TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE CAREFULLY. THE TERMS AND CONDITIONS SHALL NOT AND CANNOT BE CONSIDERED AS AN INVITATION TO ENTER INTO AN INVESTMENT OR SALE OF REGULATED FINANCIAL INSTRUMENTS.

THE TERMS AND CONDITIONS (THE “T&C” OR “TERMS”) APPLY TO THE BUYER OF THE CUT UTILITY TOKEN (HEREINAFTER “CUT” or “CUT TOKEN”) AND FUTURE USER OF THE CryptoUnity EXCHANGE AND CONSTITUTE AN AGREEMENT BETWEEN CU LIMITED (THE COMPANY OWNING THE PROJECT) AND YOU. PLEASE READ THESE TERMS CAREFULLY BEFORE MOVING ONTO THE TOKEN PRE-SALE AND SALE.

IF YOU DO NOT AGREE TO OR UNDERSTAND THESE TERMS AND CONDITIONS (OR ANY PART THEREOF), PLEASE DO NOT PURCHASE ANY CUT TOKENS. BY PURCHASING CUT TOKENS, YOU REPRESENT AND WARRANT THAT YOU MEET ALL OF THE ELIGIBILITY REQUIREMENTS IN THESE TERMS AND CONDITIONS.

YOU MAY NOT USE OUR WEBSITE, SERVICES, PLATFORMS, AND ACQUIRE CUT UTILITY TOKENS, IF YOU ARE UNDER 18 YEARS OLD, AND IF YOU ARE A CITIZEN, RESIDENT, HABITENT OR LEGAL ENTITY INCORPORATED IN RESTRICTED USE AREAS AS DESCRIBED BELOW IN THE ARTICLE 6.

1. INTENTIONS OF PARTIES

The Company intends to issue and sell CUT, blockchain tokens as more particularly described in the whitepaper (the “whitepaper”) available at www.cryptounity.org (the “Website”).

You’ve made a purchase of CUT tokens from CU Limited, a company incorporated in the Republic of Slovenia, registered address: Kotnikova 5, Ljubljana, registration number: 8995958000. (“Company”, “we”, “us” or “our”) and the purchase is subject to these Terms and Conditions of Token Sale (“Terms”).

CUT is short for CryptoUnity token – a native token of the project CryptoUnity. The project aims to bring crypto closer to people by establishing a user-friendly crypto exchange, with a wallet (crypto storage) and issuing a cold wallet as a physical card. It also aims to educate people and provide workshops. By purchasing CUT tokens (hereinafter referred to as CUT) you participate in the creation of the project and use the CUT token within the CryptoUnity ecosystem.

This document and any other document, produced and signed by CU Limited does not constitute an offer or solicitation to sell shares or securities in CU Limited or any of its affiliates. If you have any questions regarding these Terms, please contact us at info@cryptounity.org.

You wish to purchase from the Company a specific number of CUT as part of its public sale. These Terms set out the terms and conditions upon which the Company will issue and sell CUT to you.

You understand and accept that CUT: (a) is not a loan to the Company; (b) does not provide you with any ownership or other interest in the Company; (c) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment; (d) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (e) is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person; and (f) is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products, (g) is not considered as goods or services.

Protections offered by applicable law in relation to the purchase and offering of the financial instruments and/or investments do not apply to the sale and purchase of CUT and neither these Terms nor the white paper constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction.

2. UTILITY OF TOKENS

Ownership of CUT carries no rights, express or implied, other than the right to use CUT as a utility token as disclosed on the website and in the white paper.

In particular, you understand and accept that CUT does not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any right to receive future revenue, dividends, voting rights, shares, intellectual property rights, or any other form of participation or governance in or relating to the Company, unless expressly stated henceforth.

CUT should not be acquired for speculative or investment purposes with the expectation of making a profit on resale. Given that CUT is designed only for particular uses with respect to the CryptoUnity crypto exchange, physical store, and cold wallet, it is not necessarily merchantable and does not necessarily have any other use or value elsewhere but within the ecosystem of the CryptoUnity project.

CUT aims to be a utility token with the following utilities: users holding CUT tokens in the CryptoUnity exchange can have lower trading fees, can be used as a ticket to enter tutorials, courses, and classes, and provide rewards for users. The purpose and utilities of the CUT token are specified in depth in the white paper.

3. TERMS OF TOKEN PURCHASE

Subject to these Terms, the Company shall issue to you and you shall purchase from the Company, a specific number of CUT at a price designated at the time of purchase.

You can pay the purchase price for your desired amount of CUT tokens by:

transferring the amount of BNB, ETH, or USDT of what is equal to the purchase price of CUT tokens to the designated Company’s crypto wallet. The value of BNB, USDT, or ETH tokens at the time of purchase of the CUT tokens shall be used and determined by the applicable price on the CoinMarketCap. The designated wallets of CU Limited to which BNB, ETH, or USDT can be sent are:

• BNB/USDT on BEP-20 standard (BNB Smart Chain network) wallet:

0xDe11e1f085Ecc57C48F3cae70B664347F144C3d1

• ETH/USDT on ERC-20 standard (Ethereum network)  wallet:

0x51BF28F1326d38C94D560e0e703703D5073806FC

• using a bank transfer (SEPA payment) to CU Limited bank account, number:

IBAN SI56 0201 9026 3934 682

For every purchase of CUT Tokens, a buyer shall receive a respectful receipt of the purchased tokens within 24 hours of when CryptoUnity receives the successful transaction. The amount of CUT purchased by you under these Terms shall be transferred to your wallet within 24 hours of the received transaction.

The timeline of the token sale and the price of CUT tokens:

CUT tokens will be available for purchase from 12th December 2023 until further notice. All buyers of CUT tokens are required to undergo the mandatory KYC (Know Your Customer) procedure unless they have completed the KYC process with CryptoUnity before. 

Here is the timeline for CUT token distribution to customers using different payment methods:

Buyers must provide a BEP-20 crypto wallet address, preferably Metamask or TrustWallet. If a wallet address for CUT distribution is not provided, the buyer will be notified via email.

Crypto payments – The wallet address used by the buyer to deposit the purchase amount into the Company’s wallet must be provided along with the transaction ID (hash). CUT tokens will then be sent to the buyer’s wallet within 24 hours after the deposit transaction is confirmed. The CUT price is determined based on CoinMarketCap tracking data at the time the buyer’s deposit was made (a 15-minute interval may apply where the price of CUT tokens can change).

PayPal/Credit Card payments – After a successful transaction to the Company, the buyer will receive CUT tokens in their wallet within 24 hours after the transaction is completed. The CUT price is determined based on CoinMarketCap tracking data at the time the buyer’s deposit was made (a 15-minute interval may apply where the price of CUT tokens can change).

Bank transfers – After completing the purchase order, the buyer will receive an email with instructions to complete the banking transaction to the Company. CUT tokens will be sent to the buyer’s wallet within 24 hours after CryptoUnity received the successful transaction. on the same day, the Company receives the funds in their bank account, precisely at 23:59 CET (on the same day). The CUT price is determined based on CoinMarketCap tracking data, precisely at 23:59 CET on the day CryptoUnity received the transaction (a 15-minute interval may apply where the price of CUT tokens can change).

CUT tokens can also be purchased as a gift, where the customer (buyer) still needs to complete the KYC process and verification.

In the case of purchasing CUT as a Christmas or regular gift, a purchase certificate (as a coupon) will be issued. The buyer must provide the recipient’s name for whom the gift is intended. The certificate will be sent within 24 hours after we receive the transaction (crypto, PayPal, credit card, or bank transfer) and will be delivered via email. The recipient can then claim the CUT tokens through the Company’s website within 6 months of the certificate being sent, by the redeem code written on the certificate. Each code is valid only once.

4. CANCELLATION, REFUNDS, REFUSAL OF PURCHASE REQUESTS

Your purchase of CUT from us is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation, or (ii) as otherwise determined by us in our sole discretion prior to the completion of the distribution of CUT.

It is in our sole discretion to refuse or cancel CUT purchase requests at any time and for any reason whatsoever. CryptoUnity may, at its own discretion and without giving you any reason, cancel the purchase contract after you have finished your purchase before or after the tokens are already distributed, vested, or staked – in such case, CryptoUnity shall refund you the exact value of the purchase in fiat or cryptocurrency within 30 days from the cancellation, together with the state interest rate for late payment (ZOM).

5. ACKNOWLEDGMENTS OF RISKS & DISCLAIMERS

To the fullest extent permitted by applicable law and except as otherwise specified in writing by the Company, (a) CUT is sold on an “as is” and “as available” basis, without any warranties or representations of any kind, and the Company expressly disclaims all implied warranties as to CUT, including, without limitation, implied warranties of merchantability, usage, suitability or fitness for a particular purpose, title, and non-infringement, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent; (b) the Company cannot and do not represent or warrant that CUT is reliable, current or error-free, meets your expectations or requirements, or that defects in CUT will be corrected.

You acknowledge and agree that the Company is under no obligation to issue replacement CUT in the event any CUT or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason, which is not in the sphere of CU Limited.

Any potential future use of CUT in connection with providing or receiving services of CryptoUnity exchange will be governed primarily by other special terms and policies, which will be made available on the Website. The Company may add new terms or policies to the Service Terms and Policies in our sole and absolute discretion, and may update each of the Service Terms and Policies from time to time according to modification procedures set forth therein. In the event of any conflict between this Terms and the Service Terms and Policies, the Service Terms and Policies shall take precedence. It shall be your responsibility to regularly check the Website for any such notices.

Acquiring and storing CUT Utility Tokens involves various risks, in particular that CryptoUnity may not be able to launch some operations and continue developing its platform or community.

Therefore, and prior to acquiring CUT, any user should carefully consider the risks, costs, and benefits of acquiring CUT within the Token Sale, and, if necessary, obtain independent advice in this regard.

Any interested person who is not in the position to accept nor to understand the risks associated with the activity (incl. the risks related to the non-development of CryptoUnity network and operations) or any other risks as indicated in the T&C, should not acquire CUT, at this stage or later.

There is a risk that in some jurisdictions CUT Tokens might be considered as a security, now or in the future. The company does not give warranties or guarantees that CUT Utility Tokens are not a security in all jurisdictions. Each user of CUT shall bear its own legal or financial consequences of CUT Token being considered a security in their respective jurisdiction. The legal ability of a Company to provide CUT Tokens in some jurisdictions may be eliminated by future regulation or legal actions. In the event, that it turns out with a high degree of certainty that CUT Tokens are not legal in certain jurisdictions, the Company will base on its sole discretion either (a) cease operations in that jurisdiction, or (b) adjust CUT Tokens in a way to comply with the regulation should that be possible and viable. It is your obligation to check if the acquisition and disposal of CUT Tokens is legal in your jurisdiction, and by accepting these Terms you expressly agree and warrant that you will not use CUT should their use not be legal in the relevant jurisdiction. The law in certain jurisdictions may limit or restrict the purchase and/or sale of CUT Tokens, as stated at the beginning of this document.

PURCHASE OF CUT TOKENS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD NOT SPEND ANY FUNDS IN THIS TOKEN SALE UNLESS YOU CAN AFFORD TO LOSE YOUR ENTIRE AMOUNT SPENT.

Additionally, any kind of trading of virtual assets and currencies involves significant risk. The value of virtual assets/currencies has high volatility, which means that value can increase and decrease significantly in a very short period of time and at any given moment. Such price fluctuations bring huge uncertainty and fear. The value of a virtual currency and collapse in demand may be influenced by many factors, including irrational (or rational) bubbles, loss of confidence in the currency, changes in software development, government decisions, creation of a competitive currency, technical problems, political or non-political statements, statements of influencers and news and hacker attacks. Your virtual assets may be lost by losing your password, private key or other security code. There are also other potential risks hat may not be foreseen here or in the Terms of sale. Do not buy CUT tokens just because you have fear of missing out (FOMO). If you are uncertain, you can wait until the tokens are listed on the exchange and buy the tokens there.

The value of CUT Tokens may fluctuate and you may suffer a loss in the value of such acquired CUT Tokens. In addition to the loss of value risk, CUT Tokens are entirely uninsured and are unlike bank accounts or accounts at some other financial institutions.

You agree that you purchase, receive, and hold the CUT tokens at your own risk and that the tokens are provided on an ‘as is’ basis without representations and warranties of any kind, either express or implied. It is your own responsibility to determine if you are legally allowed to purchase CUT tokens in your jurisdiction and whether you can resell CUT tokens to another purchaser in any given jurisdiction. You bear the sole responsibility for determining or assessing the tax implications of your participation in the crowd sale, purchasing, or receiving and holding CUT tokens in all respects and in any relevant jurisdiction.

You represent and warrant to us that the contributed funds do not derive from any illegal activity and allow us appropriate Anti-Money Laundering (AML) / counter-terrorist financing (CTF) Checks.

You understand and accept that we may at any time and without any explanation reject any contribution on the basis of simple suspicion that the funds derive from illegal acts or that AML / CTF regulation was not honored.

CU Limited, its founders, team members and any third party involved in CryptoUnity project do not represent, warrant, or assume any legal liability arising out of or related to the accuracy, reliability, or completeness of any material contained in this white paper or any accompanying material or statements. To the maximum extent permitted by the applicable laws, regulations, and rules, CU Limited staff will not be liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract, or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on this white paper or any part thereof, or any accompanied material, statements or information provided on the CryptoUnity website by you.

These terms and conditions may (but not necessarily) be updated or altered according to the latest version of the white paper prevailing over previous versions. We will notify you about the changes but it is your own responsibility to stay tuned and keep up with the changes.

6. PROHIBITION OF SALE AND PURCHASE

You should also not participate in a token sale if you are a citizen, a (permanent) resident, a green card holder, or have any type of residential certificate in any of the following countries: Bangladesh, Bolivia, People’s Republic of China, Cuba, Algeria, Ecuador, Islamic Republic of Iraq, Iran, Cambodia, Sri Lanka, Morocco, North Macedonia, Republic of Nepal, Pakistan, North Korea, Singapore, Seychelles, United States of America, Venezuela and other countries, not stated here that prohibit or limit the token sale according to laws, rules, legal acts and other regulations OR countries that consider token sale as selling stocks and other regulated financial instruments.

7. COMPANY REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to you that:

(a) The Company is a company duly organized, validly existing, and in good standing under the laws of Slovenia and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted.

(b) The execution, delivery, and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to you, has been duly authorized by all necessary actions on the part of the Company.

(c) This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(d) To the knowledge of the Company, it is not in violation of (i) its current articles of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company, or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.

(e) To the knowledge of the Company, the performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.

(f) To the knowledge of the Company, no consents or approvals are required in connection with the performance of this instrument.

(g) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without an infringement of the rights of others.

8. PURCHASER’S REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant to the Company that:

(a) You have read and understood all the terms of this Terms (including all Schedules) and the white paper.

(b) You acknowledge and consent that the white paper may change during the time leading up to the date of distribution of CUT to you hereunder, and you accept the obligation to promptly read new versions of the white paper, which will be made available via the Website.

(c) You have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand this Terms and to appreciate the risks and implications of purchasing CUT.

(d) If you are an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase CUT, accept this Terms and enter into a binding agreement with the Company. If you are a legal person, you are duly organized, validly existing and in good standing under the laws of your domicile and each jurisdiction where you conduct business or where your assets are located. Either natural or legal person, you are not a citizen, resident (tax or otherwise), or domiciliary and/or green card holder of prohibited areas of purchase, stated in Article 6.

(e) You have obtained sufficient information about the CUT and CryptoUnity project to make an informed decision to purchase CUT.

(g) You are purchasing CUT to participate in the CryptoUnity project. You are not purchasing CUT for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.

(h) Your purchase of CUT shall be made in full compliance with any applicable regulation, your own national jurisdiction and its laws, national tax obligations to which you may be subject in any relevant jurisdiction.

(i) The contributions made to purchase CUT are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use CUT to finance, engage in, or otherwise support any unlawful activities. To the extent required by applicable laws and regulations, you shall fully comply with all anti-money laundering and counter-terrorism financing requirements in all relevant jurisdictions.

(j) You understand that you must bear the economic risk of purchasing CUT for an indefinite period of time. You understand that to the extent CUT is security under the laws of any jurisdiction in which CUT is to be traded or the subject of transfers, such trades or transfers of CUT may be restricted by such laws, and that no market exists or is expected to develop for CUT.

(k) you shall perform the mandatory KYC (Know Your Customer) client identification procedure by providing us with: name, surname, address, date of birth, ID number, scan of ID document.

You hereby acknowledge that the Parties have entered into these Terms in reliance upon the representations and warranties being true, accurate, complete and non-misleading.

9. CONFIDENTIALITY

The Parties shall keep confidential, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning the transactions contemplated by this Terms (including without limitation all commercial information such as sale price, number of tokens sold, discount (if any), as well as schedule for delivery of tokens).

10. MISCELLANEOUS

This Terms sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral of written, between the Parties. Any provision of this instrument may be amended, waived or modified only upon the written agreement between the Parties.

In the event any one or more of the provisions of this Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Terms operate or would prospectively operate to invalidate this Terms, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Terms and the remaining provisions of this Terms will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

All rights and obligations hereunder will be governed by the laws of Slovenia, without regard to the conflicts of law provisions of such jurisdiction. Any dispute between the Parties arising out of or relating to these Terms or its subject matter shall be resolved in the courts of Slovenia.