License Purchase Agreement

IMPORTANT INFORMATION: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.

This License Purchase Agreement (this “Agreement”) contains the terms and conditions that govern the use of the distribution smart contract (the “Distribution Contract”), the network software license (the "License"), the iSAGE closed user network, platform and system (the “System”) and purchase of the iSAGE closed user network license (the “Licenses”) and is an agreement between you or the entity that you represent (the “Buyer”) and iSAGE WORLD (together with its affiliates, contractors, agents, “iSAGE”). The Buyer and iSAGE are herein referred to individually as a “Party” and collectively, as the “Parties”.

NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, iSAGE and the Buyer agree as follows:

The Buyer acknowledges, understands and agrees:
            • Binding Agreement: The Buyer understands and agrees that the Buyer is subject to and bound by this Agreement by virtue of the Buyer’s purchase of Licenses.
            • Licenses have no rights, uses or attributes outside of use with iSAGE’s distributed ledger transaction processing technology within the System.
            • Purchases of Licenses are non-refundable and cannot be cancelled. The Buyer understands and agrees that the Buyer may lose all amounts paid for Licenses.
            • Licenses may have no value outside of the License to use the Network as set forth in the License Agreement incorporated by reference into each License as the “License Agreement”.
            • iSAGE reserves the right to refuse or cancel any Licenses purchase requests at any time in its sole discretion.
            • iSAGE reserves the right to distribute more Licenses to earlier purchasers than the Buyer for the same amount paid in its sole discretion.
            • The risks to the Buyer are set forth in Section 7. The Buyer agrees and acknowledges that the Buyer has carefully read all the risks associated with purchasing Licenses.
            • This Agreement includes pre-dispute resolution in in Section 9.1 and requires arbitration in Section 9.2.

1.0 ACCEPTANCE OF AGREEMENT AND PURCHASE OF LICENSES

1.1 Introduction.
This Agreement shall be effective and binding on the Parties when the Buyer:
(a) clicks the “Start” button on the official http://www.iSAGE.io website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement and/or
(b) upon iSAGE’s receipt of payment from the Buyer.
The Buyer agrees to be bound on this basis, and confirms that the Buyer has read in full and understands this Agreement and the terms on which the Buyer is bound.

1.2 Website Terms of Use.
iSAGE has established Terms of Use, as may be amended from time to time, for the Website, which are hereby incorporated by reference. The Buyer has read, understands and agrees to those terms.

1.3 White Paper.
iSAGE has prepared a white paper and other materials concerning the iSAGE System and the sale of Licenses (the "White Paper"), which are available at the Website. The iSAGE White Paper, as it may be amended from time to time at iSAGE’s sole discretion, is hereby incorporated by reference. The Buyer has read and understands the White Paper and its contents.

1.4 Licenses:
a) Purpose. The Licenses do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Network and the license granted therein. Although Licenses may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity, or any other kind of financial instrument. The Licenses are a network utility. b) Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the Licenses will be utilised by iSAGE in its sole discretion, as described in the White Paper or elsewhere.

2.0 Licenses DISTRIBUTION

2.1 Allocation and Distribution of Licenses.
iSAGE intends to allocate and distribute Licenses (the “License Distribution”) in accordance with the White Paper, including without limitation, that the distribution will take place over several days with earlier buyers receiving more Licenses for the same amount paid. iSAGE will provide specific procedures on how the Buyer may seek to purchase Licenses through the Website. By purchasing Licenses, the Buyer acknowledges and understands and has no objection to such procedures and specifications. Failure to use the Website and follow such procedures may result in the Buyer not receiving any Licenses. Any buyer of Licenses may lose some or all of the amounts paid for Licenses. The access or use of the Distribution Contract and/or the receipt or purchase of Licenses through any other means are not sanctioned or agreed to in any way by iSAGE. The Buyer should take great care that the Website used to purchase Licenses has the following universal resource locator (URL): http://www.iSAGE.world

2.2 Allocation and Sale of Licenses to iSAGE Parties.
The Buyer understands and consents to the participation of iSAGE’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of Licenses, including people who may work on the development and implementation of the Project or who may work for businesses that iSAGE may establish with a portion of the proceeds from the License Distribution.

2.3 No Representations and Warranties.
The Licenses will be distributed to Buyers thereof pursuant to the Distribution Contract. iSAGE makes no representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the Distribution Contract or the Licenses or their utility, or the ability of anyone to purchase or use the Licenses. Without limiting the foregoing, Company does not represent or warrant that the process of purchasing and/or receiving the Licenses will be uninterrupted or error-free or that the Licenses are reliable and error- free. As a result, the Buyer acknowledges and understands that the Buyer may never receive Licenses and may lose the entire amount the Buyer paid to iSAGE. The Buyer shall provide an accurate digital wallet address to iSAGE for receipt of any Licenses distributed to the Buyer pursuant to the Distribution Agreement.

2.4 Not an Offering of Securities, Commodities, or Swaps.
The sale of Licenses and the Licenses themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind. Purchases and sales of Licenses are not subject to the protections of any laws governing those types of financial instruments. This Agreement and all other documents referred to in this Agreement including the White Paper 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.

2.5 Not an Investment.
The Buyer should not participate in the License Distribution or purchase Licenses for investment purposes. Licenses are not designed for investment purposes and should not be considered as a type of investment. The Buyer acknowledges, understands and agrees that the Licenses are a license to use the Project and iSAGE does not make any guarantee, representation or warranty that:
(a) the Project will remain in the same or similar form as described in the White Paper; and
(b) the License will have the same or similar use and function for purposes of the Project as described in the White Paper. The license is governed by the terms of the License Agreement.

2.6 Not for Speculation.
The Buyer acknowledges and agrees that the Buyer is not purchasing Licenses for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes, but rather as a license for the use of the Project.

3.0 NO OTHER RIGHTS CREATED

3.1 No Claim, Loan or Ownership Interest.
The purchase of Licenses:
(a) does not provide the Buyer with rights of any form with respect to iSAGE or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
(b) is not a loan to iSAGE; and
(c) does not provide the Buyer with any ownership or other interest in iSAGE.

3.2 Intellectual Property.
iSAGE retains all right, title and interest in all of iSAGES’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Buyer may not use any of iSAGES’s intellectual property for any reason without iSAGES’s prior written consent, except as otherwise provided under this License Agreement.

4.0 SECURITY AND DATA; TAXES

4.1 Security and Data Privacy.
a) The Buyer’s Security. Buyer will implement reasonable and appropriate measures designed to secure access to:
(i) any device associated with the Buyer and utilised in connection with the Buyer’s purchase of Licenses;
(ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords or other login or identifying credentials. In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide the Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s Tokens and/or access to Buyer’s account. Company is under no obligation to recover any Tokens and Buyer acknowledges, understands and agrees that all purchases of Tokens are non-refundable and Buyer will not receive money or other compensation for any Tokens purchased.
b) Additional Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Buyer acknowledges that Company may refuse to distribute Tokens to Buyer until such requested information is provided.

4.2 Taxes.
Buyer acknowledges, understands and agrees that:
(a) the purchase and receipt of Tokens may have tax consequences for Buyer;
(b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.

5.0 REPRESENTATIONS AND WARRANTIES OF BUYER

By buying Tokens, the Buyer represents and warrants to iSAGE that:

5.1 Authority.
The Buyer has all requisite power and authority to execute and deliver this Agreement, to use the Distribution Contract and purchase Tokens, and to carry out and perform its obligations under this Agreement.
(a) If an individual, the Buyer is at least 18 years old and of sufficient legal age and capacity to purchase Tokens.
(b) If a legal person, the Buyer is duly organised, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.

5.2 No Conflict.
The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
(a) any provision of Buyer’s organisational documents, if applicable;
(b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject;
(c) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or
(d) any laws, regulations or rules applicable to Buyer.

5.3 No Consents or Approvals.
The execution and delivery of, and performance under, this Agreement require no approval or other action from any governmental authority or person other than Buyer.

5.4 Buyer Status.
The Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event. If Buyer is a legal entity, Buyer makes the same representations with respect to its directors (or equivalent) and senior executive officers, and its affiliates and their respective directors (or equivalent) and senior executive officers.

5.5 Buyer Knowledge and Risks of Project.
The Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of Tokens, including but not limited to, the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of Tokens, and liability to Company and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or wilful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase Tokens.

5.6 Funds; Payments.
(i) Funds. The funds, including any fiat, virtual currency or cryptocurrency, the Buyer uses to purchase Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.
(ii) Payments. All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.

5.7 Miscellaneous Regulatory Compliance.
(a) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer complies with all anti-money laundering and counter- terrorism financing requirements.
(b) Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in the Buyer or Tokens being acquired by the Buyer, or any person for whom Buyer is acting as agent or nominee in connection with Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organised or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

6.0 DISCLAIMERS

6.1 Buyer Acknowledgement.
The Buyer expressly acknowledges, understands and agrees that Buyer is using the Distribution Contract and purchasing Tokens at the Buyer’s sole risk and that the Distribution Contract and Tokens are each provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis without representations, warranties, promises or guarantees whatsoever of any kind by Company and Buyer shall rely on its own examination and investigation thereof.

6.2 No Representation or Warranty.
Except as otherwise provided in the license agreement,
(a) iSAGE does not make and expressly disclaims all representations and warranties, express, implied or statutory; and
(b) with respect to the distribution contract and the tokens, iSAGE specifically does not represent or warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suit- ability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.

7.0 RISKS

Tokens may have no value, except as otherwise provided in the license agreement. buyer may lose all amounts paid. The Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the Tokens (including those not discussed herein), all of which could render the Tokens worthless or of little value:

7.1 No Rights, Functionality or Features.
Tokens have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Project or as otherwise provided pursuant to the License Agreement.

7.2 Platform.
Buyer understands and agrees that Tokens are designed only to be utilised with the Project and pursuant to the License Agreement.

7.3 Purchase Price Risk.
The distribution of Tokens will occur at the end of the Token Distribution. There are no guarantees as to the price of Tokens purchased by the Buyer. Company reserves the right to change the duration of the Token Distribution for any reason, including, without limitation, bugs in the Distribution Contract or the unavailability of the Website or other unforeseen procedural or security issues.

7.4 Blockchain Delay Risk.
On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times. For example, ETH contributed to the Distribution Contract in the final seconds of a distribution period may not get included for that period. Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and Buyer may not receive Tokens the same day Buyer sends ETH.

7.5 Ethereum Blockchain.
The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Buyer acknowledges and understands that Ethereum block producers may not include Buyer’s transaction when Buyer wants or Buyer’s transaction may not be included at all.

7.6 Ability to Transact or Resell.
Buyer may be unable to sell or otherwise transact in Tokens at any time, except for use with the Project pursuant to the terms of the License Agreement. By using the Distribution Contract or by purchasing Tokens, Buyer acknowledges, understands and agrees that: (a) Tokens have no value away from the Project; (b) there is no guarantee or representation of liquidity for the Tokens; and (c) Company is not and shall not be responsible for or liable for the market value of Tokens, the transferability and/or liquidity of Tokens and/or the availability of any market for Tokens through third parties or otherwise.

7.7 Token Security.
Tokens may be subject to expropriation and/or theft. Hackers or other malicious groups or organisations may attempt to interfere with the Distribution Contract or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software and Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses that may negatively affect the Tokens or result in the loss of Buyer’s Tokens, the loss of Buyer’s ability to access or control Buyer’s Tokens or the loss of ETH in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of Tokens are not guaranteed any remedy, refund or compensation.

7.8 Access to Private Keys.
Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing Tokens will result in loss of such Tokens, access to Buyer’s Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s Tokens. Company is not responsible for any such losses.

7.9 New Technology.
The Project and its usage are subject to the terms of the License Agreement and might not be capable of implementation or adoption. Technology is changing rapidly, so the Tokens and the Project may become outdated.

7.10 Reliance on Third-Parties.
The Project will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Project.

7.11 Failure to Map a Public Key to Buyer’s Account.
Failure of Buyer to map a public key to Buyer’s account may result in third parties being unable to recognise Buyer’s Token balance on the Ethereum blockchain.

7.12 Exchange & Counterparty Risks.
If Buyer sends ETH to the Distribution Contract from an exchange or an account that Buyer does not control, pursuant to the Distribution Contract, Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s Tokens. Furthermore, if Buyer chooses to maintain or hold Tokens through a cryptocurrency exchange or other third party, Buyer’s Tokens may be stolen or lost. By using the Distribution Contract and/or by purchasing Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the Distribution Contract through an exchange account and/or holds Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.

7.13 Changes to the Project.
The Project may undergo significant changes over time. Although Company intends for the Project to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for any number of reasons, any of which may mean that the Project does not meet Buyer’s expectations.

7.14 Lack of Interest.
The ongoing success of the Project relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or use of the Project.

7.15 Uncertain Regulatory Framework.
The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact Tokens in various ways, including, for example, through a determination that Tokens are regulated financial instruments that require registration. Company may cease the distribution of Tokens, the licensing of the Project or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

7.16 Risk of Government Action.
The industry in which Company operates is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company and/or pursue enforcement actions against Company. Such governmental activities may or may not be the result of targeting Company in particular. All of this may subject Company to judgments, settlements, fines or penalties, or cause Company to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens and/or the licensing of the Project.

8.0 LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Limitation of Liability.
To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Company. Company shall not be liable to Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary (including damages for lost profits, goodwill, use or data), even if and notwithstanding the extent to which Company has been advised of the possibility of such damages. Buyer agrees not to seek any refund, compensation or reimbursement from Company, regardless of the reason, and regardless of whether the reason is identified in this Agreement.

8.2 Damages.
In no circumstances will the aggregate joint liability of Company, whether in contract, warrant, tort or other theory, for damages of any kind under this Agreement exceed the amount received by Company from Buyer.

8.3 Force Majeure.
Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

8.4 Release.
To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, and/or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.

8.5 Indemnification.
(a) To the fullest extent permitted by applicable law, and except as otherwise provided in the License Agreement, Buyer will indemnify, defend and hold harmless and reimburse Company from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Company arising from or relating to:
            (i) Buyer’s purchase or use of Tokens;
            (ii) Buyer’s responsibilities or obligations under this Agreement;
            (iii) Buyer’s breach of or violation of this Agreement;
            (iv) any inaccuracy in any representation or warranty of Buyer;
            (v) Buyer’s violation of any rights of any other person or entity; and/or
            (vi) any act or omission of Buyer that is negligent, unlawful or constitutes wilful misconduct.
(b) Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company, including those provided under the License Agreement.

9.0 DISPUTE RESOLUTION

Section 9.1 Informal Dispute Resolution.
Except as otherwise provided under the License Agreement, Buyer and Company shall cooperate in good faith to resolve any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof (a “Dispute”). If the Parties are unable to resolve a Dispute within ninety (90) days of notice of such Dispute being received by all Parties, such Dispute shall be finally settled by Binding Arbitration as defined in Section 9.2 below.

9.2 Binding Arbitration.
Any Dispute not resolved within 90 days as set forth in Section 9.1 shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The number of arbitrators shall be one who shall be selected by Company. The seat, or legal place, of arbitration shall be the British Virgin Islands. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 10.1 herein. The arbitration award shall be final and binding on the Parties (“Binding Arbitration”). The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Company and Buyer will each pay their respective attorneys’ fees and expenses.

9.3 No Class Arbitrations, Class Actions or Representative Actions.
Any dispute arising out of or related to this Agreement is personal to Buyer and Company 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.

10.0 MISCELLANEOUS

10.1 Governing Law and Venue.
This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the British Virgin Islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

10.2 Assignment.
Buyer shall not assign this Agreement without the prior written consent of Company. Any assignment or transfer in violation of this Section will be void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, 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.

10.3 Entire Agreement.
This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, be- tween the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Company about the Tokens or the Project.

10.4 Severability.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

10.5 Modification of Agreement.
Company may modify this Agreement at any time by posting a revised version on the Website, available at http://www.iSAGE.io. The modified terms will become effective upon posting. It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement. This Agreement was last modified on the date listed at the beginning of this Agreement.

10.6 Termination of Agreement; Survival.
a) In the event that Buyer has made payment in full and Company determines, in its sole discretion, that this Agreement constitutes a security or other form of financial instrument subject to regulation by any Governmental Authority, Company may immediately terminate this Agreement. Upon such termination, (a) Buyer will not receive any Tokens, and (b) Company shall reimburse Buyer an amount equal to 95% of the Purchase Price.
b) Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon any such termination, Buyer shall not be entitled to receive any Tokens and Company shall refund to Buyer 75% of the Purchase Price, provided that the funds are not subject to Sanctions. Buyer shall not be entitled to any other recourse.
c) This Agreement shall otherwise terminate upon the completion of all sales in the Token Distribution; however the License Agreement shall continue to apply to any use of the Tokens with the Project.
d) Upon termination of this Agreement:
            (i) all of Buyer’s rights under this Agreement immediately terminate;
            (ii) Buyer is not entitled to a refund of any amount paid; and
            (iii) Articles 3, 4, 6, 7, 8, 9, and 10 will continue to apply in accordance with their terms.

10.7 No Waivers.
The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.

10.8 No Partnership; No Agency; No Third Party Beneficiaries.
Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties. Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose. No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party. This Agreement does not create any third party beneficiary rights in any person.

10.9 Electronic Communications.
Buyer agrees and acknowledges that all agreements, notices, disclosures and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to the Buyer’s purchase of Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.

[Last updated: 1 September 2022]