IMPORTANT NOTICE:
PLEASE READ THIS DOCUMENT THOROUGHLY AND IN FULL AS IT CONTAINS CRUCIAL INFORMATION ABOUT ZDKL COIN.
BY PURCHASING ZDKL COIN YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY.
ZDKL Coin Sale Agreement
This ZDKL coin sale and purchase agreement (“Token Sale Agreement”) is entered into by and among You or the entity that you rightfully and legally represent (“Buyer” or “You”) and Zadkiel SA (the coin broker/seller) which is a private limited company duly registered and existing under the laws of Costa Rica. Zadkiel SA is not the owner of the ZDKL Coins being sold and is acting as the sellers’ broker/ agent to provide the sale of ZDKL coin and regulates the sale and purchase of Utility ZDKL Coin (“ZDKL”). ZDKL coin owner is ZDKL Holdings a private company registered in Singapore.
RECITALS
Whereas, ZDKL is a media and e-commerce blockchain company with its own Utility Token. This will enable people from around the world to send, receive, transfer, stake, swap, and store digital assets.
Whereas, Utility ZDKL Coin are not investment tools and therefore this Coin/Token Sale Agreement shall not be regarded as or represents any kind of offer for purchase and/or sale of any financial or security tools or
participation in any kind of investment option. Utility ZDKL Coin is a
utility token used to pay for use of the ZDKL Ecosystem.
Whereas, Seller may, at its own discretion, refuse to issue ZDKL Coin and/or sell them to the Buyer without giving any reason even in the case if all conditions for purchase of ZDKL Coin are met by such Buyer.
Whereas, ZDKL Coin are not in anyway targeted at, offered or distributed to any restricted persons including but not limited to US Person or Chinese Person.
Whereas, Seller reserves the right to arrange and perform additional ZDKL Coin distributions and any related distribution events in accordance with this agreement.
Now, therefore, in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth in this Agreement, intending to be legally bound, buyer and broker/seller hereby agree as follows:
Section 1. : Purchase of ZDKL Coin
1.1 Binding Agreement
The Buyer agrees to purchase, and the Broker/Seller agrees to sell ZDKL on the terms and under the conditions set forth herein. Buyer fully acknowledges, understands and agrees that it is subject to and bound by this Agreement by virtue of Buyer’s purchase of ZDKL. This Agreement shall become effective and binding on the Parties depending on whatever happens earlier either (a) from the moment Buyer read, accept and acknowledged, understood and agrees to the terms of this Agreement; or (b) upon the commitment of Payment by the Buyer
1.2 Legal Basis of ZDKL
Broker/Seller has established Terms of Use and Privacy Policy. Legal basis of ZDKL may be amended at any time at Seller’s sole discretion. It is Buyers responsibility to read, understand and check any changes or updates in the Terms of Use and Privacy Policy.
1.3 Utility ZDKL Coin (ZDKL)
(a) ZDKL are not financial or collateral tools. ZDKL Coin is a utility crypto-token and digital means of use of the Services of the Seller and they only provide the Buyer with certain limited rights as explicitly defined herein.
(b) This Token Sale Agreement shall not represent or be regarded as a sale of derivatives, shares, or stocks of any company. It represents a sale of ZDKL Coin, which are digital assets that only provide the Buyer with certain limited rights as explicitly defined herein. Purchase of ZDKL Coin and their corresponding possession after their purchase by the Buyer shall not give the Buyer any ownership or any interest rights over ZDKL or any of its companies.
(c) ZDKL Coin are not an investment, loan, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument as may be defined by any national legislation or Governmental Authority. Therefore, this Coin/Token Sale Agreement shall not be regarded as or represent any kind of offer for purchase and/or sale of any financial or security tools or participation in any kind of investment option. Purchase of ZDKL Coin and their corresponding possession after their purchase by the Buyer shall not be regarded as or represent any loan by the Buyer to ZDKL or its companies.
(d) ZDKL Coins do not have any rights, uses, purposes, attributes, functionalities or features, express or implied, including without limitation any uses, purposes, attributes, functionalities or features except those that are provided by ZDKL and this Agreement.
(e) All purchases of ZDKL Coin are final. Any price and/or other amounts paid for ZDKL Coin are non-refundable. Such purchases cannot be cancelled or withdrawn in any other way. Buyer acknowledges understands and agrees that there is a risk of losing any and all amounts paid. Seller is not responsible for any loss of value from supply and demand of ZDKL Coin/token.
(f) Seller by means of this reserves the right to refuse or cancel any and all ZDKL Coin purchase requests at any time at its sole discretion. Buyer acknowledges, understands and agrees to the reserved right.
1.4 Not an Offering of Securities, Commodities or Swaps.
The sale of ZDKL Coin and ZDKL Coin itself is not software, securities, commodities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any national legislation or defined by any Governmental Authority. Purchases and sales of ZDKLCoin are not subject to the protections of any laws governing the named types of financial instruments. This Agreement and all other documents referred to herein, including Whitepaper, Deck, and Terms of Use, do not constitute a prospectus or offering document and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity as may be established by any national legislation or defined by any Governmental Authority. The buyer understands this and agrees to this.
1.5 Not an Investment
The Buyer confirms and agrees that he/she shall not purchase ZDKL Coin for the purposes of investing. ZDKL Coin is a utility crypto utility token and is not designed for investment purposes. ZDKL Coin should not be considered as a type of investment as may be defined by any national legislation.
1.6 Functionality of Tokens
(a) ZDKL Coin provides Buyers with the right to use selected Services provided by ZDKL and its companies.
(b) ZDKL Coin can be listed and tradable in an exchange.
1.7 Receipt of ZDKL Coin
(c) It is possible for ZDKL Coin Owner to profit from their HODL of ZDKL Coin in the long run from laws of demands/supply in ZDKL ecosystem. However, ZDKL is not responsible for the demand/supply of the global crypto market.
1.7 Receipt of ZDKL Coin
(a) Broker/Seller shall distribute to Buyer the amount of ZDKL Coin purchased.
(b) Buyer must possess own a wallet that supports the selected ZDKL Coin they have purchased. Buyer can purchase ZDKL Coin a Ethereum token standard (ERC20), ZDKL Binance (BEP20) or ZDKL Polygon (matic) in order to be eligible to take part in the ZDKL Coin sale. Such wallet is necessary for receipt of ZDKL Coin purchased from Broker/ Seller, therefore the use of any third-party wallet, such as a wallet address given by trading platforms, where the Buyer does not have access to the private keys is prohibited. Buyer shall provide an accurate digital wallet address to Seller for receipt of any ZDKL Coin distributed to Buyer pursuant to this Agreement.
1.8 Resale and trading of ZDKL Coin
ZDKL Coin will be available for exchange and/or trading on selected platforms
1.9 Use of Proceeds
Buyer acknowledges and understands that the proceeds from the sale of ZDKL Coin will be utilized by Seller for product development and any or all legal purposes.
Section 2: Terms of Arrangement
2.1. Private Sale round has two options: ZDKL Public Retail Sale Price $____ USD
i. A minimum purchase of US$ _______ at ____% discount, tokens sold at US$______ per ZDKL. Purchase is available through this agreement.
ii. A minimum purchase of US$ ________ at _____% discount, tokens sold at US$ per ZDKL.
2.2. After the Private Token Sale Round, the Company shall offer ZDKL to the public for sale via the Website as well as exchanges during its IEO Token Sale Round. During IEO Token Sale Round, the Company shall offer ZDKL for sale at US$ ____ per ZDKL. The Company may issue additional terms for IEO Token Sale Round in the future.
2.3 Paying for ZDKL Coin
A) USDT wallet address to be provided
B) Bitcoin (BTC), wallet address to be provided
C) Ethereum (ETH), wallet address to be provided.
You shall be required to copy paste your transaction id after you have sent the funds to any wallet address provided
Warning: Sending coin or token other than BTC to this address may result in the loss of your deposit.
2.4 KYC/AML Requirements: The Company will make all reasonable efforts to fulfill the required KYC/AML requirements. The Company may require certain personal details of the Purchaser.
Section 3: Eligible Purchasers
3.1. By purchasing ZDKL Coin, the Purchaser covenants, represents, and warrants that (under the Applicable Law and law of the country of Purchaser’s residence):
3.1.1. He is of an age of majority to enter into this Agreement (at least 18 years of age), meets all other eligibility criteria and residency requirements, and is fully able and legally competent to use the Website, enter into an agreement with the Company and in doing so will not violate any other agreement to which he/she/it is a party;
3.1.2. He has the necessary and relevant experience and knowledge to deal with cryptographic Tokens, cryptocurrencies and Blockchain-based systems, as well as full understanding of their framework, and is aware of all the merits, risks and any restrictions associated with cryptographic tokens (their purchase and use), cryptocurrencies and Blockchain-based systems, as well as know-how to manage them, and is solely responsible for any evaluations based on such knowledge;
3.1.3. Buyer will not be using either ZDKL Coin, Platform or the Website for any illegal activity, including but not limited to money laundering and the financing of terrorism; and
3.1.4. Purchaser has created an account on the Website and accepted the Terms and Conditions, Privacy Policy, Cookies Policy and any other legal document as may have been issued by the Company.
3.2. Purchaser also represents and warrants that he is not a citizen or resident of a geographic area in which access to, use of, or sale/purchase of the cryptocurrency or cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act. The Company shall reserve the right to refuse to sell ZDKL Coin to anyone who does not meet the citizenship and residence criteria set forth above. Purchasers cannot resell ZDKL Coin to citizens and residents of countries and territories restricted in this Agreement.
3.2.1 Purchaser cannot sell the ZDKL Coin until the retail public sale begins.
Section 4: Applicable Law
4.1. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of Costa Rica and Singapore.
4.2. Dispute Resolution
To resolve any dispute, controversy or claim between Parties arising out of or relating to this Agreement or the breach thereof, the Parties agree first to negotiate the issue in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party.
4.2.1 If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the respective claim to the binding arbitration administered by the competent court of Costa Rica and Singapore. Purchaser agrees to pay for all legal costs of both parties as they are incurred. The purchaser can only seek to recover the amount of funds used to pay for ZDKL and will make no claims for any more funds.
4.3 Termination
4.3.1 ZDKL and companies reserves the right, without notice and at its sole discretion, to terminate this Agreement or suspend the Purchasers right to use ZDKL Coin, including (but not limited to) in case of Purchaser’s breach of this Agreement or if the Company believes it has committed fraud, negligence or other misconduct. All rights granted to the Purchaser under this Agreement will immediately be revoked upon our termination of this Agreement or Company suspension of Purchaser’s access to ZDKL Coin, the Platform or the Website Services.
Section 5: Disclaimer of Liability
5.1. To the maximum extent possible by the applicable laws, rules and regulations, the Company or its founders are not responsible for any special, vicarious or any kind of consequential damages as well as any other losses, like loss of income, profits, or loss of use or data, caused by purchase or use of ZDKL Coin.
5.2. ZDKL Coin carry no rights, express or implied, other than those, set out herein. In particular, ZDKL Coin holders shall not have any influence in the development or governance of ZDKL Coin or the Platform.
5.3. Any potential future use of ZDKL Coin in connection with the provision or receipt of services on Platform, shall be subject to and governed by such other applicable terms, conditions and policies relating to the use of each such service or Platform. Such terms and conditions regulating the use of the Platform shall be made available to the users.
5.4. BUYING ZDKL COIN INVOLVES RISKS AND PURCHASERS SHOULD BE ABLE TO BEAR THE LOSS OF THEIR ENTIRE PURCHASE. ALL PURCHASERS SHOULD MAKE THEIR OWN DETERMINATION OF WHETHER OR NOT TO MAKE ANY PURCHASE, BASED ON THEIR OWN INDEPENDENT EVALUATION AND ANALYSIS. PRIOR TO PURCHASING ZDKL COIN, YOU SHOULD CAREFULLY CONSIDER THE TERMS AND CONDITIONS OF THIS ZDKL COIN SALE AGREEMENT AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE ZDKL COIN. BY PURCHASING ZDKL COIN, AND TO THE EXTENT PERMITTED BY LAW, YOU AGREE NOT TO HOLD ANY OF THE COMPANY AND ITS 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 LIABLE FOR ANY LOSSES OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, OR IN ANY WAY CONNECTED, TO THE SALE OF ZDKL COIN, INCLUDING LOSSES ASSOCIATED WITH THE TERMS SET FORTH HEREIN.
5.5. THE COMPANY DOES NOT ACCEPT ANY USERS FROM THE COUNTRIES OR TERRITORIES WHERE ITS ACTIVITY SHALL BE ESPECIALLY LICENSED, ACCREDITED OR REGULATED BY OTHER WAYS. IT SHALL BE YOUR RESPONSIBILITY TO CONFIRM AND CHECK THE APPLICABLE LAW IN YOUR JURISDICTION AND YOU SHALL BE FULLY RESPONSIBLE FOR ANY NEGATIVE IMPACT ARISEN FROM YOUR RESIDENCE COUNTRY REGULATIONS. IF YOU ARE TRAVELLING TO ANY OF THESE COUNTRIES, YOU ACKNOWLEDGE THAT OUR SERVICES MAY BE.
5.6. THE COMPANY RESERVES THE RIGHT TO IMPOSE ADDITIONAL REQUIREMENTS OR CONDITIONS BEFORE ACCEPTING PURCHASERS RESIDING IN OR FROM SPECIFIC COUNTRIES IN ITS SOLE DISCRETION.
5.7. IF YOU DO NOT AGREE WITH THIS AGREEMENT AND CONDITIONS, OF DIAGON COIN SALE YOU MUST NOT ACCESS OR USE THE WEBSITE OR PURCHASE ZDKL COIN.