Additional Terms of Service for Sellers

These Additional Terms of Service for Sellers regulate the sale of the Future Tokens by the Seller, and these Additional Terms of Service for Sellers are legally binding. In case of any questions that are not explicitly addressed or regulated by this Additional Terms of Service for Sellers, the General Terms of Service for Clients/Sellers shall apply. In the event of a conflict or ambiguity between this Additional Terms of Service for Sellers and the General Terms of Service for Clients/Sellers, the provision(s) contained in this Additional Terms of Service for Sellers shall prevail and supersede the provision(s) contained in the General Terms of Service for Clients/Sellers. Any capitalized terms shall have the same meaning as are defined in the General Terms of Service for Clients/Sellers.

1. Selling Future Tokens

1.1. Subject to the terms set out herein and in the General Terms of Service for Clients/Sellers, the Seller may offer and sell its Future Tokens to the Purchasers. The terms and conditions for each sale and purchase of the Future Tokens will be determined by the respective Seller, except for the main terms which contain necessary authorization for SeedHunter as a facilitator of transactions under the SAFT Agreement. Any transaction and relationship related to the sale and purchase of the Future Tokens shall exist exclusively and directly between the Seller and the Purchaser, whereby SeedHunter merely provides certain technical infrastructure to facilitate such sale and purchase, and shall not be a counterparty to the transaction or legal relationship between the Seller and the Purchaser. In no event shall SeedHunter be responsible for or held liable in connection with any loss or damage of any sort incurred by the Seller as the result of, or in connection with the sale of the Future Tokens and the SAFT Agreement. Please note that the Seller may offer and sell its Future Tokens only during the Funding Round. If the Seller fails to receive at least 80% of the Funding Target within the Funding Round, the SAFT Agreement shall be automatically terminated and SeedHunter shall refund, subject to terms of this Additional Terms of Service for the Seller and the General Terms of Service for Clients/Sellers, the Purchase Price to respective Purchasers. The Seller acknowledges and agrees if the Seller does not enter into the Release Agreement with us, the SAFT agreement shall be automatically terminated and Seedhunter will refund, subject to terms of the Additional Terms of Service for the Seller and the General Terms of Service for Clients/Sellers, the Purchase Price to the respective Purchasers. Subject to the terms set out herein and in the General Terms of Service for Clients/Sellers, the Seller may conduct multiple different Future Tokens sale rounds on the Platform (e.g. seed sale round, private sale round, and public sale round, or other).

1.2. You represent and warrant that your Future Tokens will serve as utility tokens and will not be regarded or classified as security tokens of financial instruments under any applicable laws or regulations. If you fail to meet this requirement, you shall not be permitted to sell your Future Tokens.

2. Agreements between Seller and Purchaser

2.1. We will provide the Seller with the General T&C template designed for use between the Seller and the Purchaser. You should utilize the General T&C template and engage a legal professional to complete the General T&C within the Platform, tailored to your requirements. You shall ensure that the terms of the General T&C are clear, transparent, and fair. In addition, we will utilize the Sale and Purchase Agreement template (in accordance with clause 2.5. below). The Sale and Purchase Agreement template is included in these Additional Terms as Exhibit B for your review. The information, agreements, forms, and other resources available on or through the Platform or as part of the SeedHunter Services are provided in no way and shall not be considered a substitute for the advice of a lawyer.

2.2. We are not a law firm and do not engage in the practice of law. Nothing on the Platform should be construed as an attempt to offer or render legal services and our employees are not acting as your counsel. No part of the SeedHunter Services should be applied to any specific or general factual situation. Use of the Platform or the SeedHunter Services does not create or constitute an attorney-client relationship.

2.3. All sample templates and related provided materials, if any, made available as part of the SeedHunter Services do not constitute any legal, financial or commercial advice and are provided on an informative and “AS IS” basis without any express or implied representations, warranties or guarantees of any kind. We do not suggest to use of any such materials without additional qualified legal, tax or other professional advice nor represent or warrant that any content and information made available on the Platform is reliable, current, error-free or detect-free, meets your requirements, or that any defects will be corrected.

2.4. All information, agreements, and forms, uploaded or filled out by the Seller should be filled in to meet all the applicable laws and regulations that apply to the Seller. You acknowledge and agree that you are using any and all information, agreements, forms, and other resources available as part of the SeedHunter Services or through the Platform at your own risk.

2.5. The Seller grants us, as a facilitator of a transaction between the Seller and the Purchaser, authorization to fill out and complete the Sale and Purchase Agreement (which includes agreement details such as, inter alia, information about the Purchaser, Purchaser’s Payment Wallet Address, Token Name, Purchase (Token) Amount, Purchase Price per Token, total Purchase Price and cryptocurrency) using the information provided by both you and the Seller. If the Purchaser agrees with the terms of the Sale and Purchase Agreement, they must express their acceptance by clicking the “I ACCEPT AGREEMENT” button. Please note that we shall not be responsible for any errors, mistakes, or discrepancies made in the Sale and Purchase Agreement, the onus lies with the Purchaser to ensure the accuracy of all agreement details.

3. Release of the Purchase Price to the Seller and Milestone Completion Verification Process

3.1. The Purchasers shall transfer the Purchaser Price to SeedHunter in accordance with the terms of the SAFT Agreement. The Purchase Price will be held by us on behalf of the Purchaser and the Seller. While the Purchase Price is held by us, you will not have the ability to withdraw, use, or transfer the Purchase Price. No interest will accrue on the Purchase Price, and we shall have no liability for the Purchase Price fluctuations and any such risks shall be solely borne by you. Please note that the Platform utilizes the infrastructure of a third-party wallet service provider for processing and managing transactions. We do not operate or maintain our own wallet infrastructure. Consequently, while we strive to ensure a secure and seamless experience for our Users, we cannot be held responsible for any issues, technical glitches, or security concerns related to the third party.

3.2. The Seller shall inform SeedHunter of the estimated Funding Target. If the Funding Target does not exceed a threshold of USD 500,000 (USD Five Hundred Thousand), no Milestones need to be defined and no Milestone Completion Verification Process need to be conducted by SeedHunter. In this event, the Total Purchase Price will be released to the Seller upon execution of the Release Agreement by the Seller and SeedHunter and subject to its terms. In the event that the estimated Funding Target Exceeds the threshold of USD 500,000 (USD Five Hundred Thousand), clauses 3.3 and 3.4 shall apply. The Seller acknowledges and agrees that if the Seller conducts more Future Tokens sale rounds and if the threshold of the estimated respective Funding Round exceeds USD 500,000 (USD Five Hundred Thousand), the Seller and SeedHunter shall mutually define new Milestones for the respective Future Token sale round.

3.3. The Seller is required to successfully complete all Milestones within the Total Timeframe. SeedHunter and the Seller shall mutually define the Milestones. The Total Purchase Price will be released by us to the Seller in equal portions, based on the total number of the Milestones (subject to the below terms), provided the first portion of the Total Purchase Price will be released after the successful completion of the Funding Round and execution of the Release Agreement by the Seller with us (i.e. before the completion of the first Milestone). After the completion of each Milestone by the Seller, we will conduct the Milestone Completion Verification Process to verify whether the Milestone has been successfully achieved. The verification of the Milestone will be made based on criteria provided by the Seller (and agreed upon by SeedHunter) and as specified in the General T&C. If the Milestone is found to be successfully achieved after the Milestone Completion Verification Process, we will notify you of such and release a corresponding portion of the Total Purchase Price to the Seller. We will not release a corresponding portion of the Total Purchase Price until the Seller successfully achieves the Milestone. For the Milestone to be considered successfully achieved, the Seller must fulfill at least 80% of its criteria, calculated based on the total number of subsections associated with the specific Milestone. For the avoidance of doubt, we do not verify any Milestones and the Project development after completion of all Milestones as defined in the respective General T&C.

3.4. Milestone Extension Request.If the Seller is not able to deliver any Milestone within the Total Timeframe, the Seller may request that we grant an extension of the Total Timeframe, in accordance with the General T&C, to complete any remaining Milestones. We will evaluate and consider the extension request at our sole discretion and reserve the right to refuse to grant such an extension, providing a reasonable justification to the Seller.

4. Refund of the Purchase Price. We will refund the Remaining Purchase Price to the Purchasers only in one of the following events:

A. If the refund is required in accordance with the SAFT Agreement between the Seller and the Purchaser;

B. If the Seller does not achieve at least 80% of the Funding Target within the Funding Round; or

C. If the Seller fails to enter into the Release Agreement with us.

5. Commission

5.1.We charge the following Commission from you:

a. We charge a certain percentage of Commission from you from the Total Purchase Price. Our commission is due and deductible upon release of the first portion of the Total Purchase Price, subject to the Terms, the Additional Terms, and SeedHunter Service Agreement.

b. In addition, we charge a certain percentage of the Commission of your Future Tokens from the Future Tokens total supply.

c. The Parties shall negotiate the percentage of the above Commission in good faith. However, the other terms of the SeedHunter Service Agreement are not negotiable. You acknowledge and agree that our Commission should not be deducted from the Purchase Token Amount to be issued to each Purchaser. You must issue and transfer the full Purchase Token Amount, as specified in each SAFT Agreement, without any deductions.

EXHIBIT A

RELEASE AGREEMENT TEMPLATE

EXHIBIT B

SALE AND PURCHASE AGREEMENT TEMPLATE

EXHIBIT C

SEEDHUNTER SERVICE AGREEMENT TEMPLATE