Terms + Conditions

Last Updated: December 15, 2021

IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE DISPUTE RESOLUTION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

Introduction and Accepting the Terms


Welcome to Totem. These Terms of Service (“Terms”), which include and hereby incorporate the Privacy Policy at Totem.Earth (“Privacy Policy”), are a legal agreement between Totem and its related companies (the “Company,” “us,” “our,” or "we") and you ("you" or “your”). This end user agreement (the "Agreement") should be read by you (the "User" or "you") in its entirety prior to your use of Totem’s service or products. Be aware that this Agreement constitutes a legally binding agreement between you and Totem (referred to herein as "Totem", "us" or "we") which owns and operates the website on the Internet and the Service at Totem.Earth (the "Service"). You consent to adhering to all the terms set forth in this Agreement when/if you are provided with an “I Agree” button and clicking on it. 


If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read completely and understand these Terms; and (iii) you agree to these Terms on behalf of the party you represent. Please note that if you sign up for an account using an email address from your employer or another entity, then you will be deemed to represent that party or entity, you click to accept will bind your employer or that entity to these Terms, and the word “You” will refer to your employer or that entity.


The Terms are effective as of the date you first click “I Agree” to use the Service. These Terms do not have to be signed in order to be binding.

The Company reserves the right to update these Terms, which we may do for reasons that include, but are not limited to, complying with changes to the law or reflecting enhancements to Totem. 

If the changes affect your usage of Totem or your legal rights, we’ll notify you no less than seven days before the changes take effect. Unless we state otherwise, your continued use of the Service after we post modifications will constitute your acceptance of and agreement to those changes. If you object to the changes, your recourse shall be to cease using the Service.

The website Totem.Earth (the "Site"). Please read these Terms of Use (the "Terms" or "Terms of Use") carefully before using the Tools and the Site. By using or otherwise accessing the Tools and the Site, you: (1) accept and agree to be bound by these Terms; (2) accept that the Tools are still in testing phase and that you use at your own risk, as further explained in Section 2 below; (3) represent that you are old enough to use the Tools and the Site pursuant to Sections 3 and 9 below; (4) consent to the collection, use, disclosure and other handling of information as described in the Privacy Policy, available here ; (5) accept and agree (5.1.) the Content Policy approved by the DAO, available here Totem.Earth, and (5.2.) any additional terms and conditions of participation issued by the Foundation from time to time. If you do not agree to the Terms, then you must not access or use the Tools or the Site.

Rights to Use the Service


The Service provides a chat and social platform with Web3 tools. The Service may allow you to participate in public and private chat rooms and to utilize messaging features to communicate with other users of the Service. The Service may also allow you to access certain software and/or other content that is available to purchase from the Company. Subject to your compliance with these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use and access the Service. You agree not to (and not to attempt to) (i) use the Service for any use or purpose other than as expressly permitted by these Terms;(ii) copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, attempt to discover any source code, reverse engineer, decompile, disassemble, or otherwise exploit the Service or any portion of the Service, except as expressly permitted in these Terms; or (iii) use data mining, robots, spiders, or similar data gathering and extraction tools on the Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by the Company or its licensors, except for the permissions and rights expressly granted in these Terms.


The Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. The Company reserves the right to refuse any user access to the Services without notice for any reason, including but not limited to a violation of the Terms. If you violate these Terms, the Company reserves the right to issue you a warning regarding the violation or immediately terminate or suspend any or all Accounts you have created using the Service. You agree that the Company need not provide you notice before terminating or suspending your Account(s), but it may do so.


(a) We can change these terms of service: We may change or replace these terms of service at any time if the change is necessary to reflect changed or added functionality of Totem.earth, for compliance with law, for reasonable commercial reasons, or otherwise to protect our legitimate interests.  


(b) We may notify you of certain changes to the terms of service: If a change to these terms of service may have a material negative effect on you, we will use our best efforts to advise you of the change in advance (for example, by providing a notification on the Website), and we will aim to do so least 1 month prior to any new terms taking effect. 


(c) You must check these terms of service for changes: It is your responsibility to check these terms of service from time to time for any changes. If you do not agree with any of the changes to these terms of service, it is your responsibility to stop using Totem.earth and/or cancel in accordance with clause 3. 


(d) Your continued use is deemed to be acceptance: Your continued use of Totem.earth will be deemed as your acceptance of any changes to these terms of service, as described above.


(e) We can change the Totem Service and functionality: You acknowledge that the Totem.earth is constantly evolving, and we may change parts of Totem.earth and its functionality from time to time. 

Accounts

(a) You must create an account to use the Totem Service: To access or use Totem.earth, you must create an account with us. When you create this account you must provide accurate and up-to-date information. It is important that you maintain and update your details and any other information that you provide to us.  


(b) You must maintain your password: You agree not to disclose your password to any third party, and you are responsible for safeguarding the password that you use. You will be fully responsible for activities that relate to your account or your password. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.


(c) Your Age: The Services are not intended for, and should not be used by anyone under the age of 18. You are responsible for ensuring that at all times you are at least 18 years old.


(d) You must choose an appropriate username: You may not use, as a username, the name of another person (for example, the name of well-known personalities or a name to which you have no connection), brand, or entity, a name that is not lawfully available for use, or a trade name that is subject to any rights of another person or entity, or a name that is offensive, vulgar, or obscene. In the event that issues arise over the use of particular usernames, for example where another person claims that your username appropriates their name, we will consider the circumstances reasonably and may require you to change your username (and we may then reassign your username). If we have asked you to do this and you refuse, we may suspend or cancel your user account. Importantly, and without impacting the above, we do not permit ‘domain squatting’ or ‘domain parking’ or similar, and we may reclaim and reallocate usernames that we reasonably believe have been created for these purposes. You can raise any concerns with us relating to usernames – see clause 16(b) for details.


(e) Your responsibilities regarding the use of your account: You must not use your user account or allow it to be used in a way which may (in our opinion) cause damage to or impair Totem.earth or our reputation, or infringe or violate any third party rights, or violate any applicable laws or regulations. You agree to be responsible for all actions taken using your account, whether authorized by you or not, until you either close your account or notify the company that your account has been compromised.  You may close your account at any time by emailing information@totem.earth. 


(f) Account removal and suspension

The company may restrict, suspend, or close your account on the forum according to its policy for handling copyright-related takedown requests, or if the company reasonably believes that you’ve broken any rule in these terms. You may close your account at any time by emailing information@totem.earth. Both you and Totem agree to notify the other side of any legal claims for which you might have to indemnify the company as soon as possible. If Totem fails to notify you of a legal claim promptly, you won’t have to indemnify the company for damages that you could have defended against or mitigated with prompt notice. You agree to allow Totem to control investigation, defense, and settlement of legal claims for which you would have to indemnify Totem, and to cooperate with those efforts.  Totem agrees not to agree to any settlement that admits fault for you or imposes obligations on you without your prior agreement.


Totem has no obligation to monitor any content uploaded to the Site. Nonetheless, if Totem deems such actions necessary based on your violation of these Terms or in response to takedown requests that Totem receives, Totem may (1) remove your data from the Site or (2) suspend your access to the Site. Totem will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if Totem determines that your actions endanger the operation of the Site or other users, Totem may suspend your access or remove your data immediately without notice. Totem will have no liability to you for removing or deleting your data from or suspending your access to the Site or of any of its Services.


(g) Your content: Nothing in these terms gives Totem any ownership rights in intellectual property that you share, such as your account information or other content you submit. Nothing in these terms gives you any ownership rights in Totem’s intellectual property, either.

You remain solely responsible for the content you submit. You agree not to wrongly imply that your content is sponsored or approved by Totem. These terms do not obligate the Totem to store, maintain, or provide copies of your content, and to change it, according to these terms.

 

(h) Account termination: You may choose to stop using the Site or Services and terminate these Terms at any time for any reason upon written notice to Totem. Unless you are terminating early pursuant to attempting to gain a refund or return, upon any such termination (i) you will not be entitled to a refund of any fees paid or purchases made, (ii) if you have not paid all applicable fees then the Term or related Services are immediately due and payable. 

Upon any expiration or termination of these Terms, you must cease using all Services and delete all Confidential Information or other materials of Totem’s in your possession. You will certify such deletion upon request. You will not have access to your data ( and Totem may delete all of your data unless legally prohibited) after expiration or termination of these Terms, so you should make sure to export your data and keep a relevant copy at all times. In no event will termination relieve you of your obligation to pay any fees payable to Totem or its affiliates. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.



Ownership

You own your NFTs. Each XOiD is an NFT on the Ethereum blockchain. When you purchase an NFT, you own the underlying XOiD, the Art, completely. Ownership of the NFT is mediated entirely by the Smart Contract and the Ethereum Network: at no point may we seize, freeze, or otherwise modify the ownership of any NFTs you own.


Personal Use.

Subject to your continued compliance with these Terms, Totem grants you a worldwide, royalty-free license to use, copy, and display the purchased Art, along with any extensions that you choose to create or use, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your Totem / NFT, provided that the marketplace cryptographically verifies each XOiD owner’s rights to display the Art for their XOiD to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your XOiD, provided that the website/application cryptographically verifies each Totem owner’s rights to display the Art for their Totem to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Totem  leaves the website/application.


Commercial Use.

Subject to your continued compliance with these Terms, Totem grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products (T-Shirts etc.) displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of XOiDs generally, provided that the marketplace cryptographically verifies each XOiD owner’s rights to display the Art for their XOiD to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of XOiDs generally, provided that the third party website or application cryptographically verified each XOiD owner’s rights to display the Art for their XOiD to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased XOiD leaves the website/application; or (iii) earning revenue from any of the foregoing.


Risk Assumption

You accept and acknowledge each of the following:


A. To the extent that you sell your XOiD NFT, please be aware that the prices of NFTs are extremely volatile and fluctuations in the prices of other NFTs and impact the price of your XOiD both positively and negatively.  Given the volatility, NFTs such as XOiD should not be considered an investment. You assume all risks in that connection.


B. Ownership of a XOiD confers ownership of digital artwork only. Accordingly, no information on this Site (or any other documents mentioned therein) is or may be considered to be advice or an invitation to enter into an agreement for any investment purpose. Further, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products.  Due to the artistic nature of the project, XOiD has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the XOiD and the associated art is in compliance with laws and regulations in your jurisdiction.


C. You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.


D. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled.  New regulations could negatively impact such technologies impacting the value for your XOiD. You understand and accept all risks in that regard.


E. You assume all responsibility for any adverse effects of disruptions or other issues impacting Ethereum or the Ethereum platform.


F. Totem has no obligation to monitor any content or transaction. You assume all responsibility for any adverse effects that are caused by submitting or posting content, or transacting with any other user on the Site.


Disclaimers

You acknowledge and agree that you assume full responsibility for your use of the site and tools. You acknowledge and agree that any information you send or receive during your use of the site and tools may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the site and tools is at your own risk. You acknowledge and agree that the tools are provided "as is'' and "as available" without warranties of any kind, whether express or implied. Recognizing such, you acknowledge and agree that, to the fullest extent permitted by applicable law, neither the foundation, its directors, officers and employees, the DAO, nor its suppliers or licensors will be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort, strict liability, infringement of intellectual property or theft or misappropriation of property or any other theory (even if the foundation had been advised of the possibility of such damages), resulting from the site or tools; the use or the inability to use the site or tools; unauthorized access to or alteration of your transmissions or data; statements, content or conduct of any third party on the site or tools; any actions the foundation takes or fails to take as a result of communications you send; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the tools); any injury or damage to computer equipment; inability to fully access the site or tools or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the site or tools. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

The foundation hereby expressly disclaims, waives, releases and renounces all warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, or non infringement.

Without limiting the generality of the foregoing, the foundation, its directors, officers and employees , and licensors do not represent or warrant to you that: (i) your access to or use of the tools will meet your requirements, (ii) your access to or use of the tools will be uninterrupted, timely, secure or free from error, (iii) usage data provided through the tools will be accurate, (iii) the tools or any content, services, or features made available on or through the tools are free of viruses or other harmful components, or (iv) that any data that you disclose when you use the tools will be secure.

You accept the inherent security risks of providing information and dealing online over the internet, and agree that the foundation, its directors, officers and employees and the DAO have no liability or responsibility for any breach of security unless it is due to its gross negligence.

The foundation, its directors, officers and employees and the dao will not be responsible or liable to you for any losses you incur as the result of your use of the ethereum network or the metamask or any other electronic wallet, including but not limited to any losses, damages or claims arising from: (a) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (b) server failure or data loss; (c) corrupted wallet files; (d) intellectual property infringement by the users; (e) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, brute forcing or other means of attack against the tools, Ethereum network, or the Metamask or other electronic wallet.

The foundation is not responsible for losses due to blockchain or any other features of the ethereum network or the metamask or other electronic wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the ethereum network, including forks, technical node issues, or any other issues having fund losses as a result.

Your Obligations

You are solely responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through the Site any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' use of the Site; (vii) use the Site for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Site; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; (x) use any technology to collect information about the Site’s for any unauthorized purpose; (xi) access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.

Fees and Payments

  1. If you elect to purchase a XOiD through the Site, any financial transactions that you engage in will be conducted solely through the Ethereum network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. We will have no liability to you or any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Ethereum network.
  1. Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction.

Limitation of Liability

A. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


B. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $500.


C. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.


Indemnification
You will defend, indemnify and hold harmless Totem (and its affiliates, officers, directors, agents and employees) from and against any and all claims costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to your breach of any of the Terms. This indemnification obligation is subject to you receiving (i) prompt written notice of such claim, sufficient enough time for you to respond without prejudice; (ii) the exclusive right to control and direct the investigation, defense or settlement of such claim, and (iii) all reasonable necessary cooperation by Totem at your expense.

IP Rights in the Services and Site
The Site and Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Totem has retained all right, title and interest, including all intellectual property rights, in and to our technology. From time to time, you may choose to submit Feedback to Totem. Totem may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential Information, and nothing in these Terms limits Totem’s right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.


Changes

Totem last updated these terms on December 14th, 2021, and may update these terms again. Totem will post any updates as they happen to this landing page. For updates that contain substantial changes, Totem agrees to email you, if you have created an account and provided a valid email address. Totem may also announce updates with special messages or alerts. Once you get notice of an update to these terms, you must agree to the new terms in order to keep using the Services.


Privacy

Totem collects certain data and information about you and each user in connection with your use of the Services and otherwise in connection with these Terms. We collect and use all such data and information in accordance with our Privacy Policy, which you acknowledge.

Confidentiality

Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Totem’s proprietary technology and any performance information relating to the Site or Services will be deemed Totem’s Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party and that the Receiving Party remains responsible for compliance by them. The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Improving Services

Totem is always striving to improve its Services. In order to do so, we use analytics techniques to better understand how our Services are being used. For more information on these techniques and the type of data collected, please read our Privacy Policy.

Severability

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.


Entire Agreement

The failure of Totem to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by us on this Site or in respect to the Service constitutes the entire agreement and understanding between you and Totem and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and Totem (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.


Governing Law

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the United States.


Arbitration

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Totem and limits the manner in which you can seek relief from Totem.


You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site; any products sold or distributed through the Site; or any aspect of your relationship with Totem will be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Totem may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in the State of Wyoming,  administered by a mutually agreed upon arbitrator and conducted in English, rather than in court.


The arbitrator shall have exclusive authority to (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including but not limited to any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and Totem; (4) grant motions dispositive of all or part of any claim; (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms  (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and Totem.


You understand that by agreeing to this Arbitration Agreement, you and Totem are each waiving their right to trial by jury and to participate in a class action or class arbitration.


If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to in full force and effect.


This Arbitration Agreement shall survive the termination of your relationship with Totem.


Notices

Any notice under these Terms must be given in writing. We may provide notice to you through your notification email address. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to Totem by post to Totem Ecosystems Limited, Floor 4, Willow House, Cricket Square Grand Cayman  KY1-9010 Cayman Islands Attn: General Counsel. Your notices to Totem will be deemed given upon receipt.

 

CITIZEN TOKEN

PLEASE READ THESE TERMS OF TOKEN SALE AND USAGE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE $CTZN (AS DEFINED BELOW). THESE TERMS DO NOT 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.

BY MAKING A CONTRIBUTION TO THE SELLER (AS DEFINED BELOW) OR ANY INTERMEDIARY FOR THE PURCHASE OF $CTZN, OR BY CONTINUING TO HOLD OR USE $CTZN WHICH YOU MAY HAVE OBTAINED BY ANY OTHER MEANS, YOU WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE SELLER, WHICH TERMS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. THE PURCHASE, HOLDING AND USAGE OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS (INCLUDING FINANCIAL RISK), SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING OR USAGE OF THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.

NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.

Your purchase, whether through an intermediary or otherwise, of Citizen tokens ($CTZN) from Totem, Inc., a company incorporated or to be incorporated in Hawaii (the Seller, or us), as well as continued holding and/or usage of $CTZN is subject to these Terms and Conditions (the Terms). Each of you and the Seller is a “Party,” and together the “Parties.” Please read the below terms and conditions carefully before registering, accessing, browsing, downloading and/or using the website at https://totem.earth/ (the Website). By accessing or using the Website, purchasing $CTZN (whether through an intermediary or otherwise), or continuing to hold or use $CTZN, you agree to be bound by these Terms (and all terms incorporated by reference).

Before agreeing to the Terms, you must read this document in full. If at any time you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the Website, and shall not be entitled to purchase $CTZN (whether through an intermediary or otherwise) or continue to hold or use $CTZN. The Seller shall be under no obligation to maintain a copy of these Terms on the Website after the sale of $CTZN, and you are advised to print or download and keep a copy of these Terms for your future reference (if required).

1. PURPOSE AND USAGE OF TOKENS

$CTZN is a cryptographic utility token. The purpose of $CTZN is to facilitate the participation in the “Totem OS” Web3 ecosystem (totem.earth) which, when fully developed, is a Web3 dashboard, identity, and toolset. Within this OS, users will be able to display their favorite NFTs, use various Web3 tools, and interact with NFT gated communities. 

$CTZN is designed to be the only mechanism by which a user may obtain access to certain products and services on Totem.earth (when the same is completed and deployed). It is not intended to be a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt. For each exchange of services or products on totem.earth, the costs are to be quantified in $CTZN paid to totem.earth and/or the other party providing the service. The goal of introducing $CTZN is to provide a convenient and secure mode of payment and settlement between participants who interact within totem.earth. Further, $CTZN is to be paid to users as incentives for staking of the token.

The precise scope of totem.earth will be developed further and will be announced once finalised. The following features are planned for $CTZN: (a) to encourage community contributions, staking $CTZN would allow holders to propose and vote on on-chain governance proposals to determine future features and/or parameters of totem.earth (the right to vote is restricted solely to voting on features of totem.earth; it does not entitle $CTZN holders to vote on the operation and management of the Seller, its affiliates, or their assets or the disposition of such assets to token holders, or select the board of directors of these entities, or determine the development direction of these entities, does not constitute any equity interest in any of these entities or any collective investment scheme; the arrangement is not intended to be any form of joint venture or partnership) (b) the “Pay through Partnership” model will allow companies the chance to stake $CTZN in order to host their tools on our dashboard, or create an AXIS within the OS. (c) as the native platform currency, $$CTZN is used for peer-to-peer trades between users on the NFT marketplace, (d) $CTZN embeds a licence to allow holders access to play/utilise exclusive in-game content, allowing users to earn $CTZN or other NFTs that are needed alongside $CTZN to evolve Weapons, (e) players may stake $CTZN to unlock access to multiple web3 tools, or exclusive NFT gated communities, and get $CTZN rewards for participating, (f) in order to provide easy access to $CTZN and promote ecosystem growth, users would need to be incentivised to play the role of liquidity providers and stake their digital assets into the decentralised market making pools to provide the necessary liquidity for transactions. As compensation for their efforts, these liquidity providers would be rewarded with $CTZN (i.e. “mining” on totem.earth), according to each user’s relative contribution after various adjustment and correction parameters. For the avoidance of doubt, the community does not have legal control over any matters relating to the Seller (or any of its affiliates) or any of its assets, or any of its affiliated companies (including without limitation the selection of governing board of the relevant company, over corporate matters, development direction, specific projects, or deployment of that company’s assets, which shall be the final responsibility of the governing board of the relevant company).

Immediately after the token sale phase, $CTZN would have limited functionality. As development of totem.earth progresses further, the various features of $CTZN would be implemented incrementally and become available over time.

$CTZN is an integral and indispensable part of totem.earth because in the absence of $CTZN, there would be no common unit of exchange for goods and services or economic incentive to motivate users to contribute, thus rendering the ecosystem on totem.earth unsustainable. The ownership of $CTZN carries no rights, express or implied, in the Seller, its related entitles or its affiliates (each, a Group Entity) other than the right to use $CTZN as a means to enable usage of and interaction with totem.earth, upon the successful development and deployment of totem.earth. $CTZN is sold as a useable virtual good, and does not have any functionality or utility outside the ecosystem on totem.earth — accordingly it is not necessarily merchantable and does not necessarily have any other use or value. The ecosystem on totem.earth is structured as a “closed system” insofar as the usage of $CTZN is concerned. Further, $CTZN is not a consumer product and to the maximum extent permitted by law, its holders accept explicitly and agree that they are not covered by the consumer protection regulation of any jurisdiction.

You understand and accept that $CTZN:

a. may only be utilized on totem.earth, is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by any Group Entity;

b. does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to any Group Entity or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to totem.earth, any Group Entity and/or any service provider of any Group Entity;

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, unit in a collective investment scheme 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 a loan to any Group Entity and is not intended to represent a debt owed by any Group Entity, and there shall be no expectation of profit or interest income arising in connection therewith;

f. does not provide you with any ownership or other interest in any Group Entity;

g. is not any form of financial derivative;

h. is not any form of commercial paper or negotiable instrument;

i. will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;

j. is not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from any Group Entity or any person;

k. is not any commodity or asset that any person is obliged to redeem or purchase;

l. is not for speculative investment;

m. is not intended to constitute securities in the United States or any relevant jurisdiction;

n. does not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of $CTZN inter se; and

o. is subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time on totem.earth.

$CTZN does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any Group Entity or any other person make any representation or give any commitment as to its value).

You acknowledge and agree that no Group Entity is under any obligation to issue replacement $CTZN in the event any $CTZN or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.

IN PARTICULAR, PLEASE NOTE THAT THE SELLER IS IN THE PROCESS OF UNDERTAKING LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF $CTZN. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, THERE MAY BE CHANGES TO THE INTENDED FUNCTIONALITY OF  IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH THE SELLER OR $CTZN IS SUBJECT. IN THE EVENT OF ANY CHANGES TO THE INTENDED FUNCTIONALITY OF $CTZN, THE DETAILS OF THE CHANGES SHALL BE PUBLISHED ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK THE WEBSITE FOR ANY SUCH NOTICES.

2. SCOPE OF TERMS

Unless otherwise stated herein, your purchase of $CTZN (whether through an intermediary or otherwise), and continued holding and/or usage of $CTZN is governed solely by these Terms. New terms or policies may be published from time to time on totem.earth at our sole discretion.

The sale of $CTZN does not constitute the provision of any goods and/or services as at the date that these Terms form a binding agreement between the Parties.

The Seller shall procure the development of totem.earth in accordance with the roadmap as described in the Whitepaper, and shall procure that totem.earth remains operational for a period of at least 4 years from the date hereof.

Any potential future usage of $CTZN in connection with providing or receiving services or the usage of totem.earth (when the same is completed and deployed) will be governed primarily by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on totem.earth and/or Website, if the services and totem.earth is successfully completed and deployed. The Seller may update these Terms or the Service Terms and Policies in our sole and absolute discretion. It shall be your responsibility to regularly check totem.earth / Website for any such notices.

To the extent of any conflict with these Terms, the updated Terms and the Service Terms and Policies which may be published from time to time on totem.earth shall prevail with respect to any issues relating to the usage of $CTZN in connection with totem.earth.

The Seller reserves the right to require you to provide us with your personal details (including without limitation full legal name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent us from transferring $CTZN to your digital wallet.

3. CANCELLATION AND REFUSAL AT SELLER’S DISCRETION

Your purchase of $CTZN (whether through an intermediary or otherwise) from the Seller is final; there are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to the Seller in exchange for $CTZN or to cancel any purchase.

Notwithstanding the foregoing, the Seller reserves the right to refuse or cancel any request(s) to purchase or purchases of $CTZN (as the case may be), at any time in its sole discretion without giving reasons, including without limitation the following:

a. in connection with any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by the Seller;

b. in connection with a change of business or development plan of the Seller; or

c. in connection with an adverse change of the regulatory environment.

For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks. In the event that the Seller refuses or cancels any request(s) to purchase $CTZN, the price paid by you shall be rejected or refunded (as applicable) in accordance with the Seller’s internal policies and procedures, less (i) amounts required to be confiscated by applicable laws, (ii) fees and expenses incurred in connection with the marketing and/or development of totem.earth, (iii) blockchain network fees and the Seller’s administrative fees for processing such transfer (not exceeding 5% of the refund amount), and (iv) the same proportion of purchased $CTZN already delivered to the Buyer. The Seller reserves the right to require you to provide the Seller with your personal details (including without limitation correct name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent the Seller from allocating the token to your digital wallet. No interest will accrue on the value of any refund.

At any time during the sale of $CTZN, the Seller may either temporarily suspend or permanently abort the token sale (whether relating to the private sale or public sale phase, or both) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token sale is aborted (whether relating to the private sale or public sale phase, or both), $CTZN will not be available for purchase.

4. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

You acknowledge and agree that there are numerous risks associated with purchasing $CTZN, holding $CTZN, and using $CTZN for participation in totem.earth. If you have any queries or require any clarification regarding these risks, please contact us at information@totem.earth

YOU CLEARLY UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION BTC, ETH, USDT OR USDC ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF ANY GROUP ENTITY. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT, YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS DESIGNATED IN THE PROPOSED DOCUMENTATION. BY PURCHASING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING $CTZN, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THE FOLLOWING RISKS:

a. Risk of changes in functionality

$CTZN does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the White Paper and which may change from time to time.

b. $CTZN is non-refundable

The Seller is not obliged to provide $CTZN holders with a refund related to $CTZN for any reason, and $CTZN holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to $CTZN, including no promise of inherent value, no promise of continuing payments, and no guarantee that $CTZN will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of $CTZN.

c. Uncertain Regulations and Enforcement Actions

The regulatory status of $CTZN and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including $CTZN and/or totem.earth. Regulatory actions could negatively impact $CTZN and/or totem.earth in various ways. The Seller or any Group Entity 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.

d. Risks associated with the Blockchain Protocol

Given that $CTZN and totem.earth are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on $CTZN and/or totem.earth. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to $CTZN and/or totem.earth by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.

e. Security

You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold $CTZN which you have purchased, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your $CTZN. The Seller cannot be responsible for, and is technologically unable to recover, any such losses.

f. Insufficient Information

totem.earth is at the stage of development as of the date of these Terms and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of totem.earth has been prepared with the then up-to-date key information of totem.earth, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of totem.earth and/or ecosystem on totem.earth. The Seller is neither able, nor obliged, to keep you closely posted on every detail of the development of totem.earth (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to totem.earth that may emerge from time to time. Due to the nature of the project to develop totem.earth, you accept that such insufficiency of information disclosure is inevitable and reasonable.

g. Security weaknesses.

Hackers or other malicious groups or organisations may attempt to interfere with $CTZN and/or totem.earth 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, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of $CTZN and/or totem.earth, which could negatively affect $CTZN and/or totem.earth.

h. Risks associated with markets for $CTZN

There is no prior market for $CTZN and the $CTZN sale may not result in an active or liquid market for $CTZN. $CTZN is intended to be used solely within the network for totem.earth, hence there may be illiquidity risk with respect to any $CTZN you hold.

$CTZN is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a “commodity” in the usual and traditional sense of that word. The Seller cannot be responsible for, nor does the Seller pursue, the circulation and trading of $CTZN on any market. Trading of $CTZN will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any $CTZN from any holder of $CTZN, including the purchasers, nor does anyone guarantee the liquidity or market price of $CTZN to any extent at any time. Furthermore, $CTZN may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to purchasers where the purchase of $CTZN may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for $CTZN, or that the price you pay for $CTZN is indicative of any market valuation or market price for $CTZN.

Any secondary market or exchange for trading $CTZN would be run and operated wholly independently of the Group Entities, the sale of $CTZN and totem.earth. No Group Entity will create such secondary markets nor will it act as an exchange for $CTZN. Even if secondary trading of $CTZN 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 $CTZN (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for $CTZN, and/or diminish to zero.

i. Risk of Uninsured Losses

$CTZN is uninsured unless you specifically obtain private insurance to insure them. 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.

j. Taxation risks

The tax characterisation of $CTZN is uncertain. The tax characterisation of $CTZN and these Terms is uncertain. The Seller intends to treat $CTZN and these Terms neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of $CTZN and these Terms may be challenged, so that the tax consequences to a purchaser and the Seller relating to $CTZN and these Terms could differ from those described above. You must seek your own tax advice in connection with the purchase, holding and/or usage of $CTZN, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

k. Competitors

It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying $CTZN and/or totem.earth and attempt to re-create similar facilities. totem.earth may be required to compete with these alternative networks, which could negatively impact $CTZN and/or totem.earth.

l. Insufficient Interest

It is possible that totem.earth 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 totem.earth). Such a lack of use or interest could negatively impact the development of totem.earth and therefore the potential utility of $CTZN.

m. Risk of Dissolution of the Seller, any Group Entity or totem.earth

Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.

It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of $CTZN due to negative adoption of totem.earth, the failure of commercial relationships, or intellectual property ownership challenges, totem.earth may no longer be viable to operate and the Seller or any Group Entity may be dissolved.

n. Risks Arising from Lack of Governance Rights

Because $CTZN confers no governance rights of any kind with respect to totem.earth or any Group Entity, all decisions involving totem.earth or any Group Entity will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services and/or ecosystem on totem.earth, to create and sell more $CTZN for use in the ecosystem on totem.earth, or to sell or liquidate any Group Entity. These decisions could adversely affect totem.earth and $CTZN you hold. This clause does not interfere and is independent from any Seller rights, responsibilities, or obligations associated with a decentralized autonomous organization. 

o. Loss of Talent

The development of totem.earth depends on the continued cooperation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect totem.earth or its future development. Further, stability and cohesion within the team is critical to the overall development of totem.earth. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.

p. Failure to develop

There is the risk that the development of totem.earth will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or $CTZN, unforeseen technical difficulties, and shortage of development funds for activities.

q. Other risks

In addition to the aforementioned risks, there are other risks associated with your purchase, holding and usage of $CTZN, including those that the Seller cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks.

5. KNOW YOUR CLIENT REGULATIONS AND PERSONAL DATA

Know your client regulations

You hereby acknowledge and accept that:

a. The Seller may be required to conduct customer identification, due diligence and anti-money laundering due diligence on all purchasers of $CTZN in compliance with all applicable laws and legislations. The Seller may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide such information to the Seller promptly upon request, and you acknowledge that the Seller may refuse to sell $CTZN to you until you provide such requested information and the Seller has determined that it is permissible to sell you $CTZN under applicable law or regulation.

b. The Seller may at any point in time request information and/or documentation to establish that its identification records, as well as the information that form your profile, remain completely updated. In this respect, the Seller reserves the right to examine and check on a regular basis the validity and adequacy of your identification data and information maintained. For the avoidance of doubt, the Seller shall not be required to notify you of the outcome of any of its customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks.

c. If at any time the Seller becomes aware that reliable or adequate data and information are missing from your identity, the Seller reserves the right to take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as necessary.

d. If you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, the Seller is unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, the Seller will not be able to sell $CTZN and/or continue its relationship with you, and the Seller may be required to submit a report of suspicious transactions/activities to the relevant authorities.

Personal Data

i. The Seller (and its affiliates) will collect, use, process and disclose your information and personal data for providing its services and discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purposes). The Seller may disclose your information to its service providers, agents, relevant custodians or similar third parties for these Purposes. The Seller may keep your information for such period as it may determine (which shall be no shorter than any mandatory period prescribed by law) to contact you about totem.earth. You hereby consent to the Seller transferring your personal data to its affiliates or service providers for processing, and to recipients in countries which do not provide the same level of data protection as your jurisdiction if necessary for the Purposes.

ii. If you withdraw your consent to any or all use of your personal data, depending on the nature of your request, this may limit the scope of our services which the Seller is able to provide to you. Please contact us at information@totem.earth (marking your email for the attention of “Data Protection Officer”). The Seller will endeavour to respond to your query / request within 30 days, and if that is not possible, the Seller will inform you of the time by which it will respond to you.

iii. You hereby warrant, represent and confirm to us and shall procure that with respect to any personal data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, an Individual) disclosed to us in connection with these Terms, the Service Terms and Policies and/or the $CTZN sale or otherwise collected by us in the course of your relationship with us or any of our affiliates:

(1) each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted you on its behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of the Individual’s personal data by us for all purposes required by us in connection with these Terms and/or the $CTZN sale;

(2) that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by us in accordance with the Purpose; and

(3) any consent given pursuant to these Terms in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiration of these Terms and the Service Terms and Policies.

iv. If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, the Seller may not be in a position to continue its relationship with you and/or sell $CTZN, and the Seller shall be entitled to its rights under these Terms and the Service Terms and Policies (without prejudice to our other rights and remedies at law against you).

6. TAXES

The price that you pay for $CTZN is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (Taxes). The onus for determining the Taxes applicable to your purchase, holding and/or usage of $CTZN lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your purchase, holding and/or usage of $CTZN. The Seller is not responsible for withholding, collecting, reporting, or remitting any Taxes arising from your purchase, holding and/or usage of $CTZN. The Seller cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.

7. REPRESENTATIONS AND WARRANTIES

By purchasing (whether through an intermediary or otherwise), holding and/or using $CTZN, you represent and warrant that:

a. You have read and understand these Terms and the Whitepaper, and you have all requisite power and authority to execute and deliver these Terms, to participate in the $CTZN sale, to purchase, hold and/or use $CTZN, and to carry out and perform your obligations under these terms.

b. If you are an individual, you are at least 21 years old and in any case of sufficient legal age and capacity to purchase, hold and/or use $CTZN. If you are a legal person, you are duly organised, 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. You are not purchasing, holding and/or using $CTZN on behalf of any other entity or person.

c. The execution, delivery and performance of these Terms will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of your constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which you are a party, or by which you are bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to you, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, holding and/or usage of $CTZN, or (v) any governmental or other consents that may need to be obtained.

d. The execution and delivery of, and performance under, these Terms require no approval or other action from any governmental authority or person. You will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be).

e. Your purchase of $CTZN shall be made in full compliance with any applicable tax obligations to which you may be subject in any relevant jurisdiction. You understand that you bear the sole responsibility to determine if your use of totem.earth, the transfer of any virtual currency to the Seller, the creation, ownership or use of $CTZN, the potential appreciation or depreciation in the value of $CTZN over time, the sale and purchase of $CTZN and/or any other action or transaction related to the Seller or totem.earth have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of $CTZN including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of $CTZN); by creating, holding or using $CTZN, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of $CTZN or any other action or transaction related to the Seller (or any Group Entity) or totem.earth.

f. You have good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these Terms and to appreciate the risks and implications of purchasing, holding and/or usage of $CTZN.

g. You have obtained sufficient information about $CTZN to make an informed decision to purchase, hold and/or use $CTZN. Additionally, you are aware of the Seller’s business affairs and financial condition and have obtained sufficient information about the Seller to reach an informed decision to purchase $CTZN.

h. The currency (including any fiat, digital currency, virtual currency or cryptocurrency) used to purchase $CTZN are obtained through “mining” activities or other lawful means, and are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which you are located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and you will not use $CTZN to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, you shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of your affiliates with respect to the Compliance Regulations is pending or, to the best of your knowledge (after due and careful enquiry), threatened.

i. Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or $CTZN being acquired by you, or any person for whom you are acting as agent or nominee in connection with $CTZN: (i) is the subject of any sanctions administered or enforced by any country or government or international authority, including the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, “Sanctions”); (ii) is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions; (iii) is listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; or (iv) is directly or indirectly owned or controlled by any person subject to sub-clauses (i), (ii) and (iii) above.

j. Neither you (nor any of your subsidiaries, any director or officer, or any employee, agent, or your affiliate) nor any person having a direct or indirect beneficial interest in you or $CTZN being acquired by you, or any person for whom you are acting as agent or nominee in connection with $CTZN is: (i) a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).

k. You are not (i) a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a geographic area or country (A) where participation in token sales is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act or (B) where it is likely that the sale of $CTZN would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America and the People’s Republic of China (the Restricted Countries).

l. You acknowledge and agree that: (i) you are familiar with all related regulations in the specific jurisdiction in which you are based and that acquiring $CTZN (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind, (ii) no regulatory authority has examined or approved of the information set out in the Whitepaper or any other material in connection with $CTZN, (iii) you will not use $CTZN if such use would constitute a public offering of $CTZN in any country or jurisdiction where action for that purpose is required, (iv) the distribution or dissemination of the Whitepaper, any part thereof or any copy thereof, or any use of $CTZN by you, is not prohibited or restricted by the applicable laws, regulations, or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you will observe and comply with all such restrictions at your own expense and risk without liability to the Seller, (v) you shall ensure that no obligations are imposed on the Seller in any such jurisdiction as a result of any of the actions taken by you in the preceding sub-clause, and (vi) the Seller will have no responsibility for and it will not obtain any consent, approval or permission required by you for, the acquisition, offer, sale or delivery by it of $CTZN under the laws and regulations in force in any jurisdiction to which you may be subject or in or from which you use $CTZN.

m. The currency (whether fiat or virtual) used in the purchase of $CTZN will be made only in your name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation.

n. You are purchasing, holding and/or using $CTZN to participate in totem.earth, as well as to support the advancement, promotion, research, design and development of, and advocacy for totem.earth, as well as potentially receiving services on totem.earth (when the same is completed and deployed). You are not purchasing, holding or using $CTZN for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.

o. You acknowledge that: (i) $CTZN does not have any intrinsic value and that it may never recover any cash, cryptocurrency or other assets which are used directly or indirectly to acquire $CTZN; (ii) there is no market-standard valuation process to determine the value of $CTZN at any given time; and (iii) the Seller gives no guarantees whatsoever on the value of $CTZN which may be highly volatile and could reduce to zero.

p. You acknowledge and agree that the Seller may impose eligibility criteria to access certain functionality in respect of $CTZN which may require it to incur additional time and money costs.

q. You shall not sell or transfer or agree to sell to transfer (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise) any $CTZN prior to the completion of the public sale of $CTZN.

r. You shall not sell or transfer any $CTZN prior to procuring the purchaser’s or transferee’s agreement to these Terms.

s. You acknowledge that the currency (whether fiat or virtual) paid to us for the purchase of $CTZN will be held by us (or our affiliate) after the token sale, and you will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token sale.

t. You acknowledge and undertake that you shall provide the Seller with such information as the Seller may deem necessary or appropriate in order to maintain compliance with applicable law including: (i) compliance with the representations set out in this Clause 7, and (ii) to address any actual inquiries or inquiries that the Seller may (at its sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.

u. You hereby acknowledge and agree that the Seller may have to procure an amendment to the functionality of $CTZN at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including: (i) any actual action taken, or potential action that the Seller (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of $CTZN and all related matters, and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of $CTZN that the Seller decides to undertake at any time.

You hereby acknowledge that the Seller has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading. The Seller does not and does not purport to make, and hereby disclaims, all representations, warranties or undertaking to you in in relation to the sale of $CTZN or otherwise. Prospective purchasers of $CTZN should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the $CTZN sale, the Seller, and any relevant Group Entity.

8. INTELLECTUAL PROPERTY

The Seller (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of that entity’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Seller’s (or the relevant Group Entity’s) intellectual property for any reason whatsoever.

9. INDEMNITY

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Seller, each Group Entity, and their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, related companies, affiliates, agents, representatives, predecessors, successors and assigns (the Indemnified Parties) from and against all claims, demands, actions, damages, losses, costs and expenses (including legal fees on an indemnity basis) arising from or relating to:

a. your purchase (whether through an intermediary or otherwise), holding or usage of $CTZN;

b. your responsibilities or obligations under these Terms;

c. your violation of these Terms;

d. your violation of any rights of any other person or entity; or

e. your subsequent transfer of $CTZN to any individuals or entities.

10. RELEASE

To the fullest extent permitted by applicable law, you release the Seller and the other Indemnified Parties from responsibility, liability, claims, demands and/or 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 statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

11. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms will be governed by and construed and enforced in accordance with the laws of the State of Wyoming, and the United States of America, without regard to conflict of law rules or principles (whether of U.S.A or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. 

Each Party agrees to keep all matters relating to this arbitration, including the arbitral awards, confidential, except as is otherwise required by court order or as is necessary to confirm, set aside or enforce the arbitral award and for disclosure in confidence to each Party’s respective legal, financial or other professional advisors.

12. PARTIAL INVALIDITY

If, at any time, any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

13. TERMINATION

The agreement set out in these Terms will terminate upon the completion of all sales of $CTZN. The Seller reserves the right to terminate the agreement set out in these Terms, in its sole discretion, in the event of a breach by you of these Terms. Upon termination of these Terms:

a. all of your rights under these Terms immediately terminate;

b. you are not entitled to any refund of any amount paid whatsoever, save in the case where these Terms are terminated by the Seller without any breach by you of these Terms; and

c. Clauses 3, 4, 6, 9, 10, 17, 18 and 19 will survive and continue to apply in accordance with their terms to you in respect of any $CTZN held, together with any of your obligation(s), or required performance under these Terms which, by its express terms or nature and context is intended to survive expiration or termination of these Terms.

14. ENTIRE AGREEMENT

These Terms, including the documents and material incorporated by reference, constitute the entire agreement between you and the Seller and supersedes all prior or contemporaneous agreements and understandings (including without limitation the Whitepaper, the Website or any other marketing material), both written and oral, between you and the Seller. The Seller may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Seller makes changes, it will as soon as practicable post the amended Terms at the Website. The amended Terms will be effective immediately. It is your responsibility to regularly check the Website for any such amendments.

15. ASSIGNMENT

You shall under no circumstances be entitled to assign or novate your rights and obligations under these Terms (including without limitation the right to claim any $CTZN purchased). The Seller may assign or novate its rights and obligations under these Terms without your consent, and you agree to, at your own expense, take whatever action or execute any document which the Seller may require for the purpose of effecting any such assignment or novation by the Seller.

16. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on our part, any right or remedy under these Terms Documents shall operate as a waiver, of any such right or remedy or constitute an election to affirm these Terms. No election to affirm these Terms on our part shall be effective unless it is in writing. No single or partial exercise of any right or remedy prevents any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.

17. DISCLAIMERS

a. You expressly acknowledge, understand and agree that you are purchasing (whether through an intermediary or otherwise), holding and/or using $CTZN at your sole risk and discretion, and that $CTZN is provided, used and purchased on an “AS IS” and on an “AS AVAILABLE” basis without any representations, warranties, promises or guarantees whatsoever of any kind by the Seller or any Group Entity. Prior to making any decision to purchase (whether through an intermediary or otherwise), hold and/or use $CTZN, you shall conduct your own due diligence and rely only on your own examination and investigation thereof.

b. Changes in relevant laws and regulations in any jurisdictions which the Seller is operating shall constitute a force majeure and the Seller will not be responsible for any result arising out of such changes in relevant laws and regulations.

c. The Seller does not make and expressly disclaims all representations and warranties, express, implied or statutory; and with respect to $CTZN, the Seller specifically does not represent and warrant and expressly disclaims any representation or warranty, express, implied or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, suitability or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent. In addition, the Seller cannot and does not represent or warrant that $CTZN or the delivery mechanism for $CTZN are free of security vulnerabilities, viruses, errors, failures, bugs or loopholes which may be exploited by third parties, or other harmful components.

d. The Seller assumes that you have already read these Terms, especially the risks and disclaimer stated herein and hereunder, and you shall automatically be regarded agree to take all risks (including but not limited to the risks stated herein) in relation to purchasing (whether through an intermediary or otherwise), holding and/or using $CTZN.

18. SELLER NOT LIABLE

$CTZN is not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in these Terms is intended to form the basis for any investment decision, and no specific recommendations are intended. Save in the case of fraud or gross negligence, the Seller expressly disclaims any and all responsibility for any direct, indirect, special, incidental, consequential or exemplary loss or damage of any kind whatsoever arising directly or indirectly (including without limitation, those relating to loss of revenue, income or profits, loss of use or data, or damages for business interruption) in connection with:

a. reliance on any information contained in these terms;

b. any error, omission or inaccuracy in any such information;

c. any action resulting from such information; or

d. the sale or usage of $CTZN.

In no event will the aggregate liability of the Seller and the Indemnified Parties (jointly), whether in contract, warranty, tort, or other theory, arising out of or relating to these terms or the usage of or inability to use $CTZN, exceed the amount you pay to us for $CTZN.

19. CLAIMS

The Seller shall not be liable in any way or in any event in respect of any claim under these Terms if such claim was not made within the one year period commencing from the date that you receive $CTZN (the Claim Period). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of one (1) year commencing from the date on which such claim was made, unless proceedings in respect thereof shall have been commenced against the Seller and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Seller.

For the avoidance of doubt, nothing in these Terms shall limit your obligation (at law or otherwise) to mitigate your loss in respect of any claim under these Terms, and you shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, you have already recovered damages in respect of the same fact or subject matter.

20. PARTNERSHIP

Purchasing (whether through an intermediary or otherwise), holding and/or using $CTZN does not create any form of partnership, joint venture or any other similar relationship between you and us, nor cause the Parties to be deemed acting in concert in any respect.

21. CONFIDENTIALITY

You shall hold, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all documents, information and correspondence concerning $CTZN or any Group Entity furnished to you or your affiliates in connection with the transactions contemplated by these Terms or any pre-contractual or post-contractual negotiations in connection therewith (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), except to the extent that such information can be shown to have been (a) previously known on a non-confidential basis by you, (b) in the public domain disclosed without any fault on your part or © later lawfully acquired by you from sources other than any Group Entity. If these Terms are terminated, you shall, and shall cause your affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Seller, upon request, all documents and other materials, and all copies thereof, obtained by you or your affiliates in connection with these Terms that are subject to such confidence.

22. RIGHTS OF THIRD PARTIES

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.

Save for any Group Entity who shall be entitled to enforce or enjoy the benefit of the terms of these Terms, a person who is not a party under these Terms has no right under the  Contract (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of these Terms.

23. LANGUAGE

You acknowledge that, solely for convenience, these Terms may be translated into a language other than English, and that a copy of the English language version of these Terms has been provided to you (which have read and understand). In the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language version shall prevail.

24. SEVERABILITY

Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Clause 24 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.

25. INTERPRETATION

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

26. NOTICES

You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Seller provides to you, including these Terms, will be provided in electronic form.