SCA IDO Terms and Conditions

Preamble

Scaleswap Launch Ltd., domiciled in The Republic of Seychelles (“Company”) is designing, developming and intends to deploy the Scaleswap protocol (the “Protocol”) which is a smart contract based launchpad for cryptocurrencies, Non-Fungible Token (“NFT”) and other digital technology companies as further set forth below (“Scaleswap Project” or “the Project”).

The Project token (“SCA Token” or “SCA”) shall be created upon the deployment of the Project, which is intended to be used to access and interact with the Protocol and to vote on certain decision related to the use of the Protocol as further set forth below as well as in the Scaleswap Whitepaper as referred to in this document.

I. Principles of SCA Token Sale Terms

These SCA IDO Terms and Conditions (“Terms”), which may be amended from time to time at the Company’s sole discretion, govern the sale of the SCA Token as well as the conditions under which individuals and entities (“Users”) are able to participate in this sale (“SCA Token Sale”).

By accepting these Terms and participating in the SCA Token Sale, the User understands and acknowledges that these Terms are binding between the User and the Company.

II. Overview on Scaleswap Project and Token Sale

The Scaleswap Project aims to develop a platform that uses elements of blockchain, AI, AR and web-based data transfer to enable users to interact with the underlying technology in an unique way (cf. for further information, https://scaleswap.io/ where the whitepaper (“Whitepaper”) is available. The information contained on the website and the Whitepaper are of descriptive nature only, are not binding and do not form part of the Terms.

In order to fund the future software development, promotion, marketing, legal compliance procedures, and ecosystem building related to the Scaleswap Project, the Company initiates this SCA Token Sale.

The User understands and accepts that while the individuals and entities, including the Company, assigned to further develop the Project will make reasonable efforts to develop and complete the Scaleswap Project, it is possible that such development may fail and User’s SCA become useless and/or valueless due to technical, commercial, regulatory or any other reasons. It is further possible that the Scaleswap Project as well as the functionality of the SCA Token may be substantially be modified over time for commercial, legal, technical or other reasons. The User also understands and acknowledges that the Company may at its discretion and at any time change the name of the SCA Tokens and/or its symbol. The Company shall use all reasonable efforts to ensure that such change of name and/or symbol will not adversely affect the rights of the User or the SCA Tokens held by the Users. The User is also aware of the risk that even if all or parts of the Scaleswap Project are successfully developed and released in full or in parts, due to a lack of public interest, the Scaleswap Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The User therefore understands and accepts that obtaining SCA Token may carry significant financial, risks (including the complete loss of value of SCA if any, and attributed features of the Scaleswap Project).

This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction.

III. Description of SCA Token

Technical Description

The SCA Tokens are blockchain-based digital information units that are built on the ERC20 Token Standard of the Ethereum blockchain and created by one or several smart contract software codes (“Smart Contract System”) that were developed by the Company. The SCA constitute a transferable representation of attributed functions that are specified in the Smart Contract System.

SCA Token Functionalities

Overview

The SCA Tokens that are purchased by the User are intended to be used to access and interact with the Protocol and to vote on certain decision related to the use of the Protocol as further set forth below as well as in the Scaleswap Whitepaper as referred to in this document ("Token Functionalities").

Token Functionalities

The Token Functionalities of SCA Token can be described as follows:"):

1. Scalescore Functionality may enable the User to participate in Pools on the Scaleswap platform.
2. The total amount of tokens held.
3. Longevity of the holding period.
4. Proportion to the maximum amount of tokens ever held.
5. Holding tokens of our launched projects (pool participation or bought on exchange).
6. Proportion to the max amount of tokens held from launched projects.
7. Contribution to the token liquidity.

The design and configuration of the individual Token Functionalities of the SCA (if any) will be determined exclusively by the Company. The Company may for example determine that the access to a certain Token Functionality is dependent on the number of SCA that are owned by the User (“ScaleSCORE”). In some cases, Token Functionalities may be used only once per User, whereas in other cases they may be renewed after a certain period of time. Token Functionalities may also provide continuous access to a service, no matter how long or how often it has been used. The Company can further limit the number of available products and services and allocate them to the Users on a “first come, first served” basis.

No Ownership, Revenue or Participation Rights

The User is expected to purchase and hold the SCA in order to increase his ScaleSCORE and to increase the chances to participate in other pools. The User understands and acknowledges that the relationship between the User and the Company will always remain on a non-monetary basis. This means that the SCA do not represent or constitute any ownership rights or stake, shares or security or equivalent rights in the Company and therefore convey no rights to receive or participate in future profits, revenue streams, proceeds, or other forms of financial gains that are related to the activities of the Company.

The SCA do further not create or confer any enforceable contractual or other obligations against the Company. The User therefore understands and acknowledges that the SCA do not, and shall not be construed to, grant to the User any license or right of any nature with respect to any intellectual property rights, rights of publicity, or equivalent rights in or related to the Company or any of its affiliates.

THIS DOCUMENT OR ANY OTHER MATERIALS PROVIDED BY THE Company OR RELATING TO THE SCA SALE DO NOT CONSTITUTE A PROSPECTUS OF ANY SORT, IS NOT A SOLICITATION FOR INVESTMENT AND DOES NOT PERTAIN IN ANY WAY TO AN INITIAL PUBLIC OFFERING OR A SHARE/EQUITY OFFERING AND DOES NOT PERTAIN IN ANY WAY TO AN OFFERING OF SECURITIES IN ANY JURISDICTION. NEITHER THIS DOCUMENT NOR ANY OTHER MATERIALS HAVE BEEN (OR WILL BE) REGISTERED AS A PROSPECTUS WITH ANY GOVERNMENTAL AUTHORITIES.

Purchase and Allocation of SCA

SCA Token Supply

Swap of SCA Tokens

To be eligible to participate in the SCA Token Sale, all Users are required to have an Ethereum wallet that supports the ERC20 token standard in order to receive SCA (“User Wallet”). The Company reserves the right to prescribe additional guidance regarding specific wallet requirements.

User will need to participate in a whitelist application where winners are randomly selected

To swap SCA during the SCA Token Sale, the User can use any of the means of payments that are listed on https://app.scaleswap.io/ (“Web Application”). The purchase of SCA is not subject to any fees. This means that the entire swap amount that is swapped by the User (“Swap Rate”) will be credited to the purchase of SCA.

The maximum number of SCA that can be swapped by each User during the SCA Token Sale is limited by the Company to the value of USD 300 (“Maximum Amount”). This amount might change as the swap amount will be pegged to the Ethereum price at a certain time before the IDO start. The User understands and acknowledges that the number of SCA that are effectively purchased by the User is not guaranteed until the final allocation of SCA to the User Wallet of the User.

The Company anticipates that delivery of SCA from the Smart Contract System to the User will occur within three weeks after the Sale Period concludes, but reserves the right to delay delivery up to its sole discretion s after the conclusion of the Sale Period. Although the Company does not anticipate any security issues arising from the SCA Token Sale of Tokens, this four week time frame is intended as a precautionary buffer period for Company to conduct audit procedures and to resolve any such security issues.

KYC and AML Information

1. The User acknowledges that pursuant to any applicable anti-money laundering, anti-terrorist financing, government sanction and “KYC”-laws, whether within Sychelles or elsewhere (collectively, including any guidelines or orders thereunder, the “AML Legislation”), the Company may be required to obtain, verify and record information regarding the User, its directors, partners or authorized signing officers of the User and the transactions contemplated by these Terms.
2. The User undertakes to promptly provide, or cause to be provided to the Company, or to a service provider elected by the Company (“Service Provider”), all required information, including supporting documentation and other evidence, as may be reasonably requested by the Company, in order to complete the Company’s or the Service Provider’s examination (“KYC-Check”) to ensure compliance with applicable AML Legislation, whether now or hereafter in existence. The same applies in case one of the banks of the Company requires additional information regarding the source of funds of deposits/transactions made or intended to be made by the Company.
3. The User understands that the outcome of the KYC-Check, e.g., the non-admission of the User to participate in this IDOIDO, or his exclusion at any time later, lies in the sole discretion of the Company and/or the Service Provider. The User further understands that the amount of information requested to provide as part of the KYC-Check may be subject to change over time and that the User may at a later point in time be required to provide additional documents and/or information, based on which the User’s participation in IDO may be rejected.
4. The Company or the Service Provider may designate the KYC-Check process to a provider of its choosing. All documents and information submitted by the User may be sent to one or more KYC-Check providers for review.
5. The Company may due to a failure of User to provide requested documentations or if it decides that the outcome of a KYC-Check imposes risks, reject the User’s participation in the SCA Token Sale, In such case, the purchase shall be invalid with retroactive effect and the Company shall be entitled to immediately deny the relevant person’s admissibility to the SCA Token Sale, reject delivery of any SCA and request return of any delivered Tokens, irrespective of any payment that could have been made by that Purchaser.

Allocation of SCA Tokens

No Refund of Purchase Price

The User understands and acknowledges that all SCA sales are final and that the payments made during the SCA sale are non-refundable. If the demand for the SCA the available supply or the Maximum Amount, the excess Purchase Price will be automatically sent back to the User’s means of payment that was used to purchase the SCA. Subject to the above, by contributing to the Project, the User understands and acknowledges that the User has no right to request a refund for any reason.

No Guaranteed Tradability

The Company does not guarantee that the tradability of any particular SCA on any exchanges. As a consequence, the User understands and acknowledges that the User does not purchase the right to trade the SCA on any exchange by participating in the SCA sale. The Company does not assume any liability regarding to tradability of the SCA Token.

Removal of SCA Tokens from Application

The User understands and acknowledges that the Company reserves its right to temporarily or permanently remove the SCA from the Protocol if such action is reasonably required to comply with existing contractual or regulatory obligations (“Token Removal”). In case of a Token Removal, the User may lose the ability to access certain Token Functionalities that have been added to the SCA by the Company.

Since the SCA are issued on the Ethereum blockchain, their existence will not be affected by a Token Removal. This means that the User will retain the ability to transfer the SCA to another Ethereum address outside of the Protocol.

IV. Taxation

All taxes (including VAT, if any), charges, levies, assessments and other fees of any kind imposed on the receipt or import of SCA by the User shall be the responsibility of, and for the account of, the User.

V. Risks

The User understands and accepts the risks connected to SCA. In particular, but not exhaustively, the User understands the inherent risks listed hereinafter.

Risks of Weakness

The User understands and accepts that the underlying software application and software platform, the Protocol, other involved software and technology as well as technical concepts and theories are still unproven in a live environment, which is why there is no warranty that the process for receiving, use and ownership of the SCA will be uninterrupted or error-free and which is why there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the SCA, respectively their functionality.

The User particularly understands and accepts that the Protocol is (once deployed) fully decentralized and immutable and that, in consequence, it may be difficult or impossible to cure software weaknesses.

Regulatory Risk

The User understands and accepts that the blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations, or introduce new regulations addressing blockchain technology-based applications, which may be contrary to the current setup and which may, inter alia, result in substantial modifications of the Protocol, including the termination of the Project and the loss of the Tokens or their functionality for the User.

The User understands and accepts that even if SCA do not create or confer any contractual or other obligations against any party (including the Company, the project team members or other developers, auditors, contractors or founders associated with the Company and/or the Protocol), certain regulators may nevertheless qualify SCA as securities or other financial instruments under their applicable law. It remains in the User’s responsibility to comply with any applicable laws and regulations when holding or dealing Tokens.

The User understands and agrees that:

1. the SCA are not, and there is no anticipation that the SCA will ever be registered with the U.S. Securities and Exchange Commission (“SEC”) under the U.S. Securities Act of 1933 (the “Securities Act”), or with any U.S. state agency or law of similar import, and that this offering is being made with the intention of relying upon, and remaining in compliance with, the requirements of Regulation S as promulgated under the Securities Act;
2. neither the Company nor its affiliates is registered or licensed with any federal or state regulator as an investment adviser, commodity trading adviser, commodity pool operator, broker-dealer, money services business (an “MSB”), money transmitter (an “MT”), New York Department of Financial Services-licensed virtual currency business, designated contract merchant, or any other form of U.S. regulated financial institution whatsoever;
3. the offering of Tokens is being made only in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of Tokens in the United States;
4. no securities or other regulatory authority has expressed an opinion about the status of SCA and it is a criminal offense under the laws of some jurisdictions to claim otherwise; and
5. these Terms have not been reviewed by, passed on or submitted to any regulatory agency or self-regulatory organization. As a result, the User will not be afforded the full set of protections provided to the clients and customers of such entities under any applicable laws; and
6. if SCA are deemed to be securities, in one or more jurisdictions, or these Terms or the issuance of the Tokens constitutes a non-exempt forward contract, or the Company or its affiliates are required to register with a regulatory agency, the SCA and the Company could be subject to significant additional regulation, including restrictions on transferability and resale or operational activity. This could lead to significant changes with respect to Tokens, how Tokens are structured, how they are purchased and sold, and other issues, and would greatly increase the Company’s costs in creating and facilitating transactions in Tokens. Such regulation could lead to the Tokens losing functionality and/or depreciating partially or fully in value, subject the Company and its affiliates, directors, and officers to potential penalties, including federal civil and criminal penalties, or make the Tokens illegal or impossible to use, buy, or sell in the United States and other jurisdictions. Further, a regulator could take action against the Company or its affiliates if it views Tokens as an unregistered offering of securities or the Company’s operations otherwise as a violation of existing law. Any of these outcomes would negatively affect the value and functionality of the Tokens and/or could cause the Company to cease operations.

Risk of Abandonment / Lack of Success

The User understands and accepts that the creation of the Protocol may be abandoned for a number of reasons including, but not limited to, lack of interest from the public, lack of funding, incapacitation of key developers and project members, force majeure (including pandemics) or lack of commercial success or prospects. The User therefore understands that there are no assurances, even if the Protocol was partially or fully developed and launched, that the User will receive any benefits through the Tokens held by it.

Risk of Withdrawing Partners

The User understands and accepts that the feasibility of the Protocol as a whole depends strongly on the collaboration of front-end providers and other crucial partners. The User therefore understands that there is no assurance that the Protocol as a whole will be successfully developed and deployed.

Risk of Private Key Loss

SCA allocated to a particular address can only be accessed with the private key that corresponds to that address. The User understands and accepts that if its private key file or wallet password were lost or stolen, the allocated SCA associated with the User's account (address) or password would be unrecoverable and would be permanently lost. The Company has no control over the SCA; therefore, the User shall have no recourse to seek any refunds, recovery or replacements from the Company in the event that the Tokens are lost or stolen.

Risk of Theft

The User understands and accepts that, while best efforts are made to reduce potential software attacks on the Protocol, other involved software, other technology components and/or platforms may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Tokens.

Risk of Protocol Attacks

The User understands and accepts that, as with other blockchain based tokens, the blockchain used for the Protocol could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behaviour in the consensus algorithm. Any successful attack presents a risk to the Protocol, the expected proper execution and sequencing of Token-transactions and the expected proper execution and sequencing of contract computations.

VI. Representations, Warranties, and Acknowledgments of the User

By accepting these Terms, participating in the SCA Token Sale and purchasing SCA Tokens from the Company, the User represents and warrants that:

1. The User is not being listed, or associated with any person or entity being listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, and neither the User nor any of its affiliates, officers or directors is a resident of a country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on money laundering;
2. The User confirms not to be resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes;
3. The User is a Non-U.S. person as defined in Rule 902 (k)(2) under the Securities Act. The User has not entered into this Agreement because of, and will not itself engage in, any “directed selling efforts” (as such term is defined in Regulation S under the Securities Act) in respect to this Agreement and any Tokens issuable hereunder, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of this Agreement or the Tokens; provided, however, that the User may sell or otherwise dispose of any of the Tokens pursuant to registration of any of the Tokens pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
4. The User understands that no public market now exists for SCA, that none is currently anticipated to develop for either, and the Company has made no assurances that a public market will ever exist SCA;
5. The User is outside the United States when receiving SCA and is acquiring SCA as principal for its own account, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in SCA; The User has such knowledge and experience in financial and business matters that the User is capable of evaluating the merits and risks of entering into SCA Token Sale being allocated the Tokens, is able to incur a complete loss without impairing the User’s financial condition and is able to bear the economic risk for an indefinite period of time. The User has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like BTC and ETH, and blockchain-based software systems and intends to obtain Tokens for the use of the Scalewap Project;
6. The User understands and expressly accepts that there is no warranty whatsoever on the Tokens and/or the success of the Project, expressed or implied, to the extent permitted by law, and that the Tokens to be created and obtained are at the sole risk of the user on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose. The User is aware that it will not receive money or any other compensation for any Tokens created but not allocated, not used or that remains unused;
7. any funds used to pay the Purchase Price are (i) good, clean, clear and are of non-criminal origin; (ii) completely free and clear of any liens or encumbrances of any kind of any rights of third-party interests; and (iii) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally;
8. the User is of a sufficient age to legally obtain SCA Tokens in the User’s jurisdiction and does not act on behalf of any third party;
9. the User is not purchasing SCA for the purpose of speculative investment but to use the SCA as further described herein;
10. the User understands that the addition of Token Functionalities to SCA is not guaranteed and that the SCA might consequently not provide the User with any Token Functionalities at all;
11. the User understands that he may lose the ability to access certain Token Functionalities or trade the SCA on an exchange in case of a Token Removal.
12. the User understands that the SCA do not represent or constitute any ownership rights or stake, shares or security or equivalent rights in the Company and do not convey any rights to receive or participate in future profits, revenue streams, or proceeds in connection with the SCA.
13. the User understands that the SCA do not create or confer any enforceable contractual or other obligations against the Company and that the SCA do not grant to the User any license or right of any nature with respect to any intellectual property rights, rights of publicity, or equivalent rights in or related to the Company or any of its affiliates.
14. the User waives the right to participate in a class action lawsuit or a class wide arbitration against the Company or any entity or individual involved in the SCA Token Sale or the operation of the Protocol.
15. the User will not hold the Company or any associated party liable for any tax liability associated with the User’s participation in the SCA Token Sale.

VII. Exclusion of Liability

The User acknowledges and agrees that, to the extent permitted by any applicable law, the User will not hold the Company or any developers, auditors, contractors or founders of the Company liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use SWAPS under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that the Company shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use SCA Tokens.

VIII. Miscellaneous

The User agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

By participation in the SCA Token Sale and purchasing SCA Tokens from the Company, no form of partnership, joint venture or any other similar relationship between the User and the Company is created.

These Terms contains the entire agreement between the User and the Company with regard to the subject matter regulated herein and supersede all previous written or oral communication between the User and the Company as well as any public statements about the SCA Token Sale made by anyone in the past, present and future.

The User shall have no right to assign or transfer its rights and obligations under these Terms, either as a whole or in part, to any third party without the prior written and express consent of the Company. The User and the Company agree that any assignment or transfer in violation of this Section shall be null and void.

To the fullest extent permitted by law, the User waives the right to participate in a class action lawsuit or a class-wide arbitration against the the Company or any individual involved in the SCA Token Sale or the operation of the Protocol.

These Terms shall be governed by and construed in accordance with laws of The Republic of Seychelles, excluding the conflict of law rules. The application of the United Nations Convention for Contracts for the Sales of Goods is hereby expressly excluded.

Any dispute, controversy or claim arising out of or in connection with these Terms or the breach, termination, existence, legal competence or invalidity thereof, shall be exclusively settled by the ordinary courts of Zurich, Switzerland.