TERMS AND CONDITIONS
NOTICE TO RESIDENTS OF THE UNITED STATES AND U.S.PERSONS
THE OFFER AND SALE OF TOKENS (AS DEFINED IN THESE TERMS AND CONDITIONS OF THE UXP TOKEN SALE) HAS NOT BEEN REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE “ U.S.SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY U.S.STATES.THIS INSTRUMENT HAS BEEN ACQUIRED OUTSIDE THE UNITED STATES AND TOKENS MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF U.S.PERSONS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE U.S.SECURITIES ACT) DURING THE APPLICABLE DISTRIBUTION COMPLIANCE PERIOD WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE U.S.SECURITIES ACT.HEDGING TRANSACTIONS WITH REGARD TO THE TOKENS SHALL ALSO BE PROHIBITED UNLESS IN COMPLIANCE WITH THE U.S.SECURITIES ACT.THIS INSTRUMENT HAS NOT BEEN APPROVED FOR TRADING BY THE U.S.COMMODITY FUTURES TRADING COMMISSION UNDER THE U.S.COMMODITY EXCHANGE ACT OF 1936, AS AMENDED.
OUT OF AN ABUNDANCE OF CAUTION AND WITHOUT CHARACTERIZING THE TOKENS AS SECURITIES, THIS LEGEND HAS BEEN INCLUDED TO COMPLY WITH REGULATION S.IT SHOULD NOT OTHERWISE BE CONSTRUED AS OR RELIED UPON AS AN ACKNOWLEDGMENT BY THE COMPANY OF THE LEGAL OR REGULATORY CHARACTERIZATION OF THE TOKENS UNDER APPLICABLE LAWS.
TERMS AND CONDITIONS OF THE UXP TOKEN SALE
THE COMPANY IS NOT REGISTERED WITH OR LICENSED BY ANY FINANCIAL REGULATORY AUTHORITY.ACCORDINGLY, NOFINANCIAL REGULATORY AUTHORITY HAS PASSED UPON THE CONTENTS OF THESE TERMS OR THE MERITS OF PURCHASING TOKENS, NOR HAVE THESE TERMS BEEN FILED WITH, OR REVIEWED BY ANY OTHER FINANCIAL REGULATORY AUTHORITY.
The following Terms shall govern the sale and purchase of Tokens between the Company and you (the “ purchaser” or the “ participant”), such sale to be conducted by way of one or more Sale to be conducted by the Company.Please read the Terms set out herein carefully.If you are a Disqualified Person, please note that you are not eligible and you are not to participate in the Sale.
Each of you and the Company shall hereinafter be referred to as a “ Party,” and collectively, you and the Company shall hereinafter be referred to as the “ Parties.”
YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S).IF YOU DO NOT AGREE TO THESE TERMS OR THE TERMS OF AN SALE ANNOUNCEMENT, PLEASE DO NOT PARTICIPATE IN THE SALE.
THE TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT, CAPITAL MARKETS PRODUCT OR INVESTMENT PRODUCT IN ANY JURISDICTION.THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT, CAPITAL MARKETS PRODUCT OR INVESTMENT PRODUCT, OR A SOLICITATION FOR ANY FORM OF REGULATED INVESTMENT, CAPITAL MARKETS PRODUCT OR INVESTMENT PRODUCT IN ANY JURISDICTION.NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS.NO SUCH ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY TO OBTAIN SUCH APPROVAL UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION.THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.
BY ACCEPTING THESE TERMS AND PARTICIPATING IN THE SALE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS (INCLUDING THE EXHIBITS HERETO) AND ANY RELATED SALE ANNOUNCEMENTS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS, THE RELATED SALE ANNOUNCEMENTS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PARTICIPATING IN THE SALE.
PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE CAREFULLY.NOTE THAT THESE TERMS CONTAINS A BINDING ARBITRATION CLAUSE AND className ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF TOKEN SALE, DO NOT PURCHASE TOKENS.
The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms.References to “ Sections” and “ Exhibit” are to be construed as references to the sections of and the Exhibits to these Terms.
By clicking “ I Agree” (or similar language) to these Terms, you accept and agree to be bound by and comply with these Terms. If you do not agree to these Terms, then you must not access the Site or participate in the Sale.
The Parties HEREBY AGREE as follows:
INTRODUCTION, SCOPE OF TERMS AND DEFINITIONS
- 1.1 Capitalized terms in these Terms shall bear the meanings as ascribed to them in Exhibit A.
- 1.2 These Terms (including the Exhibits hereto) shall govern the sale and purchase of Tokens between you and the Company to be conducted on the Website.
- 1.3 No information contained in or on, and no part of the following:
the finalized, published, and adopted version or drafts of any UXP publications or the theoretical papers available at https://uxd.fi or any other documents uploaded on the Website, the Company’s Discord channel and/or the Company’s Twitter account (@UXDProtocol) (collectively, the “Channels”) The UXP Platform whitepaper (as amended from time to time and available https://uxd.fi (collectively, the “Whitepapers”) any website or other social media channels directly or indirectly linked to the Whitepapers or the Channels; or any other information or document shall constitute a part of these Terms, and no representations, warranties, or undertakings are or are intended or purported to be given by the Company in respect of any information contained in or on, or any part of, the items as stated in this Section 1.3.
ELIGIBILITY TO PARTICIPATE IN THE SALE (DISQUALIFIED PERSONS)
- 2.1 You shall not participate in the Sale and you shall not purchase any Tokens if there are applicable legal restrictions in your country of residence or domicile or if there are otherwise restrictions or prohibitions under applicable law, regulation or rules that apply to you.It is your sole responsibility to ensure that your participation in the Sale is not prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected in any way by any applicable law, regulation, or rule that applies to you in your country of residence, domicile or otherwise.
- 2.2 You are not eligible, and you are not permitted, to participate in the Sale if:
- you are an individual who is citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;
- you are a body corporate that (i) is incorporated in, or operates out of, an Excluded Jurisdiction;
- you otherwise meet the definition of a U.S.Person (as defined in Regulation S under the U.S.Securities Act);
- you are a person who is otherwise prohibited or ineligible in any way, whether in full or in part, from participating in the Sale by applicable law, regulation, rule or otherwise; or
- such Sale or Tokens are prohibited, restricted, or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements, or rules in any jurisdiction applicable to you, at the time of your participation in the Sale, collectively, the “ Disqualified Persons”.
- 2.3 You understand and agree that these Terms and any other documentation received or accessed by you in connection with the Sale and Tokens are confidential documents that may not be shared with any other person without the consent of the Company and that any such sharing could be a violation of U.S.securities laws.
MECHANICS OF THE SALE – HOW SALE WORK
- 3.1 The Company may, in its sole and absolute discretion, sell Tokens to purchasers by way of one or more Sale.The detailed terms and parameters of each Sale shall be set forth on the Website.
- 3.2 Announcements relating to the Sale shall be posted on the Website containing terms and parameters for a specific Sale that may be reproduced from time to time on the Website, the Channels, and our Website (“ Sale Announcement”).
- 3.3 You agree and acknowledge that it is your responsibility to stay informed of the occurrence of any Sale and the details of any Sale Announcement, including any changes and amendments by the Company to such Sale Announcement.We shall not be liable if for any reason you are not made aware of the occurrence of any Sale or Sale Announcement or any changes or amendments in relation thereto.
DELIVERY OF TOKENS; RIGHTS OF TOKEN HOLDERS; TRANSFER RESTRICTION
- 4.1 You understand and expressly accept that the Tokens are “ UNDER DEVELOPMENT” and will be created and delivered to you on an “ AS IS” basis and without any express or implied representation or warranty, except as expressly provided herein.The Company and the Indemnified Parties expressly disclaim all implied warranties as to the Tokens, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.The Company and the Indemnified Parties do not represent or warrant that the Tokens will be reliable, current or error-free, or will meet your requirements, or that defects in the Tokens will be corrected.The Company and the Indemnified Parties cannot and do not represent or warrant that the delivery mechanism for the Tokens will be free of viruses or other harmful components.THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS AND RIGHTS THEREIN, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL.THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING IN THE SALE.YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING CRYPTOCURRENCIES IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.
- 4.2 No warranties are given regarding the availability, transferability, or tradability of Tokens on any cryptocurrency or other form of exchange which shall not be construed, interpreted or deemed by you as an indication of the merits of the Company, the UXP Platform, the Whitepapers, the Channels, the Sale, or the Tokens.
- 4.3 Holders of Tokens may use the Tokens to access certain functions within the UXP Platform as described in the Whitepapers and the Tokens carry no other rights, express or implied, in relation to you, to the Company, or to any other person or entity.You understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Company and its corporate affiliates, including the governance of the Company and any of its corporate affiliates, subject to limitations and conditions in these Terms.Tokens are not intended to be a digital currency, security, investment contract, or any kind of financial instrument.
- 4.4 To the extent that the Company determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws, regulations or rules in connection with the Sale under these Terms, you shall provide such information promptly upon such request in such form or manner as the Company may require, and you acknowledge and accept that the Company may refuse to accept any Bids or withhold delivery of Tokens or process a refund to you until such requested information has been provided to the satisfaction of the Company.
- 4.5 You further agree that if you decide to offer, resell, pledge or otherwise dispose of the Tokens, or any interests therein, prior to the expiration of one year from the post-Sale Settlement Date (the “ Distribution Compliance Period”), then you will do so only (a)(i) in an offshore transaction meeting the requirements of Regulation S(including Category 3 of Rule 903 thereof, if then still applicable), (ii) pursuant to another available exemption from the registration requirements of the U.S.Securities Act, or (iii) pursuant to an effective registration statement or its equivalent under the U.S.Securities Act that covers the Tokens sold under these Terms; (b) in accordance with all applicable securities laws of the state of the United States and other jurisdictions, and (c) in accordance with the other terms and conditions of these Terms.
- 4.6 You acknowledge that prior to the expiration of the Distribution Compliance Period, any transferee of the Tokens may be required to provide to the Company or its agents certifications and other documentation relating to the non-U.S.Person status of any such transferee, and you agree to so inform such transferee prior to any such proposed transfer.
- 4.7 You agree that after the Distribution Compliance Period, the Tokens may only be offered or sold whether by you or a subsequent transferee within the United States or to or for the account of a U.S.Person only pursuant to applicable securities laws.
- 4.8 You acknowledge that in the interests of enforcing the transfer restrictions set forth in this Section 5, the Company shall have the right, in its sole discretion, to employ technical means to (a) restrict the transfer of such Tokens, including by specifically rendering such Tokens incapable of being transferred on the UXP Platform to a new UXP-compatible Wallet (other than the UXP-compatible Wallet to which such Tokens were delivered under these Terms), and (b) rectify the UXP Platform’ s Token transactions and UXP-compatible Wallet addresses to properly reflect any attempted transfers on the UXP Platform, which are inconsistent with the transfer restrictions, as null and void, until the expiry of the Distribution Compliance Period.
REJECTION OF PURCHASE
- 5.1 Notwithstanding anything in these Terms to the contrary, the Company reserves the right, in its sole and absolute discretion, to abort any Sale at any time after your acceptance of these Terms and prior to the delivery of Tokens.The Company further reserves the right, in its sole and absolute discretion, to treat the Sale as being invalid, notwithstanding any delivery of Tokens which may have been effected, in the case where there is any change in any applicable law, regulation, or rule after such delivery which prohibits, restricts, curtails, hinders, impairs, or otherwise adversely affects the Sale and delivery of Tokens to you to any extent.
- 5.2 Transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you.
REPRESENTATIONS AND WARRANTIES
- 6.1 By accepting these Terms, you represent and warrant to the Company as follows:
- you acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, or any other form of regulated investment, capital markets product, or investment product in any jurisdiction;
- you are not a citizen or resident of a country the laws of which prohibit or conflict with the Sale or your participation in the Sale;
- you acknowledge and agree that these Terms do not constitute a prospectus or offering document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, or any other form of regulated investment, capital markets product or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;
- you acknowledge and agree that no Token is to be construed, interpreted, classNameified or treated as enabling, or according any opportunity to, you to participate in or receive profits, dividend, income, or other payments or returns arising from or in connection with any corporation, the Company, the Tokens, or the proceeds of the Sale, or to receive sums paid out of such profits, income, or other payments or returns;
- you acknowledge and agree that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements, or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements, or rules have been complied with;
- the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Company;
- you have read and understood all of these Terms including the Exhibits hereto and the contents of the Website, and by accepting these Terms and participating in the Sale, you agree to be legally bound by these terms;
- All payments by you will be made only in your name, from a digital wallet under your control, and 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;
- you have full power and capacity to accept these Terms and perform all your obligations hereunder and, if you are accepting these Terms on behalf of an entity:
- such entity is duly incorporated and validly existing under the laws, regulations and rules applicable to it; and
- you are duly authorized to accept these Terms and procure the performance of obligations hereunder;
- if you are a natural person, you are of sufficient age and capacity under the applicable laws, regulations and rules of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;
- you acknowledge and agree that the Tokens are not to be construed, interpreted, classNameified, or treated as:
- any kind of currency other than cryptocurrency;
- debentures, bonds, stocks, or shares issued by the Company or any other corporation;
- rights, options, or derivatives in respect of such debentures, stocks or shares;
- rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
- units in a collective investment scheme;
- units in a business trust;
- derivatives of units in a business trust; or
- any other security, className of securities, or form of investment or financial product (whether regulated or otherwise);
- you have a sufficient degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, blockchain technology, blockchain assets, digital assets, and utility tokens including the Tokens, Solana Wallets or other cryptocurrency wallets, or other related digital key storage mechanisms.
- you are fully aware of, understand, and agree to assume all the risks (including direct, indirect or ancillary risks) associated with the conduct of the Sale via the Website Address, the Company, the Tokens, your participation in the Sale and the sale and purchase of Tokens, any cryptocurrency wallet, and the UXP Platform, including but not limited to the risks set out in the Exhibit 2;
- these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and conditions set out herein and neither the exchange for, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation, or rule in any applicable jurisdiction;
- you are not a citizen or resident of any jurisdiction in which either the exchange for, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected by any applicable law, regulation or rule (including any jurisdiction that requires digital asset or virtual currency businesses to be licensed for the type of activity contemplated in these Terms, the Channels or the Whitepapers);
- You acknowledge and are aware that the disposition of Tokens may constitute engaging in a virtual currency business requiring UXP to acquire a license under any applicable law, regulation or rule.
- you (i) are not a U.S.Person as defined in Rule 902 of Regulation S under the U.S.Securities Act (a “ U.S.Person”) or are deemed not to be a U.S.person under Rule 902(k)(2) of Regulation S; (ii) are domiciled and have your principal place of business outside the United States; (iii) are not acquiring Tokens for the account or benefit of any U.S.Person; and (iv) at the time of purchasing Tokens you are not located in the United States.Regulation S currently defines U.S.Person to include, among others, a natural person resident in the United States, an entity incorporated under the laws of the U.S., an estate/trust where the executor/administrator/trustee is a U.S.Person or an non-discretionary account held for a U.S.Person, an agency or branch of a foreign entity located in the U.S., or an entity incorporated outside the U.S.but formed by a U.S.Person principally for the purposes of investing in unregistered securities under the Securities Act (unless incorporated and owned by accredited investors who are not natural persons, estates or trusts).
- You have been advised that out of an abundance of caution the Company is complying with Regulation S under the U.S.Securities Act and that you acknowledge and agree that you must treat the Tokens in the same manner and not take actions inconsistent with this treatment and that the Company is entering into these Terms in reliance on your representations, warranties and covenants set out in these Terms.
- You have been advised that the Tokens have not been registered under the U.S.Securities Act, or any state securities laws, and, therefore, cannot be resold unless registered under the U.S.Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available.This means that holders of Tokens may generally not transfer Tokens to any “ U.S.Person” (within the meaning of Regulation S) without registration or an exemption from registration under the U.S.Securities Act.You are purchasing the Token for your own account for its intended utility, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same.
- You have such knowledge and experience in financial, technological, and business matters that you are capable of evaluating merits and risks of such investment and intended utility, you are able to incur a complete loss of such investment and purchase price without impairing your financial condition, and you are able to bear the economic risk of such investment and purchase for an indefinite period of time.You further represent that you have been provided the opportunity to ask the Company questions, and where applicable, have received answers from the Company regarding the Tokens and these Terms
- You are not a “ distributor” (as defined in Regulation S) or a “ dealer” (as defined in the U.S.Securities Act).
- You have not engaged, nor are you aware of any party that has engaged, and you will not engage or cause any third party to engage, in any directed selling efforts (as defined in Regulation S) in the United States with respect to the Tokens;
- You further acknowledge, agree, represent and warrant as follows:
- the offer and sale of the Tokens by the Company to you was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), which means that the transaction was not effected in the United States or its territories;
- no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, which means that no marketing efforts were made to you in the United States;
- you are not acquiring Tokens for the account or benefit of any U.S.Person;
- you will not, during the one-year Distribution Compliance Period after you have received the Tokens from the Company, and in any agreement with respect to the Tokens, offer or sell the Tokens (or enter into a hedge transaction or otherwise create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S.Person or other than in accordance with Regulation S;
- you will, after the expiration of the one-year Distribution Compliance Period, offer, sell, pledge or otherwise transfer the Tokens (or enter into a hedge transaction or otherwise create or maintain any derivative position equivalent thereto) only pursuant to registration under the U.S.Securities Act or any available exemption therefrom and, in any case, in accordance with applicable securities laws (as such may be applicable to you as a non-U.S.Person);
- The Company shall not register the transfer of the Tokens in violation of the restrictions set forth herein, and the Tokens will be deemed to bear the legend set forth below (in addition to the legend set forth in these Terms and any other legend required by U.S.or non-U.S.federal or state securities laws that may be applicable to the Tokens or provided in any other agreement with the Company):
- “ THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ U.S.SECURITIES ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE COMPANY DOES NOT INTEND TO REGISTER THEM.PRIOR TO A DATE THAT IS ONE-YEAR FROM THE DATE THAT YOU RECEIVE THE TOKENS, THE TOKENS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH TOKENS) IN THE UNITED STATES OR TO U.S.PERSONS AS DEFINED BY RULE 902(K) ADOPTED UNDER THE U.S.SECURITIES ACT, OTHER THAN TO DISTRIBUTORS (AS DEFINED IN RULE 902(D) OF REGULATION S), UNLESS THE TOKENS ARE REGISTERED UNDER THE U.S.SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.SECURITIES ACT IS AVAILABLE.PRIOR TO ONE- YEAR FROM THE DATE THAT THE TOKENS ARE RECEIVED, HOLDERS OF TOKENS MAY RESELL SUCH TOKENS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S.SECURITIES ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE U.S.SECURITIES ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PARTICIPANTS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE TOKENS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.SECURITIES ACT.A HOLDER OF THE TOKENS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER, OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO ONE-YEAR FROM THE DATE THAT THE TOKENS ARE RECEIVED, RESELL THE TOKENS TO A U.S.PERSON AS DEFINED BY RULE 902(K) OF REGULATION S UNLESS THE TOKENS ARE REGISTERED UNDER THE U.S.SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S.SECURITIES ACT IS AVAILABLE.EACH HOLDER OF THE TOKENS AGREES THAT HE/SHE/IT WILL DELIVER TO EACH PERSON TO WHOM THIS TOKEN OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.”
- You and your affiliates and all persons acting on your or their behalf have complied and will comply with the requirement of Regulation S with respect to the Tokens.You shall not, through any of your own actions or any of your affiliates or any person acting on your or their behalf, offer, sell, or transfer any part or all of the Tokens (or create or maintain any derivative position equivalent thereto) in the United States to or for the account or benefit of a U.S.Person other than in accordance with Regulation S.You acknowledge and agree that any transfer in violation of the preceding sentence shall be null and void and the Company will not recognize such attempted transfer.
- The transactions contemplated by these Terms and the Sale are not part of a plan or scheme on your part, any of your affiliates or any person acting on your or their behalf to evade the registration requirements under the U.S.Securities Act.
- the Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing, or any other acts in breach or contravention of any applicable law, regulation, or rule;
- You are acquiring Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person;
- You bear the sole responsibility to determine what tax implications your participation in the Sale may have for you and agree not to hold the Company or any other person involved in the Sale liable for any tax liability associated with or arising therefrom;
- You agree and acknowledge that the Company is not liable for any direct, indirect, special, incidental, consequential, or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;
- You waive the right to participate in a className action lawsuit or a className wide arbitration against the Company, the Indemnified Persons, and/or any person involved in the Sale and/or with the creation and distribution of the Tokens;
- you agree on behalf of yourself and your successors and assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish and delivery any other instruments, documents and statements and to take any other reasonable actions as the Company may determine to be necessary or appropriate to comply with applicable law, regulation or rule and to effectuate and carry out the purposes of these Terms; and
- all of the above representations and warranties are, and will continue to be, true, complete, accurate, and non-misleading from the time of your acceptance of these Terms and notwithstanding the receipt by you of all of the Tokens.
- 6.2 The Company does not make, and hereby disclaims, any representation or warranty in any form whatsoever, whether express or implied, including any representation or warranty in relation to:
- the information set out on the Whitepapers, the Channels, or any other place;
- the Company;
- the Tokens;
- your sale and purchase of Tokens; and
- the Website;
- 7.1 To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Company hereby expressly disclaims its liability and shall in no case be liable to you or any person for:
- any sale or transfer of any Tokens acquired by you hereunder to any person at any time;
- the funds used by you to make any purchase being obtained through any acts in connection with money laundering, terrorism financing, or any other acts in breach or contravention of any applicable law, regulation or rule;
- the use of Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;
- abortion of the Sale;
- failure or delay in the delivery by the Company and receipt by you of Tokens in accordance with these Terms;
- failure, malfunction, or breakdown of, or disruption to, the operation of the Company, the Tokens, or any technology on which the Company, the UXP Platform, the Tokens, the Website, the UXP-compatible Wallet, the Solana Wallet, the Sale, or Sale Account relies, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “ selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
- failure, malfunction, or breakdown of or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Company, the UXP Platform, the Tokens, the Website Address, the UXP-compatible Wallet, the Solana Wallet, the Sale, due to occurrences of hard-forking, hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “ selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
- any virus, error, bug, flaw, defect, or other issue adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability, or tradeability (after Tokens have been made available for trading on a cryptocurrency or other form of exchange (if applicable)) of any material characteristics of Tokens;
- decreases or volatility in traded prices or trading volume of Tokens (after Tokens have been made available for trading on a cryptocurrency or other form of exchange (if applicable));
- failure, error or unfitness of Tokens for any specific purpose;
- the manner of use of the proceeds received by the Company from the Sale;
- failure to disclose information relating to the progress of any Sale;
- loss of possession of the credentials for accessing, loss, or destruction of the private keys of any wallet in any manner and to any extent;
- failure or delay in the availability of Tokens for trading on a cryptocurrency or other form of exchange;
- any rejection of trading of Tokens by a cryptocurrency or other form of exchange;
- any prohibition, restriction, or regulation by any government or regulatory authority in any jurisdiction that restricts the operation, functionality, usage, storage, transmission mechanisms, transferability, or tradeability or other material characteristics of the Tokens;
- 7.2 In the event of any loss, hack, or theft of cryptocurrencies from any cryptocurrency wallet provided by you to the Company for the purposes of any refunds or withdrawals, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Company, and shall further hold harmless, the Company and the Indemnified Persons from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such loss, hack or theft.
LIMITATION OF LIABILITY AND INDEMNIFICATION
- 8.1 To the maximum extent permitted by applicable law:
- the Company and Indemnified Persons shall not be liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract, or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the Sale or the sale and purchase of, use, receipt, or holding of Tokens by you; and
- you hereby agree to waive all rights to assert any claims under applicable laws, regulations and rules and you may make claims based only on these Terms.
- 8.2 To the maximum extent permitted by the applicable laws, regulations, and rules, you shall indemnify, defend, and hold the Company and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of the Company or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.
Subject to these Terms, only you and no other person shall have the right to any claim against the Company in connection with the Sale and your sale and purchase of Tokens hereunder.You shall not assign, trade, or transfer, or attempt to assign, trade, or transfer, your right to any such claim.Any such assignment or transfer shall not impose any obligation or liability of the Company to the assignee or transferee.
INTELLECTUAL PROPERTY RIGHTS
- 10.1 These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface , logos, trademarks, trade names, Internet domain names, or copyright in connection with the Whitepapers, the Channels, the Company, the Sale, the Tokens, your sale and purchase of Tokens, and/or the UXP Platform.
- 10.2 There are no implied licenses under these Terms, and any rights not expressly granted to you hereunder are reserved by the Company.
Notwithstanding the expiry or termination of the Sale, any delivery of Tokens to you or any abortion of the Sale pursuant to these Terms and the Exhibits hereto shall remain valid and in full force and effect.
Any failure of the Company to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Company to assert any right(s), claim(s) or causes of action against you.
- 13.1 These Terms and any additional terms contained on the Website, and any Sale Announcements, shall contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Sale and the sale and purchase of Tokens.
- 13.2 In the event that the Company discovers that you, in your participation in the Sale, have engaged in unfair, excessive, or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm, or degradation of any form and manner including, without limitation, rejecting your sale and refusing any refunds under these Terms.
- 14.1 All amounts that you transfer as consideration for your purchase of Tokens shall be exclusive of all taxes that are applicable to your purchase of, receipt and holding of Tokens in any jurisdiction (“ Payable Tax”).
- 14.2 You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non- performance to any extent of any of your obligations in relation to the Payable Tax.
- 14.3 The Company shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.
GOVERNING LAW AND JURISDICTION
- 15.1 These Terms shall be governed by, and construed in accordance with, the laws of the Dubai.
- 15.2 Any Dispute shall be resolved in accordance with this Section.
- 15.3 A Party shall give prompt written notice of any Dispute to the other Party (a “ Dispute Notice”).Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.
- 15.4 Each Party agrees to use its best efforts to settle any Dispute amicably, and informally between the Parties within a period of 30 days from the date of the Dispute Notice given under Section 15.3.
- 15.5 Only in the event that a Dispute is not settled in accordance with Section 15.4 then either Party may, by notice in writing to the other Party, try to settle the same by confidential mediation administered by a single mediator appearing in Switzerland under the Commercial Arbitration Rules and Mediation Procedures before referring the Dispute to arbitration pursuant to Section 15.6.
- 15.6 In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by American Arbitration Association (“ AAA”) in accordance with the Commercial Arbitration Rules of the AAA for the time being in force which rules are deemed to be incorporated by reference in this Section.The seat of the arbitration shall be in Switzerland.The Tribunal shall consist of one (1) arbitrator.The language of the arbitration shall be in English.
- 15.7 Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Section 15.6, the Parties will continue to comply with their respective obligations under these Terms.
AMENDMENT AND RIGHTS OF THIRD PARTIES
- 16.1 THE COMPANY HAS THE RIGHT TO AMEND THESE TERMS WITHOUT CONSENT FROM TIME TO TIME IN THE COMPANY’ S SOLE AND ABSOLUTE DISCRETION.
- 16.2 Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.
SEVERANCE AND PARTIAL INVALIDITY
- 17.1 If any of these Terms is rendered void, illegal, or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal, or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired, or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.
- 17.2 The illegality, invalidity, or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity, or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
EXHIBIT 1 - DEFINITIONS
- In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:
- “ UXP Platform” means the platform deployed by the Company that supports UXP.
- “ UXP-compatible Wallet” means a blockchain address on the UXP Platform (blockchain) that you have successfully established and is owned by you and that has been registered in your Sale Account.
- “ Website Address” or “ Website” means https://UXP.fi
- “ Dispute” means any dispute between the Parties arising out of or in relation to these Terms.
- “ Dispute Notice” has the meaning ascribed to it in Section 19.3.“ Disqualified Persons” has the meaning ascribed to it in Section 2.2.“ Distribution Compliance Period” has the meaning ascribed in Section 6.7.
- “ Solana Wallet” means an address which you own on the Solana blockchain and in which you can send, receive or otherwise transact using SOL.Reference within the Terms to “ cryptocurrency wallet” shall mean a Solana Wallet as the context requires.
- “ Excluded Jurisdiction” MEANS ANY OF UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES), CANADA, DEMOCRATIC PEOPLE’ S REPUBLIC OF KOREA, CUBA, SYRIA, IRAN, SUDAN, REPUBLIC OF CRIMEA, PEOPLE’ S REPUBLIC OF CHINA, JAPAN OR JURISDICTIONS WITH STRATEGIC ANTI-MONEY LAUNDERING / COUNTER-FINANCING OF TERRORISM DEFICIENCIES MOST RECENTLY IDENTIFIED BY THE FINANCIAL ACTION TASK FORCE, AND JURISDICTIONS IN WHICH THE SALE ARE PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.
- “ Company” means Soteria FZCO.
- “ immediate family” in relation to a senior foreign political figure includes such figure’ s parents, siblings, spouse, children, and in-laws.
- “ Indemnified Persons” means the Company’ s subsidiaries, related companies (including UXP, Inc.), corporate and individual affiliates, technology providers and advisors, ors, and permitted assignees.
- “ OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.
- “ Regulation S” means Regulation S under the U.S.Securities Act, as amended and “ U.S.Person” and “ United States” have the meanings ascribed to them in Regulation S.
- “ Subsidiary” means a corporation that has (a) the composition of its board of directors controlled by another corporation; (b) has more than half of its voting power controlled by another corporation; or (c) has more than half of its issued share capital held by another corporation.
- “ Terms” means the terms and conditions contained in these “ Sale Terms”, as amended, supplemented, updated or substituted from time to time and includes the Exhibits hereto.
- “ Tokens” means the SOL Tokens, a native cryptographic token created and issued by the Company on the UXP Platform, and “ Token” shall be construed accordingly.
- “ U.S.Securities Act” means the U.S.Securities Act of 1933, as amended.
- “ Website” means https://UXP.fi.
- “ Whitepapers” shall have the meaning ascribed to it in Section 1.
EXHIBIT 2: RISK FACTORS
- There is no guarantee that the Company will be successful at deploying the Tokens as described herein.Further, a government could even prohibit the commercial or non-commercial use of the cryptographic methods necessary to the release of the Tokens and operation of the Blockchain.Regulators in key jurisdictions could fail to share the Company’ s assessment of the Tokens not constituting securities or could find that the Tokens should be subject to other regulatory frameworks, which could create additional liability and potentially impose transfer restrictions that make the Blockchain’ s operation, as currently contemplated, difficult or impossible.Any of these negative outcomes could lead to the Company forgoing its plan to conduct the Token Generation, the UXP Platform Launch and/or otherwise release the Tokens, or such actions may require the Company to restructure the Tokens and the Blockchain in ways not contemplated herein.As a result, the Company may be unable to deliver Tokens pursuant to the Purchase Agreement or reimburse the Purchase Amount received under a Purchase Agreement.
- There can be no assurance that any Purchaser will achieve his or her objective in purchasing the Tokens or avoid substantial losses by purchasing Tokens through this Token Sale.Instruments like the Tokens entail a high degree of risk, and Purchasers may lose some or all of their Purchase Amount.A potential Purchaser should execute a Purchase Agreement and purchase Tokens only if able to withstand a total loss of the Purchase Amount.
- Crypto assets such as the Tokens are a new and relatively untested product.There is considerable uncertainty about the asset className’ s long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others.In addition, the success of the Tokens and other types of crypto assets will depend on whether blockchain and other new technologies related to the Tokens turn out to be useful and economically viable.The Company does not control any of these factors, and therefore may not be able to control the long-term success of the Tokens as a feature of the Blockchain, or the ability of the Tokens to maintain their value.
- Following the UXP Platform Launch, the Company cannot guarantee that holders of the Tokens will not be exposed to potential liability or claims as a result of the activities of other users on the Blockchain.While the Company does not currently anticipate users of the Blockchain incurring liability for illicit activity of other participants on the Blockchain, the Company cannot guarantee that regulators will share this assessment, and users may therefore not enjoy the same benefits afforded to traditional Internet companies.
- Transactions in crypto assets such as the Tokens and certain other virtual currencies are irreversible.Failure to provide the Company with the correct public wallet address under the control of the Purchaser will, in most cases, result in the loss of the Tokens.
- Once the Tokens are distributed, your Token balance is associated with your public key address, which is in turn associated with your private key address.You are responsible for knowing your private key address and keeping it a secret.Because a private key, or a combination of private keys, is necessary to control and dispose of the Tokens stored in your digital wallet or vault, the loss of one or more of your private keys associated with your digital wallet or vault storing the Tokens may result in the loss of your Tokens. Moreover, any third party that gains access to one or more of your private keys, including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. The Company and its affiliates will never ask you for your private key address and you should never share them with someone you do not know.The terms described in this Token Term Sheet are subject to change prior to the UXP Platform Launch, possibly substantially.The Company cannot guarantee that the Tokens and the UXP Platform Launch will have the same characteristics as described herein on the first date of the UXP Platform Launch.