TOKEN SALE AGREEMENT

PLEASE READ THIS TOKEN SALE AGREEMENT CAREFULLY BEFORE PURCHASING TOKENS, AS IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING BUT NOT LIMITED TO WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE TO THIS TOKEN SALE AGREEMENT, DO NOT PURCHASE TOKENS.

TOKENS ARE NOT OFFERED OR DISTRIBUTED, NOR CAN THEY BE RESOLD OR OTHERWISE ALIENATED, TO PROHIBITED PERSONS AS DEFINED IN SECTION 4.2 OF THIS AGREEMENT. IF SUCH A PROHIBITED PERSON PURCHASES TOKENS, THEY DO SO ON AN UNLAWFUL, UNAUTHORIZED, AND FRAUDULENT BASIS AND WILL BE SUBJECT TO CONSEQUENCES STATED IN THIS TOKEN SALE AGREEMENT.

By purchasing Tokens, the Buyer agrees to the following terms:

1. DEFINITIONS

1.1. In addition to the definitions in the body of this Agreement, the following terms and expressions have the meanings set forth below:

"Cryptocurrency" means the digital currency Tether (USDT) or any other currency, as the case may be, that the Buyer may use to exchange for the corresponding amount of Tokens. For convenience and solely for this purpose, the term "purchase" may be used to refer to the exchange of Cryptocurrency for Tokens, but this in no way equates Cryptocurrency to money or any type of financial asset, product, or instrument.

"Damages" means any damage, loss, liability, cost, or expense of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive, or special, including, without limitation, any loss of business, revenue, profits, data, use, goodwill, or other intangible losses.

"Wallet" means specific software or hardware used to access and transact cryptocurrencies. Such wallets may be web services, mobile or desktop applications, or small electronic devices capable of functioning offline to receive Tokens due to the Buyer.

"Intellectual Property" has the meaning ascribed to it in the Terms of Use.

"Lock-up Period" means the period during which the Buyer cannot transfer the Token to another wallet address.

"Minimum Threshold" means the minimum number of Tokens that the Buyer may purchase in a single purchase request in USDT equivalent.

"Platform" refers to the system developed by the Company and described in the White Paper.

"Privacy Policy" means the document describing the Company’s methods of collecting, using, and disclosing information obtained from Buyers, as available on the Website (and as may be amended from time to time).

"Services" means the services provided by the Company to Token holders through the Platform, as more fully described in the White Paper.

"Terms of Use" means the document describing the terms of use of the Website, available on the Website (and as may be amended from time to time).

"Tether" means the USDT cryptocurrency that may be used to purchase Tokens.

"Token Sale" means the period during which the Buyer may exchange their Cryptocurrency for DGMA Tokens.

"Token Smart Contract" means the blockchain mechanism on Arbitrum One for the creation and distribution of Tokens.

"Website" means www.dagama.world, including all subdomains and all corresponding pages.

"White Paper" means the document describing the Platform, Tokens, Services, and other matters relating to the Platform, available on the Website (and as may be amended from time to time).

2. ACCEPTANCE OF THIS AGREEMENT

2.1. Conclusion of Agreement: This Agreement, together with the Terms and Conditions available on the Website, becomes effective and binding upon the Buyer and the Company when the following conditions are met:

2.1.1. The Buyer checks the box on the Website, thereby confirming that they have read, understood, and agreed to the terms and conditions of this Agreement and the accompanying Terms and Conditions; and

2.1.2. The Buyer successfully exchanges their Cryptocurrency for Tokens in accordance with the procedures outlined in this Agreement and the Terms and Conditions.

2.2. Terms of Use: The Company has established Terms of Use, which may be amended at its sole discretion and are available at link. The Buyer has read, understood, and agrees to its terms.

2.3. White Paper: The Company has provided the White Paper, which may be amended at its sole discretion and is available on https://wp.dagama.world/ The Buyer has read and understood the White Paper and its contents, including its current version and all subsequent versions. The contents of the White Paper are not binding on the Company and may be subject to changes and updates related to the Platform.

2.4. Independent Parties: The Company and the Buyer are independent parties, and neither party nor their respective affiliates shall be considered an agent of the other party for purposes related to this Agreement or otherwise have the authority to bind the other Party. The purchase of Tokens does not create any form of partnership, joint venture, or other similar relationship between the Buyer and the Company.

3. LEGAL STATUS OF TOKENS

3.1. Use of Tokens: Tokens are intended to be used solely for:

3.1.1. Enabling access to and interaction with the features of the Platform and supporting its operation, testing, hosting, and deployment;

3.1.2. Serving as the Platform’s native cryptocurrency used by its community, including as a means to pay for Services; and

3.1.3. Providing an internal reward system within the Platform.

3.2. The Buyer accepts and agrees that:

3.2.1. The Buyer is solely responsible for determining whether they may lawfully purchase Tokens in their jurisdiction and whether they may subsequently resell Tokens after the Lock-up Period to another buyer in any other jurisdiction. The Buyer does not purchase Tokens for any purpose or use other than as set forth in Section 3.1. The Company has no obligations beyond those expressly stated in this Agreement.

3.3. Detailed information about Tokens, Services, and the Platform is provided in the White Paper.

3.4. Ownership of Tokens does not carry any direct or implied rights other than the right to use Tokens as specified in Section 3.1. Tokens Do not provide the Buyer with any rights in the Company, its revenue, or assets, including voting, distribution, redemption, liquidation, ownership (including Intellectual Property), or other financial or legal rights; Do not constitute a loan to the Company; and Do not grant the Buyer any ownership or equity stake in the Company.

3.5. The purchase of Tokens from the Company does not represent an exchange of Cryptocurrency for equity or Intellectual Property of the Company. For avoidance of doubt, the Buyer is not entitled to any guaranteed form of dividends, income, or voting rights.

3.6. For the purposes of this Agreement, Tokens shall be considered software with cryptographic elements, functioning as a utility tool for the Platform. The Company may from time to time launch incentive programs, as outlined in Section 3.1, to encourage participation in the Platform.

3.7. Non-Investment Purpose: While Tokens may be traded, they are not investments, currency, securities, commodities, swaps on currency, or any other kind of financial instruments. Tokens will not be offered for sale, purchase, or exchange in any jurisdiction where they are prohibited by applicable laws or require further registration with regulatory authorities.

3.8. Tokens may be listed and traded on token exchange platforms. However, the Company does not guarantee or make any representation regarding the availability, liquidity, or functionality of such exchanges for the Tokens.

3.9. This Agreement is not a prospectus, an invitation to invest, or any other type of public offering of securities. It solely serves to outline the functionality of the Token Smart Contract.

3.10. Funds raised during the Token Sale will be utilized at the Company’s discretion as detailed in the White Paper.

4. TOKEN SALE PROCEDURE

4.1. General Provisions the Token Sale: Specific details regarding the procedures for purchasing Tokens by the Buyer may also be provided on the Website. 

The main details of the Token Sale are as follows:

4.1.1. By purchasing Tokens, the Buyer confirms that they understand and do not object to these procedures and material specifications. Failure to comply with such procedures may result in the Buyer not receiving the Tokens.

4.1.2. The purchase of Tokens by the Buyer from the Company during the Token Sale period is final and does not allow for any refunds or returns, except as required by applicable law.

4.1.3. By purchasing Tokens, the Buyer acknowledges that the Company is not obligated to provide refunds for any reason, and the Buyer will not receive their funds back or any other form of compensation.

4.1.4. The Company reserves the right to reject or cancel requests to purchase Tokens at any time at its sole discretion.

4.1.5. The Buyer must provide the Company with an accurate digital wallet address for receiving any Tokens distributed to the Buyer under this Agreement.

4.2. Prohibited Persons

Tokens are not offered, distributed, resold, or otherwise alienated to the following prohibited persons ("Prohibited Persons"):

4.2.1. Citizens, individuals, and legal entities residing in or registered in the United States of America (including its states and the District of Columbia), Puerto Rico, the United States Virgin Islands, or any other U.S. territories;

4.2.2. Citizens, individuals, and legal entities residing in or registered in any country or territory where transactions involving digital tokens are prohibited or restricted by applicable laws or regulations, or that may become prohibited or restricted after the execution of this Agreement;

4.2.3. Individuals classified as Politically Exposed Persons (PEPs) by the Financial Action Task Force (FATF) who have held or currently hold significant governmental positions.

4.3. Prohibited Persons are strictly forbidden from purchasing or using Tokens, and the Company does not offer the purchase or use of Tokens to such persons.

4.4. Upon entering into this Agreement, the Buyer is solely responsible for ensuring the following:

4.4.1. The Buyer or the entity represented by the Buyer is not a Prohibited Person;

4.4.2. The Buyer is permitted to purchase Tokens in accordance with applicable laws and regulations; and

4.2.3. Individuals classified as Politically Exposed Persons (PEPs) by the Financial Action Task Force (FATF) who have held or currently hold significant governmental positions.

4.5. If a Prohibited Person purchases Tokens, such a purchase is considered unlawful, unauthorized, and fraudulent. In such cases, any transactions or operations performed by the Prohibited Person concerning the Tokens shall be deemed invalid, including but not limited to:

4.5.1. Transactions arising from acceptance of this Agreement;

4.5.2. Any transaction related to the acquisition of Tokens; and

4.2.3. Any payment operation.

4.6. The Company assumes no responsibility for the transactions described in this section and, at its sole discretion, may:

4.6.1. Take all necessary and appropriate measures to prevent the consequences of the transactions and operations described above;

4.6.2. Notify the relevant governmental authorities of such transactions or operations; and

4.6.3. Retain all funds transferred by the Prohibited Person and either freeze them pending review by the relevant governmental authority, transfer them to an account designated by the relevant financial authority, or seek compensation for damages in accordance with applicable laws.

4.7. Any Prohibited Person who purchases Tokens bears personal responsibility for damages caused to the Company and agrees to indemnify the Company for all direct losses, as well as reimburse any additional losses and expenses incurred by the Company as a result of such a purchase.

4.8. The Company does not offer or distribute Tokens and does not conduct any business activities subject to state regulation in Singapore, the People's Republic of China, or other countries and territories where transactions involving or utilizing digital tokens are subject to restrictive regulations or require the Company's registration or licensing with any governmental authorities.

5. ACKNOWLEDGEMENT AND ACCEPTANCE OF RISKS

5.1. The Buyer acknowledges and agrees that there are risks associated with purchasing Tokens, storing Tokens, and using Tokens to access Services, as described in Appendix 1 to this Agreement.

5.2. By purchasing Tokens, the Buyer expressly acknowledges and assumes these risks.

6. SECURITY OF THE BUYER’S TOKENS

6.1. The Buyer must take all reasonable measures to protect the wallet or other storage mechanism used to receive and store purchased Tokens, including any necessary private keys or other credentials required to access such storage mechanisms.

6.2. In the event the Buyer loses access to the private keys of the wallet or any other system associated with the Buyer’s account, or fails to provide the login or credentials, the Buyer may lose all Tokens and/or access to their account on the Platform. The Company is not obligated to refund or compensate for any Tokens lost under such circumstances and bears no liability for such losses.

7. BUYER’S PERSONAL INFORMATION

7.1. At its sole discretion, the Company may request certain personal information from the Buyer to comply with applicable laws or regulations related to the sale of Tokens to the Buyer.

7.2. The Buyer agrees to promptly provide such requested information to the Company or any person authorized by the Company and acknowledges that the Company may refuse to sell Tokens to the Buyer until the required information is provided and the Company determines that the sale of Tokens to the Buyer complies with applicable laws.

8. BUYER’S TAX LIABILITY

8.1. The price at which the Buyer purchases Tokens does not include any applicable taxes. The Buyer is solely responsible for determining what taxes apply to the purchase of Tokens, including, but not limited to, sales tax, use tax, value-added tax, and similar taxes.

8.2. The Buyer agrees to independently calculate, withhold, remit, and report all applicable taxes arising from the purchase of Tokens to the relevant tax authorities in their country of residence.

8.3. The Company bears no responsibility for any tax consequences incurred by the Buyer as a result of purchasing Tokens.

9. REPRESENTATIONS AND WARRANTIES

9.1. Buyer’s Representations and Warranties. By purchasing Tokens, the Buyer represents and warrants to the Company that, as of the date of the Token purchase, each of the following representations and warranties is true, accurate, and not misleading:

9.1.1. The Buyer has read and fully understood this Agreement, the White Paper, the Terms of Use, and the Privacy Policy.

9.1.2. The Buyer has reviewed and comprehended the risks associated with Tokens and the use of the Platform, as outlined in Appendix 1.

9.1.3. The Buyer possesses sufficient knowledge and understanding of the functionality, use, storage, transfer mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as digital wallets), blockchain technology, and blockchain-based software systems to evaluate the risks and implications of purchasing Tokens under this Agreement.

9.1.4. The Buyer has obtained all necessary information about the Tokens to make an informed decision regarding their purchase.

9.1.5. The Buyer acknowledges that the value of the Tokens may be subject to extreme volatility over time or may lose their value entirely.

9.1.4. The Buyer has obtained all necessary information about the Tokens to make an informed decision regarding their purchase.

9.1.5. The Buyer acknowledges that the value of the Tokens may be subject to extreme volatility over time or may lose their value entirely.

9.1.6. The Buyer has the legal capacity and all requisite authority to enter into this Agreement, purchase Tokens, and perform their obligations under the terms herein.

9.1.7. If the Buyer is an individual, they confirm that they are at least 18 years of age and possess the full legal capacity to purchase Tokens.

9.1.8. If the Buyer is a legal entity, it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation and in each jurisdiction where it conducts business. Any individual acting on behalf of the Buyer is duly authorized to enter into this Agreement on behalf of the legal entity and assumes responsibility for any breaches of this Agreement.

9.1.9. The Buyer is not a Prohibited Person, nor are they acting on behalf of a Prohibited Person.

9.1.10. The execution and performance of this Agreement will not result in any breach, conflict, or material default with respect to:

(i) any provision of the Buyer’s constitutional documents, where applicable;

(ii) any judgment, order, or decree to which the Buyer is subject or bound, or which governs any of the Buyer’s material assets;

(iii) any material agreement, obligation, or duty to which the Buyer is a party or bound;

(iv) any applicable currency controls, anti-money laundering laws, or other regulatory restrictions applicable to the purchase of Tokens; or

(v) any laws, regulations, or rules applicable to the Buyer.

9.1.11. The Buyer agrees to fulfill any applicable tax obligations in their jurisdiction arising from the purchase of Tokens.

9.1.12. The execution of this Agreement does not require approval or action by any governmental body or third party, except the Buyer.

9.1.13. The funds used by the Buyer to purchase Tokens, whether digital assets, fiat currency, virtual currency, or cryptocurrency, are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing. The Buyer further agrees not to use Tokens to finance, engage in, or support any unlawful activities.

9.2. The Buyer agrees that if their country of residence or other circumstances change in a way that makes any of the representations and warranties stated in Clause 9.1 inaccurate, the Buyer will immediately cease using the Platform.

9.3. The Buyer acknowledges and agrees that Tokens are sold on an “as-is,” “as-available,” and “with all faults” basis. The Buyer purchases Tokens solely at their own risk and without any express or implied representations or warranties from the Company.

9.4. Disclaimer of Representations and Warranties by the Company. The Company explicitly disclaims any and all express and implied warranties or representations with respect to the Tokens and the Platform. This disclaimer applies to all forms of warranties and representations, including but not limited to:

9.4.1. Ownership rights;

9.4.2. Merchantability, fitness for a particular purpose, utility, or suitability of the Platform, Tokens, or their usability for any person;

9.4.3. Suitability, reliability, availability, timeliness, or accuracy of the Platform, Tokens, information, software, products, services, or related graphics contained on the Website for any purpose.

9.5. Without limiting the provisions of Clauses 9.3 and 9.4, the Company does not represent or warrant that the Token purchase process or the receipt of Tokens will be uninterrupted, error-free, virus-free, or free of other harmful components, or that the Tokens will be secure or error-free. As a result, the Buyer acknowledges and agrees that they may lose the entire amount paid to the Company.

10. LIMITATION OF LIABILITY

10.1. Limitation of the Company’s Liability. To the maximum extent permitted by applicable law:

10.1.1. Under no circumstances shall the Company be liable for any damages arising out of or in any way connected to the sale or use of Tokens, use of the Platform, or otherwise related to this Agreement. This includes liability based on contract, tort (including negligence, whether active, passive, or imputed), or any other legal or equitable basis, even if the Company has been advised of the possibility of such damages or if such damages were foreseeable.

10.1.2. Under no circumstances shall the Company’s aggregate liability, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), or any other theory, arising out of or related to this Agreement or the inability to use the Tokens or the Platform, exceed the total amount paid by the Buyer to the Company for the purchase of the Tokens.

10.2. To the maximum extent permitted by applicable law, the Buyer waives any rights or grounds for claims against the Company in any jurisdiction that could result in damages to the Company.

10.3. The Company shall not be liable for any delay or failure to fulfill any obligations under this Agreement if such delay or failure arises from causes beyond the Company’s reasonable control.

10.4. If applicable law does not permit the full or partial enforcement of the above limitation of the Company’s liability, such limitations shall apply only to the extent permissible under the applicable law.

10.5. The Buyer acknowledges and agrees that they are solely responsible for ensuring compliance with any laws applicable in their country of residence regarding the purchase and use of Tokens, and the Company assumes no liability for any unlawful or unauthorized purchase or use of Tokens by the Buyer.

10.6. Indemnification of the Company.

To the maximum extent permitted by applicable law, the Buyer agrees to indemnify, defend, and hold harmless the Company from and against any claims, demands, actions, damages, losses, and expenses (including attorney’s fees) arising out of or related to:

10.6.1. The Buyer’s purchase or use of the Tokens or the Platform;

10.6.2. The Buyer’s obligations under this Agreement, the Terms of Use, or the Privacy Policy;

10.6.3. The Buyer’s breach of this Agreement, the Terms of Use, or the Privacy Policy;

10.6.4. Any inaccuracy in the Buyer’s representations or warranties;

10.6.5. The Buyer’s violation of any rights of another person or entity; and/or

10.6.6. Any act or omission by the Buyer that constitutes negligence, illegality, or willful misconduct.

10.7. The Company reserves the right, at its sole discretion, to take over and manage the defense and resolution of any claims or disputes that are subject to indemnification under Section 10.6, with all associated costs and expenses to be borne by the Buyer. This indemnification obligation is supplemental to, and does not replace, any other indemnification agreements between the Buyer and the Company. 

10.8. The Company shall not be held liable or responsible for any failure or delay in the performance of its obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, labor disputes, production interruptions, electrical or telecommunications failures, hardware or software malfunctions, errors in smart contracts, earthquakes, storms, blockades, embargoes, riots, governmental acts or decrees, terrorism, wars, pandemics, technological changes, interest rate fluctuations, monetary policy changes, or, for the avoidance of doubt, modifications to any blockchain protocol.

10.10 Release. To the fullest extent permitted by applicable law, the Buyer irrevocably releases and discharges the Company from any and all liabilities, claims, demands, damages (whether actual or consequential), or disputes, whether known or unknown, arising out of or relating to any disputes between the Buyer and the Company, or any actions or omissions by third parties.

The Buyer explicitly waives the protection of any statutory or common law provisions that would limit the scope of this release to claims that the Buyer is aware of or suspects to exist at the time of agreeing to this release.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Governing Law. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the jurisdiction of incorporation, without regard to its conflict of laws principles or rules (whether of the jurisdiction of incorporation or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

11.2. Dispute Resolution. The Buyer and the Company shall endeavor to resolve in good faith any dispute arising out of or in connection with this Agreement, including but not limited to disputes relating to its existence, validity, interpretation, breach, or termination, as well as any non-contractual obligations or other matters arising out of or related to this Agreement (hereinafter referred to as "Disputes"). If the parties are unable to resolve any Dispute within 90 days of receiving notice of the Dispute, such Dispute shall be finally resolved through arbitration as set forth in Section 11.3.

11.3. Arbitration. All Disputes shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (LCIA), as in effect at the date of commencement of the arbitration, which are incorporated by reference into this Section.

11.3.1. Composition of the Arbitral Tribunal

The arbitral tribunal shall consist of three arbitrators. Each party to this Agreement shall appoint one arbitrator. Should either party fail to appoint an arbitrator within 30 days of the commencement of the arbitration proceedings, the London Court of International Arbitration (LCIA) shall appoint an arbitrator on behalf of the defaulting party. The two arbitrators so appointed shall, within 30 days of their appointment, jointly select a third arbitrator, who shall serve as the presiding arbitrator.

11.3.2. Seat and Language of Arbitration

The seat of arbitration shall be London, United Kingdom. The arbitration proceedings shall be conducted in the English language.

11.3.3. Final and Binding Award

Any arbitral award issued shall be final and binding on the parties from the date of its issuance. The parties agree to comply with the award without delay.

11.3.4. Confidentiality

The parties undertake to maintain the confidentiality of all matters relating to the arbitration, including but not limited to the arbitration proceedings, submissions, evidence, and any arbitral awards, to the fullest extent permitted by law. This confidentiality obligation shall not apply to disclosures required by law or necessary for the enforcement of an arbitral award.

12. Miscellaneous Provisions

12.1. Entire Agreement. This Agreement constitutes the entire agreement between the Buyer and the Company regarding the purchase of Tokens from the Company. This Agreement supersedes all prior or contemporaneous representations, agreements, arrangements, or communications, whether written or oral, between the Buyer and the Company concerning the subject matter of this Agreement.

12.2. Severability. If any provision of this Agreement, or any provision incorporated into this Agreement in the future, is found to be illegal, invalid, or unenforceable under the laws of any jurisdiction, the legality, validity, or enforceability of the remaining provisions of this Agreement in that jurisdiction shall not be affected.

12.3. Amendments to the Agreement. The Company reserves the right to amend, modify, add, or delete portions of this Agreement at any time, for any reason, during and after the Token Sale, by posting the amended Agreement on the Website. The revised Agreement shall become effective upon its publication by the Company unless otherwise specified. If you do not agree to comply with the revised Agreement, you must cease using the Platform.

12.4. Assignment of Rights and Obligations. The Company may assign its rights and obligations under this Agreement at its sole discretion.

12.5. No Waiver by the Company. Failure by the Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

12.6. Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Buyer and the Company and does not create rights for any other person or entity.

12.7. Notices.  All notices, requests, claims, demands, and other communications relating to this Agreement (“Notices”) provided by the Company to the Buyer, including this Agreement, shall be delivered electronically by:

12.7.1. Posting the Notice on the Website; or

12.7.2. Sending an email to the address associated with the Buyer’s account.

12.8. Notices provided via the Website become effective upon posting, and Notices delivered via email become effective when the Company sends the email. The Buyer is responsible for maintaining the accuracy of their email address. Any email sent by the Company to the email address associated with the Buyer’s account shall be deemed received by the Buyer, regardless of whether the Buyer has actually received or read the email.

12.9. Notices sent by the Buyer to the Company must be in English and delivered by email to the Company’s designated email address. Such Notices shall become effective one business day after they are sent.

12.10. Negotiated Terms

Each party has had the opportunity to negotiate, propose, exclude, and supplement the provisions of this Agreement. All terms of this Agreement are jointly agreed upon by the parties. The drafting circumstances of this Agreement shall not affect the interpretation of its provisions or the allocation of the burden of proof between the parties. If the Buyer has any suggestions for amending, correcting, or supplementing this Agreement, they may contact the Company via its designated email address.

12.11. References

The annexes are an integral part of this Agreement, and any reference to this Agreement includes the annexes. In this Agreement, references to “Sections,” “Clauses,” or “Annexes” are references to the sections, clauses, and annexes of this Agreement.

12.12. Interpretation

Unless otherwise specified or clearly implied by the context:

12.12.1. References to the singular include the plural and vice versa;

12.12.2. References to the masculine gender include the feminine gender and vice versa;

12.12.3. References to a person include any individual, entity, association, partnership, government, governmental authority, joint venture, trade union, or other representative body of workers, regardless of its separate legal personality;

12.12.4. References to a person include their legal personal representatives, successors, or permitted assignees;

12.12.5. References to a company include any corporation or other corporate body, wherever and however incorporated or established;

12.12.6. References to a “business day” mean a day beginning at 12:00 a.m. Pacific Time on the respective date and ending at 11:59 p.m. Pacific Time of the subsequent date; and

12.12.7. Unless otherwise stated in this Agreement, references to time shall be Pacific Time.

12.13. Headings in this Agreement are inserted for convenience and reference only and do not affect its interpretation.

12.14. References to “this Agreement” and phrases of similar meaning refer to this Agreement as a whole and not to any specific provision of this Agreement.

12.15. Wherever the words “include,” “includes,” or “including” appear in this Agreement, they shall be deemed to be followed by the words “without limitation.”

APPENDIX 1: RISK DISCLOSURE

Acquisition of Tokens involves a high degree of risk. Buyers must carefully review the following information about these risks before deciding to purchase Tokens. Should any of these risks materialize, they could have a significant adverse impact on the Company's operations, the functionality of the Platform, and the value of the Tokens.

The Company has outlined the risks and uncertainties it considers material, but these are not exhaustive. Additional risks and uncertainties, including those currently unknown to the Company or deemed immaterial, may also have a significant adverse effect on the Company’s operations, the Platform’s functionality, and the Tokens’ value.

1. RISKS RELATED TO THE VALUE OF TOKENS

1.1. Lack of Rights, Features, or Attributes
Tokens do not confer any rights to their holders and lack specific uses, purposes, attributes, or functionalities, whether express or implied, beyond the scope of the Platform. The Company does not guarantee or make any representations to the Buyer that Tokens confer any rights or may be used outside the Platform.

1.2. Lack of Token Liquidity
Since Tokens have not previously been traded on public markets, the Token Sale may not lead to the establishment of market liquidity, and Token prices may remain highly volatile. Even after Tokens are listed on secondary markets, active buyers may not emerge, resulting in significantly low demand for Tokens. In the worst-case scenario, Token holders may be unable to sell their Tokens at expected prices.

1.3. Risks Related to High Speculativeness of Trading
Pricing of digital tokens on secondary markets is typically opaque and subject to speculation. Tokens do not provide ownership rights in the Company's assets and are therefore not backed by any tangible assets. The market value of Tokens may fluctuate significantly over short periods. There is a high risk that a Token holder may lose the entire amount spent on purchasing Tokens. In the worst-case scenario, Tokens may lose all value.

1.4. Tokens May Lack Value
Tokens may lack any inherent or market value, and there are no guarantees of Token liquidity. The Company assumes no responsibility for the market value of Tokens, their liquidity, or their tradability on any Token markets.

1.5. Tokens Are Non-Refundable
The Company is under no obligation to refund any payments made for the purchase of Tokens, and Token holders have no entitlement to recover paid funds or receive any other form of compensation. The Company provides no assurances regarding the future value of Tokens, including intrinsic value or marketability, and no guarantees that Tokens will have any particular value. Consequently, refunds for amounts spent on purchasing Tokens are impossible.

2. RISKS RELATED TO BLOCKCHAIN AND SOFTWARE

2.1. Risk of Blockchain Delays
On the Arbitrum One blockchain, the sequencing of transactions within blocks is determined by network validators based on their incentives and criteria, and it cannot be predetermined. For instance, cryptocurrency transferred in the final seconds of a Token Sale distribution period may not be recorded in that period. The Buyer acknowledges and understands that the Arbitrum One blockchain may fail to process the Buyer's transaction at the expected time, potentially resulting in the Buyer not receiving the Tokens.

2.2. Risk of Blockchain Overload
The Arbitrum One blockchain may experience periodic overloads during which transactions may be delayed or lost. Additionally, individuals may deliberately spam the network to gain an advantage in purchasing cryptographic tokens. The Buyer acknowledges and understands that, during the process of recording transactions on the Arbitrum One blockchain, their transaction may be delayed or rejected entirely.

2.3. Risk of Software Vulnerabilities
The concept of the Token Smart Contract, the underlying software applications, and the blockchain platform (i.e., Arbitrum One) are still in the early stages of development and have not been fully tested. There are no assurances or guarantees that the Token creation process will be uninterrupted or error-free. Inherent risks include vulnerabilities, bugs, or errors in the software that may lead to the complete loss of cryptocurrency and/or Tokens.

2.4. Risk of Emerging Technologies
The Platform, Tokens, and all provisions described in the White Paper are new and untested. The Platform is undergoing continuous development and improvements. The Buyer should not rely on the future stability of the Platform, the Token Smart Contract, or other elements of the Platform. Even if the Platform’s development is fully completed and implemented, it may not function as intended, and Tokens may lack the expected functionality or value. Furthermore, the rapid pace of technological advancements may render the Platform and Tokens obsolete.

3. SECURITY RISKS

3.1. Risk of Loss of Private Keys
Tokens purchased by the Buyer may be stored in the Buyer’s digital wallet, access to which requires a private key or a combination of private keys. Loss of these private keys, which are associated with the Buyer’s digital wallet holding the Tokens, will result in the loss of the Tokens or access to the Token balance. Additionally, any third party who gains access to these private keys, including access to login credentials for the wallet or wallet service used by the Buyer, may misappropriate the Buyer’s Tokens. The Company accepts no liability for such losses.

3.2. Risk of Unauthorized Access
Tokens may be subject to unauthorized transfer or theft. Hackers or other malicious entities may attempt to exploit the Token Smart Contract through various means, including, but not limited to, malware attacks, denial-of-service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, since the Arbitrum One blockchain operates on open-source software, there is a risk that the Arbitrum One Smart Contract may contain intentional or unintentional vulnerabilities or errors. These vulnerabilities may adversely affect Tokens or result in the loss of Tokens or access to Token balances. In the event of such vulnerabilities, Token holders may not have any remedies or means of compensation.

3.3. Risk of Public Key Mismatch
If the Buyer fails to associate their public key with their account, the system may be unable to recognize the Buyer’s Token balance on the Arbitrum One blockchain at the time of creating the new blockchain ledger for the Platform.

3.4. Risk of Wallet Incompatibility
The wallet or wallet service provider used to acquire and store Tokens must be technically compatible with the Tokens. Failure to ensure compatibility may result in the Buyer losing access to their Tokens.

4. RISKS ASSOCIATED WITH PLATFORM DEVELOPMENT

4.1. Risks Arising from Platform Dependency on Third Parties
Even if the Platform's development is fully completed, its operation may depend entirely or partially on the actions of third parties responsible for its implementation, maintenance, and ongoing support. There are no guarantees that these third parties will fulfill their duties or obligations properly or in a manner that meets the Platform’s requirements. Any such failure could have materially adverse consequences for the Platform's functionality.

4.2. Dependency on the Company’s Management
The Company’s ability to maintain the Platform’s competitiveness heavily relies on its management team. The loss, reduction, or inability to retain qualified personnel could have a significant adverse impact on the Platform’s operations. Competition for experienced personnel is high due to a limited pool of qualified professionals, making it challenging for the Company to retain its current management team or attract additional skilled leaders. Such factors could materially and adversely affect the Platform’s performance.

4.3. Dependency on Various Factors
The Platform’s operation may be discontinued for various reasons, including a lack of user interest, insufficient funding, failure to achieve commercial success or viability, or the departure of key personnel.

4.4. Lack of Interest in the Platform
Even if the Platform's development is fully completed and accepted, its stability depends on interest and participation from third parties, such as users. There are no assurances that the Platform will attract sufficient interest from its target audience.

4.5. Changes to the Platform
The Platform remains under development and may undergo significant changes over time. While the Company intends to develop the Platform with the features and specifications outlined in its White Paper, the Company may alter such features and specifications for various reasons. Additionally, any third party impacting the Platform's operations may also implement changes, which could result in a Platform that does not meet the Buyer’s expectations.

4.6. Risks Related to Other Projects
The Company may participate in other, alternative projects promoted by unaffiliated third parties, in which the Token may lack intrinsic value.

4.7. Adverse Cryptocurrency Exchange Rate Fluctuations
Proceeds from the Token Sale will be denominated in Cryptocurrency and may be converted into other cryptocurrencies or fiat currencies. Adverse fluctuations in cryptocurrency exchange rates during or after the Token Sale may impair the Company’s ability to fund future operations or maintain the Platform in its anticipated form.

5. RISKS ARISING FROM COMPANY OPERATIONS

5.1. Conflicts of Interest
The Company may engage in transactions with related parties, including its majority shareholder, entities controlled by such shareholder, or entities in which the shareholder holds an interest. The Company may continue engaging in such transactions in the future. Conflicts of interest may arise between the Company and its affiliated parties, potentially resulting in transactions on terms that deviate from market standards.

5.2. Risks Related to the Invalidity of the Company’s Transactions
The Company has undertaken various actions related to its operations that may be challenged and declared invalid for non-compliance with applicable legal requirements. Given the potential for multiple interpretations of applicable laws, the Company may be unable to successfully defend against such challenges. The invalidation of any such transactions, whether individually or collectively, could have materially adverse consequences for the Platform's functionality.

5.3. Risks Associated with Operating in Emerging Markets
The Company may operate in developing markets that present greater risks compared to more established markets, including significant legal, economic, and political risks. Developing economies are prone to rapid changes, and information provided in this Agreement or on the Company’s Website may become outdated relatively quickly.

6. GOVERNMENTAL RISKS

6.1. Uncertain Regulatory Framework
The regulatory status of cryptographic tokens, digital assets, and blockchain technology remains unclear or unsettled in many jurisdictions. It is difficult to predict how governmental authorities will regulate these technologies. Additionally, it is uncertain whether any governmental authority may enact changes to existing laws, regulations, or rules that would affect cryptographic tokens, digital assets, blockchain technology, or their applications. Such changes could adversely affect the Tokens in various ways, including, for example, by classifying Tokens as regulated financial instruments requiring registration. The Company may be forced to cease the distribution of Tokens, discontinue Platform development, or terminate operations in certain jurisdictions if government actions render the Company's activities illegal or commercially impracticable.

6.2. Failure to Obtain or Maintain Licenses and Permits
As of the commencement of the Token Sale, there are no legal requirements obligating the Company to obtain licenses or government permits to conduct its operations. However, there is a risk that such legal requirements may be enacted in the future, potentially impacting the Company. If such requirements arise, the Company’s operations will depend on securing and maintaining the necessary licenses or permits and complying with their terms. Regulatory authorities exercise discretion in issuing and renewing licenses and monitoring compliance, which may result in delays or interruptions. Requirements imposed by these authorities, such as adhering to numerous standards, hiring qualified personnel, maintaining technical infrastructure, monitoring activities, and providing documentation or information upon request, could prove costly and time-consuming, causing delays in the Platform’s operations. Furthermore, private individuals and the general public may intervene in the licensing process through legal challenges or political pressure. As a result, the Company may fail to obtain or renew a license, experience delays in doing so, or face other obstacles that hinder efficient operations.

6.3. Risk of Governmental Actions
The industry in which the Company operates is new and may be subject to increased oversight and regulation by governmental authorities. There are no guarantees that government authorities will refrain from interfering with the Company’s operations. Any such interference could expose the Company to litigation, fines, or sanctions or compel the Company to restructure its operations. These actions could have a significant adverse impact on the value of Tokens and/or the operation of the Platform.

6.4. Risks Arising from Applicable Laws and Regulations
Non-compliance with existing laws, regulations, or governmental directives could subject the Company to penalties, leading to significant additional costs that may negatively affect its operations and the Platform's functionality. The Company’s activities and assets are subject to regulation by various governmental entities, which maintain ongoing oversight to ensure compliance with applicable laws, rules, and standards. Regulatory authorities possess considerable discretion in interpreting and enforcing these laws, rules, and standards. These authorities may conduct periodic audits of the Company’s activities and assets throughout the year. Such audits could result in findings of non-compliance, which the Company may be unable to contest or remedy effectively. Non-compliance could result in fines, stricter sanctions, demands to cease certain operations, or criminal and administrative proceedings against the Company’s officers. Any such decisions, sanctions, or an increase in regulatory scrutiny could raise the Company’s operational costs and materially and adversely affect its business and the Platform.

6.5. Unlawful or Arbitrary Government Actions
Government authorities may exercise broad discretion and, at times, act selectively or arbitrarily, including in ways that contravene the law or are influenced by political or commercial considerations. Furthermore, government authorities may intervene in private contracts by issuing legislative acts that cancel, alter, or terminate such agreements. Examples of unlawful, selective, or arbitrary government actions include denial or revocation of licenses, sudden and unexpected tax audits, criminal prosecution of officers, and civil lawsuits. Government authorities may also exploit regulatory gaps regarding token sales as a pretext for legal actions or claims to invalidate related transactions, often for political reasons.