Sale Terms & Conditions – Initial SERSH tokens Coin Offering

Last revised: April 26th 2022

These SERSH Tokens Sale Terms and Conditions (the “Terms and Conditions”) are the terms and conditions upon which SERSH LABS CORP (the “Seller”) will sell the SERSH tokens (the “SERSH tokens” or “Tokens”) which will be issued and then transferred to You (the “Buyer”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING SERSH TOKENS, AS IT SETS OUT AND EXPLAINS YOUR LEGAL RIGHTS AND OBLIGATIONS INCLUDING WAIVERS OF RIGHTS, AND LIMITATION OF LIABILITIES. BY UTILIZING THE SERVICES (AS DEFINED BELOW) WHICH WILL BE OFFERED BY THE WEBSITE (AS DEFINED BELOW), YOU ACKNOWLEDGE AND AGREE YOU HAVE READ THIS DOCUMENT AND THAT YOU AGREE TO BE BOUND BY IT.

By purchasing SERSH tokens prior to the launch of the project described in the White Paper, you will be automatically bound by these Terms and Conditions and the purchase of the SERSH tokens is subject to it, subject to the potential prevailing particular terms and conditions set forth therein.

We strongly recommend that you do not purchase SERSH tokens, if you are not an expert in cryptocurrencies and blockchain technology. Even if you have knowledge of the technology, you should consult your own lawyer, accountant and other professionals whereso required. The Seller will not be responsible in any way for any loss incurred by you resulting from the purchase of these SERSH tokens.

By purchasing SERSH tokens, using or otherwise accessing the Website, creating or registering an account, downloading content or other information, you shall be deemed to acknowledge that you do so with full consent and full knowledge of these Terms and Conditions having first obtained legal advice as to the full force and effect of these Terms and Conditions. Your participation will be deemed to be your undertaking that you satisfy this requirement and shall be deemed to be your unequivocal and express agreement to be bound by these Terms.

Only after that the Token Sale has been completed and the project described in the White Paper implemented, the Buyer of these SERSH tokens will have access to the Services.

BACKGROUND

Please visit the Website and read the White Paper (as defined below) for yourself. The Website and the White Paper provide a non-binding description of the Platform (as defined below) currently being developed and the Services that will be offered by the Seller.

DEFINITIONS

Administrator – Token Generator and/or any third-party service provider contracted by the Token Generator in connection with the Token Sale.

Agreement – this Agreement exclusively and no other.

Platform – means the platform which enables the use of the purchased SERSH tokens and allows the holders of the SERSH tokens to use the supplied Services as soon as they will be available. The Platform offers an innovative, revolutionary approach to inheritance and secure storage solutions for our most sensitive information.

SERSH token(s) – a utility token for the use of the services described in the White Paper built on the Solana blockchain, issued by the Token Generator. 

AML – Anti Money Laundering.

Beneficial Owner – a natural person who ultimately owns or controls the Buyer and/or the natural person on whose behalf a transaction or activity is being conducted. 

Blockchain – the underlying blockchain technology on which the SERSH token is issued. Unless otherwise decided by the Seller, the SERSH tokens will meet the Solana blockchain standard. By extension, it also refers to every blockchain technology the Buyer or Seller may use.

Buyer – the purchaser of the SERSH tokens, “Purchaser” “purchaser” “you”, “You” “your”, or “yourself”. 

Hard Cap – means the minimum amount to be raised: USD$ 4,000,000. 

Prohibited Person – a person who is not eligible to purchase SERSH tokens under this Agreement by virtue of Clause 11. 

Registered Buyer – those Buyers who have purchased SERSH tokens and the purchase has been registered by the Seller, and “You”, “Your” or “Yours” in these Terms and Conditions.

Schedule – any Schedule referred to or annexed to this Agreement and is an integral part of it.

Seller – SERSH LABS CORP, and “Us”, “We” or “Ours”, a company with its office situated at Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands, in the process of incorporation in the British Virgin Islands.

Services – means the services (as soon as they will be available) that will be provided by the Seller and/or its affiliates, as described on a non-binding basis on the Website and the White Paper (as amended or changed from time to time).

Small Cap – means the minimum amount to be raised: USD$ 600,000. Such Small Cap may be amended or changes at the sole discretion of the Seller, at any time. 

Terms and Conditions – the terms and conditions contained in this Agreement.

This Jurisdiction – means the British Virgin Islands. 

Token Generator – means the Seller.

Token Sale – means the present SERSH tokens sale. 

Total supply of $SERSH – 100,000,000 tokens. 

Website – means the SERSH token sale website at www.serenityshield.io 

White Paper – the description (on a non-binding basis) of the project and of the ecosystem of the SERSH token made available at https://serenityshield.io/docs/Serenity_Shield_Whitepaper.pdf. The White Paper may be modified and changed from time to time and is hereby incorporated for reference purposes only. The White Paper describes, for informational purpose only, the project, the specificities of the sale of the SERSH tokens, the details of the Token Sale, the technical partners and security technologies used, the specificities of the SERSH token and its issuance (e.g. cliff period and/or vesting).

RECITALS

WHEREAS, the Seller (and/or its affiliates) is (and/or are) developing the Platform.

WHEREAS, the SERSH tokens are not investment tools and therefore this Agreement shall not be considered as or represent any kind of offer to purchase and/or the sale of any financial security or security tool or any kind of investment option.

WHEREAS, the Seller will issue SERSH tokens within the Website.

WHEREAS, the Buyer wants to purchase the SERSH tokens and acknowledges and agrees to abide by the Terms and Conditions.

NOW THEREFORE, in mutual consideration of the covenants and agreements contained herein, the Seller and the Buyer agree as follows:

INTERPRETATION

Unless the context of this Agreement otherwise requires:

  • words of any gender include all other genders;
  • words using the singular or plural also include the plural or singular respectively;
  • the terms “hereof”, “hereby”, “hereto” and derivatives of similar words refer to this entire document;
  • the word “including” shall mean “including without limitation”.

The Terms and Conditions are only in respect of the sale and purchase of the SERSH tokens. Any potential future use of the SERSH tokens is in connection with the Services provided by the Seller and its affiliates on the Platform which will be governed by other applicable terms and conditions. These Services will be made available at the sole discretion of the Seller and its affiliates on the Website.

  1. SERVICES

1.1. The Buyer acknowledges and agrees that the SERSH tokens will be used – only when the services shall become available to users – as a digital means to pay for goods/services on the Platform and benefit from staking and farming (“Usage”). 

1.2. The Buyer acknowledges and agrees that the SERSH token does not have attached to it any rights, neither express nor implied, other than the envisaged Usage of the SERSH token. 

1.3. The Buyer, upon purchasing SERSH tokens, acknowledges and agrees that they will not have any rights in, shares, security, ownership or any such other rights or any future rights to receive them, nor any intellectual property rights in the Seller and its affiliates.

  1. THE SERSH TOKENS 

The SERSH tokens are not intended to be any form of:

  • security;
  • commodity;
  • any form of financial instrument; or
  • investment.

Purchasers should have no expectation of influence over the Seller, including no governance right on the Seller and no access to its shareholders’ general meetings as well as no rights to the Seller’s earnings nor other interests in the Seller such as dividends. 

Purchasers should have no expectation of price appreciation whatsoever.

The Purchaser acknowledges that the proceeds from the Token Sale will be indicated in the White Paper but ultimately shall be utilized by the Seller at its sole discretion.

Nothing in these Token Terms and Conditions shall be considered to constitute a prospectus of any sort whatsoever or a solicitation of investment of any kind. These Token Terms and Conditions are not an offering to buy or sell any securities in any jurisdiction.

Purchaser declares that the Seller has not solicited it in any form whatsoever, and that it has contacted the Buyer directly to buy SERSH tokens.

  1. DEVELOPMENT

3.1. IN PURCHASING THE SERSH TOKENS, THE BUYER ACKNOWLEDGES AND AGREES THAT BUYER FULLY UNDERSTANDS THAT THE SERVICES ARE STILL IN THE DEVELOPMENT STAGE AND ARE NOT YET AVAILABLE. 

3.2. The Buyer acknowledges and agrees that he or she fully understands that the Services supplied for the use of the SERSH tokens form no part of this Agreement and are still in the development stage. 

3.3. The Buyer acknowledges and agrees that the development of the applications and software for the use of the Platform may give rise to changes in the Services supplied in exchange for the SERSH tokens. 

  1. OFFER AND SALE

4.1. The Seller offers for sale to the Buyer SERSH tokens in accordance with the Terms and Conditions.

4.2. The Buyer agrees to purchase SERSH tokens offered for sale from the Seller in accordance with the Terms and Conditions.

4.3. The Buyer will, during the Token Sale Period, transfer to the Seller the agreed amount for the number of Tokens purchased.

4.3.1. The Seller, during this Token Sale Period, will register the purchase of the SERSH tokens, the number of SERSH tokens purchased and the full details of the Buyer.

4.3.2. The Seller will send updates and information to Registered Buyers in respect of the development and launch of the Platform and Services as described in this Agreement.

4.4. The number of available SERSH tokens is entirely the preserve of the Token Generator.

4.5. The Token Sale Period may be subject to change at the sole discretion of the Seller.

4.6. The Seller may terminate the Token Sale Period earlier at any time for any reason at its sole discretion. 

  1. OFFER PRICE

5.1. Unless otherwise agreed with the Seller, the nominal price per SERSH token is as follows: 

  • USD$0,12 (first private round); 
  • USD$0,15 (second private round); 
  • USD$0,20 (public sale). 

The price per SERSH token may be subject to change at the sole discretion of the Seller.

5.2. The Seller does not give any guarantee that the price will remain static and it may change from time to time.

5.3. Buyers may pay in any currency, cryptocurrency or digital asset that is allowed under these Terms and Conditions. The exchange rate will be determined from time to time, according to the current market price provided by the Seller, on the Website.

5.4. For the avoidance of doubt, the purchase price is per SERSH token, multiplied by the number of SERSH tokens purchased.

5.5. In some circumstances, a small administration fee may be charged.

  1. TOKEN PURCHASE PROCEDURE AND DELIVERY

6.1. The Seller reserves the right to amend and modify this Token Sale procedure at any time.

6.2. The Buyer should register its interest in the purchase of Tokens. This will be done through the Website which will require the Buyer to open an account.

6.3. Some information may be collected through our KYC identity verification provider, which may be mandatory. Specifically, we may verify the age, the name, and the residential address, as well as certain other information. 

6.4. Full instructions and procedures, upon registering and opening an account, will be provided by the Seller in respect of the purchase and payment of the SERSH tokens.

6.5. Authorized payment methods: USDT or USDC (Stable coins). 

6.6. Payment will not be deemed received until such a time as the entire purchase price, in whichever currency or cryptocurrency, has been paid in full. Any foreign exchange charges are the sole responsibility of the Buyer and no deduction must be made against the purchase price.

6.7. Failure to follow the instructions and procedures provided by the Seller or payment by any other means than those authorized are not accepted by the Seller.

6.8. The Buyer acknowledges and agrees that upon completion of the purchase of SERSH tokens, to the fullest extent applicable under law, no refunds and/or cancellations are permitted unless agreed in writing by the Seller or unless the cumulative funds raised in the context of the Token Sale, are not at least equal to or greater than the Small Cap. 

The Buyer expressly acknowledges and agrees that the right of withdrawal cannot be exercised in the context of the Token Sale. The Buyer wishes to have the Token Sale executed immediately. The Buyer expressly agrees in advance and expressly waives his right of withdrawal. 

6.9. The Buyer acknowledges and agrees that he or she will accept the amount of SERSH tokens allotted by the Seller if the requested amount of SERSH tokens is not available. 

6.10. In the event that the purchase of SERSH tokens is not completed or fails for merely technical reasons, the Seller agrees to return to the Buyer any amount paid, less any reasonable transaction costs, (e.g. bank transaction costs) to the originating source only. This clause applies if the transaction is not subsequently completed. 

6.11. The Seller reserves the right to refuse an SERSH token request application on any grounds, including, but not limited to, the following reasons:

  • if the Buyer fails to complete any of the requested details in the application;
  • if, to the complete satisfaction of the Seller, the Buyer’s identity cannot be verified;
  • if any regulatory changes become adverse to the issuing of the SERSH tokens and/or continuance of the Services;
  • the Buyer fails to give accurate or gives false information on the application or if the KYC service provider of the Seller rejects the application for any reason; or
  • if the Buyer is a Prohibited Person.

6.12. The Seller may determine, at its sole discretion, that it is necessary to obtain certain information about the Buyer in order to comply with applicable laws or regulations in connection with selling SERSH tokens to the Buyer. The Buyer agrees to provide the Seller with such information promptly upon request. The Buyer acknowledges that the Seller may refuse to sell SERSH tokens to the Buyer until the Buyer provides such requested information and has determined that it is permissible to complete the purchase.

6.13. Upon completion of the purchase of the SERSH tokens in accordance with these Terms and Conditions, the Seller will deliver the purchased SERSH tokens to the wallet of the Buyer’s user account after the end of the Token Sale in accordance with the following release schedule:

  • Private sale: 2 months of Cliff (20%) and then linear for 5 months.
  • Advisor: 3 months of Cliff (15%) and then linear for 5 months.
  • Participants: 4 months of Cliff (25%) and then linear for 5 months.
  • Team: 6 months of Cliff (20%) and then 20% every quarter.

This above release schedule will be applicable to all Buyers pro rata to the amount of SERSH tokens they have purchased during the Token Sale. 

The Seller reserves the right, at its sole discretion, to extend the time of release of the SERSH tokens for technical, cybersecurity or other relevant issues it reasonably believes may affect the delivery time.

6.14. For the avoidance of doubt, any extension of the release time of the SERSH tokens shall not affect the obligation of the Seller to make delivery to the Buyer of the purchased SERSH tokens.

6.15. The SERSH tokens are non-refundable under any circumstances (with the exception of the case of not reaching the Small Cap referred to in article 6.8) and the Seller gives no guarantee and makes no representations as to the future value of the SERSH tokens.

  1. WALLET

7.1. The Seller will deliver the SERSH tokens to the Buyer in the wallet of his user account.

7.2. The Buyer must keep the wallet and its security protocols safe and not share them with any other person.

  1. ANTI MONEY LAUNDERING (AML) POLICY 

8.1. Money laundering is the process of which proceeds of crime or terrorism are changed to give the appearance that such funds come from legitimate sources.

8.2. Money laundering activities may come in many forms, from a simple single act to sophisticated and complex multiple schemes. Such money passing from person to person or through company to company being handled by multiple methods through multiple property to disguise its source.

  1. ANTI MONEY LAUNDERING VERIFICATION

9.1. The Token Generator and Administrator may:

  • require verification of the identity of the Buyer through our third-party AML identification and verification providers;
  • require, in some situations (examples include, but are not limited to, large transactions, high-risk transactions or inconsistencies according to our records), additional information (examples include, but are not limited to, proof of source of funds).

If the verification evidence supplied does not meet with AML requirements, Token Generator or the Administrator may not allow the participation to the Token Sale and will return possible obtained funds minus the administration fee referred to in Clause 5.5 above, without interest, to the originating source at the Buyer’s expense.

The Buyer acknowledges and agrees to release the Token Generator and Administrator from all and any claims for loss that it may suffer as a result of this action and hereby waives such claims.

The Buyer hereby declares that he or she will indemnify the Token Generator and the Administrator and each of them, against all and any losses that the Token Generator or the Administrator could suffer from or in connection with a failure to process purchase of the SERSH tokens.

9.2. The Buyer acknowledges and agrees that he or she is aware of the AML reporting requirements and that any report will not be treated as or considered a breach of privacy but as a legal obligation on behalf of the Token Generator or Administrator.

9.3. The Buyer confirms that he or she is not a Prohibited Person (see Clause 11).

9.4. If the Buyer has any Beneficial Owners, he or she confirms that he or she has undertaken all reasonable due diligence and that the Beneficial Owner is not a Prohibited Person.

  1. DATA PROTECTION

You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with these Terms and Conditions, or the Services. Accordingly, you represent and warrant that:

  • your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
  • before providing any such personal data to us, you have read and understood our Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and
  • if from time to time we provide you with access to a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.
  1. PROHIBITED PERSONS

11.1. Persons from the following countries will be ineligible to purchase SERSH tokens during the Token Sale: Afghanistan, Albania, Angola, Azerbaijan, Bosnia and Herzegovina, Bahamas, Barbados, Burma, Botswana, Burkina Faso, Burundi, Cayman Islands, Cambodia, Cameroon, Crimea (Ukraine), Chad, Congo, Congo (Democratic Republic), Cuba, Ethiopia, Eritrea, Fiji, Palau, Ghana, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Jamaica, Jordan, Lao people Democratic Republic, Liberia, Libya, Madagascar, Malia, Mozambique, Nicaragua, Uganda, Nigeria, Korea North, Pakistan, Panama, Puerto Rico, Russia, American Samoa, Senegal, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (United States), Yemen, Zimbabwe.

11.2. The Token Generator and/or the Administrator will undertake verification of nationality and other identifiers (see Clauses 6.3 and 9.1).

11.3. Persons under the age of 18 will be ineligible to purchase SERSH tokens during the Token Sale.

11.4. Politically Exposed Persons (PEP) will be ineligible to purchase SERSH tokens during the Token Sale.

  1. ACKNOWLEDGEMENT OF RISK

12.1. You represent and warrant that You fully understand and have significant experience of cryptocurrencies, digital assets, blockchain systems and services, and You fully understand the risks associated with the trading of cryptocurrencies and digital assets as well as the mechanics related to the use of such cryptocurrencies and digital assets (including with respect to their storage and exchange).

12.2. You acknowledge that trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics.

12.3. You represent and warrant that You are not entering into transactions that are above Your financial abilities. Also, cryptocurrencies and digital assets are not suitable for people without the relevant knowledge and/or experience. You further represent and guarantee that You are aware of the risks related to cryptocurrencies and digital assets, for which You are solely responsible and liable.

12.4. The Buyer acknowledges and agrees that there are risks associated with purchasing SERSH tokens, owning SERSH tokens, and using SERSH tokens for the provision or receipt of Services of the Seller and its affiliates. By purchasing SERSH tokens, the Buyer expressly acknowledges and assumes these risks.

12.5. The Buyer acknowledges and agrees that he or she understands that he or she may lose some of or all of his or her contribution in this Token Sale.

12.6. Without prejudice to 6.8 and 6.9, the Buyer acknowledges and agrees that he or she has no right to obtain a refund of his or her contribution (with the exception of the case of not reaching the Small Cap referred to in article 6.8), or otherwise cancel his or her purchase of the SERSH tokens obtained via this Token Sale, once such purchase is completed due to the uncertainties of the value to be attributed to the SERSH tokens once purchased and/or the fluctuations inherent in the value of cryptocurrency generally.

12.7. The Buyer acknowledges and agrees that he or she has sufficient understanding and knowledge of the technical and business matters (including those being developed by the Seller, cryptocurrency storage systems, e.g., wallets) to understand this Token Sale and to appreciate the risks and implications of purchasing SERSH tokens.

12.8. The Buyer acknowledges and agrees that he is aware that crypto-currencies and digital assets operate in a network without intermediaries and do not benefit from legal tender, unlike currencies issued by central banks. Their value is not guaranteed and depend on unregulated markets. Therefore, You acknowledge and agree that if the platform and the Services are finally not developed or cannot function properly, the SERSH tokens will not be refunded which is a significant risk that You accept. Moreover, there is no guarantee of liquidity with respect to the SERSH tokens as well as the existence of a secondary market. As a result, the Buyer may not be able to sell its SERSH tokens easily or at prices that would provide him with a valuation gain comparable to similar participants benefiting from a developed secondary market. 

  1. REPRESENTATION, WARRANTIES AND COVENANTS

You hereby agree that by purchasing the SERSH token(s), you warrant and represent the following to be true:

13.1 You are not a Prohibited Person. If you purchase the SERSH token(s), we are deeming the purchase to be your undertaking that you are not a Prohibited Person. 

13.2 You have not received advice from the Seller or any employee or agent of the Seller regarding purchasing the SERSH token(s).

13.3 You are legally permitted to purchase and hold the SERSH token(s) in your jurisdiction.

13.4 You are of legal age to purchase and hold the SERSH token(s) and are not aware of any legal reason preventing you from so doing in your jurisdiction or in this Jurisdiction. 

13.5 You are of sound mind and have the requisite power and authority to understand and agree to these Terms and Conditions and to carry out and perform the obligations as set out hereunder.

13.6 You will supply (is required) all AML and KYC documentation required as set out in these Terms and Conditions and any other such documentation that may be so reasonably required by the Seller or the Administrator from time to time to fulfil any legal, regulatory or other obligation.

13.7 The funds you provide including any fiat, cryptocurrency have not been derived from or related to any unlawful activity including but not limited to money laundering, terrorist financing and furthermore you agree that you will not use the SERSH tokens, Website, account, Technology or Platform for unlawful purposes, including, but not limited to, sending or storing any unlawful material or for fraudulent purposes. The Seller reserves the right to terminate your use thereof should you use or attempt to use the SERSH tokens, Website, account, Technology or Platform for unlawful purposes, including, but not limited to, sending or storing any unlawful material or for fraudulent purposes.

13.8 You will notify us of any change in the information you supply to us.

13.9 You will only use the Website, account, Technology and Platform for your personal and sole use and will not resell it to a third party.

13.10 You will not authorize others to use your account.

13.11 You will not assign or otherwise transfer your account to any other person or legal entity; You will not use an account that is subject to any rights of a person other than you without appropriate authorization.

13.12 You will not use the Website, account, SERSH token(s), Technology or Platform to cause nuisance, annoyance, or inconvenience.

13.13 You will not impair the proper operation of the Business of the Seller.

13.14 You will not try to harm the Business of the Seller or the SERSH tokens, in any way whatsoever.

13.15 You will keep secure and confidential your account password or any identification we provide you which allows access to any of the account or SERSH token(s). You will only use an access point or other data account which you are authorised to use.

13.16 You hereby note you are solely responsible for your own tax liability, if any, in relation to the SERSH token(s) which may adversely affect you including but not limited to withholding taxes, income tax, CGT or other applicable taxes. 

13.17 You hereby note that you have sole responsibility for the acquisition, appreciation or depreciation of the value of the SERSH token(s).

13.18 You will hold a suitable online or offline wallet or storage mechanism to support the SERSH token(s).

  1. LIMITATION OF LIABILITY

14.1. To the maximum extent permitted by law and any regulatory provisions to which We are subject to, You acknowledge and agree that the entire risk arising out of Your participation in and purchasing of the SERSH tokens is entirely Yours and remains with You at all times, before, during and after such risk may apply.

14.2. Neither We nor any other party involved in the creation, production, or delivery of the SERSH tokens will be liable, in any way, for any incidental, special, exemplary, legal (reasonable costs) or consequential losses or damages, this to include but not exclusively, loss of profits, loss of data (excluding personal data, which specific policies are stated in our privacy policy), loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages whatsoever of a personal nature, including bodily injury, emotional distress arising out of or in connection with these SERSH tokens whether or not they are based on warranty, contract, tort, this to include negligence, product liability or any other such thing, whether or not We have been informed of such matters and the possibility of any such damages or alike, this also, even if a limited remedy set forth and contained in these Terms and Conditions has failed or could fail, because of essential purpose.

14.3. Our aggregate liability for any circumstance or event arising out of or in connection with these Terms and Conditions will be limited to, and will in no event exceed, the amount You have paid to purchase the SERSH tokens during the Token Sale. The limitations of damages set forth in this Clause is a fundamental element of the basis of the bargain between Us and You.

14.4. The Buyer should always ensure the security of any password, account number issued, or any other type of secret code.

14.5. The Buyer must not share his password, account number and secret codes with any other person.

14.6. The Seller will not be liable, under any circumstances, for any loss or damage incurred by the Buyer in respect of any breach of security in respect of his password, account number and secret codes.

14.7. If the Buyer suspects or knows of any breach of security of his password, account number or secret codes he or she must report it to the Seller immediately.

  1. CHANGES TO THIS AGREEMENT

15.1. These Terms and Conditions may be revised or updated from time to time. Accordingly, you should check the Terms and Conditions for updates. You can determine when the Terms and Conditions were last revised by referring to the “Last Revised” legend at the top of this document.

15.2. Each time you access our Website, or upon the purchase of any SERSH tokens, You signify Your acceptance of the then-current Terms and Conditions.

15.3. The Buyer expressly acknowledges that any changes in these Terms and Conditions take effect upon posting on the Website and apply to all Buyers participating in the ICO and purchasing or having purchased any SERSH tokens.

15.4. We may make changes to the Website or the Terms and Conditions of the Token Sale at any time.

15.5. You understand and agree that We may discontinue or restrict Your use of our Website at any time for any reason or no reason with or without notice and without reference to You and there is no right of appeal.

15.6. It is Your responsibility to collaborate with Us whilst we ensure that Your personal data held on this Site is always up to date.

  1. INDEMNIFICATION

You agree to release, indemnify, and hold Us and Our contractors, sub-contractor, affiliates and subsidiaries and agents and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Your violation of any of these Terms and Conditions.

  1. DISCLAIMERS

17.1. If you choose to purchase SERSH tokens, You do so entirely at your own risk and, to the fullest extent permitted by applicable law, subject to the terms contained in this clause 17.

17.2. You acknowledge and agree that we do not have any obligations, whatsoever, or under any circumstances, to conduct any checks not required by applicable law, including but not limited to, background checks, on any Buyer.

17.3. We will only make such checks as are required by law or in our opinion reasonably necessary in order to offer the SERSH tokens in the Token Sale.

17.4. You hereby acknowledge and agree that the SERSH tokens and Token Sale as well as the Website are made available ‘as is’ and ‘as available’, with no warranties of any kind whatsoever and that, without prejudice to the generality of the foregoing, we make no warranty regarding, and shall have no responsibility for, the accuracy, availability, reliability, security, fitness for purpose or performance of the same.

17.5 We make no warranty that the Token Sale, including but not restricted to, any information provided via any communication will meet Your requirements or will be available or made available in an uninterrupted, secure or error-free basis.

17.6. We make no warranty in respect of the quality of any content, truthfulness, completeness or reliability of any content obtained through the Website.

17.7. No advice or information, whether either oral or in writing, obtained from Us or Our Website will create any warranty expressly or otherwise, herein.

17.8. We disclaim any liability for interruption, delay or errors in use and is not liable for any loss whatsoever whether direct, indirect or consequential loss. The Seller shall not be liable and disclaim any liability in case of staggered delivery of the Tokens, notably but not limited to the listing of the Tokens, which the Buyer expressly acknowledges.

17.9. The Seller does not guarantee, warrant or represent that any item downloaded from the Internet on this Website is free from viruses. You are explicitly responsible for implementing appropriate procedures, anti-virus protection and software to protect yourself and your data. In this regard, The Seller is not liable for any damage caused to your equipment due to the use of the Website or through material posted on or linked to any Website. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us Your use is entirely at your own risk. 

17.10. The Seller bears no responsibility for the success or otherwise of the SERSH token(s), You hereby acknowledge that the SERSH token is in development stage and therefore the Seller cannot provide any warranty whatsoever in relation to the success or otherwise of the Token. The SERSH tokens may have no value and you as Purchaser may lose all amounts paid. The Purchaser agrees, understands and assumes all risks in relation to purchase price.

17.11. Third-Party Links. The Website may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Website, you do so at your own risk, and you understand that these Terms do not apply to your use of such sites. You expressly relieve us from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Website, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

17.12. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards are processed in a timely manner but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

17.13. The regulatory status of the SERSH token(s), remains unclear or unsettled in many jurisdictions. Indeed some jurisdictions may implement legislation that will affect the SERSH token(s), the Seller accepts no liability in relation to regulatory action that may be taken or which may affect the Seller in the future. Furthermore the Seller may cease operations in a jurisdiction which takes regulatory action, changes laws adversely or makes it commercially undesirable to trade in such jurisdiction.

17.14. The Buyer acknowledges and agrees that the purchase of SERSH tokens does not give the Buyer any rights in the form of equity or debt interest in the Seller and/or its affiliates. The Buyers rights are strictly limited to those set out under these Terms and Conditions.

17.15. The Buyer acknowledges and agrees that in purchasing these SERSH tokens, the Buyer is subject to and bound by these Terms and Conditions, as may be amended from time to time.

17.16. The Buyer acknowledges and agrees that to the fullest extent permitted under applicable law, nothing in these Terms and Conditions represents or warrants any form of performance of the purchased SERSH tokens. They are strictly for the use described in these Terms and Conditions.

17.17. The Buyer acknowledges and agrees that the Buyer may only access the Website using authorized means. The Seller is not liable if you do not have a computer, operating system, browser, or any other software or hardware with which the Technology is not compatible. The Seller reserves the right to terminate your use thereof should you use or attempt to use an incompatible or unauthorized device.

17.18. You must immediately notify us of any known or suspected unauthorized use of your account or any known or suspected breach of security, including, but not limited to loss, theft, or unauthorized disclosure of your password. YOU ARE RESPONSIBLE FOR ALL ACTIVITY IN YOUR ACCOUNT. Any fraudulent, misleading, abusive, or illegal activity may be grounds for termination of your account at our sole discretion and we may refer you to appropriate law enforcement agencies in this Jurisdiction or any other appropriate jurisdiction.

The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application disclosed by the Seller, including through a registration or subscription process, or other means. In the event of a conflict between the Terms of Use and any additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application shall take precedence.

  1. PROVISIONS

18.1. Any reference to statute, enactment, order or regulation or other similar instrument made in this Agreement, shall be construed as a reference or instrument as it is force for the time being taking into account any amendment, extension, application, consolidation or re-enactment and includes all and any subordinate legislations for the time being in-force.

18.2. In the event that one or more of these Terms and Conditions or any part thereof being or becoming invalid, illegal or unenforceable in any respect, it shall to the extent of such invalidity, illegality or unenforceability be deemed to be severed and removed and all remaining terms shall remain in full force and effect.

18.3. This Agreement constitutes the entire Agreement (this to include any other provisions referred within this Agreement) and supersedes any and all previous agreements.

  1. GENERAL TERMS

19.1. Unless You tell us otherwise, or the law requires otherwise, You agree to receive all communications from us by e-mail or by our posting notices to your account. You agree that you are able to print the communications for your records. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may choose to get legal notices in paper form through the mail if you tell us you do not want legal notices sent electronically. If you choose to paper form, legal notices will be sent to you in paper form by postal mail or as otherwise permitted or required by law. All other communications not required by law to be in paper form will be sent electronically. To tell us you do not want legal notices sent electronically, and for any other notices under this Agreement, send the notice in writing and by certified and registered mail to SERSH LABS CORP, Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands. 

Other than set out above, any notice shall be in writing addressed to the other Party at its registered office or principal place or business or other such address as may, from time to time have been notified for this particular purpose. Notice shall be deemed to have been received:

  • if sent by prepaid first-class post, three (3) days (excluding any non-working day) after posting, this not to include the day of posting;
  • if delivered by hand and given into the hand of a responsible person who signs for receipt; or
  • if sent by email, delivery is deemed at the time an express non-automated acknowledgement is received from the intended recipient. 

19.2. The e-mail address you provide during the registration process will be the e-mail address we will use for all SERSH tokens related communications to you. We may also send you messages directly via your account. It is your responsibility to monitor these messages and respond in an appropriate manner. You represent and warrant that any information you enter is correct and applies only to you and that you will keep your e-mail address and other information about you in your account up-to-date.

19.3. Force Majeure; the Seller shall not bear any liability for any failure or delay in the performance of its obligations under this Agreement if such delay or failure to perform is due to any Force Majeure, for the purpose of this Agreement, Force Majeure shall be defined as any act, omissions, cause or circumstance beyond the reasonable control of the Seller, this to include without any limitations: acts of god, war, national emergency, protests or rebellion, civil commotion, riots or strikes and any form of industrial dispute (whether or not involving either party’s work force), earthquake, flood, drought, epidemic, fire, explosion, act of terrorism, or any other act ordered by any government, council or constituted body.

19.4. Any waiver of any breach of this Agreement by the Seller, or any default, under any provision of the Agreement by the Buyer shall only be valid if agreed in writing. Any further or subsequent breach or default by the Buyer whether similar or otherwise shall in no way affect this Agreement. Similarly, any failure or delay, by either Party to this Agreement, to insist upon strict performance of any of the provisions of the Agreement shall not be construed as a waiver of any of its rights, under this Agreement.

19.5. These Terms and Conditions contains all of the terms which the Parties have agreed to in relation to the use of the Platform, Website and purchase of SERSH tokens and the Terms and Conditions supersede any prior written or oral content, agreement, representations or undertakings between the Parties or made by third parties. It is acknowledged by the Purchaser that they have not acted, relied on or been induced to enter into the purchase of SERSH tokens by reason of any representations made by or on behalf of the Seller.

20. ASSIGN

The Seller reserves the right to assign our rights and duties under these Terms and Conditions to any person at any time without notice to you, nor will we contact you or seek your approval on any such assignment.

21. VAT 

No VAT will be charged by the Seller for the sale of the SERSH tokens.

22. LAW AND JURISDICTION

21.1. THESE TERMS AND CONDITIONS SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE BRITISH VIRGIN ISLANDS.  

21.2. IN CASE OF DISPUTE AS TO THE INTERPRETATION OR EXECUTION OF THE TERMS AND CONDITIONS, THE PARTIES WILL MAKE EVERY EFFORT TO FIND AN AMICABLE SOLUTION. IN THE ABSENCE OF AN AMICABLE RESOLUTION, THE COURTS OF THE BRITISH VIRGIN ISLANDS HAVE SOLE COMPETENCE TO HEAR DISPUTES ARISING FROM THE APPLICATION OF THESE TERMS AND CONDITIONS. 

21.4. These Terms and Conditions may be translated by the Seller or third parties into other languages. The English version will prevail in case of differences arising in translation.

23. CONTACT US

With questions, e-mail contact@serenityshield.io