TERMS AND CONDITIONS (THESE “TERMS”) OF WATER TOKEN SALE

Adopted on 22 September 2021

The following Terms govern the Token Sale between the Token Vendor and you, for your intended purchase of the Tokens from the Token Vendor, during the Token Sale Period. Each of you and the Token Vendor shall hereinafter be referred to as a “Party”, and collectively, you and the Token Vendor shall hereinafter be referred to as the “Parties”.

Please read these Terms carefully. The Tokens are cryptographic utility tokens for use to access the intended functionalities (which are subject of change) of the ReWater Protocol and related use cases. Therefore, any potential acquirer of the Tokens should only acquire the Tokens for the intended utility (which are subject of change) and in such quantities as will actually be used by such acquirer to access the functionalities of the ReWater Protocol and its related use cases.

The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets products, or any other form of regulated investment or investment product in any jurisdiction. These Terms do not constitute a prospectus or an offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, capital markets products, or any other form of regulated investment or investment product, or a solicitation for any form of regulated investment or investment product in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by the Token Vendor to obtain such approval under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with.

The Tokens are not intended for sale, distribution and/or use by Disqualified Persons. Please note that you are not eligible to purchase any Tokens in the Token Sale if you are a Disqualified Person.

If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional advisor(s). If you do not agree to these terms, please do not accept these Terms, or participate in the Token Tale, or purchase any Tokens.

Headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to a “Paragraph” and “Annex” are to be construed as references to the paragraphs of and the annexes to these Terms. In these terms, words and expressions not otherwise defined shall have the meanings respectively ascribed thereto in Annex 1 of these Terms.

INTRODUCTION

Unless otherwise stated herein, these Terms including the Annexes hereto shall govern your purchase of Tokens from the Token Vendor in the Token Sale during the Token Sale Period.

The Token Sale will be conducted via https://www.rewater.io only.

Save as provided in these Terms, no information contained in or on, and no part of the following:

the finalised, published and adopted version or draft of the Whitepaper, or any other documents uploaded on the Interface or the social media channels associated with the ReWater Protocol as listed on https://www.rewater.io, namely the Telegram group, the Medium account, and the Twitter account(collectively, the “Channels”);

any website or other social media channels directly or indirectly linked to the Whitepaper or the Channels;

any other information or document,

shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by the Token Vendor in respect of any information contained in or on, or any part of, the items as stated in Paragraphs 1.4(a) to (c) above.

If you submit information, including personal information, through or in connection with your access and/or use of the Token Sale Interface, such submission will be governed by the privacy policy of Token Vendor, as adopted and updated from time to time (the “Privacy Policy”).

By accessing and/or using the Token Sale Interface to participate in the Token Sale, you confirm your acknowledgement and agreement to these Terms and Privacy Policy.

ELIGIBILITY TO PURCHASE TOKENS

You are viewing these Terms because you are interested in purchasing Tokens during the Token Sale.

You shall not participate in the Token Sale if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token Sale is not prohibited, restricted, curtailed, hindered, impaired, unauthorized or otherwise adversely affected in any way or in any form or manner, whether in full or in part under any applicable law, regulation or rule in your country of residence or domicile or in any jurisdiction applicable to you.

You are not eligible to participate in, and you are not to purchase any Token offered for sale in, the Token Sale if:

where you are an individual, you are a citizen of, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction; or

where you are a body corporate, you are a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is wholly or partially owned by or under the control of (aa) one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (bb) one or more entities which is incorporated in, or operates out of, an Excluded Jurisdiction; and/or (cc) a Designated Person / Entity; or

you are an individual or body corporate : (i) included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit any regulations adopted by any jurisdiction relating to or implementing United Nations Security Council Resolutions (“Designated Person / Entity”); or

you are an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in this Agreement, or

the Token Sale is prohibited, restricted, curtailed, hindered, impaired, unauthorized or otherwise adversely affected in any way or in any form or manner whether in full or in part under any applicable law, regulation or rule in your country of residence or domicile or in any jurisdiction applicable to you,

(collectively, the “Disqualified Persons”).

The Token Vendor does not intend to offer to sell and/or to sell you any Token or enter into any transaction or have any dealing with you if you are a Disqualified Person. Accordingly, if you are a Disqualified Person, you will not be considered/accepted as a Participant and shall not participate in the Token Sale.

TOKEN SALE SUPPLY AND TOKEN SALE PERIOD

The number of Tokens being offered for sale in the Token Sale are as follows:

4,680,000,000 Tokens will be offered by Token Vendor for purchase by Participants using Token Sale Interface during the period (“Token Sale Period”) commencing on 22 September 2021 and ending when the Tokens are sold out (or such other period as Token Vendor may in its absolute discretion determine).

In the event the Token Vendor determines that the Token Sale Period shall be such other period than as set out in Paragraph 3.1, the Token Vendor will announce such revised period on the website https://www.rewater.io.

TOKEN SALE

You shall only participate in the Token Sale via/using the Token Sale Gateway.

You can use various acceptable crypto tokens that are listed on https://www.rewater.io (the “Acceptable Tokens”) as the consideration for your purchase of Tokens (the “Purchase Consideration”) in the Token Sale shall be calculated by the Token Sale Gateway

RESPONSIBILITY TO ESTABLISH AND MAINTAIN PARTICIPATING DIGITAL WALLET

For purposes of your participation in the Token Sale (including for your receipt of Tokens to be allocated to you if your purchase be successful), you shall have the sole responsibility to establish, and maintain, in fully operational, secure and valid status, access to your Participating Digital Wallet and maintain, in your fully secure possession, the credentials for accessing your Participating Digital Wallet and the private key of your Participating Digital Wallet.

In the event of any loss, hack or theft of Tokens and/or Purchase Consideration from your Participating Digital Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor and/or the Indemnified Persons.

In the event that you are unable or otherwise fail to receive the Tokens for which you have effected payment/settlement of the Purchase Consideration due to malfunction of your Participating Digital Wallet you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor whether for such Tokens and/or Purchase Consideration.

ALLOCATED TOKENS AND RIGHTS OF TOKEN HOLDERS

Subject to Paragraph 6.2, Tokens will be allocated (“Allocated Tokens”) and distributed to your Participating Digital Wallet by the Token Sale Interface.

The distribution of Allocated Tokens to you in accordance with Paragraph 6.1 is conditional on the satisfaction of all of the following:

your settlement of the Purchase Consideration for your purchase of Tokens in accordance with Paragraph 4.8;

the Participating Digital Wallet provided by you to the Token Vendor being maintained in fully operational, secure and valid status; and

your compliance with these Terms.

(A) Save for use of Tokens to access certain functions within the ReWater Protocol as described in the Whitepaper (with the terms and conditions, and extent, of any such granted right also being determined by the Token Vendor in its sole and absolute discretion), ALLOCATED TOKENS DELIVERED TO ARE ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND TOKEN VENDOR AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

TOKEN VENDOR AND ITS AFFILIATES HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT ALLOCATED TOKENS WILL MEET YOUR REQUIREMENTS, OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

YOU SHALL HAVE NO CLAIM AGAINST TOKEN VENDOR AND/OR ITS AFFILIATES IN RESPECT OF ANY LOSS SUFFERED BY YOU IN RELATION TO OR ARISING FROM YOUR PURCHASE AND/OR USE OF ALLOCATED TOKENS.

There is no assurance of any availability, transferability or tradability of Tokens on any forum for exchange of Tokens and any availability, transferability or tradability of Tokens on any such forum shall not be construed, interpreted or deemed by you as an indication of the merits of the Token Vendor, the Project Group, the Project, the ReWater Protocol, the Whitepaper, the Channels, the Token Sale or the Tokens.

NO REFUND OF PURCHASE CONSIDERATION

You acknowledge, agree, and confirm that the sale is final and there shall be no refund the Purchase Consideration in any form or manner.

REPRESENTATIONS AND WARRANTIES

By accepting these terms, you represent and warrant to the Token Vendor as follows:

you acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction;

you are not a citizen or resident of a country the laws of which prohibit or conflict with the Token Sale or your participation in the Token Sale;

you acknowledge and agree that these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

you acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Token Vendor, Project Group, Project, the Tokens or the proceeds of the Token Sale, or to receive sums paid out of such profits, income, or other payments or returns;

you acknowledge and agree that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Token Vendor;

you have read and understood all of these Terms including the Annexes hereto;

you are not a Disqualified Person;

you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are accepting these Terms on behalf of a corporation:

such corporation is duly incorporated and validly existing under the applicable laws; and

you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;

you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as:

any kind of currency other than as cryptographic utility tokens for use to access the intended functionalities (which are subject of change) of the ReWater Protocol and related use cases;

(ii) debentures, stocks or shares issued by the Token Vendor;

rights, options or derivatives in respect of such debentures, stocks or shares;

rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;

units in a collective investment scheme;

units in a business trust;

derivatives of units in a business trust; or

any other security, class of securities or form of investment (whether regulated or otherwise);

you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, cryptographic utility tokens; blockchain assets, and tokens including Tokens, blockchain-based software systems, cryptocurrency / cryptographic utility tokens wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with your access/use of the Token Sale Gateway to participate in the Token Sale, your use of your Participating Digital Wallet to received Allocated Tokens and/or effect settlement of the Purchase Consideration payable by you in respect of your Tokens purchase;

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

no consent, approval, order or authorisation 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 your purchase of Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

the Purchase Consideration payable by you in respect of your Tokens purchase, 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;

none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your related corporations (if any), any of your directors or officers nor, any of your employees, agents or any other person acting on behalf of your or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that:

is currently subject to any sanction or measure imposed or administered by the United Nations Security Council, the European Union or similar sanctions administered or imposed by the government of any other country (collectively, the "Sanctions");

is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Central African Republic, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Iran, Libya, Mali, Somalia, South Sudan, Sudan and Yemen) (“Sanctioned Countries”); or

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 at the time of the dealing or transaction is or was the subject of any Sanctions;

none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your participation in the Token Sale is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

you have sufficient Acceptable Tokens to effect settlement of the Purchase Consideration in respect of your Tokens purchase;

the Allocated 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;

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;

you bear the sole responsibility to determine what tax implications your participation in the Token Sale and/or purchase of Tokens may have for you and agree not to hold the Token Vendor or any other person involved in the Token Sale liable for any tax liability associated with or arising therefrom;

you agree and acknowledge that the Token Vendor is 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;

you waive the right to participate in a class action lawsuit or a class wide arbitration against the Token Vendor and/or any person involved in the Token Sale and/or with the creation and distribution of the Tokens; and

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 notwithstanding the receipt by you of all of the Tokens.

The Token Vendor does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

the information set out on the Whitepaper, the Channels or any other place;

the Token Vendor and the Project Group;

the Project;

the Token Sale;

the Tokens;

your purchase of Tokens;

your Participating Digital Wallet; and

the ReWater Protocol.

DISCLAIMERS

BY PARTICIPATING IN THE TOKEN SALE AND ACCESSING AND/OR USING THE TOKEN SALE GATEWAY, YOU ACKNOWLEDGE AND AGREE THAT:

TOKEN SALE GATEWAY IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND TOKEN VENDOR AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

TOKEN VENDOR AND ITS AFFILIATES HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT TOKEN SALE GATEWAY WILL MEET YOUR REQUIREMENTS, OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

YOU SHALL HAVE NO CLAIM AGAINST TOKEN VENDOR AND/OR ITS AFFILIATES IN RESPECT OF ANY LOSS SUFFERED BY YOU IN RELATION TO OR ARISING FROM YOUR ACCESS AND/OR USE OF TOKEN SALE GATEWAY.

To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Token Vendor hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

any sale or transfer of any Tokens allocated to / acquired by you hereunder to any person at any time;

the Accepted Tokens used to purchase Tokens being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

use of Tokens 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;

purchase of Tokens, and the Tokens allocated being regarded as invalid and/or void ab initio;

failure, malfunction or breakdown of, or disruption to, the operation of Token Sale Gateway, the Tokens or any technology (including but not limited to smart contract technology) on which the Token Vendor, the Project Group, the Project, the Tokens, your Participating Digital Wallet or which the Token Sale relies on, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Token Vendor, the Project Group, the Project, the Tokens, your Participating Digital Wallet and Token Sale Gateway or which the Token Sale relies on, due to occurrences of hardforking, hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability and other material characteristics of Tokens;

decreases or volatility in traded prices or trading volume of Tokens (if and after Tokens have been made available for trading on any forum for Token exchange (if applicable));

failure or unfitness of Tokens for any specific purpose;

the manner of utilisation of the proceeds received by the Token Vendor from the Token Sale;

failure to disclose information relating to the progress of the Token Sale;

loss of possession of the credentials for accessing, or loss or destruction of the private keys of, your Participating Digital Wallet in any manner and to any extent;

failure or delay in the availability of Tokens for trading on a forum for Token exchange (if applicable);

any rejection of trading of Tokens by a forum for Token exchange (if applicable);

any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a forum for Token exchange (if applicable)) or other material characteristics of the Tokens;

any risks associated with the Whitepaper, the Channels, the Token Vendor, the Project Group, the Project, the Token Sale, Tokens, your purchase of Tokens, and your Participating Digital Wallet; and

all other risks, direct, indirect or ancillary, whether in relation to the Whitepaper, the Channels, the Token Vendor, the Project Group, the Project, the Token Sale, Tokens, your purchase of Tokens, and your Participating Digital Wallet, which are not specifically or explicitly contained in or stated in these Terms.

In the event of any loss, hack or theft of Tokens from your Participating Digital Wallet, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Vendor and/or Indemnified Persons.

LIMITATION OF LIABILITY AND INDEMNIFICATION

To the maximum extent permitted by the applicable laws, regulations and rules:

the Token Vendor and Indemnified Persons shall not be liable for any 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 the purchase of, use, receipt or holding of Tokens by you;

the aggregate liability of the Token Vendor, in tort, contract or otherwise, arising out of or in connection with the purchase of, use, receipt or holding of Tokens by you shall be limited to the Purchase Consideration in respect of your Tokens purchase; and

you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.

To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Vendor 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 the Token Vendor or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

NO ASSIGNMENT

Subject to these Terms, only you and no other person shall have the right to any claim against the Token Vendor in connection with your purchase 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 the Token Vendor to the assignee or transferee.

INTELLECTUAL PROPERTY RIGHTS

These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Whitepaper, the Channels, the Token Vendor, the Project Group, the Project, the Token Sale, the Tokens, and your purchase of Tokens, and the ReWater Protocol.

There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by the Token Vendor.

NO WAIVER

Any failure of the Token Vendor 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 the Token Vendor to assert any right(s), claim(s) or causes of action against you.

ENTIRE AGREEMENT

These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Sale and your purchase of Tokens.

In the event that the Token Vendor discovers that you, in your participation in the Token Sale, have engaged in unfair, excessive or abusive usage or conduct, the Token Vendor reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Token Vendor from losses, damages, harm or degradation of any form and manner.

TAXES

The Accepted Tokens that you transfer in settlement of the Purchase Consideration in respect of your Token purchase shall be exclusive of all taxes that are applicable to your purchase of, receipt and holding of Tokens in any jurisdiction (“Payable Tax”).

You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

The Token Vendor shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

COMMUNICATIONS WITH TOKEN VENDOR

Any communication between you and Token Vendor use electronic means, either through Token Sale Gateway, or electronic mail, or whether Token Vendor communicates by posting notices on Token Sale Gateway, or communicates with you via email.

You :

consent to receive communications from Token Vendor in any electronic form; and

acknowledge and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Token Vendor provides to you electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.

GOVERNING LAW AND JURISDICTION

These Terms shall be governed by, and construed in accordance with, the laws of Estonia.

Any Dispute shall be resolved in accordance with this Paragraph 17.

Any dispute arising out of or in connection with these Terms (“Dispute”) shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Tallinn, Estonia. The Tribunal shall consist of one (1) arbitrator to be nominated by the Token Vendor. The language of the arbitration shall be in English.

Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 17.3, the Parties will continue to comply with their respective obligations under these Terms.

RIGHTS OF THIRD PARTIES

Subject to Paragraph 18.2, any relevant laws or regulations in relation to rights of third parties shall not under any circumstances apply to these terms and any person who is not a party to these Terms (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified in this Agreement) shall have no right under the such relevant laws or regulations to enforce any provisions of these terms.

Save for the Token Vendor’s affiliates who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.

SEVERANCE AND PARTIAL INVALIDITY

If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

ANNEX 1

DEFINITIONS

In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

“Allocated Tokens” has the meaning ascribed to it in Paragraph 6.1.

“Approvals” has the meaning ascribed to it in Paragraph 8.1(o).

“ReWater Protocol” means the decentralised, as described in the Whitepaper.

“Channels” has the meaning ascribed to it in Paragraph 1.4.

“close associate” in relation to a senior foreign political figure means a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

“Designated Person / Entity” has the meaning ascribed to it in Paragraph 2.3.

“Dispute” has the meantime scribed to it in Paragraph 17.3.

“Disqualified Persons” has the meaning ascribed to it in Paragraph 2.3.

“Excluded Jurisdiction” means any of the following :

the People’s Republic of China;

the United States of America;

a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at http://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions; and

a jurisdiction (including but not limited to the Sanctioned Countries) in which the Token Sale is 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.

“Indemnified Persons” means the Token Vendor, the Project Group and its respective related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees.

“Participants” means persons/entities participating in the Token Sale.

“Participating Digital Wallet” of a Participant means a Supported Digital Wallet (a) in respect of which the private keys thereof are held, owned and/or controlled by such Participant; (b) used the such Participant to connect with Token Sale Gateway; and (c) from which Accepted Token(s) are transferred in exchange for and to purchase Tokens offered for sale by the Token Vendor;

“Payable Tax” has the meaning ascribed to it in Paragraph 15.1.

“Project” means the development of the ReWater Protocol.

‘Project Group” means the Token Vendor and its affiliates.

“Purchase Consideration” has the meaning ascribed to it in Paragraph 4.7.

“Sanctions” has the meaning ascribed to it in Paragraph 8.1.

“Sanctioned Countries” has the meaning ascribed to it in Paragraph 8.1.

“senior foreign political figure” means 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. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

“Settlement” has the meaning ascribed to it in Paragraph 4.8.

“Supported Digital Wallet” means a digital wallet address that is compatible with the blockchain associated with (a) the Tokens; and (b) the Token Sale Gateway.

“Terms” means the terms and conditions contained in these “Terms and Conditions of the Water Protocol Token Sale”, as amended, supplemented, updated or substituted from time to time and includes the Annexes hereto.

“Token Sale” means the sale of Tokens to you by the Token Vendor via a Token Sale Gateway.

“Token Sale Period” has the meaning ascribed to it in Paragraph 3.1.

“Token Sale Gateway” means the website accessible at https://www.rewater.io through which a Participant can be purchase the Tokens.

“Token Vendor” means WaterReserve OÜ, a limited liability company incorporated in Estonia.

“Tokens” means the Water token, which is the cryptographic token native to the Project to be sold by the Token Vendor pursuant to the Token Sale, and “Token” shall be construed accordingly.

“Whitepaper” means the whitepaper entitled published by the Token Vendor and accessible on https://www.rewater.io., as may be amended from time to time.

In these Terms, a reference to:

the Token Vendor includes a reference to its duly authorised agents and/or delegates;

a person includes a reference to any individual, body corporate, unincorporated association or partnership;

an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

the masculine gender includes the feminine and neuter genders and vice versa;

the singular includes the plural and vice versa; and

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.