SONOCOIN PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your purchase of certain SonoCoins is an agreement between 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, Company and Buyer agree as follows:

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

Buyer acknowledges, understands and agrees:

  • • SONOCOINS HAVE NO RIGHTS, USES OR ATTRIBUTES OUTSIDE OF THE SONOCOIN PROJECT (the “Project”).]
  • • PURCHASE OF SONOCOINS ARE NON-REFUNDABLE AND CANNOT BE CANCELLED.
  • • BUYER MAY LOSE ALL AMOUNTS PAID.
  • • SONOCOINS MAY HAVE NO VALUE IN THE FUTURE.
  • • COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL SONOCOIN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
  • • PEOPLE WHO PURCHASE EARLIER THAN YOU MAY RECEIVE MORE SONOCOINS FOR THE AMOUNT PAID.
  • • PLEASE READ CAREFULLY AND IN THEIR ENTIRETY THE RISKS SET FORTH IN SECTION 7.
  • • THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 9.1 AND REQUIRES ARBITRATION IN SECTION 9.2.

ARTICLE ONE
ACCEPTANCE OF AGREEMENT AND PURCHASE OF SONOCOINS

Section 1.1 Effective Time. This Agreement shall be effective and binding on the Parties when Buyer: (a) clicks the check box on the official www.sonocoin.money website (the “Website”) to indicate that Buyer has read, understands and agrees to the terms of this Agreement; or (b) upon Company’s receipt of payment from Buyer (such time, the “Effective Date”).

Section 1.2 Website Terms of Use. The terms of use located on the Website, available at www.sono.money (as may be amended from time to time, the “Terms of Use”), are hereby incorporated by reference.

Section 1.3 White Paper. The white paper and other materials concerning Project and the sale of SonoCoins, available at www.sono.money (as may be amended from time to time, the “White Paper”) are hereby incorporated by reference.

ARTICLE TWO
SONOCOIN DISTRIBUTION

Section 2.1 Allocation and Distribution of SonoCoins.

(a) Company Obligations. Company shall allocate and distribute SonoCoins (the “SonoCoin Distribution”) to buyers thereof in a manner consistent with the White Paper. Company shall, from time to time, provide on the Website procedures and other instructions for purchasing SonoCoins.

(b) Buyer Obligations. Buyer shall follow the procedures set forth by Company on the Website for purchasing SonoCoins. As a condition precedent to any sale by Company of any SonoCoins, Buyer shall provide an accurate email address to Company.

Section 2.2 Allocation and Sale of SonoCoins to Company Parties. Buyer consents to the participation of Company’s past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors and service providers in the purchase of SonoCoins, including people who may work on the development and implementation of the Project or who may work for Company’s future businesses that Company may establish with a portion of the proceeds from the SonoCoin Distribution (such parties, “Company Parties”).

Section 2.3 Sources and Uses of Funds.

(a) Use of Funds. Buyer shall not use the SonoCoins to finance, engage in, or otherwise support any unlawful activities.

(b) Payments. All payments by Buyer under this Agreement shall 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.

(c) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer shall comply with all anti-money laundering and counter-terrorism financing requirements.

Section 2.4 Transfers

(a) Transfer Fees. Buyer agrees that any transfer of SonoCoins may be subject to transfer fees imposed by Company.

(b) Transfer Restrictions. Buyer agrees that Company may place limitations on the transferability of the SonoCoins.

ARTICLE THREE
NO OTHER RIGHTS CREATED

Section 3.1 No Claim, Loan or Ownership Interest. The purchase of SonoCoins: (i) shall not provide Buyer with rights of any form with respect to Company 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; (ii) shall not be deemed to be a loan to Company; and (iii) shall not provide Buyer with any ownership or other interest in Company.

Section 3.2 Intellectual Property. Company shall retain all right, title and interest in all of Company’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. Buyer shall not use any of Company’s intellectual property for any reason without Company’s prior written consent.

ARTICLE FOUR
SECURITY AND DATA; TAXES AND FEES

Section 4.1 Security and Data Privacy.

(a) Buyer’s Security. Buyer shall implement reasonable and appropriate measures designed to secure access to: (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of SonoCoins; (ii) private keys to Buyer’s 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 Buyer’s login or identifying credentials, Buyer acknowledges and understands that it may lose all of its SonoCoins or access to its account. In such event, Company shall be under no obligation to recover any SonoCoins and Buyer acknowledges, understands and agrees that all purchases of SonoCoins are non-refundable and Buyer shall not receive money or other compensation for any SonoCoins purchased.

(b) Additional Information. Upon Company’s request, Buyer shall 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, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Buyer hereby consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Company may, in its sole discretion, refuse to distribute SonoCoins to Buyer until such requested information is provided.

Section 4.2 Taxes. Buyer shall be solely responsible for compliance with any tax obligations arising from the purchase or receipt of SonoCoins. Company shall bear no liability or responsibility with respect to any tax obligation of Buyer in respect of the purchase and receipt of any SonoCoins.

ARTICLE FIVE
REPRESENTATIONS AND WARRANTIES

Section 5.1 Buyer Representations and Warranties. Buyer represents and warrants to Company that as of the Effective Date:

(a) Authority. Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase SonoCoins, and to carry out and perform its obligations under this Agreement.

(i) If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase SonoCoins.

(ii) If a legal person, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.

(b) 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: (i) any provision of Buyer’s organizational documents, if applicable; (ii) 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; (iii) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound; or (iv) any laws, regulations or rules applicable to Buyer.

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

(d) Buyer Status. 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.

(e) Buyer Knowledge and Risks of Project. Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptocurrencies, SonoCoins and other digital assets, smart contracts, storage mechanisms, blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of Buyer’s purchase of SonoCoins, 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 SonoCoins, and liability to the Company Parties and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Buyer has obtained sufficient information in order to make an informed decision to purchase SonoCoins.

(f) Funds; Payments. The funds, including any fiat, virtual currency or cryptocurrency, Buyer uses to purchase SonoCoins are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing.

(g) No Investment. Buyer is not participating in the SonoCoin Distribution or purchasing SonoCoins for investment purposes.

(h) No Speculation. Buyer is not purchasing SonoCoins for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale or other financial purposes.

(i) Miscellaneous Regulatory Compliance.

(j) Anti-Money Laundering; Counter-Terrorism Financing. To the extent required by applicable law, Buyer has complied with all anti-money laundering and counter-terrorism financing requirements.

(k) Sanctions Compliance. Neither Buyer, nor any person having a direct or indirect beneficial interest in Buyer or SonoCoins being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with SonoCoins, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

Section 5.2 No Company Representations or Warranties.

(a) COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY.

(b) WITH RESPECT TO THE SONOCOINS, THEIR UTILITY AND THE ABILITY OF ANYONE TO PURCHASE OR USE THE SONOCOINS, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY 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.

(c) COMPANY PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES THAT THE PROCESS OF PURCHASING OR RECEIVING THE SONOCOINS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SONOCOINS ARE RELIABLE OR ERROR-FREE.

ARTICLE SIX
BUYER ACKNOWLEDGMENTS AND CONSENTS

Section 6.1 Agreement. Buyer acknowledges and understands that Buyer has read in full and understands this Agreement and the terms and conditions to which Buyer is bound.

Section 6.2 White Paper. Buyer acknowledges and understands that it has read and understands the White Paper.

Section 6.3 Terms of Use. Buyer acknowledges and understands that it has read, understands and agrees to the Terms of Use.

Section 6.4 Procedures for Purchase. By purchasing SonoCoins, Buyer acknowledges, understands the procedures set forth on the Website for purchasing SonoCoins. Buyer acknowledges and understands that: (a) failure to use the Website and follow such procedures will result in Buyer’s failure to receive SonoCoins and (b) Buyer will lose some or all of the amounts paid for SonoCoin.

Section 6.5 Company’s Use of Proceeds. Buyer acknowledges and understands that the proceeds from the sale of the SonoCoins may be utilized by Company in its sole discretion, as described in the White Paper.

Section 6.6 Transaction Fees. Buyer acknowledges and understands that any transactions in the SonoCoins effected may subject to transaction feess which may vary from time to time.

Section 6.7 Not an Offering of Investment, Securities, Commodities, or Swaps. Buyer acknowledges and understands that: (a) the sale of SonoCoins and the SonoCoins themselves are not investments, currencies, securities, commodities, swaps on a currency, security or commodity, or a financial asset or instrument of any kind; (b) purchases and sales of SonoCoins are not subject to the protections of any laws governing those types of financial instruments; and (c) 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 currency, a security, commodity, or a swap on either a security or commodity or a financial asset or instrument of any kind.

ARTICLE SEVEN
BUYER ACKNOWLEDGEMENTS OF RISKS

SONOCOINS MAY HAVE NO VALUE. BUYER MAY LOSE ALL AMOUNTS PAID. Buyer has carefully reviewed, acknowledges, understands and assumes the following risks, as well as all other risks associated with the SonoCoins (including those not discussed herein), all of which could render the SonoCoins worthless or of little value:

Section 7.1 Basis for Purchase. Purchasing SonoCoins is at Buyer’s sole risk and that the SonoCoins 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. Buyer must rely on its own examination and investigation thereof.

Section 7.2 No Rights, Functionality or Features. SonoCoins have no rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Project.

Section 7.3 Project. SonoCoins may not be usable on the Project and do not entitle Buyer to anything with respect to the Project.

Section 7.4 Purchase Price Risk. There are no guarantees as to the price of SonoCoins purchased by Buyer and no guarantees that the price per SonoCoin determined by the market will be equal to or higher. There is the possibility that the price per SonoCoin may fall below the price paid by initial buyers of SonoCoins during the initial distribution period. Company reserves the right to change the duration of any timeframe for the distribution of SonoCoins, including, without limitation, the unavailability or non-functionality of the Website or other unforeseen procedural or security issues.

Section 7.5 Operational Error. Buyer may never receive SonoCoins and may lose the entire amount Buyer paid to Company for such SonoCoins as a result of interruptions and operational errors in the process of purchasing or receiving the SonoCoins.

Section 7.6 Ability to Transact or Resell. Buyer may be unable to sell or otherwise transact in SonoCoins at any time, or for the price Buyer paid due to (a) diminution in value of the SonoCoins; (b) lack of liquidity for the SonoCoins; or (c) Company imposing restricts on the transferability of the SonoCoins.

Section 7.7 SonoCoin Security. SonoCoins may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the the SonoCoins 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 SonoCoin Transaction Protocol rests on open source software and SonoCoins are based on open source software, there is the risk that SonoCoin Transaction Protocol may contain intentional or unintentional bugs or weaknesses which may negatively affect the SonoCoins or result in the loss of Buyer’s SonoCoins, the loss of Buyer’s ability to access or control Buyer’s SonoCoins or the loss of any other assets in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of SonoCoins are not guaranteed any remedy, refund or compensation.

Section 7.8 Access to Private Keys. SonoCoins purchased by Buyer may require a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with Buyer’s SonoCoins may result in loss of such SonoCoins, access to Buyer’s SonoCoin balance or any 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 may be able to misappropriate Buyer’s SonoCoins. Company is not responsible for any such losses.

Section 7.9 New Technology. The Project and all of the matters set forth in the White Paper are new and untested. The Project might not be capable of completion, implementation or adoption. Even if the Project is completed, implemented and adopted, it might not function as intended, and any SonoCoins associated with a blockchain adopting the Project may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the SonoCoins and the Project may become outdated.

Section 7.10 Tax Consequences. The purchase and receipt of SonoCoins may have tax consequences for Buyer. Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations.

Section 7.11 Reliance on Third-Parties. Even if completed, the Project may 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.

Section 7.12 Exchange & Counterparty Risks. If Buyer chooses to maintain or hold SonoCoins through a third party, Buyer’s SonoCoins may be stolen or lost. In addition, third parties may not recognize Buyer’s claim to any derivative SonoCoins if and when launched by third parties according to the distribution rules set in the Project. Buyer holds SonoCoins through a third party at Buyer’s own and sole risk.

Section 7.13 Changes to the Project. The Project is still under development and 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. As a result: (a) the Project may never be completed; (b) the Project may not be completed as initially proposed by Company, and in a different or modified form; (c) a blockchain utilizing or adopting features of the Project may ever be launched; and (d) a blockchain may never be launched with or without changes to the Project.

Section 7.14 Project Completion. The development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

Section 7.15 Lack of Interest. Even if the Project is finished, launched and adopted, 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 participation in the Project.

Section 7.16 Uncertain Regulatory Framework. The regulatory status of cryptocurrencies, SonoCoins, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities may regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations or rules that may affect cryptocurrencies, SonoCoins, digital assets, blockchain technology and its applications. Such changes could negatively impact SonoCoins in various ways, including, for example, through a determination that SonoCoins are regulated financial instruments that require registration. Company may cease the distribution of SonoCoins, the development 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.

Section 7.17 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 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 SonoCoins or the development of the Project.

ARTICLE EIGHT
LIMITATION OF LIABILITY; INDEMNIFICATION

Section 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 a Company Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement. Company is not and shall not be responsible for or liable for the market value of SonoCoins, the transferability or liquidity of SonoCoins or the availability of any market for SonoCoins through third parties or otherwise

Section 8.2 Damages. Under no circumstances shall the aggregate joint liability of the Company Parties, whether in contract, warrant, tort or other theory, for Damages to Buyer under this Agreement exceed the amount received by Company from Buyer.

Section 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.

Section 8.4 Release. To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, 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.

Section 8.5 Indemnification.

(a) To the fullest extent permitted by applicable law, Buyer shall 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 SonoCoins; (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; or (vi) any act or omission of Buyer that is negligent, unlawful or constitutes willful 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 8.5. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.

ARTICLE NINE
DISPUTE RESOLUTION

Section 9.1 Informal Dispute Resolution. 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.

Section 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 Swiss 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 Geneva. 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 shall be responsible for their respective attorneys’ fees and expenses.

Section 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 shall not be brought as a class arbitration, class action or any other type of representative proceeding. There shall 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.

ARTICLE TEN
MISCELLANEOUS

Section 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 Switzerland, 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.

Section 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 10.2 shall be null and void. Company may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, shall be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

Section 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, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Company about the SonoCoins or the Project.

Section 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.

Section 10.5 Modification of Agreement. Company may modify this Agreement at any time by posting a revised version on the Website, available at www.sono.money. The modified terms shall 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.

Section 10.6 Termination of Agreement; Survival. This Agreement shall terminate upon the completion of all sales in the SonoCoin Distribution. Company reserves the right to terminate this Agreement, in its sole discretion, in the event that Buyer breaches this Agreement. Upon termination of this Agreement: (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Articles 3, 4, 6, 7, 8, 9, and 10 shall continue to apply in accordance with their terms.

Section 10.7 No Waivers. The failure by Company to exercise or enforce any right or provision of this Agreement shall 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.

Section 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 shall not create any third party beneficiary rights in any person.

Section 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 Buyer’s purchase of SonoCoins, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.