TOKEN SALE TERMS AND CONDITIONS

Transcription

1 TOKEN SALE TERMS AND CONDITIONS [Version Last Updated: 23/02/2018] Please read these Token Sale Terms and Conditions carefully. The Tokens are not offered by Procivis AG to minors, U.S. Citizens or U.S. Persons (has the meaning in 26 U.S. section 7701(a)(30)), or to citizens or persons from Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen, or to any other citizens or persons from a jurisdiction, in which it is impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens. By purchasing Tokens you warrant that you are neither a minor, a U.S. Citizen or U.S. Person or a citizen or person from Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen or a citizen or person from a jurisdiction, in which it is impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens. You acknowledge that any purchase of Tokens by minors, U.S. Citizens or U.S. Persons, or citizens or persons from Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen, or citizens or persons from a jurisdiction, in which it is impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens, under these Terms will be rendered null and void. If you are not sure if you are a minor, a U.S. Citizen or U.S. Person, or a citizen or a person from Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen, or a citizen or person from a jurisdiction, in which it is impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens, do not participate in this Token sale. The distribution of these Terms in certain jurisdictions may be restricted by law. These Terms shall not be sent and or addressed wholly or in part, directly or indirectly, to any minors, U.S. Citizens or U.S. Persons, or persons in Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen, or persons in any other jurisdiction in which it is impermissible or restricted to offer, distribute, purchase, sell or retain cryptographic tokens. These Terms or any other materials provided by Procivis AG do not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Neither this document nor any other materials have been (or will be) registered as a prospectus with any governmental authorities. Note that Section 28 contains a binding arbitration clause, which, if applicable to you, affect your legal rights. If you do not agree or understand these Token Sale Terms and Conditions, do not purchase Tokens.

2 val:id TOKEN SALE TERMS AND CONDITIONS Table of Contents 1. Platform, Purpose and Use of Tokens 1 2. Scope of Terms 2 3. Cancellation, Refusal of Purchase Requests 2 4. Token Sale Procedures and Specifications 2 5. Acknowledgment and Assumption of Risks 3 6. Intellectual Property Rights 3 7. Security 3 8. Personal Information 3 9. Taxes Warranties Covenants Non-Compliance with these Terms Indemnification Disclaimers Limitation of Liability Release Severability Amendments Assignment Third Party Beneficiaries Relationship between you and Company No Waiver Disruption Event Force Majeure Entire Agreement Title to Tokens; Risk of Loss Miscellaneous Dispute Resolution, Arbitration Governing Law and Venue 11

3 val:id TOKEN SALE TERMS AND CONDITIONS

4 val:id TOKEN SALE TERMS AND CONDITIONS Table of Annexes Annex Annex A Annex B Annex C Title Description of Company Token Conversion Procedure, Token Sale Procedures and Specifications Certain Risks Relating to Purchase, Sale and Use of Tokens

5 val:id TOKEN SALE TERMS AND CONDITIONS page 1 of 11 Preamble Your purchase of val:id Tokens ( Tokens ) during the Offering Period from Procivis AG ( Company, we, or us ) is subject to these Token Sale Terms and Conditions, including its Annexes and the White Paper posted at which form an integral part of these Token Sale Terms and Conditions (the Terms ). Each of you and Company is a Party, and together the Parties. By purchasing Tokens from Company during the Offering Period, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at info@valid.global. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter and having fully read and understood the risks set out in Annex C, you and Company agree as follows: 1. Platform, Purpose and Use of Tokens Company allocates 9% of the minted Tokens as well as all the intellectual property rights to the Platform to a foundation in Switzerland ("Intentions") still to be established (the Foundation ). Provided that the Intentions of Company are feasible and permissible under applicable law, the Foundation will create the VALID platform (the "Platform"), which will be based on blockchain technology. The Platform is a is a self-sovereign, blockchain-secured platform connecting users (identity owners) with data consumers (advertisers) and has the intention to provide users the possibility to share and grant access to their data on the VALID marketplace for remuneration in Tokens by data consumers (advertisers). The platform will consist of the VALID wallet and the VALID marketplace. If the Intentions can be carried out as desired by Company, all references to Company referring to situations after the successful sale and delivery of the Tokens shall be deemed as references to the Foundation. Even if the Foundation will be established during the Offering Period, it will in no respect be involved in or responsible for the sale or delivery of the Tokens. The Tokens are cryptographic digital code built with several Ethereum-based smart contract software codes (jointly, the Smart Contract System) created by Company running on the public Ethereum blockchain. Provided that Company is able to successfully develop the Platform, Tokens can be used by data consumers (advertisers) as remuneration for getting access to Platform users' (identity owners) personal data. The amount and type of personal data offered on the Platform depends upon the users' sole discretion. Company is neither storing any personal data of users nor has access or control over such data. Furthermore, depending on the success of the Platform, Company, along with third-party service providers, may build value on top of the Platform, for instance by offering VALID wallet users secure storage and other services that can be paid for with Tokens ( Further Benefits ). It is important to know that Further Benefits have not yet been negotiated or agreed by

6 val:id TOKEN SALE TERMS AND CONDITIONS page 2 of 11 Company and service providers. You acknowledge and agree that you have no contractual claim under these Terms for such Further Benefits. Important additional details regarding the Platform, the Tokens and Company are provided in Annex A, Annex B and the Whitepaper. Ownership of Tokens carries no rights, express or implied, other than the limited right to use Tokens as payment means on the Platform (if successfully completed and deployed), subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below). In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform, Company or its corporate affiliates. The Tokens are not intended to be a, security, commodity or any other kind of financial instrument. 2. Scope of Terms Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the Offering Period. Any access and use of the Platform will be governed primarily by other applicable terms and policies, which are depending on applicable laws and have not yet been drafted (collectively, the Platform Terms and Policies ). We may add new terms or policies to the Platform Terms and Policies in our sole discretion, and may update each of the Platform Terms and Policies from time to time according to the modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall prevail with respect to any issues relating to the usage of the Tokens on the Platform. 3. Cancellation, Refusal of Purchase Requests Your purchase of Tokens from us during the Offering Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. By placing a request for Tokens during the Offering Period, you make a binding offer to purchase Tokens pursuant to the Terms and no other terms. Any variations made to the Terms by you in any request are void and have no effect. Company has the right to accept, cancel or reject any requests for Tokens at any time in its sole discretion without stating any reason. Company may accept any request for Tokens by confirming the request (whether by or otherwise) or by delivering Tokens, whichever occurs first. No request is binding on Company unless accepted by Company as provided in these Terms. 4. Token Sale Procedures and Specifications Important information about the procedures and material specifications of the Tokens is provided in Annex B, including, but not limited to, details regarding the timing and pricing of the Tokens, the number of Tokens we will sell, and our anticipated use of the Token sale proceeds. By purchasing

7 val:id TOKEN SALE TERMS AND CONDITIONS page 3 of 11 Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications. 5. Acknowledgment and Assumption of Risks You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using of Tokens, as disclosed and explained in Annex C. If you have any questions regarding these risks, please contact us at info@valid.global. By purchasing Tokens, you expressly acknowledge and assume these risks. 6. Intellectual Property Rights We retain all rights, titles and interests in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent. In particular, we retain all intellectual property rights, mostly, but not limited, to copyright, over the source code forming the Tokens and the Platform. These Terms shall not be understood and interpreted in a way that they would mean assignment of intellectual property rights, unless it is explicitly defined so in these Terms. All content included in the White Paper, the Tokens, the Platform, and associated products and services, such as, but not limited to, text, graphics, logos, images, source code, as well as the compilation thereof, is the property of Company and protected by copyright, trademark and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. 7. Security You are solely responsible for implementing measures for securing the wallet, vault or other storage mechanism you use to receive and hold Tokens you purchase from Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses. 8. Personal Information We may determine, in our sole discretion, that it is necessary to obtain certain information including Personal Information about you and the source of the funds in order to comply with applicable law or regulation - in particular but not limited to anti-money laundering laws - regarding selling Tokens to you (see Section 10 g)). Such information may include your name, address, phone, , wallet

8 val:id TOKEN SALE TERMS AND CONDITIONS page 4 of 11 address, date of birth, passport number, numbers that you may use or have registered with your local tax authority and other similar information. For such purposes, we may also obtain information and Personal Information about you from third parties such as identity verification services. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation. We collect and process information and Personal Information only to the extent required for the performance of these Terms. We will not disclose your information and Personal Information to any third parties, except as set forth in these Terms or where such disclosure is permitted by applicable law. Even within Company, access to your information and Personal Information is limited to a subset of employees who perform obligations of Company under these Terms. When you use our website to purchase Tokens, we collect information sent to us by your computer, mobile phone, or other access device, which may qualify as Personal Information. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website as well as information about transactions. Furthermore, we (or Google Analytics on our behalf) may place small data files called cookies on your computer or other device. We use such information and these technologies (i) for the efficient handling of the Token sale and to recognize you as a purchaser of Tokens; (ii) customize our website and advertising; (iii) measure promotional effectiveness; and (iv) to mitigate risk, help prevent fraud, and promote trust and safety. Throughout this Section, we use the term Personal Information to describe information that can be associated with a specific person and can be used to identify that person. We do not consider Personal Information to include information that has been anonymized so that it does not identify an individual person. We protect your information and Personal Information using reasonable physical, technical, and administrative technical and organizational measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration. Some of the safeguards we may use are firewalls and data encryption, physical access controls to our data centers, and information access authorization controls. All of our physical, electronic, and procedural safeguards are designed to comply with applicable laws and regulations. We reserve our right to share your information and Personal Information with: - the Foundation (once established) if required for the development or operation of the Platform; - our banking partners;

9 val:id TOKEN SALE TERMS AND CONDITIONS page 5 of 11 - companies that we plan to merge with or be acquired by (should such a combination occur, we will require that the newly combined entity follow these terms with respect to your information and Personal Information, and you would as well receive prior notice of any change in applicable policy); - third party identification services providers for fraud prevention and to comply with anti-money laundering and know your customer regulations; - law enforcement, government officials, or other third parties when i) we are compelled to do so by a subpoena, court order, or similar legal procedure; or ii) we believe in good faith that the disclosure of Personal Information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of our terms; - other third parties only with your prior consent or direction to do so. If you would like to edit your Personal Information, please contact us at support@valid.global. 9. Taxes The price of the Tokens includes all taxes (if any) due by Company for the sale of Tokens under the laws of Switzerland. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens. 10. Warranties By purchasing Tokens, you warrant that: a) You have a good understanding of the English language, have read and understand these Terms (including all Annexes); b) You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Tokens as further described in Annex C; c) You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens; d) You understand that the Tokens confer only the right to use Tokens as payment means on the Platform - provided that the Platform has been successfully developed at all - and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemp-

10 val:id TOKEN SALE TERMS AND CONDITIONS page 6 of 11 tion, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; e) You are purchasing Tokens to use them as payment means on the Platform. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes; f) Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens to remunerate Platform users (identity owners) for getting access their personal data, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; g) If you are purchasing Tokens on behalf of any entity (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, (ii) you are duly authorized by such legal entity to act on its behalf and to accept these Terms, and (iii) such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to you in these Terms refer to you and such entity, jointly); and h) You are not (i) a resident or domiciliary of New York State or purchasing Tokens from a location in New York State; (ii) a citizen or resident of a geographic area in which purchase of the Tokens or use of the Tokens as remuneration to Platform users (identity owners) for getting access to their personal data, is prohibited by applicable law, decree, regulation, treaty, or administrative act; (iii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, (iv) a citizen or resident of Bosnia and Herzegovina, Democratic People's Republic of Korea (DPRK), Ethiopia, Iran, Iraq, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, or Yemen, (v) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce s Denied Persons or Entity List, the U.S. Department of Treasury s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State s Debarred Parties List, or (vi) a minor. You agree that if your country of residence or other circumstances change such that the above warranties are no longer accurate, that you will immediately cease accessing and using the Platform and the Tokens. 11. Covenants You shall: a) cooperate with Company and provide to Company, upon request, with proof of identity, source of funds and other documentation or other information that Company may require from time to time in connection with Company s obligations under, and compliance with, applicable laws and regulations, including but not limited to anti-money

11 val:id TOKEN SALE TERMS AND CONDITIONS page 7 of 11 laundering legislation and regulations. Such cooperation includes the willingness to be subject to a video and online identification procedure according to the Circular 2016/7 Video and online identification of the Swiss Financial Market Supervisory Authority ("Know Your Customer"); b) comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens; and c) at all times maintain control of your token receipt address and the private key and any account credentials associated with the token receipt address, and will not share or disclose the private key or account credentials with any other party. If you transfer the Tokens to another address belonging to you, you will similarly maintain control of, and not share or disclose the private key or account credentials for, such other address. 12. Non-Compliance with these Terms You acknowledge and agree that Company will not issue Tokens and has no repayment obligation with respect to funds received if you are in breach of any warranty in Section 10, any covenant in Section 11 or any other provision of these Terms or the Know Your Customer Procedure has not been initiated, to Company's satisfaction, within four weeks after the purchase of Tokens. The funds will remain at the free disposal of Company. Nothing in this Section 12 shall be construed as limiting Company's right to any remedies it may have by law, including, without limitation, the recovery of damages for breach of these Terms. 13. Indemnification To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Foundation (once established), Company, its affiliates and Company's as well as the affiliates respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the Company Parties ) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys fees) that arise from or relate to: (i) your purchase or use of Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity. Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 13. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company. 14. Disclaimers To the fullest extent permitted by applicable law and except as otherwise specified in writing by us, (i) the Tokens are sold on an as is and as available basis without warranties of

12 val:id TOKEN SALE TERMS AND CONDITIONS page 8 of 11 any kind, and we expressly disclaim all implied warranties as to the Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non- infringement; (ii) we do not warrant that the Tokens are reliable, current or error-free, meet your requirements, or that defects in the Tokens will be corrected; and (iii) we cannot and do not warrant that the Tokens or the delivery mechanism for Tokens are free of viruses or other harmful components. The limitations set forth in Section 14 will not limit or exclude liability for gross negligence or willful misconduct of Company. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you. In such case, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. 15. Limitation of Liability To the fullest extent permitted by applicable law: (i) in no event will Company or any of Company Parties be liable for any indirect, special, incidental, consequential, punitive, enhanced or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption or diminution in value) arising out of or in any way related to the sale or use of the Tokens or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of Company and Company Parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to these terms or the use of or inability to use the Tokens, exceed the amount you pay to us for the Tokens. The limitations set forth in Section 15 will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of Company. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you. 16. Release To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users of the Platform and the

13 val:id TOKEN SALE TERMS AND CONDITIONS page 9 of 11 acts or omissions of third parties. 17. Severability If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, it will be so held to the minimum extent required by law and such invalidity, illegality or unenforceability shall not affect any other term or provision these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify these Terms to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 18. Amendments These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may make changes to these Terms from time to time, but only as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at and update the Last Updated date above. The amended Terms will be effective immediately and your continued interest, use or holding of the Tokens you purchased shall constitute your acceptance of the modified terms. 19. Assignment You may not assign any of your rights or delegate any of your obligations under these Terms, before we have delivered the Tokens to you. Thereafter, you may transfer the whole contractual relationship including the Tokens to any third party, without requiring Company's consent (given implicitly). You acknowledge and agree that any transfer of Tokens after we have delivered the Tokens to you, is always a transfer of the contractual relationship (i.e. these Terms). Company may assign any of its rights or delegate any of its obligations to any person including but not limited to affiliates and the Foundation (once established). Any purported assignment or delegation of Tokens in violation of this Section is null and void. 20. Third Party Beneficiaries Except as stated otherwise, these Terms are for the sole benefit of the Parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. 21. Relationship between you and Company Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employee/employer or agency relationship. Neither Party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

14 val:id TOKEN SALE TERMS AND CONDITIONS page 10 of No Waiver No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 23. Disruption Event In the event of a Disruption Event, during the Offering Period, Company shall have the right to suspend the Token sale for up to forty-eight (48) hours. If Company elects to suspend the Token sale, Company will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token sale, Company will announce the resumption at least four (4) hours in advance. If Company suspends the Token sale for a certain period of time (the Suspension Period ) pursuant to this Section 23, Company will determine in its sole discretion whether to (i) nevertheless end the Token sale on the scheduled end date, or (ii) extend the Offering Period equal to the Suspension Period. Company shall provide notice of its election in this regard in the public announcements of the resumption of the Token sale following the Suspension Period. A Disruption Event means (i) any event or occurrence that causes a disruption in the functionality of the Ethereum network or of the blockchain network underlying any of the accepted payment currencies, and such disruption has a material adverse effect on the processing time for network transactions, or (ii) any event or occurrence that causes a disruption in the functionality of the smart contracts or other software used in connection with the Token sale and such disruption has an adverse effect on the implementation of the Token sale, (iii) a change in the price of any accepted currencies of twenty percent (20%) or more in any twenty four (24) hour period, or (iv) any compromise of security that has or in our sole good faith determination may have an adverse impact on the Token sale. 24. Force Majeure Neither Party will be liable for any default or delay in the performance of its obligations under these Terms, if and to the extent such default or delay is due to any cause beyond its control which could not have been reasonably foreseen and avoided by the exercise of due care and diligence consistent with the exercise of reasonable business judgment, including but not limited to: changes in applicable regulation that prohibit the Tokens or the Platform, acts of God, fire, flood, explosion, wars, terrorism, riots, civil disturbances and strikes, or other work stoppages. 25. Entire Agreement These Terms, together with Annex A, Annex B, Annex C and the White Paper constitutes the sole and entire agreement of the Parties with respect to the sale of Tokens, and supersedes all prior and

15 val:id TOKEN SALE TERMS AND CONDITIONS page 11 of 11 contemporaneous understandings, agreements and warranties, both written and oral, with respect to such subject matter. In the event of any conflict, inconsistency or ambiguity between provisions in different parts of this these Terms, the following hierarchy shall apply: (1) the provisions of these Terms without the Annexes and the White Paper, (2) the Annexes, (3) the White Paper. In the event of inconsistency between provisions in different Annexes the more specific provision shall prevail. Capitalized terms used, but not otherwise defined, in these Terms (without the Annexes and the White Paper) shall have the meanings ascribed to them in the Annexes and the White Paper. It is agreed and understood by the Parties that the Smart Contract System (code) used for the Tokens does not form an agreement between the Parties. Rather such Smart Contract System is the execution assistance of these Terms and is governed by these Terms. 26. Title to Tokens; Risk of Loss You understand and acknowledge that title to, and risk of loss of, Tokens you receive from the Smart Contract System (as defined and explained in Annex B) passes from Company to you in Switzerland. 27. Miscellaneous Any notice required or permitted by these Terms will be deemed sufficient when sent by to the address you provided. If you fail to provide a valid address, you waive your right to any notices by Company contemplated by these Terms. 28. Dispute Resolution, Arbitration Any dispute, controversy or claim arising out of, or in relation to, these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers' Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English. 29. Governing Law and Venue These Terms and the acquisition and loss of rights related to and interest in the Tokens will be governed by and construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules or principles (whether of Switzerland or any other jurisdiction) that would cause the application of the laws of any other jurisdiction, irrespective of whether the Tokens qualify as right or property under the applicable laws. Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that cannot be subject to arbitration due to applicable law will be resolved in the courts of Switzerland.

16 val:id TOKEN SALE TERMS AND CONDITIONS - Annexes Page 1 of 1 Annex A Description of Company Overview of Company and Affiliates The Company is a business Company incorporated in Zurich that aims to develop and market IT solutions, particularly in the field of e-government and e-identity, and to provide related services. Overview of the core management team of the Company: - Daniel Gasteiger, Chief Executive Officer - Yves-Alain Petitjean, Chief Financial Officer - Giorgio Zinetti, Chief Technical Officer Register number: CHE Information on the share capital of the Company: Share capital (CHF) Paid in (CHF) Shares 100, , ,000 registered shares with a par value of CHF 1 Further information on the Company can be found in the commercial register via

17 val:id TOKEN SALE TERMS AND CONDITIONS - Annexes Page 1 of 9 Annex B Token Conversion Procedure, Token Sale Procedures and Specifications Overview of Tokens and Conversion Procedures The Tokens are based on the Ethereum protocol and conform to the widely-used ERC20 standard. Subject to Company s sole discretion, the utility of the Tokens may be enhanced over time. Company reserves the right to migrate the ERC-20 Tokens to another protocol in the future should Company determine, in its reasonable discretion, that doing so is necessary or desirable. Upon Company s request, you agree to take any and all actions reasonably necessary to effectuate the migration of your ERC-20 Tokens to another protocol identified by Company. If you fail to effectuate such migration, the Tokens may not be compatible with the Platform. Notwithstanding any other provision of these Terms, Company shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not reasonably foreseeable by the Parties, which you may suffer, sustain, or incur, arising out of or relating to your failure to effectuate such migration of your ERC-20 Tokens to another protocol identified by Company. Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. Company may, at its sole discretion, arrange secondary trading of tokens on third party exchanges. Prior to the Launch Date (as defined below), Company will create and deploy the Ethereum-based Smart Contract System, which creates and maintains a ledger that maps Ethereum addresses to Token balances and implements the Ethereum ERC20 standard. You will be prompted to provide an ERC20-compatible Ethereum delivery address at which Tokens may be delivered. Token Price The price per Token will be USD. Company accepts as means of payment either Bitcoin or Ether ( Accepted Assets ). The USD value of payments will be calculated by using the exchange rates determined by Lykke or equivalent service providers chosen by Company at the point in time such payments are received at the unique deposit address provided for each of the Accepted Assets (procedure set forth in Section 4 of this Annex B). At the beginning of the Offering Period, Tokens will be sold with certain discounts as stipulated in the White Paper. Commencement, Duration and Completion of Token Sale Company will conduct a Token sale, which will begin at 12:00 UTC on February 24, 2017 (the Launch Date ) and end at 12:00 UTC on March 17, 2017 or when 500,000,000 Tokens ( Token Sale Limit ) have been sold, whichever is earlier (the Offering Period ). The 500,000,000 Tokens include Tokens for the Private-Sale and the Pre-Sale. If less than USD 2 million in proceeds has been received by the termination of the Offering Period

18 val:id TOKEN SALE TERMS AND CONDITIONS - Annexes Page 2 of 9 (the Minimum Threshold ), the Smart Contract System will not deliver Tokens and will instead return all Accepted Assets received from purchasers to the return addresses provided by purchasers (as discussed further below). In that circumstance, Company will have no further obligations to purchasers, under these Terms or any other agreement, after such purchasers Accepted Assets are sent to the return address provided. Procedures for Buying and Receiving Tokens To purchase Tokens during the Offering Period, you must have certain token wallets established and operational. Specifically, you must have: (i) a wallet for Accepted Assets if you wish to purchase Tokens using Accepted Assets, and (ii) an Ethereum wallet that supports the ERC20 token standard in order to receive Tokens that you purchase from Company. Company reserves the right to prescribe additional guidance regarding specific wallet requirements. At the Launch Date, Company will make available a web application to facilitate your purchase and receipt of Tokens. If you wish to purchase Tokens, you must first provide your Accepted Assets address to the web application as a return address. Company is collecting return addresses so that it may return purchasers Accepted Assets in case the Minimum Threshold is not reached (as described in Section 3 of this Annex B) or in the event that unforeseen circumstances otherwise cause Company to decide to not proceed with the sale of Tokens. Second, you will need to provide an Ethereum ERC20 compatible wallet address for the delivery of Tokens you purchase via the Smart Contract System. The web application will then send you a unique deposit address for the Accepted Assets. Once (i) we have received all information required to comply with the know your customer and anti-money laundering legislation and regulation (see Section 10 0); (ii) we have not identified non-compliance with applicable laws; and (ii) the unique deposit address has received the Accepted Assets from you, Company will authorize the Smart Contract System to deliver Tokens to the Ethereum ERC20 wallet address that you provided to Company for delivery of the Tokens. The Smart Contract System is deployed by Company from Switzerland, and is programmed so that all transactions it executes will be executed in Switzerland. As such, title to, and risk of loss of, Tokens delivered by the Smart Contract System passes from Company to purchasers in Switzerland. Company anticipates that delivery of Tokens from the Smart Contract System to purchasers will occur within4 weeks after the Offering Period concludes, but reserves the right to delay delivery up to 6 weeks after the conclusion of the Offering Period. Although Company does not anticipate any security issues arising from the sale of Tokens, this 2 week timeframe is intended as a precautionary buffer period for Company to resolve any such security issues. Tokens to be Sold Company anticipates selling approximately 340,000,000 Tokens during the Offering Period. Such amount does not include additional Tokens offered during the Private-Sale and the Pre-Sale (see

19 val:id TOKEN SALE TERMS AND CONDITIONS - Annexes Page 3 of 9 White Paper). The Tokens to be sold during the Offering Period will be from a pool (Pool E, as set forth below) of Company-owned Tokens transferred from Company custodial wallet to the Smart Contract System. All Tokens will be of equal value and functionality. Token Allocation The allocation of Tokens will be determined as set out below. The Tokens purchased under these Terms by you during the Token Private-Sale, the Token Pre-Sale or the Offering Period will be distributed from Pool E. The aggregate number of Tokens that will be distributed from Pool E at the end of the Offering Period will depends on the funds received according to Section 3. In the event that not all tokens from Pool E are sold in the ITO, Pool A, Pool B, Pool C and Pool D are to receive the same token allocation as indicated below but in proportion to the total amount of token sold from Pool E. - Pool A total of 30% of minted Tokens that will be held in a growth fund to be used to incentivize participation in the VALID ecosystem and to reward early adopters of the Platform. - Pool B consists of maximum 9% of minted Tokens that will be held in a reserve by Company for future employees incentivization and third-party developers with sales restrictions of up to 3 years; - Pool C consists of maximum 9% of minted Tokens that will be allocated to the Foundation (once established) to ensure its long-term funding and to enable price stability mechanisms; - Pool D consists of maximum 2% of minted Tokens that will be allocated to compensate initial token offering advisors and partners. - Pool E consists of maximum 50% of the total Tokens. Pool E includes Tokens to be distributed to purchases during the Token Private-Sale (if any), the Token Pre- Sale (if any) or the Offering Period. You understand and accept that at least 50% of the total Tokens will not be allocated to purchases of Tokens during the Token Private-Sale, the Token Pre-Sale or the Offering Period under these Terms. Private-Sale and Pre-Sale of Tokens Company may commit to sell a certain portion of Tokens before the Launch Date during a Private-Sale ("Token Private-Sale") and a Pre-Sale ( Token Pre-Sale ). Under such Token Private-Sale and Token Pre-Sale arrangements, by agreeing to pay Company for Tokens before the Launch Date, a Token Private-Sale or Token Pre-Sale purchaser may purchase Tokens at a discounted rate. Token Private-Sale or Token Pre-Sale purchasers must acknowledge and agree to be bound by these Terms, and receive Tokens pursuant to the procedures for receiving To-

20 val:id TOKEN SALE TERMS AND CONDITIONS - Annexes Page 4 of 9 kens set forth in Section 4 of this Annex B together with the other purchasers of Tokens during the Offering Period. The discounts under Token Private-Sale and Token Pre-Sale arrangements generally depend on the number of Tokens that the Private-Sale and the Pre-Sale purchasers agree to purchase. Use of Proceeds from Token Sale The proceeds from Company s sale of Tokens will be used to develop technical infrastructure, cover operating expenses, marketing costs and other unforeseen cots, and compensate technical and non-technical staff and advisors. Company will utilize the proceeds from the Token sale to establish and operate the Foundation. The Foundation (once established) will build, promote, and operate the Platform. At a more detailed level, the following is an overview of how Company (and the Foundation, once established) currently anticipates using the proceeds from the sale of Tokens: - Salaries and development (57%) - The team consists of software engineers and business developers. This financing allows for the rollout of the Platform, including the necessary adjustments to, and further development of, the existing eid+ platform. - Operations (17%) - Consists of sales, general and administrative costs (SGA) as well as legal compliance, security and infrastructure. - Marketing (14%) - Marketing will focus on expanding awareness among users, brands and advertisers. - Contingency (10%) - This is a set-aside for unforeseen costs. - Transaction Cost (2%) - Advisory costs related to the Token sale and other relevant transaction costs. The envisioned expenditures and areas of development described above are provided for illustrative purposes only, and Company (and the Foundation, once established) reserves the right to allocate its resources, including proceeds from the sale of Tokens toward such areas of development at its sole discretion.

21 val:id TOKEN SALE TERMS AND CONDITIONS - Annexes Page 5 of 9 Annex C Certain Risks Relating to Purchase, Sale and Use of Tokens IMPORTANT NOTE: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Annex C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Annex C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks: Risk of Losing Access to Tokens Due to Loss of Private Key(s) A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, 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 you Tokens. Additionally, your failure to follow precisely the procedures set forth for buying and receiving Tokens, including, for instance, if you provide the wrong address for the purchaser address, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens and or Accepted Assets. Risks Associated with the Ethereum Protocol Because the Platform and the Tokens are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform and the Tokens as well as negative effects on Company and its affiliates, its financial situation and public reputation. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Platform and the Tokens by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol and result negative effects on Company and its affiliates. Risk of Mining Attacks As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Ethereum