14. Legal Terms and Conditions

14.1 GENERAL LEGAL WARNING. The products offered in this white document could lead to the total or partial loss of what was contributed. After their acquisition, the tokens will not be held by entities legally authorized to provide investment services. Blockchain token registration technology is new and can carry significant risks. Tokens or crypto assets may not always be traded on organized markets and may not be liquid.

In case of failure or interruption of the project that carries out the issuance of crypto assets or tokens, they may not be exchangeable for the goods or services described in this document, nor for financial reimbursements of any nature.

Any of the natural and/or collective-based persons related to the issuer, such as the majority shareholders, the companies controlled by the issuer or in which the issuer has an interest and any affiliate, may carry out and continue transactions with other related entities, which may generate conflicts of interest.

In cases of conflict between any of the issuer's affiliates and any related party, it could lead to the suspension of token transactions for reasons unrelated to market forces.

In the event of conflicts of interest being detected, the issuer's management entity will tend to prioritize the interests of the token holder.

The issuer of the crypto assets is solely responsible for the content of this white paper on the issuance of tokens. This has not been reviewed or approved by any competent authority of any constitutionally established State, but the nature of the token has been subject to legal assessment by legal professionals who have issued a legal opinion on the type of PFACE token (utility token).

The information you see on this site does not constitute legal and/or financial and/or business and/or tax advice. You should consult your own legal, financial, tax or other professional advisor before engaging in any activity related to this project.

The technical document of the project will be in constant evolution and the information will be updated when progress or changes are made throughout the development.

14.2 JURISDICTION AND COMPETENCE. Any conflict, incidence or claim derived from this white document and/or from the legal terms and conditions, both of use and/or subscription, will be subject to Estonian legislation.

The buyers waive any other jurisdiction and/or jurisdiction that may correspond to them, therefore, they will submit to the jurisdiction of Estonia and to the jurisdiction of its courts based in Tallinn, Republic of Estonia.

Any difference that may arise in the interpretation and/or the execution of this document and/or its annexes, will be resolved prior to arbitration. Exhausted this instance may resort to contentious jurisdictional channels.

14.3 ACCEPTANCE OF LEGAL TERMS AND CONDITIONS. The subscriber/buyer acknowledges and accepts that these LEGAL TERMS AND CONDITIONS OF SUBSCRIPTION OF THE ISSUANCE OF THE TOKEN. The subscriber/buyer acknowledges that they have read and understood all the sections contained in this WHITE PAPER and by acquiring tokens, each user is stating that they wish to subscribe/purchase a certain number of tokens in accordance with the terms established in this technical document. The LEGAL TERMS AND CONDITIONS of the Token do not constitute and cannot be used for the purposes of an offer or invitation to subscribe, buy or otherwise acquire the token by any person in any jurisdiction, in the following cases: a) in that said offer or invitation is not authorized; b) in which the person making the offer is not qualified to do so; c) to any person to whom it is unlawful to make such an offer or invitation. Subscribers/buyers should not interpret the content of these LEGAL TERMS AND CONDITIONS as legal and/or business and/or tax advice. Each subscriber/buyer should consult their own attorney, business and/or tax advisor regarding legal, business, tax and/or matters relating to this agreement. The content of the web pages of the issuer or any web page linked, directly or indirectly, to the website of the issuer are not part of these LEGAL TERMS AND CONDITIONS. Accordingly, no buyer should rely on the information or other data contained in such web pages as a basis for a decision to invest in the tokens. The LEGAL TERMS AND CONDITIONS of the token will enter into force, and, therefore, will be applicable to the issuer and the subscriber/buyer, from the moment one of the following conditions is met: i) The user has agreed to the same by clicking the button "I have read and accept the LEGAL TERMS AND CONDITIONS of the Token" enabled by the issuer. ii) However, by simply purchasing the tokens and entering the issuer's platform as a user, the buyer confirms acceptance of these LEGAL TERMS AND CONDITIONS, in turn confirming their entry into force. The object of these LEGAL TERMS AND CONDITIONS of the Token is: the purchase and sale of the Tokens. As consideration for the payment of the purchase amount by the subscriber/buyer to the issuer, which is made on the date of mandatory subscription of these LEGAL TERMS AND CONDITIONS or the day of the referred payment of the purchase amount, the Issuer transfers to the subscriber /buyer, and he acquires, the number of corresponding Tokens, which will be delivered and unlocked in accordance with the provisions of this WHITEPAPER.

The Rights and Obligations of the subscriber/buyer: a) To buy tokens, the user must be verified by the Issuer. To do this, it must go through the KYC and AML (Know Your Client / Prevention of Money Laundering) process, in the case of carrying out an ICO, which will not happen in the case of launching an ICO. start of an IDO, at the unilateral choice of the issuer. b) The subscriber/buyer must have full legal capacity, power and authority to execute, deliver and fulfill its obligations under these LEGAL TERMS AND CONDITIONS. c) The subscriber/buyer of the token is obliged to pay the tokens in any of the forms of payment offered by the Issuer. d) Every subscriber/buyer of tokens is obliged to comply with the rules of conduct and browsing of the Issuer's website, as well as the terms and conditions of the platform. e) All buyers of Tokens are obliged to always act in good faith. f) The subscriber/buyer will make purchases on a personal basis on their own initiative and on their own account, and does not arise from any advisory activity of the issuer and/or its staff, nor does it act as a representative and/or agent, nor with a view to its distribution, nor does it interfere in subsequent resale actions. g) The subscriber/buyer declares that he has knowledge and experience in financial and business matters in such a way that he is capable of evaluating the risks and advantages of accepting these LEGAL TERMS AND CONDITIONS and assuming his rights and obligations under them. Likewise, with the sole fact of the purchase, the user declares that he is capable of incurring a total loss of said investment without harming his financial situation and assumes that he is capable of bearing the economic risk of said investment for an indefinite period of time. h) Although the subscriber/buyer subscribes to everything indicated in this document with the expectation that it may benefit from its functionalities in the Issuer's platform, derived from the efforts of the Issuer and its employees for the development of the Issuer's platform, the subscriber /Buyer acknowledges and agrees that the development of the Issuer Platform may or may not occur, that it will be subject to uncertainties and certain risks, which may or may not have been set forth herein, and may or may not be under the control of the Issuer.

The Rights and Obligations of the issuer of the Token: The issuer accepts responsibility for the content of this WHITE PAPER and these LEGAL TERMS AND CONDITIONS and declares that, to the best of its knowledge and understanding, the information contained in this document is accurate and that it has not been omitted relevant data. The Issuer represents that, in preparing this white document, it has taken all reasonable precautions to ensure that, to the best of its knowledge, the information contained in the document is correct and does not omit any facts that may affect the statements made in the document. . If claims are brought in court on the basis of the information contained in this document, the buyer acting as claimant shall, under the individual national laws of the Member States of the European Economic Area, pay the costs of the translation of the document before of the commencement of legal proceedings. Bearing in mind that the European Commission has issued a Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL regarding cryptoactive markets and amending Directive (EU) 2019/1937 in which they are intended to regulate, among other issues, Token issuances, among which are the token object of this issuance, the Issuer has chosen, in the absence of another regulation, to follow the criteria and recommendations of said Draft Regulation in the drafting of this white paper. The Issuer declares that it is a duly incorporated company, validly existing and in good standing with the laws of Estonia, and has the power and authority to own, hold and operate its assets and rights under a valid legal title and carry out its activities as and how they are done now. The execution, delivery and fulfillment of this document by the issuer is within the objectives and powers of the issuer, and has been duly authorized by all the bodies, shareholders and other bodies necessary for it by the issuer. The WHITE PAPER and these LEGAL TERMS AND CONDITIONS of the Token constitute a legal, valid and binding obligation of the issuer, enforceable against it in accordance with its terms, except for the limitations imposed by bankruptcy, insolvency or other applicable laws. that refer to or affect the enforcement of the rights of creditors in general and the general principles of equity. The Issuer has obtained all necessary internal corporate approvals in connection with the execution of this document.

Description of the characteristics and functionalities of the PFACE tokens: “PFACE” will be the token that will support the Perception Face ecosystem.

The token will have as main utilities for buyers and for the issuer:

- Currency within the PFACE ecosystem: It will be the payment currency within the Perception Face ecosystem.

- Private Community: Access to private groups on telegram and discord where exclusive content and promotions for token holders will be shared.

- Masterclass and videoconferences: Access to Videoconferences and Masterclasses of renowned personalities from the world of sports and technology.

- Issue opinions: It will grant the possibility of participating by providing an opinion on day-to-day matters.

- Access to exclusive Events in the digital and/or physical world: Token holders will have preferential access to spaces in Metaverses and face-to-face events organized by Perception Face and/or its Partners.

- Exclusive Presales: Early and priority access to some collections of NFTs.

- New technological developments: Access to test new features within the platform and access unique benefits.

In relation to taxes, Taxes, Fees and Fiscal Contributions, each of the Parties will be responsible for all direct and indirect taxes that the authorities collect from said party.

All monetary amounts described in this document are expressed in US Dollars (USD).

When calculating its value in Euros, the official exchange rates of the European Central Bank will be used at the time of the corresponding exchange.

Each of the Parties will be responsible for the breach of the corresponding obligations, as provided in these LEGAL TERMS AND CONDITIONS of the Token.

If for any reason any clause or provision of these LEGAL TERMS AND CONDITIONS of the Token is considered invalid, this will not affect the rest of the clauses or provisions that will remain in force.

Users who acquire the token must comply with the legal regulations that are applicable to them regarding: The Prevention of Money Laundering, and, The Issuance of Virtual Assets, according to the law that is legally applicable.

As established in the LEGAL TERMS AND CONDITIONS described in this White Paper, the issuer informs the subscriber/buyer that in relation to the regulations related to preventing money laundering, among other obligations, said subscriber/buyer must documently identify each user, collect information on the nature of their professional or business activity and report ex officio, on any fact or operation regarding which there are indications or certainty that are related to money laundering.

In relation to Data Protection for the management of these LEGAL TERMS AND CONDITIONS of the Token, it will be carried out in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data. The subscriber/buyer acknowledges that the Privacy Policy of the Issuer's website has been accepted prior to the acceptance of these LEGAL TERMS AND CONDITIONS of the Token. The full Privacy Policy is accessible on the website www.perceptionface.com.

The issuer makes a User Support Service (subscriber/buyer) available to users, so that they can contact an agent directly through the official email: [email protected]. Any questions may be transmitted by the subscriber/buyer to the issuer, through the aforementioned email.

14.4 SPECIAL NOTICES

Notice to EU/EEA residents: The PFACE token referred to in this White Paper is not a security, nor a financial instrument within the meaning of the Markets in Financial Instruments Directive (MiFID II) of the European Parliament (2014/ 65/EU), securities or other laws of the member states. The Token is not a guarantee of any kind and does not represent any right to vote, manage or participate in the profits of any entity. The token does not represent ownership of any physical asset and will not be redeemable.

Notice to United States Residents: The Token Offer and Sale have not been registered under the United States Securities Act of 1933, as amended, or under the securities laws of certain states. The Token may not be offered, sold or otherwise transferred, pledged or mortgaged, except to the extent permitted by the Act and applicable state securities laws pursuant to an effective registration statement or a waiver thereof.

Notice to Australian Residents: No SAFT, placement document, prospectus, product disclosure statement or other disclosure document has been filed with the Australian Securities and Investments Commission in connection with the offering. The SAFT and any documents used in connection with it and any related documents do not constitute a prospectus, product disclosure statement or other disclosure documents under the Companies Act 2001. In Australia, someone may only offer the Token to "sophisticated investors" or "professional investors" or otherwise in accordance with one or more exemptions contained in the Companies Act, such that it is lawful to offer the Token in compliance with applicable laws.

Notice to Residents of the Republic of China: Rights to the token are not being offered or sold and may not be offered or sold, directly or indirectly, within the People's Republic of China, except as expressly permitted by the laws and regulations of the People's Republic of China. Chinese folk.

Notice to Residents of Japan: The Token has not been and will not be registered under the securities or financial laws of Japan. Prospective purchasers of the Token agree not to retransmit or reallocate the Token to anyone who is a resident of Japan, except pursuant to a private placement exemption from registration requirements and in accordance with applicable Japanese laws and regulations.

Notice to Residents of the Russian Federation: The SAFT and any related documents are not an offer, or an invitation to make offers, to sell, buy, exchange or otherwise transfer foreign securities or financial instruments or for the benefit of any person or entity resident, incorporated, established or having its habitual residence in the Russian Federation. The SAFT and any documents used in connection with the offer and sale of the Token are not announcements related to the placement of securities or public circulation, as determined by Russian law. The Token is not intended for public placement or circulation in the Russian Federation. Neither the SAFT nor any other document related to it has been or will be registered with the Central Bank of the Russian Federation.

Notice to Residents of Switzerland: The Token may not be publicly offered in Switzerland and will not be listed on Swiss stock exchanges, nor on any other stock exchange or regulated trading venue in Switzerland. The SAFT and any related documents have been prepared without regard to the prospectus disclosure rules under the Swiss Code of Obligations or the listing prospectus disclosure rules. Neither SAFT nor any related marketing material may be publicly distributed or made available to the public in Switzerland. The SAFT and any related marketing materials have not been, and will not be submitted to, or approved by any Swiss regulatory authority, notably the Swiss Financial Market Supervisory Authority. The offer and sale of tokens have not been authorized by the Swiss Federal Law on Collective Investment Systems.

Notice to UK Residents: The SAFT is distributed to and directed only by (and any buying activity to which it relates, will be conducted only with investment professionals) within the meaning of Article 19(5): (i) of the Financial Promotion Order (the "FPO"); (ii) persons or entities of the type described in section 49 of the FPO; (iii) certified sophisticated investors (within the meaning of section 50(1) of the FPO); and (iv) other persons to whom you may otherwise be legally communicated (all such persons are collectively referred to as "relevant persons"). Persons other than Relevant Persons must not take any action in connection with the SAFT or based on any documents used in connection with it. It is a condition for the acquisition of the Token that the person guarantees to be a relevant person. The SAFT and the documents used in connection with it have not been approved by any UK regulatory authority.

Notice to Residents of All Jurisdictions: No action has been taken to permit the offer, sale, possession, or distribution of the Token or any related document in any jurisdiction where action is required to do so. You are obliged to inform yourself of and observe any restrictions related to the offer of the Token, the SAFT and any related documents in your jurisdiction. No economic return is contemplated for the purchase of the Token, and you must not buy the Token for speculative purposes. Participation in the token sale must not have any expectation of profits, dividends, capital gains, financial performance or any other return, payment or income of any kind. The purchase of the Token carries a substantial risk that could lead to a total or partial loss of capital. There is no guarantee that the objectives will be achieved and/or that the tokens always have and/or maintain their value within the ecosystem. Any resale of the token must be done by exemptions from securities requirements and in strict compliance with the requirements of applicable laws.

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