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Terms and Condition

PLEASE READ THESE TERMS OF SALE CAREFULLY. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE THESE COINS.

Your purchase of Ovato Coins (“OVO”) from Ovato Pte Ltd, a corporation of Singapore Company,” “we,” “us,” “ours”), is subject to these Terms of Sale (“Terms”). Each of you and Company is a “Party,” and together constitute the “Parties.”

By purchasing OVO from us, 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 60 Paya Lebar Road #05-40B Paya Lebar Square, Singapore 409051.

a. OVO are blockchain-based coins designed and intended for users of the Ovato Platform to obtain OVO from Company and other Ovato Platform users (collectively, the “Coin Function”).

a. Purchase, ownership, receipt or possession of OVO carries no rights, express or implied, other than the right to use OVO in connection with Coin Function. You understand and accept that OVO do not necessarily 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 Company and its corporate affiliates, including the governance of Company and its corporate affiliates, subject to limitations and conditions in these Terms. OVO are not intended to be a digital currency, commodity or any similar kind of financial instrument.

Unless otherwise stated herein, these Terms govern only your purchase of OVO from us. Company will have no responsibility for the use of OVO after OVO are sold.

Your purchase of OVO from us is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel OVO purchase requests at any time in our sole discretion.

You acknowledge and agree that there are risks associated with purchasing OVO, owning OVO, and using OVO in connection with Coin Function, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at info@ovato.com BY PURCHASING OVO, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

You will implement and assume responsibility for implementing reasonable measures for securing your Purchaser Wallet and any other wallet or vault you use to hold OVO you purchase from us, including any requisite private keys or other credentials necessary to access your Purchaser Wallet or other wallet or vault. Notwithstanding any other provision of these Terms, we will not be responsible or liable for any damages, losses, costs, penalties, fines or expenses arising out of or relating to (i) your failure to implement reasonable measures to secure your Purchaser Wallet or any other wallet or vault you use to hold OVO or the relevant access credentials, (ii) the loss of, tampering with, circumventing or unauthorized use of any of the access credentials to your Purchaser Wallet or any other wallet or vault you use to hold OVO, (iii) any security breach affecting the security of your Purchaser Wallet or any other wallet or vault you use to hold OVO or (iv) the loss of OVO from your Purchaser Wallet or any other wallet or vault you use to hold OVO.

Please refer to our Coin Sale Privacy Policy at www.ovato.com for information about how we collect, use and disclose your Registration Information and other information collected through www.ovato.com/privacy.

Any amounts that you pay for OVO are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of OVO, including, for example, sales, use, value added, and similar taxes. It is your 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 OVO.

a. You have read and understand the terms and conditions of these Terms (including all exhibits which are a part of these Terms). a. You have obtained sufficient information about OVO to make an informed decision to purchase OVO. a. You understand, acknowledge and assume the restrictions and risks associated with the purchase, holding and use of OVO as set forth herein, including, but not limited to, the risks explained and disclosed in Section 6 and Exhibit C. a. You understand that OVO are intended to be used only in connection with coin function and may not confer rights of any form with respect to Company or its corporate affiliates, including, but not limited to, any ownership, voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. a. You are purchasing OVO solely for use in connection with coin function and are not purchasing OVO for any other purposes, including, but not limited to, any speculative or other financial purposes. a. You understand and acknowledge that the Company is not registered with or licensed by any financial regulatory authority. Accordingly, no financial regulatory authority has passed upon the contents of these terms or the merits of purchasing OVO, nor have these terms been filed with, or reviewed by, any financial regulatory authority, a. All registration Information you have provided is complete and accurate. a. You are at least 18 years of age. a. Your purchase of OVO complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing OVO, using OVO, and entering into contracts with us, (ii) any foreign exchange or regulatory or import/export restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. b. You hereby certify that you are not (i) a citizen or resident of a geographic area in which purchase, holding or use of OVO or similar coins is prohibited by applicable law, decree, regulation, treaty, or administrative act (including but not limited to China and South Korea), (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) 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 List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. You hereby represent and agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify Company and cease using OVO. You agree that you will not knowingly sell or otherwise transfer OVO to a party subject to U.S. or other applicable sanctions. a. If you are purchasing OVO on behalf of any entity, (i) you are authorized to accept these terms and to act on such entity’s behalf, (ii) 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 (iii) such entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization. o. You will not use OVO or the Ovato Platform in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of OVO or the Ovato Platform in connection with transactions that violate U.S. federal or state securities or commodity laws. o. You will at all times maintain control of your purchaser wallet, and you will not share or disclose the account credentials associated with your purchaser wallet with any other party. If you transfer OVO from your purchaser wallet into another wallet or vault, you will likewise at all times maintain control of such other wallet or vault, and you will not share or disclose the account credentials associated with such other wallet or vault with any other party. o. You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of OVO. You understand and acknowledge that title to, and risk of loss of, OVO you purchase from Company passes from Company to you in Singapore. a. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our 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 OVO, (ii) your responsibilities or obligations under these Terms, (iii) any breach by you of these terms, or (iv) any infringement or violation by you of any rights of, or laws or regulations applicable to, 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 11(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) OVO ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO OVO, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT OVO ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN OVO WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OVO OR THE DELIVERY MECHANISM FOR OVO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

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 12 may not apply to you.

a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR LOSS OF PROFITS OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR LOSS FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF OVO OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LOSS WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY) FOR ANY LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE OVO, EXCEED THE AMOUNT YOU PAY TO US FOR OVO.

THE LIMITATIONS SET FORTH IN SECTION 13(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR WILLFUL DEFAULT OF COMPANY.

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 and the acts or omissions of third-parties. You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release (including similar laws in other applicable jurisdictions) to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS ADDITIONAL PROVISIONS APPLICABLE ONLY TO INDIVIDUALS RESIDENT OR DOMICILED IN THE UNITED STATES. IF YOU ARE RESIDENT OR DOMICILED IN THE UNITED STATES, THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. IF YOU ARE RESIDENT OR DOMICILED OUTSIDE THE UNITED STATES, THIS SECTION DOES NOT APPLY TO YOU AT ALL AND FORMS NO PART OF OUR AGREEMENT WITH YOU.

  1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
  2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
  3. Federal Arbitration Act. These Terms affect interstate commerce and the enforceability of this Section 15 will be both substantively and procedurally governed by and construed and enforced in accordance with arbitration law in Singapore to the maximum extent permitted by applicable law. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within 30 days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at Info@ovato.com. We may provide notice to you via email to the email address you provide in connection with Registration. Your notice must include (i) your name, postal address, email address and telephone number.

ii. a description in reasonable detail of the nature or basis of the dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the dispute within 30 days after the date notice is received by the applicable party, then either you or Company may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15(a), file a claim in court.

a. Any arbitration will occur in Singapore. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the International Centre for Dispute Resolution (“ICDR”), which are hereby incorporated by reference. The courts located Singapore will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award where you reside if the Dispute meets the requirements to be heard in small claims court.

a. Authority of Arbitrator. As limited by the arbitration law in Singapore, these Terms and the applicable ICDR rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

a. Rules of ICDR. The rules of ICDR and additional information about ICDR are available at https://www.adr.org/sites/default/files/ICDR%20Rules_0.pdf. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of ICDR, or (ii) waive your opportunity to read the rules of ICDR and any claim that the rules of ICDR are unfair or should not apply for any reason.

Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 15 is held invalid or unenforceable, it will be so held to the minimum extent required by law—and all other terms, clauses and provisions of this Section 15 will remain valid and enforceable. Further, the waivers set forth in Section 15(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

These terms will be governed by and construed and enforced in accordance with the laws of Singapore, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties arising out or relating to these terms or its subject matter or formation (including non-contractual disputes of claims) will be resolved in the courts of Singapore.

If any term, clause or provision of these terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these terms.

These Terms constitute the entire agreement between you and us relating to your purchase of OVO from us. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. We may assign our rights and obligations under these Terms. Purchasing OVO from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form.

Before purchasing OVO in the coin sale or final delivery of the coins themselves you will be required to review, agree to, and comply with these Terms.

Ovo will be delivered to your Ovato Wallet that can be downloaded at oveao.wallet.com You acknowledge that title to, and risk of loss of, OVO delivered by the smart contract passes from Company to you in Singapore.

1 Legal Aspects of the Agreement

We have thoroughly examined the legal and regulatory requirements and implications of selling the OVO coin. We have identified the following important issues and have decided to take necessary and prudent steps to comply with relevant rules and regulations to minimize the risks associated with these issues:

  • Whether the OVO coin is a security under the Howey test.
  • Anti-money laundering (AML) and Know Your Customer (KYC) requirements.

This list of legal and regulatory issues is not intended to be comprehensive, though it does cover the most important compliance and policy matters.

After detailed and careful analysis of the features of the OVO coin and potentially relevant laws and regulations, we have made several decisions about these issues. An application of the Howey test to the OVO coin indicates that it is likely not a security. We will also evaluate the applicability of other laws and follow them in executing the sale of the OVO coins.

Second, Ovato will follow anti-money laundering and Know Your Customer procedures in the sale and beyond. Gathering participant information in a manner consistent with, or as required by, Know Your Customer regulations will ensure that the sale follows relevant compliance requirements.

3 Unanticipated Risks

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

NAME:

SiGNATURE: ______________________________________________________________

Date:

USD WIRE AMOUNT

TOTAL NUMBER OVO:

PRICE PER COIN

SALE TYPE :

* Please see next page for wiring instructions

within 72 hours, proof of wire or Transfer of Bitcoin must be submitted to: payment@ovato.com

Bank Name : Oversea-Chinese Banking Corporation Limited

Address : 65 Chulia Street, OCBC Centre, Singapore 049513

SWIFT Code : OCBCSGSG

Account Name : Ovato Pte Ltd

Account No : 503426454301 Address : 60 Paya Lebar Road, HEX05-40B Paya Lebar Square, Singapore, Singapore, 409051

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