TERMS OF GARI TOKEN SALE

IN THESE TERMS, WORDS AND EXPRESSIONS NOT OTHERWISE DEFINED SHALL, WHERE NOT INCONSISTENT WITH THE CONTEXT, HAVE THE MEANINGS RESPECTIVELY ASCRIBED THERETO IN ANNEX 1 TO THESE TERMS.

The following Terms govern the Token Sale between the Token Vendor and you, for your intended purchase of the Tokens from the Token Vendor, during the Sale Period. Each of you and the Token Vendor shall hereinafter be referred to as a “Party”, and collectively, you and the Token Vendor shall hereinafter be referred to as the “Parties”.

Please read the terms set out herein carefully. 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 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 or investment product, or a solicitation for any form of regulated investment 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 Token Vendor 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.

Please note that you are not eligible and you are not to purchase any Tokens in the Token Sale if you are an Excluded Person.

By accepting these Terms and purchasing Tokens, you agree to be legally bound by these Terms (including the Annexes hereto) and you expressly acknowledge and represent that you have carefully reviewed these Terms and fully understand the risks, costs, and benefits of purchasing Tokens.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR PURCHASE ANY TOKENS.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to a “Paragraph” and “Annex” are to be construed as references to the paragraphs of and the annexes to these Terms.

The Parties HEREBY AGREE as follows:

1. INTRODUCTION

1. Unless otherwise stated herein, these Terms (including the Annexes hereto) shall govern your purchase of Tokens from the Token Vendor in the Token Sale during the Sale Period.

2. The Token Vendor is Chingari Holdings Limited, a British Virgin Islands Business company with limited liability and with the company number of 2071332 and have its registered office suited at Jayla Place, 2nd Floor, Road Town, Tortola, British Virgin Islands, VG1110.

3. The Token Sale is conducted only during the Sale Period.

4. The proceeds from the Token Sale will be deployed to fund the development of the GARI Project. Gari is being built on Solana blockchain and aims to build a crypto-powered creator economy.

5. No information contained in or on, and no part of the following:

a) the finalized, published and adopted version or draft of the Whitepaper or any other documents uploaded on the website of the Company accessible at https://gari.network/, the Company’s Telegram channel which is accessible at https://t.me/garitokenofficial, the Company’s medium which is accessible at https://medium.com/@gari.network (collectively, the “Channels”); [K1]

b) the Designated Web Address or any website or other social media channels directly or indirectly linked to the Whitepaper or the Channels; or any other information or document, shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Token Vendor in respect of any information contained in or on, or any part of, the items as stated in Paragraphs 1.5(a) to (b) above.

2. ELIGIBILITY TO PURCHASE TOKENS

Eligibility to participate

1. You shall not participate in the Token Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token Sale is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation or rule in your country of residence or domicile.

2. You are not eligible and you are not to purchase any Tokens in the Token Sale if:

a) you are an individual who is citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;

b) you are a body corporate which is incorporated in, or operates out of, an Excluded Jurisdiction, or your operator(s) are citizens of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;

c) you are the subject of any sanctions administered or enforced by any country or government or international authority;

d) you are a person who is otherwise prohibited or ineligible in any way, whether in full or in part, from participating in the Token Sale; or such Token Sale is 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, (collectively, the “Excluded Persons”).

Whitelisting

3. As part of its Whitelisting and verification procedures, the Token Vendor and/or KuCoin may require you to furnish such documents and information (and which includes photographs and/or videos evidencing the existence of such documents and information) so as to prove your identity, status and/or eligibility to purchase Tokens in the Token Sale.

4. The Token Vendor reserves the right, in its sole and absolute discretion, to reject your intended purchase of Tokens if you are unable to furnish such documents or information to the Token Vendor’s sole and absolute satisfaction. Only participants who have been successfully Whitelisted by the Token Vendor to its sole and absolute satisfaction for the Token Sale shall be eligible to purchase Tokens in the Token Sale. In the event that you have not been successfully Whitelisted by the Token Vendor:

a) provided that your transfer of KCS to the Designated Account as payment for such attempted purchase of Tokens is successfully received in the Designated Account and notwithstanding any provision in these Terms, and notwithstanding any provision in these Terms, the Token Vendor may, at its sole and absolute discretion, provide a refund of such transfer in full or in part without interest and net of all administrative and/or third party charges and/or other 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;

b) save for any refund that the Token Vendor may elect to provide under Paragraph 2.4(a), the Token Vendor shall have no obligations in any form or manner whatsoever to you in respect of such attempted purchase; and save for your right to any such refund under Paragraph 2.4(b), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted purchase.

3. SALE PERIOD AND TARGET AGGREGATE AMOUNT

1. The Token Sale is undertaken during the period (the “Sale Period”):

a) commencing at 19:00:00 on January 16, 2022(UTC); and

b) ending on the earlier of:

i. at 00:00:00 on January 18, 2022 [K2] (UTC); and

ii. in an event of the Early Target Fulfilment, the Early Closure Time, (the “Sale Expiry Time”).

Please note that Paragraph 3.4 will be applicable to any attempted purchase of Tokens after the Sale Expiry Time. The Sale Expiry Time will be announced by the Token Vendor as soon as practicable thereafter on the Channels or such other channels of communication as may be determined by the Token Vendor.

2. The event that the aggregate number of Tokens purchased in the Token Sale are no less than 1,000,000 USDT (the “Target Aggregate Amount”) at any time prior to 00:00:00 on January 18, 2022 [K3] (UTC) (the “Early Target Fulfilment”), the Token Sale will be closed by the Token Vendor at the time of such Early Target Fulfilment (the “Early Closure Time”).

3. The Token Vendor may, at its sole and absolute discretion, determine that the Early Closure Time or the Sale Expiry Time shall be such time other than as set out in Paragraphs 3.2 and 3.1(b) respectively, or that the Target Aggregate Amount shall be such amount other than as set out in Paragraphs 3.2.

4. In the event that you attempt to make a purchase of Tokens after the Sale Expiry Time and you have made any payment for such attempted purchase of Tokens, you acknowledge and agree that:

a) provided that your transfer of KCS to the Designated Account as payment for such attempted purchase of Tokens is successfully received in the Designated Account and notwithstanding any provision in these Terms, and notwithstanding any provision in these Terms, the Token Vendor may, at its sole and absolute discretion, provide a refund of such transfer in full or in part without interest and net of all administrative and/or third party charges and/or other 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;

b) save for any refund that the Token Vendor may elect to provide under Paragraph 3.4(a), the Token Vendor shall have no obligations in any form or manner whatsoever to you in respect of such attempted purchase; and

c) save for your right to any such refund under Paragraph 3.4(b), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted purchase.

4. ACCEPTED CRYPTOCURRENCIES, PURCHASE CONSIDERATION, MINIMUM PURCHASE AMOUNTS, MAXIMUM PURCHASE AMOUNTS AND TRANSFER PROCEDURE

Purchases only through the Designated Web Address

1. You may only purchase Tokens in the Token Sale through the Designated Web Address and no other website or place. In the event that you purport to purchase Tokens through any website or place other than the Designated Web Address, you acknowledge and agree that:

a) the Token Vendor shall have no obligation to deliver, and you shall have no right to receive, any Tokens;

b) the Token Vendor shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the Purchase Consideration transferred by you through such other website or place; and

c) the Token Vendor shall have no obligations to you in any manner or form in respect of such purported purchase.

Accepted cryptocurrencies for purchase

2. The Token Vendor shall accept, as payment for the purchase of Tokens, only KCS. No legal tender, fiat currencies, cryptocurrencies, blockchain assets or tokens other than KCS shall be accepted as payment for purchase of Tokens. Subject to the provisions of these Terms, your purchase of Tokens under these Terms shall be deemed to be a confirmed purchase only upon a written confirmation from KuCoin that your transfer of KCS to the Designated Account, as payment for your intended purchase of Tokens, is successful and complete.

Purchase Consideration

3. The consideration for the purchase of Tokens (the “Purchase Consideration”) in the Token Sale shall be 0.2 USDT (price in KCS will be determined on the day and the time of the public sale)[K4] for each Token. Any fractional number of Tokens which you are entitled to receive for a confirmed purchase of Tokens (to the extent not rejected by the Token Vendor in accordance with these Terms), determined based on the amount of KCS for such confirmed purchase at the Purchase Consideration as received at the Designated Account in KCS, shall be rounded down to the nearest 1^th decimal place of a Token. Notwithstanding the foregoing of this Paragraph 4.3, the Token Vendor reserves the right to adjust, in its sole and absolute discretion, the Purchase Consideration at any time during the Sale Period.

Maximum Purchase Amount

4. The maximum Purchase Consideration for each purchase of Tokens in the Token Sale shall be 50 USD (price in KCS will be determined on the day of the public sale)[K5] , excluding all administrative and/or third-party charges and/or other transaction fees (if any) that may be incurred by you in connection with such transfer of such KCS (the “Maximum Purchase Amount”). Notwithstanding the foregoing of this Paragraph 4.5, the Token Vendor reserves the right to adjust, in its sole and absolute discretion, the Maximum Purchase Amount at any time during the Sale Period.

5. In the event that you attempt to purchase Tokens of an amount exceeding the Maximum Purchase Amount, you acknowledge and agree that,

a) provided that your transfer of KCS to the Designated Account as payment for such attempted purchase of Tokens is successfully received in the Designated Account and notwithstanding any provision in these Terms, the Token Vendor may, at its sole and absolute discretion:

i. deliver such number of Tokens to you of an amount based on the Maximum Purchase Price and provide a refund of such amount for the part of the transfer which is in excess of the Maximum Purchase Amount without interest and net of all administrative and/or third party charges and/or other 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; or

ii. provide a refund of such transfer in full or in part without interest and net of all administrative and/or third-party charges and/or other 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;

b) in the case where Paragraph 4.5(a)(i) is applicable, save for any Tokens that the Token Vendor may elect to deliver thereunder, or in the case where Paragraph 4.5(a)(ii) is applicable, save for any refund that the Token Vendor may elect to provide thereunder, the Token Vendor shall have no obligations in any form or manner whatsoever to you in respect of such attempted purchase; and

c) in the case where Paragraph 4.5(a)(i) is applicable, save for your right to such Tokens thereunder, or in the case where Paragraph 4.5(a)(ii) is applicable, save for your right to any such refund (whether in whole or in part) thereunder, you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted purchase.

6. The Purchase Consideration shall be exclusive of all administrative and/or third-party charges and/or other transaction fees (if any) that may be incurred in connection with your transfer of the Purchase Consideration for your intended purchase of Tokens. Any such administrative and/or third-party charges and/or other transaction fees (if any) incurred in connection with your transfer of the Purchase Consideration for your intended purchase of Tokens shall be borne by you. It shall be your sole responsibility to ensure that the amount of transaction fees paid by you to miners in connection with your transfer of KCS, as payment for your intended purchase of Tokens, is sufficient for your transfer to be confirmed on the KuCoin Exchange as a successful and complete transfer prior to the Sale Expiry Time. Any amount(s) of transaction fees recommended by the Token Vendor through the Designated Web Address, the Channels or any other public or private communication channel is only indicative, and may not be representative or reflective of the actual amount(s) of transaction fees required for your transfer to be confirmed on the KuCoin Exchange as a successful and complete transfer prior to the Sale Expiry Time. Accordingly, there is no assurance that any amount(s) of transaction fees recommended by the Token Vendor through the Designated Web Address, the Channels or any other public or private communication channel will be sufficient for your transfer to be confirmed on the KuCoin Exchange as a successful and complete transfer prior to the Sale Expiry Time.

Address for directing transfers of Purchase Consideration

7. You shall transfer KCS as Purchase Consideration for your intended purchase of Tokens to the Designated Account as may be provided to you by the Token Vendor within the Transfer Period.

8. Any transfer of KCS as Purchase Consideration for your intended purchase of Tokens under Paragraph 4.9 shall be made from your KCS Wallet. In the case where you transfer KCS to the Designated Account from the address of an account or wallet other than your KCS Wallet, regardless of whether such transfer is successfully received in the Designated Account, you acknowledge and agree that:

a) the Token Vendor shall not be under any obligation to deliver any Tokens to you;

b) the Token Vendor shall not have any obligation to provide any refund for any part of such transfers of KCS to the Designated Account to you;

c) the Token Vendor shall not have any obligation in any form or manner whatsoever to you in respect of such attempted purchase; and

d) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted purchase.

9. The KCS transferred to the Designated Account as Purchase Consideration for your purchase, and successfully received in the Designated Account, shall be released and transferred to such address(es) on the relevant blockchain(s) as may be designated by the Token Vendor.

10. Any transfer of KCS as Purchase Consideration for your intended purchase of Tokens in the Token Sale shall be made to only the Designated Account and no other address. In the event that any transfer is made to any address or place other than the Designated Account, or made after the expiry of the Sale Period, you agree and acknowledge that:

a) such Purchase Consideration will not be received by the Token Vendor and shall be regarded by the Token Vendor as invalid transfers, and the Token Vendor shall not be under any obligation whatsoever to deliver any Tokens to you;

b) the Token Vendor shall have no obligations in any form or manner whatsoever to you in respect of such attempted purchase; and

c) you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted purchase.

Attempts to double spend and purchases in violation of laws

11. In the event that the Token Vendor discovers, at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 5, any attempt by you to double spend KCS in the transfer of KCS as Purchase Consideration for your attempted purchase, or that your purchase of Tokens is determined to be in violation of any applicable laws, regulations or rules and you have made any transfers of KCS for such attempted purchase or such attempted purchase is in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such transfers of KCS as Purchase Consideration are reflected as successfully received in the Designated Account, that the attempted purchase of Tokens will be regarded as invalid and/or void ab initio, and:

a) the Token Vendor shall have no obligation to provide, and you shall have no right to receive, any refund for any transfers of KCS made by you whether such transfer was made to the Designated Account and successfully received in the Designated Account or otherwise;

b) the Token Vendor shall not be obliged to deliver any Tokens to you and shall have no obligations in any form or manner whatsoever to you in respect of such attempted purchase; and

c) you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such attempted purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted purchase.

IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT THERE IS NO ATTEMPT TO DOUBLE SPEND AND THAT YOUR TRANSFER OF KCS AS PURCHASE CONSIDERATION FOR THE PURCHASE OF TOKENS IS NOT IN VIOLATION OF ANY APPLICABLE LAWS, REGULATIONS OR RULES IF YOUR INTENTION IS NOT FOR PARAGRAPH 4.13 TO APPLY TO YOUR PURCHASE OF TOKENS.

5. RESPONSIBILITY TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS

1. For purposes of your transfer of KCS as Purchase Consideration and receipt of any refund (where applicable) in the Token Sale, you shall have the sole responsibility to establish, and maintain, in fully operational, secure and valid status, access to a KCS Wallet and maintain, in your fully secure possession, the credentials for accessing such KCS Wallet and the private key (where applicable) of such KCS Wallet. For the avoidance of any doubt, any refunds that the Token Vendor may provide to you under these Terms shall be made only in KCS based on the amount of KCS transferred by you as Purchase Consideration and shall not in any other fiat or cryptographic currency, and shall not be based on any exchange rate.

2. For purposes of your receipt of Tokens, you shall have the sole responsibility to establish and/or maintain, in fully operational, secure and valid status, access to a KCS Wallet and maintain, in your fully secure possession, the credentials for accessing such KCS Wallet and the private key (where applicable) of such KCS Wallet.

3. Any transfer of refunds and delivery of Tokens respectively will be made to the KCS Wallet from which you had transferred the Purchase Consideration only and not to any other account, blockchain address or wallet.

4. In the event of any loss, hack or theft of cryptocurrencies from your KCS Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or courses of action in any way whatsoever against the Token Vendor and/or the Indemnified Persons.

5. Any obligation of the Token Vendor to deliver any Tokens to you or provide you with any refund under these Terms shall be subject to your compliance with the provisions of Paragraphs 5.1 to 5.3. In the event that the Token Vendor is unable to deliver any Tokens to you or provide you with any refund under these Terms due to your KCS Wallet not being initialized, valid or operational, the Token Vendor may, at its sole and absolute discretion, hold such Tokens or refund in escrow or do such other acts as it may determine and shall not be obliged to deliver any Tokens to you or provide you with any refund.

6. DELIVERY OF TOKENS AND RIGHTS OF TOKEN HOLDERS

1. Subject to the receipt in the Designated Account of transfers of KCS as Purchase Consideration in respect of confirmed purchases of Tokens from the Token Vendor, the Token Vendor shall on a best endeavours basis deliver the Tokens for such confirmed purchases to such address of your KCS Wallet in accordance with Paragraph 5.3 on such date as may be announced by the Token Vendor on its Channels after the Sale Expiry Time. Tokens shall be deemed to be received by you upon confirmation of receipt of Tokens in the KCS Wallet mentioned in Paragraph 5.3.

2. The delivery of Tokens to you in accordance with Paragraph 6.1 shall only be made on satisfaction of all of the following:

a) you being successfully Whitelisted by the Token Vendor to the Token Vendor’s sole and absolute satisfaction;

b) your fulfilment of the Token Vendor’s Know-Your-Client requirements to the Token Vendor’s sole and absolute satisfaction;

c) receipt by the Token Vendor in full of the Purchase Consideration for your purchase of Tokens at the Designated Account in accordance with Paragraph 4;

d) the KCS Wallet provided by you to the Token Vendor in accordance with Paragraph 5.3 being maintained in fully operational, secure and valid status; and

e) the transfers of KCS as Purchase Consideration being successfully received in the Designated Account.

3. Tokens shall be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Token Vendor. The Token Vendor hereby expressly disclaims all express and implied warranties in relation to Tokens and the delivery thereof.

4. Any availability, transferability or tradability of Tokens on any cryptocurrency exchange shall not be construed, interpreted or deemed by you as an indication of the merits of the Token Vendor, the Project Group, the GARI Project, the Whitepaper, the Channels, the Token Sale or the Tokens.

5. Save for such right as may be granted by the Token Vendor, in its sole and absolute discretion, to holders of Tokens to use and access certain functions within the [Chingari App[K6] ] as described in the Whitepaper [K7] (with the terms and conditions, and extent, of any such granted right also being determined by the Token Vendor in its sole and absolute discretion), ownership and holding of Tokens shall carry no other rights, express or implied, in relation to you, the Token Vendor or any other person.

6. To the extent that the Token Vendor determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with the purchase of Tokens, you shall provide such information promptly upon such request in such form or manner as the Token Vendor may require, and you acknowledge and accept that the Token Vendor may refuse to sell or withhold delivery of Tokens to you until such requested information has been provided to the satisfaction of the Token Vendor. You shall notify the Token Vendor of any change in the documents and information provided by you to the Token Vendor and in the absence of any notification in writing notifying of any change, the Token Vendor is entitled to assume that the information provided by you remain true, correct, not misleading and unchanged.

7. WITHDRAWALS, CANCELLATIONS, REJECTIONS OF PURCHASES AND TERMINATION OF TOKEN SALE

1. Upon successful receipt in the Designated Account of KCS as Purchase Consideration for the purchase of Tokens from the Token Vendor, save as provided for under these Terms:

a) such transfer shall be deemed to be final; and

b) unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals or cancellations of transfers or purchases, or any refunds.

2. The Token Vendor reserves the right, in its sole and absolute discretion, to reject any purchases of Tokens or terminate the Token Sale at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6. The Token Vendor further reserves the right, in its sole and absolute discretion, to treat the Token Sale and any purchase of Tokens therein as being invalid, notwithstanding any delivery of Tokens which may have been effected in accordance with Paragraph 6, 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 Token Sale to any extent.

3. The Token Vendor reserves the right, in its sole and absolute discretion, to reject any purchases of Tokens by any participant at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6 in the event that you are not successfully Whitelisted to the Token Vendor’s sole and absolute satisfaction.

4. In the event of any such rejection of your purchase of Tokens, termination of the Token Sale or the completed Token Sale being treated as invalid, where you have made any transfer of KCS as Purchase Consideration for such rejected purchase of Tokens or such purchase of Tokens which is the subject of the terminated Token Sale or the completed Token Sale being treated as invalid (as the case may be), you acknowledge and agree that:

a) provided that your transfer of KCS to the Designated Account as payment for such intended purchase of Tokens is successfully received in the Designated Account and notwithstanding any provision in these Terms, the Token Vendor may, notwithstanding any provision in these Terms, elect in its sole and absolute discretion to provide a refund of such Purchase Consideration in full or in part without interest and net of all administrative and/or third party charges and/or other 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;

b) save for any refund that the Token Vendor may elect to provide under Paragraph 7.4(a), the Token Vendor shall have no obligations in any form or manner whatsoever to you in respect of such intended purchase; and

c) save for your right to any such refund under Paragraph 7.4(a), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such intended purchase, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such intended purchase.

8. REFUND OF PURCHASE CONSIDERATION

1. You acknowledge, agree, and confirm that there shall be no refund of any transfers of KCS made by you to the Token Vendor in any form or manner unless clearly provided for under these Terms. All risks in relation to any refund of transfers of KCS made pursuant to these Terms shall be borne absolutely by you and none of the Token Vendor and/or the Indemnified Persons shall be liable for any such risks.

2. In each case where the Token Vendor elects, in accordance with these Terms, to provide a refund of any transfer of KCS as Purchase Consideration made by you for any intended purchase, the Token Vendor shall transfer such amount of KCS as may be equivalent to the amount refundable to the address of the KCS Wallet in accordance with Paragraph 5.3.

3. Notwithstanding Paragraph 8.2, in the case where the Token Vendor elects, in accordance with these Terms, to provide a refund of any transfers of KCS made by you as Purchase Consideration for any intended purchase, but where the address of an account or wallet from which you have transferred the Purchase Consideration is not a KCS Wallet, you acknowledge and agree that:

a) the Token Vendor shall not have any obligation to ensure your receipt of any such refund;

b) the Token Vendor shall not have any obligation in any form or manner whatsoever to you in respect of such refund; and

c) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Token Vendor and/or the Indemnified Persons in connection with or arising from such refund, and shall further hold harmless, the Token Vendor and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such refund.

9. REPRESENTATIONS AND WARRANTIES[K8]

By accepting these terms, you represent and warrant to the Token Vendor as follows:

1. you are not an Excluded Person;

2. 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 or investment product in any jurisdiction;

3. you are not a citizen or resident of a country the laws of which prohibit or conflict with the Token Sale or your participation in the Token Sale;

4. you acknowledge and agree that these Terms do not constitute a prospectus or offer 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 or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

5. you acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the GARI Project, the Tokens or the proceeds of the Token Sale, or to receive sums paid out of such profits, income, or other payments or returns;

6. 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;

7. 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 Token Vendor;

8. you have read and understood all of these Terms including the Annexes hereto;

9. the KCS Wallet provided by you in accordance with Paragraph 5.3 is fully operational, secure and valid;

10. you have full power and capacity to accept these Terms and perform all your obligations hereunder and, in the case, where you are accepting these Terms on behalf of a corporation:

a) such corporation is duly incorporated and validly existing under the applicable laws; and

b) are duly authorised to accept these Terms and procure the performance of obligations hereunder;

11. if you are a natural person, you are of sufficient age and capacity under the applicable laws 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;

12. you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as:

a) any kind of currency other than cryptocurrency;

b) debentures, stocks or shares issued by the Token Vendor;

c) rights, options or derivatives in respect of such debentures, stocks or shares;

d) 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;

e) units in a collective investment scheme;

f) units in a business trust;

g) derivatives of units in a business trust; or

h) any other security, class of securities or form of investment (whether regulated or otherwise);

13. you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, blockchain assets, and tokens including Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

14. 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 Token Sale via the Designated Web Address, the Token Vendor, the Project Group, the Token Sale, the Tokens, your purchase of Tokens, the KCS Wallet referred to in Paragraph 5, your provision of the KCS Wallet referred to in Paragraph 5, and the GARI Project, including but not limited to the risks set out in the Annex 2 hereto;

15. these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and neither the purchase of, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

16. you are not a citizen or resident of any jurisdiction in which either the purchase of, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;

17. no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your purchase of Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

18. the cryptocurrencies that you will use to purchase Tokens were not and are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation or rule;

19. none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your related corporations (if any), any of your directors or officers nor, any of your employees, agents or any other person acting on behalf of your or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that:

a) is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;

b) is currently the subject of any sanction administered by the OFAC or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the "Sanctions");

c) is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or

d) has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

20. (in the case where you are accepting these Terms on behalf of a corporation) the operations of you and any of your related corporations, are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in Singapore and of all jurisdictions in which you and your related corporations conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving you or your related corporations with respect to Money Laundering Laws is pending and, no such actions, suits or proceedings are threatened or contemplated against you or your related corporations;

21. none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your participation in the Token Sale is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

22. if you are affiliated with a Foreign Bank, or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Token Vendor that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;

23. you have sufficient cryptocurrencies to fulfil your obligations under these Terms and the Token Sales in respect of any purchase of Tokens by you;

24. 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;

25. 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;

26. you bear the sole responsibility to determine what tax implications your participation in the Token Sale and/or purchase of Tokens may have for you and agree not to hold the Token Vendor, the Indemnified Persons or any other person involved in the Token Sale liable for any tax liability associated with or arising therefrom;

27. you agree and acknowledge that none of the Token Vendor and/or the Indemnified Persons is 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;

28. you waive the right to participate in a class action lawsuit or a class wide arbitration against the Token Vendor, the Indemnified Persons and/or any person involved in the Token Sale and/or with the creation and distribution of the Tokens; and

29. 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 notwithstanding the receipt by you of all of the Tokens.

30. The Purchaser has sufficient knowledge and experience in business and financial matters to be able to evaluate the risks and merits of its purchase of Tokens and is able to bear the risks thereof.

31. this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

32. the execution, delivery and performance of this Agreement shall not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice of (i) any provision of the Purchaser’s organizational documents, if applicable; (ii) any provision of any judgment or order to which the Purchaser is a party, by which the Purchaser is bound, or to which any of the Purchaser’s material assets are subject; (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound; or (iv) any Laws applicable to the Purchaser.

33. the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and the acquisition of the Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iii) the Purchaser’s subscription and payment for this Agreement, continued beneficial ownership of this Agreement, exchange for Tokens or continued beneficial ownership of the Tokens will not violate any applicable securities or other Laws of the Purchaser’s jurisdiction.

34. the Purchaser hereby represents that (i) it has satisfied itself as to the full observance of applicable Law in connection with its entry into this Agreement, including (x) the legal requirements within its jurisdiction for the entry into this Agreement and the acquisition of the Tokens, (y) any foreign exchange restrictions applicable to such purchase or exchange, and (z) any Governmental Authority or other consents that may need to be obtained; (ii) the offer and sale is being made in compliance with Rule 903(a) of Regulation S promulgated pursuant to Section 5 of the U.S. Securities Act of 1933 (the “Securities Act”) and specifically recognizes that the offer and sale of the Tokens is being made (y) in an “offshore transaction” and (z) no “direct selling efforts” were made in the United States by the Project Group or any party affiliated with, or representing, the Project Group; (iii) the Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, exchange, sale or transfer of, as relevant, this Agreement and the Tokens; and (iv) the Purchaser’s subscription and payment for this Agreement, continued beneficial ownership of this Agreement, exchange for Tokens or continued beneficial ownership of the Tokens will not violate any applicable securities or other Laws of the Purchaser’s jurisdiction. The Purchaser agrees to resell any Tokens that it receives only in accordance with this Agreement and the provisions of Regulation S under the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption therefrom, and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

35. The Purchaser hereby represents that:

a) Purchaser is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act who is not purchasing for the account or benefit of a U.S. Person as defined under Regulation S under the Securities Act;

b) The offer and sale of any Tokens herein was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and the Purchaser is not acquiring the Tokens for the account or benefit of any U.S. Person;

c) Purchaser will not, during the restricted period that is applicable to any Tokens set forth in the legend set forth below (the “Restricted Period”), offer or sell any of the foregoing (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 or other than in accordance with Regulation S, or engage in hedging transactions with regard to any Tokens prior to the expiration of the Restricted Period; and

d) Purchaser will, after the expiration of the applicable Restricted Period, offer, sell, pledge or otherwise transfer any Tokens (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.

e) Purchaser acknowledges and agrees that any Tokens will be deemed to bear the legend set forth below (in addition to any other legends required by applicable federal, state or foreign securities laws or provided in any other agreement with the Project Group):

THE TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE PROJECT GROUP DOES NOT INTEND TO REGISTER THEM. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF ANY TOKEN DELIVERY, THIS TOKENS MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH INTERESTS) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, OTHER THAN TO DISTRIBUTORS, UNLESS TOKENS ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF ANY TOKEN DELIVERY, YOU MAY RESELL TOKENS ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE INTERESTS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. A HOLDER OF THE TOKENS WHO IS A DISTRIBUTOR, DEALER, SUB-UNDERWRITER OR OTHER SECURITIES PROFESSIONAL, IN ADDITION, CANNOT, PRIOR TO THE ONE YEAR ANNIVERSARY OF THE DATE OF ANY TOKEN DELIVERY, RESELL THE INTERESTS TO A U.S. PERSON AS DEFINED BY RULE 902(k) OF REGULATION S UNLESS THE INTERESTS ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

f) Neither the Purchaser nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to U.S. Persons with respect to any Tokens. The purchase of any Tokens has not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the requirements of the Securities Act.

g) Neither the Purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any Tokens. Purchaser agrees not to cause any advertising of any Tokens to be published in any publication or posted in any public space and not to issue any circular relating to any Tokens in the United States.

h) At the time of offering to the Purchasers and communication of the Purchasers’ decision to purchase the Tokens and at the time of the Purchasers’ execution of this agreement or submission of any Exercise Notice pursuant thereto, the Purchasers or persons acting on the Purchasers’ behalf in connection therewith were not located outside the United States.

i) Purchaser has satisfied itself as to the full observance of the Laws of its jurisdiction in connection with any invitation to purchase Tokens, including (a) the legal requirements within its jurisdiction for the purchase of any Tokens, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Tokens pursuant thereto. The Purchaser’s receipt of Tokens will not violate any applicable securities or other Laws or regulations of the Purchaser’s jurisdiction.

36. the Purchaser will not acquire and will not transfer any Tokens within or engage (except as specifically authorized by the Project Group) in any activity relating to the sale, distribution or any other use of Tokens in Excluded Jurisdiction.

37. the Purchaser will not transfer, directly or indirectly, any Tokens acquired hereunder to any Prohibited Person or any person or entity controlling, controlled by or under common control with such a person.

38. the Purchaser will not transfer directly or indirectly any of its Tokens to any person unless the proposed transferee has made the same representations and warranties as set out herein.

39. the Purchaser has been advised that this Agreement may constitute a security within its jurisdiction of residence and that the offers and sales of this Agreement and the Tokens to be transferred hereunder have not been registered under any country’s securities Laws and, therefore, cannot be resold except in compliance with (i) this Agreement, and (ii) applicable Laws.

40. the Purchaser is entering into this Agreement for its own account, not as a trustee, nominee, representative or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

41. the Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.

42. the Purchaser has read and fully considered and understands this Agreement and that the Purchaser has evaluated the Purchaser’s investment in the light of the Purchaser’s financial condition and resources.

43. THE PURCHASER ACKNOWLEDGES, AGREES AND ASSUMES ALL RISKS ASSOCIATED WITH THIS AGREEMENT AND THE TOKENS INCLUDING, WITHOUT LIMITATION, THOSE RISKS DISCLOSED IN OR ATTACHED TO THIS AGREEMENT.

44. the Purchaser is aware of the Project Group’s business affairs and financial condition and has acquired sufficient information about the Project Group to reach an informed and knowledgeable decision to enter into this Agreement.

45. the Purchaser hereby acknowledges and agrees that the entry into this Agreement and the potential transfer of Tokens hereunder involve risks, all of which the Purchaser fully and completely assumes, including, without limitation, the risk that (i) the technology associated with the Platform shall not function as intended; (ii) the Platform and TIE shall not be completed; (iii) the Platform shall fail to attract sufficient interest from key stakeholders; and (iv) the Project Group and/or the Platform may be subject to investigation and punitive actions from Governmental Authorities.

46. the Purchaser has significant experience with, and understanding of, the usage and intricacies of cryptographic tokens and blockchain based software systems and the storage and transmission mechanisms associated with cryptographic tokens.

47. the Purchaser accepts that (i) the Tokens shall be created and delivered to the Purchaser at the sole risk of the Purchaser on an “AS IS” and “UNDER DEVELOPMENT” basis; and (ii) the use of the Platform by the Purchaser is also on an “AS IS” and “UNDER DEVELOPMENT” basis and there is no obligation of any kind on the Project Group or any Affiliate of the Project Group to further support and/or develop the Tokens.

48. the Purchaser has not relied on any representations or warranties made by the Project Group outside of this Agreement, including, without limitation, conversations of any kind, whether through oral or electronic communication, or the Information Materials.

49. THE PURCHASER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY TOKENS AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE PROJECT GROUP OR ANY OTHER PERSON, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE TOKENS.

50. the Purchaser has no right or claim pursuant to this Agreement against the Project Group other than in the event of the Project Group’s breach of this Agreement.

51. the Purchaser waives any right it has now or may obtain in the future to participate in a class action lawsuit or a class wide arbitration against the Project Group.

52. the Purchaser will comply with all applicable tax and tax reporting obligations in the Purchaser’s jurisdiction arising from this Agreement and the holding of Tokens.

53. the Purchaser bears sole responsibility for any taxes as a result of the matters and transactions the subject of this Agreement, and any future acquisition, ownership, use, sale or other disposition of Tokens held by the Purchaser.

54. to the fullest extent permitted by applicable Law, the Purchaser does hereby indemnify, defend and hold the Project Group harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) with respect to any taxes (other than any net income taxes of the Project Group that result from the issuance or transfer of Tokens to the Purchaser pursuant to this Agreement) associated with or arising from the Purchaser’s purchase of Tokens hereunder, or the use or ownership of Tokens.

55. the Project Group retain all right, title and interest in all of their intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulas, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

56. The Purchaser has no right to claim as a holder of Tokens any intellectual property rights, functionality or equivalent rights or any other form of participation in, or relating to, the Project Group.

57. the Purchase Amount is not derived from or related to any unlawful activities, including, without limitation, money laundering or terrorist financing, and that the Purchaser shall not use the Tokens to finance, engage in, or otherwise support any unlawful activities, and all payments shall be made only in the Purchaser’s name from a digital wallet or bank account not located in a Excluded Jurisdiction. Any breach of or failure to comply with this shall give the Project Group the right to refuse (i) any application made by the Purchaser for Tokens, and (ii) the transfer, or further transfer, of any Tokens to the Purchaser.

58. the Project Group may run any check or enquiry with any third party providers and the Purchaser waives any privacy or other rights in connection therewith and acknowledge that any breach of this representation by the Purchaser shall entitle the Project Group to terminate this Agreement with immediate effect, including, without limitation, and in addition to any other action the Project Group may take, the restriction of access to the Tokens and/or the Platform.

59. the Purchaser shall promptly respond and fully collaborate with all requests made by the Project Group in connection with its, or third parties’, ‘know your client’, tax reporting and anti-money laundering policies and that any breach or failure to comply with this Agreement shall give the Project Group the right refuse any application by the Purchaser.

60. the use of the Tokens, the development of the Platform by its owner and the Project Group’s operations may cease in one or more jurisdictions in the event that the actions of any Governmental Authority or changes of Laws make it unlawful or commercially undesirable to continue to do so.

61. although the Tokens may be tradeable, they are not, and in no case may be understood, deemed, interpreted or construed to be or to be representative of, any kind of (i) currency, legal tender, means of payment, money or deposit, whether fiat or otherwise, nor any substitute for such currency, legal tender, money or deposit; (ii) investment (whether secured or unsecured), equity interest, proprietary interest, economic right (including any kind of right to payment, income, dividend, profit, or other return, or any sums to be paid, or likely to be paid, out of such), share or similar interest in or claim against any person, asset, entity, organization, scheme, venture or project (including the Project Group); (iii) equity, debt or hybrid instrument, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, bond, warrant, certificate or instrument entitling the holder to interest, dividends or any kind of return, nor any other financial instrument; (iv) right, title, interest or benefit whatsoever in whole or in part, in Project Group or any assets related to them, other than the right to use the Tokens as a means to enable usage of, and interaction with and within, the Platform if successfully completed and deployed; or (v) any commodity that any person is obliged to redeem or purchase.

62. any Token terms and conditions, as issued by the Project Group from time to time (the “Token Terms and Conditions”) shall apply with respect to the Tokens transferred hereunder and that in the event of any inconsistency between this Agreement and the Token Terms and Conditions, this Agreement shall prevail to the extent of any such inconsistency.

63. the Token Terms and Conditions may be varied at any time by the Project Group in its sole and absolute discretion and that all such variations that are notified to the Purchaser by the Project Group in writing shall apply as if expressly incorporated into this Agreement, the necessary changes having been made.

64. the Purchaser’s participation pursuant to this Agreement is distinct from a sale of Tokens by the Project Group governed only by the Token Terms and Conditions insofar as certain provisions of the Token Terms and Conditions may be amended as specified herein, but otherwise all other provisions of the Token Terms and Conditions apply to the Purchaser as a buyer of Tokens.

65. the Project Group and/or any third party service provider selected by the Project Group may provide the Purchaser (or the Purchaser’s designated agents) statements, reports, and all other communications relating to (A) the Project Group; (B) the Purchaser’s entry in this Agreement; and (C) the Purchaser’s acquisition of the Tokens (collectively, the “Project Group Information”), in electronic form, such as through a file attached to an email sent to the email address provided by the Purchaser or over a private internet site in lieu of or in addition to sending such Project Group Information as hard copies via facsimile or mail. If the Project Group Information is made available over the internet, the Purchaser may be notified of its availability through an email sent to the email address provided by the Purchaser. The Purchaser agrees that all Project Group Information provided to the Purchaser via email notification or website will be deemed to have been good and effective delivery to the Purchaser when sent or posted, regardless of whether the Purchaser actually or timely receives or accesses such Project Group Information. Email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. Each of the Project Group and any third party service provider reserves the right to intercept, monitor and retain emails messages to and from its systems to the fullest extent permitted by applicable Law. The Project Group’s entry into this Agreement is conditioned on the Purchaser’s consent to electronic delivery of Project Group Information. The Purchaser agrees that it is solely responsible for notifying the Project Group in writing of any change in the Purchaser’s email address and that the Project Group may not seek to verify or confirm the Purchaser’s email address as provided.

66. it is bound by any affirmation, assent or agreement that the Purchaser (or any of the Purchaser’s designated agents) transmits to the Project Group or its affiliates by computer or other electronic device, including internet, telephonic and wireless devices.

67. when the Purchaser (or any of the Purchaser’s designated agents) clicks on an “I Agree,” “I Consent,” or other similarly worded button or entry field whereby my mouse, keystroke or other device, the Purchaser’s agreement or consent will be legally binding and enforceable against the Purchaser and will be the legal equivalent of the Purchaser’s (or any of the Purchaser’s designated agents) handwritten signature on an agreement that is printed on paper.

68. this Agreement is in all respects intended by each party hereto to be deemed and construed to have been jointly prepared by the parties and the parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.

69. WITH RESPECT TO THIS AGREEMENT AND THE TOKENS, THE PROJECT GROUP SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE PROJECT GROUP DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE PLATFORM ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS OR THE PLATFORM WILL BE CORRECTED. THE PROJECT GROUP CANNOT AND DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE DELIVERY MECHANISM THE FOR TOKENS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

70. THE REPRESENTATIONS AND WARRANTIES OF THE PURCHASER CONTAINED IN THIS AGREEMENT AND ANY OTHER INSTRUMENT PROVIDED BY THE PURCHASER TO THE PROJECT GROUP IN CONNECTION HEREWITH ARE TRUE, ACCURATE AND NOT MISLEADING AS OF THE DATE OF THIS AGREEMENT OR SUCH INSTRUMENT, AS RELEVANT, AND SHALL BE DEEMED TO HAVE REAFFIRMED ON ALL SUCH OTHER DATES AS THE PURCHASER CONTINUES TO HOLD ANY TOKENS.

71. The Token Vendor does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

a) the information set out on the Whitepaper, the Channels or any other place;

b) the Token Vendor;

c) the Project Group;

d) KuCoin;

e) KuCoin Exchange;

f) the Token Sale;

g) the Tokens;

h) your purchase of Tokens;

i) the Designated Account;

j) the Designated Web Address;

k) the KCS Wallet; and

l) the GARI Project.

10. DISCLAIMERS

1. To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Token Vendor hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

a) any sale or transfer of any Tokens acquired by you hereunder to any person at any time;

b) the cryptocurrencies used to purchase Tokens 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;

c) 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;

d) rejection of purchases of Tokens or termination of the Token Sale pursuant to Paragraph 7.2;

e) failure or delay in the delivery by the Token Vendor, and receipt by you, of Tokens in accordance with Paragraph 6;

f) failure, malfunction or breakdown of, or disruption to, the operation of the Token Vendor, the Tokens or any technology (including but not limited to smart contract technology) on which the Token Vendor, the Project Group, KuCoin, KuCoin Exchange, the GARI Project, the Tokens, the Designated Account, the Designated Web Address, the KCS Wallet or the Token Sale relies on, 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;

g) 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 Token Vendor, the Project Group, KuCoin, KuCoin Exchange, the GARI Project, the Tokens, the Designated Account, Designated Web Address, the KCS Wallet or the Token Sale, due to occurrences of hardforking, 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;

h) any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable) and other material characteristics of Tokens;

i) decreases or volatility in traded prices or trading volume of Tokens (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable);

j) failure or unfitness of Tokens for any specific purpose;

k) the manner of utilisation of the proceeds received by the Token Vendor from the Token Sale;

l) failure to disclose information relating to the progress of the Token Sale;

m) loss of possession of the credentials for accessing, or (where applicable) loss or destruction of the private keys of, the KCS Wallet referred to in Paragraph 5 in any manner and to any extent;

n) failure or delay in the availability of Tokens for trading on a cryptocurrency exchange (if applicable);

o) any rejection of trading of Tokens by a cryptocurrency exchange (if applicable);

p) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable) or other material characteristics of the Tokens;

q) any risks associated with the Whitepaper, the Channels, the Token Vendor, the Project Group, KuCoin, KuCoin Exchange, the Token Sale, Tokens, your purchase of Tokens, the KCS Wallet referred to in Paragraph 5, your provision of the KCS Wallet referred to in Paragraph 5, the Designated Account, the Designated Web Address and the GARI Project, including but not limited to the risks set out in Annex 2 hereto; and

r) all other risks, direct, indirect or ancillary, whether in relation to the Whitepaper, the Channels, the Token Vendor, the Project Group, KuCoin, KuCoin Exchange, the Token Sale, Tokens, your purchase of Tokens, the KCS Wallet referred to in Paragraph 5, your provision of the KCS Wallet referred to in Paragraph 5, the Designated Account, the Designated Web Address and the GARI Project which are not specifically or explicitly contained in or stated in these Terms or set out in Annex 2 hereto.

2. In the event of any loss, hack or theft of cryptocurrencies from the Designated Account, the Receiving Address or the KCS Wallet referred to in Paragraph 5, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

1. To the maximum extent permitted by the applicable laws, regulations and rules:

a) the Token Vendor 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 purchase of, use, receipt or holding of Tokens by you;

b) the aggregate liability of the Token Vendor, in tort, contract or otherwise, arising out of or in connection with the purchase of, use, receipt or holding of Tokens by you shall be limited to the amount of KCS transferred by you as Purchase Consideration for your intended purchase hereunder; and

c) you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.

2. To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Vendor 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 Token Vendor or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

12. NO ASSIGNMENT

Subject to these Terms, only you and no other person shall have the right to any claim against the Token Vendor in connection with your purchase 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 Token Vendor to the assignee or transferee.

13. INTELLECTUAL PROPERTY RIGHTS

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 Whitepaper, the Channels, the Token Vendor, the Project Group, KuCoin, KuCoin Exchange, the Token Sale, the Tokens, the Designated Web Address, your purchase of Tokens, and the GARI Project.

2. There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by the Token Vendor.

14. SURVIVING TERMS

Notwithstanding the expiry of the Sale Period, any delivery of Tokens to you or any termination of the Token Sale pursuant to these Terms, Paragraphs 9 to 22, and the Annexes hereto shall remain valid and in full force and effect.

15. NO WAIVER

Any failure of the Token Vendor 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 Token Vendor to assert any right(s), claim(s) or causes of action against you.

16. ENTIRE AGREEMENT

1. These Terms 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 Token Sale and your purchase of Tokens.

2. In the event that the Token Vendor discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Token Vendor reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Token Vendor and the Indemnified Persons from losses, damages, harm or degradation of any form and manner.

17. TAXES

1. The Purchase Consideration that you transfer as payment 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”).

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.

3. The Token Vendor 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.

18. NOTICES

1. Any notice or other communication to be given under these Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:

a) left at the address of that Party or posted by prepaid airmail/first-class/registered post addressed to that Party at such address, in which case such notice shall be deemed to have been delivered and received at the time of delivery; or

b) transmitted by email or facsimile, in which case such notice shall be deemed to be delivered and received at the time of transmission in legible form.

PROVIDED that where, in the case of delivery by hand, the delivery occurs after 6.00 p.m. on a business day or on a day which is not a business day, receipt shall be deemed to occur at 9.00 a.m. on the next business day.

2. For the purposes of these Terms, the contact details of the Token Vendor shall be the contact details (including, if applicable, the details of the person for whose attention a notice or communication is to be addressed) as the Token Vendor may announce on the Channels or notify to you in writing from time to time in accordance with the requirements of this Paragraph 18.

3. For the purposes of these Terms, your contact details shall be such contact details as you may notify to the Token Vendor in writing from time to time in accordance with the requirements of this Paragraph 18.

19. GOVERNING LAW AND JURISDICTION

1. These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

2. Any Dispute shall be resolved in accordance with this Paragraph 19.

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.

4. Each Party agrees to use its best endeavours to settle any Dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice given under Paragraph ‎19.3.

5. Only in the event that a Dispute is not settled in accordance with Paragraph 19.4 then either Party may, by notice in writing to the other Party, either refer the Dispute to arbitration pursuant to Paragraph 19.6.

6. In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator to be nominated by the Token Vendor. The language of the arbitration shall be in English.

7. Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 19.5, the Parties will continue to comply with their respective obligations under these Terms.

20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

1. Subject to Paragraph 20.2, the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Terms.

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.

21. SEVERANCE AND PARTIAL INVALIDITY

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.

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.

ANNEX 1

DEFINITIONS

1. In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

“Approvals” has the meaning ascribed to it in Paragraph 9.17.

“KCS” means an ERC-20 compliant cryptocurrency on the Ethereum network at address: 0x039b5649a59967e3e936d7471f9c3700100ee1ab, also known as the KuCoin Shares.

“KuCoin” means Peken Global Limited, a company incorporated in Seychelles and which operates the KuCoin Spotlight platform at https://www.kucoin.com/spotlight-center.

“KuCoin Exchange” means the cryptocurrency exchange operated by KuCoin and which is accessible at https://www.kucoin.com/.

“KCS Wallet” means an account established and maintained on the KuCoin Exchange and which you have successfully initialized and is owned by you.

“GARI Project[K9] ” means the Gari Project which is Empowering Short Video Content Creators With Social Tokens. The GARI Token introduces to Chingari App users a gateway into the blockchain space. The goal is to empower both creators and viewers on the Chingari App with technological tools to interact directly with each other and allow all users on the Chingari App to participate in the long-term direction of the social economy impacting the GARI Token.

“Channels” has the meaning ascribed to it in Paragraph 1.5(a).

“Chingari App” means [10] Chingari mobile app and website and their associated services

“Close associate” in relation to a senior foreign political figure means a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

“Designated Account” means the Token Vendor’s account with the KuCoin Exchange for the receipt of KCS as Purchase Consideration for your purchase of Tokens.

“Designated Web Address” means https://www.kucoin.com/spotlight-center

“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 Paragraph 19.3.

“double spend” means to undertake, or attempt to undertake, two (2) different transactions on the Ethereum blockchain or any other cryptocurrency network and spend the same account balance on each of the transactions.

“Early Closure Time” has the meaning ascribed to it in Paragraph 3.2.

“Early Target Fulfilment” has the meaning ascribed to it in Paragraph 3.2.

“Excluded Persons” has the meaning ascribed to it in Paragraph 2.2.

“Excluded Jurisdiction” means any of the following: a country or jurisdiction (a) which prohibits the purchase of any virtual currency, participation in token sales, or other similar activities, or (b) where it is likely that the sale of GARI would be construed as the sale of a security (howsoever named) or investment product (including without limitation the United States of America, Canada, New Zealand, Thailand, Japan, Singapore and People's Republic of China), or (c) with strategic anti-money laundering / counter-financing of terrorism deficiencies most recently identified by the Financial Action Task Force at <http://www.fatf-gafi.org/countries/#high-risk>, jurisdictions in which designated individuals and entities are identified by the MAS for the purposes of regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore at <http://www.mas.gov.sg/regulations-and-financial-stability/anti-money-laundering-countering-the-financing-of-terrorism-and-targeted-financial-sanctions/targeted-financial-sanctions/lists-of-designated-individuals-and-entities.aspx>, any jurisdiction which is the subject of any sanctions administered or enforced by any country or government or international authority (including without limitation, People’s Republic of China, Comoros, Hong Kong, Seychelles, Syria, Thailand, USA, Ivory Coast, Cuba, Democratic Republic of Congo, Republic of Congo, Iran, Iraq, Liberia, North Korea, Syria, Venezuela, Yemen, Zimbabwe, East Timor, Cambodia, Laos, Tanzania, Serbia , Tunisia, Uganda, Mali, Afghanistan, Albania, Central African Republic, Somalia, Malawi, Mozambique, Kyrgyzstan, Bosnia and Herzegovina, Uzbekistan, Turkmenistan, Burundi, South Sudan, Sudan (North), Republic of Guinea, Guinea South Africa, the Republic of Northern Macedonia, the Lebanese Republic, Kosovo, Libya, Ethiopia, Sri Lanka, Trinidad and Tobago. Barbados, Botswana, Ghana, Jamaica, Mauritius, Pakistan, Nicaragua, Panama), and any jurisdiction in which the Token Sale is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction.

“Foreign Bank” means a non-United States of America banking institution.

“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 Token Vendor’s subsidiaries, related companies, affiliates, directors, officers, employees, agents, service providers, successors, and permitted assignees.

“MAS” means the Monetary Authority of Singapore.

“Maximum Purchase Amount” has the meaning ascribed to it in Paragraph 4.4.

“OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.

“Payable Tax” has the meaning ascribed to it in Paragraph 17.1.

“Purchase Consideration” has the meaning ascribed to it in Paragraph 4.3.

“Project Group” means the Chingari Holdings Ltd. (British Virgin Islands Company Registration No. 2071332) and its affiliates, which are developing the GARI Project.

“Receiving Address” means the Designated Account(es) or address(es) on the relevant blockchain as the Token Vendor may transfer the proceeds from the Token Sale to.

“Sale Expiry Time” has the meaning ascribed to it in Paragraph 3.1(b).

“Sale Period” has the meaning ascribed to it in Paragraph 3.1.

“Sanctions” has the meaning ascribed to it in Paragraph 9.18.

“Senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

“Target Aggregate Amount” has the meaning ascribed to it in Paragraph 3.2.

“Terms” means the terms and conditions contained in these “Terms of the GARI Token Sale”, as amended, supplemented, updated or substituted from time to time and includes the Annexes hereto.

“Token Sale” means the sale of Tokens to you in accordance with these Terms.

“Token Vendor” means Mars Voyage Limited, a company incorporated under the Business Company Act of the British Virgin Islands with the company number of 2059866 and having its registered office situated at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands[K11]

“Tokens” means the GARI Tokens, a native cryptographic token associated with the GARI Project, and “Token” shall be construed accordingly.

“Transfer Period” means the period from such time that a purchase is made until the Sale Expiry Time.

“Website” means the website of the Token Vendor which is accessible at https://gari.network/

“Whitelist” means to be identified by the Token Vendor to be eligible to participate in the Token Sale, subject to satisfactory Know-Your-Client and anti-money laundering and counter-financing of terrorism checks being conducted by the Token Vendor, or such other criteria as may be imposed by the Token Vendor in connection therewith at their sole and absolute discretion, and “Whitelisted” shall be construed accordingly.

“Whitepaper” means the whitepaper entitled “Welcome to GARI” published by the Token Vendor, which is accessible on the Website: https://media.chingari.io/apipublic/uploads/Gari+Whitepaper+V1.03.pdf

2. In these Terms, a reference to:

a) the Token Vendor includes a reference to its duly authorised agents and/or delegates;

b) a person includes a reference to any individual, body corporate, unincorporated association or partnership;

c) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

d) the masculine gender includes the feminine and neuter genders and vice versa;

e) the singular includes the plural and vice versa; and

f) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

ANNEX 2

RISK FACTORS

You should carefully consider and evaluate each of the following risk factors and all other information contained in the Terms before deciding to participate in the Token Sale. To the best of the Token Vendor’s knowledge and belief, all risk factors which are material to you in making an informed judgement to participate in the Token Sale have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of the Token Vendor and/or the Project Group and the development, maintenance and level of usage of the GARI Project could be materially and adversely affected. In such cases, the trading price of Tokens (in the case where they are listed on a cryptocurrency exchange) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your Tokens. THE TOKENS BEING SOLD HEREUNDER INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE PURCHASERS WHO CAN BEAR THE LOSS OF THEIR ENTIRE PURCHASE SHOULD ACQUIRE THE TOKENS.

The Tokens being sold hereunder have been registered or qualified under the securities Laws of any jurisdiction anywhere in the world. It is being offered and sold only in jurisdictions where such registration or qualification is not required, including, without limitation, pursuant to applicable exemptions that generally limit the purchasers who are eligible to (i) enter into the agreement and that restrict its transfer, assignment or resale; and/or (ii) acquire Tokens and that restrict their transfer, assignment or resale. The Tokens may not be offered, sold, assigned or otherwise transferred, pledged or hypothecated except as permitted pursuant to the provisions of (i) this agreement; and (ii) applicable Law.

The Tokens are not regulated by any central bank, or other Governmental Authority. The Project Group provides no representation as to the legal status of the Tokens in any jurisdiction. The Project Group does not provide investment advice with regard to the entry into this agreement or the purchase of the Tokens. The entry into this agreement and the issuance or transfer of the Tokens shall be subject to the Purchaser’s acceptance and execution of the relevant legal disclosures and agreements in connection therewith. It is the Purchaser’s sole responsibility to seek professional advice prior to entering into this agreement with the Project Group or acquiring Tokens from the Project Group.

NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS

NO INVITATION IS MADE HEREUNDER TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS TO (I) ENTER INTO ANY AGREEMENT WITH THE PROJECT GROUP; OR (II) ACQUIRE ANY TOKENS FROM THE PROJECT GROUP. NO SALE OF TOKENS SHALL BE MADE TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS.

NOTICE TO RESIDENTS OF ALL OTHER JURISDICTIONS

NO ACTION HAS BEEN TAKEN TO PERMIT THE OFFER, SALE, POSSESSION OR DISTRIBUTION OF THE TOKENS OR ANY RELATED DOCUMENTS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. YOU ARE REQUIRED TO INFORM YOURSELF ABOUT, AND TO OBSERVE ANY RESTRICTIONS RELATING TO, THE TOKENS AND ANY RELATED DOCUMENTS IN YOUR JURISDICTION.

THE OFFER AND SALE OF THE TOKENS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE OUTSIDE THE UNITED STATES TO NON U.S. PERSONS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THE TOKENS MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ANY TOKENS PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAVE BEEN ACQUIRED TO HOLD FOR THE LONG TERM AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNLESS SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

GENERAL NOTICE

THE SALE OF THE TOKENS IS NOT UNDERWRITTEN. THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY SET BY THE PROJECT GROUP. THERE CAN BE NO ASSURANCE THAT ANY OF THE TOKENS SHALL BE SOLD.

THE TOKENS HAVE BEEN APPROVED OR DISAPPROVED BY ANY GOVERNMENTAL AUTHORITY, NOR HAS ANY SUCH GOVERNMENTAL AUTHORITY REVIEWED THIS DOCUMENT FOR ACCURACY OR COMPLETENESS. BECAUSE THE TOKENS HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR ASSIGNABILITY, TRANSFERABILITY OR RESALE. EACH PROSPECTIVE PURCHASER SHOULD PROCEED ON THE ASSUMPTION THAT THEY MUST BEAR THE ECONOMIC RISKS OF THE ACQUISITION OF THE TOKENS FOR AN INDEFINITE PERIOD, SINCE THE TOKENS MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE TOKENS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET SHALL DEVELOP IN THE FUTURE OR THAT THE TOKENS SHALL BE ACCEPTED FOR INCLUSION ON ANY TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE PROJECT GROUP IS NOT OBLIGATED TO REGISTER FOR SALE, UNDER ANY SECURITIES LAWS, THE TOKENS PURCHASED PURSUANT HERETO. ACCORDINGLY, THE SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE TOKENS WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY (I) THIS AGREEMENT, AND/OR (II) APPLICABLE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OR CITIZENSHIP OF THE PURCHASER OR ITS JURISDICTION OF INCORPORATION OR OPERATION). THE SALE PRICE OF THE TOKENS IS SUBJECT TO CHANGE AND HAS BEEN ARBITRARILY ESTABLISHED BY THE PROJECT GROUP AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE PROJECT GROUP OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

CERTAIN INCOME TAX CONSIDERATIONS

THE PURCHASER SHOULD SEEK, AND MUST DEPEND UPON, THE ADVICE OF HIS OR HER TAX ADVISOR WITH RESPECT TO THEIR PURCHASE, AND THE PURCHASER IS RESPONSIBLE FOR THE FEES OF SUCH ADVISOR. NOTHING IN THIS AGREEMENT IS OR SHOULD BE CONSTRUED AS LEGAL OR TAX ADVICE TO THE PURCHASER. THE PURCHASER SHOULD BE AWARE THAT THEIR LOCAL TAX AUTHORITIES MAY NOT AGREE WITH ALL TAX POSITIONS TAKEN BY THE PROJECT GROUP AND THAT CHANGES TO THE APPLICABLE LAWS, REGULATIONS OR RULINGS OR COURT DECISIONS AFTER THE DATE OF THIS AGREEMENT MAY CHANGE THE ANTICIPATED TAX TREATMENT TO THE PURCHASER. THE PROJECT GROUP WILL NOT OBTAIN ANY RULING WITH REGARD TO THE TAX CONSEQUENCES OF THE ENTRY INTO THIS AGREEMENT OR THE PURCHASE OF TOKENS.

THE TAX TREATMENT OF THIS AGREEMENT AND THE DISTRIBUTION OF TOKENS IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR THE PURCHASER. THE ENTRY INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT HERETO MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE PURCHASER, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS. THE PURCHASER SHOULD CONSULT WITH AND MUST RELY UPON THE ADVICE OF ITS OWN PROFESSIONAL TAX ADVISORS WITH RESPECT TO THE TAX TREATMENT OF THE ENTRY INTO OF THIS AGREEMENT AND THE PURCHASE OF TOKENS PURSUANT HERETO.

Tech4Billion Private Media Private Limited, an Indian private limited Project Group (“Tech4Billion”), is not affiliated with the Token or this Offering. This information provided herein regarding the Chingari App is being provided solely in order to demonstrate the environment on which the Tokens may operate.

RISKS RELATING TO PARTICIPATION IN THE TOKEN SALE

Purchase of products, including but not limited to cryptocurrencies / cryptographic tokens, from start-ups such as the Token Vendor and the Project Group involve a high degree of risk

Financial and operating risks confronting start-ups are significant and the Token Vendor and the Project Group are not immune to these. Start-ups often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.

The Token Vendor and/or the Project Group may be forced to cease operations

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of cryptographic and fiat currencies, the inability of the Token Vendor and/or the Project Group to establish the GARI Project or the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Token Vendor and/or the Project Group may no longer be viable to operate and the Token Vendor and/or the Project Group may dissolve or take actions that result in a dissolution of the Token Vendor and/or the Project Group.

The tax treatment of these Terms, the purchase rights contained herein, and the Token Sale is uncertain and there may be adverse tax consequences for you upon certain future events

The tax characterization of these Terms and the Tokens are uncertain, and you must seek your own tax advice in connection with a purchase of Tokens. A purchase of Tokens pursuant to these Terms may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements. You should consult with and must rely upon the advice of its own professional tax advisors with respect to tax treatment of a purchase of Tokens pursuant to this Agreement.

There is no prior market for the Tokens and the Token Sale may not result in an active or liquid market for the Tokens

Prior to the Token Sale, there has been no public market for the Tokens and the Tokens are not traded, whether on any cryptocurrency exchange or otherwise. In the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop or if developed, be sustained after the Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Tokens will not decline below the Purchase Consideration at which you acquired the Tokens. The Purchase Consideration may not be indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.

A Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit. The Token Vendor and/or the Project Group is/are not responsible for nor does it / do they pursue the circulation and trading of Tokens on the market. Trading of Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to purchase any Token from any holder of the Token, including the purchasers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Accordingly, the Token Vendor and/or the Project Group cannot ensure that there will be any demand or market for Tokens, or that the Purchase Consideration is indicative of the market price of Tokens after they have been made available for trading on a cryptocurrency exchange.

Future sales of the Tokens could materially and adversely affect the market price of Tokens

Any future sale of the Tokens (which were not available for sale in the Token Sale) would increase the supply of Tokens in the market and this may result in a downward price pressure on the Tokens. The sale or distribution of a significant number of Tokens outside of the Token Sale, or the perception that such further sales or issuance may occur, could adversely affect the trading price of the Tokens.

Negative publicity may materially and adversely affect the price of the Tokens

Negative publicity involving the Token Vendor, the Project Group, the GARI Project, the Tokens and/or any of the key personnel of the Token Vendor and/or the Project Group may materially and adversely affect the market perception or market price of the Tokens, whether or not such negative publicity is justified.

There is no assurance of any success of the GARI project

The value of, and demand for, the Tokens hinges heavily on the performance of the GARI project. There is no assurance that the GARI project will gain traction after its launch and achieve any commercial success.

The GARI project has not been fully developed, finalized, and integrated and is subject to further changes, updates, and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success.

While the Token Vendor has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the Token Sale will be sufficient for the development and integration of the GARI project. For the foregoing or any other reason, the development and integration of the GARI project may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.

If and when the GARI project is fully developed, there is no assurance its systems, protocols, or products will be widely adopted or utilized by its target users.

The trading price of the Tokens may fluctuate following the Token Sale

The prices of cryptographic tokens in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and correspondingly the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Token Vendor and/or the Project Group:

1. new technical innovations;

2. analysts’ speculations, recommendations, perceptions or estimates of the Token’s market price or the financial and business performance of the Token Vendor and/or the Project Group;

3. changes in market valuations and token prices of entities with operations similar to that of the Token Vendor and/or the Project Group that may be made available for sale and purchase on the same cryptocurrency exchanges as the Tokens;

4. announcements by the Token Vendor and/or the Project Group of significant events, for example, partnerships, sponsorships, or new product developments;

5. fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges;

6. additions or departures of key personnel of the Token Vendor and/or the Project Group;

7. success or failure of the management of the Token Vendor and/or the Project Group in implementing business and growth strategies; and

8. changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.

The funds raised in the Token Sale are exposed to risks of theft

The Token Vendor will make every effort to ensure that the funds received from the Token Sale will be securely held at such addresses as directed by the Token Vendor (“Receiving Addresses”). Further, upon receipt of the funds, the Token Vendor will make every effort to ensure that the funds received will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks), sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Receiving Addresses, the Ethereum blockchain, or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Sale is completed, the Token Vendor may not be able to receive the cryptocurrencies raised and the Token Vendor may not be able to utilize such funds for the development of the GARI project, and the launch of the GARI project might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value, and this would impact their trading price. The Tokens are uninsured, unless you specifically obtain private insurance to insure them. In the event of any loss or loss of value of the Tokens, you may have no recourse.

RISKS RELATING TO THE RECEIVING ADDRESSES AND WALLETS

The Receiving Addresses may be compromised and the cryptocurrencies may not be able to be disbursed

The Receiving Addresses are designed to be secure. However, in the event that the Receiving Addresses are, for any reason compromised (including but not limited to scenarios of the loss of keys to such Receiving Addresses), the funds held by the Receiving Addresses may not be able to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the Token Sale is successful, the Token Vendor and/or the Project Group will not be able to receive the funds raised and the Token Vendor and/or the Project Group will not be able to utilize such funds for the development of the GARI project, and the implementation of the GARI project might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value, and this would impact their trading price.

The loss or compromise of information relating to your wallet may affect your access and possession of the Tokens

Your access to the Tokens in a cryptocurrency wallet (“Wallet”) depends on, among other things, the safeguards to the information to such Wallet, including but not limited to the user account information, address, private key, and password. In the event that any of the foregoing is lost or compromised, your access to the Wallet may be curtailed and thereby adversely affecting your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.

The Wallet or Wallet service provider may not be technically compatible with the Tokens

The Wallet or Wallet service provider may not be technically compatible with the Tokens which may result in the delivery of Tokens being unsuccessful or affect your access to such Tokens.

RISKS RELATING TO THE TOKEN VENDOR AND THE PROJECT GROUP

The GARI project is initiated by the Token Vendor and the Project Group. Any events or circumstances which adversely affect the Token Vendor and/or the Project Group may have a corresponding adverse effect on the GARI project if such events or circumstances affect the Token Vendor’s and/or the Project Group’s ability to launch the GARI project. This would correspondingly have an impact on the trading price of the Tokens.

There may be weaknesses, vulnerabilities or bugs in the protocols, systems, and smart contracts in connection with the Token Sale and/or the GARI project

The Project Group will make reasonable efforts to ensure that the protocols, systems, and smart contracts in connection with the Token Sale and/or the GARI project are audited, tested, and approved by technical experts. However, as smart contract technology is still in its early stage of development and its application of experimental nature carries significant operation, technological, financial, regulatory and reputational risks, there are inherent risks that such protocols, systems and/or smart contracts could contain weaknesses, vulnerabilities or bugs.

Purchasers of Tokens should understand and accept that there are no warranties that Tokens are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which would cause loss in their worth or value. In the event that any of the aforementioned risks materializes, the business strategies, results of operations and outlook of the Token Vendor and/or the Project Group may also be adversely affected.

The Token Vendor and/or the Project Group may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the infrastructure network of the Token Vendor, the Project Group, and/or the GARI project.

The Token Vendor and/or the Project Group is/are unable to anticipate when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks, and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in the GARI project, the Tokens, the Receiving Addresses, the Wallet or any technology (including but not limited to smart contract technology) on which the Project Group, the GARI project, the Tokens, the Receiving Addresses, and the Wallet rely or on the Ethereum blockchain or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Token Vendor and/or the Project Group may not be able to detect such 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 or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

The network or services of the Token Vendor and/or the Project Group, which would include the GARI project, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of their services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond the control of the Token Vendor and/or the Project Group. Although the Token Vendor and the Project Group will be taking steps against malicious attacks on their appliances or infrastructure, which are critical for the initiation and maintenance of the GARI project and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of the enhanced security measures of the Token Vendor and/or the Project Group will be effective. The Token Vendor and/or the Project Group may be prone to attacks on their infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Token Vendor, the Project Group, and/or users of the GARI project. Any significant breach of the security measures of the Token Vendor and/or the Project Group or other disruptions resulting in a compromise of the usability, stability and security of the network or services of the Token Vendor and/or the Project Group (including the GARI project) may adversely affect the trading price of the Tokens.

The Token Vendor and/or the Project Group are dependent in part on the location and data centre facilities of third parties

The infrastructure network of the Token Vendor and/or the Project Group is in part established through servers which they own and house at the location facilities of third parties, and servers that they rent at data centre facilities of third parties. If the Token Vendor and/or the Project Group is/are unable to renew its data facility lease on commercially reasonable terms or at all, the Token Vendor and/or the Project Group may be required to transfer their servers to a new data centre facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third party providers of such facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. As techniques used to obtain unauthorised access to, or to sabotage systems change frequently and generally are not recognised until launched against a target, the Token Vendor, the Project Group, and/or the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. Any such security breaches or damages which occur which impact upon the infrastructure network of the Token Vendor and/or the Project Group, and/or the GARI project may adversely impact the price of the Tokens.

General global market and economic conditions may have an adverse impact on the operating performance, results of operations and cash flows of the Token Vendor and/or the Project Group

The Token Vendor and/or the Project Group have/has been and could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the business, operations and financial condition of the Token Vendor and/or the Project Group, including decreases in revenue and operating cash flows. Additionally, in a down-cycle economic environment, the Token Vendor and/or the Project Group may experience the negative effects of increased competitive pricing pressure and a slowdown in commerce and usage of the GARI project. Suppliers on which the Token Vendor and/or the Project Group rely for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the operations or expenses of the Token Vendor and/or the Project Group. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on the business, financial condition and results of operations of the Token Vendor and/or the Project Group, and hence the GARI project, which may indirectly impact the trading price of the Tokens.

The Token Vendor, the Project Group, the GARI project and/or the Tokens may be affected by newly implemented regulations

Cryptocurrency trading is generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. The Token Vendor, the Project Group, the GARI project and/or the Tokens may be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the GARI project. This may impact the appeal of the GARI project for users and result in decreased usage of the GARI project. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, launching the GARI project may no longer be commercially viable and the Token Vendor and/or the Project Group may opt to discontinue the GARI project and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the GARI project and the Tokens. The Token Vendor and/or the Project Group may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the trading price of Tokens will be adversely affected or Tokens may cease to be traded.

The regulatory regime governing blockchain technologies, cryptocurrencies, tokens, and token offerings such as the Token Sale, the GARI project, and the Tokens is uncertain, and regulations or policies may materially adversely affect the development of the GARI project and the utility of the Tokens

Regulation of tokens (including the Tokens) and token offerings (such as the Token Sale), cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is currently undeveloped and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in Singapore and other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the GARI project, the adoption and utility of the Tokens or the issue, offer, and sale of the Tokens by the Token Vendor. Failure by the Token Vendor and/or the Project Group or users of the GARI project to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

Blockchain networks also face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China, South Korea, and Russia. Various jurisdictions may, in the near future adopt laws, regulations or directives that affect the GARI project. Such laws, regulations or directives may directly and negatively impact the business of the Token Vendor and/or the Project Group. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the GARI project and the adoption and utility of the Tokens.

New or changing laws and regulations or interpretations of existing laws and regulations may materially and adversely impact the value of the currency in which the Tokens may be sold, the liquidity of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of Tokens.

Token holders will have no control over the Token Vendor and/or the Project Group

The holders of Tokens are not and will not be entitled to vote or receive dividends or distributions and are not and will not be treated as the holder of shares in the Token Vendor and/or the Project Group for any purpose, nor will anything be construed to confer on the holder of such Tokens any of the rights of a member of the Token Vendor and/or the Project Group or any right to vote for the election of directors or upon any matter submitted to members at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise.

You may lack information in respect of the Token Vendor, the Project Group, the GARI project and/or the Tokens

You may not be able to obtain all information you would want regarding the Token Vendor, the Project Group, the GARI project and/or the Tokens, on a timely basis or at all. It is possible that you may not be aware on a timely basis of material adverse changes that have occurred. Information in relation to the development of Tokens may also be highly technical by nature. As a result of these difficulties, as well as other uncertainties, you may not have accurate or accessible information about the Token Vendor, the Project Group, the GARI project and/or the Tokens.

There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions widespread communicable diseases and other force majeure events beyond the control of the Token Vendor and/or the Project Group.

The Token Sale and the performance of the activities of the Token Vendor, the Project Group, and/or the GARI project may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other force majeure events beyond the control of the Token Vendor and/or the Project Group. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, the business strategies, results of operations and outlook of the Token Vendor and/or the Project Group may be materially and adversely affected. Further, if an outbreak of such infectious or communicable diseases occurs in any of the countries in which the Token Vendor, the Project Group, the developers, data providers and/or data consumers have operations in the future, market sentiment could be adversely affected and this may have a negative impact on the GARI project and community.

There may be unanticipated risks arising from the Tokens

Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included herein, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Token Vendor and/or the Project Group cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed herein.

While the Tokens are available only to contributors that are not Prohibited Persons there is the possibility that Tokens could be acquired over time or following changes in the regulatory landscape by persons in other jurisdictions currently restricted from acquiring Tokens and, accordingly, the risk factors set out below may include certain risk factors specific to certain jurisdictions even though the Project Group will not at present make the Tokens available at this time to persons from such jurisdictions.

BY PARTICIPATING IN ANY ACQUISITION OF TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT BELOW.

Risk of Unfavorable Regulatory Action in One or More Jurisdictions. Blockchain technologies and cryptographic tokens have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which regulations may be contrary to the current setup of the Tokens or their associated smart contract system and, therefore, may result in substantial modifications to the Tokens and such smart contract systems, including its termination and the loss of Tokens.

The regulatory status of cryptographic tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Chingari App and Tokens. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Tokens. Regulatory actions could negatively impact the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration, licensing or restriction. The Project Group may cease operations in a jurisdiction if regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Tokens could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale or possession of digital tokens like the Tokens, which restrictions could impede, limit or end the development of the Tokens and increase legal costs.

The cryptocurrency exchange market, the token listing and trading market, initial coin offerings, and by extension the Tokens, are subject to a variety of federal, state and international laws and regulations, including those with respect to KYC/AML and customer due diligence procedures, privacy and data protection, consumer protection, data security, foreign exchange controls, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Tokens could be enacted, which could impact the utility of the Tokens in the Chingari App. Additionally, users of the Chingari App are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Tokens, including the utility of Tokens with respect to the Chingari App.

The Project Group may need to obtain approvals from one or more Governmental Authorities and there is a risk that securing such approvals may delay or prevent the token generation event, the development of the Tokens and/or the Project Group’s ability to issue the Tokens.

We are not licensed to conduct a virtual currency business in New York and do not intend to become licensed in any other state that may require licensing in the future. We have taken the position that the New York’s BitLicense Regulatory Framework does not apply to our offer of Tokens. It is possible, however, that the New York State Department of Financial Services could disagree with our position.

We are not licensed to conduct a virtual currency business in New York or any other state. We have, however, taken the position that the State of New York’s BitLicense Regulatory Framework does not apply to the offer and sale of the Interests.

It is possible that the New York State Department of Financial Services could disagree with our position. If we were deemed to be conducting an unlicensed virtual currency business in New York, we could be subject to significant additional regulation and/or regulatory consequences and/or be required to no longer make the Tokens available in New York or to New York residents. Any of these outcomes would negatively affect Tokens, including its further development, and the value of the Tokens and/or could cause us to cease operations.

We are not registered as a money transmitter or money services business, and our business may be adversely affected if we are required to do so.

We believe that we are not money transmitters or money services businesses in the United States. Further, we do not generally or specifically target U.S. Persons or residents to be users of the Tokens. If we were deemed to be money transmitters and/or money services businesses, we would be subject to significant additional regulation and costs. This could lead to significant changes with respect to operations of the Tokens, suspensions in the operation of the Tokens or certain of its components, including portions of the Chingari App, changes in how the Tokens are structured, changes in how they are issued and other regulatory or business consequences, and would greatly increase our costs in creating and facilitating transactions in the Tokens. It could also lead to the termination of the Tokens or a decrease in their value. In addition, a regulator could take action against us if it views the Tokens as a violation of existing law. Any of these outcomes would negatively affect the value of the Tokens and/or could cause the Project Group to cease operations.

Risk of Tokens Being Deemed a Futures Contract or Swap.

Given the time period between the close of the Republic Sale and delivery of the Token, there is a risk that any deferred delivery arrangement involving a commodity could be viewed as a futures or swap transaction under U.S. commodities laws. We believe that this risk is generally a latent one that is mitigated by the Project Group’s obligation to deliver Tokens shortly after the Token Integration Event to Purchasers who represent and warrant that they are Chingari App users not purchasing with speculative intent and who are otherwise prohibited from transferring Tokens before the Token is launched.

Ambiguities and Risks under Indian Laws.

The legal classification of cryptocurrencies like Tokens under various Indian laws, including foreign exchange control laws, securities laws, payment systems laws, and tax laws, is uncertain and subject to interpretation. Indian regulators may take a view which could lead to legal proceedings and penalties being initiated against the Project Group, its affiliates, users of the Chingari App, and/or holders of Tokens. Indian tax authorities (with respect to both direct and indirect taxes, including but not limited to income tax and goods and services tax may also seek to tax the income of the Project Group or its affiliates, or otherwise impose taxes, significantly beyond what the Project Group or its affiliates believe they are legally obligated to pay (such as, for instance, if the Project Group is deemed to be an Indian resident entity for tax purposes). Certain types of transactions using Tokens, on the Chingari App or otherwise, can be interpreted as being in violation of Indian law and you, or other future holders of Tokens, may be held liable for such violations, civil or criminal. You, and other future holders of Tokens, should seek legal advice before transacting using Tokens. There is also a possibility that dealing with cryptocurrencies may become illegal in India, which could significantly affect the adoption and success of Tokens.

Risk of Alternative, Unofficial Platforms.

Following the issuance of the Tokens, it is possible that alternative applications or platforms could be established, which use the same or similar open source code and protocol underlying the Tokens. The Tokens may have no intrinsic value with respect to such alternative applications. The Tokens may compete with these alternative, unofficial token-based applications, which could potentially negatively impact the Tokens.

Token Integration Risk and Risk of Insufficient Interest in the Chingari App.

There are no guarantees as to the timing of the Tokens being integrated into the Chingari App, which is dependent on many factors, including many outside the Project Group’s control. Further, it is possible that there will be limited public interest in the Tokens or that public interest in the Chingari App may reduce over time. Such a lack of interest could negatively impact the Tokens and their functionality in the Chingari App.

Operating History.

The Project Group has little operating history and will be operating in an evolving industry that may not develop as expected. A significant amount of work was required in order to create the Tokens and implement the Token into the Chingari App and much of that work is reliant on the input or consent of other persons not under the control of the Project Group. Assessing the business and future prospects of the Project Group is challenging in light of the risks and difficulties the Project Group may encounter. These risks and difficulties include, but are not limited to, their ability to:

navigate complex and evolving regulatory and competitive environments;
obtain the requisite regulatory and other licenses in the relevant jurisdictions;
obtain and retain customers;
successfully develop, maintain and update internal controls to manage compliance within an evolving and complex regulatory environment;
effectively identify and react to market trends; be involved in the successful development and deployment of the Tokens;
implement new products and services;
successfully execute the Project Group’s funding strategy;
effectively compete with other companies;
successfully navigate economic conditions and fluctuations in the market;
effectively manage the growth of the business;
continue to develop, maintain and scale the Tokens;
effectively use finite personnel and technology resources;
effectively maintain and scale financial and risk management controls and procedures;
maintain the security of technology infrastructure, and the confidentiality of the information provided and utilized therein; and
attract, integrate and retain qualified employees and contractors.

Risk that the Tokens Will Not Meet Expectations.

Any expectations or assumptions regarding the form and functionality of the Tokens (including participant behaviour) held by the Project Group or by you may not be met, for any number of reasons, including, without limitation, mistaken assumptions or analysis, a change in the design and implementation plans, and changes in the execution of the Tokens. Moreover, the Project Group may not be able to retain full and effective control over how other participants will use the Chingari App, what products or services will be offered through the Chingari App by third parties, or how third-party products and services will utilize Tokens (if at all). This could create the risk that the Tokens, as further developed and maintained, may not meet your expectations. Furthermore, despite our good faith efforts to assist the owner of the Chingari App to develop and participate in the Chingari App, it is still possible that the integration of the Tokens into the Chingari App will experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Chingari App and Tokens, and the potential utility of the Tokens within the Chingari App.

The value of the Tokens will be affected by the success of the Chingari App.

Because the Tokens are intended for use on the Chingari App, a failure by the owner of the Chingari App to maintain the Chingari App would negatively affect the value of the Tokens. There is no guarantee that the Tokens will develop as planned or become successful in the marketplace.

Long-term viability of cryptoassets.

Cryptoassets, including those like the Tokens, are a new and relatively untested product. There is considerable uncertainty about their 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 cryptoassets (including the Tokens) will depend on the long-term utility and economic viability of blockchain and other new technologies related to cryptoassets. Due in part to these uncertainties, the price of cryptoassets are volatile and the Tokens may be hard to sell. The Project Group does not control any of these factors, including the ability of the Tokens to maintain their value over time.

Further innovations in the cryptoasset industry may cause the Tokens to lose value.

The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, cryptoassets is subject to a variety of factors that are difficult to evaluate and predict. The use of cryptoassets to, among other things, transact in goods and services is part of a new and rapidly evolving commercial practice that employs digital assets based on a computer-generated mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of cryptoassets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the cryptoasset industry include, among other things, the continued worldwide adoption of cryptoassets; governmental and quasi-governmental regulation of cryptoassets and/or cryptoasset exchanges; changing consumer demographics, tastes and preferences; sustained development and maintenance of open-source software protocols; the popularity and availability of alternative and/or new payment services; and general economic conditions. If these factors negatively affect or impede the development of the cryptoasset industry, the value of holding Tokens may also be negatively affected.

Inability to Fund Development or Maintenance.

The Project Group may not be able to fund development of the Tokens in the manner that it was intended.

Risks from Taxation.

The tax characterization of the Tokens is uncertain, including under Indian law as described above, which may lead to inefficient tax outcomes for Purchasers and/or the Project Group and/or its affiliates. You must seek your own tax advice in connection with acquiring and holding Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements. The purchase of Tokens may result in adverse tax consequences to Purchasers, including withholding taxes, income taxes, and tax reporting requirements. Additionally, subsequent transactions in cryptoassets such as the Tokens may cause Purchasers to incur tax liabilities. Further, any reward received in the form of, or through the use of, Tokens may result in additional tax liability. Each Purchaser should consult with and must rely upon the advice of its own professional tax advisors.

Risk of Theft and Hacking.

Smart contracts, software applications and the Tokens may be exposed to attacks by hackers or other individuals, groups, organizations or countries that interfere with the availability of the Tokens in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known. Any such successful attacks could result in theft or loss of Tokens, adversely impacting the ability to further derive any usage or functionality from Tokens. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the Tokens employs open-source software, there is a risk that a third party or a member of the Project Group’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Token and negatively affecting it.

You acknowledge, understand and accept that if your private key or password gets lost or stolen, the Tokens associated with your wallet address may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your wallet, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens, for which the Project Group shall have no liability.

Risk of Security Weaknesses in the Tokens.

The Tokens consists, at least in part, of open source software that may in turn be based on other open source software. There is a risk that the Project Group or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of to interfere with the use of or cause the loss of Tokens.

Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography.

Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies (like Tokens) by rendering ineffective the cryptographic consensus mechanism that underpins the Tokens, which could result in the theft, loss or decreased utility of the Tokens. Smart contracts, blockchain application software and blockchain platforms and protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or Tokens.

Risk of Lack of Adoption or Use of the Tokens.

While the Tokens should not be viewed as an investment, they may have value over time. That value may be limited or non-existent if the Tokens lack acceptance, use and adoption on the Chingari app.

Risk of an Illiquid Market for Tokens.

There may never be any marketplace for Tokens. There are currently no exchanges upon which the Tokens would trade. If exchanges do develop, they will likely be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to more fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g., as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite your representations to us to the contrary) you are holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered by the Project Group or its affiliates on an investment basis.

Risk of Dissolution of the Tokens.

It is possible that, due to any number of reasons, including development issues with the Tokens, the failure of business relationships, lack of public interest, lack of funding, or competing intellectual property claims, the s may no longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability, or be abandoned. There is no assurance that you will receive any benefits through the Tokens.

Risk of Malfunction in the Tokens.

It is possible that the Tokens or the Chingari App malfunctions in an unfavourable way, including one that results in the loss of the Tokens.

Risk Associated with Licensed Third-Party Technology.

The Tokens are created solely for purposes of integration with the Chingari App, which we are licensed to use from independent third parties like Tech4Billion. There can be no assurance that such third-party technology licenses will continue to be available to us on commercially reasonable terms, if at all. The loss of these licenses could have a material adverse effect on our business, financial condition and results of operations.

Risk Arising from Lack of Governance Rights.

Because the Tokens confer only limited governance rights with respect to the operations of the Tokens and the Project Group; all decisions involving the Project Group (including to sell or liquidate the Project Group) will be made by the Project Group acting in its sole and absolute discretion, and all decisions involving the Tokens including, but not limited to, decisions by the Project Group to discontinue the Tokens or to create and issue more Tokens, will be made by the Project Group acting in its sole and absolute discretion. These decisions could adversely affect the Tokens you hold.

Risks Associated with Incomplete Information regarding the Tokens.

You will not have full access to all the information relevant to the Project Group and the Tokens. The Project Group is not required to update you on the progress of the Tokens. You are responsible for making your own decision in respect of the acquisition of the Tokens. The Project Group does not provide you with any recommendation or advice in respect of the acquisition of the Tokens. You may not rely on the Project Group to provide you with complete or up to date information.

The holders of Tokens will not be in any fiduciary, partnership, trustee, agency or similar relationship with the Project Group or any of its affiliates and will not be owed any fiduciary duty by the Project Group or any of its affiliates.

The holders of Tokens have no direct management, equity, voting or similar rights in the Project Group or any of its affiliates. However, without limitation to the above, the Project Group reserves all rights with respect to pursuing any form of decentralized governance should it so determine that doing so would be in the best interests of the holders of Tokens from time to time.

In order to seek compliance with (or to seek to mitigate the impact of) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts or decrees of any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization believed by the Project Group or its affiliates to apply to or affect the Project Group or its affiliates, the Tokens, the Project Group may in its sole and absolute discretion take such steps as it considers necessary or convenient to comply with such matters including, without limitation, the termination of the Tokens. In addition, the Project Group may take such steps as it considers necessary or convenient where it believes or suspects the Tokens may be used, trafficked or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful activity or where it believes the Tokens are no longer viable.

Regulation of (i) tokens (including the Tokens); (ii) cryptocurrencies (iii) blockchain technologies; and (iv) cryptocurrency exchanges is currently underdeveloped and is likely to evolve rapidly, vary significantly among international, national, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States, South Korea, China, Singapore, India, among other countries, are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Tokens, the Project Group and the Tokens. Other countries may adopt similar approaches. Failure by the Project Group or users of the Tokens to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and regulations would likely have numerous material adverse consequences on the Project Group and the Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of the Tokens or impede the activities of the Project Group.

No Specific Use of Proceeds.

At present, and other than as set out herein, no proceeds have been allocated for any particular purposes, and management expects to use the net proceeds from this offering for working capital and other general corporate purposes, regardless of whether all of the Tokens under this Offering is sold. Management may also use a portion of the net proceeds to acquire, license and invest in complementary products, technologies or businesses in the ordinary course of business. However, management will have broad discretion over the use of proceeds and reserves the right to change the use of proceeds on other than working capital and general corporate purposes should the circumstances change or future research and development opportunities arise, and could spend the proceeds from the offering in ways with which Purchasers may not agree with or that do not yield a favourable return, if at all. If management does not invest or apply the proceeds of this offering in ways that benefit the Tokens, the future value and utility of Purchasers’ Tokens may be adversely affected.

Risk of Unauthorized Use of Tokens.

Although Tokens are created for the express purpose of being used in the Chingari App and as otherwise described herein, due to the nature of the blockchain technology underlying the Token, the Project Group may not be able to control the use of Tokens outside of the Chingari App, and cannot guarantee that unauthorized use of the Tokens will occur. Such potential unauthorized use of the Token may have material adverse impact on the value of Tokens or may impede the activities of the Project Group, and/or the utility of the Tokens on the Chingari App.

The Issuance of Tokens May Constitute an Issuance of a “Security” Under U.S. Federal Securities Laws.

Through previous agency guidance, the U.S. Securities and Exchange Commission (the “Commission”) has indicated that digital assets distributed with blockchain technology may be securities, and issuers of digital assets may be required to comply with U.S. federal securities laws regardless of whether those securities are purchased with virtual currencies or distributed with blockchain technology. While the characterization of any digital asset as a security is a highly fact-specific analysis, the Commission’s recent regulatory framework suggests that the Commission is taking a broad view of what constitutes a security under U.S. federal securities laws, and many digital assets could be characterized as securities under this framework. If the Token were deemed to be a security under U.S. federal securities laws, then prior to the issuance of Tokens, we may have been subject to registration requirements under the Securities Act. In addition, each purchaser would be required to comply with the Securities Act for all sales, resales and transfers of Tokens. The Project Group does not have any contractual obligation to register the Token under the Securities Act and does not presently intend to do so. If we decide to pursue such registration of the Token under the Securities Act, it would result in significant delays to the Token Integration Event and would require us to incur substantial additional expenses. If in the alternative we do not pursue such registration, or if we abandon development of the Token, you may lose part or all of your Purchase Amount.

The Tokens contemplated herein may be subject to registration under the Exchange Act if such Tokens are determined to be “equity securities” and the Project Group has more than $10 million in assets, more than 2,000 Purchasers, or more than 500 non‑accredited investor Purchasers, participate in this offering, and more than 300 Purchasers are resident in the United States.

A “foreign private issuer” (as that term is defined under Securities Act Rule 405) with total assets above $10 million and more than 2,000 holders of record of a class of its equity securities, or 500 holders of record of a class of its equity securities who are not accredited investors, that has 300 or more holders of record of such class of equity securities who are persons resident in the U.S. must register that class of equity securities with the Commission under the Exchange Act.

The Project Group may surpass $10 million in assets by virtue of this offering, and there may be 300 or more holders of record of the Tokens issued by the Project Group who are persons resident in the U.S. While the Tokens are not intended to constitute equity securities within the meaning of the Exchange Act, there is substantial uncertainty as to the application of U.S. securities laws to digital assets and rights to digital asset, and there is no guarantee that the Tokens will not be characterized as equity securities. There is the possibility that the Commission will deem either the Tokens to constitute “equity securities” under the Exchange Act, and in such event, if (x) the Project Group raises more than $10 million in this Offering and the Reg S Offering, (y) the sale of Tokens as described herein surpasses 2,000 Purchasers (or more than 500 non-accredited investor Purchasers), or there are more than 2,000 holders of Tokens (or more than 500 non-accredited investor holders), and (z) 300 or more holders of record of the Tokens are persons resident in the U.S., the Project Group will have to register the Tokens as described herein with the Commission, which will be an extensive, time-consuming and expensive process. If such registration takes place, it would require us to incur substantial additional expenses, including expenses to comply with the periodic reporting requirements under the Exchange Act that may make operating the Tokens, as contemplated herein, unworkable. If the Project Group does not pursue such registration, or if we abandon the development of the Tokens, you may lose all or part of your Purchase Amount.

ANNEX 3

Chingari Holdings Ltd.

Token Terms and Conditions

Last Updated: August 2021

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE MAKING ANY DECISION TO PURCHASE TOKENS FROM THE COMPANY OR ANY OTHER PERSON AND ACCEPTING THEM AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR IF YOU ARE A PROHIBITED PERSON THEN YOU ARE NOT PERMITTED TO PURCHASE THE TOKENS FROM THE COMPANY OR ANY OTHER PERSON.

By purchasing TOKENs FROM THE COMPANY OR ANY OTHER PERSON You acknowledge that You have fully read, understand and irrevocably accept and agree to be bound by these TERMS AND CONDITIONS. YOU MUST ALSO MONITOR THE WEBSITE FOR ANY ANNOUNCEMENTS FROM THE COMPANY AS THEY MAY ADD TO, OR CHANGE, THESE TERMS AND CONDITIONS FROM TIME TO TIME. PLEASE SEE CLAUSE 4 FOR FURTHER INFORMATION.

OTHER THAN TO THE EXTENT SET OUT IN THE ACCOMPANYING DOCUMENTS, THE TOKENS DO NOT REPRESENT OR CONFER ANY OWNERSHIP RIGHT OR STAKE, SHARE, OR EQUIVALENT RIGHTS, OR ANY RIGHT TO RECEIVE INTELLECTUAL PROPERTY RIGHTS IN OR RELATING TO THE PLATFORM, THE COMPANY OR ANY AFFILIATE OF THE COMPANY. THE TOKENS ARE NOT INTENDED TO BE OR TO REPRESENT A STOCK, A LOAN CONTRACT, A COMMODITY, A CURRENCY, A Share, AN Instrument creating or acknowledging indebtedness, AN Instrument giving entitlements to securities, A Certificate representing certain securities, AN Option, A Future OR A Contract for difference IN THE BRITISH VIRGIN ISLANDS OR IN ANY PERMITTED JURISDICTIONS.

CLAUSE 1. DEFINITIONS

Accompanying Documents – documents or other materials issued by any member of the Chingari Group in connection with the Tokens from time to time.

Affiliates – with respect to any specified Person, any director, officer, partner, member, agent, advisor or employee of such Person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, and for purposes of this definition “control” (including, with correlative meanings, the terms, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Applicable Law – means the applicable laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts and decrees of any relevant jurisdiction.

Blockchain – a type of distributed ledger, comprised of immutable, digitally recorded, data in packages called blocks.

Business Day – a day (other than a Saturday or Sunday or public holiday) on which commercial banks are open for ordinary business in the British Virgin Islands.

Chingari Group – the Company and each of its Affiliates.

Company – Chingari Holdings Ltd., a British Virgin Islands business company with limited liability and having its registered office situated c/o Harkom Corporate Services Limited at Jayla Place, P.O. Box 216, Road Town, Tortola, British Virgin Islands., which is the entity initiating the Token Sale and offering the Tokens for purchase in accordance with these T&Cs.

Governmental Authority – means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

Parties – the Company and You.

Permitted Jurisdiction – a jurisdiction that is not a Prohibited Jurisdiction.

Person – an individual or legal entity or person, including, without limitation, a Governmental Authority or an agency or instrumentality thereof.

Platform – means the Chingari mobile app and website and their associated services as detailed further in the Accompanying Documents and on the Website.

Prohibited Jurisdiction – any jurisdiction identified in Schedule 1.

Prohibited Person – any such Person, as determined by the Company in its sole and absolute discretion, that is:

a Person unable to pass the Company’s know-your-client requirements as may be determined by the Company from time to time in its sole and absolute discretion;
a member of the public in the British Virgin Islands;
a citizen or resident of or located in, or a legal entity formed or incorporated within or subject to the Laws of, a Prohibited Jurisdiction (irrespective of whether use of a virtual private network or other technical workaround to effect such transaction and avoid detection within a Prohibited Jurisdiction);
an individual or an individual employed by or associated with a legal entity or a legal entity identified on the United States Department of Commerce’s denied persons or entity list, the United States Department of Treasury’s specially designated nationals or blocked persons lists, the United States Department of State’s debarred parties list, the consolidated sanctions list maintained by the United States Department of Treasury’s Office of Foreign Assets Control any United Nations Security Council sanctions lists or any other sanctions list;
a Person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority;
a Person acting, directly or indirectly, in contravention of any Applicable Law;
a Person in any manner limited or prohibited (or that requires licensing, registration or approval of any kind) from the purchasing, possessing, transferring, using or otherwise conducting a transaction involving any amount of Tokens under Applicable Law;
a Person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti bribery statute or has been subject to any investigation or sanction by, or a request for information from, any Governmental Authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any Applicable Law; or
a Person that is, unless otherwise disclosed in writing to the Company prior to Your taking part in the Token Sale or acquiring Tokens from any third party, a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar Person under any Applicable Law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP or any corporation, business or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.

T&Cs – these terms and conditions, including all Accompanying Documents, and any other rules, policies or procedures that may be issued by any member of the Chingari Group and published from time to time on the Website, as amended from time to time in accordance with the provisions herein.

Token – means the Company’s SLP protocol cryptographic governance tokens built on the Solano protocol, known as the Token, as described further in the Accompanying Documents. The Company shall mint no more than 1 billion Tokens.

Token Sale – any offering of Tokens by the Company to Persons that are not Prohibited Persons.

You, Your or Yourself – any Person who from time to time (i) proposes to acquire Tokens from the Company or any third party; or (ii) holds Tokens.

Website – https://chingari.io/ (as updated or replaced from time to time).

CLAUSE 2. TERMS AND CONDITIONS, STATUS AND ACCEPTANCE

2.

2.1. These T&Cs constitute a legally binding obligation on You effective upon the earlier to occur of the date and time: (i) You click the check box on the Website to indicate that You have read, understand and agree to these T&Cs; (ii) the Company or any Affiliate of the Company receives payment for the Tokens from You; or (iii) You receive any Tokens from the Company, any Affiliate of the Company or from any third party.

2.2. These T&Cs define the rights and obligations of the Parties in relation to the Tokens and Your purchase and use of the Tokens.

2.3. You must carefully read and agree to comply with these T&Cs before purchasing and/or using the Tokens and/or using the Platform.

2.4. By purchasing Tokens and/or using the Platform, You are confirming to each member of the Chingari Group that You have fully read, understand and irrevocably accept these T&Cs. If You do not agree with these T&Cs in general or any part of them or have not checked the requisite boxes – after registration fields are completed – acknowledging Your review and acceptance of these T&Cs, You are not permitted to use the Platform or purchase Tokens from the Company, any Affiliate of the Company or from any third party.

2.5. For the avoidance of doubt, any acceptance of Your offer to purchase Tokens from the Company or any Affiliate of the Company is conditional upon the Company’s satisfaction that You have passed all the Company’s relevant anti-money laundering, know your client and other checks relating to Your qualifications to purchase Tokens. In the event that Your offer is rejected the Company or any Affiliate of the Company, the cryptocurrencies submitted will be returned to You in the original fiat currency or cryptocurrency in which they were received.

2.6. You do hereby acknowledge and agree that (i) the Platform may not be owned, operated or controlled by the Company; (ii) it is possible that the Platform will not be used by a large number of businesses, individuals, and other organizations and (ii) there will be limited public interest in the Platform and that such lack of interest could negatively impact the Tokens and the Platform.

CLAUSE 3. PURCHASE LIMITATIONS

3.1. TOKENS ARE ONLY INTENDED FOR those persons WHO ARE KNOWLEDGEABLE AND EXPERIENCED IN CRYPTOCURRENCIES, BLOCKCHAIN AND RELATED TECHNOLOGIES AND PROTOCOLS. By purchasing, holding, or using TOKENS, YOU ACKNOWLEDGE THAT TRANSACTIONS USING CRYPTOCURRENCIES (INCLUDING CRYPTOGRAPHIC TOKENS) ARE INHERENTLY UNSTABLE AND YOU AGREE TO ACCEPT THAT RISK, AND AGREE THAT THE COMPANY AND EACH OF ITS AFFILIATES IS NOT LIABLE FOR ANY LOSS THAT YOU MAY SUFFER OR INCUR, AND FURTHER ACKNOWLEDGE, ACCEPT AND ASSUME ALL RISKS ASSOCIATED WITH THE TOKENS AND THE PLATFORM INCLUDING, WITHOUT LIMITATION, THOSE IDENTIFIED IN CLAUSE 6 OF THESE T&Cs AND IN THE ACCOMPANYING DOCUMENTS.

3.2. TOKENS ARE INTENDED TO BE MARKETED, OFFERED AND SOLD ONLY TO PERSONS THAT ARE NOT PROHIBITED PERSONS.

3.3. THE MARKETING, OFFERING AND SALE OF TOKENS BY THE COMPANY IS EXPRESSLY BEING MADE IN THE PERMITTED JURISDICTIONS ON THE BASIS THAT THE TOKENS DO NOT REQUIRE THAT A PROSPECTUS BE PREPARED OR THAT OTHER DISCLOSURE REQUIREMENTS BE MET OR WHERE OTHER INVESTOR SAFEGUARDS OR REGULATORY DOCUMENTS OR LICENSING IS REQUIRED IN CONNECTION WITH THE MARKETING, OFFERING AND SALE OF THE TOKENS BY THE COMPANY IN THE PERMITTED JURISDICTIONS. AS AT THE DATE HEREOF THE COMPANY IS NOT LICENSED, REGISTERED OR OTHERWISE REGULATED IN THE BRITISH VIRGIN ISLANDS OR IN THE PERMITTED JURISDICTIONS IN RELATION TO THE ISSUANCE, OFFERING AND SALE OF TOKENS BY THE COMPANY.

3.4. OTHER THAN TO THE EXTENT SET OUT IN THE ACCOMPANYING DOCUMENTS, THE TOKENS ARE NOT INTENDED TO BE OR TO REPRESENT A STOCK, A LOAN CONTRACT, A COMMODITY, A CURRENCY, A SHARE, AN INSTRUMENT CREATING OR ACKNOWLEDGING INDEBTEDNESS, AN INSTRUMENT GIVING ENTITLEMENTS TO SECURITIES, A CERTIFICATE REPRESENTING CERTAIN SECURITIES, AN OPTION, A FUTURE OR A CONTRACT FOR DIFFERENCE IN THE BRITISH VIRGIN ISLANDS OR IN ANY PERMITTED JURISDICTIONS. TOKENS ARE NOT INTENDED TO BE SECURITIES IN THE BRITISH VIRGIN ISLANDS AND SHALL NOT IN ANY CASE BE CONSIDERED AS SUCH IN THE BRITISH VIRGIN ISLANDS AND THE OFFER OF TOKENS HAS NOT BEEN REGISTERED WITH ANY GOVERNMENTAL AUTHORITY IN THE BRITISH VIRGIN ISLANDS OR ANY PERMITTED JURISDICTIONS. YOU ACKNOWLEDGE AND AGREE THAT TOKENS DO NOT REPRESENT ANY STOCK, LOAN CONTRACT, COMMODITY, CURRENCY, SHARE, INSTRUMENT CREATING OR ACKNOWLEDGING INDEBTEDNESS, INSTRUMENT GIVING ENTITLEMENTS TO SECURITIES, CERTIFICATE REPRESENTING CERTAIN SECURITIES, OPTION, FUTURE OR CONTRACT FOR DIFFERENCE OR RIGHT TO RECEIVE INTELLECTUAL PROPERTY RIGHTS OF ANY MEMBER OF THE CHINGARI GROUP, OR ANY VOTING OR GOVERNANCE RIGHTS OR ANY OTHER RIGHT TO INFLUENCE THE DEVELOPMENT OR OPERATION OF THE COMPANY AND DO NOT REPRESENT ANY OWNERSHIP RIGHT OF OR IN THE COMPANY. HOWEVER, WITHOUT LIMITATION TO THE ABOVE, THE COMPANY RESERVES ALL RIGHTS WITH RESPECT TO PURSUING ANY FORM OF DECENTRALIZED GOVERNANCE SHOULD IT SO DETERMINE THAT DOING SO WOULD BE IN THE BEST INTERESTS OF THE HOLDERS OF TOKENS FROM TIME TO TIME.

3.5. THE COMPANY RESERVES THE RIGHT TO CANCEL ANY TOKEN PURCHASE AT ANY TIME IN THE COMPANY’S SOLE AND ABSOLUTE DISCRETION AND WITHOUT PRIOR NOTICE AND WITHOUT ANY LIABILITY OR FURTHER OBLIGATION OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PARTY, IN THE EVENT THE COMPANY FINDS SUCH MEASURES REASONABLE AND/OR NECESSARY IN A PARTICULAR SITUATION, INCLUDING, BUT NOT LIMITED TO, CHANGE OF REGULATORY REQUIREMENTS, OR UPON SUSPICION OR DETECTION THAT YOU DO NOT PRIMARILY RESIDE OR ARE NOT DOMICILED IN A PERMITTED JURISDICTION OR ARE ENGAGED IN FRAUD OR OTHER ILLEGAL ACTIVITY.

3.6. CERTAIN JURISDICTIONS EXPRESSLY PROHIBIT OR RESTRICT THE OFFER, SALE AND/OR PURCHASE OF CRYPTOCURRENCIES AND/OR CRYPTOGRAPHIC TOKENS, WHILE OTHER JURISDICTIONS MAY REQUIRE THE COMPANY AND/OR THE TOKENS TO BE LICENSED, REGISTERED, AUTHORISED OR OTHERWISE REGULATED. THE TOKENS MAY BE DEEMED TO BE SECURITIES FOR PURPOSES OF SECURITIES LAWS IN VARIOUS JURISDICTIONS SUCH THAT THE OFFER OR SALE OF TOKENS BY THE COMPANY IN SUCH JURISDICTIONS MAY REQUIRE REGISTRATION OR OTHER STEPS TO BE TAKEN WITH THE RELEVANT REGULATORY AUTHORITIES IN THOSE JURISDICTIONS OR FOR AN EXEMPTION FROM SUCH REGISTRATION OR OTHER STEPS BEING REQUIREMENT. NO SUCH STEPS HAVE BEEN TAKEN BY THE COMPANY NOR HAS ANY SUCH RELEVANT EXEMPTION BEEN CONFIRMED. SOME OTHER JURISDICTIONS HAVE OR MAY HAVE BEEN EXCLUDED FROM THE TOKEN SALE FOR OTHER REASONS, AS DETERMINED BY THE COMPANY IN ITS SOLE AND ABSOLUTE DISCRETION. PERSONS (NATURAL OR LEGAL) WHO ARE A RESIDENT OR TAX RESIDENT, HAVE A DOMICILE IN OR OTHERWISE HAVE A RELEVANT CONNECTION WITH ANY PROHIBITED JURISDICTION ARE EXCLUDED FROM PARTICIPATING IN THE TOKEN SALE AND POSSESSING AND USING AN TOKEN. TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO ANY PROHIBITED PERSON AND NEITHER THESE T&CS NOR ANY ACCOMPANYING DOCUMENTS MAY BE SUPPLIED TO ANY PROHIBITED PERSON, OR USED IN CONNECTION WITH THE OFFER OR SALE OF TOKENS BY THE COMPANY TO ANY PROHIBITED PERSON. THE INFORMATION CONTAINED IN THESE T&CS AND/OR, ANY ACCOMPANYING DOCUMENTS WILL NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY ANY TOKENS WITHIN A PROHIBITED JURISDICTION OR TO ANY PROHIBITED PERSON. FOR THE AVOIDANCE OF DOUBT, THE LIST OF PROHIBITED JURISDICTIONS MAY BE CHANGED FROM TIME TO TIME, IRRESPECTIVE OF THE AWARENESS OF THE COMPANY AND RELEVANT AMENDMENTS MAY BE MADE TO THESE T&CS. YOU ARE ONLY PERMITTED TO USE THE WEBSITE AND PLATFORM AND PURCHASE TOKENS FROM THE COMPANY OR ANY THIRD PARTY IF YOU ARE NOT A PROHIBITED PERSON. TO THE EXTENT A PROHIBITED PERSON ATTEMPTS TO ENTER INTO THESE T&CS, PURCHASE TOKENS FROM THE COMPANY OR USE THE PLATFORM, SUCH PURPORTED ACTIVITY IS VOID AND OF NO FORCE OR EFFECT.

3.7. Each prospective purchaser of Tokens (whether from the Company or any third party) must comply with Applicable Law in connection with its purchase, holding, use and/or sale of the Tokens, including the securities laws of such prospective purchaser’s jurisdiction of residence or citizenship. Tokens may not be re-offered, resold or transferred, except in a transaction that is compliant with Applicable Law. Any action that is in violation of these restriction shall be void ab initio and the Company reserves the right to void any Tokens transferred or proposed to be transferred in violation of these provisions. The Company specifically disclaims any losses in value or potential value experienced by any participant resulting from any such restrictions or actions identified hereunder.

CLAUSE 4. GENERAL

4.

4.1. These T&Cs are effective and binding on You, and the covenants, representations and warranties set out herein are repeated, each time You use the Tokens for any purpose or use or access the Platform or use or access any software on or through the Platform.

4.2. You shall not acquire or seek to acquire any Tokens or access or use, or seek to access or use, the Platform if You are a Prohibited Person.

4.3. The Company may change, modify, amend, alter or supplement these T&Cs (each an “Amendment”) at any time in order to reflect (i) changes to Applicable Law that may be, or which may otherwise become, applicable to the Tokens, (ii) any developments that may otherwise reasonably be capable of materially adversely impacting the Tokens or their offering by the Company; or (iii) as the Company may in good faith deem advisable to protect the reputation of the Company or the effective operation of the Platform.

4.4. Your continued use of the Tokens and/or the Platform after any such Amendment shall constitute Your consent to such Amendment and acceptance of the amended T&Cs (including the Accompanying Documents). If the Company changes, amends, modifies, alters or supplements these T&Cs (including any of the Accompanying Documents), the Company shall publish on its Website such amended version of these T&Cs and/or the Accompanying Documents reflecting such Amendment. The revised T&Cs will be effective from the date of posting on the Website or such other date as indicated in the amended T&Cs. You waive any right You may have to receive specific notice of such Amendment. If You do not agree to the T&Cs in effect when You access or use the Platform, You must stop using the Platform.

4.5. These T&Cs and the Platform, and all content herein, therein or thereon, do not (i) constitute an offer or solicitation to sell shares, securities or any other regulated financial product in any jurisdiction in which such an offer or solicitation is prohibited; and (ii) constitute a sale of newly created virtual assets to the public under Applicable Laws. None of the information or analyses presented herein, therein or thereon are intended to form the basis for any investment decision.

4.6. Subject to Applicable Laws, each member of the Chingari Group reserves the right, in their respective sole and absolute discretion, to refuse to deliver the Tokens You have purchased, and/or modify or to temporarily or permanently suspend or eliminate the Platform (or any part thereof) and/or disable any access to the Platform (including via use of the Tokens), including disabling or terminating access to Your account or that of any Person attempting access to the Platform from Your internet platform address (for example, where there is a change in Applicable Laws or where any member of the Chingari Group suspects that You are engaging in illegal activities in connection with Your use of the Platform). In order to seek compliance with (or to seek to mitigate the impact of) any Applicable Law or any other laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts or decrees of any nation or Governmental Authority, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any Governmental Authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization believed by any member of the Chingari Group to apply to or affect the Chingari Group, the Token Sale, the Platform or the Tokens, any member of the Chingari Group may in their sole and absolute discretion take such steps as they consider necessary or convenient to comply with such matters (which may include, without limitation, the termination of any or all Tokens). This could include also, for example, requiring holders of Tokens from time to time to come forward to the Company and confirm their eligibility to hold such Tokens or the cancellation of Tokens and their replacement with equivalent (or different) rights and privileges comprised in another token or in registered form. In addition, the Chingari Group may take such steps as they consider necessary or convenient where they believe or suspect the Tokens may be used, trafficked or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion or other unlawful activity or where the Chingari Group believes the Platform is no longer viable.

4.7. In circumstances where (i) the Company or any Affiliate of the Company is seeking compliance with (or seeking to mitigate the impact of) any law, regulation, regulatory guidance or policy, governmental statement, decree, order or judicial decision of any jurisdiction, court or authority believed by the Company to apply to or affect the Company or any Affiliate of the Company, the business of the Company or any Affiliate of the Company or the Tokens, or (ii) the Chingari Group believes the Platform is no longer viable, then the Company may in its sole and absolute discretion (iii) cancel all or any Tokens and terminate all obligations of the Company in respect of the Tokens, and/or (iv) amend or vary any obligation of the Company in respect of one or more Tokens.

4.8. The Website may contains forward-looking statements, which can be identified by the fact that they do not relate strictly to historical or current facts and may include such words as “may,” “will,” “expect,” “intend,” or other expressions of similar meaning, including statements with respect to use of proceeds of any sale of Token, usage of the Tokens and Platform functionality and prospects. These forward looking statements are based on the current expectations and a number of factors could affect future events. You should carefully review Schedule 2 - Risk Disclosures: Certain Risk Factors, for a discussion of certain factors that could affect future events implied by any such forward looking statements and certain other risks associated with a purchase of the Tokens or use of the Platform.

CLAUSE 5. REPRESENTATIONS AND WARRANTIES; COVENANTS

5.

5.1. You represent and warrant that:

(i) You are not a Prohibited Person;

(ii) You have legal capacity in the jurisdiction where You are a resident and are able to agree and enter into these T&Cs voluntarily and meet all other eligibility and residency requirements, including:

a. You have full power, authority and capacity to comply with these T&Cs; and

b. You enter into these T&amp;Cs based on Your own independent judgement and on advice from independent advisers (as applicable).

(iii) You are fully able and legally competent to access and use the Platform as well as to enter into and comply with these T&Cs (including Clause 5.2 below);

(iv) You will not violate any Applicable Law or any other agreement to which You are a party by entering into these T&Cs or to comply with these T&Cs, including all conditions, obligations, affirmations, representations and warranties set forth herein;

(v) You will not acquire and will not transfer any Tokens within or engage (except as specifically authorized by the Company) in any activity relating to the sale, distribution or any other use of Tokens in any Prohibited Jurisdiction or with any Prohibited Person;

(vi) You will not transfer directly or indirectly any of Your Tokens to any Person unless the proposed transferee has made the same representations and warranties as set out herein;

(vii) You have all necessary and relevant experience and knowledge to interact or transact with cryptocurrencies, cryptographic tokens, the Platform and Blockchain-based systems, have a full understanding of the relevant frameworks of the foregoing, and have obtained sufficient information about the Chingari Group, the Platform and Tokens to enter these T&Cs, and in particular You have carefully and thoroughly read these T&Cs and the Accompanying Documents;

(viii) You are aware of all the merits, risks (including, without limitation, those set forth in Clause 6 below and in the Accompanying Documents) and any restrictions associated with cryptocurrencies, cryptographic tokens, Blockchain-based systems, and accept responsibility for evaluating purchasing or using the foregoing;

(ix) if You are purchasing Tokens on behalf of a corporation, Governmental Authority or other legal entity, You have the right, power and authority to enter into these T&Cs on behalf of such corporation, Governmental Authority or other legal entity and bind them to these T&Cs;

(x) You are not: (A) identified on, or acting on behalf of any Person identified on, any list of Persons subject to trade or economic sanctions, including but not limited to the list of Specially Designated Nationals and Blocked Persons, or the Consolidated Sanctions List, maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, (B) established in, resident in, or otherwise operating from countries or territories subject to U.S. economic sanctions, including any Prohibited Jurisdiction, and (C) otherwise subject to trade or economic sanctions;

(xi) You will not access or use the Platform if any Applicable Laws prohibit You from doing so in accordance with these T&Cs;

(xii) You are not using and will not use the Platform or Tokens for any illegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;

(xiii) You have not entered or agreed to enter into these T&Cs in reliance of any warranty or representation except those specifically set forth in these T&Cs and You acknowledge and agree that the Chingari Group does not make and expressly disclaims all representations and warranties, express, implied or statutory;

(xiv) the funds You use to purchase Tokens are not the proceeds of any criminal, unlawful or illegal activity or money laundering or terrorist financing activity, each as interpreted in the broadest terms;

(xv) the Tokens You purchase will not be used to facilitate any criminal, unlawful or illegal activity or to perform any money laundering or terrorist financing activity, each as interpreted in the broadest terms or otherwise in contravention of any Applicable Laws;

(xvi) You do not seek to purchase Tokens for any unlawful purpose, and in particular that:

a. You purchase the Tokens only for the purposes expressly set out and permitted by these T&Cs,

b. You purchase the Tokens without any expectation of profit, dividend, capital gain, financial yield or any other return, payment or income of any kind;

c. Your participation in connection with any initiatives with the Token Sale, such as bonuses (if these are implemented at the Company’s sole and absolute discretion), is lawful; and

d. all information given by You is true, complete, valid and not misleading in any respect.

(xvii) You will implement reasonable and appropriate measures designed to secure access to: (A) any device associated with You and/or utilized in connection with Your purchase of Tokens, (B) private keys to Your wallet or account and (C) email address, account and Your username, password and any other login or identifying credentials;

(xviii) You are entering into these T&Cs for Your own account and not as a trustee, nominee, representative 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; and

(xix) You will promptly notify the Chingari Group if You discover or otherwise suspect any security breaches or defects related to Your account, the Platform or the Tokens.

5.2. You undertake and agree not to:

(i) violate or assist any party in violating any Applicable Law or any other law, statute, ordinance, regulation or any rule of any Governmental Authority;

(ii) provide false, inaccurate, incomplete or misleading information to the Chingari Group;

(iii) take or attempt to take any action or claim ownership of any property that infringes or would infringe upon: (A) the Chingari Group’s intellectual property rights; or (B) any third party’s intellectual property rights;

(iv) distribute unsolicited or unauthorized advertising, promotional or marketing material or any junk mail, spam, or chain letters;

(v) reverse engineer or disassemble any aspect of the Tokens or the Platform for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;

(vi) take any action that imposes an unreasonable or disproportionately large burden or load on the Chingari Group’s infrastructure (including, but not limited to, servers, networks, data centres and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of the Chingari Group;

(vii) transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

(viii) attempt to gain unauthorized access to the Platform, other systems of the Chingari Group, computer systems or networks connected to the Platform, including through password mining or any other means; or

(ix) transfer any rights granted to You under these T&Cs.

5.3. You further represent and warrant that any funds You use to purchase Tokens whether in the Token Sale or otherwise are in each case Your property or You are duly authorized to possess and transact using such funds by the owner of such funds.

5.4. You acknowledge and agree that the Company enters into these T&Cs with You in reliance on the representations and warranties set out in this Clause 5.

CLAUSE 6. RISKS OF TOKENS AND LIMITATIONS OF LIABILITIES

6.

6.1. You understand and acknowledge that Tokens, Blockchain-based technologies and other associated and related technologies are not exclusively (or, as appropriate, at all) controlled by the Chingari Group and adverse changes in market forces or the technology, broadly construed, may prevent or compromise the Company’s performance under these T&Cs. As such, the purchase of Tokens carries with it a number of risks. Prior to purchasing Tokens, You should carefully consider the risks listed herein and in the Accompanying Documents and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with purchasing and holding of Tokens is unacceptable to You, You should not purchase Tokens. YOU ACKNOWLEDGE, AGREE AND ASSUME ALL RISKS ASSOCIATED WITH THESE T&Cs AND THE TOKENS INCLUDING, WITHOUT LIMITATION, THOSE RISKS DISCLOSED IN THE ACCOMPANYING DOCUMENTS.

6.2. You do hereby confirm that You have read and fully understood Schedule 2 (Risk Disclosures: Certain Risk Factors) to these T&Cs and accept the risks identified therein.

6.3. There may be additional risks that cannot be anticipated or foreseen due to the incipience of cryptographic token technology, Blockchain-based technology and related technologies.

CLAUSE 7. DISCLAIMER OF WARRANTIES

7.

7.1. THE PLATFORM AND ANY PURCHASED TOKENS ARE PROVIDED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND EITHER, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE PLATFORM AND PURCHASE OF TOKENS.

7.2. NONE OF THE CHINGARI GROUP, THE FOUNDERS OF THE CHINGARI GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR ADVISERS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, INCLUDING THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE CHINGARI GROUP’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Your ACCESS TO OR use of the Platform, including Cryptocurrency services, assets, and any information, images or audio contained or related to the Platform is at Your own risk.

7.3. THE CHINGARI GROUP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, SOFTWARE, SERVICES CONTAINED IN OR PROVIDED BY THE PLATFORM COMPLIES WITH ANY APPLICABLE LAWS OR ACCOUNTING RULES.

7.4. You understand and expressly agree that NONE OF THE CHINGARI GROUP, THE FOUNDERS OF THE CHINGARI GROUP OR ANY OF THEIR RESPECTIVE AFFILIATES OR ADVISERS represents, warrant or guarantees in any way that Tokens might be sold or transferred, or be saleable or transferable, or THERE IS an ability or WILL BE A Protocol to exchange Tokens for fiat currencies, cryptocurrencies or cryptoGRAPHIC TOKENS, during or after the TOKEN Sale. THE CHINGARI GROUP further does not make any representations or warranties with respect to the regulatory oversight or the use or security of any such exchange.

7.5. The CHINGARI GROUP does not guarantee that THE PLATFORM cannot be DUPLICATED (EITHER in part or in full) by A THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT of the owner of the Platform. The CHINGARI GROUP hereby expressly warns You that You should not enter, use or purchase any Token or tokens similar to Tokens from any sources (OTHER THAN VIA THE CHINGARI GROUP).

7.6. If Applicable Law does not permit all or any part of the above EXCLUSION of warranties or disclaimer of implied terms in contracts to apply to You, the limitations, exclusions and disclaimers will apply to You only to the extent permitted by Applicable Law.

7.7. If any guarantee, warranty, term or condition is implied or imposed in relation to these T&Cs or any applicable Law and cannot be excluded (a “Non-Excludable Provision”), and the Chingari Group is able to limit your remedy for a breach of the Non-Excludable Provision, then the liability of the Chingari Group for breach of the Non-Excludable Provision is limited to the following at the Chingari Group’s option, in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

CLAUSE 8. LIMITATION OF LIABILITY

8.

8.1. Other than as specified herein, all purchases of Tokens from the Company or any Affiliate of the Company are final and non-refundable. By (i) purchasing Tokens from the Company or any Affiliate of the Company; or (ii) purchasing Tokens from any third party, You acknowledge and agree that none of the Chingari Group nor any of the founders of the Chingari Group nor any of their past, present or future Affiliates, directors, officers, employees, agents, advisers, successors or permitted assignees (collectively, each a “Relevant Party”) are required to (i) provide a refund for any reason other than as specified herein; (ii) ensure any liquidity for the exchange of Tokens; or (iii) ensure You receive money or any other compensation for any Token that is not used or remains unused for any reason.

8.2. You hereby expressly agree that, to the maximum extent permitted by the Applicable Law, none of the Relevant Parties shall be liable to You, regardless of the basis or theory upon which the liability is claimed, for any damage or loss, including loss of business, revenue, anticipated savings, profits, or loss of or damage to data, equipment, software, or goodwill, as well as personal injury, pain and suffering, and emotional distress (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise), regardless of whether such loss was foreseeable, resulting from:

(i) the use of, inability to use, or availability or unavailability of the Platform material, information, software, facilities, or content;

(ii) Your purchase of Tokens or Your use of them;

(iii) any change in the value of Tokens or any cryptocurrency or cryptographic utility;

(iv) the ability or inability to sell or transfer Tokens, or the existence or nonexistence of any platform to exchange Tokens for fiat currencies, cryptocurrencies or cryptographic tokens, during or after the Token Sale;

(v) any illegal or unauthorized (A) use of the Platform, or (B) purchase or use of Tokens;

(vi) Your ability or inability to use the Platform, including, but not limited to, the occurrence or existence of any defect, interruption, deletion of files or emails, delays in the operation or transmission of information to or from the Platform, a Force Majeure Event, communications failure, or theft, destruction or unauthorized access to the Chingari Group’s records, programs, services, server, or other infrastructure relating to the Platform;

(vii) the use of or purchase from any third-party websites (including any website You use to purchase Tokens or who processes the purchase of Tokens on Your behalf) or other Internet-resources that copy the Platform or propose to sell Tokens;

(viii) the release of any information You provided to the Chingari Group or any other Relevant Party;

(ix) the resale or exchange or attempted resale or exchange of Tokens for any fiat currency, cryptocurrency or cryptographic token;

(x) the Platform failing to be suitable for the special or particular purpose You intend, or the failure of any images or audio contained or related to the Website or Platform;

(xi) the Platform being infected with any malicious code or viruses;

(xii) any action stemming from, occurring due to, or otherwise related to a breach of Clause 5 above;

(xiii) the actions or omissions of any third party payment processing entity or Platform that You use to purchase Tokens, or Your inability or ability to use such Platform or services; and

(xiv) the manifestation or materialization of any risk discussed in Clause 6 herein or the Accompanying Documents.

8.3. For the avoidance of doubt, this limitation of liability provision shall apply, with full force and effect, in perpetuity for the benefit of the Chingari Group and each other Relevant Party, and any other entity that is or becomes the owner of the Chingari Group or the Platform, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law.

8.4. If Applicable Law does not permit all or any part of the above limitation of liability in contracts to apply to You, the limitations, exclusions and disclaimers will apply to You only to the extent permitted by Applicable Law.

CLAUSE 9. INDEMNITY

9.

9.1. You do hereby to the fullest extent permitted by Applicable Law indemnify, defend and hold the Company and each other Relevant Party harmless from and against any and all loss, penalty, claim, damage, liability or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon (i) any inaccurate representation or warranty made by You, or breach or failure by You to comply with any covenant or agreement made by You in these T&Cs or in any other document furnished by You to any of the foregoing in connection with this transaction, or (ii) any action instituted by or on behalf of You against the Company or any other Relevant Party that is finally resolved by judgment against You or in favor of the Company or any other Relevant Party. The remedies provided in this Clause 9 shall be cumulative and shall not preclude the assertion by the Company or any other Relevant Party of any other rights or the seeking of any other remedies against You. This indemnification shall survive any disposition of Your Tokens.

CLAUSE 10. INTELLECTUAL PROPERTY RIGHTS

10.

10.1. Subject to Clause 10.2, You acknowledge as between You and the Chingari Group that the Chingari Group has valid, unrestricted and exclusive ownership of all rights, title and interest to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property rights to and subsisting in the Platform, Tokens and the Website. As between You and the Chingari Group, the Chingari Group is the sole and absolute owner of all intellectual property rights currently in (and modifications to) the Platform, Tokens and the Website.

10.2. Except as expressly assigned in writing by the Chingari Group, all copyright and any other intellectual property of the Chingari Group, all content and other materials contained on the Platform or within the Tokens or provided in connection with the Platform or the Tokens, including, without limitation, the intellectual property rights for the Platform and the Tokens and all text, graphics, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selections, methods, algorithms, coordination, and expressions (collectively the “Chingari Materials”) are the exclusive property of the Chingari Group.

10.3. You may not reproduce, distribute, modify, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Chingari Materials (the “Prohibited Actions”). Except as expressly set forth herein, these T&Cs do not contain any implied license and the Chingari Group expressly reserves all rights not granted to You herein, including all rights, title and interest in the Platform, the Tokens and any related content.

10.4. You will be in breach of these T&Cs if You perform or have performed on Your behalf any Prohibited Action, or if You print, copy, modify, download or otherwise use or provide any other Person with access to any Chingari Materials without the express written consent of the Chingari Group. Upon such a breach, the Chingari Group may (without limiting its other rights and remedies), terminate Your account in its sole and absolute discretion and disable Your access to the Platform, in each case without notice to You. Upon the Company’s request, You shall immediately return or destroy any copies of the Chingari Materials in Your possession.

CLAUSE 11. THIRD-PARTY CONTENT

11.

11.1. The Platform may contain links to third-party websites and services. Such links are provided for Your convenience. The Chingari Group shall not be considered to make any recommendation or endorsement of any third-party website or its content, unless expressly stated by the Chingari Group. In addition, the Chingari Group does not suggest, imply or guarantee the safety, accuracy or reliability of any third-party website or the conformity of such with Your expectations. Furthermore, the Chingari Group is not responsible for maintaining any materials referenced from another site, and makes no warranties, recommendation or endorsement for that site or any service provided thereby or thereon. The Chingari Group assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from Your (or any other Person’s) use of any content, goods or services available on or through any such third-party websites and resources.

CLAUSE 12. APPLICABLE LAW

12.

12.1. PLEASE READ THIS CLAUSE CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

12.2. To resolve any dispute, controversy or claim between the Parties arising out of or relating to these T&Cs, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than thirty (30) days following written notification of such controversy or claim to the other Party. Notice to the Company shall be sent through the various channels made available on the Website. Notice to You shall be by email or such other means as the Company may determine from time to time in its sole and absolute discretion. Your notice must include (a) Your name, postal address, email address and telephone number, (b) a description in reasonable detail of the nature or basis of the dispute, and (c) the specific relief that You are seeking.

12.3. All rights and obligations hereunder shall be governed by the Laws of the British Virgin Islands, without regard to the conflicts of law provisions of such jurisdiction. The Parties submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and any courts competent to hear appeals from those courts.

12.4. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, You and the Company waive Your and Company’s respective rights to a jury trial.

CLAUSE 13. MISCELLANEOUS

13.

13.1. Third Party Rights. You hereby acknowledge and agree that each Relevant Party is an intended third-party beneficiary under these T&Cs (and the Company shall hold the benefit of such provisions on trust for each such Relevant Party). However, the parties to these T&Cs may rescind or vary these T&Cs (including, without limitation, any variation so as to extinguish or alter a third party's entitlement to enforce any provisions of these T&Cs) without the consent of any such third party.

13.2. Security. You must at all times remain the only person who has control over Your private key, digital wallet and any other device associated with the purchase of Tokens and any username, passwords or other login or identifying credentials used by You with respect to the Platform and the Tokens. You must implement reasonable and appropriate measures designed to secure access to any private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform. If You transfer any such private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform to any third party, You do so at Your own risk and the Chingari Group shall not be held responsible for any loss You may suffer as a result of third parties accessing Your private key, digital wallet or any other device associated with the purchase of Tokens or the use of the Platform. In the event that You are no longer in possession and control of any private key, digital wallet or any other device associated with the purchase of Tokens, the use of the Platform and/or if You are unable to provide login or identifying credentials to the Chingari Group and/or if the private key file or password respectively become lost or stolen, You may lose all of Your Tokens, access to the use of the Platform and/or the access to Your digital wallet. For the avoidance of doubt, the Chingari Group is under no obligation to recover or replace any such lost or stolen Tokens or the access to the use of the Platform and You understand and agree that, subject to the provisions of these T&Cs, all Token purchases are non-refundable and therefore You shall not receive any amount of currency or other compensation for any Tokens purchased and/or lost for whatever reason. Failure to use the Platform correctly and/or to follow the Chingari Group’s procedures as may be made available from time to time may result in You not receiving any Tokens, losing access to the use of the Platform or losing some or all of the amounts paid in exchange for Tokens, regardless of the purchase date.

13.3. Suspension. Notwithstanding anything contained herein, the Chingari Group reserves the right, without notice and in its sole and absolute discretion, to suspend Your right to access the Platform, and all related information and files without liability to You, at its sole and absolute discretion, including but not limited to, in case of Your breach of these T&Cs or if the Chingari Group believes You have committed fraud or other misconduct or are a Prohibited Person. Upon any such suspension all rights and licenses granted to You under these T&Cs will immediately terminate. In the event of any Force Majeure Event, breach of these T&Cs, or any other event that would make the operation or provision of the Platform or related services commercially unreasonable for the Chingari Group, the Chingari Group may, in its discretion and without liability to You, with or without prior notice, suspend Your access to all or a portion of the Platform. To the extent permitted under Applicable Law (including in the event of applicable legislation change or amendment), in the event the Chingari Group revokes Your right to use or access the Platform the Chingari Group shall not be required to provide You with any refund whatsoever.

13.4. Entire Agreement. Unless otherwise provided, these T&Cs are intended to fully reflect the terms of the agreement between the Parties, and shall supersede any previously or contemporaneously agreed upon terms or understanding. No provision of these T&Cs shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these T&Cs, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these T&Cs will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.

13.5. Assignment. The Company may, at its sole and absolute discretion, assign any of its rights and/or delegate its duties under these T&Cs (including, but not limited to any and all intellectual property rights in or to all technology, software, and code relating to the Platform). You may not assign Your rights or delegate Your duties as a user of the Platform, or as a purchaser of Tokens, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be null and void.

13.6. Severability. In the event any one or more of the provisions of these T&Cs are for any reason held to be invalid, illegal or unenforceable in any jurisdiction, in whole or in part or in any respect, or in the event that any one or more of the provisions of these T&Cs operate or would prospectively operate to invalidate these T&Cs in any jurisdiction, then and in any such event, such provision(s) shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid, illegal or unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity or unenforceability, these T&Cs shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question and otherwise as set forth herein.

13.7. Electronic Notices and Use of Information. You (i) agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (hereinafter - the “Communications”) that the Chingari Group provides in connection with Your use of the Platform; and (ii) have read and fully understood the Company’s Privacy Notice annexed at Schedule 3 to these T&Cs. The Chingari Group and each of its Affiliates and their respective service providers may further disclose Your information to any of their respective service providers, agents, relevant custodians or similar third parties for any reason and such Persons may keep Your information for any period of time permitted by Applicable Law. You do hereby consent to such Persons disclosing any of Your information which they hold to any Governmental Authority or prosecuting authority for any reason and without notice to You. You hereby acknowledge and agree to hold the Chingari Group and each such Affiliate harmless in respect of any disclosure of information by such Persons in accordance with these T&Cs. For the avoidance of any doubt, the Chingari Group and each such Affiliate shall not be liable to You or any other Person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure.

13.8. Information Requests. The Chingari Group may determine, from time to time and in its sole and absolute discretion, that it is necessary to obtain certain information about You and Your Affiliates in order to comply with Applicable Laws in connection with Your entry into these T&Cs and Your subsequent holding of Tokens. You agree to provide the Chingari Group with such information promptly upon request, and You acknowledge and accept that the Company may refuse to accept Your application until You provide such requested information and the Company has determined that it is permissible for the Company to accept Your application and receive the purchase amount from You under Applicable Law. The Chingari Group further reserves the right to request identification documentation from You and Your Affiliates at any time. In the event that You or any such Affiliate does not provide such requested information to the satisfaction of the Company (in its sole and absolute discretion) the Company shall not be bound by the provisions of these T&Cs and shall be entitled to specifically refuse any presentation of Tokens by You to the Chingari Group or any other Relevant Party. In the event that You, directly or indirectly, sell, assign, transfers, convey or otherwise dispose of any Tokens You do hereby covenant with the Chingari Group to procure that any such acquirer of Tokens shall be under equivalent obligations to provide such information to the Chingari Group at the request of the Chingari Group from time to time.

13.9. Tax Issues. The Chingari Group makes no representations concerning the tax implications of the sale of Tokens or the possession or use of them. You bear the sole and absolute responsibility to determine if the purchase of Tokens with fiat currency or cryptocurrency or the potential appreciation or depreciation in the value of Tokens over time has tax implications for You in Your home jurisdiction or any other jurisdiction. By purchasing Tokens, and to the extent permitted by Applicable Law, You agree to be solely responsible for any applicable taxes imposed on, and agree not to hold the Chingari Group or any of its Affiliates liable for any tax liability associated with or arising from Your purchase, possession, or transfer of Tokens. All fees and charges payable by You to the Company are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon the Company’s request, You will provide it any information it reasonably requests to determine whether it is obligated to collect any withholding taxes or value added or similar taxes from You, including any applicable tax identification numbers. If any deduction or withholding is required by Applicable Law, You will notify the Company and will pay the Company any additional amounts necessary to ensure that the net amount that the Company receives, after any deduction and withholding, equals the amount the Company would have received if no deduction or withholding had been required. Additionally, You will provide the Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. To the extent the Company is responsible for remitting any withholding taxes or value added or similar taxes, Your allocation of Tokens shall be reduced to the extent such taxes are required to be remitted by the Company. The Chingari Group wishes to make You aware that future use of the Tokens by You when transacting with the Chingari Group may result in withholding taxes, value added tax and/or similar taxes being imposed. You will be responsible for such taxes, however, where the Company is responsible for remitting taxes, the amount of taxes shall be deducted from the fees otherwise due and payable by You in connection with Your transactions with the Company.

13.10. Force Majeure Events. The Chingari Group shall not be liable for (1) any inaccuracy, error, delay in, or omission of (a) any information, or (b) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Chingari Group’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, pandemic, riot, labor dispute, accident, action of Governmental Authorities, communications, power failure, or equipment or software malfunction or any other cause beyond the Chingari Group’s reasonable control (each, a “Force Majeure Event”).

13.11. Compliance Policies. The Chingari Group and its Affiliates strictly follow applicable anti-money laundering (AML), “know your customer” (KYC) and other Applicable Laws in the British Virgin Islands. You fully agree to assist the Chingari Group in fulfilling the obligations of any Applicable Law and to provide any necessary information that is required from You to the Chingari Group or any relevant Governmental Authority.

13.12. Further Assistance. You shall cooperate with and assist the Chingari Group and its Affiliates in connection with any investigation, examination or enquiry by any Governmental Authority. You shall promptly provide the Chingari Group and its Affiliates with any documents, certification, record or other materials they may request in connection with such investigation, examination or enquiry.

13.13. Headings. Headings are for convenience only and shall not be used to limit or construe any provisions of these T&Cs.

* * *

Intellectual Property Notification: This document belongs to the Company and is protected by copyright laws. Its copying and/or use by any third party in full or in part without prior written consent of the Company is strictly prohibited.

If You have any question or notice any bugs, errors or violations You may send any questions regarding the use of the Platform or regarding these T&Cs via the Website.

[K1]Confirm and update as needed.

[K2]Update

[K3]Update

[K4]Update

[K5]Update

[K6] [K6]Confirm reference
App seems appropriate here – but other references to Chingari Project may be referencing the BVI issuer specifically?

[K7]Is there a Yellowpaper? Not sure what that is referencing.

[K8]Not a US Person
Purchasing for own account.
Not with a view to resale.

[K9] [K9] [K9]Confirm reference

DEFINE

[K11]UPDATE