⚖️Legal Considerations

Know Your Customer

Know your customer (KYC) is the process of identifying and verifying the identity of financial contributors to comply with regulations preventing money laundering. Originis Foundation and Consortium will implement these regulations and will verify that all interested parties respect the criteria defined below before being allowed to participate. The satisfactory filing of a KYC process is therefore mandatory for participating in the Token Sale.

As part of this KYC process, the Buyers shall provide Originis Foundation with the following information via the dedicated Token Sale website prior to purchasing OGSCoins:

• Surname and first name (for private individuals)

• Company name (for institutional investors)

• Country of tax reporting

• Address

• E-mail address.

Originis Foundation will review the information and create a whitelist of participants that comply with providing this information. Missing information will disqualify individuals from participating in the foundation’s ICO. The timing for registration and validation will be at the time of the transaction.

Warnings

The Initial Coin Offering (ICO) project presented by the Originis Foundation is an unregulated token sale operation (hereafter, the “Token Sale”). It poses several risks to buyers, notably the risk of losing all amounts exchanged for tokens issued by the Originis Foundation. Only buyers who are fully aware of these risks should participate in the Token Sale. This Token Sale does not exclude any particular group of people such as its sale is compliant with the US SEC exceptions as follows.

The SAFTs have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any United States state securities laws or the laws of any foreign jurisdiction. The SAFTs will be offered and sold under the exemption provided by Section 4(A)(2) of the Securities Act and Regulation D promulgated thereunder, or to non-U.S. Persons who are not purchasing for the account or benefit of a U.S. Person as defined under Regulation S under the Securities Act, and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made. The Company will not be registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”). Consequently, investors will not be afforded the protections of the Investment Company Act. The Tokens have not been registered under the Securities Act or any United States state securities laws or the laws of any foreign jurisdiction. We currently intend to either seek a “no-action” letter from the United States Securities and Exchange Commission (“SEC”) stating that they will not take action against the Company for issuing the Tokens as non-securities or pursue registration of the Tokens with the SEC. We will not issue the Tokens until we have either received the no-action letter, completed registration of the Tokens or, in our sole judgment, determined that issuance of the Tokens is fully compliant with applicable laws.

Terms and Conditions

Important: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PARTICIPATE TO THE TOKEN SALE.

These Terms and Conditions (hereafter the “T&C”) are entered into between the Company Originis Consortium, Inc, a corporation, incorporated under the laws of xxx, Brazil, having its registered office at xxx, registered with the State xxx on 01/05/2022 under file number xxx, duly authorized for the purposes herein, hereafter referred to as “the Company”, “the Consortium” “Originis”, “we” or “us”, and the natural or legal person purchasing the Company’s products or services, hereafter referred to as the “Buyer”.

The Company and the Buyer are referred to individually as a “Party” and together as the “Parties”. These T&C apply fully and automatically to all the products and services offered for sale by Originis as part of the sale entitled “Originis Foundation Token Sale” (the “Token Sale”) towards its Buyers. Unless otherwise stated herein, these T&C only govern the Token Sale. OGSCoin (OGS) refers to the token being offered for sale by the Originis Consortium, Inc. Any use of products bought through the Token Sale relating to providing or receiving services on the Originis software platform may be governed by other applicable terms and conditions and policies of the Consortium or third parties.

These T&C form the basis for the sales agreement. They prevail over all other documents entered into by the Buyer or the Company and, as from their date of entry into force, shall apply to all purchases, including outstanding orders, and are deemed to be unconditionally accepted by the Buyer as of the conclusion of an order. Any exemption from these T&C will require the express agreement of both Parties. Any other document (e.g. sales prospectus, quotation, presentation, etc.) is provided to the Buyer for information purposes only and shall not constitute an agreement that commits the liability of the Company, which may therefore withdraw or modify such documents, without the Buyer being entitled to any compensation. The provisions stated in this paragraph constitute a key factor for the Company’s consent.

The T&C form a contract between the Buyer and the Company for the purposes of the Token Sale. By clicking on “I hereby certify that I have read and expressly accept the present Terms & Conditions”, the Buyer accepts and acknowledges that they are entering into a binding contract with the Company and agrees to be bound by it.

When purchasing OGSCoins from the Consortium during the Token Sale, the Buyer will be bound by these T&C and all terms incorporated by reference.

The Token Sale

The Token Sale covered herewith involves the sale of virtual tokens, referred to as “OGSCoins” “Originis Consortium Tokens” (“OGSs”). These OGSs will allow their owners to access the Originis Consortium network and pay for services to Originis virtual community members. They will be the exclusive means for compensation for services under the decentralized Originis software platform.

The Buyers’ attention is however drawn to the fact that purchasing OGSs does not confer automatic access to the service. OGSs may not be used before the effective launch of the Originis service platform. OGSs will not be reimbursed if the Originis service platform is not successfully launched or does not operate on a permanent basis. The Buyer acknowledges that this is a significant risk that they are willing to accept.

The Buyer is a person eligible to perform a cryptographic transaction, subject to approval by the Originis Consortium Polygon network platform. The buyer accepts and acknowledges that OGSs do not entitle their owners:

• to participate in any management decision in the Consortium or its affiliates.

• to vote on any boards or decision-making process within the Consortium.

• to benefit from the Consortium’s performance; or

• to derive any economic or any other type of gains from the Consortium.

The Buyer therefore acknowledges that they are fully aware that the OGSs are in no way associated with ownership rights, voting rights or dividend rights, and that they do not constitute shares in the Consortium or in any other comparable asset. Consequently, this document does not constitute an offer or an invitation to sell shares, securities or rights belonging to the Company or any related or associated company.

A OGSCoin does not represent an investment OGSs do not represent an investment in a security or a financial instrument within the meaning of the Securities Exchange Commission of the Unites States (SEC) or under theEU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 relating to markets in financial instruments. CYGs confer no direct or indirect right to the Consortium’s capital or income nor does it confer any governance rights within the Company;

• A OGS is not proof of ownership or a right of control

Control over a OGS does not grant the Buyer any asset or share in the Consortium or in the Originis service platform. A OGS does not grant any rights to participate in control over the Company’s management or decision-making set-up, or over the Originis network.

• A OGS is not an electronic currency

CYGs do not constitute an electronic currency within the meaning of EU Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 relating to access to and pursuit of the business of electronic currency institutions. OGSs are not accepted outside the Originis network and do not have a fixed exchange value equal to the amount delivered at the time of its issue;

• A OGS is not a payment service

OGSs do not constitute payment services within the meaning of EU Directive 2007/64/EC of 13 November 2007 relating to payment services in the internal market, nor within the meaning of EU Directive 2015/2366 of the European Parliament and of the Council of 25 November 2015 relating to payment services 2 (DSP 2). The Token Sale does not involve the purchase/sale of CYGs and Originis’ business does not consist in receiving currencies against the delivery of OGSs; as such, a OGS is not a means of payment either.

• OGS Sale

The Consortium intends to create a total of 1,000,000,000 CYGs. Of those, 150,000,000 will be made available for the Token ICO Sale, as defined below, with the remaining 850,000,000 OGSs will be allocated for other uses as described elsewhere in the Token Sale documentation.

• Issuing Tokens

On conclusion of the Token Sale, the OGSCoin tokens will be issued by a technical process referred to as a “Blockchain”. The Blockchain used will be based on the Polygon network, an open source IT protocol over which the Consortium has no rights or liability in terms of its development and operation. The platform will be hosted on a private network of computer nodes, or “Virtual Machines”, authorized by the Foundation to run the protocol and process its transactions. The Consortium will compensate the authorized nodes for their computer resources utilization. The token distribution mechanism will be controlled by a so-called “Smart Contract” of “Chaincode”, namely computer code executed on the Polygon Blockchain; this involves a computer program executed by one of the Virtual Machines and confirmed by all other nodes on the Polygon network. The OGSs will meet the “ERC20” standard protocol (https://theethereum.wiki/w/index.php/ERC20_Token_Standard) and will be subject to the operating conditions of the public Internet network and the “Polygon” Blockchain protocol. The Consortium has no control, right or liability over the operation of the public Internet protocol or the Polygon protocol. The Consortium has no control over and may not take any action against the platforms of Blockchain technology, the Polygon network and the protocols of the Smart Contracts and its codes. Therefore, the Consortium may not be held liable in any way for any feature that might affect the token passing scheme or ownership of the OGSs sold, or that might hamper The Buyer’s ability to use the OGSs, including display of the OGSs in an electronic wallet compatible with the ERC20 token standard, or the assignment of these OGSs to a third party. The Consortium reserves the right to migrate the ERC-20 CYGs to another protocol in the future should the Consortium determine, in its reasonable discretion, that doing so is necessary or desirable for the operation of the Consortium services. Upon the Consortium’s request, the Buyer agrees to take any and all actions reasonably necessary to perform the migration of his/her ERC-20 OGSs to another protocol identified by the Consortium. If the Buyer fails to perform such migration, his/her OGSs may not be compatible with the services provided for by the Consortium, going forward. Notwithstanding any other provision of these T&S, the Consortium shall not be held responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether or not, reasonably foreseeable by the Parties, which the Buyer may suffer, sustain or incur, arising out of or relating to the Buyer’s failure to perform such migration of their ERC-20 OGS to another protocol identified by the Consortium. The acquisition of OGSs by transferring tokens or crypto-currencies to the Consortium Smart Contracts comes under the Buyer’s sole liability and will be subject to the terms and conditions of the protocol and the Polygon network. As OGSs are issued under a Smart Contract, the Consortium is not obliged to reimburse or compensate in any way any Buyer whose OGSs have not been issued by a Consortium Smart Contract for any reason. Once issued, the tokens may be freely assigned or transferred to third parties by The Buyer, in whole or in part, at their own initiative, in return for payment or free of charge. However, the Buyer shall be solely and fully liable for the conditions and consequences of such an assignment or transfer of the OGSs in their possession. In particular, given that the Consortium will have no control over such transactions, The Buyer may not claim against the Consortium for any loss of their OGSs due to any error of any kind that may occur during the transfer.

Acknowledgments and Risks

By adhering to these T&C, the Buyer expressly acknowledges to have been thoroughly and comprehensively informed about the details of the Token Sale, its rules and regulations.

• The Buyer is deemed to be fully aware of all legal norms and technical constraints relating to the purchase, possession and use of crypto currencies and tokens based on Blockchain technologies, and to the service offered by the Consortium.

• The Buyer agrees to notify the Consortium in full concerning any information likely to have an impact on their order directly or indirectly. Should the Buyer fail to do this, the Consortium may not be held liable in any way in this regard.

An order relating to the Token Sale and accepted by the Consortium (the “Order”) is deemed to be irrevocably accepted by the Buyer as from the time the Consortium issues the Order’s acknowledgment of receipt. As of this date, an Order may not be cancelled or amended without the Consortium’s express agreement, the latter being entitled to decide not to proceed without the Buyer being entitled to any compensation. The Consortium also reserves the right to rectify any clerical error or omission in the contractual documents binding it to the Buyer without entitling the Buyer to any compensation. OBLIGATIONS BINDING UPON THE CONSORTIUM: The Consortium agrees to take all the necessary care and diligence to provide a quality service in accordance with current business practice and state of the art services. The Consortium undertakes to use all reasonable means to achieve the desired result, but without guaranteeing any results.

Important: IT SHOULD NOTED THAT IT WILL NOT BE POSSIBLE TO USE CYGs IF DEVELOPMENT OF THE ORIGINIS NETWORK IS NOT SUCCESSFULLY IMPLEMENTED. IN SUCH A CASE, THE CYG VALUE WOULD MOST LIKELY BE EQUAL TO ZERO. THE BUYER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THIS RISK.

Acknowledgment of Risks

The Buyer expressly acknowledges the cutting-edge nature of the Originis network development project as presented in this document (see below for risk factors) and that this project may therefore not come to fruition as described or may have to be partially abandoned due to technical or financial constraints, without the OGSs being actively used in the Originis network or used in a different context. In such a case, the Buyer expressly acknowledges and accepts as an essential condition of the T&C that it will not be entitled to sue or bring any direct or indirect legal action before the courts, the arbitration bodies or any alternative dispute settlement body, either in the United States of America or abroad, against the Consortium, its directors, officers, shareholders, employees, subcontractors and agents (collectively, “Affiliates”) in the event of the non-performance, non-deployment or non-implementation of the Originis network, even in cases where their OGSs have lost some or all of their value.

In addition, by purchasing OGS, the Buyer agrees that neither the Consortium nor any of its Affiliates may be held liable for any of the following:

• use of services that are not compliant with the terms of the contract;

• non-performance, failure, malfunction or unavailability of the services due to a third party, the Buyer, a third-party product, or the Buyer’s breach of its obligations;

• indirect damages such as business loss or disturbance, loss of orders, operating loss, infringement of the trade mark, loss of profits or clients (e.g. improper disclosure of confidential information concerning said clients due to failure or piracy of the system, third-party proceedings against The Buyer, etc.) loss, disclosure or unlawful or fraudulent use of user sign-on’s by the Buyer or third parties;

• suspension of access or temporary or permanent suspension of services (in particular, arising from a request issued by an appropriate administrative or judicial authority, or notification received from a third-party;

• loss, alteration or destruction of all or part of the content (information, data, Applications, files or other items) hosted on the infrastructure, insofar as the Consortium is not responsible for managing the continuity of client activities, and data backups in particular;

• mismatch between the services and the Buyer’s needs (in particular, with regard to the sensitivity of the relevant data), security incidents relating to use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized access to the Buyer’s data or details on or via the Internet;

• damage to systems, Applications and other items installed by the Buyer on the infrastructure in participating to the Token Sale, the Buyer is made aware of the following risks. Those risks are explicitly accepted by the Buyer when participating to the Token Sale. The Consortium expressly disclaims any liability for any direct or indirect loss or damage of any kind arising directly or indirectly from the realization of any of those risks.

Important: BY PURCHASING CYGs, THE BUYER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.

• Software Risks

Originis Consortium and affiliated entities software features are currently under development. Accordingly, the Buyer accepts that the development is not guaranteed to succeed, that the platform is subject to software and technical risks and that said items and features may never be deployed on the platform should unexpected technical obstacles be identified during the course of the products development.

• Risk of loss of access to a OGS due to loss of credentials

In the context of their use of the Consortium’s services, the Buyer’s OGSs may be linked to a Originis account. The Buyer can only access the Originis account using their credentials. The loss of these credentials will result in the loss of the OGSs. Good practices advise the Buyer to store their credentials securely in one or more backup locations that are geographically separated from the work location.

• Risks associated with the Polygon protocol

Both OGSs and the Originis network are based on the Polygon protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Polygon protocol may cause the Originis network or OGSs to malfunction or operate in a way that is not expected. Ether, the native Polygon protocol account unit may itself lose value in a similar way to OGSs, and also in other ways.

• Risks associated with the buyer’s credentials Any third party that obtains access to the Buyer’s credentials or private keys may be able to use the Buyer’s OGSs. To minimize this risk, the Buyer must protect itself against people gaining unauthorized access to their electronic devices.

• Legal risk and risk of adverse regulatory intervention in one or more jurisdictions

Blockchain technologies have been reviewed by various regulatory bodies around the world, including within the United States (US) and the European Union. The Token Sale has been structured to comply with US laws as applicable at the time of the offer. Operations of the Originis Consortium, its affiliate network and of OGSs may be impacted by the passing of restrictive laws, the publication of restrictive or negative opinions, the issuing of injunctions by national regulators, the initiation of regulatory actions or investigations, including but not limited to restrictions on the use or ownership of digital tokens such as OGSs, which may prevent or limit development of the Originis network and, therefore, impact the uses or potential value of OGSs. Given the lack of cryptocurrency legal qualifications in most countries, each buyer is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of OGSs according to their nationality and place of residence. Moreover, the legal and regulatory diligences necessary for the development of the Originis network and services in different jurisdictions have not yet been conducted, including the legal and regulatory diligences relating to labor laws. There is a risk that adverse laws or regulation in those jurisdictions might prevent or limit the development of the Originis network and, therefore, impact the uses or potential value of the OGSs.

• Risk of a lack of interest in the Originis network or distributed Applications

There is a possibility that the Originis Applications may not be used by a large number of companies, individuals and other organizations, and that there may be limited public interest in the creation and development of distributed Applications. Such a lack of interest could impact on the development of the Originis network and, therefore, on the uses or potential value of OGSs.

• Risk that the Originis network, as developed, does not meet buyer expectations

The Originis network is currently under development and may undergo significant redesign prior to its launch. For a number of reasons, not all Buyer’s expectations concerning the Originis network or OGSs form and functions may be met on the launch date, including changes in design, implementation and execution of the Originis network.

• Risk of theft and piracy Hackers or other malicious or criminal groups or organizations may attempt to interfere with the Token Sale, the Originis network or the availability of OGSs in several ways including, but not limited to, denial of service attacks, Sybil attacks, mystification, phishing, attacks, smurfing, malware attacks, or consensus-based attacks.

• Risk of security weaknesses in the Originis network’s core infrastructure software

Originis’ core software is based on open source software. There is a risk that the Originis team, or other third parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructure elements of the Originis network, thereby interfering with the use of or causing loss of OGSs.

• Risk of weakness or exploitable breakthrough in the field of cryptography

Advances in cryptography, or technical advances such as the development of quantum computers, may present risks for crypto-currencies and the Originis platform, which could result in the theft or loss of OGSs.

• Risk of a Polygon mining attack

As with other decentralized cryptographic tokens and crypto-currencies, the Polygon Blockchain used for the Originis network is vulnerable to mining attacks, including but not limited to, dual-expense attacks, powerful mining attacks, selfish mining attacks, and critical competition attacks. Any successful attack poses a risk to the Originis software and the expected performance and sequencing of Smart Contract calculations. Despite the best efforts of the Originis team, the risk of known or new mining attacks exists.

• Risk of the Originis network failing to be used or adopted

While OGSs should not be considered an investment, their value is bound to change over time. This value may be limited if the Originis network is not sufficiently developed, used or adopted. In such a case, there could be few or no markets at the platform launch, which would limit the value and liquidity of OGSs.

• Risk of a tight market for OGSs

There are currently no exchanges or trading facilities on which OGSs can be traded. If such exchanges or trading facilities do develop, they will probably be relatively new and subject to poorly understood regulatory oversight. They may therefore be more vulnerable to fraud and default than the established and regulated exchanges that exist for other products. Should exchanges or trading facilities that represent a substantial part of the OGSs trading volume be involved in fraud, security failures or other operational problems, the failures of such exchanges or trading facilities may limit the OGSs value or liquidity.

• Risk of an uninsured loss

Unlike bank accounts or accounts in other regulated financial institutions, funds held through the Originis or Polygon network are generally uninsured. At present, there are no public or private insurance agents providing buyers with coverage against a loss of OGSs or a loss of value.

• Risk of winding-up of the Originis project

For a number of reasons including, but not limited to, an unfavorable fluctuation in cryptocurrencies value, an unfavorable fluctuation in OGSs value, the failure of business relationships or competing intellectual property claims, the Originis project may no longer be a viable activity and may be dissolved or simply not launched.

• Risk of malfunction in the Originis network

The Originis network may be impacted by an adverse malfunction including, but not limited to, a malfunction that results in the loss of OGSs or market information.

• Unforeseen risks

Crypto-currencies and cryptographic tokens are a cutting-edge, untested technology. In addition to the risks stipulated above, there are other risks that the Originis team cannot predict. Risks may also occur as unanticipated combinations or as changes in the risks stipulated herein.

Buyer Eligibility

In order to be eligible to participate in the Token Sale, the Buyer must:

• comply with all the terms and conditions set forth in these T&C;

• comply in good faith with the KYC procedure made available on the Token Sale’s website prior to the Token Sale;

• understand the restrictions and risks associated with the creation of OGSs as set forth herein, and acknowledge and assume all such risks;

• have obtained sufficient information about the OGSs and Originis software to make an informed decision to purchase the OGSs.

Participation in the Token Sale is reserved for natural or legal persons that are experienced in ICOs and, notably, that have already participated to at least one token generation event as a subscriber of tokens. The Buyer declares that he/she is not:

• a citizen or resident of a geographic area in which access to or use of the Company’s services or the acceptance of delivery of the OGSs is prohibited by applicable law, decree, regulation, treaty, or administrative act;

• a citizen or resident of, or located in, a geographic area that is subject to any sovereign country sanctions or embargoes.

The Buyer agrees that if their country of residence or other circumstances change such that the above representations are no longer accurate, it will immediately cease using the Company’s services. If the Buyer is registering to participate to the Operation on behalf of a legal entity, the Buyer further represents and warrants that:

• such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and

• the Buyer is duly authorized by such legal entity to act on its behalf.

The Buyer is solely liable for determining which legal, accounting, financial and fiscal conditions of any nature it is required to comply with in order to participate in the Token Sale, in accordance with the laws and regulations applicable in their country of residence.

The Consortium may not be held liable for the Buyer’s filing obligations in the country in which it is domiciled. The same applies to any tax or charge that would be payable by the Buyer, in relation to the purchase, ownership, use or passing of its OGSs.

Limitations of Use

The Buyer acknowledges and accepts that OGSs sold by the Corporation do not, under any circumstance, represent any form of investment or financial investment and agrees not to attempt to divert their function for speculative purposes.

The Buyer also agrees not to use the Token Sale website, the issued CYGs or, more generally, any content or service provided to the Buyer by the Consortium and its affiliates in a way that does not comply with the terms, objectives and methods set out in these T&C.

In particular, the Buyer agrees not to modify, interfere with, deactivate or saturate, nor to breach the security of or impair data integrity and confidentiality in relation to any service offered by the Company.

The Buyer agrees to respond to any specific request for information issued by the Corporation under the Application of these T&S.

Cancellation and Refund

All Orders are deemed firm and final. As the Token Sale is strictly reserved to persons that are experienced in ICOs, the Buyer may not claim any right of return against the Consortium.

Guarantee

As the OGSs offered for sale are deemed intangible property, having no value or functionality other than the Originis network payment form that they represent, no specific guarantee is attached to them following delivery.

Although ownership of the OGSs depends on smooth operation of the Polygon network, the Foundation, which has no control over said operation, may not, under any circumstances, be held liable for any failure of said network that could result in the Buyer losing or being unable to use their OGSs.

Validity of Tokens

The OGSs’ period of validity, during which they can be used, is not time-dependent. OGSs cannot be deleted due both to their strictly decentralized nature and to the fact that, once issued, they are no longer under the Consortium’s control. They would, in any case, remain the property of their owner.

Incidents, Late Payments, Penalty Clause

The Buyer is prohibited from any illegal practice of automatic debit or credit, here assumed to correspond to a non-payment or late payment. However, the Parties reserve the right to seek legal or contractual compensation for claims. Any delay in payment will automatically result in the Application of a flat-rate US$60 fee as from the date following the invoice’s due date; this fee will supplement late penalties, including the Application of an interest rate on arrears equal to the rate applied by the ECB to its most recent refinancing operation plus 10 percentage points, with the Consortium being entitled to automatically demand full and immediate payment of the Order, all amounts owed to the Consortium becoming payable immediately with no prejudice to the Application of the other clauses herein, while any discounts that may have been granted will be canceled and the full cost of the debt collection procedure charged to the defaulting Buyer. The Consortium also reserves the right to suspend or cancel any Order relating to said defaulting Buyer, and to accept subsequent Orders only if payment is made in advance. Should the Buyer breach any one of its obligations, and should formal notice issued by means of registered mail remain unsuccessful for 15 clear days after dispatch, then, under a penalty clause, the Buyer will be required to pay a flat-rate compensation equal to one third of the total Order amount, with no prejudice to the Application of the other clauses accepted herein.

Taxes

Any amounts that the Buyer pay for CYGs are exclusive of all applicable taxes. The Buyer is responsible for determining what, if any, taxes apply to its purchase of CYGs, including, for example, sales, use, value added, and similar taxes. It is the Buyer’s responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Corporation is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the Buyer’s purchase of CYGs.

Buyer Liability

The Buyer acknowledges and accepts that they are solely liable for storage and use of the purchased CYGs under normal conditions of use, and in accordance both with current legislation at the time and place of use and with their profession’s code of conduct, which they declare they are fully aware of.

Accordingly, the Buyer shall be deemed personally liable for any damaging consequences arising from the abnormal, noncompliant or unforeseeable storage, transfer or use of said tokens.

The Buyer also acknowledges that it has received all the necessary details from the Consortium on the information and data it has communicated and is therefore solely liable for the ordered CYGs’ suitability in terms of their specific planned use.

The Buyer agrees to send the Consortium their correct and updated payment and personal details at the time of creating their client account and each time they may modify the said account. The Consortium reserves the right to request supporting documents from the Buyer to ensure the accuracy of the details they have supplied.

The Buyer will be solely and exclusively liable for the creation and conservation of the credentials required to sign into the Originis network. The Consortium shall not be held liable for any illegal or fraudulent use of the Buyer’s credentials. The provision of credentials is deemed confidential.

The Buyer will assume full responsibility for the consequences of any theft or misuse of CYGs acquired as a result of any use by the members of its staff or by any person to whom the Buyer has provided their credential(s). Similarly, the Buyer will assume full responsibility for the consequences of the loss of the above-mentioned credentials(s).

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE CONSORTIUM OR ANY OF IT’S AFFILIATES BE LIABLE FOR LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE CYGS OR OTHERWISE RELATED TO THESE T&C, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE CONSORTIUM AND IT’S AFFILIATES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE T&C OR THE USE OF OR INABILITY TO USE THE CYGS, EXCEED THE U.S. DOLLAR EQUIVALENT OF THE AMOUNT PAID BY THE BUYER TO COMPANY FOR THE CYGS AT THE TIME OF THEIR PURCHASE. THE LIMITATIONS SET FORTH IN THIS SECTION 10 WILL NEITHER LIMIT NOR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE CONSORTIUM.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 10 may not apply to the Buyer.

None of the information or analyses described in this document is intended to provide a basis for a contribution decision, and no specific recommendation is made. Accordingly, this document does not constitute a contribution advice or an invitation to contribute in any security or financial instrument of any nature whatsoever.

This document does not constitute or form part of, and should not be construed as, an offer for a sale or subscription, or an invitation to buy or subscribe securities or financial instruments. This document, or any of its component parts, does not constitute the basis for, or should not be used as a basis for, or in connection with, a contract for the sale of securities or financial instruments or a commitment to sell securities or financial instruments of any kind.

The Consortium expressly disclaims any liability for any direct or indirect loss or damage of any kind arising directly or indirectly from:

• any reliance on the information contained in this document,

• any error, omission or inaccuracy in said information, or

• any resulting action that may be brought.

Retention of Ownership Clause

The Originis Consortium, Inc. retains full ownership of the ordered CYGs up to full and effective payment of the price agreed with the Buyer, including the principal and other charges, any contrary clause being deemed unwritten. As such, the Consortium will be entitled to claim the ordered CYGs as compensation for any unpaid invoices with no prejudice to its right to rescind any sales in progress, with the Buyer also agreeing to immediately notify the Consortium of any third-party development that would infringe the Consortium’s right of ownership. Should the ordered CYGs be resold before payment is complete, the sale between the Consortium and the Buyer will be automatically rescinded and the assets transferred deemed to have been sold on behalf of the Consortium. The enforcement of the Consortium’s right to claim is carried out without prejudice to any other legal and/or contractual damages or rights (e.g. compulsory execution or cancellation of the contract) and is made by simple registered letter sent to the Buyer. Should the Consortium decide to cancel the sale, the Buyer will be required to pay a lump sum equal to 30% of the total contract amount (principal and other charges), with the Consortium retaining all the amounts it has already collected.

Intellectual Property, Reference

The Buyer acknowledges that the Consortium retains sole and exclusive ownership of all intellectual, industrial and expertise rights (documents, data, etc.) relating to CYGs. The technical and technological resources and expertise used to design both CYGs and documents of any nature shall remain the exclusive property of the Consortium, regardless of whether they are protected under an intellectual property clause.

Therefore, any document, listing, database, etc., in their entirety, are communicated to the Buyer in return for payment or free of charge solely for use that exclusively enables them to make their order, whether or not under a separate availability and/or non-disclosure agreement that forms an integral part of these T&C, and may not be used by the Buyer for any other purpose without incurring their liability.

Contract Completeness, Waiver, Interpretation

The T&C constitute the entire agreement between the Buyer and the Consortium with respect to the Operation and supersedes all other oral and written representations, understandings or agreements relating thereto.

Should any provision of these T&C be declared null and void or deemed unwritten, all other provisions shall remain in full force and effect. The Consortium’s decision not to avail itself of any one of these provisions shall not be construed as a waiver of its right to apply the same provision at a later date. The interpretation and assessment of the validity of any contract is understood in accordance with the following documents, in descending order in the hierarchy of norms: T&C, order acknowledgment of receipt, invoice, and delivery notification.

Force Majeure

Force majeure is deemed any event beyond the parties’ control, which they cannot reasonably foresee or reasonably avoid or overcome, provided that its occurrence makes it impossible to fulfill the obligations and adversely affects Order execution (e.g. natural cataclysm, variation in Blockchain fees, armed conflicts, labor disputes, changes in regulations, subcontractor failure, Blockchain breakdown, etc.). The most diligent Party shall promptly notify the other Party by any means, and the Parties will then agree to negotiate in good faith any changes required to ensure the continuity of contract obligations. If, however, such impossibility exceeds three months, the most diligent Party may terminate the contract in writing without incurring its liability and without entitling the other party to claim any right of recourse or compensation, with the Consortium retaining previously collected amounts, which are irrevocably acquired.

The Parties shall not be held liable for any consequences of a force majeure event as defined above.

Change of Law

The Buyer acknowledges and accepts that the Token Sale is taking place within a legal environment that is still under development. New laws or rules may subsequently frame, modify or clarify the practice of such operations. Where necessary, should legislative changes conflict with all or part of these T&C, the Consortium reserves the right to amend the terms of the operation as appropriate, retroactively if necessary, in order to ensure that the operation remains legal and compliant with the various regulatory bodies. The Consortium will answer to any request issued via regular legal process aimed at obtaining specific information about the operation or its clients, specifically regarding anti-money laundering legislations.

Applicable Law

These T&C and any contractual relationship relating to the products and services sold by the Consortium are governed exclusively by United States law, the Consortium’s commitment being subject to this clause.

Translations of the T&C herein, made available to the Buyer, are purely informative and are not legally binding. The English version of these terms and conditions has sole legal force. The Buyer and the Consortium agree to seek an amicable settlement prior to bringing any legal action. Failing this, any dispute, of any nature whatsoever, will be brought expressly before the court with jurisdiction in Delaware, United States, as no document can affect a novation or waiver of this jurisdiction clause.