Terms of Sale

These Terms of Sale apply to the purchase of Envoy Foundation creator tokens (“TOKEN”) and Utility NFTs (“uNFTs”) from members.envoy.foundation.

Envoy Foundation is a limited liability company according to Australian law.

Envoy Foundation operates a digital platform under members.envoy.foundation ("Website") where Users have the opportunity to receive digital fan engagement services related to Envoy Foundation ("Fan Platform"). For this purpose, Envoy Foundation offers a mobile app, through which the Fan Platform can also be used by Users.

These Terms of Sale govern the sale and transfer of TOKEN and uNFTs ("Token Purchase") as well as the rights arising from the ownership of TOKEN and uNFTs. Please read these Terms of Sale carefully. If you do not agree to these terms and conditions, you cannot purchase TOKEN.

NOTE: TOKEN are so-called utility tokens, which only entitle to use the services offered on the digital platform of Envoy Foundation in the Fan Ecosystem. TOKEN are not securities or other financial instruments. In particular, TOKEN do not grant any claims for interest or dividend payments or even shareholder rights in relation to Envoy Foundation.

1 Exclusion of participation

The following natural persons and legal entities, as well as partnerships, are excluded from registration and from participating in the Token Purchase:

• Any person domiciled or habitually resident in jurisdictions in which the offering of cryptographic tokens is not permitted, or in countries listed by the European Commission as high-risk third countries, or other jurisdictions supervised by the Financial Action Task Force (FATF).

2 Tokens and Utility NFTs

2.1 TOKEN are cryptographic tokens based on an Ethereum-based private blockchain and the ERC-20 standard, the transferability of which by the individual user outside the services provided for in the Fan Ecosystem (2.3) is not currently planned.

2.2 Except as expressly provided in these terms of sale, TOKEN does not grant any rights of any kind against Envoy Foundation. In particular, TOKEN does not grant any ownership, distribution, revenue, liquidation, or ownership rights (including all forms of intellectual property) or any other property or other rights with respect to Envoy Foundation or any affiliates.

2.3 uNFTs are non-fungible tokens based on an Ethereum-based private blockchain and the ERC-1155 standard. They reference and point to a media file that may contain additional metadata.

2.4 Except as expressly provided in these terms and conditions, uNFTs do not grant any rights of any kind against Envoy Foundation. In particular, uNFTs do not grant any ownership, distribution, revenue, liquidation, or ownership rights (including all forms of intellectual property) with respect to the media connected to the uNFT. uNFTs also do not grant any other property or other rights with respect to Envoy Foundation or any affiliates.

2.5 TOKEN and uNFTS should be able to be used by Users to unlock and use fan engagement services offered in the Fan Ecosystem. This includes the following services:

• Boost function

Within the Fan Ecosystem, Users have the opportunity to create their own content (so-called User-generated content - UGC). This allows Users to make suggestions to Envoy Foundation for certain actions to be taken (so-called Fan Proposal). To give content and user generated content more visibility, Users can boost the content of their own and other Fan Proposals by using TOKEN. Other Users can comment on suggestions and give their own comments more visibility by using TOKEN.

• Ideation Missions

In Ideation Missions, Envoy Foundation can provide Users with a concrete question or problem to which they can submit their ideas or suggestions for solutions. Ideation Missions correspond in their functionality to Fan Proposal; only the content of the contributions differs. Users can answer current questions or problems and suggest solutions. These can be viewed, boosted, or commented by other Users. Comments can also be boosted by Users using TOKEN. Ideation missions can be limited to users who hold specific uNFTs in their wallets, as defined by Envoy Foundation.

• Votings

The Voting module allows users to cast votes among themselves. In order to participate in a vote and give their own vote more "weight", users use TOKEN. Votings can be limited to users who hold specific uNFTs in their wallets, as defined by Envoy Foundation.

• Content

In the Content module the User finds multimedia content (e.g. videos, podcasts etc.), Users can "consume" this content. Certain content is only available to Users who "unlock" it with TOKEN or who hold specific uNFTs in their wallets. All content can be boosted with TOKEN.

3 User registration and dashboard

3.1 In order to purchase TOKEN or uNFTs, the user needs to create a FanID on the website me.fan. FanID is a blockchain identity service provided by Liquiditeam GmbH. The user can then authorize his FanID for use with the Envoy Foundation App. The registration as well as the confirmation of the registration of FanID is a mandatory requirement for the purchase of TOKEN and uNFTs. The specific General Terms and Conditions (GTC) for the use of Envoy Foundation App apply to the registration. Neither the registration nor the registration confirmation gives the User a legal claim to the actual execution of the token purchase.

3.2 The User is provided with a dashboard as part of his registration. In the dashboard, the User can view, change and supplement all the information he has provided. In addition, the User can view his token purchases, manage his subscriptions and make further purchases.

4 Token purchase

4.1 The purchase of TOKEN and uNFT is only possible via the Website or mobile app operated by Envoy Foundation. In order to access the Website or use the mobile app, the User needs a computer or a mobile device equipped with an internet connection.

4.2 To purchase TOKEN and uNFT, the User must first be logged in with his personal access data on the Website or mobile app ("log-in").

4.3 In principle, the User can choose between various options for the purchase of TOKEN and uNFTs:

a) The User can take out monthly or annual subscriptions of various tiers, through which the User receives TOKEN and or uNFTs on a monthly or annual basis ("subscriptions").

b) The User buys individual packages of different sizes (S, M, L), at a fixed price, which grant him a certain number of TOKEN ("individual packages").

c) The User buys individual uNFTs at a specified price

The current list of prices and services, which is an integral part of these Terms of Sale, shall apply. The prices for subscriptions and individual packages are displayed to the Users during product selection and are inclusive of VAT.

4.4 After the User has selected the subscription, individual package or uNFT he/she wishes to purchase, he/she is given the opportunity to check his/her selection and correct it if necessary before the purchase process is completed. The User then selects the desired payment method (see Section 5) and makes a binding offer to purchase TOKEN or a uNFT by clicking on the "Buy" button to complete the purchase process. These Terms of Sale are made available to the User for retrieval and download when the User places his order. The User shall be informed of the receipt and acceptance of his purchase offer (conclusion of contract) immediately afterwards by e-mail.

4.5 There is no entitlement to a refund of payments for TOKEN and uNFTs - with the exception of the legal regulation, e.g. in the case of withdrawal - or the return of TOKEN and uNFTs themselves.

5 Payments

5.1 TOKEN and uNFTs can only be purchased in AUD. The User can choose between the following payment methods:

• credit card
• wire transfer

In the case of purchases by credit card, the credit card account will be debited before the TOKEN or uNFT is made available in the User's dashboard. Envoy Foundation reserves the right not to offer certain payment methods and to refer to other payment methods each time TOKEN or uNFT is ordered.

5.2 Payment is made on a one-time, monthly, or annual basis, depending on the User's choice and the selected product (4.3), in each case before the TOKEN or uNFT is made available in the User's dashboard.

5.3 Any fees or costs incurred in the execution of the payment shall be borne by the User.

5.4 Any refund, for whatever legal reason, will be made in the same currency and by the same means of payment as the User who originally used the payment, unless otherwise expressly agreed.

6 Renewal of subscriptions and cancellation

6.1 Subscriptions shall commence on the day the contract is concluded (Section 4.4.).

6.2 Monthly or annual subscriptions are extended by one month or one year respectively if they are not canceled before with a notice period of 1 week before the beginning of the extension.

6.3 The termination must be declared to Envoy Foundation in text form (e.g. by e-mail). The User also has the possibility to validly declare the termination directly via a button "Terminate Subscription" set up in his dashboard, without the need for further explanations.

7 Liability

7.1 Envoy Foundation is liable for intent and gross negligence. In addition, [x] is liable for the negligent violation of obligations, the fulfillment of which makes the proper execution of the contract possible in the first place, the violation of which endangers the achievement of the purpose of the contract and on the compliance of which the User may regularly rely (cardinal obligations). In the latter case Envoy Foundation is only liable for the foreseeable damage typical for the contract. LT is not liable for the slightly negligent violation of other obligations than those mentioned in the preceding sentences.

7.2 The aforementioned exclusions of liability do not apply to injury to life, body and health.

7.3 Liability under the German Product Liability Act (ProdHaftG) remains unaffected.

7.4 § 44a of the German Telecommunications Act (TKG) remains unaffected.

8 Miscellaneous

8.1 These Terms of Sale are written in English. Translations of these Terms of Sale into other languages are for information purposes only. In case of contradictions between the English version and translations, the English version shall prevail.

8.2 If any provision of these Terms of Sale or any future amendment to these Terms of Sale or any future amendment to these Terms of Sale shall be invalid or unenforceable in whole or in part, or shall later lose its legal validity or enforceability, the validity of the remaining provisions of the Terms of Sale shall not be affected thereby.

8.3 Australian law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Australian conflict of law provisions.

8.5 The non-exclusive place of jurisdiction is Australia.