EARNPARK PLATFORM LLP, a limited liability partnership duly incorporated and validly existing under the laws of the United Kingdom of Great Britain and Northern Ireland, registration number OC442773, formed on 22 June 2022, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX (hereinafter referred to as the “Company”, “we”), HEREBY INVITES everyone who (i) is interested to purchase the Tokens (as defined below) for use on the EarnPark digital platform available on the Internet at https://earnpark.com/ website and (ii) is not a Restricted Person (as it defined below) ("Buyer", "you") to make an offer addressed to the Company to enter into this Agreement (as it defined below) upon the terms and subject to the conditions set out below.

If you meet the criteria of being a Buyer, you are entitled to make an offer on an acquisition of compatible tokens "PARK" distributed on the blockchain network ("Tokens") in the amount you want by sending the amount of payment into the Platform. To do this, you should follow the instructions screened in your User Account on the Website according to the Terms of Use of the Platform.

Your transfer of the payment for the Tokens, either by way of fiat money or an acceptable digital token, will constitute your willingness to enter into the Agreement with the Company upon the terms and subject to the conditions set out herein. If you do not agree to the terms and conditions set out herein, do not make any payment into the Platform to purchase the Tokens.

If the Company agrees to your offer made in a specified manner, it will distribute the Tokens to you subject to the terms and conditions set out in the Agreement. Your receipt of the Tokens on your Wallet address shall constitute the due conclusion of the Agreement in respect of such Tokens.

If the Company for whatever reason rejects your offer, the Agreement shall not be deemed as concluded and your funds will be refunded by the Company. In this case, any refunds made in your favor will be reduced by an amount of any expenses that the Company has incurred or may incur in the future in this regard, including any exchange fees, bank fees, agency and brokerage fees, remunerations, taxes, charges, fees for blockchain transactions, etc.

The Company reserves its right to reject any of your offers at its sole and absolute discretion, even if it is made in a proper manner.

1.1. In addition to the definitions contained elsewhere in the text of this Agreement and unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:

"Agreement" means this token sale agreement, together with all exhibits hereto that can be set by the Company, as may be amended, revived, replaced, and/or reinstated from time to time;

"Buyer" means any person who is not a Restricted Person (as defined in Clause 4.2.1 below) and who has made an offer addressed to the Company in order to enter into this Agreement;

"Company" means EARNPARK PLATFORM LLP,, a limited liability partnership duly incorporated and validly existing under the laws of the United Kingdom of Great Britain and Northern Ireland, registration number OC442773, formed on 22 June 2022, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX;

"Damages" means damages, losses, liabilities, costs (including legal costs and experts’ and consultants’ fees), charges or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses;

"Fiat Currencies" means the legal tender currency circulated in a specific country or region, such as US Dollars, Singapore Dollars, Euros, Russian Rubles, etc.;

"Cryptocurrency" means Bitcoin (BTC), Ether (ETH) and other cryptocurrency which the Company will accept as the payment for Tokens;

"Blockchain" means an open-source, public, blockchain-based distributed computing network featuring smart contract (scripting) functionality;

"Wallet" means the Buyer’s digital (cryptocurrency) wallet for making operations with Tokens.

"Intellectual Property" means any right, title or interest, throughout the world, to any patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in models, rights in computer software, rights in smart contract, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;

"Notices" has the meaning as set out in Clause 13.7.1;

"Privacy Policy" means the document describing the methods of how the Company collects, uses, and releases information collected from the Buyers available on the Website (as may be amended from time to time);

"Restricted Persons" has the meaning as set out in Clause 4.2.1;

"Services" means the services and other use cases that the Company provides to the holders of the Tokens via the EarnPark platform and which are more specifically described in the White Paper;

"Terms of Use" means the document describing the terms of use of the Website and the EarnPark platform (as may be amended from time to time);

"Tokens" means tokens "PARK" distributed on the blockchain network as described in the Whitepaper;

"Platform" means the EarnPark Platform;

"User Account" means a personal Account of the User created for using the Platform during the registration on the Platform;

"Website" means https://earnpark.com/ and all sub-domains and all the respective pages; and

"Whitepaper" means the electronic document describing the Tokens and the EarnPark platform that has been made available on the Website (as may be amended from time to time).

2.1 Acceptance of this Agreement, Terms of Use and Whitepaper

2.1.1 This Agreement shall be effective and binding on the Company and the Buyer when the Buyer receives the Tokens on the Buyer’s digital (cryptocurrency) Wallet address.

2.1.2 The Company has established the Terms of Use, as may be amended from time to time upon the Company's sole discretion, which are hereby incorporated by reference. The Buyer has read, understood, and agreed to those terms.

2.1.3 The Company has prepared the Whitepaper, as may be amended from time to time upon the Company’s sole discretion, which is hereby incorporated by reference. The Buyer has read and understood the Whitepaper and its contents. The content of the Whitepaper is not binding on the Company and is subject to change in line with ongoing research and development of the Tokens.

2.2 No Partner Relationship between Buyer and Company.

2.2.1 The Company and the Buyer are independent contractors, and neither party hereto, nor any of their respective affiliates, is an agent of the other party for any purpose somehow related to this Agreement or has the authority to bind the other party.

2.2.2 Purchasing of the Tokens from the Company does not create any form of partnership, joint venture, or any other similar relationship between the Buyer and the Company.

3.1 Restricted Use of Tokens

3.1.1 The Tokens are intended to be used:

3.1.2 The Buyer hereby explicitly accepts and agrees that:

3.1.3 Important additional details regarding the Tokens and the Services are provided in the Whitepaper.

3.2 No Rights Created by Tokens

3.2.1 Ownership of the Tokens carries no rights, express or implied, other than the right to use the Tokens as specified in Clause 3.1.1 above. In particular, the Tokens:

3.2.2 Acquisition of the Tokens from the Company does not present an exchange of payment (Cryptocurrencies or Fiat Currencies) for any form of shares in the Company or the Intellectual Property. For the avoidance of doubt and irrespective of the provisions of the Whitepaper, the Buyer is not entitled to any guaranteed form of dividends, revenue distributions, and voting rights.

3.2.3 For the purpose of this Agreement, the Tokens shall be viewed as software with cryptographic elements that are sold out as a utility functionality. The Company may, from time to time, launch various incentive programs for the holders of the Tokens to encourage and promote usage of the Tokens.

3.3 Not for Investment Purposes

3.3.1 Although the Tokens may be tradable, they are not an investment, currency, security, a swap on a currency, security, or commodity, or any other kind of financial instrument. The Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.

3.3.2 The Tokens may be exchangeable on cryptographic token exchanges. However, none of the Company shall give warranties or representations that the Tokens will be exchangeable on such exchanges.

3.3.3 This Agreement does not constitute a prospectus of any sort, is not a solicitation for investment, and does not pertain in any way to an initial public offering or a share/equity offering, and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the Token functionality and the smart contract.

3.4 Funds Collected through Token Sale

3.4.1 Funds collected through the Token Sale will be utilized by the Company in its sole discretion, including for the development and implementation of the Company’s business proposal and/or for launching any future Token functionality.

3.5 Possibility of Change in Functionality of Tokens

3.5.1 The Company is in the process of undertaking a legal and regulatory analysis of the functionality of the Tokens. Following the conclusion of this analysis, the Company may decide to amend the intended functionality of the Tokens in order to ensure compliance with any legal or regulatory requirements to which the Tokens are subjected. The Company shall publish a notice on the Website of any changes in the functionality of the Tokens and it is the Buyer's responsibility to regularly check the Website for any such notices.

4.1 General Provisions on Token Sale Procedures

4.1.1 Information about the price, conditions, and specific procedures for how the Buyer should purchase the Tokens will be provided on the Website. The Company will never publish any token sale account or address anywhere except on the Website.

4.1.2 By sending payment for the Tokens, the Buyer acknowledges that he understands and has no objection to these procedures and material specifications. Failure to follow such procedures may result in the Buyer not receiving any Tokens.

4.1.3 The Buyer's purchase of the Tokens from the Company is final, and there will be no refunds of any payment or cancellations of any offer for the purchase of the Tokens except under any circumstances as may be expressly provided in the binding legal documentation published on the Website or as may be required by applicable laws or regulations.

4.1.4 The Company reserves the right to refuse or reject the offers made by any Buyer on the acquisition of the Tokens at any time at the Company's sole discretion, including cases when the information provided by the Buyer upon any request is not sufficient, inaccurate or misleading, the Buyer is deemed to be a Restricted Person, or the Buyer has not complied with any of the requirements of the Terms of use of the Platform.

4.1.5 To the extent that the Company refuses or rejects the offers made by any Buyer on acquisition of the Tokens, the Company will exercise reasonable endeavors to procure that the transferred payment is refunded to the Buyer in the amount defined in accordance with this Agreement subject to deduction of any expenses that the Company has incurred or may incur in the future in this regard, including any exchange fees, bank fees, agency and brokerage fees, remunerations, taxes, charges, fees for blockchain transactions, etc. However, the Company does not warrant, represent, or offer any assurances that the Company will successfully be able to recover and/or return any such transfers.

4.1.6 The Buyer shall provide an accurate digital wallet address to the Company or create one during the registration procedure (if applicable) for receipt of any Tokens distributed to the Buyer pursuant to this Agreement.

4.2.Persons who are Restricted to Purchase Tokens

4.2.1 The Tokens are not being offered or distributed to, as well as cannot be resold or otherwise alienated by their holders to the following restricted persons ("Restricted Persons"): citizens of natural and legal persons, having their habitual residence, location or their seat of incorporation in the following countries or territories: Afghanistan, The Bahamas, Barbados, Botswana, Cambodia, Canada, Crimea, Ghana, Iraq, Iran, Jamaica, Myanmar/Burma, Nicaragua, North Korea, Pakistan, Syria, Trinidad and Tobago, Uganda, Vanuatu, Yemen, Zimbabwe, United Kingdom, United States, or in other countries or territories where transactions of digital tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective.

4.2.2 Restricted Persons are strictly prohibited and restricted from purchasing the Tokens, and nothing in this Agreement shall constitute a solicitation from the Restricted Persons of the offer for purchases of Tokens and usage by the Company.

4.2.3 It is solely the Buyer's obligation to verify at the time of making payment for the Tokens:

4.2.4 If a Restricted Person purchases the Tokens, such Restricted Person has done so on an unlawful, unauthorized, and fraudulent basis. In such a case, any transactions and operations entered into by the Restricted Person in respect of the Tokens shall be null and void, including, but not limited to, the following:

4.2.5 None of the Company shall be bound by a transaction or an operation specified in Clause 4.2.4, and the respective Company may, in its sole discretion:

4.2.6 Any Restricted Person purchasing the Tokens shall be solely liable for Damages caused to the and shall indemnify, defend, and hold harmless the Company from any Damages incurred by the Company that arise from or as a result of such Restricted Person’s purchase of the Tokens.

5.1 The Buyer acknowledges and agrees that there are risks associated with purchasing the Tokens, holding the Tokens, transferring the Tokens, and using the Tokens for receiving the Services on the Platform.

5.2 By sending payment for the Tokens, the Buyer expressly acknowledges and assumes these risks.

6.1 The Buyer shall implement reasonable measures to secure the Buyer’s wallet, vault or other storage mechanisms utilized to receive and hold the purchased Tokens, including any requisite private keys or other credentials necessary to access such storage mechanisms.

6.2 In the event that the Buyer is no longer in possession of his/her private keys or any device associated with his/her account or is not able to provide his/her login or identifying credentials, he may lose all of his/her Tokens and/or access to his/her User Account. The Company is under no obligation to recover any Tokens for and on behalf of the Buyer and is not liable for any such loss of the Buyer's Tokens.

7.1 The Company reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on the Buyers if deemed necessary or it becomes required under any applicable laws.

7.2 Upon the Company’s request, the Buyer shall immediately provide the necessary information and documents that the Company, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards, or sworn statements. The Company may, in its sole discretion, refuse to distribute Tokens to the Buyer until such requested information is provided.

7.3 The Company reserves the right to refuse or reject the Buyer’s offer for the acquisition of the Tokens in the event that the Company has reasons to suspect that the purchase or use of the Tokens is for purposes relating to or in connection with money laundering, terrorism financing, or any other illegal activity. In addition, the Company reserves its right to take any action as it deems necessary, at its sole and absolute discretion, to prevent any activities of money laundering and terrorism financing, including blocking of Buyer's wallet, disclosing any information about such Buyer to the state authorities on their request, etc.

7.4 All payments by the Buyer under this Agreement shall only be made in the Buyer’s name and from a digital wallet or bank account of the Buyer.

8.1 The purchase price that the Buyer pays for the Tokens is exclusive of all applicable taxes. The Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the Tokens, including sales, use, value-added, and similar taxes.

8.2 The Buyer is responsible for withholding, collecting, reporting, and remitting the correct taxes arising from the purchase of the Tokens to the appropriate tax authorities.

8.3 The Company shall not bear any liability or responsibility with respect to any tax consequences to the Buyer arising from the purchase of the Tokens.

9.1 Buyer's Representations and Warranties

9.1.1 By sending payment for the Tokens, the Buyer represents and warrants to the Company that the following representations and warranties are true, accurate, and not misleading as at the date of payment by the Buyer for the purchase of the Tokens and on the date of conclusion of this Agreement.

9.1.2 Buyer's Awareness of Such Transaction, Technology, and Risks:

9.1.3 Authority to Enter into this Agreement:

9.1.4 The Buyer is not a Restricted Person: The Buyer is not a Restricted Person and does not represent a Restricted Person.

9.1.5 No Forgery or Manipulation: The Buyer will not forge or otherwise manipulate any personal or non-personal data requested by the Company in the process of the Buyer's registration (will not use the VPN or other means of distorting the data) or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the Company in the event such necessity arises in connection with the requirements of "Know Your Customer" and "Anti- Money Laundering" frameworks of the Company or in accordance with the applicable law and Clause 7 above.

9.1.6 Compliance with Applicable Laws and Regulations:

9.1.7 Purpose of Purchasing Tokens: The Buyer agrees and certifies that he is acquiring the Tokens for its own personal use and utility and not for investment or any financial purposes.

9.1.8 Legal Source of the Funds Used for the Purchase: The funds, including any digital assets, fiat currency, virtual currency, or Cryptocurrency the Buyer uses to purchase the Tokens, are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and the Buyer will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.

9.1.9 The Buyer agrees that if any of the representations and warranties specified in Clause 9.1 are no longer accurate, he shall immediately cease to use the Tokens.

9.2 No Company’s Representations and Warranties

9.2.1 The Buyer hereby acknowledges and agrees that the Tokens are sold on an "as is", "as available", and "with all faults" basis, and the Tokens will be purchased by the Buyer exclusively at his own risk without any express or implied representations and/or warranties of any kind by the Company.

9.2.2 The Company (if applicable) expressly disclaims all express and implied warranties and representations as to the Tokens. The Company shall not make any representations or warranties, express or implied, including:

9.2.3 Without limiting the specified items in Clauses 9.2.1 and 9.2.2, the Company doesn’t represent or warrant that the process of payment of the Tokens or receiving the Tokens will be uninterrupted, error-free, free, or shall remain free of viruses or other harmful components, or that the Tokens are reliable and error-free. As a result, the Buyer acknowledges and understands that he may lose the entire amount he paid to the Company.

10.1 Limitation of the Company’s Liability

10.1.1 To the fullest extent permitted by applicable laws:

10.1.2 To the fullest extent permitted by applicable laws, the Buyer disclaims any right or cause of action against the Company of any kind in any jurisdiction that would give rise to any Damages whatsoever on the part of the Company.

10.1.3 The Company will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Company's reasonable control.

10.1.4 If the applicable laws do not allow all or any part of the above limitation of liability to apply to the Buyer, the limitations will apply to the Buyer only to the extent permitted by the applicable laws.

10.1.5 The Buyer understands and agrees that it is the Buyer's obligation to ensure compliance with any legislation relevant to his country of domicile concerning the purchase and use of the Tokens and that the Company shall not and will not accept any liability for any illegal or unauthorized purchase or use of the Tokens.

10.2 Indemnification for Losses Incurred by the Company or any of the Company Affiliate

10.2.1 To the fullest extent permitted by applicable laws, the Buyer will indemnify, defend, and hold harmless and reimburse the Company against any and all claims, demands, actions, proceedings, Damages incurred by the Company arising from or relating to:

10.2.2 The Company reserves the sole and absolute right to defend any and all claims, demands, actions, and/or proceedings brought against the Company at the Buyer's sole cost and expense and subject to the Buyer’s indemnification under Clause 10.2.1. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and Company.

10.3 Force Majeure

10.3.1 The Company shall not be liable and disclaim any and all liability to the Buyer in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

10.3.2 If an event of force majeure occurs and a party is injured by the other party’s inability to perform the Agreement, the injured party may, by giving written notice to the other party, elect to suspend this Agreement, in whole or in part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.

10.4 Release

10.4.1 To the fullest extent permitted by applicable laws, the Buyer releases the Company from any responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Buyer and the Company or the acts or omissions of third parties.

10.4.2 The Buyer expressly waives any statute or common law principles that would otherwise limit the coverage of this release to include only those claims that the Buyer may know or suspect to exist in favor of the Buyer at the time of agreeing to this release.

11.1 Applicable Law

11.1.1 This Agreement will be governed by, construed, and enforced in accordance with the laws of the United Kingdom, without regard to conflict of law rules or principles.

11.2 Dispute Resolution

11.2.1 The Buyer and the Company shall cooperate in good faith to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with it ("Dispute"). If the parties hereto are unable to resolve a Dispute within 90 days of notice of such Dispute being received by all parties hereto, such Dispute shall be finally settled in court according to the laws of the United Kingdom.

11.3 Proceedings

11.3.1 Any Dispute not resolved by negotiations shall be referred to and finally resolved by the court under the laws of the United Kingdom.

12.1 This Agreement is automatically terminated if the Buyer terminates the user agreement and stops using the EarnPark platform by deleting the Account on the Platform.

13.1 Entire Agreement

13.1.1 This Agreement, together with the Whitepaper and other documents of the User Agreement that might be published from time to time on the Website, constitutes the entire agreement between the Buyer and the Company relating to the purchase of the Tokens from the Company.

13.1.2 In the event that this Agreement conflicts with the Website or any other documents published from time to time on the Website, this Agreement shall prevail.

13.1.3 This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Buyer and the Company, whether written or verbal, regarding the subject matter of this Agreement.

13.2 Severability

Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, become illegal, invalid, or unenforceable under the laws of any jurisdiction, the legality, validity, or enforceability in that jurisdiction of the other provisions of this Agreement shall not be affected thereby.

13.3 Amendments

The Company reserves the right to change, modify, add, or remove portions of this Agreement for any reason at any time by posting the amended Agreement on the Website. The revised version will be effective at the time the Company posts it unless indicated otherwise. If you do not agree to be bound by the amended or modified Agreement, you must cease accessing or using the Tokens.

13.4 Assignment of Rights and Obligations

The Company may assign its rights and obligations under this Agreement to any person without the Buyer's consent. The Buyer may not assign its right under this Agreement to any person without the Company’s consent.

13.5 No Company's Waiver of Rights

The Company's failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision and will not limit the Company’s right to enforce such right or provision at a later time. All waivers by the Company must be unequivocal and be in writing to be effective.

13.6 Third Party Rights

Except as otherwise provided herein, this Agreement is intended solely for the benefit of the Buyer and the Company and is not intended to confer third-party beneficiary rights upon any other person or entity.

13.7 Notices

13.7.1 All notices, requests, claims, demands, and other communications concerning this Agreement ("Notices") that the Company provides to the Buyer, including this Agreement, will be provided in electronic form by:

13.7.2 Notices provided by posting on the Website will be effective upon posting, and Notices provided by email will be effective when the Company sends the email. It is the Buyer's responsibility to keep his email address current. The Buyer will be deemed to receive any email sent to the email address associated with his account when the Company sends the email, whether or not the Buyer actually receives or reads the email.

13.7.3 Notices that the Buyer provides to the Company must be in English language and delivered to the Company by email at legal@earnpark.com. Such Notices will be effective two business days after they are sent.

13.8 Forward-Looking Statements

13.8.1 This Agreement, the Whitepaper, the Terms of Use, the End-User License Agreement, and any other information provided by the Company or its representatives in writing or orally may include forward-looking statements. In general, forward-looking statements can be identified by the use of words such as "believes", "expects", "does not expect", "is expected", "targets", "outlook", "plans", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or variations of such words and phrases or statements in different languages that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

13.8.2 Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Although the Company believes it has a reasonable basis for making these forward-looking statements, the Buyer must not place undue reliance on such forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks, and uncertainties, both general and specific, which contribute to the possibility that predictions, forecasts, and other forward-looking statements do not occur.

13.9 Interpretation

13.9.1 In this Agreement, unless the context indicates otherwise or the contrary is expressly stated:

13.9.2 The headings in this Agreement are inserted for convenience and reference purposes only and do not affect its interpretation.

13.9.3 The words "hereof", "herein", "hereunder" and "hereby" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

13.9.4 Wherever the word "include," "includes," or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation".

13.9.5 In the event that this Agreement, the Whitepaper, or any other documents that might be published from time to time on the Website conflict with their translated copies, the English version prevails.