The Terms and Conditions (the T&C”) apply to the buyer of the Ubiatar coin (or also “UAC”) and future user of the UbiatarPlay platform. PLEASE READ THESE TERMS CAREFULLY BEFORE PARTICIPATING TO THE TOKEN SALE. THE T&C AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

By purchasing the Ubiatar coin during the token sale period (hereinafter the “Token Sale”), in the jurisdiction of Switzerland, you will be bound by these T&C, and all terms incorporated by reference. Your purchase of Ubiatar coins is subject to these T&C.

1. Applicability

The following T&C constitute the agreement (the “Agreement”) between UbiatarPlay SA, with main offices in Lugano (Ticino, Switzerland) and registered number CHE-232.619.630 (hereinafter “UbiatarPlay” or the “Company”), and you (the “User”) with respect to the purchase of the Ubiatar coin and the future use of the services offered through the UbiatarPlay platform. By using our services, you are agreeing to be bound by the T&C in its latest version. You are aware that UbiatarPlay may change this T&C at any time at it’s sole discretion. Your continued use of the UbiatarPlay Platform or your continued hold of the Ubiatar coins, means that you accept any new or modified terms.

2. Services

The Company aims to create a peer to peer platform for telepresence who connects people that want to see or do something impossible and unreachable for them in that moment (so called “Usar”) to persons that offer their physical presence for hire (“Avatars”).

By accepting the request and deal from the Usar, Avatar engages to explore places of interest, enter shops and markets, buy something or doing something technical (e.g. adjusting a machine) on behalf and under the instruction of the Usar. In exchange the Avatar will get coins from the Usar. Through the use of mobile devices App the Usar can always follow the Avatar while accomplishing the request.

The UbiatarPlay platform will require the use of Ubiatar coins and all in accordance to the Software as a Service agreement to be signed between the Parties.

UbiatarPlay platform will be open source and based on blockchain technology. The use of a blockchain protocol, will enable the platform to be decentralized and fully automatized, where the parties can exchange services, with a lower transaction costs, using the UAC as a currency.

3. The Ubiatar coin

Ubiatar coin functions is a means of payment on the Company’s platform, which will allow Users to make use of UbiatarPlay platform services. Through the Token Sale, the Users acquire the rights to use the UbiatarPlay platform.

Ubiatar coin does not have the legal qualification as a security, since it does not give any rights on dividends or interest. Ubiatar coin is final and non-refundable. UAC is not a share and does not give any right to participate in the general meetings of the Company. Ubiatar coin cannot have a performance or a particular value outside the Company’s platform. The purchase and use of Ubiatar coin shall therefore not be done for speculative usage.

Ubiatar coin can be purchased during the Token Sale directly from the Company or after the Token Sale at the Company or an exchanger.

Any User purchasing Ubiatar coin expressly acknowledges and represents that she/he has carefully reviewed the T&C and fully understands the risks, costs and benefits associated with the purchase of this token as indicated in the T&C.

4. Knowledge required

The User undertaking to purchase Ubiatar coin in relation to the Token Sale should ensure that she/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and that she/he fully understands the risks associated with the Token Sale as well as the mechanism related to the use and custody of cryptocurrencies.

The Company shall not be responsible for any loss of Ubiatar coin or situations making it impossible to access to Ubiatar coin, which may result in any actions or omissions of the future User or any person undertaking to acquire Ubiatar coin.

5. AMLA duties Know-your customer (KYC)

There will be a KYC procedure that Users will have to perform within the UbiatarPlay platform in order to contribute to the token sale and to accept that the Company can refuse any payment which is not compliant with the internal due diligence.

A full AMLA compliant KYC will be performed by an appointed authorized Swiss third entity.

6. Risks

Acquiring and storing Ubiatar coin involves various risks, in particular that UbiatarPlay may not be able to launch all of its operations and further develop its platform. Therefore, and prior to acquiring UAC, any User should carefully consider the risks, costs, and benefits of acquiring Ubiatar coin within the Token Sale, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity or any other risks as indicated in the T&C, should not acquire Ubiatar coin, at this stage or later.

7. Important Disclaimer

The T&C shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way nor should they be considered as an offering of securities in any jurisdiction. The T&C 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. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to UbiatarPlay or any related or associated company. UAC will be used as a mean of payment and is not intended to be used as an investment.

Any information in the T&C is given for general information purpose only and is relevant to the day it has been written and the Company does not provide with any warranty as to the accuracy and completeness of this information now or in the future.

The offering of Ubiatar coin on a trading platform is done in order to allow the purchase of services on the UbiatarPlay platform and not for speculative purposes.

Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may affect UbiatarPlay’s business and even limit or prevent it from developing its operations in the future. Any person undertaking to acquire UAC must be aware that the UbiatarPlay business model and the T&C may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, any person undertaking to acquire Ubiatar coin acknowledge and understand that neither the Company nor any of its affiliates shall be held liable for any direct or indirect loss or damages caused by such changes.

UbiatarPlay will do its best to launch all of its operations and further widen the UbiatarPlay App services and features. Any person undertaking to acquire Ubiatar coin acknowledges that UbiatarPlay’s platform will function and provide access to services as at the launching of the crowdsale. Depending on further potential developments of the UbiatarPlay’s platform, other services may be released and offered to the Users.

Acquiring Ubiatar coin shall not grant any right or influence over the Company’s organization and governance to the Users. These tokens will be issued by a technical process referred to as a «Blockchain». This is an open source IT protocol over which the Company has no rights or liability in terms of its development and operation. The token distribution mechanism will be controlled by a Smart Contract; this involves a computer program that can be executed on the Ethereum network or on another blockchain network that is compatible with the Smart Contract programming language. User acknowledge and understand therefore that UbiatarPlay (incl. its bodies, employees and associated entities) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the UAC, excepted in case of intentional misconduct or gross negligence.

Ubiatar coin is based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the Ubiatar coin network to malfunction or operate in a way that is not expected.

Employees of UbiatarPlay are allowed to operate with Ubiatar coin at market price if they are not in knowledge of information that may modify the price of the Ubiatar coin.

8. Representation and Warranties

By participating in the Token Sale, the User agrees to the T&C and in particular, they represent and warrant that they:

are authorized and have full power to purchase Ubiatar coin according to the laws that apply in their jurisdiction of domicile;

are not a U.S. citizen, resident or entity (a “U.S. Person”) nor are they purchasing Ubiatar coin or signing on behalf of a U.S. Person;

are not a Chinese resident or entity nor are they purchasing Ubiatar coins or signing on behalf of a Chinese resident or entity;

are familiar with all related regulations in the specific jurisdiction in which they are based and that purchasing cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;

are not acting for the purpose of speculative investment;

live in a jurisdiction which allows UbiatarPlay to sell the Ubiatar coin through a crowdsale without requiring any local authorization;

does not lives in a jurisdiction which is qualifying token issued through a crowd sale as securities;

will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;

are solely responsible for determining whether the acquisition of Ubiatar coin is appropriate for them;

are acquiring Ubiatar coin exclusively for use of the UbiatarPlay platform;

understand the risks associated with the Token Sale (incl. the risks related to the non-development of UbiatarPlay platform and operations) and

understand the use of cryptocurrencies and its associated risks.

acknowledges and accepts that the Ubiatar coin crowdsale is taking place within a Swiss legal environment that is still under development.

9. Intellectual Property Rights

To the extent that copyright trademark or any other intellectual property rights exist in the Company’s platform, such as software, know-how, analysis or programs, those existing and future copyrights and other intellectual and industrial rights (hereinafter “IP rights’) belong solely to UbiatarPlay and its affiliated companies and you as a buyer do not and will not have any related rights in such IP Rights.

10. Limitation of Liability

UbiatarPlay, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors and anyone on its behalf, assumes no liability or responsibility for any loss raised from the Token sale, arising out of or related to the use of the UbiatarPlay platform or any technical, interruption or malfunction of the UbiatarPlay platform.

The limitation of liability set out above shall not be applicable in the event that UbiatarPlay, or a UbiatarPlay-employee, has caused the damage by intentional misconduct or by gross negligence.

11. Severability

If any of the provisions of the T&C or of the Agreement are deemed to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.

12. Applicable Law and Jurisdiction

The T&C are subject to and governed by Swiss Law to the exclusion of Swiss International Private Law and any International Treaties. Any User and UbiatarPlay agree to seek an amicable settlement prior to bringing any legal action All disputes arising from or under these T&C shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only. The seat of the arbitration shall be Lugano, Switzerland. The arbitral proceedings shall be conducted in English.

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