation to the acquirer.
  • (k) Both Parties of these Terms of Token Sale agree and stipulate that from the moment of transfer of ZPECOIN tokens from the Company to the acquirer provided External Wallet, the company and the Acquirer have no valid claims against each other.
  • (l) Distribution of ZPECOIN tokens at the time stipulated by subparagraph a) is carried out if the Acquirer provided its External Wallet in accordance with the Terms of Token Sale, necessary for receiving of ZPECOIN tokens. In the event that the Acquirer does not provide an accurate address at the time of distribution stipulated above, all tokens bought by the Acquirer are transferred to the Company temporary storage until a claim can be resolved.
    Upon expiration of the time period after which ZPECOIN tokens are paid and remain unclaimed the abandoned property shall revert to the Company.
  • (m) The Acquirer has the right to submit a request to the Company for early transfer of ZPECOIN tokens bought by it to an External Wallet provided by the Acquirer. The Company has the right to reply and request an indefinite amount of time.
  • (n) The Company has the right to deliver ZPECOIN Tokens in External Wallet provided to the Company by the Acquirer initially in inactivated (blocked) form for the aims of countering of fraud and speculation on ZPECOIN Tokens, as well as for possibility to correctly finalize all the settlement before the definitive finalization of issue of ZPECOIN Tokens under smart contract.
  • (o) Any temporary circumstance that does not affect the global transactions of ZPECOIN tokens from External Wallet for a certain period of time. The Company agrees to a one-time activativation (unblocking) of all issued ZPECOIN tokens at a time provided in this agreement. It is understood by the parties that ZPECOIN tokens and its smart contract can be inactivated (blocked) only at the moment of their initial issue and activation (unblocking) and this action may be performed only once without the requiring deactivation (blocking) of activated (unblocked) ZPECOIN Tokens. Information about current conditions of ZPECOIN Tokens may be taken from ZPECOIN tokens smart contract in the Ethereum blockchain published at github.com
  • (p) Transactions of ZPECOIN Tokens into External Wallet provided by the Acquirer are subjected to the Tokens priorities system. The more ZPECOIN Tokens the Acquirer is going to withdraw the more priority is given to such an operation on getting of ZPECOIN Tokens by such Acquirer among others acquirers in the queue of operations which the Company forms in Ethereum blockchain under Company’s smart contract. Concrete terms for transferring ZPECOIN Tokens into an External Wallet has not been normalized. The Company agrees to do its best best complete this task as soon as possible.
  • (q) The Company shall not be responsible in the unavoidable event of inaccessibility, failures or crashes of Ethereum blockchain and impossibility of well-timed transferring of ZPECOIN Tokens in time provided by herein.

5. Receipt of ZPECOIN Tokens.

  • (a) On the date of distribution, ZPECOIN Tokens will be distributed by Company to the acquirer or its External Wallet and they shall become available for withdrawal in the Account. Failure to provide a correct address of the External Wallet will result in the loss of purchased ZPECOIN Tokens, which shall be the sole responsibility of the Acquirer. Failure to setup the ZPEcoin wallet provided or the External Wallet selected by the acquirer, will delay the withdrawal process. The effects of such delays shall remain the sole responsibility of Acquirer. Acquirer agrees to be responsible for implementing reasonable measures for securing their wallets, and any security or storage mechanism the Acquirer decides to use to receive or hold Tokens outside of their ZPEcoin Account, including any requisite private key(s) or other credentials necessary to access their storage mechanism(s). If Acquirer’s private key(s) or other access credentials are lost, Acquirer may lose access to the acquisition of ZPECOIN Tokens. Company shall not be responsible for any such losses.
  • (b) The Acquirer is obliged (and guaranties in full its material obligation) to perform prompt refund of any Tokens which are mistakenly obtained in number equal to such amount mistakenly obtained. If such a situation takes place due to the technical failure of Company’s systems, or for any other reason, it is incumbent upon the acquirer to bring the situation to the Company’s attention immediately upon discovering the discrepancy by sending the Company an email at Support@ZPEcon.com explaining the situation The Acquirer has the right to ask tand the Company shall provide reimbursement of any fees the acquirer has incurred due to the mistaken transaction.
  • (c) The Acquirer is obliged to return the erroneously obtained Tokens within 5-calendar days of discovering the discrepancy.
  • (d) The Acquirer agrees to know or become familiar with principles and procedures of using two-factor authentication technology (2FA). The Acquirer bears risks of loss of access to his funds and Tokens assets at the time of turning enabling 2FA on its Site Account. The Company disclaims all responsibility or obligation to the acquirer and it will not reimburse Acquirers from losses due to the operation of 2FA enabled or unenabled by the Acquirer.

6. Terms and Conditions of ZPECOIN Token.
ZPECOIN Token terms and conditions, set forth in this White Paper and others that may be located on GAEA affiliated sites are incorporated herein by reference.

7. Cancellation; Refusal of Acquisition Requests.

  • (a) Purchasing ZPECOIN Tokens from Company becomes final upon the distribution of ZPECOIN Tokens and no refunds or cancellations are permitted except as specifically provided for in these Terms.
  • (b) Prior to distribution, acquirer may request a refund by contacting Company at support@zpecoin.com.
  • (c) The Company reserves the right to cancel or refuse any acquisition requests at Company’s sole discretion for any reason. In such case, Company will issue a refund in the same form of payments as was made by the acquirer at the time of acquisition.
  • (d) In the event that a refund is processed, the Company may deduct any fees or other transaction costs from the refunded amount, if any.
  • (e) The Company retains the right to refuse to return payments made by acquirers who specify refund requests that are materially different from the details provided at the time of acquisition.
  • (f) The Acquirer shall be solely responsible for losses due to transferring funds from one exchange to other exchanges where there is a discrepancy in the information used and the error results in the loss of funds).
  • (g) The Company reserves the right to refuse to cancel a acquirer’s request for refund if they neglect to transferred assets to a External Wallet as required.
  • (h) The sale of ZPECOIN Tokens even without their transfer to External Wallet reflect on the Company’s performance and statistical measures.
  • (i) The Company returns of payments initiated after the end of token sale or violating any of the rules stated herein. The Acquirer shall be solely liable for the risks and expenses associated with of returns mentioned herein as well as risks of total loss of its funds otherwise mentioned.
  • (j) Funds received by the Company which were not recognized and which the Company cannot return to the transferor (due to lack of payment details or high risks of loss) shall become property of the Company after 30-days has elapsed from the periods provided for herein to act upon errors and conditions.

8. Acknowledgment and Assumption of Risks.
The acquirer who is a party to this agreement acknowledges and agrees that there are risks associated with purchasing Tokens, and with holding and storing Tokens, and by the use of Tokens, which may or may not be disclosed in the White Paper or in these Terms and Conditions. In case of questions regarding these risks, you shall contact the sales team at sales@ZPEcoin.com. BY THE ACT OF PURCHASING ZPECOIN TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS.

9. Representations and Warranties.
In connection with the acquisition of the ZPECOIN Tokens, you represent to Company the following:

  • (a) You are aware of the terms and conditions of ZPECOIN Tokens and have acquired sufficient information about the ZPECOIN Tokens to reach an informed and knowledgeable decision to acquire the ZPECOIN Tokens.
  • (b) You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing ZPECOIN or any other cryptocurrency or Tokens.
  • (c) You understand that the ZPECOIN Tokens confer only the rights described in the White Paper and in this document, and confer no other rights of any form with respect to GAEA Research Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights.
  • (d) You shall not acquire ZPECOIN Tokens for any uses or purposes other than to use ZPECOIN Tokens as provided in the White Paper, including, but not limited to, any investment, speculative or other financial purposes.
  • (e) You understand that ZPECOIN Tokens are not digital commodity or any other kind of financial instrument and have not been registered or approved under the securities laws of United States or any other country, nor have they been approved by the Securities Act and securities laws of any state or of the United States, nor have they been reviewed, accepted or approved by any country or jurisdiction according to the securities laws or regulations of any other country, including the securities laws of any jurisdiction in which Acquirer is resident.
  • (f) You understand, acknowledge and aver that your acquisition of ZPEcoin does not constitute a purchase of anything other than a digital representation of certain rights you may acquire to purchase a product or service in the future and that although the word “purchase” has been, and may continue to be used, to refer to acquiring the digital representation conveyed by payment of your funds in exchange for ZPEcoin or coins, you specifically acknowledge that by consummating such transfer of funds to GAEA Research Company the acquisition does not include any specific good/s or service/s offered on GAEA’s or any affiliated website, or in this whitepaper or the Company’s business plan.
  • (g) Further, by transferring funds to GAEA you understand, acknowledge and aver that you are advancing funds that you anticipate on spending to obtain electricity in the future from your existing utility company and that the funds you advance are being gifted to GAEA.
  • (h) You further understand, acknowledge and aver that all funds you advance to GAEA shall be judiciously and efficiently used by them to perform research and development activities that focus on developing methods, designs and procedures to be used by future energy devices that are able to obtain energy from the Quantum Vacuum Flux Field, also known as Zero Point Energy.
  • (i) It is also understood that GAEA is strictly a social fundraising organization using crowdfunding techniques and methods to obtain funds that are strictly intended for conducting advanced technology research and development projects that have the potential to improve the human condition.
  • (j) It is further understood that GAEA does not now, nor does it ever intend in the future to manufacture or supply anything other than the beneficial designs for products and services it develops using the ideas, resources, techniques and inventions endowed to GAEA by their inventors and creationists, such as Dr. Nigel C. Cheese, who gift their intellectual property to humanity with the intention of improving human condition, provided they shall never be developed for any warlike use or purpose.
  • (k) You also agree that you’ve satisfied yourself as to the full observance of the laws of your jurisdiction in connection with any invitation to acquire ZPECOIN Tokens, and;
  • (l) the legal requirements within your jurisdiction for the purpose of acquiring the ZPECOIN Tokens, (ii) any foreign exchange restrictions applicable to such acquisition, and (iii) any governmental or other consents that may be necessary before purchasing.
  • (m) Your acquisition, payment for, and continued beneficial ownership of the ZPECOIN Tokens will not violate any applicable laws of your jurisdiction.
  • (n) You shall comply with any applicable tax obligations in all relevant jurisdiction arising from the acquisition of ZPECOIN Tokens.
  • (o) You understand that GAEA websites and ZPEcoin.com websites, as well as this White Paper, can be translated into several languages, but only the information placed in English shall bound the Parties of this Terms. Versions of websites and documents translated into other languages are for informational purposes only.
  • (p) You understand that you shall be guided by that version of White Paper which is put on GAEAresearch.com website at the moment of ZPECOIN Token/s acquisition or later.
  • (q) If you are acquiringing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and any such entity, jointly).
  • (r) You understand that GAEA Research Company cannot comply with the requirements of all the jurisdictions worldwide while doing business. If any provisions of this document break or to transgress or to violate the law to which Acquirer is subjected to, then Acquirer’s jurisdiction law shall prevail.
    The Acquirer entering into relationship with GAEA Research Company shall oblige its jurisdiction law.

10. Indemnification.

  • (a) To the fullest extent permitted by applicable law, you shall indemnify, defend and hold harmless the Company and Company’s representatives and the 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 (“Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) acquisition or use of ZPECOIN Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your breach of these Terms, or (iv) your violation of any rights of any other person or entity, and (v) your violation of any laws.
  • (b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

11. Disclaimers.

  • (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY COMPANY, (A) THE ZPECOIN TOKENS ACQUIRED HERE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE MERCHANTABILITY OF ZPECOIN TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE ZPECOIN TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, OR THAT THEY MEET ACQUIRER’S REQUIREMENTS, OR THAT DEFECTS IN THE ZPECOIN TOKENS WILL BE CORRECTED; AND (C) COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE ZPECOIN TOKENS OR THE DELIVERY MECHANISM FOR ZPECOIN TOKENS ARE FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS.
  • (b) Not all jurisdictions allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, therefore some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.

12. Limitation of Liability.

  • (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE ZPECOIN TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INZPECOINUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE ZPECOIN TOKENS, EXCEED THE AMOUNT YOU PAY TO THE COMPANY FOR THE ZPECOIN TOKENS.
  • (b) THE LIMITATIONS SET FORTH IN SECTION 12(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
  • (c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.

13. Release.
To the fullest extent permitted by applicable law, you release Company and 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 you and the acts or omissions of third parties. You expressly waive any rights you may have under statute or common law principles that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. Governing Law.
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the United States in the jurisdiction of the State of Maryland, without giving effect to principles of conflicts of law. The venue shall be Baltimore County, Maryland.

15. Dispute Resolution; Arbitration.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY.

  • (a) Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to this Agreement resolved in a county court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
  • (b) No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to this Agreement is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of
    individuals.
  • (c) Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable Dispute within 30 days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by email to the support team at support@ZPEcoin.com Notice to you shall be sent to the email address provided by you in your Account. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within 30 days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this document, commence an arbitration proceeding or, to the extent specifically provided for in this document (a), file a claim in court.
  • (d) Process. If allowed under the applicable law, any Dispute shall be referred to and finally resolved by arbitration administered by the Arbitration Court of the United States Chamber of Commerce in accordance with applicable arbitration Code of Civil Procedure of the United States for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Baltimore County, MD. The Tribunal shall consist of three (3) arbitrator(s). The language of the arbitration shall be English. Otherwise, the jurisdiction for arbitration shall be determined according to the applicable law.

16. Miscellaneous.

  • (a) Entire Agreement. These Terms set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
  • (b) Amendments. These Terms may be modified by Company at any time for any reason by placing modified Terms on the Site. We will provide notice of any amendment to these Terms by posting any revised terms to the Site and updating the “Last updated” field above accordingly or by any other method we deem appropriate. We are not obligated to provide notice in any other method beyond these. Any change to these Terms will be effective immediately upon such notice and apply to any ongoing or subsequent acquisitions of ZPECOIN Tokens.
  • (c) Binding Agreement. These Terms provide the legally binding terms and conditions for the sale and acquisition of the ZPECOIN Tokens. By purchasing the ZPECOIN Tokens, you acknowledge your understanding and acceptance. You are bound by the Terms in existence at the time of your acquisition of ZPECOIN Tokens. If you are making a acquisition on behalf of the legal entity, you understand and accept these Terms on behalf of that entity (to which refers to “you” shall also apply) and warrant that you are duly authorized to act on behalf of that legal entity.
  • (d) Successors and Assigns. Except as otherwise provided in these Terms, these Terms and the rights and obligations of the parties hereunder will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Company may assign any of its rights and obligations under these Terms. No other party to these Terms may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms, except with the prior written consent of the Company.
  • (e) Severability. In the event any provision of these Terms is found to be invalid, illegal, or unenforceable the remaining provisions of these Terms shall nevertheless be binding upon Company and you with the same effect as thought the void and unenforceable part had been severed and deleted.
  • (f) Headings. The article headings of these Terms are included for the convenience only and shall not affect the construction or interpretation of these Terms.
  • (g) Acceptance. You expressly agree with and accept these Terms and all terms incorporated herein by reference by proceeding with the acquisition of ZPECOIN Tokens.
  • (e) Termination. GAEA Research Company may terminate this Agreement with or any one of you, i.e. to refuse the further service.

Created: February 11, 2018

GAEA RESEARCH COMPANY
PO Box 18000, Baltimore, MD 21220-0100 USA
info@zpecoin.com
410 335-8000
1 888 512-5120
https://gaea.company | https://zpecoin.com