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TERMS & CONDITIONS FOR HOLDING AND TRANSFERRING PEC TOKENS TO BE ISSUED BY THE ELEPHANT (THE “TERMS”)

These terms and conditions sets out the terms and conditions for owning, holding, storing, acquiring and transferring PEC Tokens issued by The Elephant Secondary Market Platform UK Limited, a UK company having an office at Sutherland House, 70-78 West Hendon Broadway, London NW9 7BT (Respectively, “PEC Tokens” and the “Company”). If you hold PEC Tokens and/or successfully participated in the Airdrop of PEC Tokens, you are agreeing to and will be bound by these Terms.

You and the Company hereby agree as follows:

Intended Purpose and Use of PEC Tokens

Ownership of PEC Tokens is available only to accredited or sophisticated investors as such term or its equivalent is defined under the applicable Securities Laws and regulations or in any other terms which allow it according to the applicable law of the holder’s country of residence. Ownership of PEC Tokens carries no rights, express or implied, other than the right to use PEC Tokens as a means to enable usage of and interaction within the Company’s Platform (the “Platform”) and additional rights as may be published by the Company from time to time (the “Rights”). The Terms do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. Further, you must note that PEC Tokens do not represent or confer any ownership right or stake, share, equity or security or equivalent rights, or any voting rights or intellectual property rights in the Company or any affiliate thereof other than stated hereof. Acquiring and/or holding PEC Tokens shall not grant any right or influence over the Company’s (or any affiliate thereof) organisation and governance to you, other than rights relating to the potential future provision and receipt of Rights, subject to the limitations and conditions contained in these Terms. Protections offered by the applicable law in relation to the purchase and sale of the aforementioned financial instruments and/or investments do not apply to the purchase and sale of PEC Tokens and neither these Terms nor the Company’s White Paper 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. PEC Tokens should not be acquired or transferred in any case or circumstance for speculative or investment purposes with the expectation of making a profit on immediate resale or otherwise.

Any person agreeing, covenanting or undertaking to own and to hold PEC Tokens acknowledges and understands that the Company, or any affiliate thereof, does not provide any guarantee that it will establish an operative Platform and therefore it cannot guarantee that the PEC Tokens can be used to access or allow Rights on the Platform or that the Platform will generate any revenue. You acknowledge and understand therefore that the Company, or any affiliate thereof, assumes no liability or responsibility whatsoever or howsoever arising for any loss or damage that would result from or relate to the incapacity to use PEC Tokens.

PEC Tokens do not constitute the provision of any goods and/or Rights as at the date of these Terms.


Interpretation:

In these Terms:

clause, schedule and paragraph headings shall not affect the interpretation of these Terms;

a ‘third party’ and a ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns;

a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;

words in the singular shall include the plural and vice versa; and

unless the context otherwise requires, a reference to one gender shall include a reference to the neuter and the other genders.

Scope of Terms

These Terms govern your PEC Tokens, whether it were issued, allocated or transferred to you, as part of the Airdrop, or as part of other purchase, whether if directly from the Company or from other PEC holder or any other way of owning, holding, receiving or transferring PEC Tokens. Any potential future use of PEC Tokens in connection with the provision or receipt of Rights (such as the Platform) will be governed primarily by other applicable terms and policies (collectively, the “Service Terms and Policies”). The Service Terms and Policies will be made available on our website. We may revise and/or update the Service Terms and Policies and this Terms from time to time at our sole and absolute discretion. In the event of any conflict between these Terms and the Service Terms and Policies, the Service Terms and Policies shall prevail.

PEC TOKENS AIRDROP

“Airdrop” means the issue of PEC Tokens by the Company to you if you fulfil each of the Airdrop Conditions;

“Airdrop Conditions” means that you have completed the onboarding process with the Company, at its full satisfaction, including, but not limited to, providing all relevant details, information and documentation to support that you are an accredited investor, as such term or its equivalent is defined under the Securities Laws and regulations of the holder country of residence

Important information about the procedures and material specifications of the Airdrop is provided in Schedule 1, including, but not limited to, details regarding the timing of the Airdrop and the amount and value of PEC Tokens which we intend will be included in the Airdrop. By agreeing to receive PEC Tokens during the Airdrop, you acknowledge and accept that you have read, understood and have no objection to these procedures and material specifications.

We reserve the right to either temporarily suspend or permanently abort the PEC Airdrop.

PEC Tokens Transferal

Any future transferal of your PEC Tokens to another shall be made as follows (a) to an electronic wallet  launched by The Elephant and/or approved by the Company and which its approval is still valid, in accordance with the Company’s requirements and policies; (b) accredited or qualified investor as such term or its equivalent is defined under the applicable Securities Laws and regulations of the transferee country of residence; and (c) in accordance with the Company’s Whitepaper, these Terms, Privacy Policy and the Service Terms and Policies.

You expressly understand and agree that you will not transfer PEC Tokens to any other electronic wallet not approved by the Company.

Cancellation; Refusal of Purchase Requests

We reserve the right to refuse or cancel PEC Tokens purchase requests and PEC Tokens Airdrop or any other model or features, at any time in our sole and absolute discretion. In such an event the consideration paid by you shall be rejected or refunded. Please note that there are no refunds or cancellations except as may be required by applicable law or regulation, if any, or as set out below.

The Company’s PEC Token Procedures and Specifications

Important information about the procedures and material specifications of the Company’s PEC Token is provided on the Company’s Whitepaper. By owning, holding and transferring PEC Tokens, you acknowledge and accept that you have read, understood and have no objection to these procedures and material specifications, as may be amended from time to time and updated in the Company’s website –  https://thelephant.io/.

Security

You are responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to receive and hold PEC Tokens that you purchase from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your PEC Tokens. The Company shall not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of PEC Tokens nor is the Company under any obligation to recover any PEC Tokens and the Company hereby excludes (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) PEC Tokens.

Personal Information and Privacy Policy

By holding PEC Tokens you expressly understand and agree to the Company’s Privacy Policy as provided in the Company’s website. The Company may determine, in its sole and absolute discretion, that it needs to undertake due diligence on certain prospective purchasers of PEC Tokens. As part of the Company’s due diligence process it may request that you send us certain information about you, all in accordance with the Company’s Privacy Policy. You agree to provide the Company with such information promptly upon request, and you acknowledge and accept that the Company may refuse to sell PEC Tokens to you until or after you provide such requested information in a form that is satisfactory to the Company.

Taxes

You are solely responsible for determining what, if any, taxes apply to your purchase of PEC Tokens, including, but not limited to: sales, use, value added, and any other taxes that may be applicable. It is also your sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction where you may be liable to pay tax. The Company is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, use, value added, or any other tax arising from your purchase of PEC Tokens, unless in case of the Company’s obligations arose from the law applicable to it and its affiliates, in the United Kingdom, Israel or in any other jurisdiction, require it to do so.

Representations and Warranties

By holding PEC Tokens, you represent and warrant to the Company that:

You have read and understood these Terms;

You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of holding PEC Tokens;

You have obtained sufficient information about the Company, the Company’s officers and agents and representatives and about the PEC Tokens to make an informed decision to acquire and to hold the PEC Tokens;

You understand that the PEC Tokens confer only the potential future right to receive Rights as such are stated in the Whitepaper and in any other document published by the Company and confer no other rights of any form with respect to the Platform, the Company, or any affiliate thereof including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; You also understand that Company may alter the Rights from time to time as such rights are stated in the White Paper and in this terms of conditions.

You are acquiring PEC Tokens to potentially receive Rights on the Platform at a future point in time. Due to regulatory reasons, these rights may not be available in your jurisdiction.

Your purchase of PEC Tokens complies with applicable law and regulation in your jurisdiction or in any jurisdiction the laws of which you may be subject to.

You live in a jurisdiction that allows the Company to sell and to hold PEC Tokens and does not prohibit you from participating without requiring any local authorisation;

Your usage of PEC Tokens shall be made in full compliance with any and all applicable legal and tax obligations to which you may be subject in any relevant jurisdiction;

If you are holding PEC Tokens on behalf of any entity or person, you are authorized to accept these Terms and enter into a binding agreement with the Company on such entity or person’s behalf (references to “you” in these Terms refer to the entity or person on whose behalf you are authorized to acquire the PEC Tokens);

You are not: (i) a citizen or resident of a geographic area in which access to or use of the PEC Tokens and/or the Rights is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List.

You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the PEC Tokens and/or the Rights, update the Company and reasonably act to remove any misdoing or exposure imposed on the Company as a result of it.

If you are registering to use or to hold the PEC Tokens or the Rights on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;

If you are an individual, you are at least 18 years of age and have sufficient legal capacity to accept these Terms and enter into a binding agreement with us;

The acceptance by you of these Terms and the entry into a binding agreement with us will not result in any violation of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (if applicable); (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound or to which any of your material assets are subject; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;

That none of your holdings of PEC Tokens are derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use the PEC Tokens to finance, engage in, or otherwise support any unlawful activities;

Any PEC Tokens you own will be held in your name, and any crypto-currency assets you use will come 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; and

You are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory wide sanction imposed by any country or government or international authority.

Indemnity

To the fullest extent permitted by applicable law, you will fully and effectively indemnify, defend and hold harmless the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against any and all claims, judgements, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees) that arise from or relate to: (i) your purchase or use of PEC Tokens; (ii) your responsibilities or obligations under these Terms; (iii) your violation of these Terms; or (iv) your violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to this indemnity. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

Disclaimers

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

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE COMPANY PARTIES, INCLUDING BUT NOT LIMITED TO ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REPUTATION LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE OWNING, HOLDING, USING AND TRANSFERRING PEC TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE BASIS (EVEN IF THE COMPANY OR ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE); AND (II) UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES, INCLUDING BUT NOT LIMITED TO ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS (JOINTLY), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE PEC TOKENS, EXCEED THE AMOUNT YOU PAY TO THE COMPANY FOR THE ACQUISITION OF PEC TOKENS.

THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

Release

To the fullest extent permitted by applicable law, you release the Company and the Company Parties including but not limited to its officers, directors, agents, joint ventures, employees and suppliers, from all and any 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.

Governing Law and Jurisdiction

These Terms will be governed by and construed and enforced in accordance with English law without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms or its subject matter or formation (including non-contractual Disputes or claims) will be resolved exclusively in the courts of the City of London.

Severability

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

Miscellaneous

These Terms constitute the entire agreement between you and the Company relating to your PEC Tokens. The Company may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If the Company makes such changes, it will post the amended Terms at The Elephant website and update the “Last Updated” date above. The amended Terms will be effective immediately. The Company may assign its rights and obligations under these Terms without your consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond its reasonable control. Acquiring, using or holding PEC Tokens does not create any form of partnership, joint venture or any other similar relationship between you and the Company. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Company provides to you, including these Terms, will be provided in electronic form.

You and the Company acknowledge that, in accepting these Terms, neither you nor the Company do so, on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided therein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.


Schedule 1 – Airdrop PEC Tokens

Investors that complete their registration and verification process and confirmed as such by the Company will be issued PECs for no consideration as follows:

  1. Amount of PEC issued to each investor – 500 PECs
  2. Total number of PEC avaible under Program – 3,000,000 PECs to be granted to the first 6,000 investors that complete the registration process
  3. Lock up – 9 months.