Presale agreement

UNIVERSAL TRANSACTION TOKEN
TOKEN SALE AGREEMENT

Seller: Universal Tokenized Technologies Ltd, a company registered in England & Wales with registration number 14990798

Buyer: [Buyer Name]

Each a “Party” and collectively the “Parties” have entered into this Agreement:

Background

The Seller has developed software to implement a decentralized application called UNITT Messaging dApp (the “Application”) that enables its users to exchange digital content with other users in exchange for digital utility tokens. In connection with the development of the Application, the Seller has generated Universal Transaction Tokens (the “Token” or “UTT”), which will be the only token that can be used within the Application when it is fully developed and successfully deployed.

1 Structure and Terms

1.1 The Agreement: The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller a specified number of UNITT Tokens (the “Purchase Number of Tokens”) subject to the terms set forth in this Agreement.

1.2 Form of Payment: The Buyer shall transfer to the Seller a specified amount of Kadena cryptocurrency (the “Purchase Amount”) by using the smart contract functionality active on this Website. The Buyer shall bear all fees, charges, or commissions associated with the payment, ensuring that the Seller receives the full Purchase Amount.

1.3 Execution of the Agreement: This Agreement is deemed executed and binding upon the Buyer making a payment amounting to the Purchase Amount using the functionality as detailed on this Website.

1.4 Know Your Customer: The Seller shall have the right to request the Buyer to provide proof of identity and proof of the source of the funds used to make the payment of the Purchase Amount; requirements to the form and the contents of such a proof shall be communicated by the Seller to the Buyer in writing.

1.5 Delivery of Tokens: To receive the Tokens, the Buyer will provide the Seller with a Public Key on the Kadena blockchain that the Buyer owns and to which the Purchase Number of Tokens will be delivered. The Buyer is solely responsible for the correctness of the Public Key. The Seller will not be liable for any losses resulting from the Buyer providing the wrong Public Key. The Buyer is also solely responsible for securely storing the private keys to the respective Public Key.

1.6 Vesting Schedule: The delivery of the Tokens to the Buyer’s Public Key shall commence 30 days (the “Lock-up Period”) after the Purchase Amount has been received by the Seller, and shall continue in equal instalments each day for 180 days (the “Vesting Schedule”).

1.7 Restrictions on the Delivery of Tokens: The Seller shall not deliver any Tokens if such delivery would, in the Seller's reasonable determination, breach any applicable law. The Buyer acknowledges that if they do not fall within a special category of investors required by applicable law to purchase the Tokens, including but not limited to registered, qualified, or accredited investors, the Seller may void this Agreement. The Buyer agrees to provide evidence confirming their status as a special category of investor from a relevant authority, if requested. Notwithstanding the Seller's verification of the Buyer’s investor status, the Buyer bears sole responsibility for ensuring compliance with all applicable laws regarding the receipt, holding, use, disposal, or any other action pertaining to the Tokens. By signing this Agreement, the Buyer confirms receipt of legal counsel's advice stating that entering into this Agreement does not contravene any applicable law.

1.8 Dissolution Event: In the event of a Dissolution Event occurring after the Buyer has paid the Purchase Amount but before the Tokens are delivered to the Buyer, the Seller shall reimburse the Buyer an amount equivalent to the Purchase Amount, to be paid no later than the completion of said Dissolution Event. In the case of an involuntary Dissolution Event, such as bankruptcy or regulatory intervention, and if the Seller's assets are insufficient to fulfil payments to the Buyer, other parties with similar agreements, and other creditors, distribution shall be made pro-rata among all creditors of the Seller. “Dissolution Event” means liquidation, dissolution, or winding up of the Seller or cessation of the Seller’s operation, whether voluntary or otherwise.

1.9 Termination: This Agreement shall be deemed terminated if and when: (i) the Purchase Number of Tokens is delivered to the Public Key provided by the Buyer; (ii) the Purchase Amount is not delivered to the Seller in compliance with clause 1.3; or (iii) the Purchase Amount is returned to the Buyer following a Dissolution Event.

2 Additional Provisions

2.1. The Buyer hereby agrees to and acknowledges the following with respect to the Token Sale Agreement:

2.1.1 Purpose of Tokens: The Tokens do not have any rights, uses, purpose, attributes, functionalities, or features, express or implied, outside the UNITT Application.

2.1.2 Seller’s use of proceeds: The proceeds from the sale of the Tokens will be utilised by the Seller in its sole discretion.

2.1.3 Limited ability to transact or resell: The Buyer may be unable to sell or otherwise use the Tokens at any time, or recover the Purchase Amount. The Buyer further acknowledges, understands and agrees that: (i) the Tokens may have no value; (ii) the Application will never become operational; and (iii) the Seller is not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise.

2.2 No representations or Warranties: The Seller makes no representations or warranties, whether express or implied, including but not limited to warranties of title, merchantability, or fitness for a particular purpose, regarding the development of the Application or the Tokens, their utility, or the ability of any party to purchase or utilise the Tokens presently or in the future. Additionally, the Seller, or the Seller’s affiliates make no representations or warranties regarding the uninterrupted or error-free nature of the process of purchasing and/or receiving the Tokens, or the reliability and error-free nature of the Tokens.

2.3. No Other Rights Created. The purchase of the Tokens: (i) does not provide the Buyer with rights of any form with respect to the Seller or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (ii) is not a loan to the Seller; and (iii) does not provide the Buyer with any ownership or other interest in the Seller.

2.4. Intellectual Property. The Seller retains all current and future right, title and interest in all of the Seller’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Buyer may not use any of the Seller’s 
intellectual property for any reason without the Seller’s prior written consent.

3 Representations and Warranties of Buyer

3.1 Authority: The Buyer represents and warrants that it has all requisite power and authority to enter into this Agreement and purchase the Tokens, and to carry out and perform its obligations under this Agreement.

3.2 Legality: The Buyer represents and warrants that by entering into this Agreement, the Buyer does not violate any applicable law, or laws or regulations of the Buyer’s country, or laws and regulations of the territory where the Buyer is located.

3.3 Own Account: The Buyer represents and warrants that it is purchasing the Tokens for its own account, and not as a nominee or agent, and not with a view to resell or distribute the Tokens.

3.4 Prohibited Person: The Buyer represents and warrants that they and their affiliates, equity investors, directors, officers, managers, or direct or indirect beneficial owners are not residents or citizens of restricted countries or on any sanctions lists. The full list is provided in the Agreement.

3.4.1. Resident, citizen or a tax resident of Afghanistan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Canada, Central African Republic, Cuba, The Democratic Republic of the Congo, Côte d’Ivoire, Cuba, Democratic People’s Republic of Korea, Ethiopia, Ghana, Guinea, Guinea-Bissau, Haiti, Islamic Republic of Iran, Iraq, Libya, Mali, Myanmar, Nicaragua, Russia, People’s Republic of China, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Trinidad and Tobago, United Kingdom, United States of America, Venezuela, Yemen, and Zimbabwe (together and individually, a “Restricted Country”);

3.4.2. On the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury;

3.4.3. On the UK Sanctions List or on the Consolidated List of Financial Sanctions Targets in the UK as published by the HM Treasury;

3.4.4. On the Consolidated Financial Sanctions List as published by the European Commission;

3.4.5. Citizens, residents, or incorporated in high-risk jurisdictions according to the latest FATF public statements, State Sponsors of Terrorism as identified by the U.S. Department of State, high-risk jurisdictions as identified by the European Commission;

3.4.6. Person identified as a terrorist organisation on any other relevant lists maintained by governmental authorities; and

3.4.7. Senior political figures, or any immediate family member or close associate of a senior foreign political figure.

3.5. Non-Involvement in Financial Crimes. Non-Involvement in Financial Crimes. The Buyer confirms that the funds utilized to fulfil the payment of the Purchase Amount have not been procured through any financial criminal activities, including those involving blockchain-based assets. Furthermore, the Buyer affirms their capability to demonstrate the lawful origin of 
said funds.

3.6. Sufficient Knowledge. The Buyer represents and warrants that it has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of the purchase of the Tokens, including but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of the Tokens, and liability to the Seller and its 
affiliates and others for its acts and omissions, including with limitation those constituting breach of this Agreement, negligence, fraud or willful misconduct. Purchaser has obtained sufficient information in order to make an informed decision to purchase the Tokens.

4 Limitation of Liability

4.1 Limitation of Liability: To the fullest extent permitted by applicable law, the Buyer disclaims any right or cause of action against the Seller of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of the Seller. The Seller shall not be liable to the Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential or exemplary, even if and notwithstanding the extent to which the Seller has been advised of the possibility of such damages. The Buyer agrees not to seek any refund, compensation or reimbursement from the Seller or its affiliates, regardless of the reason, and regardless of whether the reason is identified in this Agreement.

5 Disclaimers

5.1. The Buyer expressly acknowledges, understands and agrees that the Buyer is 
purchasing the Tokens at the Buyer’s sole risk and that the Tokens are each 
provided, used and acquired on an “AS IS” and on an “AS AVAILABLE” basis 
without representations, warranties, promises or guarantees whatsoever of any 
kind by the Seller, and the Buyer shall rely on its own examination and investigation
thereof.

5.2. The Buyer acknowledges and agrees that:

5.2.1. Neither the Tokens nor this Agreement have been registered under any laws of any jurisdiction, and that the Seller has no plans to do so;

5.2.2. There is substantial uncertainty as to the application of securities, financial, and other laws to virtual assets such as the Token, and that the interpretation of existing laws or new laws may affect the regulatory status of the Tokens and/or this Agreement;

5.2.3. Although the Seller does not intend for the Tokens to be securities under any law, the Buyer assumes that this Agreement and the Tokens could be considered securities under the law, meaning that the Tokens could be subject to restrictions including, but not limited to, restrictions on Transfer;

5.3. The Buyer acknowledges and agrees that terms in this Agreement are subject to change, modifications, amendments, alterations, or supplements, at the Seller’s sole discretion. If such changes, modifications, amendments, alterations, or supplements will occur, the Seller may inform the Buyer by publishing relevant notification on the Website. The Buyer’s continued use of the Website after any amendments or alterations of this Agreement and/or the Website shall constitute the Buyer’s consent and acceptance of the notification.

5.4. The Buyer acknowledges and agrees that the Seller reserves the right, at its own and complete discretion and at any time to modify or to temporarily or permanently suspend or eliminate the Website, and/or disable any access to the Website for any reason. The Seller reserves the right in its own discretion to deny any buyer from participating in the Token Sale.

6 Transfer of the Agreement. Unless specifically stated otherwise, this Agreement, nor any rights under it, cannot be assigned, conveyed, or transferred by the Buyer, in whole or in part, without the Seller’s prior written consent.

7. Entire Agreement. This Agreement and the documents referred to in it, together with all the exhibits and schedules, constitute the entire agreement and understanding of the Parties about the respective subject matter. It supersedes any prior negotiations, correspondence, warrants, agreements, understandings duties or obligations between the Parties on that subject matter.

8. Severability. If one or more provisions of this Agreement are found unenforceable under the applicable law, such provision shall be excluded from this Agreement to the extent they are unenforceable. The remainder of the Agreement shall be interpreted as if such provisions were excluded and shall be enforceable in accordance with the 
remaining terms.

9. Jurisdiction and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of England & Wales. The Parties agree to engage in good faith negotiations to resolve any disputes that may arise between them. In the event of a dispute, the Parties shall make reasonable efforts to resolve it amicably through negotiation