TERMS AND CONDITIONS FOR THE DINARI TOKENS

TERMS AND CONDITIONS FOR THE SALE OF DINARI TOKENS (“TOKENS”) BY WAY OF ONE OR MORE SALES (THE “SALES”) HELD BY Dinari, Inc. (“Dinari” or “Company”), hereafter referred to as “TERMS”.

The Terms shall govern the sale and purchase of Tokens between DINARI and you (the “purchaser” or the “participant”), such sale to be conducted by way of one or more Sales to be conducted by DINARI. The detailed terms and parameters of each Sales shall be announced by DINARI in an Sales Announcement, which the Parties agree shall be part of the Terms. Please read the Terms carefully in conjunction with any Sales Announcement. If you are a Disqualified Person, please note that you are not eligible and you are not to participate in the Sales.
Each of you and DINARI shall hereinafter be referred to as a "Party", and collectively, you and DINARI shall hereinafter be referred to as the "Parties".
YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS OR THE TERMS OF AN SALES ANNOUNCEMENT, PLEASE DO NOT PARTICIPATE IN THE SALES(S).
THE INFORMATION CONTAINED IN THE TERMS IS CONFIDENTIAL AND PROPRIETARY TO DINARI AND IS PROVIDED TO YOU SOLELY FOR CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT THE PRIOR EXPRESS WRITTEN PERMISSION OF DINARI, SUCH PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE OF THE TERMS FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL PURCHASE OF TOKENS.
RECEIPT OF THESE TERMS CONSTITUTES YOUR AGREEMENT THAT THE INFORMATION CONTAINED IN THE TERMS WILL BE MAINTAINED IN STRICT CONFIDENCE BY YOU.THESE TERMS DO NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT A POTENTIAL PURCHASER MAY DESIRE TO HAVE IN INVESTIGATING A POTENTIAL PURCHASE OF TOKENS. IN ADDITION TO CONSIDERING THE RISK FACTORS DESCRIBED HEREIN, EACH POTENTIAL PURCHASER MUST CONDUCT AND RELY ON HIS/HER OWN DUE DILIGENCE AND EVALUATION OF TOKENS, INCLUDING THE MERITS AND RISKS INVOLVED WITH RESPECT TO TOKENS. CERTAIN PROVISIONS OF VARIOUS DOCUMENTS (AND DOCUMENTATION RELATED TO THE DINARI PLATFORM) ARE SUMMARIZED IN THESE TERMS, BUT POTENTIAL PURCHASERS SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE OR THAT THE TERMS WILL NOT CHANGE PRIOR TO CLOSING. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH DEFINITIVE, EXECUTED AGREEMENTS AND DOCUMENTS.
TOKENS PURCHASED IN THE SALES WILL BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY.ANY ACQUISITION OR TRANSFER OF TOKENS MADE IN VIOLATION OF THE ELIGIBILITY AND TRANSFER RESTRICTIONS CONTAINED IN THESE TERMS, OR MADE BASED UPON ANY FALSE OR INACCURATE REPRESENTATION MADE BY THE YOU WILL BE VOID AND OF NO FORCE OR EFFECT.
THESE TERMS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TOKENS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. EXCEPT AS OTHERWISE INDICATED, THESE TERMS SPEAK AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THESE TERMS NOR ANY SALE MADE IN THE SALES(S) SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF DINARI OR RELATED TECHNOLOGY AFTER THE DATE HEREOF. DINARI EXPRESSLY DISCLAIMS ANY DUTY OR OBLIGATION TO UPDATE, AMEND OR CHANGE ANY OF THE INFORMATION CONTAINED IN THESE TERMS.NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE REPRESENTATIONS IN CONNECTION WITH THE SALES(S) OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THESE TERMS, INCLUDING ANY ANNEXES HERETO. IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY DINARI.
YOU ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES. YOU ARE CAUTIONED NOT TO PLACE RELIANCE ON ANY PROJECTIONS OR FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY OF ANY KIND IS OR CAN BE MADE WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF, AND NO REPRESENTATION OR WARRANTY SHOULD BE INFERRED FROM, FUTURE, PROJECTED OR FORWARD-LOOKING OPERATING AND FINANCIAL INFORMATION, INCLUDING PERFORMANCE OR RESULTS, CONTAINED IN THESE TERMS OR ANY ASSUMPTIONS UNDERLYING THEM.ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE AS OF WHICH IT IS MADE. WE DO NOT ASSUME ANY OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY INFORMATION HEREIN TO REFLECT EVENTS OR CIRCUMSTANCES IN THE FUTURE, EVEN IF NEW INFORMATION BECOMES AVAILABLE, OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF OUR UNDERLYING ASSUMPTIONS PROVE TO BE INVALID. FURTHER, WE DO NOT INTEND TO UPDATE OR REVISE SUCH INFORMATION TO REFLECT CHANGES IN COMPETITION, MARKET CONDITIONS OR INDUSTRY OR GENERAL ECONOMIC CONDITIONS.
BY ACCEPTING THESE TERMS AND PARTICIPATING IN THE SALES(S), YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS (INCLUDING THE ANNEXES HERETO) AND ANY RELATED SALES ANNOUNCEMENTS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS, THE RELATED SALES ANNOUNCEMENTS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PARTICIPATING IN THE SALES.
The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to “Sections” and “Annex” are to be construed as references to the sections of and the annexes to these Terms.The Parties HEREBY AGREE as follows:

1. INTRODUCTION, SCOPE OF TERMS AND DEFINITIONS

shall constitute a part of these Terms, and no representations, warranties, or undertakings are or are intended or purported to be given by DINARI in respect of any information contained in or on, or any part of, the items as stated in this Section.

2. ELIGIBILITY TO PARTICIPATE IN THE SALES (DISQUALIFIED PERSONS)

3. You have been granted access to view these Terms because you have passed KYC and AML verification to the satisfaction of DINARI. Only participants who are not Disqualified Persons and who have successfully passed KYC and AML verification shall be eligible to participate in the Sales(s).

3. MECHANICS OF THE SALES – HOW SALES WORK

4. DELIVERY OF TOKENS AND RIGHTS OF TOKENS HOLDERS

5. WITHDRAWALS, CANCELLATIONS, REJECTION OF SALES

DINARI may, notwithstanding any provision in these Terms, elect in its sole and absolute discretion to provide a refund in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you.

2. save for your right to such refund under Section 5.3(a), you hereby waive all rights, claims, and/or causes of action (present or future) under law (including any tortious claims) or contract against DINARI and the Indemnified Persons in connection with or arising from your Requests, Valid Requests, and/or the Sales, and shall further hold harmless, DINARI and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities, and expenses that may be incurred by you in connection with or arising from your Requests, Valid Requests and the Sales.

6. REFUND POLICY

Tokens sold at the Sales(s) shall not be subject to a refund.

7. REPRESENTATIONS AND WARRANTIES

1. By accepting these Terms, you represent and warrant to DINARI as follows.

11. You promise that, with respect to the Tokens, until the expiration of the Distribution Compliance Period: (i) such Non-U.S. Person, its agents or representatives have not and will not solicit offers to buy, offer for sale or sell any of the Tokens or any beneficial interest therein in the United States or to or for the account of a U.S. Person; and (ii) notwithstanding the foregoing, prior to the expiration of the Distribution Compliance Period, the Tokens may be offered and sold by the holder thereof only if such offer and sale is made in compliance with these Terms  and either:  (A) the offer or sale is within the United States or to or for the account of a U.S. Person and pursuant to an effective registration statement, Rule 144 or an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person.  Such Non-U.S. Person agrees that after the Distribution Compliance Period, the Tokens may be offered or sold within the United States or to or for the account of a U.S. Person only pursuant to applicable securities laws.

12. You have not engaged, and you covenant that you will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Tokens.

13. You are not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities Act)

14. Neither (i) you, (ii) any of your directors, executive officers, other officers that may serve as director or officer of any company in which you invest, general partners or managing partners, nor (iii) any beneficial owner of the voting equity securities owned by you (in accordance with Rule 262 of the Securities Act) is subject to of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act (a “Purchaser Event”), and there is no proceeding or investigation pending or, to the knowledge of Purchaser, threatened by any governmental authority, that would reasonably be expected to become the basis for a Purchaser Event.

15. Tokens will be deemed to bear the legend set forth below and that included in Annex 3 (in addition to any other legend required by U.S. or non-U.S. federal or state laws that may be applicable to Tokens or provided in any other agreement with DINARI):
THIS TOKEN (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT..

16. These Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and neither the exchange for, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation, or rule in your jurisdiction.

17. You are not a citizen or resident of any jurisdiction in which either the exchange for, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected by any applicable law, regulation or rule.

18. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any regulatory authority in any jurisdiction (the "Approvals") is required on your part in connection with the Sales(s) for Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect.

19. The funds that you will use to fund your Sales Account were not and are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation, or rule.

20. None of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your Subsidiaries (if any), any of your directors or officers, or any of your employees, agents, or any other person acting on behalf of your or any of your Subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:

21. The Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing, or any other acts in breach or contravention of any applicable law, regulation, or rule.

22. You are acquiring Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person.

23. You bear the sole responsibility to determine what tax implications your participation in the Sales(s) may have for you and agree not to hold DINARI or any other person involved in the Sales(s) liable for any tax liability associated with or arising therefrom.

24. You agree and acknowledge that DINARI, the Indemnified Persons, and/or any person involved in the Sales(s) are not liable for any direct, indirect, special, incidental, consequential, or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you.

25. You waive the right to participate in a class action lawsuit or a class wide arbitration against DINARI, the Indemnified Persons, and/or any person involved in the Sales(s) and/or with the creation and distribution of Tokens.

2. All of the above representations and warranties are, and will continue to be, true, complete, accurate, and non-misleading from the time of your acceptance of these Terms and notwithstanding the receipt by you of all of the Tokens.

3. DINARI does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including without limitation any representation or warranty in relation to:

8. DISCLAIMERS

2. In the event of any loss, hack, or theft of cryptocurrencies from any cryptocurrency wallet provided by you to DINARI for the purposes of any refunds or withdrawals, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against DINARI.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION

2. To the maximum extent permitted by the applicable laws, regulations, and rules, you shall indemnify, defend, and hold DINARI and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of DINARI or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

10. NO ASSIGNMENT

Subject to these Terms, only you and no other person shall have the right to any claim against DINARI in connection with the Sales(s) and your sale and purchase of Tokens hereunder. You shall not assign, trade, or transfer, or attempt to assign, trade, or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of DINARI to the assignee or transferee.

11. INTELLECTUAL PROPERTY RIGHTS

12. SURVIVING TERMS

Notwithstanding the expiry or termination of the Sales(s), any delivery of Tokens to you or any abortion of the Sales(s) pursuant to these Terms, Sections 7 to 19, and the Annexes hereto shall remain valid and in full force and effect.

13. NO WAIVER

Any failure of DINARI to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of DINARI to assert any right(s), claim(s) or causes of action against you.

14. ENTIRE AGREEMENT

15. TAXES

16. NOTICES

1. Any notice or other communication to be given under these Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:

2. For the purposes of these Terms, the contact details of DINARI shall be the contact details (including, if applicable, the details of the person for whose attention a notice or communication is to be addressed) as DINARI may announce on the Sales Website or the Channels or notify to you in writing from time to time in accordance with the requirements of this Section.

3. For the purposes of these Terms, your contact details shall be such contact details as you may notify to DINARI in writing from time to time in accordance with the requirements of this Section.

17. GOVERNING LAW AND JURISDICTION

18. AMENDMENT AND RIGHTS OF THIRD PARTIES

19. SEVERANCE AND PARTIAL INVALIDITY

ANNEX 1 - DEFINITIONS AND REFERENCES

In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:
“Tokens” means a set of rules encoded in a smart contract, and in the specific case of Tokend offered in this Sale, each Token is encoded to represent a particular asset as set out on the Sales Website.
“Dinari Platform” means the Dinari mainnet release blockchain and protocol to which Tokens is a native, digital asset.
“Dinari-compatible Wallet” means a blockchain address on the Dinari Platform which you have successfully established and is owned by you and which has been registered in your Sales Account, and is used to hold any Tokens and any stablecoin accepted for payment by Dinari.
“Designated Address” means the unique blockchain address provided to you by CoinList onscreen at the Sales Website for purposes of transfer of any accepted digital asset for funding your Sales Account.
“Designated Bank Account” means the bank account which details are provided to you onscreen at the Sales Website for purposes of transferring USD to fund your Sales Account.
“double spend” means to undertake, or attempt to undertake, two (2) different transactions on the relevant blockchain or any other cryptocurrency network and spend the same account balance on each of the transactions.
“Excluded Jurisdiction” MEANS ANY OF UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES), CANADA, DEMOCRATIC PEOPLE'S REPUBLIC OF KOREA, CUBA, SYRIA, IRAN, SUDAN, CRIMEA, PEOPLE’S REPUBLIC OF CHINA, OR JURISDICTIONS WITH STRATEGIC ANTI-MONEY LAUNDERING / COUNTER-FINANCING OF TERRORISM DEFICIENCIES MOST RECENTLY IDENTIFIED BY THE FINANCIAL ACTION TASK FORCE, AND JURISDICTIONS IN WHICH THE SALES ARE PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.
“immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings, spouse, children, and in-laws.
“Indemnified Persons” means DINARI’s subsidiaries, related companies, corporate and individual affiliates, technology providers and advisors, directors, officers, employees, agents, service providers, and its affiliates, successors, and permitted assignees.
“OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.
“Receiving Address” means the Designated Address(es) or address(es) on the relevant blockchain as DINARI may transfer or refund any proceeds from the Sales(s) to participants.
“Subsidiary” means a corporation that has (a) the composition of its board of directors controlled by another corporation; (b) has more than half of its voting power controlled by another corporation; or (c) has more than half of its issued share capital held by another corporation.
“Terms” means the terms and conditions contained in these “Sales Terms”, as amended, supplemented, updated or substituted from time to time and includes the Annexes hereto.
“validated and verified” means, in relation to a relevant blockchain, receiving appropriate confirmations on such blockchain.
“Website” means Dinari
“Whitepapers” means Link
In these Terms, a reference to:
(a) DINARI includes a reference to its duly authorized agents and/or delegates;
(b) a person includes a reference to any individual, body corporate, unincorporated association or partnership;
(c) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;
(d) the masculine gender includes the feminine and neuter genders and vice versa;
(e) the singular includes the plural and vice versa; and
(f) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

ANNEX 2: RISK FACTORS

RISKS RELATED TO TOKENS

The Purchaser understands that the purchase of the Tokens involves substantial risk, including, without limitation, the risks set forth below. The list of risk factors set forth below does not purport to be a complete enumeration or explanation of the risks involved in the Purchaser’s purchase of the Tokens.