Terms and Condition (SAFT)

Terms and Conditions for PATIC Utility Token Purchase (SAFT)

Effective Date: 02/11/ 2024

1. General Notice

IMPORTANT: The Polyverse Tokens (the “Tokens”) are not being offered or distributed to any resident of or any person located or domiciled in jurisdictions where such offering is prohibited, restricted, or unauthorized under applicable laws or regulatory requirements. The offer and sale of the Tokens described herein have not been registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state or foreign jurisdiction. This offering is made only outside the United States to non-U.S. persons (as defined in Section 902 of Regulation S under the Securities Act) and only in jurisdictions where such offer and sale is permitted under applicable law in reliance on Regulation S.

Tokens may not be offered, sold, or otherwise transferred, pledged, or hypothecated except as permitted under the Securities Act and applicable state and foreign securities laws pursuant to an effective registration statement or an exemption therefrom.

2. Legal Notice: Non-Security Status of PATIC Tokens

The offering or sale of Polyverse Tokens (PATIC) has not been authorized, registered, or recognized under any securities act or regulatory framework in Bulgaria. This Agreement, together with any associated whitepaper or other materials provided by Global Performance Group LLC (the “Company”) in connection with the PATIC Token sale, is not intended to and does not constitute a prospectus. No prospectus has been filed with or reviewed by any Bulgarian financial services authority or any other regulatory body. Therefore, no statutory liability applies in relation to filings, registrations, or disclosures required for publicly offered securities in Bulgaria.

PATIC Tokens are strictly utility tokens designed exclusively for use within the Polyverse Platform and do not confer any rights of ownership, share of profits, dividends, or voting rights in the Company. They are not intended, nor should they be understood, as capital markets products, securities, financial instruments, or investment contracts under Bulgarian or any other law.

This Agreement and any accompanying documents, including any whitepaper or other informational material, are not intended as an offer or solicitation for investment, nor do they constitute an offer to purchase securities or other financial instruments in any jurisdiction.

Caution: Prospective purchasers should carefully consider whether acquiring PATIC Tokens is suitable for their specific needs, especially since they are intended solely for in-game use within the Polyverse Platform. If you have any doubts regarding this Agreement or any other document provided by the Company during the Token sale, you are strongly advised to seek independent professional advice.

3. Simple Agreement for Future Tokens (SAFT) for PATIC Utility Token Purchase

This document (the “SAFT”) confirms that in exchange for the payment by the undersigned purchaser (the “Purchaser” or “you”) of a lump-sum amount of USD $ _______________ (the “Purchase Amount”), payable in ERC-20 standard tokens such as USDT, USDC, or other digital tokens or fiat currencies at the Company’s sole discretion, on or about the Effective Date, to Global Performance Group LLC, registered in Bulgaria with company number 207196607 and principal office located at Bulgaria, 1799, Mladost 2, Block 257B, Ground Floor (the “Company”), the Purchaser will receive rights to future digital tokens known as PATIC (the “PATIC” or “Token”), which will be solely for use within the Company’s blockchain-based video game, Polyverse (the “Polyverse Platform”), subject to the terms and conditions below.

4. Nature of PATIC Tokens

PATIC Tokens are classified as utility tokens intended exclusively for in-game use on the Polyverse Platform and do not qualify as securities or investment instruments. The sale, transfer, pledge, hypothecation, expenditure, exchange, or any other use of the PATIC Tokens acquired under this SAFT (collectively, “transfer”) is strictly limited to their intended functionality within the Polyverse Platform. PATIC Tokens may not be sold, transferred, or used outside of the Polyverse Platform or for speculative purposes, as they do not represent ownership, dividends, profit-sharing, or voting rights in the Company.

5. Vesting Schedule and Transfer Restrictions

The Company may withhold delivery of the PATIC Tokens until they have vested according to the schedule defined in this Agreement (the “Vesting Schedule”). The SAFT grants the Purchaser rights to acquire vested Private PATIC Tokens (“Private PATIC”) upon the occurrence of a Token Generating Event (“TGE”), to be announced by the Company. Private PATIC vesting may commence before the public release of the Polyverse Platform, as determined by the Company.

Vesting Schedule: [ADD VESTING SCHEDULE]. Purchasers will have the ability to view any vested tokens at any time through a method provided by the Company. It is advised that Purchasers review all notices provided within this SAFT in detail before deciding to purchase any rights outlined in this Agreement.

6. Events

(a) Token Generating Event (TGE)

If a TGE occurs before the expiration or termination of this SAFT, the Company will assign to the Purchaser a number of PATIC Tokens equal to the Purchase Amount divided by ______ USD (the “SAFT Price”), resulting in Private PATIC Tokens. These tokens will be distributed in accordance with the Vesting Schedule, and the SAFT Price will remain fixed, unaffected by fluctuations in PATIC’s value from the TGE until the end of the Vesting Schedule.

Conditions for Token Issuance:

  • The Purchaser must execute and deliver any updated transaction documents related to this SAFT as reasonably requested by the Company, including documentation compliant with Know Your Customer (KYC), Anti-Money Laundering (AML), and Counter Financing of Terrorism (CFT) requirements under Bulgarian law.
  • The Purchaser must provide proof of non-affiliation with any Restricted Jurisdiction or any designated entity or individual under targeted financial sanctions.
  • The Purchaser must provide a private, decentralized, non-custodial wallet address solely owned and controlled by them for the connection and release of tokens per the Vesting Schedule. The Purchaser must have exclusive access to the cryptographic private keys for this wallet, and it must not be held by any third party or custodial service. Prior to delivery, the Company may conduct a reasonable verification of the wallet. Private PATIC Tokens will not be delivered to any centralized exchange or custodial platform.

(b) Dissolution Event

If a Dissolution Event occurs before this SAFT expires or terminates, the Company will pay the Purchaser an amount equal to the Purchase Amount, payable immediately prior to or concurrently with the consummation of the Dissolution Event. This payment will take precedence over any distributions to holders of the Company’s outstanding capital stock.

If the Company’s assets legally available for distribution are insufficient to satisfy all claims by the Purchaser and other SAFT holders (the “Dissolving Purchasers”), then, as determined in good faith by the Company’s board of directors, such assets will be distributed on an equal-priority, pro-rata basis among all Dissolving Purchasers in proportion to their respective Purchase Amounts, except where certain other types of Purchasers may be given priority. Distribution amounts may be denominated in fiat currency, digital tokens, cryptocurrency, or any combination thereof, at the Company’s discretion.

(c) Termination

This SAFT will terminate upon the earliest occurrence of the following:

  1. The full issuance of all Private PATIC Tokens to the Purchaser per Section 6(a);
  2. The payment or reservation of amounts due to the Purchaser per Section 6(b); or
  3. December 31, 2025 (the “Deadline Date”), if the TGE or Platform Launch has not taken place by this date.

The Company reserves the right to extend the Deadline Date by up to sixty (60) days. If the TGE or Platform Launch does not occur by the extended Deadline Date despite the Company’s reasonable and diligent efforts—including, but not limited to, delays caused by pending application approvals from regulatory authorities or other external factors beyond the Company’s control—the Company shall not be held liable for failing to meet the deadline. In such circumstances, Purchasers shall be entitled only to the return of their original Purchase Amount, unless an additional extension is mutually agreed upon, with no further compensation or damages beyond this refund. The Company will prioritize refunds of the Purchase Amount before processing any other Purchaser claims or refunds.

 

  1. Company Representations

(a) Corporate Existence and Authority. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Bulgaria and has the power and authority to own, lease, and operate its properties and conduct its business as currently conducted.

(b) Authorization of SAFT. The execution, delivery, and performance of this SAFT by the Company are, to the Company’s knowledge, within the Company’s powers and have been duly authorized by all necessary corporate actions. This SAFT constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting creditors’ rights and general principles of equity. To the best of the Company’s knowledge, it is not in violation of (i) its current certificate of incorporation or by-laws, (ii) any material statute, rule, or regulation applicable to the Company, or (iii) any material contract or agreement to which the Company is a party or by which it is bound. Any violation or default in these areas would not reasonably be expected to have a material adverse effect on the Company.

(c) Non-Contravention. To the best of the Company’s knowledge, the performance and consummation of the transactions contemplated by this SAFT do not and will not:

  1. Violate any material judgment, statute, rule, or regulation currently applicable to the Company;
  2. Result in the acceleration of any material contract or agreement to which the Company is a party or by which it is bound; or
  3. Result in the creation or imposition of any lien upon any property, asset, or revenue of the Company or cause the suspension, forfeiture, or non-renewal of any material permit, license, or authorization applicable to the Company, its business, or its operations.

(d) Required Consents. To the Company’s knowledge, no consents or approvals are required for the performance of this SAFT, other than:

  1. The Company’s corporate approvals; and
  2. Any qualifications or filings required under applicable securities laws and regulations, if at all applicable.

(e) No Warranties on Tokens. THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE TOKENS, INCLUDING BUT NOT LIMITED TO:

  1. WARRANTY OF MERCHANTABILITY;
  2. WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
  3. WARRANTY OF TITLE; OR
  4. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY;

WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PURCHASER ACKNOWLEDGES THAT THEY HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY OR ANY OTHER PERSON ON THE COMPANY’S BEHALF.

(f) Utility Token Classification. To the best of the Company’s knowledge, PATIC tokens, as structured and developed, are strictly utility tokens intended for use within the Polyverse platform. They are not, nor can they be construed as, securities, hybrid financial instruments, units of a collective investment scheme (CIS), or capital market products under Bulgarian law or any applicable securities regulation.

(g) Token Guidelines Subject to Amendment. The Company declares that any project or token denomination, ticker, tokenomics, or token allocation plan presented in any Whitepaper, Litepaper, One Pager, Yellow Paper, Pitch Deck, website, social media channel, or other direct communication is intended solely as a guideline and may be amended by the Company at any time and in any manner.

  1. Purchaser Representations
  2. The Purchaser affirms that they have the full legal capacity, authority, and power to execute and deliver this SAFT (Simple Agreement for Future Tokens) and to fulfill their obligations herein. This SAFT represents a valid and binding commitment on the Purchaser’s part, enforceable according to its terms, subject to limitations imposed by applicable Bulgarian and EU laws that affect creditors’ rights and general principles of equity.
  3. The Purchaser confirms that they are not a person or entity classified as a United States person (as defined in Section 7701(a)(30) of the U.S. Code, referred to as a “Non-U.S. Person”). The Purchaser is also not a citizen, resident, or incorporated entity of, nor controlled from, any Restricted Jurisdiction. The Purchaser acknowledges that this document, along with its private offers and sales, is not registered under the securities laws of Bulgaria or any EU member state and thus cannot be resold unless in compliance with the relevant laws. The Purchaser enters into this SAFT to acquire future rights to the Digital Tokens for their own account, as a personal purchase, and not as an agent or nominee, with no intent to resell or distribute the tokens. The Purchaser possesses the knowledge and experience in financial, technical, and business matters necessary to evaluate the merits and risks associated with this purchase, fully understands the potential for total loss, and is prepared to bear the economic risks involved for an indefinite period.
  4. If the Purchaser is a Non-U.S. Person, they represent that they have ensured compliance with all relevant laws in their jurisdiction regarding the purchase of this SAFT, including: i. the legal requirements for purchasing the SAFT in their jurisdiction;
    ii. any foreign exchange restrictions that may apply;
    iii. any required governmental or other consents;
    iv. the tax implications related to the purchase, holding, redemption, sale, or transfer of the SAFT and the Private PATIC tokens upon conversion.

The Purchaser’s subscription and continued beneficial ownership of the SAFT and the Private PATIC tokens will not contravene any applicable laws of their jurisdiction. The Purchaser agrees to provide any further representations and warranties regarding their status as a Non-U.S. Person or as a citizen or resident of a Restricted Jurisdiction, as reasonably requested by Global Performance Group LLC, and to execute any necessary documentation related to the purchase of the SAFT and the Private PATIC tokens. Additionally, if the Purchaser is from a Restricted Jurisdiction or a Non-U.S. Person, they represent that neither they nor their affiliates (as defined under applicable Bulgarian and EU regulations) have engaged or will engage in any directed selling efforts regarding the SAFT and the Private PATIC tokens.

  1. The Purchaser enters into this SAFT with the primary expectation that Global Performance Group LLC will deliver Private PATIC tokens upon the Token Generation Event (TGE) and in accordance with the Vesting Schedule.
  2. The Purchaser acknowledges their awareness of Global Performance Group LLC’s business and financial condition and has acquired sufficient information to make an informed decision regarding the acquisition of this SAFT. The Purchaser has reviewed the most recent version of the Whitepaper, Deck, Light Paper, or any similar materials related to Global Performance Group LLC’s POLYVERSE Platform, understands its content, and acknowledges that these documents do not constitute an investment offer or investment contract. The Purchaser recognizes that the acquisition of PATIC tokens carries inherent risks, including, but not limited to: i. the technology of the Platform may not perform as intended;
    ii. the POLYVERSE Platform, Platform Launch, or TGE may not occur;
    iii. the Platform may fail to attract sufficient interest;
    iv. Global Performance Group LLC and/or the Platform may face investigations or actions by governmental authorities;
    v. PATIC tokens may not be listed on any cryptocurrency exchange;
    vi. compliance with anti-money laundering, know-your-customer, and counter-terrorism financing regulations may be required before selling any PATIC tokens on any exchange.

The Purchaser understands that the PATIC tokens will be created and delivered at their sole risk on an “AS IS” and “UNDER DEVELOPMENT” basis. The Purchaser acknowledges that they have not relied on any representations or warranties made outside of this SAFT, including any verbal or electronic communications. The Purchaser assumes all risk and liability for any results arising from the use of the tokens, regardless of any statements made by Global Performance Group LLC.

  1. The Purchaser acknowledges that they have no claims against Global Performance Group LLC or any other parties except in cases of breach of this SAFT or intentional fraud. The total liability of Global Performance Group LLC arising from or related to this SAFT, whether based on breach of contract, tort, or otherwise, shall not exceed the total amounts paid by the Purchaser under this SAFT. Global Performance Group LLC and its representatives are not liable for any consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, including lost profits or revenues.
  2. The Purchaser understands that they are solely responsible for any taxes resulting from transactions related to this SAFT and any future acquisition, ownership, use, sale, or disposition of PATIC tokens. To the extent allowed by law, the Purchaser agrees to indemnify, defend, and hold harmless Global Performance Group LLC and its affiliates, employees, or agents from any claims or penalties associated with taxes resulting from the Purchaser’s acquisition of Private PATIC tokens or their use of POLY.
  3. Procedures for Purchase of Rights
  4. The Purchaser shall complete all relevant details in Schedule 1 and make the required payment to Global Performance Group LLC in consideration of the Purchaser’s acquisition of rights under this SAFT. This payment shall be made using reasonable and market-standard methods as specified and communicated by the Company. The Patic token may be purchased only by qualified buyers who meet relevant qualifications as set by the Company. This agreement and token offering are not open to general retail investors.
  5. Miscellaneous
  6. This SAFT constitutes the entire agreement and understanding between the parties regarding the subject matter herein, superseding all prior or contemporaneous disclosures, discussions, understandings, and agreements, whether oral or written. Any provision of this SAFT may only be amended, waived, or modified with the written consent of both Global Performance Group LLC and the Purchaser. All Schedules are an integral part of this SAFT.
  7. Any notice required or permitted under this SAFT shall be deemed sufficient when sent via email to the relevant address specified on the signature page, as modified by subsequent written notice provided to the appropriate party.
  8. The Purchaser, as a holder of this SAFT, is not entitled to vote, receive dividends, or be considered a holder of capital stock of Global Performance Group LLC for any purpose. Nothing in this SAFT shall confer upon the Purchaser any rights of a stockholder, including the right to vote in elections for directors or on any matters submitted to stockholders, or to receive notices of meetings, subscription rights, or any other stockholder privileges.
  9. The Purchaser may not assign this SAFT or the rights contained herein, whether by operation of law or otherwise, without the prior written consent of Global Performance Group LLC. In contrast, the Company may assign this SAFT, the underlying project, the PATIC tokens, and any associated rights or obligations to any other entity in any jurisdiction at any time, including instances where such assignment involves a substantial change in control.
  10. Should any provision of this SAFT be held to be invalid, illegal, or unenforceable in whole or in part for any reason, such provision shall be deemed null and void without affecting the validity of any other provisions. The remaining provisions of this SAFT will continue to be operative and in full force and effect.
  11. This SAFT shall be governed by and construed in accordance with the laws of Bulgaria and the European Union. The courts of Bulgaria shall have exclusive jurisdiction to resolve any disputes regarding the existence and/or validity of this SAFT, in whole or in part.
  12. The Purchaser agrees to execute and deliver any additional documents, instruments, conveyances, and assurances and to take any further actions reasonably requested by Global Performance Group LLC to implement the provisions of this SAFT and to facilitate compliance with applicable laws.
  13. Global Performance Group LLC shall not be liable or deemed to have defaulted or breached this SAFT due to any failure or delay in fulfilling its obligations, including, but not limited to, launching the Platform or completing the TGE, when such failure or delay results from events beyond its reasonable control, including, but not limited to: (a) acts of God; (b) floods, fires, earthquakes, or explosions; (c) war, invasion, hostilities (whether declared or not), terrorist threats or acts, or civil unrest; (d) applicable laws; (e) pandemics or other global or local health emergencies; or (f) actions taken by any governmental authority.
  14. The Company and the Purchaser agree that any claims that may arise between them shall be pursued solely on an individual basis. Accordingly, both parties expressly waive any right to initiate, participate in, or benefit from any group, representative, class, collective, or hybrid class action in any court, arbitration proceeding, or other forum in any jurisdiction against each other.
  15. “Restricted Jurisdictions” means the United States, Canada (Ontario only), the United Kingdom, the People’s Republic of China, and any country, region, or jurisdiction subject to sanctions as listed in the United Nations Security Council Sanctions List, the European Union Consolidated Sanctions List, the United Kingdom Sanctions List (as maintained by the Office of Financial Sanctions Implementation, or OFSI), and the U.S. Specially Designated Nationals and Blocked Persons List (SDN List) maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). This includes, but is not limited to, the Democratic People’s Republic of Korea, Democratic Republic of the Congo, Iran, Libya, Somalia, South Sudan, Sudan, Russia, Belarus, and Yemen. The Company reserves the right to amend or expand the list of Restricted Jurisdictions at any time without prior notice, in accordance with updates to applicable sanctions lists, regulatory requirements, or other considerations as determined by the Company.

Acceptance of Terms

By participating in the purchase of PATIC Tokens under this SAFT, you acknowledge that you have read, understood, and agree to these Terms and Conditions.

 

Safety : CryptoPerformance operates under the rules of financial, operational and legal safety, as well as AML and KYC regulations. All transactions are processed via encrypted HTTPS connections with the use of safe TLS protocols and encryption algorithms.

Copyright ©️ 2019-2024 CryptoPerformance Group. All Rights Reserved.

Safety : CryptoPerformance operates under the rules of financial, operational and legal safety, as well as AML and KYC regulations. All transactions are processed via encrypted HTTPS connections with the use of safe TLS protocols and encryption algorithms.

Terms

Copyright ©️ 2019-2024 CryptoPerformance Group. All Rights Reserved.