CHANGE Token Terms of Sale

The following terms shall have the definitions as provided herein, unless explicitly stated otherwise:

1. “change”, “the Project” – shall refer to the blockchain based mobile-first experience app, designed to allow users to access and take advantage of various DeFi and CeFi products with a single click, developed by the Company.

2. “the Website” – shall refer to the website of the Project, available at www.changex.io

3. “Purchase price” – shall refer to the price for which the User agrees to purchase any given amount of Tokens. The price for 1 CHANGE Token is set as USD 0,016.

4. “Deposit” – shall refer to an amount, equal to 3% of the Purchase price, which is due during the Enrollment Phase and before the Quota Adjustment, as described in the WhitePaper and on the Website.

I. GENERAL PROVISIONS

1.1 The Company is in the process of development of the Project, which is intended to offer a one-stop platform for trading, staking, DeFi Lending, as well as fiat-to-crypto trading, so as to allow inexperienced users to benefit from a safe, easy-to-use and mobile-friendly experience. The design of changeX aims to allow for end-users to store, preserve and grow their wealth, by using their mobile-device, simply and hassle-free. The team behind the project has used and will use their collective wisdom and more than 10 years of crypto expertise to provide You with access to this opportunity.

1.2. It is the Company’s vision, as extensively described within the WhitePaper, available at the Website, to remove entry barriers that separate the “traditional bank customer” from the “crypto holder”, as well as the barriers separating the “crypto holder” from the “DeFi participant”, by providing a combined service of Staking Pool and Leveraged Staking, Fiat-to-Crypto Conversion, Crypto-to-Crypto Conversion, Savings product, Open Lending market, changeX Crypto Visa Card, SEPA Banking, NFT Wallet.

1.3. The Project is still in the early stages of its development. The successful launch, execution and evolution of the Project is left dependent on a plethora of circumstances, which are outside of the reasonable control of the Company, such as user interest, gathering of sufficient funds, market factors, etc.

1.4. The Company is in the process of development of a utility, blockchain based, transferable software, cryptographic, digital information unit called the CHANGE Token, which constitutes an inseparable part of the Company’s Project and will be used to provide services, as well as to fulfill any and all other functionalities implemented within it, extensively and explicitly specified within the WhitePaper.

1.5. By concluding the current Agreement, you hereby explicitly confirm and declare, due to regulation uncertainties, that you are neither a resident in or citizen of the United States of America, nor a resident in or citizen of China, Canada, South Korea or Singapore.

1.6. The Company declares that these Terms shall apply to the entire registration, KYC and Token Sale procedure, available and accessible by Users on the Website.

1.7. The Company declares that they reserve the right to exclude any and/or all of the aforementioned services, as well as to implement new services, and in general to implement amends and revisions to the aforementioned list, the current Terms of Sale and also to the WhitePaper itself.

II. Application Procedure

2.1 Each User must have a registered account with the Project Website. After having verified the e-mail address provided, the Customer shall be required to further provide current and complete information in accordance to the KYC policies of the Company, as well as in compliance with all applicable legislation.

2.2. Each User, through their account must successfully pass the Company’s KYC procedure, before they are found eligible for participation in the Token Sale and for the purchase of any given amount of CHANGE Tokens. The procedure shall consist of the following general stages:

2.2.1. Users are to fulfill several steps by providing specific information regarding User’s identity – Name, Date of Birth, Residence Information;

2.2.2. Users will be required to upload high-quality images (scans or photos) of their official national documentation, issued by the respective government. This documentation may be either a passport, a national ID card, or a Driver’s license. As an additional protective measure, Users will be required to upload a selfie of themselves holding the respective document in their hands.

2.2.3. Finally, Users will be required to provide a suitable and compliant wallet address, that they intend to use to send funds, and purchase Tokens with.

2.2.4. The Company remains entitled to request, per their sole discretion, any and all additional information which they deem necessary for the proper execution of the KYC procedure, as well as to amend either partly or in full this KYC procedure as they see fit.

2.3. For registration, AML, KYC, and other contractual purposes, the User hereby agrees to provide current and complete, all relevant information required, which includes but is not limited to their username, password, e-mail, address, etc.

2.4. The Company reserves their right to refuse the applicant’s registration or applicant KYC approval (being a prerequisite for the purchase of Tokens) based on the information gathered by the User, independent investigation of User data and KYC compliance analysis, which shows that contracting with User can be or it is associated with risks for the Company. The Company is not obliged to provide any explanation, data, notice or information on the exact reasons behind such refusal.

2.5. The User will be allowed to subscribe for and execute a purchase for a given amount of CHANGE Tokens only after they have received explicit confirmation from the Company that the KYC compliance procedure has been successfully passed and the User’s KYC status in the Platform is indicated as “approved”. 

2.6. The Company expressly reserves the right to unilaterally and without the need for any further justification to reject the any and all User applications, without any compensations due to them of any nature whatsoever;

2.7. The Company additionally reserves the right to unilaterally amend the Application Procedure, as well as the provisions regulating it, which have been presented herein, at their own discretion, without the need for additional justification.

III. Public Sale of Tokens

3.1 The Company shall coordinate the Public Sale of Tokens, which shall consist of three phases, which are presented in detail in the WhitePaper and on the Website, and which can be summarized as follows:

- Part 1: Enrollment & Deposit

- Part 2: Subscription Calculation

- Part 3: Funds Commitment

3.2. The Public Sale of Tokens shall be followed by the Liquidity Event and the CHANGE Token Staking, in terms as presented within the WhitePaper.

3.2.1 CHANGE Tokens can be purchased by natural persons as well as corporate legal entities.

3.2.2 Each User is limited to purchase CHANGE Tokens within the ICO, up to the maximum equivalent of USD 100 000, for the duration of the Public Sale of Tokens.

3.2.3. CHANGE Tokens can be purchased with any of the crypto currencies as presented on the Website.

3.2.4. The Customer explicitly agrees and accepts that the CHANGE Token purchase shall be executed under the provisions and conditions set forth in the current Terms of Sale.

3.2.5. The User shall express their explicit intent to purchase a given amount of Tokens, by placing a non-binding deposit purchase order. The deposit order will indicate the quantity of CHANGE Tokens the Client intends to purchase, their respective Purchase price, as well as the due Deposit. The details of the orders will be stored into the database of the https://token.changex.io dashboard. 

3.2.6. The deposit order will be placed via the Website interface available at https://token.changex.io. By placing the order, the User explicitly agrees that they have executed a non-binding proposal for the conclusion of a Token Purchase Agreement. 

3.2.7. The Customer shall execute the payment for the Deposit, simultaneously with the sending of the proposal to the Company. The Company and the Customer do hereby explicitly agree that the Deposit is non-refundable, except if the Company rejects the proposal of the Customer to purchase Tokens for whatever reason. The Deposit shall be deductible from the final Purchase price, in accordance to the Quota Adjustment procedure, as described in the WhitePaper and on the Website.

The payment of the Deposit shall be executed to the wallet address and as per the instructions, as available to the User in their account on the Website.

3.2.8. The Customer and the Company explicitly agree that the payment of the Deposit does not bind the Customer to pay the Purchase price of the enrolled Tokens. Nevertheless, should a Customer pay the Deposit, but fail to pay the Purchase price, following the Quota Adjustment, within the preset term, the Deposit shall not be released back to them, and no amount of Tokens will be allocated to them.

3.2.9. Following the receipt of the deposit order, and after having confirmed that payment of the Deposit has been executed, the Company shall send to the Customer a confirmation that the specific amount of Tokens has been subscribed and that the Deposit has been received.

The Customer understands and agrees that while the amount of CHANGE Tokens they have subscribed will appear visible on their account in the platform, after the Deposit has been confirmed, however, the Тokens themselves will be distributed, to the wallet they have provided via the platform on the Website and following the Token Sale, within a term which will be disclosed to the Users through the Website.

3.2.10. After the Quota Adjustment procedure has been finalized the Subscription Settlement begins, as described in-detail on the Website and in the WhitePaper, during which Users shall receive additional instructions via the platform on how to execute payment on the Purchase price in full.

3.2.11. After having paid the Purchase price by following the instructions as they have been provided in art. 3.2.10., a final Confirmation shall be sent by the Company to the Customer, which shall include all information regarding the conducted token purchase – Purchase Price, purchased amount, as well as individualizing information regarding the Buyer and Seller.

3.2.12. For avoidance of any doubt, the agreement between the User and the Company for sale and purchase of the CHANGE Tokens as requested by the User is considered valid and binding only after the respective User has executed the full payment for the purchase price of the purchased amount of Tokens and upon confirmation for the purchase given by the Company. Enclosed with the e-mail confirmation shall also be a link to the current Terms of Sale, which shall be explicitly confirmed by the User.

The purchased amount of Tokens shall be allocated to the respective wallet address you have provided, after paying the Purchase price.

3.2.13. For avoidance of any doubt your act of agreeing to the current Terms of Sale shall constitute signing by You personally, on Your behalf and to your account, of the Purchase Agreement under which the indicated number of Tokens are applied to be delivered to you conditional upon full payment of the Purchase Price and conditional upon confirmation of such deal on behalf of the Company. The Purchase Agreement shall be considered counter – signed by the Company by the act of sending the confirmation e-mail under art.3.2.9. above and conditional upon full performance of your obligations set herein. In any case these Terms shall be binding and valid between the Parties subject to the Company letting you purchase the Tokens and pay the Price to the Smart Contract System. By transferring any of the abovementioned crypto-asset payment options to the Company, the User understands and accepts that they are executing a payment into a Smart Contract System for the purchase of CHANGE Tokens - part of the Company‘s Project.

3.2.14. The User understands, accepts and agrees that while the individuals and entities, including but not limited to the Company, assigned to this task will make reasonable efforts to expand operations and develop the Project, it is possible that such development may fail and your CHANGE Tokens may become useless and/or absolutely lose their value due to technical, commercial, regulatory or any other reasons.

3.2.15. The User is also aware of the risk that even if all or parts of the Project are successfully developed and released, either partially or in full, due to a lack of public interest, the Project could be fully or partially abandoned, remain unsuccessful according to any measure, or shut down for lack of interest or other reasons.

3.2.16. The User therefore understands and accepts that User’s purchase, and/or the allocation, use and ownership of CHANGE Token, carries significant financial, regulatory and/or reputational risks (including the complete loss of value, if any, of CHANGE Token and attributed features). The User further confirms to have carefully reviewed the Terms and fully understands the risks and costs of making such a purchase. By purchasing CHANGE Token, the User expressly agrees to all of the terms and conditions set forth herein.

3.2.17. All processes will be interconnected and pre-defined in the Smart Contract with a single hash address which can publicly be verified.

3.2.18. The Company additionally reserves the right to unilaterally amend the Token Sale Procedure, as well as the provisions regulating it, which have been presented herein, at their own discretion, without the need for additional justification.

3.2.19. The Company expressly reserves the right to unilaterally and without the need for any further justification reject any and all offers for the purchase of Tokens, at any time, per their own discretion.

3.3. Tokenomics

With the Conclusion of the current Terms, the User explicitly declares and agrees to the Tokenomics percentage allocations and other pre-set conditions, as set within the WhitePaper;

3.3.1. The different stages of the ICO will be spread in time, within terms as specified in the WhitePaper and the Website, which shall be additionally and in reasonable and due time be disclosed to the public.

3.3.2.CHANGE Tokens shall be offered publicly at a fixed price of USD 0,016 per Token. 

3.3.3. The Hard Cap for the Public Sale is set to the amount of USD 2 400 000

3.3.4. The specific conditions, under which the Enrollment and Deposit Phase shall be executed, including Deposit amount, oversubscription quota adjustment, etc., are described and available in-detail on the Website.

3.3.5. The Company hereby issues and declares that the indicators under art. 3.3.2 and art. 3.3.3 shall be included and described in detail in the Whitepaper and on the Website and they may be subject to change. Should such changes occur, they will be published and available for review on the Website. The Company reserves their right to introduce changes as per their own discretion.

IV. Token burning and Token airdrop

4.1. The User hereby agrees that a pre-determined percent of the Crypto Conversion fees will be used and allocated for burning, in accordance with the procedure as set within the WhitePaper.

4.2. The procedure of Token burning shall aim to expand the abilities of Users to utilize the functions of the CHANGE Token, by stimulating deflation within the overall economy of the Project.

4.3. The User hereby agrees that an additionally pre-determined percent of the overall CHANGE Token supply shall be used and allocated for the purpose of airdrops, in accordance with a procedure and the conditions as presented within the WhitePaper;

4.4. The procedure of Token airdrop shall aim to promote awareness regarding the new utility asset by sending small amounts of it to wallets of active members of the blockchain community;

V. Ownership, License and Delivery of the Tokens

5.1. Subject to the successful payment of the Price into the Smart Contract System of the Company, the legal and beneficial ownership of the agreed upon amount of CHANGE Tokens shall pass from the Company to you. In addition, the Company grants the User a license (“License”) to use the Tokens, for their intended purpose, without any limitations in time in such a manner and way that is provided by the Company, so the User enables, operates and uses certain Company services. The cost of the grant of License is included in the Price and no additional payment shall be due from the User to the Company accordingly.

5.2. The amount of CHANGE Tokens You have purchased will be allocated, transferred and delivered to You, subject to the successful execution of the Payment price, provided that you have a valid Purchaser (Wallet) Address and that you have presented a valid and working email address to which instructions for the allocation of the purchased amount of Tokens may be sent from the Company to You.

5.3. Excerpt from the transaction book of the blockchain network keeping records of all transactions shall be deemed and used as a proof of delivery and allocation whenever and if necessary. No additional delivery and acceptance protocols shall be required to be concluded by and between You and the Company.

5.4. The Parties hereby hereto agree that the subject matter of this agreement shall be deemed duly and diligently fulfilled with the successful payment of the Price into the Smart Contract System of the Company and the allocation of the amount of CHANGE Tokens purchased to the Wallet Address as indicated by the User.

5.5. The risk of loss, any regulatory or security risks, the risk of absence of possibility to use the Purchased Tokens and/or any other risks as described below in these Terms shall pass from the Company to You with the allocation of the Purchased Tokens from the Company to You

5.6. For avoidance of any doubt the Parties hereto hereby expressly agree that any or all obligations of the Company shall be due, valid and come into effect and/or the User shall be entitled to claim fulfilment accordingly only subject to the successful payment of the Price into the Smart Contract System of the Company.

VI. Purpose and Use of the Tokens

6.1. The purpose of the Tokens is to be used to facilitate the provision and receipt of certain services (“Services”) in a blockchain-based crypto payments integrated online mobile-application based system, presently known as “changeX”. Additional information regarding the Project and more specifically, the Services, and the Company is disclosed and provided within the White Paper.

While it is the Company’s vision to develop the Project as described in the WhitePaper, they may opt to develop components of the Project in a manner that varies from its current vision as The Company deems and believes is necessary or desirable in light of business, technical or other considerations;

6.2. Use of the CHANGE Tokens shall be at your sole discretion only. The Company shall not be liable if you use the Tokens in any illegal or inappropriate manner.

VII. Representation and Warranties of the User

7.1. By purchasing and using CHANGE Tokens, the User warrants and represents that: 

7.1.1. The User is not a citizen or resident of a country, whose legislation conflicts with the present purchase, sale and allocation of CHANGE Tokens and/or the Project in general.

7.1.2. The User has full authority to enter into this Agreement and to carry out the transactions made herein. The User is of the sufficient and required by law age to legally obtain Tokens.

7.1.3. by commencing and entering into this agreement with the Company, the User is acting entirely on its/ hers/ his own behalf.

7.2. The User has deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, crypto currencies, cryptocurrency wallets or other related token storage mechanisms, blockchain technology, smart contract technology and blockchain-based software systems.

7.3. Neither the User (if individual) nor any of its shareholders or members of its board of directors (if an entity) are not US, China, Canada, South Korea or Singapore person by residency or citizenship.

7.4. The User is legally permitted to receive and hold and make use of CHANGE Tokens in User’s jurisdiction.

7.5. The User will take sole responsibility for any restrictions and risks associated with the receiving and holding of CHANGE Tоkens; the User is not obtaining the Tokens for the purpose of speculative investment; the User is not obtaining CHANGE Tokens to be used for any illegal purposes; the User is not using the Project and/ or the CHANGE Tokens for money laundering and/ or terrorist financing.

7.6. The User understands and accepts that the purchase, ownership, receipt, or possession of the Tokens carries no rights, express or implied, other than the right to use the Purchased Tokens as a means to enable usage of and interaction with Services enabled and provided by the Platform, if and when the Platform is successfully completed and deployed.

In particular, User understands and accepts that the Purchased Tokens do not represent or confer any ownership right or stake, share, 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 Platform and/or the Company and its Affiliates, other than any rights relating to the provision and receipt of Services in the Platform if the same has been successfully developed.

The Company’s intention to launch the Tokens is not to create a digital currency, security, commodity, or any kind of financial instrument. The sole purpose of the Tokens is to be used to facilitate the provision of certain services within the Project;

Transferability of the Token is provided as function only to support its utility functions. Every act of secondary exchange and or trading of the Token shall be on account, on behalf and on the full responsibility of the User.

7.7. The User understands and accepts that failure to fulfill any undertaking and/or obligation under this agreement or breach of any of its warranties and representations hereunder may have the result that User will not gain access to the Tokens. In such case the Company shall be entitled to unilaterally terminate this contract with immediate effect.

7.8. It is User’s sole responsibility to determine whether, and to what extent, any taxes apply to any transactions associated with User’s receipt or use of the CHANGE Token, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

7.9. The Token purchase under this agreement is final, and there are no refunds or cancellations, except as expressly provided hereunder or as may be required by applicable law or regulation. The Company reserves the right in its sole discretion at any time to unilaterally and without a purpose cancel the sale purchase and refund any or all amounts received by the User.

7.10. The User acknowledges and agrees that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of Services on the Platform.

BY PURCHASING TOKENS, THE USER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS AND SHALL BEAR SUCH RISKS ALL ALONE. Such risks may be but are not limited to:

7.10.1. Risk of Losing Access to Tokens Due to Loss of Private Key;

7.10.2. Risks Associated with the Blockchain;

7.10.3. Risk of Hacking and Security Weaknesses;

7.10.4. Risks Associated with Uncertain Regulations, Change in the Regulations and/ or Legal Treatment of Crypto Assets in general or CHANGE Token in particular, and/or any related Enforcement Actions;

7.10.5. Risks Arising from Taxation;

7.10.6. Risk of Insufficient Interest in the Platform;

7.10.7. Risks Associated with the Development and Maintenance of the Platform;

7.10.8. Risk of Dissolution of the Company or the Platform;

7.10.9 Risk of Lack of Adoption by Users of the Platform or Lack of Success;

7.10.10. Technology Risks;

7.10.11. Risk of absence of possibility to use the Purchased Tokens;

7.10.12 Risk of theft;

7.10.13 Other unanticipated Risks;

7.11. Furthermore, the User expressly acknowledges and assumes the risk where hackers or other malicious groups or organizations may attempt to interfere with the dashboard, the Tokens, or with any other aspect of the Project in general, in a variety of ways, including, but not limited to, malware attacks, fishing, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, thus, despite The Company’s knowledge and efforts to resolve any such attempt, User’s personal details or data info may be stolen, which may have the result of complete loss of User’s CHANGE Tokens or other available assets. The User agrees and understands such risk, the possible negative consequences that may arise for the User accordingly and warrants and represents that the User shall bear such risk all alone. The Company shall not be liable at any time or for any purpose accordingly.

7.12. The User shall be solely responsible for implementing reasonable measures for securing the CHANGE Tokens once they have been delivered to the User.

7.13. The User has obtained sufficient information about the Tokens and the Project itself to make an informed decision and purchase any amount of CHANGE Tokens. 

7.14. The User understands and accepts that the Tokens are intended to be used for the aims of the Project, as set forth within the WhitePaper, and the Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated venues for using Tokens to the provision or receipt of services, and could therefore create illiquidity risk with respect to the Purchased Tokens. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulation oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero. In addition, the User understands and accepts with regard to CHANGE Tokens that no market liquidity may be guaranteed. 

7.15. The User agrees and acknowledges that the CHANGE Tokens are not intended to and do not constitute securities in any form in any jurisdiction and the Purchased Tokens are not to be construed, interpreted, classified or treated as:

7.15.1. any kind of currency other than the utility tools necessary to facilitate the provision and receipt of certain services within the scope of the Project.

7.15.2. debentures, stocks or shares issued by any person or entity;

7.15.3. rights, options or derivatives in respect of such debentures, stocks or shares;

7.15.4. 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;

7.15.5. units in a collective investment scheme;

7.15.6. units in a business trust;

7.15.7. derivatives of units in a business trust;

7.15.8. any other security or class of securities;

7.15.9. The User acknowledges and agrees that this document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It constitutes the terms of sale of the utility CHANGE Tokens amongst the public based on the functionality of a Smart Contract System.

7.16. The User understands and expressly accepts that there is no warranty whatsoever on CHANGE Token and/or the overall success of the Project, expressed or implied, to the extent permitted by law, and that the CHANGE Token is created and obtained at the sole risk of the User on an “as is” and “under development of the Project” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose.

7.17. The distribution of the CHANGE Token is smart contract based - the terms and conditions applicable thereon are set forth herein and in the Smart Contract System Code. Accordingly, the User hereby warrants and represents that the User has sufficient knowledge about the smart contracts system and the blockchain protocol and acknowledges and agrees such distribution process and applicable terms. 

7.18. By transferring any of the payment options as described above as payment to the Smart Contract System and/or receiving CHANGE Tokens, no form of partnership, joint venture or any similar relationship between the Users and the Company and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Project is created.

7.19. The User waives the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the CHANGE Tokens Sale, with the allocation of CHANGE Tokens and with the operation of the Project. 

7.20. All of the above representations and warranties are true, complete, accurate and not misleading.

VIII. The Company’s representations

8.1. The Company warrants and represents that:

The Company is a Bulgarian entity, duly incorporated, validly existing and in good standing under the existing and acting laws of the Republic of Bulgaria, and has the power and authority to carry on its business. The performance by the Company of these Terms is within the power of the Company. These Terms constitute a legal, valid and binding obligation of the Company.

To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or by-laws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

IX. Project execution

The Company has the right to engage subcontractors to perform the entire or partial development and execution of the Project. It remains at The Company's sole discretion to decide how to allocate the Price of the Purchased Tokens. Accordingly, the User understands and accepts that the User shall not have any expectation whatsoever of influence over governance and management over the Company and/or the Project.

X. Smart Contract System

The Smart Contract System used to facilitate the Token Sale has been, on a reasonable effort basis, examined by technical experts with regard to their functionality. The technical experts have confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art. However, the User understands and accepts that the used software and technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the examinations performed raise the level of security and accuracy, the User understands and accepts that such examinations do not amount to any form of warranty, including direct or indirect warranties that the Smart Contract Systems are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of any form of assets, including crypto-assets, and Tokens.

XI. Taxation

The User bears the sole responsibility to determine if the purchase and allocation, ownership and use of Tokens, the potential appreciation or depreciation in the value of CHANGE Tokens over time (if any), and/or any other action or transaction related to the Project have tax implications for the User. By holding or using Tokens, and to the extent permitted by law, the User agrees not to hold any third party liable for any tax liability associated with or arising from the purchase, allocation, ownership or use of Tokens or any other action or transaction related to the Project.

XII. Personal Data Usage and KYC

The Company shall be entitled to collect and use your personal data if shared during the Token Sale. The Company may require and in any such case you should be obliged to provide any KYC information as requested by The Company. If you fail to provide any such Information the Company may in its sole discretion cancel this agreement and refund anything received by you.

All personal data shall be processed lawfully, fairly and in a transparent manner, in full compliance with the General Data Protection Regulation. Where legally required the Company shall notify the User what data processing shall occur and will ensure that the Users are provided with privacy information concerning the processing of their personal data. Privacy notices shall provide all the necessary information as required by the applicable law (either on a EU or on a national level).

XIII. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY THE COMPANY, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PARTICULAR LEGAL TREATMENT, TITLE AND NON-INFRINGEMENT, (B) THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED, AND (C) THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SALE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE BUYER ACCEPTS, AGREES TO AND ACKNOWLEDGES THE SAME

XIV. Limitations of Liability

IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WARRANIES AND REPRESENTATIONS OF THE BUYER UNDER CLAUSE 6 ABOVE, THE TOKENS, THE PLATFORM, THE COMPANY SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE)

XV. Indemnification

User agrees to indemnify and hold the Company, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives, free from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) User’s breach of this Agreement, (ii) User’s use of the Tokens (iii) User’s use of Platform and/or the Marketplace and/or the Company’s services, or (iii) User’s violation of any law, rule or regulation, or the rights of any third party.

XVI. Miscellaneous

16.1. Unless otherwise stated herein, the present Terms only govern your purchase of CHANGE Tokens from the Company during the Enrollment phase. 

16.2. No other document or communication may modify or add any additional obligations or covenants to the Company beyond those set forth in this document and the Smart Contract System.

16.3. The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. 

16.4. The Company shall have the right at any time without a reason to unilaterally cancel the sale of the Tokens with immediate effect and refund the User if the User has breached any of User’s warrants or representations hereunder or if the User occurs to be US, China, South Korea or Singapore person by residency or citizenship, or if for any other reason, the Company in its sole discretion finds appropriate to do so. 

16.5. These Terms govern the purchase, allocation, ownership and use of CHANGE Tokens and supersede any public statements about the CHANGE Token Enrollment phase and/or the Project made by anyone in the past, present and future.

16.6. Any notice required or permitted by these Terms will be deemed sufficient when delivered personally or by courier to the relevant address, or sent by email to the email address which have been provided initially by the User.

16.7. The Company reserves the right to unilaterally modify both these Terms and the WhitePaper document, should the Company reasonably believe that such amendment or modification is necessary to comply with changes in applicable laws or regulations or the regulatory environment, in the case of strategical necessity, or for any other reason that the Company deems necessary to do so. In case that such modifications are implemented, the Company shall deliver a written notice, regarding the amendments made, to the email address you have initially provided.

16.8. In the event of a Disruption Event, the Company shall have the right to suspend the Token Sale. If the Company elects to suspend the Token Sale, the Company will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token Sale, the Company will announce the resumption publicly as soon as reasonably practicable. A “Disruption Event” means (i) any event or occurrence that causes a disruption in the functionality of any blockchain networks where such disruption has a material adverse effect on the processing time for the crypto-asset network transactions, or (ii) a change in the price of the payment instruments as described in art. 3.2.3 of twenty percent (20%) or more in any twenty-four (24) hour period, or (iii) any failure by the User to provide to the Company any information required by the Company that may be necessary for the allocation of the Tokens, or (iv) any hack or other malicious attack against the dashboard, the Tokens, Smart Contract System or the Ecosystem. In case of suspension due to a Disruption Event the Company shall not be held responsible or liable for any breach of any of the Company’s undertakings hereunder.

16.9. The User and the Company both hereby declare and agree that the relevant court in Sofia, Bulgaria, shall have sole jurisdiction, with respect to any dispute, which has arisen or may have arisen in connection with the present agreement. The User and the Company also declare and agree that the current Terms of Sale shall be governed and construed in accordance with the Bulgarian laws, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Nikifor Iliev

Executive Director,

Olympus Capital Jsc.

I, the User, do hereby declare that I have read, understood and accept all the terms and conditions as set here above.