TOKEN SALE TERMS AND CONDITIONS

[Version 1.0 - Last Updated: 31/12/2021]


Please read these Token Sale Terms and Conditions carefully. The Tokens are not offered by Insert Stonks 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 the Company 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. 

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 5

10. Warranties 5

11. Covenants 6

12. Non-Compliance with these Terms 7

13. Indemnification 7

14. Disclaimers 7

15. Limitation of Liability 8

16. Release 8

17. Severability 9

18. Amendments 9

19. Assignment 9

20. Third Party Beneficiaries 9

21. Relationship between you and Company 9

22. No Waiver 10

23. Disruption Event 10

24. Force Majeure 10

25. Entire Agreement 10

26. Title to Tokens; Risk of Loss 11

27. Miscellaneous 11

28. Dispute Resolution, Arbitration 11

29. Governing Law and Venue 11

Table of Annexes

Annex Title

Annex A Description of Company

Annex B Token Conversion Procedure, Token Sale Procedures and Specifications

Annex C Certain Risks Relating to Purchase, Sale and Use of Tokens



Preamble

Your purchase of tokens (“Tokens”) during the Offering Period from Insert Stonks Ltd, an international business company incorporated in Saint Lucia (“Company,” “we,” or “us”) is subject to these Token Sale Terms and Conditions, including its Annexes, 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@stonkengine.dev.


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:

Platform, Purpose and Use of Tokens

The Company intends to develop the platform based on blockchain technology (the "Platform"). The Platform intends to be a chain-agnostic self-service API for game developers to implement blockchain features into their games and start monetizing them via Play2Earn models.

The Tokens are cryptographic digital code built with several Solana-based smart contract software codes created by Company running on the public Solana blockchain. The Tokens are fungible although the non-fungible tokens (NFTs) can be issued by the Company from time to time. Provided that Company is able to successfully develop the Platform, Tokens may be used by game developers and players as payment means throughout the Platform. It is important to know that the actual games have not yet been (fully) developed by Company and service providers. You acknowledge and agree that you have no contractual claim under these Terms for such use of the Tokens. 

Important additional details regarding the Platform, the Tokens and Company are provided in Annex A, Annex B and the and the Whitepaper posted at insertstonks.io.

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 Conditions (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.

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 Conditions”). We may add new terms or policies to the Platform Terms and Conditions in our sole discretion and may update each of the Platform Terms and Conditions 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 Conditions shall prevail with respect to any issues relating to the usage of the Tokens on the Platform.

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 e-mail or otherwise) or by delivering Tokens, whichever occurs first. No request is binding on Company unless accepted by Company as provided in these Terms. 

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 Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.

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@stonkengine.dev. By purchasing Tokens, you expressly acknowledge and assume these risks.

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 Whitepaper, 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.

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.

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 10g below). Such information may include your name, address, phone, email, wallet 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:

our banking partners;

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 at info@stonkengine.dev.

Taxes

The price of the Tokens includes all taxes (if any) due by Company for the sale of Tokens under the laws of Saint Lucia. 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.

Warranties 

By purchasing Tokens, you warrant that:

You have a good understanding of the English language, have read and understand these Terms (including all Annexes);

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;

You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;

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, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

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;

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;

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

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 playing blockchain-based games as the case may be from time to time, 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. 

Covenants

You shall: 

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 laundering legislation and regulations. Such cooperation includes the willingness to be subject to a video and online identification procedure according to the applicable law; 

comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens; and

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.

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, immediately 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.

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.

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 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.

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. 

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 acts or omissions of third parties.

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.

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 https://www.insertstonks.io/ 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. 

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. 

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.

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.

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.

Disruption Event 

In the event of a Disruption Event, during the Offering Period, Company shall have the right to suspend the Token sale indefinitely. 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 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 Solana 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.

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, cyberattacks, fire, flood, explosion, wars, terrorism, riots, civil disturbances and strikes, or other work stoppages.

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 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 Whitepaper, (2) the Annexes. 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.


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.

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.

Miscellaneous

Any notice required or permitted by these Terms will be deemed sufficient when sent by email to the email address you provided. If you fail to provide a valid email address, you waive your right to any notices by Company contemplated by these Terms.

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 London Court of International Arbitration (LCIA) Rules 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 London. The arbitral proceedings shall be conducted in English.

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 Saint Lucia, without regard to conflict of law rules or principles (whether of Saint Lucia 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 London, England.




Annex A Description of Company 

Overview of Company and Affiliates

Insert Stonks Ltd is a business company incorporated in Saint Lucia that aims to develop and market the platform for game developers and players and to provide related services.

Register number:

2022-00019






Annex B Token Conversion Procedure, Token Sale Procedures and Specifications

Overview of Tokens and Conversion Procedures

The Tokens are based on the Solana protocol and conform to the widely-used SPL standard. Subject to Company’s sole discretion, the utility of the Tokens may be enhanced over time. Company reserves the right to migrate the SPL 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 SPL 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 SPL 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 Solana-based Programs, which creates and maintains a ledger that maps Solana addresses to Token balances and implements the Solana SPL standard.

You will be prompted to provide an SPL-compatible Solana delivery address at which Tokens may be delivered.

Token Price

The price per Token will be 0.1 USD. Company accepts as means of payment Binance USD (“Accepted Assets”). The USD value of payments will be calculated by using the exchange rates determined by Binance 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 Whitepaper.

Commencement, Duration and Completion of Token Sale 

Company will conduct a Token sale, which will begin at 12:00 UTC on February 25, 2022 (the “Launch Date”) and end when 167,300,000 (“Token Sale Limit”) have been sold (the “Offering Period”). The 167,300,000 Tokens include Tokens for the Private-Sale, the Pre-Sale and the Main-Sale.

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) wallet that supports the SPL 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 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 a Solana SPL compatible wallet address for the delivery of Tokens you purchase. 


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); (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 deliver Tokens to the wallet address that you provided to Company for delivery of the Tokens. 


The Tokens are deployed by Company from Saint Lucia, and is programmed so that all transactions it executes will be executed in Saint Lucia. As such, title to, and risk of loss of, Tokens delivered passes from Company to purchasers in Saint Lucia.


Company anticipates that delivery of Tokens from the Smart Contract System to purchasers will occur within 4 weeks after the Offering Period concludes, but reserves the right to delay delivery.

Tokens to be Sold

Company anticipates selling approximately 167,300,000 Tokens during the Offering Period. All Tokens will be of equal value and functionality. 

Token Allocation

You understand and accept that a number of Tokens will not be allocated to purchases of Tokens during the Offering Period under these Terms.

Private-Sale and Pre-Sale of Tokens

Company may commit to sell a certain portion of Tokens before or during 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, 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 Tokens 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 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 - The team consists of software engineers and business developers. This financing allows for the rollout of the Platform. 

Operations - Consists of sales, general and administrative costs (SGA) as well as legal compliance, security and infrastructure. 

Marketing - Marketing will focus on expanding awareness among users, brands and advertisers. 

Contingency - This is a set-aside for unforeseen costs. 

Transaction Cost - 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 reserves the right to allocate its resources, including proceeds from the sale of Tokens toward such areas of development at its sole discretion.

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 Solana/SPL compatible, may result in the loss of your Tokens and or Accepted Assets.

Risks Associated with the Solana Protocol

Because the Platform and the Tokens are based on the Solana protocol, any malfunction, breakdown or abandonment of the Solana 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 Solana protocol and result negative effects on Company and its affiliates.

Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Platform or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, smurfing and spoofing. Furthermore, because the Platform, is based on open-source software, there is a risk that a third party or a member of Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform, the Tokens and Company as well as its affiliates. Hackers or other malicious groups of organizations may also attempt to get access to private keys or other access credentials in your wallet, vault, or other storage mechanism used to receive and hold Tokens.

Risks Associated with Markets for Tokens

The Tokens are intended to be used solely for the Platform, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens (except as stated otherwise in these Terms). This restricts the contemplated avenues for using Tokens and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation.


Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.

Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.

Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Platform and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the Tokens. Regulatory actions could negatively impact the Platform, the Tokens and Company as well as its affiliates in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. Company may cease operations in a jurisdiction in the event that 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.

Risks Arising from Taxation

The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

Risk of Alternative Platforms 

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to achieve the same purpose as the Platform. The Platform may compete with these alternative platforms, which could negatively impact the Platform, the Tokens and Company as well as its affiliates, in particular Company’s and its affiliates financial situation.

Risk of Insufficient Interest in the Platform

Company is still very young and the sustainability of the model of the Platform has not yet been tested. It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and therefore the potential utility of Tokens. Such lack of insufficient interest could also impact Company and its financial situation.

Risks Associated with the Development and Maintenance of the Platform

The Platform is still under development and may undergo significant changes over time. Although we intend for the Tokens to follow the specifications set forth in Annex B, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the Tokens for any number of legitimate reasons. This could create the risk that the Tokens or the Platform, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained or we experience that the proceeds raised during the Offering Period are not sufficient to develop the Platform, which may negatively impact the Tokens, Company, its affiliates and the Platform or leads to the Platform never being finished.

Risk of an Unfavorable Fluctuation of BUSD and Other Currency Value

Company intends to use the proceeds from selling Tokens to fund the maintenance and development of the Platform, as described further in Annex B. The proceeds of the Token sale will be denominated in the Accepted Assets, and converted into other cryptographic and fiat currencies. If the value of BUSD or other currencies fluctuates unfavorably during or after the Offering Period, Company may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended, which may negatively impact the Tokens, the Platform and Company as well as its affiliates.

Risk of Dissolution of Company and the Platform

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of BUSD (or other cryptographic and fiat currencies), decrease in the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and Company as well as its may be dissolved.

Risks Arising from Lack of Governance Rights

Because Tokens confer no governance rights of any kind with respect to the Platform or Company or its affiliates, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to create and sell more Tokens for use on the Platform, or to sell or liquidate Company or its affiliates. These decisions could adversely affect the Platform and the Tokens you hold.

Risks Involving Exchange of Information

As Company provides a decentralized Platform to users and data consumers, the information exchanged on the Platform is susceptible to a number of risks. While Company does not have access to the contents of the data stored in the wallet, the information exchanged may be compromised in the event of a cyber- attack or other malicious activity. Because users can use a variety of hardware and software that may interface with the Platform, there is the risk that information on the Platform may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third party systems and devices that Company does not control. The risk that the Platform may face increasing interruptions and may face additional security vulnerabilities could adversely affect the Platform and therefore the future utility of any Tokens that you hold. It could also have negative impacts on Company or its affiliates.

Operational and Technology Risks

The Platform is new and the development may take longer than expected to result in the intended usefulness for the Tokens. The Tokens are intended to represent a new capability on emerging technology that is not fully proven in use. As the technology matures, new capabilities may dramatically alter the usefulness of the Tokens or the ability to use or sell them. The functionality of the Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected. The full functionality of the Tokens and the Platform is not yet complete and no assurance can be provided of such completion.

Dependence upon Persons Essential of Company

The success of Company and the Platform depends to a considerable extent on the experience and knowledge of the members of the board of directors, the members of the executive board and the key employees, partners, advisors (some are still to be determined) and service providers of Company. In particular, the fact that not all of these persons have yet been appointed poses a risk which could have a negative impact on the business operation of Company, the Tokens as well as the Platform and its success. In addition, certain of the abovementioned person have information and know-how that are of great importance to Company and the Platform. It cannot be excluded that Company will not be able to retain these persons in the long term. A loss of know-how and information could have negative effect on the Tokens, the Platform and Company's or its affiliates’ business activity and performance.

Unanticipated Risks

Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Annex C, there are other risks associated with your purchase, holding and use of Tokens, including those that Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex C.