KYC and Subscription Form

COPY OF THE SUBSCRIPTION CONTRACT

INCLUDING IMPORTANT INFORMATION AND INSTRUCTIONS

​

PLEASE READ THESE TERMS & CONDITIONS CAREFULLY. BY ATTEMPTING TO PURCHASE OR PURCHASING THE TOKENS (AS DEFINED BELOW), YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS & CONDITIONS AND ALL TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS & CONDITIONS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH THE ISSUER. THESE TERMS & CONDITIONS CONTAIN PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS. NOTE THAT SECTION 10 CONTAINS A BINDING ARBITRATION SECTION. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, DO NOT MAKE A CONTRIBUTION FOR THE PURCHASE OF THE TOKENS AND NAVIGATE AWAY FROM THE EVAREIUM WEBSITE. UNLESS OTHERWISE STATED HEREIN, THESE TERMS & CONDITIONS GOVERN ONLY YOUR PURCHASE OF THE TOKENS (AS DEFINED BELOW) FROM US DURING THE SALE PERIOD, AND YOUR CORRESPONDING USE OF THE ERC20 SMART CONTRACT COMPUTER SOFTWARE UTILIZING THE ETHEREUM BLOCKCHAIN (THE “EVAREIUM SMART CONTRACT”).

​

Currently, at this phase of the Offering, in order to purchase EVRM Tokens, a subscribing party shall be required to read, duly deliberate and (at your discretion) agree to and adhere to and execute this Agreement as well as the relevant electronic agreements and disclaimers that may be shown to you on the Evareium dashboard (at www.evareium.io) for you to read, duly deliberate and (at your discretion) agree to and adhere to. By then issuing your valid payment (US dollars, British pounds sterling or euros) or cryptocurrency (Bitcoins or Ethereum) to buy EVRM Tokens and participate in this ITO Offering, you attest and represent that you as the “Subscriber” to the Tokens:

​

1. Token Sale Procedures and Specifications

In order to complete your investment in Evareium (“EVRM”) tokens, you will go through the following steps and must agree to the following:

EVRM tokens (the “EVRM Tokens” or “Tokens”) are being offered for acquisition via this initial token offering (“ITO” or the “Offering”) exclusively through Evarei Management LLC (“Evarei”) as advisor to EVRM Blockchain Limited (the “Issuer”, under formation) of the Cayman Islands and via the https://www.evareium.io website and to accredited investors only.

​

In order to qualify for entering into this Offering and acquiring Tokens, you must first read thoroughly the EVRM white paper and information memorandum documents (the “Prospectus”) as provided for download on this website and seek your own professional, independent advice on your intended subscription to the Tokens. The EVRM white paper is of a descriptive nature only, and is not binding and do not form part of this Agreement or these Terms & Conditions.

​

If subscribing online: Once you have correctly and sufficiently completed the subscription process for the Tokens and provided all the required information in the following forms (see below), you will be presented with the wallet address details to which you may to deposit your acceptable cryptocurrency from your Ethereum wallet, and you will be required to complete such transfer within sixty (60) minutes or the order shall be cancelled.

​

If subscribing by sending cash payment: please contact inquiries@evareium.io.

​

Once your transfer is completed, your account will be automatically or promptly credited on your login dashboard on the www.evareium.io website and, where applicable, the relevant discount rate shall be reflected. Please note that the Tokens illustrated as being ordered on your dashboard shall not be credited as EVRM Tokens to your account until acceptance of your EVRM order by the Issuer (see below).

​

Your purchase of Tokens from us during the sale period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation.

You acknowledge and agree that the sale of Tokens and the Tokens themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. These Terms & Conditions and all other documents referred to in them, do not constitute a prospectus or offering document and are not an offer to sell nor the solicitation of an offer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.

​

1. Intellectual Property

The purchase of Tokens (a) does not provide you with rights of any type with respect to the Issuer or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary or other financial or legal rights, (b) is not a loan to the Issuer and (c) does not provide you with any ownership or other interest in the Issuer.

​

The Issuer retains all right, title and interest in all of the issuer’s intellectual property, including, without limitation, inventions, ideas, discoveries, software, processes, marks, methods, information and data, whether or not protectable by patent, copyright or trademark. You may not use any of the Issuer’s intellectual property for any reason without the Issuer’s prior written consent.

​

1. Security

You are responsible for implementing reasonable measures for secure access to the device, wallet, vault or other storage mechanism you use to purchase, receive and hold the Tokens you purchase from the Issuer, including any requisite private key(s), usernames, passwords or other login or credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to you’re the Tokens. The Issuer is not responsible for any such losses. You understand and agree that all purchases of the Tokens are non-refundable and you will not receive money or other compensation for any of the Tokens purchased.

​

1. Taxes

The purchase price that you pay for the Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of the Tokens, including, for example, sales, use, value added and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Issuer is not responsible for withholding, collecting, reporting or remitting any sales, use value added or similar tax arising from your purchase of the Tokens.

​

You acknowledge, understand and agree that (a) the purchase and receipt of the Tokens may have tax consequences for you, (b) you are solely responsible for compliance with your tax obligations, and (c) the Issuer bears no liability or responsibility with respect to any tax consequences to you associated with or arising from the creation, ownership, use or liquidation of the Tokens or any other action or transaction related to the Evareium platform or the Token sale.

​

1. Representations and Warranties

In order to purchase the Tokens, a subscribing party shall be required to execute the relevant electronic agreements and disclaimers that will be shown to you for you to read, duly deliberate and (at your discretion) agree to and adhere to. By then issuing your valid cryptocurrency to buy the Tokens and participate in this Offering, you attest and represent that you as the “Subscriber” to the Tokens:

​

• have received, read and understand the Prospectus documentation (including all country notifications and disclaimers and risk factors presented therein) and any and all other communications and materials relating to Evareium;

• irrevocably and unconditionally accept and agree to the terms of the EVRM Tokens in entirety, as presented in the Prospectus and throughout the www.evareium.io website;

• shall be purchasing the EVRM Tokens for your own account for investment purposes only and not as, or with a view to being, a reseller or distributor;

• have the necessary authority and consent to accept these Terms & Conditions, to enter into a binding agreement with the Issuer and to perform the obligations set out herein;

• by accepting these Terms & Conditions and the entry into a binding agreement with the Issuer shall not be in any breach of, be in conflict with, or constitute a material default under: (i) any provision of your constitutional or organizational documents (in the case of a corporate entity including, without limitation. any company or partnership); (ii) any provision of any judgment, decree or order imposed on the you by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the you are a party or by which you are bound;

• have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, token storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your purchase of the Tokens, including, but not limited to, the matters set forth in these Terms & Conditions and to appreciate the risks and implications of purchasing the Tokens, and you are able to bear the risks thereof, including loss of all amounts paid, loss of the Tokens and liability to the Issuer and others for your acts and omissions, including, without limitation, those constituting breach of these Terms & Conditions, negligence, fraud or wilful misconduct;

• if you are an individual, you are at least 18 years old and of sufficient legal age and capacity to purchase the Tokens;

• if you are an entity, you are duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business;

• qualify and are capable of purchasing EVRM Tokens because you constitute an “accredited investor”, such term having the meaning as defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933 and/or are not a person in any jurisdiction where EVRM Tokens are not permitted to be promoted or sold under applicable law (as described in the Prospectus);

• represent that your purchase of the EVRM Tokens is permissible and complies in all respects with laws applicable to you and that you are duly authorized to enter into this acquisition of EVRM Tokens as a Subscriber in the case that you are doing so on behalf of an entity;

• do and shall respectively comply with current and future imposed ‘know your client’ (“KYC”), anti-money-laundering (“AML”) and combatting the financing of terrorism (“CFT”) requirements we have (see Schedule 1 herein) and/or may introduce as part of this Offering (failure to do so may deny you attaining Tokens and/or jeopardize further involvement in and benefits from holding the Tokens as a Token-holder);

• are in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and;

• are not knowingly on any governmental authority criminal watch list or database.

​​

1. Acceptance and Allocation

All Subscribers shall be subject to acceptance by the Issuer in accordance with the Issuer’s rules, terms, laws, regulations and exemptions thereof. The Issuer will accordingly accept and notify successful Subscribers via the private Subscriber’s dashboard on the www.evareium.io website and by other direct means as required. Issuer reserves the right to reject any Subscriber from the Offering, or honour all or part of their Subscription at the Issuer’s absolute and sole discretion, and, if a rejection of such is affected, Issuer shall not be required by any Subscriber, advisor or authority to cite reasons for such rejection.

​

The EVRM Tokens may be allocated among Subscribers in accordance with the Issuer’s preference and policy, and hence Subscribers shall not necessarily be accepted in chronological order of the Issuer receiving their subscriptions. Token allocation, Subscriber acceptance and priority may (or may not) be given by the Issuer to those Subscribers whose applications are received earlier, or whose subscriptions to the Token represent proportionately larger investments, or where such Subscriber represents a deemed important strategic partner for the Offering and/or Fund. If a Subscriber and their subscription is rejected (in all or part) by the Issuer, then funds received by the Issuer from such Subscriber shall be returned promptly to the Subscriber (net of any applicable third party handling/processing fees) following the closing or termination of the Offering.

​

1. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Issuer and its past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Issuer Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses of any kind (including attorneys’ fees) arising from or relating to (a) your purchase or use of the Tokens, (b) your use of the Evareium Smart Contracts, (c) your responsibilities or obligations under these Terms & Conditions, (d) your breach or violation of these Terms & Conditions, (e) any inaccuracy in any representation or warranty made by you in these Terms & Conditions, (f) your violation of any rights of any other person or entity and/or (g) any act or omission by you that is negligent or unlawful, or constitutes willful misconduct.

The Issuer reserves the right, at its option, to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and the Issuer.

​

1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER EBL (THE ISSUER) NOR THE ISSUER PARTIES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS & CONDITIONS OR YOUR PURCHASE OF THE TOKENS, OR YOUR USE OF THE EVAREIUM SMART CONTRACT. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PURCHASE PROCESS IS TO NOT MAKE A PURCHASE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF THE ISSUER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US FOR THE TOKENS. THE FOREGOING LIMITATIONS WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD, WILLFUL OR RECKLESS MISCONDUCT OF THE ISSUER NOR SHALL IT LIMIT OR EXCLUDE ANY LOSSES FOR WHICH, AS A MATTER OF APPLICABLE LAW, IT WOULD BE UNLAWFUL TO LIMIT OR EXCLUDE LIABILITY.

​

Some jurisdictions may not allow the limitation or exclusion of liability for incidental or consequential damages. If these laws apply to you, some or all of the limitations or exclusions may not apply to you, and you may have additional rights.

​

1. Governing Law

The parties hereto expressly acknowledge and agree that these Terms & Conditions shall be governed by and construed in accordance with the laws of England and Wales.

1. Arbitration

Any dispute, difference, controversy or claim arising out of or in connection with these Terms & Conditions, shall be referred to and finally resolved by arbitration under, the Rules, which Rules are deemed to be incorporated by reference in these Terms & Conditions. The following additional provisions shall apply, in which case:

• the seat, or legal place, of arbitration shall be the Dubai International Financial Centre;

• the language to be used in the arbitral proceedings shall be English;

• any award made by the arbitral tribunal shall be final and binding on the parties hereto and may be entered and enforced in any court having jurisdiction; and

• the tribunal shall consist of three (3) arbitrators who shall be selected in accordance with the Rules.