Firma SAPIENCY Sp. z o.o. uzyskała wsparcie finansowe z Europejskiego Funduszu Rozwoju Regionalnego

Wsparcie finansowe z EFRR

Regulations for Issuing Tokens via Sapiency Application

of the 20th April 2021

§ 1 DEFINED TERMS
Regulations - denotes this document
T&C - denotes regulations for the Sapiency application, available at the following address: [email protected]
Operator - Operator as understood in T&C
Application - Application as understood in T&C
User - User as understood in T&C
Services - Services as understood in T&C
Issuer - Issuer as understood in T&C
CrowdSale - CrowdSale as understood in T&C
Secondary Market - Secondary Market as understood in T&C
Personal Tokens - Personal Tokens as understood in T&C
Payment Operator - Payment Operator as understood in T&C
Payment - Payment as understood in T&C
KYC Verification - denotes the process of verifying Issuer’s data, described in detail in §7
§ 2 GENERAL PROVISIONS

2.1

These Regulations define the principles, conditions and scope of using the Services by the Issuer.

2.2

The Regulations constitute an integral part of T&C. In case of any discrepancies between the provisions of these two documents, the provisions of the Regulations shall prevail.

§ 3 TERMS OF TOKEN ISSUANCE

3.1

Only a registered User who meets the following criteria may become an Issuer within the Application. Such a person shall:

3.1.1

be at least 18 years of age, in the case of natural persons;

3.1.2

complete the application form in the Application;

3.1.3

possess an account on Kanga Exchange;

3.1.4

successfully pass the KYC Verification;

3.1.5

accept the Regulations.

3.2

The application for Personal Token issuance shall contain the following data of the potential Issuer:

3.2.1

first name and surname / name;

3.2.2

date of birth / registration;

3.2.3

links to social media profiles;

3.2.4

three categorising tags;

3.2.5

name and symbol of the Token;

and, in the case when they wish to activate CrowdSale:

3.2.6

amount of CrowdSale;

3.2.7

CrowdSale commencement date;

3.2.8

CrowdSale title;

3.2.9

CrowdSale description.

3.3

The decision whether the User may become an Issuer shall be made at the Operator’s discretion.

3.4

The Operator hereby reserves the right to decide whether the Issuer may be allowed to conduct CrowdSale.

§ 4 TECHNICAL ASPECTS

4.1

Each Personal Token has the following characteristic features:

4.1.1

Supply of the Tokens is 21,000,000 (twenty one million).

4.1.2

The Tokens are divisible to four decimal places.

4.1.3

Implicitly, the first name and surname of the Issuer constitute the name of the Token; the Issuer is entitled to change it within the bounds of good taste.

4.1.4

The Token symbol may not exceed 8 characters.

4.2

The costs of issuing the Token shall be borne by the Operator.

§ 5 TERMS OF CONDUCTING CROWDSALE

5.1

The Operator shall not charge the entry fee in fiat money for commencing CrowdSale.

5.2

The Operator shall charge commission of 20% of the net amount raised from CrowdSale.

5.3

Additionally, the Operator shall charge:

5.3.1

10% of the raised amount;

5.3.2

1% of the issued Personal Tokens

for the purpose of ensuring liquidity of Personal Token/SPCY and SPCY/ETH on the secondary market conducted on decentralised exchange of cryptocurrencies – QuickSwap, or any other exchange offering similar possibilities.

5.4

The raised amount, less the costs indicated above, shall be transferred, within 30 days of completing CrowdSale, into the Issuer’s account on Kanga Exchange, in the form of stablecoin oPLN.

5.5

The duration of CrowdSale shall be 7 days.

5.6

CrowdSale may commence not earlier than 14 days of completing the application form.

5.7

The maximum amount of CrowdSale shall be 100,000 Euro.

5.8

The Operator shall, within CrowdSale, accept from the Users orders to purchase Personal Tokens, at the same time buying them in the appropriate number from the Issuer. A possible withdrawal, on the part of the User, from purchasing Personal Tokens, shall automatically result in withdrawal, on the Part of the Operator, from purchasing this number of Personal Tokens, to which the Issuer gives their prior, irrevocable consent.

§ 6 SECONDARY MARKET

6.1

The Secondary Market shall be activated within 3 working days of completing CrowdSale.

6.2

In case there was no CrowdSale, the Secondary Market shall be activated within 3 working days of issuing the Personal Token.

6.3

Orders to sell the Tokens on the Secondary Market may be issued either by the Issuer or by the Users.

6.4

Transactions on the Secondary Market shall be executed by the Payment Operator, appropriate for the currency.

6.5

For 12 months following the activation of the Secondary Market, the Issuer shall not distribute Personal Tokens from the Application, or sell them at any exchange other than the one authorised for that purpose by the Operator.

6.6

The funds obtained by the Issuer via the Secondary Market shall be transferred into the Issuer’s account on Kanga Exchange within 14 days of the receipt of the Payment.

§ 7 KYC VERIFICATION

7.1

In order to become an Issuer, it is necessary for the User to go through the process of KYC Verification.

7.2

Within the KYC Verification, the User shall provide the following data and materials:

7.2.1

first name and surname;

7.2.2

scan of ID;

7.2.3

photo of face with ID visible therein;

7.2.4

address of residence;

7.2.5

document confirming the address of residence (in the form of a bank statement or a utility bill).

7.3

The Operator performs the KYC Verification in order to identify and verify the Issuer’s identity for the purposes of the Operator’s business activity, and to comply with legal requirements connected with preventing money laundering and financing terrorism.

§ 8 SOCIAL MODULE

8.1

The Issuer hereby undertakes the obligation to continue the activity within the social module provided by the Application for at least one year following the activation of the Secondary Market of their Personal Token.

8.2

Publication of at least two materials per month shall be understood as continuation of the activity.

8.3

The Issuer may, at their discretion, decide whether the display of individual materials published by them makes it necessary for the Users to possess the Issuer’s Personal Token.

8.4

In the situation mentioned above in p. 3, the User may replace the possession of Personal Tokens with possession of SPCY Tokens.

§ 9 ISSUER’S REPRESENTATIONS

9.1

The Issuer hereby represents and guarantees that:

9.1.1

they shall not undertake, towards the owners of Personal Tokens, any obligations which may result in the Token being regarded, by the financial oversight bodies, as a security type token, in particular by vesting it with rights which would give it the character of a financial instrument;

9.1.2

they shall make available the information on CrowdSale in social media channels stipulated in the application for issuance;

9.1.3

shall seek to receive payments for their goods and services in their Personal Tokens;

9.1.4

shall use the Application actively, in accordance with the provisions of § 9;

9.1.5

shall not withdraw Personal Tokens from the Application and shall not dispose of them on any exchange other than the one authorised for that purpose by the Operator, in accordance with the provisions of § 7 p. 5.

9.2

The Operator hereby reserves the right to withhold the provision of Services for the benefit of the Issuer, in particular by way of suspending the possibility to conduct CrowdSale and sale on the Secondary Market, in case any representations made by the Issuer prove to be untrue.

§ 10 EXCLUSION OF LIABILITY

10.1

The Operator shall not be liable for any illegal action of the Issuer.

10.2

The Operator does not render, for the benefit of the Issuer, any services of legal and tax consultancy with regard to Personal Tokens, unless a separate agreement provides otherwise.

§ 11 FINAL PROVISIONS

11.1

This Agreement is concluded for an indefinite time, with a one-month notice period.

11.2

This Agreement is concluded pursuant to the law of the Republic of Poland and is subject to jurisdiction of Polish courts of law. The court competent for the issues concerning this Agreement is the court with jurisdiction over the Operator’s registered seat.

11.3

Should any provisions of this Agreement become invalid, it shall be without prejudice to the validity of the remaining provisions hereof.

11.4

The Operator hereby reserves the right to change the Regulations at any time. The Issuers shall be informed about changes in the Regulations with at least 7-day notice; the information shall be sent to their e-mail addresses provided during the Registration, as well as during the first activation of the Application following the change made in the Regulations. The changes shall be binding from the time indicated in the notification of the change in the Regulations (which may not be earlier than 7 days of such a change). The changes shall be regarded as accepted by the Issuer if they continue to use the Application after the changes have come into force.