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Terms & Conditions

Terms & Conditions

Last update: 
May 10, 2024

These terms and conditions (“TC”) should be read by you (the “user” or “you”) in its entirety prior to your use of Citizend’s service or products. You must be 18 or over to accept these TC and use the products and services. By clicking “agree” or otherwise using or continuing to use our products and services you are agreeing with the terms of these TC and agreeing to be bound by them. Citizend Operations Ltd. is a company incorporated in the British Virgin Islands (“Citizend”, “us” or “we”). We are not regulated or licensed in any jurisdiction by any financial services or other regulator and you understand that you have no protections as a result.

This Website, the Citizend App, and any other product or service made available to you are referred herein as the "Services". By accessing the Services you are agreeing to be bound by these terms and conditions together with the privacy policy, and all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you should refrain from using or accessing the Services. Citizend may revise and update these TC at any time without notice. We advise you to check the Website and the Citizend App regularly for updates.

These TC do not alter or control in any way other written terms or conditions or other agreements you have agreed to with us. Additionally, if you are representing a legal entity (such as a business), by using the Services you are warranting that you have the authority to bind that entity to these TC. You must also have the legal capacity to agree to these legal terms and conform to the eligibility requirements found below to agree to these terms and use the Services.

Citizend is a permissionless and fully decentralized community-run platform where users get to know and contribute to projects (“Projects”) wishing to launch their tokens. Citizend is an infrastructure provider and takes no part in any transactions between projects and users.

We partner with other companies, our partners (“Partners”), to offer you a variety of deals (“Deals”) (e.g., bonuses for registering with our Partners, discounts in trading fees when using our Partners’ services, etc.). You instruct us to find Deals for you and send you communications (depending on the communication methods you shared with us) notifying you of the Deals we sourced and providing you with the information you need to participate. You also instruct us to send you communications about Projects and their token launches you vote or register for and such communications shall be treated as solicited by you.

You instruct us to share your e-mail address, mobile phone number, as well as social media accounts/handles, and any other means of communication you provide us, with all other companies and persons in the Citizend group of companies, as well as our Partners, in order to be directly contacted by them about products and services. You may opt out of such a feature at any time by sending an e-mail to legal@citizend.xyz. If you do not consent to our sharing your personal data in this way, you are prohibited from using the Services. Citizend does not offer nor employs individuals to offer such Partner’s products or services. You acknowledge that Citizend does not supervise, direct, control, or monitor Partners in the offering of these products or performance of these services and agree that we are not responsible for the offering, performance, or procurement of these products or services, that we do not endorse any particular Partner’s offered product or services, and that nothing shall create an employment, agency, or joint venture relationship between us and any Partner. You agree that we are not responsible for a Partner’s or another's content or information and that we are not responsible for any misuse of our Services.

1. Disclaimers

1.1. The services are provided to you on an “as is” and on an “as available” basis. We provide no representations, warranty, or promises, expressed or implied, whatsoever regarding their functionality, quality, merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights, non-infringement of third party rights, and freedom from computer virus or other harmful code;
1.2. Citizend will make its best efforts to provide a good user experience, however, Citizend makes no warranty that the service will be uninterrupted, timely or error-free, or that defects will be corrected. We may change, limit or discontinue any of the Services without notice. This includes for maintenance purposes. We are also entitled to temporarily prevent or restrict your use of the Services if and to the extent required for the security and functioning of the Services. We have no obligation to maintain the uptime of Services, but shall try our best to make the Services reliable and available to you. We reserve the right to discontinue the Services or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you;
1.3. There is a risk of losing CTND and other funds of value when using these Services and Citizend has no responsibility to you for any such loss;
1.4. Your use of the services is at your sole option, discretion, and risk;
1.5. The blockchain networks and internet access services required for you to access and use the Services are entirely beyond the control of Citizend and we shall have no liability whatsoever for any outages, slowness, capacity constraints, or other deficiencies affecting the same;
1.6. You are (i) aged 18 or over, (ii) you are of the age of majority in your jurisdiction, (iii) you are accessing the Services from a jurisdiction in which it is legal to do so, (iv) you are not a politically exposed person (“PEP”) nor are you on any UK, BVI, Cayman Islands, U.S. or EU sanctions lists or terrorism finance watchlists, and nor are you owned or controlled by any person or legal arrangement on, and nor will you use a wallet on, any such watchlists (v) you will inform Citizend immediately if you, your wallet or a person which owns or controls you enters onto one of these lists or change your residence to a prohibited jurisdiction, and you will immediately cease to use the Services;
1.7. Any content provided in connection with the Services should not be considered a recommendation, an offer, legal, financial or investment advice, or a solicitation to engage in any kind of legal or financial transaction. Any content provided in connection with the Services, including publications and other
information, is for general informational purposes only. It is not and should not be considered as an investment recommendation, an action recommendation, or as legal, financial, tax or other professional advice. You should seek specific advice tailored to your individual situation;
1.8. We are not obliged to monitor any external information provided or stored within the Services. The Services may include links to third-party websites and applications (“External Links”). Since we do not control the content of these External Links, we cannot accept responsibility for their content. Responsibility for the content and accuracy of the information on these External Links lies with the respective information providers;
1.9. Citizend or any of the entities in its group may determine from time to time, at its sole discretion, to distribute rewards in CTND Tokens ("CTND”) or any other token in accordance with these TC and any terms and conditions made available to you within such distributions (“Distributions”). You may also be provided with information about the distribution of rewards on the Citizend website, social media, or direct communications that you receive from us. In case of discrepancy between the information contained therein and the information in these TC, the information in these TC shall prevail. We in our sole discretion will determine the eligibility criteria for each distribution and the procedures, if existent, for receiving rewards, as well as its day, time, and delivery method. Any failure to notify you or distribute rewards to you using the information you provided is outside our control and, hence, shall not result in any responsibility whatsoever being attributed to us. We are not responsible for notifying you if and when any rewards are distributed. Reward amounts received by each eligible user may differ, depending on criteria determined by us. At our own and sole discretion, we can initiate, terminate, or make any changes to any distribution. The right to receive rewards in any distribution is not transferable. No cash alternative or substitution of the rewards is allowed, except we reserve the right in our sole discretion to substitute rewards for any equivalent alternative as we may determine. All potential taxes are your sole responsibility;
1.10. Citizend is an infrastructure provider and thus does not provide assurances regarding the quality, legality, tax or regulatory status of any Project’s token (including its designation as a security or financial instrument or commodity under any applicable securities or other laws).

2. Eligibility

By using the Services you represent and agree that:
A. You are 18 years or older, of full age in your country of residence and you are not a minor; If you are a minor, you confirm that your parents or legal guardians are right next to you and confirm that you are allowed to agree to this TC;
B. You will follow these TC;
C. You have not been suspended from using the Services before;
D. You will provide updated and accurate information;
E. Only you or a legally authorized representative of yours will use your account;
F. You will maintain the security of your account and never transfer it;
G. You will only register for one account that is on behalf of yourself when registering as a natural
person;
H. You are not sanctioned or restricted (are not owned or controlled by any person that is sanctioned or restricted) in a way that would make your use of the Services unlawful according to any applicable laws or treaties and nor are you owning or controlling or using a sanctioned wallet;
I. You will otherwise follow all applicable law and regulation.

3. Prohibited uses

Before your use of the services and on an ongoing basis you represent, warrant, covenant, and agree that:
3.1. The services are not for use by minors and individuals under the age of 18 years or individuals who can be considered minors or under the age of majority adulthood in their specific jurisdiction. It is entirely your responsibility to ensure you comply with the age requirement in your local jurisdiction to use the services;
3.2. The Services are intended solely for the user’s personal use. The user may not create multiple accounts, including for the purpose of collusion and/or abuse of services;
3.3. Citizens, residents (tax or otherwise) or green card holders of the United States of America and citizens or residents of Canada, British Virgin Islands, Cayman Islands, North Korea, Iran, Russia, and Venezuela (the “Excluded Jurisdictions”) are not permitted to make use of the Services.
A. Utilize the Services for unauthorized or unlawful purposes, to engage in or support any unlawful activities, in a way that contradicts any applicable guidance, orders, regulations, or rules of Citizend or any presiding government, court, law enforcement agency, supervisory authority, and/or regulatory agency, or to facilitate any activities that can lead to death, personal injury or environmental damage;
B. Use the Services for a third party or enable a third party to use the Services by disclosing, offering, or selling your account information or by any other means except to your own legally authorized representatives;
C. Copy, reverse engineer, or attempt to extract the source code from any component of the Services;
D. Introduce into any component of the software: any viruses, worms, defects, Trojan horses,
malware, or any items of a destructive nature;
E. Interfere with or disrupt in any way the Services or the servers or networks providing the
Services;
F. Use unauthorized bots or applications to access the Services; or
G. Submit false, incorrect, or incomplete information through the Services.
3.5. Information you submit through the Services (“Content”) shall not be illegal or unlawful, shall not infringe any person's legal rights, and shall not be capable of giving rise to legal action against any person, in each case in any jurisdiction and under any applicable law. Also, your Content, and the use of Content by us in any manner licensed or otherwise authorized by you, shall not:
A. Be libelous or maliciously false;
B. Be obscene or indecent;
C. Infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other Intellectual Property Rights;
D. Infringe any right of confidence, right of privacy, or right under Data Protection Laws;
E. Constitute negligent advice or contain any negligent statement;
F. Constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
G. Be in contempt of any court, or in breach of any court order;
H. Constitute a breach of racial or religious hatred or discrimination legislation;
I. Be blasphemous;
J. Constitute a breach of official secrets or business secrets legislation; or
K. Constitute a breach of any contractual obligation owed to any person.
3.5. You shall ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint. Content should be suitable for all viewers, including children, and not depict violence or explicit sexual material.
3.6. All factual statements must be true; opinions should be reasonable, honestly held, and indicate their basis. You shall also refrain from including in the Content any legal, financial, investment, tax, medical, or other professional advice unless certified to do so. If you are being remunerated for advertising (for example, as an influencer), you must disclose this.
3.7. Content and interactions should be civil, and respectful, and adhere to Internet etiquette without being offensive, deceptive, or inflammatory. You shall additionally refrain from using the Services for gambling, selling drugs or weapons, or distributing illegal or extreme material, and any automated data collection activities like scraping, mining, or harvesting without authorization are not permitted. You shall not link to any material that could breach these TC if hosted directly on the Services. You acknowledge that we may actively monitor or check the Content and your use of the Services.

4. Limitations, Liability, and Indemnification

Prior to your use of the services and on an ongoing basis you represent, warrant, covenant and agree that:
4.1. In no event, including negligence, will you hold or attempt to hold Citizend or any of its group companies, or any of its or their officers or directors liable for any special, consequential, incidental, direct or indirect damages whatsoever (including, but not limited to, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use (or
misuse) of the services or in any way in connection with our TC, us, or our Services, even if Citizend is aware of the possibility of such damages.
4.2. Nothing in this TC shall exclude or limit Citizend’s liability for (i) death or personal injury resulting from its negligence; (ii) fraud or fraudulent misrepresentation; and (iii) any other liability that cannot be excluded or limited by the laws of the British Virgin Islands.
4.3. Unless prohibited by applicable law, you will defend and indemnify Citizend, and its group companies, and its affiliates, and its and their directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses, including all damages Citizend and any of them may incur relating to any allegation or third-party legal proceeding to the extent it arises from your misuse of the Services or your violation of these TC.

5. License

Prior to your use of the services and on an ongoing basis you represent, warrant, covenant, and agree that:
5.1. Citizend grants you a non-exclusive, personal, non-transferable license to use the Services on your personal computer or other devices that you own, control or use to access the Services. The license is revocable at any time and subject to these TC.
5.2. Citizend owns all intellectual property linked to the services and you have no intellectual property rights in, or to the services, other than the right to use them in accordance with these TC.
5.3. You may not:
5.3.1. Alter, modify, adapt, copy, or reproduce the Services;
5.3.2. Use the Services for commercial purposes;
5.3.3. Attempt to reverse engineer any software owned by us;
5.3.4. Remove or copy proprietary software and materials;
5.3.5. Use the Services in any way that is prohibited by applicable laws or regulations.

6. Registration and Due Diligence

You may be required to provide certain information (such as identification, business or trade name, physical address, email, phone number, and business details) as part of the registration process for any Services, or as part of your continued use of the Services. Any information you give to us must always be accurate, complete and up to date and you will inform us promptly of any updates. The information you provide must not misrepresent you or be intentionally inaccurate. We can, at our own discretion, at any time, suspend your access to Services if we become aware that the provided information is incorrect or expired until you provide or correct the information.
Citizend reserves the right to ask for documentation to determine the identity and location of a user (and to verify it) and to carry out any due diligence process (“DD”) at its sole discretion before giving you
access to the Services. You agree to provide up-to-date and accurate information in order to access the Services. Citizend reserves the right to restrict or suspend access to the Services until DD is successfully concluded. For more information regarding the personal information collected for these purposes and how it will be handled, please refer to our privacy policy. Citizend holds the authority to seize any funds that breach applicable laws and regulations, and to cooperate with law enforcement as required or as it sees fit in its sole discretion. We may share the DD data and documents we collect from you with third parties to confirm its authenticity. You consent to this by using the Services.

7. General

This license shall terminate automatically without notice if you fail to comply with any provision of these TC. We reserve the right to revoke this license and restrict your access to the services at any time.
7.1. Citizend may assign, transfer, charge, or sub-license this TC to any other party, group company, or organization at any time.
7.2. This TC constitutes the entire terms between the user and Citizend regarding the Services and each of the terms of this TC operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

8. Privacy

Please refer to our Privacy Policy for information about how we collect, use, and disclose information about you. By accepting these TC, you confirm you read and acknowledge the terms described in our Privacy Policy.
You instruct us to share your data with third-party service providers for the purpose of improving the system, debugging, and other operations of similar nature. You also instruct us to get information you provide to third parties based on Section in connection with the provision of the Services.

9. Governing law, Jurisdiction and Dispute Resolution

This TC and any matters relating hereto shall be governed by, and construed in accordance with, the laws of the British Virgin Islands and you irrevocably submit to the exclusive jurisdiction of the courts in the BVI in relation to any claim, dispute, or difference concerning the TC and any matter arising therefrom. Any documents in relation to such dispute must be served on our registered office by DHL. We do not recognise the effectiveness of service by any other means (such as post or email or NFT).

10. Support and Contact:

You can contact our customer service team at legal@citizend.xyz if you wish to learn more about the TC or if you have any issues or concerns whilst using them.

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ANNEX 1

CTND SALE TERMS (“CST”)

This CTND Sale Terms (the “CST”) is made and entered by and between Citizend Ltd, an entity incorporated in the British Virgin Islands with registered office at Floor 4, Banco Popular Building, Road Town,Tortola VG1110, British Virgin Islands (hereinafter “Citizend”, “us”, or “we”) and any entity that fulfills the criteria set out in these CST and accepts the terms provided herein (hereinafter “Participant”, “you” or “your”). We are not regulated or licensed in any jurisdiction by any financial services or other regulator and you understand that you have no protections as a result.

By participating in the CTND Community Sale and/or the CTND Public Sale (“Token Sale”), the Participant agrees to these CST and agrees and acknowledges that these CST and all documents incorporated by reference into these CST constitute a legally binding agreement between Citizend and each Participant (each a "Party" and collectively, the "Parties").

Please read the CST carefully. If you do not agree to all of these terms, you shall immediately cease all participation in the Token Sale. By participating in the Token Sale, the Participant agrees and acknowledges that it has read and fully understands and accepts all terms set forth in this CST.

1. Definitions and Interpretation

1.1. For purposes of this CST, the following capitalized terms shall have the following meanings:

  • Annexes: The Annexes to this CST i.e., Exhibit A.
  • Beneficial Owner: Defined in Section 3.3 of this CST.
  • Close Associate of a Senior Political Figure: A person who is widely and publicly known to
    maintain an unusually close relationship with the Senior Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such Senior Political Figure.
  • Consumer: As defined in Section 3.2 of this Agreement.
  • Customer Due Diligence: As defined in Section 3.3 of this CST.
  • Ecosystem: As defined in Section 2.1 of this CST.
  • Effective Date: As defined in the header of this Annex.
  • European Consolidates List of Sanctions: The European Union’s Consolidated list of persons, groups and entities subject to EU financial sanctions, accessible via the following address: https://webgate.ec.europa.eu/europeaid/fsd/fsf
  • Intellectual Property Rights: Means all intellectual property rights, including without limitation any copyright, adaptation rights, publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronisation rights, rights to be named as creator of the work, artist names, patents, utility models, circuitry, rights of patent, rights to inventions, design patents, designs, trademarks, trade names and business names (including Internet domain names and e-mail address names), service marks, brands, slogans, commercial symbols, logos, rights in software, database rights, rights to preserve confidential information (including know-how and trade secrets) other designations, inventions, trade secrets, know-how, and any other industrial or intellectual property rights, whether registered or unregistered and all applications therefor.
  • Force Majeure Event: Means an event beyond a Party's reasonable control, including without limitation, fire, flood, war or riot, acts of civil or military authority (including governmental priorities), government sponsored cyber-attacks, severe weather, strikes or labour disputes or labour shortages.
  • Immediate Family of a Senior Political Figure: The Senior Political Figure’s parents, siblings, spouse, children and in-laws.
  • OFAC: As defined in Section 9.2.8.2 of this CST.
  • Participant: As defined in this CST header data.
  • Pre-existing Tokens: As defined in Section 6.5 of this CST.
  • Protected Parties: Citizend’s shareholders, directors, officers, partners, principals, employees,
    agents and consultants.
  • Replacement Tokens: As defined in Section 6.5 of this CST.
  • Sanctions: As defined in Section 9.2.8.2 of this CST.
  • Exhibit A: Annex to this CST identified as “Exhibit A” where a non-exhaustive list of risks
    associated with the purchase of the Tokens is provided.
  • Senior Political Figure: A senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. In addition, the definition includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Political Figure, its Immediate Family and Close Associates.
  • Service Providers: As defined in Section 6.2 of this CST.
  • Services: As defined in Section 6.3 of this CST.
  • Tokens: As defined in Section 2.1 of this CST.
  • Token Sale: The stages of sale of Tokens designated as “Community Sale” and “Public Sale” in our communication.
  • Gitbook: The Citizend Gitbook, available at https://docs.citizend.xyz/citizend, as may be updated from time to time.

1.2. Unless a contrary indication appears, any reference in this CST to a (i) "Clause", “Section” or an "Annex" is a reference to a clause or section of, or an annex to, this CST and annexes shall form an integral part of this CST; (ii) a defined document or provision of statutory law is a reference to that defined document or provision as amended, supplemented, reenacted, restated or novated from time to time;
1.3. This CST is phrased gender neutral. The singular “they” is used instead of referring to all genders in terms of gender equality. The singular includes the plural and vice versa.
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2. Scope

2.1. Citizend in connection with the infrastructure it provides (the “Ecosystem”), intends to issue cryptographic tokens hereinafter referred to as “Tokens” or “CTND”, which shall have several functionalities within the Ecosystem, as better detailed in this CST. This CST governs the sale by Citizend and purchase by the Participant of the Tokens during the Token Sale. This CST specifically does not govern the use of the Tokens in the Ecosystem. Any potential future use of Tokens in connection with the Ecosystem may be governed by other applicable terms and conditions.
2.2. Nothing in this CST shall be deemed to constitute a prospectus of any sort, or a solicitation for investment or investment advice; nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction

3. Eligibility Requirements and Customer Due Diligence

3.1. CITIZENS, RESIDENTS (TAX OR OTHERWISE) OF EXCLUDED JURISDICTIONS MAY NOT PARTICIPATE IN THE TOKEN SALE.
3.2. In order to be eligible to purchase Tokens, the Participant shall not be a resident of any Excluded Jurisdiction (whether or not a consumer) and shall not act in the capacity of consumer in terms of section the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights (“Consumer”). By entering into this Agreement the Participant confirms and acknowledges not to act in the capacity of Consumer.
3.3. In order to be eligible to participate in the Token Sale, the Participant shall undergo and successfully pass any customer due diligence process determined by Citizend according to its interpretation of anti-money laundering requirements that may be applicable to the sale of Tokens (“Customer Due Diligence”). As part of the Customer Due Diligence Process Citizend may, in particular but without limitation, request the Participant to provide information about their identity and the source of their wealth and/or funds. Additionally, if the Participant acts as trustee, agent, representative or nominee for another person (“Beneficial Owner”):
3.3.1. The Participant shall notify us that they are acting for the Beneficial Owner and provide all information and documentation required or requested relating to that Beneficial Owner;
3.3.2. The Participant represents and warrants to us that they have all requisite power and authority from the Beneficial Owner to execute and perform the obligations under this CST.
3.4. Any personal data provided by the Participant to us in the course of the Customer Due Diligence will be processed by us according to its privacy policy published at its website.
3.5. The Participant undertakes to notify Citizend immediately if the Participant becomes aware that any information communicated as part of the Customer Due Diligence relating to them or any person for whom they hold the Tokens is no longer accurate or complete in all respects.
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4. Sale and Purchase of Tokens

4.1. Citizend intends to sell Tokens, which at the Effective Date are yet to be issued at a later date yet to be determined by Citizend at its sole discretion, during the Token Sale. Tokens made available during the Token Sale may be subject to any restrictions, cliff and vesting schedules as communicated in connection with the Token Sale.
4.2. In the event that any of the Tokens made available for purchase during the Token Sale remain unsold for any reason, such Tokens shall be allocated at Citizend’s sole and absolute discretion.
4.3. The Token Sale will commence and end in accordance with the dates and times stated on the Website and/or Citizend App (as may be updated from time to time) or otherwise communicated by us. We reserve the sole discretion to adjust such dates and times as it deems fit from time to time.
4.4. The price per Token during the Token Sale shall be as stated on the Website and/or Citizend App (as may be updated from time to time) or otherwise communicated by us. The price per Token is exclusive of all applicable taxes (including, without limitation, sales, use, withholding and income tax, but excluding tax on the net income of Citizend).
4.5. Citizend may, in its sole discretion, suspend the Token Sale at any time for security reasons or if required by the applicable laws. Any suspension of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published by us on the Website and/or Citizend App. Citizend shall have the right to modify, at its sole discretion, any of the dates and times referred to in these CST, the Gitbook, the Website and Citizend APP to account for such period of suspension.
4.6. The Token Sale may be cancelled by us, in our sole discretion, in any of the following circumstances:

  • any change occurs to the relevant networks, which in the opinion of Citizend is likely to materially prejudice the success of the Token Sale or the development of the Ecosystem;
  • Citizend considers that there are security reasons for cancelling the Token Sale;
  • if the cancellation of the Token Sale is required by the applicable laws;
  • the Token Sale or Citizend is required by the applicable laws to be licensed or approved or fundamentally restructured; and
  • the Token Sale is suspended due to any Force Majeure Event and we cannot reasonably expect the Token Sale to be resumed within thirty (30) days.

4.7. Any cancellation of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published by Citizend. During any period of suspension or in the event that the Token Sale has ended or been cancelled, we will not be able to receive or accept any payment for the Tokens. Accordingly, any Participant who attempts to pay us for any purchase of the Tokens during such period risks losing their entire payment and we will neither be responsible or liable for recovering or returning any such payment, nor be liable for any losses incurred by the Participant in respect of the foregoing.
4.8. A Participant may purchase the Tokens directly from us during the Token Sale through the Website or Citizend App or such other method or location as we may specify.
4.9. In order to purchase the Tokens during the Token Sale, unless specified by us in writing, the Participant must:

  • register for the Token Sale in accordance with the procedures set out on the Website, Citizend App or otherwise communicated by us;
  • complete the Customer Due Diligence to the satisfaction of Citizend;
  • comply with these CST and all relevant instructions or requirements of Citizend as provided on the Website, Citiezend App or otherwise notified to the Participant from time to time, including, but not limited to, maintain a fully operational and valid Wallet which complies with the requirements prescribed by us.

4.10. During the Token Sale, purchases of the Tokens shall be payable in the currencies indicated by us in the Website, Citizend App or any other materials published by us. All payments for the Tokens must be made in accordance with the payment instructions specified by us, in writing, whether on the Website, Citizend App or otherwise, failing which, (i) the Participant bears the risk that we may not receive the payment, and such payment shall be regarded as invalid, and (ii) weshall owe no obligation to the Participant.
4.11. Each Participant shall comply with these CST (in particular, the provisions in this Clause 4). We shall not be responsible for any delays, losses, costs, non-delivery of the Tokens or other issues arising from any non-compliance. In particular, but without limitation, Citizend is under no obligation to issue any replacement Tokens if any Token or private key to any Wallet is lost, stolen, malfunctioning, destroyed or otherwise inaccessible for any reason, nor to refund the Participant for the price of the Tokens in such cases.
4.12. Subject to these CST, the Participants will be able to claim the purchased Tokens after its issuance once practicable after the completion of the Token Sale (as determined by Citizend in its sole and absolute discretion).
4.13. The Participant shall be responsible for implementing and maintaining adequate security measures for purchasing, storing and using the Tokens, including the safe-keeping of any private keys, identification or access credentials of the Participant's Wallet. Citizend does not offer or provide a custody service for your private keys or digital assets.
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5. Refunds

5.1. All purchases of the Tokens from Citizend during the Token Sale are final and save as required by the applicable law, there shall be no refunds.
5.2. All costs and risks arising from or relating to any refund of payment made during the Token Sale shall be borne by the Participant fully.
5.3. Any refund made by us to any Participant pursuant to these CST shall be made in the currency of the original payment (unless otherwise agreed by the Parties) without any interest and less the expenses that we incurred or may incur in future in connection with such refund, including, without limitation, any transaction, network or exchange fees, and all reasonable transaction costs and expenses incurred by us in connection with the Token Sale.
5.4. To the maximum extent permitted by the applicable law, we shall not be responsible to any Participant for any delay or failure to perform any refund where such delay or failure arises from the Participant failing to provide us with the requested information within the time stipulated by us.

6. The Ecosystem and the Tokens

6.1. The Participant acknowledges that at the time of the Token Sale the Ecosystem has not been fully developed. The Participant acknowledges that there is a risk that the development of the Ecosystem may fail or be significantly hampered at any stage. The Participant further acknowledges to be aware of the stage of development of the Ecosystem and the risks associated with the purchase of Tokens, in particular but without limitation those outlined in EXHIBIT A of this CST.
6.2. The Ecosystem will be initially developed by Citizend or/and an affiliate of Citizend or by partners of Citizend (collectively the “Service Providers”). We will not necessarily maintain the Ecosystem and we will not be responsible or liable for the Ecosystem or any third-party uses of the Ecosystem.
6.3. Citizend’s intended purpose of the Tokens is to be used within the Ecosystem (the “Services”).
6.4. The purchase, ownership, receipt or possession of Tokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of Services in accordance with the then applicable terms of use relating to the Services offered within the Ecosystem. In particular, the Participant understands and agrees that Tokens do not represent or confer any ownership right or stake, share, 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 Ecosystem, Citizend, Service Providers or any of their corporate affiliates, other than any rights relating to the provision and receipt of Services, subject to the applicable terms, conditions or policies that may be adopted by participants in the Ecosystem.
6.5. The Tokens will initially be created under any technical standard as we see fit. We reserve the right to migrate the Token created under the original technical standard (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should we determine, in Citizend’s sole discretion, that doing so is necessary or useful to the operation of the Ecosystem.
6.6. Although we do not at this time anticipate that it will require any Pre-existing Token holders to convert their Pre-existing Tokens to Replacement Tokens, we anticipates there will be significant incentives for Pre-existing Token holders to do so, since the practical utility of Pre-existing Tokens will likely diminish rapidly once the Replacement Tokens are created and in use by a significant portion of Ecosystem participants. Accordingly, by accepting these CST the Participant acknowledges and agrees that in order for the Participant to continue to participate on the Ecosystem, the Participant may need to convert the Tokens the Participant purchased during the Token Sale to Replacement Tokens in the future.

7. Transfer of Tokens and Assignment

7.1. The Participant may transfer Tokens to third parties without our consent. Any obligations or covenants of Citizend in this CST are solely obligations or covenants to the Participant in its capacity of Participant of Tokens in the Token Sale. Such obligations or covenants may not attach or transfer with the transfer of any Tokens. The Participant may not assign any of their rights or transfer any of its rights or obligations under this CST.
7.2. We may, without notice to the Participant, freely assign, delegate, sub-contract or otherwise transfer its rights and obligations under these CST to any related corporation, affiliate, or company with whom we may merge or transfer its assets and undertakings.

8. Taxes

8.1. The Participant hereby agrees to be fully responsible for its own tax affairs, including, without limitation, any tax liability associated with or arising from the purchase of the Tokens. Accordingly, the Participant shall be responsible for calculating, collecting, declaring, bearing and paying all taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with the Participant’s participation in the Token Sale and the receipt, holding, use, purchase or trading of the Tokens. We may be required to share information about your Token purchase with tax authorities both in and outside of the British Virgin Islands and by purchasing Tokens, you consent to our doing so.
8.2. Save to the minimum extent required by the applicable laws, we shall have no responsibility to collect, report or remit any applicable taxes in connection with these CST, the Token Sale and the Tokens.
8.3. The Participant must provide all information requested by us or which may be necessary for determining taxable status of payments made by us including information evidencing the tax residency of the Participant. All such information must be updated, accurate and complete.
8.4. The Participant hereby agrees to fully indemnify, defend and hold the Protected Parties harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with these CST, the Token Sale and the Tokens.

9. Representations and Warranties
9.1. Each Party represents and warrants to the other:

  • To have full power and capacity to enter into the CST and perform all of their obligations hereunder;
  • To be incorporated and validly existing under the applicable laws;
  • That this CST constitutes legal, valid and binding obligations on the Party;
  • That it is not unlawful for it to be offered or to purchase or hold the Tokens.

9.2. The Participant agrees and acknowledges to us that:
9.2.1. The Participant is aware (i) that there is the risk of project failure at any stage of development of the Ecosystem and (ii) of risk factors that may have significant adverse effects on the deployment of the Ecosystem;
9.2.2. The Participant has been comprehensively informed about the early state of development of the Ecosystem and of the risks and uncertainties entailed in the purchase of the Tokens;
9.2.3. The Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment or commodity in any jurisdiction, or e-money;
9.2.4. The Tokens do not represent a debt or equity interest in Citizend and a purchase of Tokens is not akin to making an investment in or with Citizend. Citizend is not issuing any kind of derivative contract;
9.2.5. The Participant is purchasing Tokens solely for the purpose of participating in the Ecosystem, and supporting the development, testing, deployment and operation of the Ecosystem. The Participant is not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose.
9.2.6. The Tokens are meant to be used within the Ecosystem and, therefore, any potential future use of the Tokens in connection with the pEcosystem will be possible if and when the Ecosystem is successfully deployed;
9.2.7. The Participant is not subject to the laws of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect the purchase of the Tokens;
9.2.8. The Participant, nor any of its subsidiaries, any of its directors or officers nor any of its employees, agents or any other person acting on behalf of the Participant or any of its subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:
9.2.8.1. is listed as designated individuals or entities under the European Union Consolidated List of Sanctions;
9.2.8.2. is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, the British Virgin Islands, the Cayman Islands or similar sanctions administered or imposed by any other country (collectively, the "Sanctions") and is not owned or controlled by any person or legal arrangement that is subject to Sanctions;
9.2.8.3. is located, organised or resident in a country or territory that is the subject of such Sanctions; or
9.2.8.4. has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that is or was the subject of any Sanctions;
9.2.8.5. is a Senior Political Figure, or any Immediate Family or Close Associate of a Senior Political Figure.
9.2.9. The Participant has a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology.
9.3. Except as otherwise expressly provided in this CST, neither Party makes any representation or extends any warranty of any kind, either express or implied, to the other Party with respect to any technology or other subject matter of this CST and hereby disclaims all implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights of third-parties with respect to any and all of the foregoing. In particular, the Participant agrees and acknowledges to purchase the Tokens on an “as is” and “under development” basis. THEREFORE, PROVIDED THAT WE ACT IN GOOD FAITH, THE PARTICIPANT ACCEPTS THAT WE ARE SELLING THE TOKENS WITHOUT BEING ABLE TO PROVIDE ANY WARRANTIES WHATSOEVER, EITHER EXPRESSED OR IMPLIED, IN RELATION TO THE TOKENS AND/OR THE ECOSYSTEM, INCLUDING, BUT NOT LIMITED TO, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.4. The Participant undertakes to notify us immediately if the Participant becomes aware that any of the representations, declarations or statements in this CST, in particular but without limitation, those in this Clause 9, are no longer accurate and complete in all respects.

10. Limitation of Liability

10.1. In case of claims that are based on intent or gross negligence on our part, our legal representatives or assistants, we are liable according to the provisions of applicable law.
10.2. In other cases – unless otherwise stipulated in Clause 10.5 – we shall be liable only in the event of breach of principal contractual duties, for predictable, typically occurring damages. A principal contractual obligation is an obligation the fulfilment of which is essential for proper execution of the contract, the breach of which jeopardizes reaching the contractual object and on observance of which the other party to the contract may duly rely.
10.3. The limitations pursuant to the preceding Clauses 10.1 and 10.2 also apply to the Citizend’s legal representatives and assistants if claims are asserted directly against them.
10.4. The limitations pursuant to the preceding Clauses 10.1 and 10.2 do not apply insofar as wefraudulently concealed a defect or assumed a guarantee for the quality of the Tokens.
10.5. Liability for a culpable damage to life, body and health remains unaffected by the preceding limitations.
10.6. In all other cases, our liability towards the Participant is excluded.

11. Data Protection

We collects and stores the Participant’s data necessary for the implementation of this CST. When processing personal data, we complies with the applicable statutory provisions, as further detailed in our privacy policy published at our Website.

12. Intellectual Property Rights

12.1. All Intellectual Property Rights in and to the Website, Citieznd App, the Ecosystem and the Tokens, including their constituent elements, shall at all times belong to us and the respective third party proprietors (as the case may be). Save as set out in Clause 12.2, no Intellectual Property Rights are granted directly, by implication or otherwise by us or the relevant third party proprietor.
12.2. Citizend grants each Participant a limited permission to electronically copy and to print in hard copy the Gitbook, these CST and portions of any other document relating to the Token Sale which is presented on the Website or Citizend App for the sole purpose of purchasing and managing any purchase of the Tokens. All other use of the foregoing materials without the prior written permission of Citizend is strictly prohibited.

13. Termination

13.1. We reserve the sole and absolute discretion to terminate the CST entered into by the Parties pursuant to these CST at any time, for any reason without notice.
13.2. The termination of the CST entered into by the Parties pursuant to these CST for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination. Further, on termination, provisions in these CST which are by their nature intended to survive shall continue in full force and effect.

14. Miscellaneous

14.1. Prohibition to set-off. The Participant does not have the right to set off any claim, unless such claim is final and no longer subject to any appeal.
14.2. Notices. Unless otherwise specified, contractual notifications, declarations and documentation under this CST provided by us require at least text form, e. g. e-mail, publications in the Website, and are effective on the date received (unless the notice specifies a later date). The Participant agrees and acknowledges that all agreements, notices, disclosures, and other communications that we provide to it, including these CST, will be in electronic form. The Participant or would-be Particpant must serve notices and make communications by DHL to our registered office.
14.3. Amendment. We may, at our sole and absolute discretion, amend any of these CST, any terms incorporated by reference into these CST and the Gitbook from time to time with or without notice to any person by posting the amended document or the link to the amended document on the Website or Citizend App. The amended document shall become effective immediately from the time of posting. Verbal collateral agreements do not exist.
14.4. Severance. In case one or more of the provisions contained in this CST including its Annexes shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this CST as a whole. The invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that in legal and economic terms comes closest to what the Parties would have intended if they had been aware of the invalidity, illegality or unenforceability of such provision.
14.5. Entire Agreement. This CST (and the documents referred to herein) set forth their entire agreement with respect to the sale and purchase of the Tokens during the Token Sale. These CST shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or not, relating to its subject matter. HOWEVER, PURCHASES OF TOKENS MADE DURING OTHER STAGES OF THE SALE OF TOKENS ARE SUBJECT TO THE TERMS OF THE AGREEMENTS ENTERED INTO BETWEEN US AND THE PURCHASERS. THIS CST ONLY GOVERN THE PURCHASE OF TOKENS DURING THE TOKEN SALE.
14.6. Force Majeure. We shall not be in breach of these CST or liable for delay in performing, or failure to perform, any of its obligations under these CST if such delay or failure result from a Force Majeure Event.
14.7. Waiver. No waiver of any term, provision or condition of these CST by us shall be effective unless such waiver is evidenced in writing and signed by us. No omission or delay on the part of Citizend in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
14.8. Governing law. This CST is governed by and construed in accordance with the laws of the British Virgin Islands.
14.9. Dispute resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this CST or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30) days, then all disputes, claims, questions, or disagreements shall be brought solely in the courts of the British Virgin Islands if no other mandatory statutory place of jurisdiction is applicable.

Exhibit A

Risk Factors

A. Successful deployment of the Ecosystem
There is a risk that we are unable to successfully deploy the Ecosystem. Although we are committed to doing so, the project is still at a very early stage and its completion may be prevented by a number of factors such as lack of funding and technical or regulatory issues.

B. Key Personnel
There is a risk that key team members of Citizend, whose know-how and experience are essential to a successful development and deployment of the Ecosystem, leave us thereby compromising the success of the project. You agree that you will not hold us or any of our directors, officers, developers or other team members liable for any such lack of success.

C. Regulatory risk
There is a risk that in some jurisdictions the Tokens or the offer of Tokens may be considered illegal or regulated by special legislation or that in the future the Tokens are considered illegal or subject to the regulation of special legislation. We do not guarantee that the Tokens are legal in all jurisdictions. The Participant solely bears all legal or financial consequences if the Tokens are considered a security or commodity or deemed illegal in the Participant’s respective jurisdiction. The Participant is obliged to verify whether the acquisition and disposal of the Tokens is legal in their jurisdiction, and by accepting the provisions of this CST, the Participant agrees not to use the Tokens in case their use is considered not legal. Ownership of cryptographic tokens (and exchanging them for other cryptographic tokens) and Blockchain technology are carefully studied by regulators around the world; this may lead to any unpredictable consequences including but not limited to restrictions on use or ownership of digital tokens, such as the Tokens, which may impede or restrict existence, acceptability or value of such tokens.
Additional, changes in the legal treatment of the Tokens could adversely affect the envisaged business model for the Ecosystem, therefore making it unviable. Particularly, Citizend does not have any official confirmation by any regulatory authority regarding the legal classification of the Tokens and eventual regulatory implications of its issuance and sale, nor regarding the eventual regulatory impact of the development of the Ecosystem. Later assessments carried out by regulatory authorities regarding the Tokens and/or the Ecosystem may adversely affect the development of the Ecosystem or cause the suspension or cancellation of the Token Sale.

D. Tax risks
It is the responsibility of the Participant to evaluate the tax consequences of purchasing, holding, using and selling the Tokens.

E. Risks Associated with blockchain technology

a. Smart contracts
There is a risk that any smart contract used for the distribution of the Tokens contains security gaps, errors or dysfunctionalities which may adversely affect the distribution and use of the Tokens.

b. Private keys and smart contract control
The Participant is solely responsible for the secure storage and administration of their private keys of the wallet in which the Tokens are held. Loss of the private keys can lead to irretrievable loss of the Tokens.

c. Protocol
The Tokens shall be based on a certain protocol. Thus, a malfunction, unintended function, or unforeseen operation of the protocol may cause the Tokens to become defective or function unexpectedly or unintentionally. The same is applicable to networks in which Replacement Tokens are based.

d. Risks of Theft and Hacking
Hackers or other groups or organizations may attempt to interfere with the Participant’s wallets, the Ecosystem or the Tokens in variety of ways, including but not limited to denial of service attacks, Sybil attacks, spoofing, smurfing, malicious attacks or consensus-based attacks, which may result, e.g., in Tokens being stolen or inaccessible without change of recovery. Blockchains are exposed to mining attacks which may put the smart contract at risk.

e. Risk of Security Vulnerabilities in the Source Code of the Tokens or any Associated Software and / or Infrastructure
There is a risk that the Tokens may unintentionally contain flaws or bugs in its source code that affect the use of Tokens or cause the loss of a Token.