Terms & Conditions

12th December 2022

The following Terms and Conditions (“Terms”) govern your (“you” or the “Purchaser”) purchase of cryptographic tokens (“NTV”) from Nativ Metaverse Ltd, a private limited company registered in the UK, 71-75 Shelton Street, London, WC2H 9JQ (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms. This document is not a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. This document describes the NTV token sale.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE NTV FROM THE COMPANY. BY PURCHASING NTV FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT THE COMPANY AT INFO@NATIVMETAVERSE.COM.

By purchasing NTV, and to the extent permitted by law, you are agreeing not to hold any of the Company and its 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 “Nativ Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of NTV, including losses associated with the terms set forth below.

PURCHASES OF NTV SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF CRYPTOGRAPHIC TOKENS, INCLUDING VARIOUS SMART CHAIN TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF NTV DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR NTV RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE NTV OR PARTICIPATE IN THE SALE OF NATIV. YOUR PARTICIPATION IN NATIV SALE IS DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED IN THIS PARAGRAPH.

PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE NTV TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:

#1 The conditions of the NTV token sale

YOU MAY NOT MAKE OR ACQUIRE A NTV TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, OR OTHER COUNTRIES WHERE THE CRYPTOCURRENCIES ARE PROHIBITED BY LAW.

#2 The Company Will Not Purchase NTV token During the Nativ Sale

The Company warrants that neither it nor its shareholders will purchase NTV during the Nativ sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase NTV from any third party during the period of the NTV sale.

#3 All purchases of NTV are final

ALL PURCHASES OF NTV ARE FINAL. PURCHASES OF NTV ARE NON- REFUNDABLE. BY PURCHASING NTV, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHOLDERS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.

#4 Disclaimer of Warranties

THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING NTV AT THE PURCHASER’S SOLE RISK AND THAT NTV IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE NATIV TEAM WARRANTS THAT THE PROCESS FOR PURCHASING NTV WILL BE UNINTERRUPTED OR ERROR-FREE.

#5 Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, Nativ is 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 Company, to offer recourse to you.

#6 Risk of Losing Access to Nativ cold wallets Due to Loss of Private Key(s), Custodial Error or Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of NTV stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing NTV will result in loss of such NTV. 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 NTV. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store NTV in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your NTV. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving NTV, or provides an address that is not compatible to the appropriate network, may result in the loss of your Tokens.

#7 Risks Associated with the chosen Network

Because NTV and the Nativ platform are based a 3rd party network, any malfunction, breakdown or abandonment of that network may have a material adverse effect on the platform or NTV. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the NTV and the platform, including the utility of the NTV for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the network.

#8 Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the various networks, NTV are susceptible to attacks by miners in the course of validating NTV transactions, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the platform and NTV, including, but not limited to, accurate execution and recording of transactions involving NTV.

#9 Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the platform or NTV in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform 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 platform, which could negatively affect the platform and NTV, including the utility of NTV for obtaining services.

THE NATIV TEAM WARRANTS THAT THE PROCESS FOR PURCHASING NTV WILL BE UNINTERRUPTED OR ERROR-FREE.

Nativ INVESTMENTS RISKS:

By purchasing, owning, and using NTV, you expressly acknowledge and assume the following risks:

#1 Risk of Losing Access to NTV Due to Loss of Private Key(s), Custodial Error or Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of NTV stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing NTV will result in loss of such NTV. 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 NTV. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store NTV in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your NTV. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving NTV, or provides an address that is not network compatible, may result in the loss of your Tokens.

#2 Risks Associated with the chosen Network

#3 Risk of Hacking and Security Weaknesses

#4 Risks Associated with Markets for NTV

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 NTV (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.

#5 Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, NTV 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 Company, to offer recourse to you.

#6 Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of NTV 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 Nativ platform and NTV. 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 platform and NTV. Regulatory actions could negatively impact the platform and NTV in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of NTV constitute unlawful activity or that NTV is a regulated instrument that requires registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The 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.

#7 Risks Arising from Taxation

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

#8 Risk of Competing platforms

It is possible that alternative platforms could be established that utilize the same open-source code and protocol underlying the platform and attempt to facilitate services that are materially similar to the Nativ services.

#9 Risks Arising from Lack of Governance Rights

Because NTV confers no governance rights of any kind with respect to the Nativ platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any NTV you own, including their utility for obtaining services.

#10 Unanticipated Risks

Cryptographic tokens such as NTV are new and untested technology. In addition to the risks included in this Annex A of these Terms, there are other risks associated with your purchase, possession and use of NTV, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex A of these Terms. Further Information

For further information regarding the NTV sale, please contact info@nativmetaverse.com

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