Terms and Conditions

TERMS & CONDITIONS

Foreword:

Kindly note that Bonuz offers multiple rounds of Token Sales.

These are based on different prices and different unlock/vesting schedules.
Below you find the Terms & Conditions of the ongoing "GTM Private Sale".
"GTM" stands for "Go To Market" if you wondered.

Additionally, find below the Terms & Conditions of the "FOMO SALE", and the previously closed "PRIVATE COMMUNITY SALE" which sold out in Q3 2021.

Each Round's respective Terms & Conditions is visually bordered by:

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TERMS & CONDITIONS > Bonuz Public Token Event (the “GTM Private Sale”)

Effective Date: November 18th, 2023

This Bonuz Public Token Event Terms and Conditions (the “T&C”) is made and entered by and between Bonuz Inc. with registered office in Saint Lucia ("Bonuz", “we” or “us”) and any entity that fulfills the criteria set out in these T&Cs and accepts the terms provided herein (hereinafter “Participant”,“you” or “your”).

By participating in the Bonuz Public Token Event (the “GTM Private Sale”), the Participant agrees to these T&Cs and agrees and acknowledges that these T&Cs and all documents incorporated by reference into these T&Cs constitute a legally binding agreement between Bonuz and each Participant (each a "Party" and collectively, the "Parties").

Please read the T&Cs carefully. If you do not agree to all of these terms, you shall immediately cease all participation in the Token Event. By participating in the Token Event, the Participant agrees and acknowledges that it has read and fully understands and accepts all terms set forth in this T&C.

1. Definitions and Interpretation

1.1. For purposes of this T&C, the following capitalized terms shall have the following meanings:

European Consolidates List of Sanctions	The European Union’s Consolidated list of persons, groups and entities subject to EU financial sanctions, accessible via the following address: https://ec.europa.eu/info/business-economy-euro/banking-and-finance/international-relations/restrictive-measures-sanctions_en
Intellectual Property Rights	Means all intellectual property rights, including without limitation any copyright, adaptation rights, publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronization rights, rights to be named as creator of the work, artist names, patents, utility models, circuitry, rights of patent, rights to inventions, design patents, designs, trademarks, trade names and business names (including Internet domain names and e-mail address names), service marks, brands, slogans, commercial symbols, logos, rights in software, database rights, rights to preserve confidential information (including know-how and trade secrets) other designations, inventions, trade secrets, know-how, and any other industrial or intellectual property rights, whether registered or unregistered and all applications therefor.
Force Majeure Event	Means an event beyond a Party's reasonable control, including without limitation, fire, flood, war or riot, acts of civil or military authority (including governmental priorities), government sponsored cyber-attacks, severe weather, strikes or labour disputes or labour shortages.
Immediate Family of a Senior Political Figure	The Senior Political Figure’s parents, siblings, spouse, children and in-laws.
Protected Parties	Bonuz’s members, directors, officers, partners, principals, employees, agents, advisers and consultants.
Senior Political Figure	A senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. In addition, the definition includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Political Figure, its Immediate Family and Close Associates.
Token(s)	The Bonuz future token is envisioned to be released after 25th February 2024. "In alignment with our strategic goals and the market conditions, the envisioned date will be celebrated once we achieve the milestone of 40,000 active users in the Ecosystem."
Token Event	The stage of the sale of Tokens is designated as “Governance Generation Token Event” in Bonuz’s communication.

1.2. Unless a contrary indication appears, any reference in this T&Cs to a "Clause", “Section” or an "Annex" is a reference to a clause or section of, or an annex to, this T&Cs and annexes shall form an integral part of this T&Cs.

1.3. A defined document or provision of statutory law is a reference to that defined document or provision as amended, supplemented, reenacted, restated or novated from time to time.

1.4. This T&Cs is phrased gender-neutral. The singular “they” is used instead of referring to all genders in terms of gender equality.

1.5. The singular includes the plural and vice versa.

2. Scope

2.1. Bonuz intends to develop an open social platform protocol on the blockchain, as better detailed in the official documentation provided by Bonuz in related to the Bonuz and the Token Event.

2.2. This T&C contains legally binding clauses and requirements for participation in the Token Event. 2.3. This T&C specifically does not govern the use of the Tokens in the Bonuz platform. Any potential future use of Tokens in connection may be governed by other applicable terms and conditions.

3. Eligibility Requirements and Customer Due Diligence

3.1. CITIZENS, RESIDENTS (TAX OR OTHERWISE) OR GREEN CARD HOLDERS OF THE UNITED STATES OF AMERICA MAY NOT PARTICIPATE IN THE TOKEN EVENT.

3.2. In order to be eligible to purchase Tokens, the Participant shall not act in the capacity of consumer in terms of the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights (“Consumer”). By entering into this Agreement the Participant confirms and acknowledges not to act in the capacity of Consumer.

3.2.1. For the avoidance of doubt, Participants that are residing, located, or citizens of the following countries, are unable to participate in the Token Event: U.S, Canada, mainland China, United Kingdom, Afghanistan, Albania, Belarus, Bosnia, Herzegovina, Burundi, Central African Republic, Côte d'Ivoire, Cuba, Democratic Republic of the Congo, Ethiopia, Guinea, Guinea-Bissau, Iran, Iraq, Lebanon, Liberia, Libya, Myanmar (Burma), North Korea, New Zealand, Republic of Macedonia (Fyrom), Serbia, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Thailand, Trinidad & Tobago, Tunisia, Uganda, Ukraine, Venezuela, Yemen, Zimbabwe and all internationally blacklisted and sanctioned nations. All users must pass KYC/AML requirements.

3.3. In order to be eligible to participate in the Token Event, the Participant shall undergo and successfully pass any due diligence processes determined by Bonuz according to its interpretation of anti-money laundering requirements that may be applicable to the receive Tokens (“Customer Due Diligence”). As part of the Customer Due Diligence Process, Bonuz may, in particular but without limitation, request the Participant to provide information about their identity and the source of their wealth and/or funds. Additionally, if the Participant acts as trustee, agent, representative or nominee for another person (“Beneficial Owner”):

3.3.1. The Participant shall notify Bonuz that they are acting for the Beneficial Owner and provide all information and documentation required or requested relating to that Beneficial Owner;

3.3.2. The Participant represents and warrants to Bonuz that they have all requisite power and authority from the Beneficial Owner to execute and perform the obligations under this T&Cs.

3.4. Any personal data provided by the Participant to Bonuz in the course of the Customer Due Diligence will be processed by Bonuz according to our privacy policy.

3.5. The Participant undertakes to notify Bonuz immediately if the Participant becomes aware that any information communicated as part of the Customer Due Diligence relating to them or any person for whom they hold the Tokens is no longer accurate or complete in all respects.

4. Sale and Purchase of Tokens

Issuance and distribution of Tokens

4.1. Bonuz shall ensure that there is at no time more than 1,000,000,000 Tokens in issue and in circulation.

4.2. Bonuz intends to distribute 5,000,000 Tokens during the “GTM Private Sale” Token Event. Tokens made available during this Token Event are subject to a Vesting Schedule.

4.3. In the event that any of the Tokens made available for purchase during the Token Event remain unsold or undistributed for any reason, such Tokens shall be allocated to the reserve for Bonuz’s use at its sole and absolute discretion.

4.4. The Token Event will commence and end in accordance with the dates and times published by Bonuz (as may be updated from time to time) or otherwise communicated by Bonuz. Bonuz reserves the sole discretion to adjust such dates and times as it deems fit from time to time.

4.5. The price per Token during this limited Token Event shall originally be 0.08 USDT, or as may be updated from time to time, or otherwise communicated by Bonuz. This Token Event is currently at 19.11.2023 discounted to 0.05 USDT per Token. The discounted Price adjustment will be guaranteed purchasable till 15.12.2023. The price per Token is exclusive of all applicable taxes (including, without limitation, sales, use, withholding, and income tax, but excluding tax on the net income of Bonuz).

4.6. Vesting Schedule

4.6.1. All Tokens purchased during the “GTM Private Sale” Token Event will be subject to a 24-month linear vesting schedule, as follows:

4.6.1.1. Stage 1: TGE: 10% (ten percent) of Token shall be released on the token generation.

4.6.1.2. Stage 2: 2nd Tranche: 10% (ten percent) of Tokens unlocked on the 4th (four) months following the TGE.

4.6.1.3. Stage 3: 3rd Tranche: 10% (ten percent) of Tokens unlocked on the 12th (twelfth) month following the TGE.

4.6.1.4. Stage 4: Completion: 70% (seventy percent) of Tokens shall become unlocked on the 13th (thirteenth) month following the TGE and shall be distributed linearly for a total of 12 months.

4.7. Bonuz reserves the right at all times to make any changes deemed necessary to any aspect of Token Event, including the Vesting and Token Access, which shall be stated by Bonuz.

Suspension and Cancellation

4.8. Bonuz may, in its sole discretion, suspend the Token Event at any time for security reasons or if required by the applicable laws. Any suspension of the Token Event shall be deemed to commence immediately from the date and time specified in the notice published by Bonuz. Bonuz shall have the right to modify, at its sole discretion, any of the dates and times referred to in these T&Cs, the Whitepaper, the Bonuz website, or otherwise to account for such period of suspension.

4.9. The Token Event may be canceled by Bonuz, in its sole discretion, in any of the following circumstances:

4.9.1. Any change occurs to the blockchain network, which in the opinion of Bonuz is likely to materially prejudice the success of the Token Event or the development of the Bonuz platform;

4.9.2. Bonuz considers that there are security reasons for canceling the Token Event;

4.9.3. If the cancellation of the Token Event is required by the applicable laws;

4.9.4. The Token Event or Bonuz is required by the applicable laws to be licensed or approved or fundamentally restructured;

4.9.5. The Token Event is suspended due to any Force Majeure Event and Bonuz cannot reasonably expect the Token Event to be resumed within thirty (30) days

4.10. Any cancellation of the Token Event shall be deemed to commence immediately from the date and time specified in the notice published by Bonuz.

4.11. During any period of suspension or in the event that the Token Event has ended or been canceled, Bonuz will not be able to receive or accept any payment for the Tokens. Accordingly, any Participant who attempts to pay Bonuz for any purchase of the Tokens during such period risks losing their entire payment, and Bonuz will neither be responsible or liable for recovering or returning any such payment, nor be liable for any losses incurred by the Participant in respect of the foregoing.

Procedures and Conditions for Purchase

4.12. A Participant may purchase the Tokens through the methods as defined or specified by Bonuz.

4.13. In order to purchase the Tokens during the Token Event, unless specified by Bonuz in writing, the Participant must:

4.13.1. Register for the Token Event in accordance with the procedures set out on our website,

4.13.2. Complete the KYC Procedures (found at: enter.bonuz.market/kyc ) to the satisfaction of Bonuz

4.13.3. Comply with these T&C and all relevant instructions of Bonuz,

4.13.4. Maintain a fully operational EVM-capable Wallet that complies with the requirements prescribed by Bonuz and whose address has been whitelisted by Bonuz.

4.14. Bonuz shall not be responsible for any delays, losses, costs, non-delivery of the Tokens or other issues arising from any non-compliance.

4.15. Without limitation, Bonuz is under no obligation to issue any replacement Tokens if any Token or private key to any Wallet is lost, stolen, malfunctioning, destroyed or otherwise inaccessible for any reason, nor to refund the Participant for the price of the Tokens in such cases.

4.16. The Participant shall be responsible for implementing and maintaining adequate security measures for purchasing, storing and using the Tokens, including the safe-keeping of any private keys, identification or access credentials of the Participant's Wallet.

5. Refunds

5.1. Bonuz do not offer any form of refund for the Token Event.

6. The Bonuz platform and the Tokens

6.1. The Participant acknowledges that at the time of the Token Event the Bonuz platform has not been fully developed. The Participant acknowledges that there is a risk that the development of the platform may fail or be significantly hampered at any stage. The Participant further acknowledges to be aware of the stage of development of the Bonuz platform and the risks associated with the purchase of Tokens, in particular but without limitation those outlined in Risk Factors.

6.2. The Bonuz platform will be initially developed by Bonuz or/and an affiliate of Bonuz or by partners of Bonuz (collectively the “Service Providers”). Bonuz will not necessarily maintain the platform and Bonuz will not be responsible or liable for the platform or any third-party uses of the platform.

6.3. Bonuz’s intended purpose of the Tokens is to be used as defined within the Bonuz official publications.

6.4. To own, receive or possess Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable future usage of services in accordance with the then applicable terms of use relating to the future Bonuz platform. In particular, the Participant understands and agrees that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to Bonuz, the Bonuz platform, Service Providers or any of their corporate affiliates, other than any rights relating to the provision and receipt of Services, subject to the applicable terms, conditions or policies that may be adopted by participants in the future Bonuz platform.

Token Migration

6.5. The Bonuz Tokens will initially be created under the Solana & BSC protocol.

6.6. Bonuz reserves the right to migrate the future Solana-based / BSC-based tokens to another protocol and to generate replacement Tokens on the new protocol or for any other purpose in the future, should Bonuz determine, in Bonuz’s sole discretion, that doing so is necessary or useful to the operation of Bonuz.

7. Transfer of Tokens and Assignment

7.1. The Participant may not purchase the Tokens on behalf of a third party.

7.2. The Participant may not provide any third-party with a legal right or otherwise, over the Tokens before TGE.

7.3. The Participant may only transfer Tokens to third parties following the TGE.

7.4. Any obligations or covenants of Bonuz in this T&Cs are solely obligations or covenants to the Participant in its capacity of Participant of Tokens in the Token Event. Such obligations or covenants may not attach or transfer with the transfer of any Tokens. The Participant may not assign any of their rights or transfer any of its rights or obligations under this T&Cs.

7.5. Bonuz may, without notice to the Participant, freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under these T&C to any related corporation, affiliate, or company with whom Bonuz may merge or transfer its assets and undertakings.

8. Taxes

8.1. The Participant hereby agrees to be fully responsible for its own tax affairs, including, without limitation, any tax liability associated with or arising from the purchase of the Tokens. Accordingly, the Participant shall be responsible for calculating, collecting, declaring, bearing and paying all taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with the Participant’s participation in the Token Event and the receipt, holding, use, purchase or trading of the Tokens.

8.2. Save to the minimum extent required by the applicable laws, Bonuz shall have no responsibility to collect, report or remit any applicable taxes in connection with these T&C, the Token Event and the Tokens.

8.3. The Participant must provide all information requested by Bonuz or which may be necessary for determining taxable status of payments made by Bonuz including information evidencing the tax residency of the Participant. All such information must be updated, accurate and complete.

8.4. The Participant hereby agrees to fully indemnify, defend and hold the Protected Parties harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with these T&C, the Token Event and the Tokens.

9. Representations and Warranties

9.1. Each Party represents and warrants to the other:

9.1.1. To have full power and capacity to enter into the T&C and perform all of their obligations hereunder;

9.1.2. To be incorporated and validly existing under the applicable laws;

9.1.3. That this T&C constitutes legal, valid and binding obligations on the Party.

9.2. The Participant agrees and acknowledges to Bonuz that:

9.2.1. The Participant is aware (i) that there is the risk of project failure at any stage of development of the Bonuz platform and (ii) of risk factors that may have significant adverse effects on the deployment of the Bonuz platform;

9.2.2. The Participant has been comprehensively informed about the early stage of development of the Bonuz platform and of the risks and uncertainties entailed in the purchase of the Tokens;

9.2.3. The Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction, or e-money;

9.2.4. The Tokens do not represent a debt or equity interest in Bonuz and a purchase of Tokens is not akin to making an investment in or with Bonuz;

9.2.5. The Participant is purchasing Tokens solely for the purpose of participating in the Bonuz platform, and supporting the development, testing, deployment and operation of the Bonuz platform. The Participant is not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose.

9.2.6. The Tokens are meant to be used as means of engaging within the Bonuz platform and, therefore, any potential future use of the Tokens in connection with the provision and receipt of within the Bonuz platform will be possible if and when the Bonuz platform is successfully deployed;

9.2.7. The Participant is not subject to the laws of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect the purchase of the Tokens;

9.2.8. The Participant, nor any of its subsidiaries, any of its directors or officers nor any of its employees, agents or any other person acting on behalf of the Participant or any of its subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:

9.2.8.1. is listed as designated individuals or entities under the European Union Consolidated List of Sanctions;

9.2.8.2. is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by any other country (collectively, the "Sanctions");

9.2.8.3. is located, organised or resident in a country or territory that is the subject of such Sanctions;

9.2.8.4. has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that is or was the subject of any Sanctions;

9.2.8.5. is a Senior Political Figure, or any Immediate Family or Close Associate of a Senior Political Figure.

9.2.9. The Participant has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology.

9.3. Except as otherwise expressly provided in this T&Cs, neither Party makes any representation or extends any warranty of any kind, either express or implied, to the other Party with respect to any technology or other subject matter of this T&Cs and hereby disclaims all implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights of third-parties with respect to any and all of the foregoing. In particular, the Participant agrees and acknowledges to purchase the Tokens on an “as is” and “under development” basis. THEREFORE, PROVIDED THAT BONUZ ACTS IN GOOD FAITH, THE PARTICIPANT ACCEPTS THAT BONUZ IS SELLING THE TOKENS WITHOUT BEING ABLE TO PROVIDE ANY WARRANTIES WHATSOEVER, EITHER EXPRESSED OR IMPLIED, IN RELATION TO THE TOKENS AND/OR THE BONUZ PLATFORM, INCLUDING, BUT NOT LIMITED TO, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.4. The Participant undertakes to notify Bonuz immediately if the Participant becomes aware that any of the representations, declarations or statements in this T&C, in particular but without limitation, those in this Clause 9, are no longer accurate and complete in all respects.

10. Limitation of Liability

10.1. Bonuz shall be liable only in the event of breach of principal contractual duties, for predictable, typically occurring damages. A principal contractual obligation is an obligation the fulfilment of which is essential for proper execution of the contract, the breach of which jeopardizes reaching the contractual object and on observance of which the other party to the contract may duly rely.

11. Data Protection

11.1. Bonuz collects and stores the Participant’s data necessary for the implementation of this T&C. When processing personal data, Bonuz complies with the applicable statutory provisions.

12. Intellectual Property Rights

12.1. All Intellectual Property Rights in and to the Bonuz platform and the Tokens, including their constituent elements, shall at all times belong to Bonuz and the respective third party proprietors (as the case may be).

12.2. No Intellectual Property Rights are granted directly, by implication or otherwise by Bonuz or the relevant third party proprietor.

12.3. Bonuz grants each Participant a limited permission to electronically copy and to print in hard copy all official documentation relating to Bonuz, these T&C and portions of any other document relating to the Token Event which is presented on any Bonuz publication is for the sole purpose of participating in the Token Event. All other use of the foregoing materials without the prior written permission of Bonuz is strictly prohibited.

13. Termination

13.1. Bonuz reserves the sole and absolute discretion to terminate the T&Cs entered into by the Parties pursuant to these T&Cs at any time, for any reason, by giving notice to the Participant or by publishing a notice.

13.2. The termination of the T&Cs entered into by the Parties pursuant to these T&C for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination. Further, on termination, provisions in these T&C which are by their nature intended to survive shall continue in full force and effect.

14. Miscellaneous

14.1. Prohibition to set-off. The Participant does not have the right to set off any claim, unless such claim has been finally and non-appealable established.

14.2. Notices. Unless otherwise specified, contractual notifications, declarations and documentation under this T&C require at least text form, e. g. e-mail, publications, and are effective on the date received (unless the notice specifies a later date). The Participant agrees and acknowledges that all agreements, notices, disclosures, and other communications that Bonuz provides to it, including these T&Cs, will be in electronic form.

14.3. Amendment. Bonuz may, at its sole and absolute discretion, amend any of these T&C, any terms incorporated by reference into these T&C and the Whitepaper from time to time with or without notice to any person by posting the amended document or the link to the amended document. The amended document shall become effective immediately from the time of posting. Verbal collateral agreements do not exist.

14.4. Severance. In case one or more of the provisions contained in this T&Cs including its Annexes shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this T&C as a whole. The invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that in legal and economic terms comes closest to what the Parties would have intended if they had been aware of the invalidity, illegality or unenforceability of such provision.

14.5. Entire Agreement. This T&C (and the documents referred to herein) set forth their entire agreement with respect to the sale and purchase of the Tokens during the Token Event. These T&Cs shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or not, relating to its subject matter. HOWEVER, PURCHASES OF TOKENS MADE DURING OTHER STAGES OF THE SALE OF TOKENS ARE SUBJECT TO THE TERMS OF THE AGREEMENTS ENTERED INTO BETWEEN BONUZ AND THE PURCHASERS. THIS T&C ONLY GOVERN THE PURCHASE OF TOKENS DURING THE TOKEN EVENT.

14.6. Force Majeure. Bonuz shall not be in breach of these T&C or liable for delay in performing, or failure to perform, any of its obligations under these T&C if such delay or failure result from a Force Majeure Event.

14.7. Waiver. No waiver of any term, provision or condition of these T&C by Bonuz shall be effective unless such waiver is evidenced in writing and signed by Bonuz. No omission or delay on the part of Bonuz in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

14.8. Governing law. This T&C is governed by and construed in accordance with the laws of St. Lucia.

14.9. Dispute resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this T&C or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30) days, then all disputes, claims, questions, or disagreements shall be brought solely in the courts of St. Lucia, or as deemed necessary and appropriate by Bonuz if no other mandatory statutory place of jurisdiction is applicable.

Risk Notice

A. Successful deployment of the Bonuz platform

There is a risk that Bonuz is unable to successfully deploy the Bonuz platform. Although Bonuz is committed to doing so, the project is still at an early stage and its completion may be prevented by a number of factors such as lack of funding and technical or regulatory issues.

B. Key Personnel

There is a risk that key team members of Bonuz, who’s know-how and experience are essential to a successful development and deployment of the Bonuz platform, leave Bonuz thereby compromising the success of the project.

C. Regulatory risk

There is a risk that in some jurisdictions the Tokens may be considered illegal or regulated by special legislation or that in the future the Tokens are considered illegal or subject to the regulation of special legislation. Bonuz does not guarantee that the Tokens are legal in all jurisdictions. The Participant solely bears all legal or financial consequences if the Tokens are considered a security or deemed illegal in the Participant’s respective jurisdiction. The Participant is obliged to verify whether the acquisition and disposal of the Tokens is legal in their jurisdiction, and by accepting the provisions of this T&Cs, the Participant agrees not to use the Tokens in case their use is considered not legal. Ownership of cryptographic tokens (and exchanging them for other cryptographic tokens) and Blockchain technology are carefully studied by regulators around the world; this may lead to any unpredictable consequences including but not limited to restrictions on use or ownership of digital tokens, such as the Tokens, which may impede or restrict existence, acceptability or value of such tokens.

Additional, changes in the legal treatment of the Tokens could adversely affect the envisaged business model for the Bonuz platform, therefore making it unviable. Particularly, Bonuz does not have any official confirmation by any regulatory authority regarding the legal classification of the Tokens and eventual regulatory implications of its issuance and sale, nor regarding the eventual regulatory impact of the development of the Bonuz platform. Later assessments carried out by regulatory authorities regarding the Tokens and/or the Bonuz platform may adversely affect the development of the Bonuz platform or cause the suspension or cancellation of the Token Event.

D. Tax risks

It is the responsibility of the Participant to evaluate the tax consequences of purchasing, holding, using and selling the Tokens.

E. Risks Associated with blockchain technology

a. Smart contracts

There is a risk that any smart contract used for the distribution of the Tokens contains security gaps, errors or dysfunctionalities which may adversely affect the distribution and use of the Tokens.

b. Private keys and smart contract control

The Participant is solely responsible for the secure storage and administration of their private keys of the wallet in which the Tokens are held. Loss of the private keys can lead to irretrievable loss of the Tokens.

c. Solana and BSC Protocol

The Tokens are based on Solana and the BSC protocol. Thus, a malfunction, unintended function, or unforeseen operation of the Solana or BSC protocol may cause the Tokens to become defective or function unexpectedly or unintentionally. More information about Solana can be found at https://solana.com/. More information about BSC can be found at https://www.binance.org/en/smartChain The same is applicable to networks in which Replacement Tokens are based.

d. Risks of Theft and Hacking

Hackers or other groups or organizations may attempt to interfere with the Participant’s wallets, the Bonuz platform or the Tokens in a variety of ways, including but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malicious attacks or consensus-based attacks, which may result, e.g., in Tokens being stolen or inaccessible without change of recovery. Blockchains are exposed to mining attacks which may put the smart contract at risk.

e. Risk of Security Vulnerabilities in the Source Code of the Tokens or any Associated Software and / or Infrastructure

There is a risk that the Tokens may unintentionally contain flaws or bugs in its source code that affect the use of Tokens or cause the loss of a Token.

Risk Disclosure

Bonuz is not a registered broker, analyst or investment advisor. Everything that Bonuz provides is purely for guidance and informational purposes. The Tokens are for purchase as entry into an experimental proof-of-concept eco-system as defined within Bonuz’s official documentation. The Token event and all information relating to the Token Event should be independently verified and confirmed. Bonuz does not accept any liability for any loss or damage whatsoever caused in reliance upon such information or services.

All forms of participation involve a substantial risk of loss and are not suitable for every Participant. By participating in this Agreement, the Participant is subject to risk, which they accept. There is also no guarantee that the Company's goals or objectives will be achieved. The development or deployment of the Token may fail, be abandoned or be delayed for a number of reasons, including lack of funding, lack of commercial success or prospects, or lack of use by advertisers, publishers, and/or users.

The Token is not collateralized and has no intrinsic value. The Participant should be aware that they may not recover their consideration. Please be aware of the risks involved with any digital currency, including the Token. Do not participate with money that you cannot afford to lose. When in doubt, you should consult a qualified financial advisor before making any related financial decisions. Only participate with risk capital; that is, participate with money that, if lost, will not adversely impact your lifestyle and your ability to meet your financial obligations.

Bonuz plans on implementing security measures; however, Bonuz cannot predict the success of any security precautions. Bonuz may lose access to its private keys or be subject to data breach or data loss.

The full functionality of the Tokens is not yet complete, and no assurance can be provided of such completion. The functionality of the Tokens is complex, will require enhancements and product support over time, and full functionality may take longer than expected.

The Participants acknowledges and agrees to the following potential risk factors which may halt all operations of Bonuz and/or the Token:

6.1. Neither the Company, nor any related third party, provides any guarantee as to the accuracy, completeness, or suitability of the information and materials found within this Agreement.

6.2. Cryptocurrencies are the subject of regulatory scrutiny by government authorities and other regulatory bodies worldwide, and Bonuz could be adversely affected by one or more enquiries or actions.

6.3. Expectations regarding the form and functionality of the Tokens which the Participant holds (whether due to the official documentation or otherwise), may not be met upon release of the Future for any number of reasons, including a change in the design and implementation plans, or delays or differences upon execution.

6.4. The Solana blockchain is still in a relatively early stage of development and is not completely proven. Any malfunction, flaws, breakdown or abandonment of the Solana blockchain may have a material adverse effect on the Tokens.

6.5. Advances in code cracking, or technical advances such as the development of quantum computing, may present risks to cryptocurrencies and the Company, which could result in the theft or loss of Tokens.

6.6. Human Error: Future Token transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the relevant blockchain. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of Tokens or a theft of Tokens generally will not be reversible, and there may be no compensation for any such transfer or theft. Such loss could adversely affect the value of Tokens. The Participant accepts all risks associated.

The Token is not an investment product; it is envisioned to be a utility token for the Bonuz speculative platform.

Any content in the official documentation or the Bonuz website should not be relied upon as advice or construed as providing recommendations of any kind.

Past results are no indication of future performance. In no event should the content of this correspondence be construed as an expressed or implied promise or guarantee.

Bonuz is not responsible for any losses incurred as a result of receiving, trading or otherwise using our Token.

Information provided in this correspondence is intended solely for informational purposes and is obtained from sources believed to be reliable. Information is in no way guaranteed.

No guarantee of any kind is implied or possible where projections of future conditions are attempted.

None of the content published here constitutes a recommendation that any particular cryptocurrency, portfolio of cryptocurrencies, transaction or investment strategy is suitable for any specific person. None of the information provided is intended to advise you personally concerning the nature, potential, value or suitability of any particular cryptocurrency, portfolio of cryptocurrencies, transaction, investment strategy or other matter.

Market disruptions such as those that occurred during October of 1987 and on September 11, 2001, could have a global material effect on general conditions and market liquidity which could result in substantial losses and potential dissolution of the Company.

NOTHING HEREIN IS OR SHOULD BE CONSTRUED AS FINANCIAL, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE PARTICIPANT. EACH PROSPECTIVE PARTICIPANT IS STRONGLY URGED TO CONSULT SUCH PERSON'S PERSONAL TAX ADVISOR WITH RESPECT TO THE INCOME TAX CONSEQUENCES OF ENGAGING IN THIS AGREEMENT.
UNDER THESE TERMS, BONUZ AND THE TOKENS MAY FUNDAMENTALLY CHANGE AS CIRCUMSTANCES DEVELOPMENT AS BONUZ ADJUSTS.

Bonuz is not insured by any government or private insurer. Therefore, in the event of a Dissolution Event, the Participant may be unable to recover all or any of their Purchase Amounts.

The Tokens may only be purchased in jurisdictions in which their marketing, legality, holding, and distribution are authorised, and any violation of the jurisdictional, in any way, is the Participant's responsibility.

18.1. Bonuz advises all Participants to check in advance whether they are legally entitled to participate in this Agreement and immediately report to Bonuz if deemed not permitted to participate.

All decisions regarding the management and affairs of Bonuz will be made exclusively by the Company. Accordingly, the Participant should not sign this Agreement unless willing to entrust all aspects of management to the Company. Participants will have no right or power to take part in the management or direction of the Company. As a result, the success of Bonuz for the foreseeable future depends solely on the abilities of the Company.

We highly recommend the use of a financial and legal expert to support you in making decisions relating to digital assets. Do not participate on your own or without adequately researching your region's regulations and restrictions. All digital assets, the Token included, are highly speculative and risky; they should not be considered in any other way.