NEBY Token Sale Terms

This agreement and the terms and clauses contained herein (hereinafter: these “Terms”) apply to the acquisition, use, trading and/or any other use (in the widest sense) of the cryptographic tokens called NEBY tokens (hereinafter: the “Token(s)”), which are to be issued by NEBY (defined below) to participants, contributors and/or users (in the widest sense) of NEBY and/or the Project (defined below) like you.

Upon acceptance of these Terms by you, either by acceptance on NEBY's website, acknowledgment and/or receipt of the Tokens, a legally binding agreement is formed between you and NEBY (CoC no.: 94597766, hereinafter: “NEBY”), of which agreement these Terms form an integral part.

You (hereinafter: the “Participant”) and NEBY are hereinafter jointly referred to as: the “Parties”.

Recitals:

1. NEBY exploits a business which is engaged in the development of a blockchain project that will, in the end, launch a decentralized exchange (DEX). Set to become a flagship DEX in the Oasis ecosystem, the NEBY platform will be equipped with a range of features that improve the DeFi experience on the Oasis (network) blockchain. The platform is developed and active on the Oasis (network) blockchain, which is further described in NEBY's whitepaper and further project information, that can be found on NEBY's website: https://www.neby.exchange/ (the “Website”).
2. Under and in connection with the Project, the Tokens are to be issued by NEBY to participants, contributors and/or users of the Project. The Tokens will play a central role under and in connection with the Project and are envisaged to have the following (future) functionalities:
   1. Staking : Token holders can earn rewards through staking their Tokens for a period of time. A percentage of the transaction fees paid by third parties for buying, selling or transferring the Token is used to fund the rewards.
   2. Liquidity provision : Token holders can provide liquidity for the liquidity pair used for buying and selling the Token, containing the Token and the native token of the Oasis blockchain (ROSE) tokens. Token holders providing liquidity are rewarded with additional Tokens and a percentage of the transaction fees deriving from swaps made with Tokens and ROSE tokens.
   Additionally, but at a later stage, it is envisaged that the Token will have the additional utility of governance ; enabling holders of the Token to vote on certain decisions and directions, including the development of features and new products.
3. Participant is interested in the Project and therefore wants to obtain Tokens on the terms and conditions set forth in these Terms.
4. Participant realises that the Project as described in recital A is still under fundamental development, which means that, among other things but not limited to that, there is a significant risk for Participant that the Tokens (in the end) may not represent any practical or actual monetary value, and that Participant specifically, but not limited to that:
   1. does not have any opportunity to acquire shares or similar (property and/or equity) rights in NEBY's capital;
   2. will not obtain any control over or in NEBY, or any other legal entity, in any form whatsoever;
   3. is not entitled to any repayment of the Agreed Amount (defined below) in any form whatsoever, unless stated otherwise in these Terms;
   4. is not entitled to any interest compensation on the Agreed Amount in any form whatsoever;
   5. is not entitled to any (property) right regarding the (intellectual property rights with regard to the) Project in any form whatsoever, while NEBY will not provide the Project's source code to Participant, in any form whatsoever;
   6. realises that the Tokens may lose their value in part or in full or can increase significantly in value, which may lead to significant tax implications (claims) on the part of Participant;
   7. realises that the Tokens may not always be transferable and/or exchangeable (e.g. to the extent that there is no buyer at hand);
   8. realises that the Tokens may not be liquid;
   9. realises that these Terms do not constitute an offer or solicitation to sell financial instruments, whereas any such offer or solicitation to sell financial instruments can be made only by means of a prospectus or other offering documents pursuant to EU regulations;
   10. realises that NEBY's whitepaper, further documentation and information with regard to the Project nor these Terms constitute(s) a prospectus as referred to in Regulation (EU) 2017/1129 or another offering document pursuant to EU legislation or Dutch law;
   11. realises that more than one other party will obtain or already has obtained Tokens, which means that there is no exclusivity for Participant in any form whatsoever;
   12. realises that the Project's development is not yet finalised which means that the Project may not be feasible for technical, economic, commercial or other reasons, in which case Participant does not have any right to compel NEBY to continue developing the Project, and/or to compel NEBY to carry out and/or to cause others to carry out any other action(s);
   13. realises that the Tokens are created and (partly) issued, but that continuous creation, issuance and functionality thereof is subjected to the further development of the Project, which means it may be possible that the Tokens cannot (in practice) be issued and/or exchanged as a result of (changed) market conditions, (amended) legislation, (changed) points of view on the part of the regulators and/or for other reasons, so that it is not certain that Participant will actually obtain and/or use the Allocated Tokens (defined below), in which case Participant is not entitled to any repayment of the Agreed Amount and/or compensation in any form whatsoever;
   14. realises that these Terms constitute an agreementsui generis and do not in any way constitute a loan agreement, purchase agreement, barter agreement or security, while the funds provided by Participant do not in any way constitute a debt owed by NEBY towards Participant nor does it grant Participant any rights with respect to NEBY other than as stipulated in these Terms, while furthermore the activities of NEBY in connection with these Terms are not regulated under the Dutch Financial Supervision Act (Wet op het Financieel Toezicht);
   15. acknowledges that the Tokens are not securities (effecten), financial instruments (financiële instrumenten) and/or financial products (financiële producten), within the meaning of the Dutch Financial Supervision Act and no items or objects (zaken), within the meaning of the Dutch Civil Code (Burgerlijk Wetboek); and
   16. Participant is not entitled to personally or via (a) class action(s) hold NEBY, its advisors, shareholders and/or its directors, liable for any damages arising out of any of these or the foregoing recitals, nor for any damages arising out of or in connection with (the execution of) these Terms as a whole and/or the Project.
5. In order to illustrate the (technical) knowledge of Participant of the status and functioning of blockchain technology and the application thereof, Participant hereby acknowledges (that Participant realises), amongst other things but not limited to, that:
   1. blockchain is a new and largely unregulated form of interaction and doing business. Many jurisdictions have not yet adopted their legal systems to this application of technology. As a result of this, upcoming changes in legal systems and/or other circumstances may result in substantial changes in the blockchain application and/or the (execution of the) Project, which in turn may lead to (the complete) loss of (the value of) the Tokens;
   2. once the Tokens have been transferred by NEBY, they are only accessible via a digital wallet. The wallet requires the means to store and access the private key. If either the private key or wallet is compromised this can result in the unrecoverable and permanent loss of the Tokens which are held in that wallet; and
   3. blockchain and the (underlying) software(products) are (still) in a development-stage and have not been proven to be without error. Therefore, NEBY cannot give Participant and other parties like Participant any warranties regarding the errorless and hack-free functioning and performance of NEBY's network, the Project and/or the blockchain(s) on which they are based.
6. Participant realises and acknowledges that the Project is still in the process of development and this development has no fixed timeline or deadline. The issuing and distribution of the Tokens is planned on a best effort basis. Participant realises and acknowledges that digital tokens and other blockchain-related technologies are new and untested, and are thus inherently risky. NEBY is not responsible for any non-performance resulting from adverse changes in market forces or the technology. In addition, Participant has been warned and understands the following risks:
   1. legal risks regarding securities regulations;
   2. risks associated with blockchain-related technologies;
   3. risks of unfavourable regulatory actions;
   4. risks of cyber theft and hacking;
   5. risks of security weakness of codes & software;
   6. weaknesses of cryptography & mining attacks;
   7. risk of loss of value of the Tokens;
   8. the Project may not meet Participant's expectations;
   9. the Project may never be (fully) completed;
   10. regulatory risks associated with the Tokens and/or the Project; and/or
   11. risks of losing the Agreed Amount.
7. Participant realises and acknowledges that these Terms, in relation to the Tokens, does not constitute an offer or invitation to subscribe for or to purchase any securities nor solicit any investment in any jurisdiction. Participant agrees to seek professional advice if he or she is in any doubt as to any aspect of these Terms.

Have agreed as follows:

1. Interpretation

   1. In these Terms, the capitalised words have the following meaning:

      Agreed Amount	the amount in cryptocurrency that Participant transfers to NEBY in order to obtain Tokens
      Allocated Tokens	the Tokens that Participant may obtain from NEBY under these Terms
      Article	an article of these Terms
      NEBY	as specified in the heading of these Terms
      Participant	you, a party to these Terms
      Parties	Participant (you) and NEBY jointly
      Project	the project as described in recital A of these Terms
      Terms	this agreement and the terms and clauses contained herein
      TGE	the token generation (event) of the Token
      Token Price	the price per Token in US Dollar (USD)
      Token Receipt Address	wallet address to be provided by Participant in order to receive the Allocated Tokens
      Tokens	cryptographic NEBY tokens that play a central part in the Project and its accompanying functionalities
      Website	NEBY's website: https://www.neby.exchange/

   2. These definitions apply in the singular form as well as in the plural form of these definitions.
   3. The contents of the recitals in these Terms form an integral part of what the Parties have agreed upon.

2. Acquisition of Tokens

   1. Participant may obtain Tokens from NEBY by participating in an acquisition and/or launch event as indicated on the Website or from NEBY directly. The Allocated Tokens that Participant may obtain from NEBY is dependent on the Token Price as well as the amount in cryptocurrency that Participant transfers to NEBY (the Agreed Amount), the modalities and specifics of which are to be exclusively determined and indicated by NEBY per specific token sale (round) and/or (other) specific transaction.
   2. Any transaction fees however named are for the account of Participant.
   3. The Token Price as well as the exchange rate with regard toc.q. in relation to the relevant cryptocurrency and the Token Price and vice versais exclusively determined by NEBY and/or a third party designated by NEBY.
   4. At NEBY's request, Participant shall provide any and all information required by NEBY and/or a third party designated by NEBY to perform the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by NEBY and/or a third party designated thereto by NEBY. Participant is obliged update any and all information provided under this Article 2.4 if and to the extent such information is no longer accurate and correct. This shall be the sole responsibility of Participant him-/herself. After completion of the KYC and AML checks, Participant remains obliged towards NEBY, to provide any information and/or produce any document to enable NEBY to comply with any contractual, factual and/or statutory KYC/AML obligation of itself towards authorities and/or (financial) service providers, such as (non-exclusive) banks, payment service providers, exchanges, et cetera.
   5. The Agreed Amount is exclusive of all applicable taxes. Participant is solely responsible for determining what, if any, taxes apply in the jurisdiction of Participant regarding entering into these Terms, including, for example, sales, use, value added, and similar taxes. It is also the sole responsibility of Participant to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. NEBY is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from Participant entering into these Terms, in any from whatsoever.

3. Obligations of NEBY

   1. In consideration for the receipt of the Agreed Amount, NEBY hereby undertakes the obligation with respect to Participant to ensure that Participant will obtain the Allocated Tokens in accordance with the procedure stated in Article 4.2. 
   2. The distribution of the Allocated Tokens by NEBY to Participant is subjected to the cumulative conditions precedent (cumulatieve opschortende voorwaarden) that:
      1. NEBY has unconditionally received the Agreed Amount;
      2. Participant successfully passes the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by NEBY and/or a third party designated thereto by NEBY. This is to be determined at the sole discretion of NEBY and/or a third party designated by NEBY;
      3. in the event of (the use of) a whitelist: Participant is whitelisted by NEBY;
      4. Participant claims the Tokens via the token sale portal on the Website;
      5. Participant is not (acting) in breach of these Terms; and
      6. the distribution of the Tokens takes place, which distribution is envisaged to take place immediately after TGE via a specific release/vesting scheme, (starting) at the closing of the relevant token sale(s) (rounds).
   3. NEBY undertakes to provide, or causes to provide, the (finalisation of the) development of the Project. In connection herewith, NEBY will use the Agreed Amount for (the further development of) the Project. In the aforementioned context Participant shall have no control over the use and spending of the Agreed Amount by NEBY in any form whatsoever.

4. Allocation and transfer of Tokens

   1. The number of Allocated Tokens that Participant will receive under these Terms is calculated by dividing the Agreed Amount by the Token Price.
      
      Example calculation: the total Agreed Amount is USD 2,000.-, The Token Price is USD 0.0045 per Token, this amounts to a total of 444,444 Allocated Tokens to be received by Participant.
      
      NOTE: the Token Price indicated above is purely stated for the purpose of the example calculation. No rights may be derived from this example and the Token Price stated therein.
   2. Participant must claim the Allocated Tokens on the relevant decentralised blockchain platform of via the Website (whichever is applicable) in order to receive the Allocated Tokens on his/her Token Receipt Address provided or indicated by Participant.
   3. The Allocated Tokens will be released, distributed and transferred by NEBY to Participant after TGE and after Participant claims the Tokens via the token sale portal on the Website. Distribution and transferring of the Tokens will subsequently take place in accordance with a release/vesting scheme, which will also include a lock-up period, to be determined and implemented by NEBY at its own and sole discretion.

5. Representations and warranties from Participant to NEBY

   1. Participant represents and warrants to NEBY that:
      1. In case Participant is a private person: Participant is over 18 (eighteen) years old;
      2. In case Participant is a legal entity: Participant is an established company duly incorporated under the laws of its jurisdiction, and Participant has complied with all the stages of its corporate decision-making process as well as those on the part of its directors and shareholders that are required for becoming authorised to enter into and execute these Terms, which Terms constitute the legally valid and binding obligations on the part of NEBY to be fulfilled in the manner as determined in these Terms;
      3. Participant is legally permitted under the laws applicable to him/her to enter into these Terms and is allowed and capable to acquire, receive and hold the cryptographic tokens as described in these Terms;
      4. Participant is not involved in any proceedings or disputes related to these Terms and/or the Project;
      5. entering into and executing these Terms does not constitute an attributable breach on the part of Participant with respect to one or more third parties;
      6. the (content(s) of the) information and documents that Participant has provided and/or will provide during the execution of these Terms to NEBY in relation to (the execution of) these Terms, including but not limited to the information and documents with regard to the KYC and AML procedures, are correct, accurate, true and not in any way misleading or fabricated;
      7. the Token Receipt Address is a wallet address capable of receiving the Tokens and that is exclusively controlled and used by Participant, whereas (for avoidance of doubt) the Token Receipt Address is not an address held with an exchange, nor an address that is (also) used by anybody else;
      8. what has been included in the recitals of these Terms is correct, while Participant is aware of, and warrants that he/she is aware of, and understands the risks as described in the recitals of these Terms;
      9. Participant confirms that he/she fully understands the nature of these Terms, the underlaying agreement and the fact that the Agreed Amount provided pursuant to these Terms is designated for the realisation of the Project, which is currently under development. More information as to the Tokens and/or the Project may therefore become available towards potential participants of the Project – and Participant as well – at a later stage. However, Participant accepts the risks involved with entering into these Terms without having received such further information prior to his entering into these Terms;
      10. Participant is entering into these Terms to provide or receive (future) services with respect to the Project. Participant is not entering into these Terms for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
      11. Participant will comply with any applicable legal and tax obligations in the jurisdiction of Participant arising from Participant entering into these Terms; 
      12. Participant enters into these Terms exclusively for him-/herself and not (also) for and/or on behalf of anybody else; and
      13. Participant is not a citizen of, residing in, established in and/or does not have his/her (registered) address in Afghanistan, Albania, Barbados, Belarus, Bulgaria, Burkina Faso, Cameroon, Canada, Cayman Islands, China, Croatia, Democratic People's Republic of Korea (DPRK, North-Korea), Democratic Republic of Congo, Gibraltar, Haiti, Iran, Jamaica, Jordan, Mali, Mozambique, Myanmar, Nigeria, Panama, the Philippines, Russia, Senegal, South Africa, South Sudan, Syria, Tanzania, Turkey, Trinidad and Tobago, Uganda, United Arab Emirates (UAE), United States of America (USA), Vanuatu, Vietnam, Yemen.

6. Warranties and liability

   1. NEBY is not bound to give Participant any warranty, indemnity or a combination thereof regarding the Tokens, the Project, these Terms and/or any other respect in any form whatsoever.
   2. Participant acknowledges and agrees that Participant cannot and will not hold NEBY, its directors, its employees and/or any third party involved with (the creation and/or execution of) these Terms, the Tokens and/or the Project liable for any and all damages caused by and/or related to these Terms, the Tokens and/or to the Project. Participant is not entitled to personally or via a class action hold NEBY, its directors, its employees and/or any third party involved with the (creation of this) Agreement, the Tokens and/or the Project liable or file for claims for any damages arising out of or in connection with these Terms, the Tokens and/or the Project.
   3. Participant acknowledges and agrees that Participant will indemnify NEBY, its directors, its employees and/or any third party involved with (the creation and/or execution of) these Terms, the Tokens and/or the Project against (any) third-party claim(s), including but not limited to the claims which arise from Participant entering into these Terms and/or a breach of any or all representations as described in Article 5.

7. Termination of these Terms

   1. NEBY is entitled to terminate (ontbinden en/of beëindigen) these Terms with immediate effect, and without any prior warning or due regard of any (termination) notice if one of the following circumstances or a combination thereof present itself:
      1. Participant materially breaches these Terms, including but not limited to Participant breaching the representations and/or warranties set out in Article 5;
      2. Participant is declared bankrupt or files a petition for bankruptcy against itself;
      3. Participant is granted (provisional) suspension of payments or applies for a suspension of payments;
      4. Participant dies, and/or;
      5. Participant consciously brings damage to NEBY, the Tokens and/or the Project.
   2. In addition to the foregoing termination grounds, NEBY is entitled to terminate (ontbinden) these Terms with immediate effect, and without any prior warning or due regard of any (termination) notice, if Participant does not successfully and continuously pass(es) the KYC (know your customer) and AML (anti money laundering) checks and procedures applied by NEBY and/or a third party designated thereto by NEBY. This is to be determined at the sole discretion of NEBY and/or a third party designated by NEBY.
   3. In the event that NEBY terminates these Terms on the basis of this Article 7 or any other provision (of law), Participant is not legally entitled to (i) any refund of the Agreed Amount in any form whatsoever, nor (ii) hold NEBY, its directors, its employees and/or any third party involved with (the creation and/or execution of) these Terms and/or the Project liable for any and all damages suffered by Participant.
   4. The obligations set forth in Articles 2.2, 2.3, 2.4, 2.5, 5, 6, 7 and 8 shall survive the termination, annulment and/or dissolvement of these Terms indefinitely.

8. Other provisions

   1. Parties pay their own expenses incurred for the realisation and execution of these Terms, including the consultants' fees.
   2. These Terms may be amended or supplemented unilaterally by NEBY.
   3. These Terms include all the arrangements between the Parties relating to the content of these Terms, including but not limited thereto the Tokens and the Project, and replaces all the previously written and oral arrangements made between the Parties relating thereto, except for and notwithstanding any confidentiality agreement entered into by the Parties.
   4. If a provision of these Terms turns out to be void or non-binding, Parties continue to be bound to the other provisions of these Terms.
   5. By entering into these Terms, Participant gives NEBY permission in advance for the transfer of its rights and obligations under these Terms and all related (legal) acts to third parties, either by contract transfer (section 6:159 of the Dutch Civil Code), or separately (section 6:155 of the Dutch Civil Code). If NEBY makes such a transfer, it will remain responsible to Participant for the fulfilment of its obligations under these Terms until NEBY has notified Participant of the transfer and the (legal) person to whom NEBY has transferred its obligations under these Terms.
   6. Participant hereby waives his/her rights to terminate, annul and/or dissolve these Terms, or cause it to be terminated, annulled or dissolved, on any grounds whatsoever, including, but not limited to, pursuant to section 6:265 to section 6:272, and section 6:228 of the Dutch Civil Code that relate to the termination, annulment or dissolving of these Terms on account of an error or to apply to a court of law to terminate, annul or dissolve these Terms. Furthermore, Participant waives his/her right to demand these Terms to be amended on any grounds whatsoever including, but not limited to, pursuant to section 6:230(2) or section 6:258 of the Dutch Civil Code.
   7. The rights and powers vested in Participant to rely on a settlement, setoff and/or suspension are excluded with the exception of the provisions in these Terms in this regard.
   8. Claims that may ensue from these Terms, including but not limited to the right of Participant to obtain the Allocated Tokens, cannot be transferred without the prior written consent of NEBY, this with effect under property law (met goederenrechtelijke werking) as defined in section 3:83(2) of the Dutch Civil Code.
   9. These Terms and any non-contractual obligations arising out of or in connection with (the execution of) these Terms, the Tokens and/or the Project are solely and exclusively governed by and shall be construed in accordance with the laws of the Netherlands. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is explicitly excluded.
   10. Any disputes arising out of or in connection with these Terms, the execution thereof and/or the Project and/or the Tokens, including regarding the existence or validity of these Terms, and any non-contractual obligations arising out of or in connection with (the execution of) these Terms, the Tokens and/or the Project, are subject to the sole and exclusive jurisdiction of the court of Amsterdam, the Netherlands (Rechtbank Amsterdam).

***