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XSAT token sale Terms and Conditions

PLEASE READ THESE TERMS TOGETHER WITH THE POLICIES CAREFULLY BEFORE USING ANY PART OF THE SATURN COMPANY SERVICES.

XSAT token sale Terms and Conditions

The following Terms and Conditions (“Terms“) govern your (“you” or the “Purchaser”) purchase of cryptographic tokens (“XSAT”) from Saturn Company, an exempted company registered in the Czech Republic (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 XSAT token sale.

If you do not agree to these terms, do not purchase XSAT from the Company. By purchasing XSAT 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@saturn.black. By purchasing XSAT, 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 “Saturn Black Team​”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of XSAT, including losses associated with the terms set forth below.

DO NOT PURCHASE XSAT IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING XSAT, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE XSAT.

PURCHASES OF XSAT 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 ETHEREUM 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 XSAT DURING THE SALE, THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH OR XSAT RESULTING FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE XSAT OR PARTICIPATE IN THE SALE OF XSAT. YOUR PARTICIPATION IN XSAT 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 XSAT TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:

  1. Conditions to XSAT token sale

YOU MAY NOT MAKE AN ACQUIRE A XSAT TOKEN IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF THE UNITED STATES OF AMERICA, A CITIZEN OR RESIDENT OF NEW ZEALAND, OF SINGAPORE, OF THAILAND.

When you purchase or otherwise receive a XSAT token, you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the XSAT tokens:

  •       neither the Company nor any of the Saturn Black Team has provided you with any advice regarding whether XSAT is a suitable investment for you;
  •       you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
  •       you are legally permitted to receive and hold and make use of XSAT in your and any other relevant jurisdiction;
  •       you will supply us with all information, documentation or copy documentation that we require in order to allow us to accept your purchase of XSAT and allocate XSAT to you;
  •       you have not supplied us with information relating to your acquisition of XSAT or otherwise which is inaccurate or misleading;
  •       you will provide us with any additional information which may be reasonably required in order that we can fulfil our legal, regulatory and contractual obligations, including but not limited to any anti-money laundering obligation;
  •       you will notify us promptly of any change to the information supplied by you to us;
  •       you are of a sufficient age (if an individual) to legally obtain XSAT, and you are not aware of any other legal reason to prevent you from obtaining XSAT;
  •       you take sole responsibility for any restrictions and risks associated with receiving and holding XSAT, including but not limited to these set out in Annex 1;
  •       by acquiring XSAT, you are not making a regulated investment, as this term may be interpreted by the regulator in your jurisdiction;
  •       you are not obtaining or using XSAT for any illegal purpose, and will not use XSAT for any illegal purpose;
  •       you waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of XSAT;
  •       your acquisition of XSAT not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
  •       to the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of XSAT and/or the Ethereum Network;
  •       you accept that XSAT is created and you obtain XSAT on an “as is” and “under development” basis. Therefore, provided the Company acts in good faith, you accept that the Company is providing XSAT without being able to provide any warranties in relation to XSAT, including, but not limited to, title, merchantability or applicability for a particular purpose;
  • you accept that you bear sole responsibility for determining if: (a) the acquisition, the allocation, use or ownership of XSAT; (b) the potential appreciation or depreciation in the value of XSAT over time, if any; (c) the sale and purchase of XSAT; and/or (d) any other action or transaction related to XSAT has tax implications.
  1. Overview of XSAT sale

XSAT is required for proper operation and comprehensive utilization of Saturn platform (as defined in the white paper (the “White Paper”) provided at https://saturn.black (the “Website”) as of the date the Purchaser acquires XSAT token). After the XSAT sale, each XSAT supports markets from the list of trading instruments on the Saturn platform, as a quote asset, as described in the White Paper. To the extent they do not contradict these Terms, the rights connected to XSAT are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms.

Total XSAT emission is 1,000,000,000. Total supply of XSAT will be fixed after the end of the XSAT sale. Additional emission of XSAT is possible with a greater market demand, followed by the destruction of excess unallocated XSAT. Ownership of XSAT during the XSAT token sale carries no rights express or implied. Purchases of XSAT are non-refundable.

  1. XSAT Price and Distribution

Purchasers in the XSAT token sale will be allocated their XSAT tokens in exchange for BTC, ETH, BCH, LTC, XMR, XRP, XLM, DASH at the following rate:

  • Private Sale.

Up to 250,000,000 XSAT will be distributed.

Percentage ratio – 25%

Price is equal to 1 XSAT = 0.075 USD.

Unallocated XSATs at current stage will be offered at Pre-Sale at a price of Pre-Sale;

  • Pre-Sale.

Up to 250,000,000 XSAT will be distributed.

Percentage ratio – 25%

Price is equal to 1 XSAT = 0.1 USD.

Unallocated XSATs at current stage will be offered at Public Sale at a price of Public Sale;

  • Public Sale.

Up to 250,000,000 XSAT will be distributed.

Percentage ratio – 25%

Price is equal to 1 XSAT = 0.125 USD.

At this stage, Saturn platform accepts for payment the additional assets which listed on the website, at a price equivalent to 1 XSAT = 0.15 USD

 

  • Reserve for launching services from the Roadmap.

Up to 50,000,000 XSAT will be distributed.

Percentage ratio – 5%

  • Bounty program.

Up to 100,000,000 XSAT will be distributed.

Percentage ratio – 10%

  • Distribution for project team.

Up to 100,000,000 XSAT will be distributed.

Percentage ratio – 10%

Of them:

50,000,000 XSAT are frozen until March 17, 2019 – 4 months from the date of issue

token

50,000,000 XSAT are frozen until November 17, 2019 – 12 months from the date

of issue token

After summarizing the Token Sale, XSAT token will be listed on the IDEX and HITBTC exchanges to the BTC, ETH and StableCoins pairs.The company refuses to be responsible for the price level in public markets, as it refuses to be responsible for the possible expected liquidity of the XSAT instrument, after listing on public market upon completion of Token Sale.

The US Dollars to BTC and other coins and tokens exchange rate are used to dynamically set the BTC and other coins and tokens to XSAT rate. As a result, for the duration of the XSAT sale, the price to purchase a XSAT will be set as an amount in BTC, ETH and other coins and tokens.

Purchaser must have Ethereum wallet that supports the ERC-20 token standard in order to receive any XSAT purchased from the Company.

  1. Timing of XSAT Token Sale

The XSAT sale begins on the 17th November 2018. The XSAT sale will run for 45 calendar days and will end on the 31th December 2018 or when the XSAT sale cap is reached. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.

The general public will be able to see the total number of XSAT tokens currently sold, as well as the distribution of all XSAT tokens between the participating Ethereum accounts. In the spirit of openness, the Company will constantly update on the Website the number of tokens sold as well as the share of XSAT tokens allocated to the shareholders of Company. Furthermore, the Ethereum accounts used to store ETH during the XSAT sale duration will publically available and their balances will also be made available on the Website.

  1. After the XSAT Token Sale

The Purchasers should have no expectation of influence over governance of the Company.

Prior to a Purchaser selling XSAT after the XSAT token sale completion, such Purchaser shall ensure that the buyer of any such XSAT undertakes to comply with all the provisions of these Terms as if such person were a Purchaser in the XSAT token sale. Or the last of them can buy XSAT token on the exchange in accordance with their terms and conditions.

  1. The Company will not purchase XSAT during the XSAT Sale

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

  1. All purchases of XSAT are final

All purchases of XSAT are final. Purchases of XSAT are non-refundable. By purchasing XSAT, the purchaser acknowledges that neither the Company nor any of its affiliates, directors or sharehodelrs are required to provide a refund for any reason.

If the Company believes, in its sole discretion, that any individuals or entities owning XSAT creates material regulatory or other legal risks or adverse effects for the Company and/or XSAT, the Company reserves the right to: (a) buy all XSAT from such XSAT owners at the then-existing market price and/or (b) sell all cryptocurrency assets of the Company.

  1. Taxation of XSAT and taxation related to the Token sale

The Purchaser bears the sole responsibility to determine if the purchase of XSAT with BTC and other coins and tokens (of those listed on the Website) or the potential appreciation or depreciation in the value of XSAT over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing XSAT, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of XSAT.

  1. Privacy

The Purchasers may be contacted by email by the Company. Such emails will be informational only. The Company will not request any information from Purchasers by e-mail, except for the information that is described in our Privacy Policy, located on the Website.

  1. Disclaimer of Warranties

The purchaser expressly agrees that the purchaser is purchasing  XSAT at the purchaser’s sole risk and that XSAT 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 Saturn Black Team warrants that the process for purchasing XSAT will be uninterrupted or error-free.

  1. Limitations waiver of liability

The purchaser acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to (a) use of, or inability to use, XSAT or (b) the Saturn Black Team under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the Saturn Black Team shall be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, XSAT, or arising out of any interaction with the smart contract implemented in relation to XSAT. The purchaser further specifically acknowledges that the Saturn Black Team is not liable for the conduct of third parties, including other purchasers of XSAT, and that the risk of purchasing and using XSAT rests entirely with the purchaser.

  1. Complete Agreement

These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of XSAT. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of XSAT and supersede any public statements about the XSAT token sale made by third parties or by the Saturn Black Team or individuals associated with any of the Saturn Black Team, past and present and during the XSAT token sale.

  1. Severability

The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

  1. No waiver

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the Saturn Black Team shall be deemed a modification of these Terms nor be legally binding.

  1. Updates to the terms

The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing XSAT. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.

  1. Cooperation with Legal Authorities

The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.

  1. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Saturn Black Team from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (a) your purchase or use of XSAT; (b) your responsibilities or obligations under these Terms; (c) your violation of these Terms; or (d) 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 this Section 17. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

  1. Security

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold XSAT purchased from the Company, 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. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.

  1. Language

Currently, only English versions of any Saturn’s communications is considered official. The English version shall prevail in case of differences in translation.

  1. Governing Law

The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with Czech law.

  1. Arbitration

Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration court of the Czech Republic which will be deemed to be incorporated by reference into this clause, save for any waiver of any rights the parties would otherwise have to any form of appeal or recourse to a court of law or other judicial authority, which rights are expressly reserved. The number of arbitrators shall be three. The seat of the arbitration shall be Praha. The language of the arbitration shall be English.

A dispute arising out of or related to these Terms is personal to you and the 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.

 

ANNEX 1

XSAT Risks

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

  1. Risk of Losing Access to XSAT 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 XSAT stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing XSAT will result in loss of such XSAT. 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 XSAT. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store XSAT in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your XSAT. 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 XSAT, or provides an address that is not ERC-20 compatible, may result in the loss of your tokens.

  1. Risks Associated with the Ethereum Protocol, CoinPaiments and Swap payment gateways

The Company is not responsible for any failures with Ethereum protocol, because XSAT and the Saturn platform are based on the Ethereum protocol and any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the platform or XSAT. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the XSAT and the platform, including the utility of the XSAT for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.

Also, the Company is not responsible for any failures in the CoinPaiments and Swap payment gateways used for making payments on the Saturn platform, as well as possible hidden vulnerabilities and their consequences.

But, we pledge to take all possible actions to eliminate the above-mentioned problems as soon as we become aware of them.

  1. Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, XSAT are susceptible to attacks by miners in the course of validating XSAT transactions on the Ethereum 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 Platform and XSAT, including, but not limited to, accurate execution and recording of transactions involving XSAT.

  1. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Platform or XSAT 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 XSAT, including the utility of XSAT for obtaining services.

  1. Risks Associated with Markets for XSAT

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

  1. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, XSAT 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.

  1. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of XSAT 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 Saturn platform and XSAT. 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 XSAT. Regulatory actions could negatively impact the Platform and XSAT in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of XSAT constitutes unlawful activity or that XSAT are a regulated instrument that require 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.

  1. Risks Arising from Taxation

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

  1. 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 Saturn services.

  1. Risks Arising from Lack of Governance Rights

Because XSAT confer no governance rights of any kind with respect to the Saturn 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 XSAT you own, including their utility for obtaining services.

  1. Unanticipated Risks

Cryptographic tokens such as XSAT are a new and untested technology. In addition to the risks included in this Annex 1 of these Terms, there are other risks associated with your purchase, possession and use of XSAT, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Annex 1 of these Terms.

 

For further information regarding the XSAT sale, please contact info@saturn.black