The Buyer acknowledges and agrees that the Tokens will be used to facilitate or provide access to, advantages or discounts on, the Services offered by the Platform. To comprehend the rights and benefits associated with the Tokens under the Terms, the Buyer must carefully review the Information Documents.

The Buyer, by acquiring the Tokens, acknowledges, agrees and understands that the Services are currently under development and are not yet available. The Services will be accessible to the Token holders following the completion of the Token Sale and the execution of the project detailed in the Information Documents.

The Buyer, upon purchasing Tokens, acknowledges and agrees that they will not have any rights in, shares, security, ownership or any such other rights or any future rights to receive them, nor any intellectual property rights in the Seller.

The Seller offers for sale to the Buyer Tokens as per the Terms.

The Buyer agrees to acquire Tokens offered for sale from the Seller in accordance with the Terms.

The Buyer will, during the Pre-Sale Period, transfer to the Seller the agreed amount for the number of Tokens purchased.

The Seller, during this Pre-Sale Period, will register the purchase of the Tokens, the number of Tokens purchased and the full details of the Buyer.

The Seller will send updates and information to Registered Buyers in respect of the development and launch of the Platform and Services as described in the Information Documents.

The Pre-Sale Period may be subject to change at the sole discretion of the Seller

The Seller may terminate the Pre-Sale Period earlier at any time for any reason at its sole discretion.

Unless otherwise agreed with the Seller, the price per Token during the Pre-Sale Period is the following: 0,0008$ .

The Seller provides no assurance of a fixed price, reserving the right to adjust it from time to time.

Buyers may pay in any currency, digital asset or digital asset that is allowed under these Terms, as specified in Article 6.5. The exchange rate will be determined from time to time, according to the current market price provided by the Seller, on the Website.

For the avoidance of doubt, the purchase price is per Token, multiplied by the number of Tokens purchased.

The Seller reserves the right to amend and modify this Token Sale procedure at any time to comply with AML requirements.

The Buyer should register its interest in the purchase of Tokens. This will be done through the Website which will require the Buyer to open an account.

Some information will be collected through our KYC-AML Provider, which will be mandatory. Specifically, we will verify the age, the name, and the residential address, as well as certain other information (We refer to this as the KYC information – i.e. information which is required by applicable law to be collected – please see our Privacy Policy for further details).

Full instructions and procedures, upon registering and opening an account, will be provided by the Seller in respect of the purchase and payment of the Tokens.

Authorised payment method:
- FIAT (Euro/Dollar);
- Stable coin (USDT);

Payment will not be deemed received until such a time as the entire purchase price has been paid in full. Any exchange charges are the sole responsibility of the Buyer and no deduction must be made against the purchase price.

Failure to follow the instructions and procedures provided by the Seller or payment by any other means than those authorized are not accepted by the Seller.

The Buyer acknowledges and agrees that he or she will accept the amount of Tokens allotted by the Seller if the requested amount of Tokens is not available.

The Buyer shall receive a, NFT representing the quantity of Tokens purchased during the PreSale Period. The NFT shall be sellable on the Oxelta Market Place on a peer to peer basis during the Pre-sale Period and the ICO, subject to transaction fees and provided that the purchaser of the NFT fulfils the KYC/KYB requirements set by Oxelta in due course.

In the event that the purchase of Tokens is not completed or fails for merely technical reasons, the Seller agrees to return to the Buyer any amount paid, less any reasonable transaction costs, to the originating source only. This clause applies if the transaction is not subsequently completed.

The Seller reserves the right to refuse a Token request application on any grounds, including, but not limited to, the following reasons:
• if the Buyer fails to complete any of the requested details in the application;
• if, to the complete satisfaction of the Seller, the Buyer’s identity cannot be verified;
• if any regulatory changes become adverse to the issuing of the Tokens and/or continuance of the Services;
• the Buyer fails to give accurate or gives false information on the application or if the KYC-AML Provider of the Seller rejects the application for any reason; or
• if the Buyer is a Prohibited Person.

The Seller may, at its discretion, require additional information from the Buyer to comply with legal regulations concerning Token sales. The Buyer agrees to promptly provide such information, and acknowledges that the Seller may withhold Token sales until the information is provided and deemed satisfactory for the purchase to proceed.

The Tokens purchased by the Buyer will be locked in a smart contract created by the Seller and deployed on the Polygon blockchain (the “Smart Contract”).

The Buyer, utilizing their blockchain address, can claim and obtain the Tokens by direct interaction with the Smart Contract on the Polygon blockchain, conditional upon returning the NFT provided in 4 accordance with this Agreement to the Seller. Claimed Tokens will be directly transferred from the Smart Contract’s address to the Buyer’s blockchain address. It is important to note that if the NFT is transferred to another party (the “Transferee”) before the Tokens are delivered to the Buyer, the Token delivery to the Transferee will be contingent upon the Transferee fulfilling all KYC/KYB requirements towards the Seller. The NFT will be voided once the Tokens are delivered to the Buyer or their Transferee.

The Seller will publicly announce to the Token Buyers the date when the Tokens will be available for claiming (the “Token Claim Date”). From the Token Claim Date, the Tokens will vest according to the schedule outlined in the Information Documents.

The Seller reserves the discretion to delay the Token release due to technical, cybersecurity, or other significant concerns that might impact the delivery schedule.

The Seller will make public the address of the Smart Contract for the Buyers to use for claiming and receiving the Tokens. The Buyer is responsible for covering transaction fees (like gas fees) needed for interactions with the Smart Contract (i.e., claiming and receiving Tokens).

The Buyer explicitly understands that the Tokens will not be directly dispatched by the Seller and can only be obtained through interactions with the Smart Contract. Consequently, the Buyer accepts the responsibility of claiming the purchased Tokens and acknowledges that losing the private key (or equivalent credential) associated with their blockchain address may hinder their ability to receive the Tokens. The Seller is not liable for any losses incurred by the Buyer due to lost private keys (or equivalent credentials).

For clarity, the Seller’s duty to deliver the Tokens is fulfilled through the deployment of the Smart Contract, provided that the Buyer can claim and receive the exact amount of Tokens purchased through interaction with the Smart Contract.

The Tokens are non-refundable under any circumstances, and the Seller offers no assurances or representations regarding the Tokens' future value.

The Buyer must safeguard their wallet, which is beyond the Seller's visibility or control, including its security protocols, and not share them with others.

- require verification of the identity of the Buyer through third-party AML identification and verification providers;
- require, in some situations (examples include, but are not limited to, large transactions, highrisk transactions or inconsistencies according to our records), additional information (examples include, but are not limited to, proof of source of funds).

If the verification evidence supplied does not meet with AML requirements, the Seller or the KYC-AML Provider will not allow the participation to the Token Sale and will return possible obtained funds minus the administration fee referred to in Clause 5.5 above, without interest, to the originating source at the Buyer’s expense.

The Buyer hereby declares that he or she will indemnify the Seller and the KYC-AML Provider and each of them, against all and any losses that the Seller or the KYC-AML Provider could suffer from or in connection with a failure to provide accurate and reliable information requested during the AML process.

The Buyer acknowledges and agrees that he or she is aware of the AML reporting requirements and that any report will not be treated as or considered a breach of privacy but as a legal obligation on behalf of the Seller or KYC-AML Provider.

If the Buyer has any Beneficial Owners, he or she confirms that he or she has undertaken all reasonable due diligence and that the Beneficial Owner is not a Prohibited Person.

Where the Seller and/or the KYC-AML Provider suspects or has reasonable grounds to suspect, on the basis of information obtained in the course of carrying on its business, that the Buyer or anyone else has been or is engaged in an offence of money laundering or terrorist financing, the Seller and/or the KYC-AML Provider has an obligation to report this to competent authority which would include reporting details of the suspicion and divulging the Buyer’s name and details.

The Purchaser acknowledges that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with these Terms, or the Services. Accordingly, you represent and warrant that:

- your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;

- before providing any such personal data to us, you have read and understood our Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and

- if from time to time we provide you with access to a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

The Seller and/or the KYC-AML Provider will undertake verification of nationality and other identifiers.

You represent and warrant that You fully understand and have significant experience of digital assets, digital assets, blockchain systems and services, and You fully understand the risks associated with the trading of digital assets and digital assets as well as the mechanics related to the use of such digital assets and digital assets (including with respect to their storage and exchange).

You hereby agree that by purchasing the Token(s), you warrant and represent the following to be true:

You are not a Prohibited Person. If you purchase the Token(s), we are deeming the purchase to be your undertaking that you are not a Prohibited Person.

You have not received advice from the Seller or any employee or agent of the Seller regarding purchasing the Token(s).

You are legally permitted to purchase and hold the Token(s) in your jurisdiction.

You are of legal age to purchase and hold the Token(s) and are not aware of any legal reason preventing you from so doing in your jurisdiction or in this jurisdiction.

You are of sound mind and have the requisite power and authority to understand and agree to these Terms and to carry out and perform the obligations as set out hereunder and that you fully understand English and this unique English version of these Terms.

You will supply all AML and KYC documentation required as set out in these Terms and any other such documentation that may be so reasonably required by the Seller or the KYC-AML Provider from time to time to fulfil any legal, regulatory or other obligation.

The funds you provide including any fiat or digital assets have not been derived from or related to any unlawful activity including but not limited to money laundering, terrorist financing and furthermore you agree that you will not use the Tokens, Website, or Platform for unlawful purposes, including, but not limited to, sending or storing any unlawful material or for fraudulent purposes. The Seller reserves the right to terminate your use thereof should you use or attempt to use the Tokens, Website, or Platform for unlawful purposes, including, but not limited to, sending or storing any unlawful material or for fraudulent purposes.

You will notify us of any change in the information you supply to us.

You will only use the Website or Platform for your personal and sole use and will not resell it to a third party.

You will not authorise others to use your account.

You will not assign or otherwise transfer your account to any other person or legal entity; You will not use an account that is subject to any rights of a person other than you without appropriate authorisation.

You will keep secure and confidential your account password or any identification we provide you which allows access to any of the account or Token(s). You will only use an access point or other data account which you are authorised to use.

You hereby note you are solely responsible for your own tax liability, if any, in relation to the Token(s) which may adversely affect you including but not limited to withholding taxes, income tax, VAT, CGT or other applicable taxes

You hereby note that you have sole responsibility for the acquisition, appreciation or depreciation of the value of the Token(s).

You will hold a suitable online or offline wallet or storage mechanism to support the Token(s).

To the maximum extent permitted by law and any regulatory provisions to which We are subject to, You acknowledge and agree that the entire risk arising out of Your participation in and purchasing of the Tokens is entirely Yours and remains with You at all times, before, during and after such risk may apply.

The Buyer will be liable for the obligations incumbent on her/him under these Terms in accordance with the general rules applicable.

The Seller can be held liable for faulty execution or non-execution of its obligations in compliance with these Terms only in case of Seller’s proven fault.

Moreover, the Seller can be held liable only for direct (but not indirect) damages incurred by the Buyer because of a failure of the Seller’s to meet the obligations incumbent upon it pursuant to these Terms. On the other hand, the Seller can in no case bear liability for indirect damages caused to the Buyer, notably but not exclusively for any loss or absence of profit, performance, advantage or capital gain notably financial or in terms of turnover, revenues, expected savings or investments. Moreover, the Buyer can only, except for gross negligence or wilful misconduct, be held liable against the Buyer for foreseeable or foreseeable damage.

The Seller cannot be held liable for any loss or damage incurred by the Buyer because of any failure by the Seller to fulfil its obligations that results from a case of force majeure or from the fault of a third party.

The Seller cannot be held liable in case of abnormal use, which includes a use not in conformity with these Terms, or fraudulent or illicit use of the Website, the Tokens or Services by the Buyer and more generally for any non-compliance with these Terms by the Buyer.

The Buyer should always ensure the security of its wallet, of any password, account number issued, or any other type of secret code.

The Buyer must not share his passwords, account number and secret codes with any other person.

The Seller will not be liable, under any circumstances, for any loss or damage incurred by the Buyer in respect of any breach of security in respect of his passwords, wallets, account number and secret codes.

If the Buyer suspects or knows of any breach of security of his password, account number or secret codes he or she must report it to the Seller immediately.

This clause applies only to professional Buyers. As such, our aggregate liability for any circumstance or event arising out of or in connection with these Terms will be limited to, and will in no event exceed, the amount You have paid to purchase the Tokens during the Token Sale. The 8 limitations of damages set forth in this Clause is a fundamental element of the basis of the bargain between Us and You.

Neither We nor any other party involved in the creation, production, or delivery of the Tokens will be liable, in any way, for any incidental, special, exemplary, legal (reasonable costs) or consequential losses or damages, this to include but not exclusively, loss of profits, loss of data (excluding personal data, which specific policies are stated in our privacy policy), loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages whatsoever of a personal nature, including bodily injury, emotional distress arising out of or in connection with these Tokens whether or not they are based on warranty, contract, tort, this to include negligence, product liability or any other such thing, whether or not We have been informed of such matters and the possibility of any such damages or alike, this also, even if a limited remedy set forth and contained in these Terms has failed or could fail, because of essential purpose.

These Terms may be revised or updated from time to time. Accordingly, you should check the Terms for updates. You can determine when the Terms were last revised by referring to the “Last Revised” legend at the top of this document.

Each time you access our Website, or upon the purchase of any Tokens, You signify Your acceptance of the then-current Terms.

Any changes in these Terms take effect upon posting and apply only to your use of our Website and the Terms of the purchase of any Tokens or information collected from you on and after Last Revised date, unless we have other communications with you.

We may make changes to the Website or the Terms of the Token Sale at any time.

You understand and agree that We may discontinue or restrict Your use of the Platform at any time for any reason or no reason with or without notice and without reference to You and there is no right of appeal.

It is Your responsibility to collaborate with Us whilst we ensure that Your personal data held on this Site is always up to date.

You agree to release, indemnify, and hold Us and Our contractors, sub-contractor, affiliates and subsidiaries and agents and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with Your violation of any of these Terms.

Purchasing Tokens is entirely at your own risk, subject to the terms in this clause, to the maximum extent allowed by applicable law.

We are under no obligation to perform checks on any Buyer beyond those required by law.

We will conduct only those checks deemed legally necessary or reasonably required to facilitate the Token Sale.

The Tokens, Token Sale, and Platform are provided “as is” and “as available,” without any warranties. We do not guarantee the accuracy, availability, reliability, security, suitability, or performance of these elements.

We do not guarantee that the Token Sale or any information communicated will meet your requirements or be uninterrupted, secure, or error-free.

No warranty is given regarding the quality or reliability of any content accessed through our Website.

No advice or information, whether oral or written, obtained from us or through our Website, will create any warranty not expressly stated herein.

We are not liable for any losses, direct or indirect, resulting from interruptions, delays, or errors in the use of our services.

We do not guarantee that materials downloaded from the Internet or our Website are virus-free. You are responsible for implementing sufficient anti-virus protections. We are not liable for any damage to your equipment due to Website usage. Be cautious of SMS and email spoofing or phishing attacks.

We bear no responsibility for the success or failure of the Token(s). The Token is in development, and no warranty is provided regarding its success. The Buyer assumes all risks regarding the purchase price.

The regulatory status of the Token(s) is uncertain in many jurisdictions. We are not liable for any regulatory actions that may affect the Token(s). Operations may cease in jurisdictions with adverse regulatory changes.

Buying Tokens does not grant equity or debt interest in the Seller or its affiliates. Buyer’s rights are limited to those outlined in these Terms.

By purchasing Tokens, you agree to be bound by these Terms, as amended periodically.

There is no guarantee regarding the performance of the Tokens purchased. Their use is strictly as described in these Terms.

Access to the Website is conditional on using authorized means. We are not liable if you use incompatible or unauthorized devices or software. Unauthorized or incompatible use may result in termination of access.

You must report any unauthorized or suspected unauthorized use of your account, including password theft or disclosure. You are responsible for all activities in your account. Any fraudulent, misleading, abusive, or illegal activity may lead to account termination and legal action. These disclaimers apply generally and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions disclosed by the Seller. In the event of a conflict, the specific provisions will take precedence over these general Terms.

Any reference to statute, enactment, order or regulation or other similar instrument made in these Terms, shall be construed as a reference or instrument as it is force for the time being taking into account any amendment, extension, application, consolidation or re-enactment and includes all and any subordinate legislations for the time being in-force.

In the event that one or more of these Terms or any part thereof being or becoming invalid, illegal or unenforceable in any respect, it shall to the extent of such invalidity, illegality or unenforceability be deemed to be severed and removed and all remaining terms shall remain in full force and effect.

These Terms constitutes the entire Terms (this to include any other provisions referred within these Terms) and supersedes any and all previous Terms.

The email address provided during registration will be used for all Token-related communications. It's your responsibility to monitor and respond appropriately to messages sent to your account. You warrant that the information you provide is accurate and pertains solely to you, and you will keep your email and account information current.

All data we collect is governed by our Privacy Policy.

Force Majeure: We are not liable for failures or delays in performing our obligations due to events beyond our control. This includes, but is not limited to, acts of God, war, national emergency, protests, civil unrest, strikes, natural disasters, terrorism, or government actions.

Waivers of breaches of these Terms by either party must be in writing. Failure to enforce any provision of these Terms does not waive that provision.

These Terms encompass all agreements between the parties regarding the use of the Platform, Website, and Token purchase, and supersede any previous agreements or representations. The Purchaser acknowledges not being induced to purchase Tokens based on any representations not included in these Terms.

The Seller reserves the right to assign our rights and duties under these Terms to any person at any time without notice to you, nor will we seek your approval on any such assignment. The Seller may proceed to a notification via email to the Buyers, for information only.

By purchasing the Tokens under these Terms, the Buyer acknowledges being able to comply with any tax obligation, and carry out any filing requirement or tax payment that may arise due to this private sale or any further NFT or token sale.

Thus, the Buyer remains responsible for the payment of any tax, contribution or withholding tax becoming due further to this private sale, according to the applicable legislation, depending on your specific situation.

If any doubt arises on the applicable tax rules, you remain responsible for seeking advice from a tax specialist. The Seller will not be held responsible in case of any tax reassessment, penalty or late interest due, if you do not abide by the applicable Law in your jurisdiction.

More widely, the Seller cannot be held responsible of any tax effect that might arise due to the private sale (including, but not limited to, the sale of NFTs or Tokens), or any tax reassessment that might occur.

These Terms shall be governed and construed in accordance with the laws of France.

In case of dispute as to the interpretation or execution of the Terms, the Parties will make every effort to find an amicable solution.

In the absence of an amicable resolution, You acknowledge and accept that in the event of a claim or dispute, they shall be submitted to the exclusive jurisdiction of the Lyon Commercial Court (Tribunal de Commerce de Lyon).

These Terms may be translated by the Seller or third parties into other languages. The English version will prevail in case of differences arising in translation.