$SGold Token Sale Terms

AGREEMENT - TERMS OF $SGOLD TOKEN SALE

COMPANY OVERVIEW

$SGold is a trading name of Swiss cheese Labs Inc is incorporated in the Republic of Seychelles. The Company has designed, maintained, and deployed a state of the art Education Platform that uses the latest technologies to help parties interact and learn.

Users may receive and use a Cryptographic Token known as the $SGOLD Token or in the alternative , ('$SGOLD ' or 'Token(s)' collectively and separately) both of which will work alongside the newly developed ecosystem by the Company ('the $SGOLD ecosystem').

These $SGOLD Tokens will be built using distributed ledger technology which contains unchangeable code functions, leveraging software which will enable its users to own, use, swap, and participate with the full ecosystem and services provided by the Company.

In order to assist with mainstream adoption, and allow users to better engage with the $SGOLD ecosystem, the Company is using and selling $SGOLD Tokens.

At all times this Agreement is confidential between You and the Company and may not be shared, disclosed or otherwise discussed with anybody. In purchasing $SGOLD under this Agreement, you hereby agree to be bound by all of the terms contained within.

TERMS AND CONDITIONS -- DISCLAIMERS

PLEASE READ THESE TERMS CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE $SGOLD TOKENS.

Your purchase of Tokens ("$SGOLD ") from the Company ("Company," "we," or "us") is subject to these Terms of Sale ("Terms"). Each of You (or "Purchaser") and Company is a "Party," and together the "Parties."

By purchasing $SGOLD from us, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at www.edushift.io

Updates to the Terms and Conditions:

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time. Purchaser will be provided an amended version before execution and is deemed to have accepted these Terms and such changes by purchasing any amount of $SGOLD Tokens.

For purposes of this agreement, "writing" does not include an e-mail message and a signature does not include an electronic signature within an email. If at any point you do not agree to any portion of these Terms, you should not purchase any $SGOLD Tokens on offer.

You and the Company agree as follows:

Purpose and Use of $SGOLD in the Network

The purpose of the $SGOLD Tokens is grant users a freely tradable license to use the $SGOLD services as deployed by them.

The purpose of the Token is to facilitate use of the network protocol, including engagement, being created and released by Company which allows users engage with the ecosystem, under license by the Token, and facilitate the sale of goods ( the "Network") utilizing blockchain and web3 technology that allows users to enjoy a gamified racing experience to in a virtual world. (collectively, the "Services"). These services, website, and software applications are designed to complement certain social objectives aimed to promote social and financial inclusion of all users. The Token is designed to reward, provide, and determine the level of user engagement with $SGOLD Services.

The $SGOLD Tokens, are intended to facilitate the provision of Services from Company through Company's software applications, and product development which serves as a user interface and development platform on the Network. Essentially, The Token is designed to reward, provide, and determine the level of user engagement with $SGOLD Services. At all times these Tokens shall amount to a License to use the $SGOLD services.

This Agreement and use of the Token is not a solicitation for investment and in no way is intended as an offering of securities in any jurisdiction. The Token is needed to reward engagement on the $SGOLD Platform and determine the access level of $SGOLD users. This way, the Company is able to ensure that all users are treated equally and have the requisite knowledge to engage in the ecosystem as a protective measure.

Since $SGOLD Tokens are designed only for particular uses with respect to the Company ecosystem, it is not necessarily merchantable and does not necessarily have any other use or value. The Company views our $SGOLD Tokens as a kind of consumable virtual fuel or tool(s) without any specific outlook or expectation on its merchantability or market price. These are a licensed designed to allow users to engage with the racing metaverse. You may not engage within the racing metaverse without holding these Tokens.

Non-financial nature of our $SGOLD Token

As described above, by its design $SGOLD Tokens are NOT and shall in NO case be understood, deemed, interpreted or construed as:

(i) any kind of currency or money, whether fiat or not;

(ii) equity interest, voting or nonvoting securities (or its like) in, or claims against, the Company including its members, shareholders, consultants, directors or any other entity in any jurisdiction;

(iii) equity or debt investment of any kind in any venture;

(iv) any securities having intrinsic value or market price;

(v) any form of financial derivatives;

(vi) any commercial paper or negotiable instrument;

(vii) any form of investment contract between the relevant holder and any other person;

(viii) any commodity or asset that any person is obliged to redeem or purchase; or

(ix) any note, bond, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person.

For more information about $SGOLD Tokens, our Services, visit www.edushift.io ( the "Site"). The Site does not constitute any solicitation, inducement, or legal or financial advice with respect to the $SGOLD Token . The Site, along with any materials produced by the Company is, and shall always be, informative in nature.

Sale and purchase of $SGOLD Tokens

(i) Entering into this Agreement is voluntary. No person will be deemed as committed or obliged to participate in this Agreement and/or purchase any $SGOLD Tokens for any reason. Neither Party is under duress to enter into this Agreement.

Since Purchase of the $SGOLD Tokens under this Agreement is made on a purely voluntary basis, it should be understood that Purchase, holding or use of any $SGOLD Tokens is not risk-free. See "Risk Factors" discussed below for details. In entering into this Agreement, you are deemed to have read and accepted each and every one of these risks, including those not yet known to the Company.

Upon signing this Agreement it will be deemed that You have comprehended the Disclaimers and have enough requisite knowledge to purchase, use, and engage with $SGOLD Tokens.

You will be required to provide your identification documentation upon execution of this Agreement. $SGOLD Tokens are not a security, however Seychelles and international Anti-money laundering laws apply to everyone. Accordingly, your delivery of $SGOLD Tokens from the Company, including after payment has been made, is dependent upon your successfully identifying yourself.

The Company shall be entitled to take any action to identify any Purchaser (You) at any time. If the Company conducts "know your customer" exercises or any other kind, or any other type of due diligence, to verify the identities of all Purchasers, You shall, in a timely way, provide all such information and meet all such requests as may be sought or instructed by The Company for that purpose.

If the Company discovers the purchase of $SGOLD by You, has been done by violating any anti-money laundering, counter-terrorism financing or other regulatory requirements, The purchase shall be invalid with retroactive effect and the Company shall be entitled to immediately deny Your Tokens, reject delivery of any $SGOLD Tokens you may be due, and request return of any delivered $SGOLD , irrespective of any payment that has or should have been made by You. This includes any individual which is based in a country which does not allow the purchase or transfer of $SGOLD .

Security

You are responsible for implementing reasonable measures for securing your wallet, or other storage mechanism You use to receive and hold $SGOLD You purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If Your private key(s) or other access credentials are lost, You may lose access to your Tokens. We are not responsible for any such losses.

WARNING: DO NOT PURCHASE $SGOLD TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND/OR BLOCKCHAIN-BASED SOFTWARE SYSTEMS

Purchases of Tokens should be undertaken only by individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic Tokens, like Bitcoin("BTC"), and blockchain based software systems. You should have functional understanding of storage and transmission mechanisms associated with other cryptographic Tokens. While the Company Team will be available to assist Purchasers of $SGOLD Tokens under this Agreement, The company will not be responsible for lost Tokens resulting from actions taken by, or omitted by You.

Note, in particular, that You should take great care to write down Your wallet password and not lose it so as to be sure that You will be able to access Your Tokens when they become available. If You do not have such experience or expertise, then you should not purchase $SGOLD Tokens.

Representations and warranties

To purchase $SGOLD Tokens, You shall represent and warrant that:

(a) You have read and understand these Terms;

(b) You warrant and understand that each $SGOLD Token represents a license as given by the Company. $SGOLD may amend, revoke, or otherwise transfer that license at any time. The name $SGOLD is also given under License and such a license does not give You, as a user, any rights other than to use the $SGOLD Services on the $SGOLD Website (www.edushift.io), in line with the Policies such as Token User Terms and those otherwise discussed herein.

(c) You are not a resident, citizen, or acting on behalf of any company that is a domiciliary of or has any members including shareholders that are part of, citizen of, or located in The United States of America, China, or Seychelles, or purchasing Tokens from a location in either of these jurisdictions; and

(d) You are not

(i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act,

(ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on any sanctions list. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.

(e) Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to,

(i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens for the Services and entering into contracts with us and that Tokens are not a security in your country,

(ii) any foreign exchange or regulatory restrictions applicable to such purchase, and

(iii) any governmental or other consents that may need to be obtained;

(f) You have sufficient understanding and are a seasoned participant, backer, expert, technician and/or professional in the fields of blockchain, distributed ledger technology and crypto-Token, cryptocurrency and financial market and is fully aware of the risks associated with the development and use of the Token (Wallet) and Ecosystem;

(g) You understand that the Tokens confer only the right to provide and receive Services provided by the Company and confer no other rights of any form with respect to the Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

(h) Your purchase of $SGOLD Tokens is voluntary and based on Your own independent judgment without being coerced, solicited or misled by anyone else;

(i) You understand that you are not permitted to resell, to any person or party, the Tokens if doing so breaches any national, domestic, or international financial, securities, or other laws. These include securities, financial, and terrorism laws.

(j) You are purchasing Tokens to receive Services from The Company. You are not purchasing Tokens for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;

(k) If you are purchasing Tokens on behalf of any entity, you are authorized to accept these Terms on such entity's behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly);

(l) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Tokens and furthermore hold the Company harmless for any taxes incurred through the purchase, sale, holding, or disposal of Tokens.

All the above representations and warranties made by You shall be true, complete, accurate and non-misleading on and from the date of execution of this Agreement. The Company reserves the right to reject and invalidate Your payment, and withhold the relevant Tokens from You if you have made any false representation in the sole judgment of The Company .

We do not operate or maintain all aspects of the Network, and as such, we have no responsibility or liability for the Network or any ability to control third parties' use of the Network.

Ownership of The Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with the Network. In particular, you understand and accept that $SGOLD do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Network and/or Company and its affiliates, other than rights relating to the provision and receipt of Services in the Network, subject to limitations and conditions in these Terms and applicable Network Terms and Policies (as defined below). You understand and accept that the Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

Scope of Terms

Unless otherwise stated herein, these Terms govern your purchase of Tokens from us.

Any use of Token in connection with providing or receiving Services in the Network will be governed additionally by other applicable Terms and Policies, which currently include our Terms of Service available on our website (www.edushift.io), these Terms and Conditions - Disclaimers our online and mobile Terms of Use and our Privacy Policy (collectively, the "Terms and Policies"). As mentioned above, we may add new terms to the Policies in our sole discretion, and may update each of the The Terms and Policies from time to time according to modification procedures The Company may choose to implement.

To the extent of any conflict with these Terms, the Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with providing or receiving Services as provided by $SGOLD .

These Terms will replace any other prior arrangement that you or your affiliates may have had with The Company. All sales are conducted by this and under this Agreement. No other Agreement including prior negotiations or any documents, videos, or materials produced by the company are indoctrinated into this Agreement either directly or by reference.

Cancellation; Refusal of Purchase Requests

Your purchase of Tokens from us is final, there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.

Terms of $SGOLD Sale: Procedures and Specifications

Important information about the procedures and material specifications of our sale is provided within this Agreement. By entering into it, you hereby undertake that you have read this full Agreement and have accepted all clauses contained within. Including those that limit your legal remedies, and require you to hold The Company harmless from any civil or criminal actions.

Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens, and using Tokens. If you have any questions regarding these risks, please contact us via our Website. BY PURCHASING $SGOLD , YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

US NOTICE: NO PERSON WHO IS IN OR A CITIZEN OF THE UNITED STATES OF AMERICA MAY EVER USE, OWN, SWAP, HOLD, OR OTHERWISE ENGAGE WITH THE $SGOLD TOKEN. THE US IS EXPRESSLY EXCLUDED FROM ANY USE OF OR ENGAGEMENT WITH THE TOKEN. IP BLOCKS, NOTICES, AND OTHER STEPS ARE TAKEN TO ENSURE THAT THE TOKEN NEVER BECOMES THE PROPERTY OF ANY US PERSON INCLUDING ANY BODY CORPORATE. US REGULATORS ARE TO OBSERVE THIS EXCLUSION AND MAY NOT AND DO NOT HAVE ANY RIGHTS TO BRING ANY CLAIM OR INVESTIGATION UNDER LONG ARM STATUTES OR ANY STATUE OF US LAW. US LAW DOES NOT AND SHALL NOT APPLY TO TOKEN HOLDERS AS NO USE PERSON MAY EVER ENGAGE WITH OR USE THE TOKEN. SAFTY MEASURES ARE DEPLOYED TO ENSURE THE SAME.

Personal Information

We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling $SGOLD Tokens to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation. All personal information, including information on directors, members, or shareholders of a corporation will be maintained as confidential by the Company. Only in the instance of a court order by a competent court shall such information be disclosed.

Taxes

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

TAXES ASSOCIATED WITH YOUR PURCHASE AND USE OF $SGOLD Tokens INCLUDING THE DISPOSAL, TRANSFER, OR SALE OF REMAIN YOUR SOLE RESPONSIBILITY.

Indemnification

To the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Company Parties") from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to:

(i) Your purchase or use of Tokens,(ii) Your responsibilities or obligations under these Terms,

(iii) Your violation of these Terms, or (iv) Your violation of any rights of any other person or entity.

The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under the applicable sections of the agreement herein. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, TOKENS $SGOLD , INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE $SGOLD WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR $SGOLD ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR 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 $SGOLD OR OTHERWISE RELATED TO THESE TERMS, 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 COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE $SGOLD , EXCEED THE AMOUNT YOU PAY TO US FOR THE $SGOLD .

THE LIMITATIONS SET FORTH IN APPLICABLE SECTIONS HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

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

Release

To the fullest extent permitted by applicable law, You release the Company and any other Parties associated with the Company, insomuch as they work or for with the Company, from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Total waiver of Liability

You hereby warrant and agree that the Company, its directors, members, shareholders or any other party associated with the Company shall not be liable for any losses associated with the use of, creation, development, obtaining, transfer, holding, or your general participation in the TOKEN SALEs Event or possession of the Tokens. This includes in the event that any regulatory body undertaken an investigation, action, or other activity which requires the Tokens to be frozen or otherwise taken out of circulation pursuant to Order of Court.

You further warrant and agree that you hereby hold the company, its members, directors, or shareholders harmless for any non-development of software features or project development associated with the project. Any forecasts, figures, suggestions, designs, or ideas are subject to change, compliance, regulations, and development fees. In the event that the Company does not create, develop, or deploy any of its ideas or suggestions provided on its website, white paper, or in any press release. The company, directors, members, shareholders shall not be liable for any losses or breach of this agreement.

DISPUTE RESOLUTION - ARBITRATION RULES

Binding Arbitration

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company (i) waive your and Company's respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and Company's respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

No Class Arbitrations, Class Actions or Representative Actions

Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Process

Arbitration will be conducted confidentially. Any Dispute shall be referred to and finally resolved by arbitration administered by an Arbitration Body sitting in the Republic of Seychelles. In accordance with the Arbitration Rules of the Republic of Seychelles, for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be The Republic of Seychelles. The Tribunal shall consist of one (1) or three (3) arbitrator(s). The language of the arbitration shall be English. The Seychelles judicial system will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award applying the laws of the Seychelles. All costs of Arbitration will be born and maintained by you.

Authority of Arbitrator(s)

As limited by these Terms and Arbitration rules, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

Severability of Dispute Resolution and Arbitration Provisions

If any term, clause or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in this Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the Republic of Seychelles without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of The Republic of Seychelles applying the laws of the Republic of Seychelles.

Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

MISCELLANEOUS

These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at our website and update the "Last Updated" date above. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.

Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

WAIVER

The parties hereto agree to a uniform waiver of any and all claims in equity, contract, or criminal, against one another weather known, unknown, or anticipated.

ASSIGNMENT

The user may not assign this agreement under any circumstances. The Company may assign it to a third party or other corporation by providing written notice to the other party.

TOKEN SALE PROCEDURES AND SPECIFICATION

Tokensupply and Management

The total Tokensupply is available on the Company Website. There is not an unlimited amount of Tokens and Your purchase from the Company is done so, directly from the Company.

The Company has the right to sell these Tokens to you. Once you own $SGOLD Tokens, you will be allowed to use the Edushift ecosystem. Tokens are, and always shall be, operated under License from the Company which is provided to you.

Token Price

The price per Token is set in $SGOLD at the USD/ETH/BTC (Or any other currency as selected by The Company) market price as listed on The Website.

You are purchasing tokens at the number specified at the top of this document. That price is per Token ('Token Price'). This number is to be kept confidential at all times as it has been specifically negotiated by and for you.

The Token Price is not designed to represent any kind of 'discount' on the Token. It is not lowered to cause any kind of inducement or encourage you to speculate on the Token. The Token Price is final.

Tokens to be Sold

The Company is selling the Tokens. Although other companies may use these in future within their services including those in and outside if the Edushift ecosystem the Tokens shall always be operated by the Company. No other company, group, or party has any determining power over the Tokens without a valid assignment or movement of rights. The Treasury remains under the control of the Company.

As such, the number of Tokens being sold by the Company can vary from time to time. You can find the number of Tokens and the price You are paying at the start of this Agreement or in the clause above in the Token Price section.

Procedures for Buying and Receiving Tokens

To receive Tokens, you must have certain Token Wallets established and operational. Specifically, you must have a compatible wallet. Company reserves the right to prescribe additional guidance regarding specific wallet requirements as published on The Website.

You can receive your tokens within one week after purchase. Any vesting period (if any) will be contained at the execution section of this Agreement. During the vesting period, you may not sell or transfer your tokens from the wallet which received the tokens (except in an emergency and with the prior written agreement of the Company).

Any transfer of tokens which are under a vesting period will be cause for cancellation and recession of this Agreement.

You will also have to undertake KYC in line with this Agreement before your Tokens can be sent to Your wallet address.

You will provide the Company with your wallet address. Once the unique deposit address has been received, the Company will deliver Tokens to the wallet address that you provided to Company for delivery of the Tokens, within one week after delivery of payment by You.

The Company may refuse to send tokens to those individuals based in countries which are not permitted to receive Tokens.

You must not purchase Tokens for any third party, except in a situation where you are an appointed agent, or acting on behalf of a company, group, association, DAO, or other entity/legal body. You warrant that you are over the age of 18 and have the full legal and mental capacity to purchase Tokens.

The Company anticipates that delivery of The Tokens from the Company to purchasers will occur within one week after Payment has been received, but reserves the right to delay delivery up to four or five weeks after Payment. Although the Company does not anticipate any security issues arising from the sale of Tokens, this four week time frame is intended as a precautionary buffer period for Company to conduct audit procedures and to resolve any such security issues including such issues as KYC or not having signed this Agreement by You.

Payment

You must pay for your Tokens within forty eight hours after you have executed this Agreement or automatically if purchased online. This timeframe can be extended by written agreement between The Parties. Payment can be made by either bank transfer, or cryptography/digital asset transfer to a wallet owned by the Company.

You must ONLY send Cryptographic assets to a wallet controlled by the Company and provided by the Company. You should not, ever, send any Cryptographic asset to any wallet address not connected with the Company, directly. The Company will provide the wallet address, including the type of Cryptographic asset (such as ERC-20 USDC, ERC-20 USDT) to send.

IF YOU SEND THE WRONG CRYPTOGRAPHIC ASSET TO THE WRONG WALLET ADDRESS OR AN ADDRESS NOT CONTROLLED BY THE COMPANY, THIS WILL NOT COUNT AS PAYMENT AND YOUR FUNDS CAN BE LOST FOREVER. ALWAYS DOUBLE CHECK THE WALLET ADDRESS BY AN OFFICIAL COMPANY REPRESENTATIVE.

ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

Certain Risk Factors Relating to Purchase, Sale and Use of Tokens

ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Agreement is intended to form the basis for any investment decision, and no specific recommendations are intended. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Agreement, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information (iiv) any documents or information published by the Company.

By purchasing, holding and using Tokens, you expressly acknowledge and assume the following risks:

Risk of Losing Access to Tokens Due to Loss of Private Key(s)

A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet. Accordingly, loss of requisite private key(s) associated with your digital wallet storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens.

Risks Associated with the Cryptographic and other Cryptographic Network Protocol(s)

Because $SGOLD Tokens and the Network are based on the Cryptographic protocol, any malfunction, breakdown or abandonment of the Cryptographic protocol may have a material adverse effect on the Network or Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the Network by rendering ineffective the cryptographic consensus mechanism that underpins the Cryptographic protocol.

Risk of Mining Attacks

As with other decentralized cryptographic Tokens based on the Cryptographic protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Cryptographic blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Network and the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.

Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Network or the Tokens in a variety of ways, including, but not limited to, treasury vulnerability, malware attacks, denial of service attacks, consensus-based attacks, man in the middle, Sybil attacks, smurfing and spoofing. Furthermore, because the Network is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Network, which could negatively affect the Network and the Tokens.

Hackers or other groups or organizations may attempt to steal the Cryptocurrencies as collected from the TOKEN SALE, thus potentially impacting the ability of the Company to develop the Tokens and the Platform and operate the Network. To account for this risk, the Company has and will continue to implement comprehensive security precautions to safeguard the proceeds obtained from the sale of $SGOLD . Multi-factor security measures will be taken to protect Cryptocurrencies obtained during the TOKEN SALE and all currencies and proceeds including physical elements, algorithms, multisignature keys, anti-spear-phishing procedures, splitting of funds, hot/cold wallet partitioning and diversification. Moreover, regular security audits of hot and cold wallets will be conducted by internal and external teams. As acknowledged, there is always a risk that the the Company Team, or other third parties not directly affiliated with the Parties, may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the Token Platform causing the system to lose Tokens stored in one or more Purchaser accounts or other accounts or lose sums of other valued Tokens issued on the Platform. The Company has taken steps to build, maintain, and secure the infrastructure of the Platform, and will continue to do so. For example, The Company intends to hire external consultants on a periodic basis to assess and audit the security of the Platform and will work with cryptography and security experts to develop and employ best practices to audit the Platform. As acknowledged by both parties, advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Platform, which could result in the theft or loss of Tokens or other valuable assets. To the extent possible, the Company intends to update the protocol underlying the Platform to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or the success of any future security updates. As with other cryptocurrencies, the blockchain used for the Platform is susceptible to mining attacks, among others. Any successful attacks present a risk to the Cryptographic Platform generally, and the network specifically, effecting expected proper execution and sequencing of Token transactions, and expected proper execution and sequencing of contract computations, as well as other potential losses identified here as risk factors, in addition to those unidentified or unexpected. The purchase of Tokens carries with these significant risks. Prior to purchasing Tokens, the Purchaser should carefully consider the risks herein identified, and, to the extent necessary, consult experts of your choosing ( cryptographic and cyber security specialists, lawyers, accountants, and/or other professionals) prior to determining whether to purchase Tokens.

Risks Associated with Markets for Tokens

The Tokens are intended to be used solely within the Network, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens. This restricts the contemplated avenues for using Tokens to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation.

Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.

Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, or private insurance arranged by us, to offer recourse to you.

Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Network and the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Network and the Tokens. Regulatory actions could negatively impact the Network and the Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that require registration or licensing. Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

Risks Arising from Taxation

The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

Risk of Alternative Networks

It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the Network and attempt to facilitate services that are materially similar to the Services. The Network may compete with these alternative networks, which could negatively impact the Network and Tokens.

Risk of Insufficient Interest in the Network or Distributed Applications

It is possible that the Network will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the Network) more generally. Such a lack of use or interest could negatively impact the development of the Network and therefore the potential utility of Tokens.

Risks Associated with the Development and Maintenance of the Network

The Network is still under development and may undergo significant changes over time. Although we intend for the Tokens and Network to follow the specifications set forth in our Terms and Conditions, and throughout or site, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications of the $SGOLD or Network for any number of legitimate reasons.

This could create the risk that the Tokens or Network, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, despite our good faith efforts to develop and maintain the Network, it is still possible that the Network will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Network and Tokens.

Risk of an Unfavorable Fluctuation of Ether and Other Currency Value

The Company team intends to use the proceeds from selling Tokens to fund the maintenance and development of the Network, as described further in the Terms of Sale. The proceeds of the Tokens sale will be denominated in Ether or Bitcoin, and converted into other cryptographic and fiat currencies. In addition, some pre-sales of the Tokens may also be denominated in fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the Company team may not be able to fund development, or may not be able to develop or maintain the Network in the manner that it intended.

Risk of Dissolution of the Company or Network

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the Tokens' utility, the failure of commercial relationships, or intellectual property ownership challenges, the Network may no longer be viable to operate and the Company may dissolve.

Risks Arising from Lack of Governance Rights

Because the Company confers no governance rights of any kind with respect to the Network or Company or its corporate affiliates, all decisions involving the Network or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Network, to create and sell more Tokens for use in the Network, or to sell or liquidate the Company. These decisions could adversely affect the Network and the Tokens you hold.

Risks Involving Cloud Storage

As the Company provides services to individual and institutional clients, including users and applications which involves data storage to some extent, the Services are susceptible to a number of risks related to the storage of data in the cloud. While the Company does not have access to the contents of the data stored through the Services, the Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyber- attack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the Network, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that the Company does not control with the Company's Services. The risk that the Services may face increasing interruptions and the Network may face additional security vulnerabilities could adversely affect the Network and therefore the future utility of any Tokens that you hold.

Unanticipated Risks

Cryptographic Tokens such as Tokens are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.

CONTACT US

If you have any questions about these Terms or the Conditions and Disclaimers as set forth herein and in the attached Exhibits, please contact us at our website

Disclaimer: All information contained herein is accurate at the time of publishing.

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