Terms And Conditions

These Terms are current as at 24/06/2025

1. INTERPRETATION

1.1 DEFINITIONS In these Terms, capitalised words shall have the meanings set out in Schedule 1, unless otherwise indicated.

1.2 HEADINGS The headings and sub-headings in these Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

1.3 EXTENDED MEANINGS Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4 GOVERNING LAW These Terms shall be governed by and construed and enforced in accordance with the Laws of Australia, and shall be interpreted in all respects as an Australian contract. Any dispute, controversy, claim or action arising from or related to these Terms likewise shall be governed by the Laws of Australia, exclusive of choice-of-law principles.

1.5 U.S. FINANCIAL INSTITUTIONS Persons, regardless of whether or not they are U.S. Persons with accounts that are U.S. Accounts, may be prohibited at the discretion of the Company from accessing the Platform, directly or indirectly holding or owning AUDX or transacting with AUDX, if the Company reasonably  believes or suspects that they are making a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to the Platform to facilitate the purchase of AUDX.

2. AUDX TOKENS AUDX is issued on the Ethereum and Polygon blockchain and complies with the ERC-20 token standard for increased interoperability with all wallets, and amongst other blockchain applications. The Company, at any time, may also issue AUDX tokens on other blockchains. Each AUDX token is pegged 1:1 to one (1) Australian dollar (AUD).  For each AUDX minted, the Company holds 1 AUD in accordance with these Terms. Subject to these Terms, each AUDX token is redeemable for one (1) AUD. AUDX tokens are not legal tender or money and are not monetary instruments.

3. AUDX Platform

3.1  To access the Platform, you must register for an Account. You can register for an Account via our Website.

3.2 To be eligible for an Account, you must:

1. be an:

   1. individual who is at least 18 years of age;

   2. an Entity;

2. be an Australian resident or resident from a country that is not a Prohibited Jurisdiction;

3. provide all information reasonably requested by the Company as part of the registration process; and

4. not use the Platform or AUDX  in any way prohibited by clause 13.

3.3 When registering for an Account, you must provide any information reasonably requested by the Company in order for the Company to provide access to the Platform. You consent to your personal information being collected and used in accordance with the Company’s Privacy Policy.

3.4 You warrant that if you are creating an Account on behalf of an Entity you are authorised to create an Account and to use the Platform as an agent of the Entity. The Company may, in its complete discretion, require you to produce evidence that you are authorised to act on behalf of the Entity and you must provide the Company with any information the Company reasonably request for this purpose.

3.5 The Platform has been designed to comply with Australian laws. If you access the Platform outside of Australia, then you do so at your own risk and it is your responsibility to follow those rules and laws in your country of residence and/or country from which you access this AUDX Platform.

4A ACCOUNT

4A.1        Your Account is to be used only by you or any person nominated by you and approved by the Company in accordance with the Company’s policies and procedures.

4A.2 You may not assign or otherwise transfer your Account to any other person or entity.

4A.3 You are solely responsible for maintaining and protecting the confidentiality and security of your Account (including, but not limited to, your login credentials, two factor authentication device, linked email account, any bank account used in connection with your Account, phone number and any information you have provided in connection with your Account). The Company is not responsible or liable for any unauthorised access to, or use of, your Account (even where you may not be aware of such unauthorised access) except to the extent the Company has failed to take reasonable steps to secure the Platform.

4A.4 You must link a bank account to your Account as part of the Account registration process and before any Fiat withdrawals can be processed. This bank account will need to be in the name of the Account holder or an account we have otherwise approved for use in accordance with clause 4A.4. All AUDX redemptions requested by you will be paid in AUD to your linked bank account. We will not process any redemption to any other bank account.

4A.5 You must only deposit Fiat accepted by the Company into your Account from a bank account that is in the name of the Account holder or any other bank account nominated by you and approved by the Company in accordance with the Company’s policies and procedures.

4.A6 For the purposes of clause 4A.5, the Company will accept the following Fiat:

a)             AUD; and

b)             any other Fiat listed on the Website from time to time.

4A.7 If we accept other Fiat under clause 4.A6, we will convert that Fiat to AUD and may charge any applicable fees for any currency conversion.

4A.8 The Company may refuse to accept any Fiat deposit that is received and marked for your Account from a bank account that is owned or operated by a third party. If we refuse to accept a deposit, the deposit will be returned to the originating bank account and will not be credited to your Account.

4A.9 Before crediting or debiting any funds from your Account, we may, at any time, request additional information to verify whether you are the owner of a bank account or are authorised to operate a bank account or to otherwise comply with our obligations under the Laws.

4A.10   You can only make changes to your Account with our consent. We may require you to comply with our security procedures before we consent to any changes.

4A.11 In opening an Account and accessing the Platform, you acknowledge and agree that:

1. the regulatory status of digital assets (including stablecoins) and related services is in a state of uncertainty;

2. ASIC is the conduct regulator responsible for the financial services regime. Currently, it is unclear the extent to which any digital assets or services will fall within the existing financial services regime. ASIC is currently consulting on updated guidance to help clarify the regulatory perimeter for digital assets and services;

3. there are a number of proposed legislative reforms that may impact how stablecoins and facilities like the AUDX token and Platform are regulated. These proposed reforms include the digital asset facility and payment stablecoin proposals;

4. there is a risk that:

   1. neither the AUDX nor Platform is a regulated financial product; or

   2. to the extent that either the AUDX or Platform is a regulated financial product, it has (or will obtain) the benefit of no action relief that ASIC proposes to grant,

and you may not have any regulatory protections under the financial services regime;

1. the Company has designed this Platform with the intention that the AUDX token will, in due course, be regulated as a payment stablecoin under proposed legislative reforms and, in the interim, the Platform (not the AUDX token) is a non-cash payment facility. We may change the structure of the Platform and / or token in accordance with these terms having regard to any regulatory reforms, case law, updated regulatory guidance or other matters that may impact the operation of the Platform or token.

TOKEN PRICE: One (1) AUD per token. Accepted Form of Payment in Token Sale: AUD (for the avoidance of doubt, the Company reserves the right to change the accepted form of payment at any time, at its sole discretion.)

MINIMUM TOKEN BUY: 1 AUDX.

4. PURCHASE AUDX

4.1 Before you can purchase AUDX, you must:

1. have an open and active Account;

2. deposit the amount of AUD equal to the number of AUDX tokens you wish to purchase using the payment details provided to you;

3.  provide any information reasonably requested by us to conduct any required checks under the Laws;

4. complete the Company’s whitelisting procedure; and

5. provide the wallet that the AUDX tokens may be minted or transferred to in accordance with clause 4.2.

4.2 To effect a purchase of AUDX, the Company may mint or transfer an AUDX to your nominated wallet.

4.3 Until such time as the payment stablecoin regime commences, the Company undertakes to:

1. treat all Fiat held in the Platform as client money under section 981A of the Corporations Act 2001 (Cth) regardless of whether such Fiat is paid in connection with the issue of a financial product or the provision of some other financial service as permitted by regulation 7.8.01 of the Corporations Regulations 2001 (Cth);

2. hold all client money in accordance with clause 4.3a) in a designated trust account on trust for the benefit of all AUDX tokenholders and comply with:

1.  any other trust account rules in section 981B of Corporations Act 2001 (Cth);

2. any other related provisions in the Corporations Act 2001 (Cth); and

3. any applicable regulations in the Corporations Regulations 2001 (Cth);

1. only invest client money held in the trust account maintained under clause 4.3b) in accordance with the rules in regulation 7.8.02 of the Corporations Regulations 2001 (Cth);

2. identify and remove any money credited to the trust account maintained under clause 4.3b) that is not client money in accordance with the rules in regulation 7.8.01 of the Corporations Regulations 2001 (Cth); and

3. only debit any payments from the trust account maintained under clause 4.3b) in accordance with the rules of 7.8.02 of the Corporations Regulations 2001 (Cth)

4.4 You acknowledge and agree that:

1. the Company may invest any client monies held in the trust account maintained under clause 4.3b) in any one of the permitted investments listed in regulation 7.8.02 of the Corporations Regulations 2001 (Cth);

2. the Company is entitled to and will retain all earnings on the investment, whether by way of interest or otherwise;

3. on realisation of an investment made in accordance with this clause 4.4:

1. all proceeds will be deposited into the section 981B trust account maintained by the Company in accordance with clause 4.3; and

2. the Company may deduct any entitlement it has to any earnings under clause 4.4b) at any time in accordance with any applicable trust account rules under clause 4.3;

1. the Company may debit any fees payable to it from the trust account maintained under clause 4.3b) in accordance with the rules in regulation 7.8.02 of the Corporations Regulations 2001 (Cth).

4.5 The Company acknowledges and agrees that:

1. We are liable under clause 18 for any losses on any investments made in accordance with clause 4.3c), such that you (or any person to whom you transfer a AUDX token) remains entitled to redeem the AUDX for 1 AUD at all times; and

2. Any client money of yours that the Company invests in accordance with clause 4.3c) is money to which you are beneficially entitled to under the Corporations Act 2001 (Cth).

4.6 Once the payment stablecoins regime commences, the Company will comply with any applicable:

1. client money rules to the extent that the Company is an issuer of a payment stablecoin that is a standard stored value facility; or

2. prudential requirements to the extent that the Company is an issuer of a payment stablecoin that is a major stored value facility.

.

5. AFTER THE SALE OF AUDX Holders of AUDX should have no expectation of ownership or influence over the governance of the Company. If you wish to sell your AUDX, a buyer will only be able to redeem AUDX tokens with the Company if it has an Account. No certificate will be issued in relation to AUDX and an individual’s holding of AUDX tokens is not required to be reflected, recognized, or recorded in any account or ledger maintained by the Company.

6. REDEMPTION OF AUDX TOKENS Verified Account holders may request a redemption of their AUDX tokens by the Company subject to the conditions in these Terms,  including minimum redemption amounts and fees prescribed by the Company (or its nominee) and in effect at the time of the redemption request (Redemption Terms). Verified Account holders will be required to consent to the Redemption Terms prior to any redemption being effected. As at the date of these Terms, the  minimum redemption amount is 100,000 AUDX tokens and tokens may be redeemed in whole increments of 1 thereafter. A redemption fee equal to 1% of the total amount redeemed will apply to any redemption. Subject to the Redemption Terms, the Company will make commercially reasonable efforts to process a verified Account holder’s request for the redemption of their AUDX promptly. However, it may take several business days for any redemption to be completed. The Company reserves the right to delay any redemption of the AUDX to:

1. manage liquidity;

2. manage or protect the value of any investments maintained under clause 4.3;

3. comply with any  Laws or demand or request of  any  Government.

The Company will only process a  redemption payment upon completing any required checks under the Laws.

To confirm availability of this service and the Redemption Terms in effect at the date of your request, please contact hello@audxtoken.io.

7. COMPLIANCE PROCEDURES: Your use of the Platform is subject to any  published Compliance Procedures (available http://audxtoken.io. In the event of a conflict between the Terms and Compliance Procedures, these Terms shall prevail.

8. SECURITY You are responsible for implementing all measures for securing the wallet, vault, or other storage mechanism you use to receive and hold AUDX purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s) and to ensure that your wallet, vault, or other storage mechanism is compatible with AUDX. If your private key(s) or other access credentials are lost, you may lose access to your AUDX. The Company is not responsible for any losses, costs, or expenses relating to lost access credentials, from the use of an incompatible or unsecure wallet or the inaccurate communication by you of a digital wallet address. AUDX transfers occur across networks which are operated externally and are outside of the Company’s control. We provide no guarantee of and take no liability for the security of AUDX transfers across networks. Losses of AUDX may occur due to the use of blockchain networks which are outside our control and we limit our liability for any such losses.

9. ALL PURCHASES OF AUDX ARE FINAL; REFUSAL OF PURCHASE REQUESTS All purchases of AUDX are final and nonrefundable save as expressly set out in these Terms. By purchasing AUDX you acknowledge that neither the Company, its Affiliates, directors, nor shareholders are required to provide a refund or allow a cancellation for any reason except as may be required by applicable Laws or regulation. If the Company believes, at its sole discretion, that any owner of AUDX creates a regulatory or other legal risk, or adverse effects for the Company or AUDX, the Company reserves the right, at its sole discretion, to buy all AUDX from such token holders at the current market price or to suspend or terminate the sale of AUDX to such person immediately or to restrict the use of AUDX held by such token holders. The Company reserves the right to refuse or cancel AUDX purchase requests at any time in its sole discretion.

10. TAXATION OF AUDX AND TAXATION RELATED TO THE SALE OF AUDX The purchase price that you pay for AUDX is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of AUDX, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of AUDX. You bear the sole responsibility in determining if the purchase of AUDX or the potential appreciation or depreciation in the value of AUDX over time has tax implications for you in your relevant jurisdiction. By purchasing AUDX, you agree not to hold any of the Company, its Affiliates, shareholders, directors, or advisors liable for any tax liability associated with or arising from the purchase of AUDX.

11. PRIVACY The Company may determine, in the Company’s absolute and sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with the provision of the Platform to you. You agree to provide the Company with such information promptly upon request, and you acknowledge that the Company may refuse to open an Account for you or enable you to purchase or redeem AUDX until you provide such requested information and the Company has determined that it is permissible to do so under applicable Laws. You acknowledge that you have read and understand the Company’s Privacy Policy

12. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS You acknowledge and agree that there are risks associated with using the Platform as well as purchasing AUDX, holding AUDX, and transacting with AUDX, as disclosed and explained herein and in Exhibit A hereto. If you have any questions regarding these risks, please contact us at hello@audxtoken.io. BY PURCHASING AUDX, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

13. PROHIBITED USES You may not use the Platform to:

(a) purchase or redeem AUDX in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband Digital Tokens, Fiat, funds, property, or proceeds;

(b) purchase or redeem AUDX if any applicable Laws, including, but not limited to, AML , CTF , Anti- Corruption, and Economic Sanctions , prohibit, penalise, sanction, or expose the Company to liability under these Terms;

(c) purchase or redeem AUDX to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML, CTF, Anti-Corruption, and Economic Sanctions;

(d) purchase or redeem AUDX to evade taxes under the Laws of Australia or any other jurisdiction(s) applicable to you;

(e) purchase AUDX with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;

(f) to interfere with or subvert the rights or obligations of the Company or the rights or obligations of any other Website user or any other Person;

(g) to engage in conduct that is detrimental to the Company or to any other user or any other Person;

(h)  take advantage of any technical glitch, malfunction, delay, default or security breach on the Website;

(i) falsify any details provided to the Company or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;

(j) falsify or materially omit any information or provide misleading or inaccurate information requested by the Company or any of its Associates;

(k) promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age; or

(l) violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws. The Company reserves the right to “block” certain wallet addresses and, if such addresses are the Company’s or related parties custodied addresses, freeze associated AUDX (temporarily or permanently) that it determines, in its sole discretion, may be associated with illegal activity or activity that otherwise violates these Terms (“Blocked Addresses”). In the event that you send AUDX to a Blocked Address, or receive AUDX from a Blocked Address, the Company may freeze such AUDX and disallow redemptions in relation to such AUDX. In certain circumstances, the Company may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your AUDX, including the ability to redeem AUDX for AUD. The Company may also be required to freeze AUDX and/or surrender associated AUD held in the event it receives a legal order from a valid government authority requiring it to do so.

14. REPRESENTATIONS AND WARRANTIES In connection with your use of the Platform, you covenant, agree, represent and warrant to the Company on the date on your Account is opened and each time you access your Account or transact in your Account that:

(a) you have read, understand, and are in full compliance with these Terms (including all Exhibits) available to you and you understand that, by accessing the Platform you are accepting all of the terms and conditions set forth herein;

(b) you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of using the Platform ;

(c) you have obtained sufficient information about the Platform and AUDX and the to make an informed decision to access the Platform and the AUDX and have otherwise had opportunity to contact the Company at hello@audxtoken.io with any questions regarding purchasing AUDX;

(d) you are setting up an Account and accessing the functionality in the Account solely for your own purposes and not as nominee or custodian for another person or entity provided, however, that if you are an individual purchasing setting up and accessing an Account on behalf of any Entity, you are authorised to accept these Terms on such Entity’s behalf and that such Entity will be responsible for any breach of these Terms by you or any other employee or agent of such Entity.

(e) You understand that your purchase of AUDX does not involve the purchase or receipt of any security of any entity, including but not limited to, the Company

(f) you are legally permitted to set up and Account and purchase, receive, hold, and transact with AUDX in your country; you are of legal age to purchase AUDX in your relevant jurisdiction, and you are not aware of any other legal reason to prevent you from receiving AUDX;

(g) you are not a Prohibited Person;

(h) any deposit to your Account was not made using funds stemming from illegal or unethical activities or sources; and you are not purchasing or using AUDX for any illegal purpose, and will not use AUDX for any illegal purpose;

(i) you will comply with any applicable tax obligations in your jurisdiction arising from your purchase of AUDX or other transaction, and you accept that you bear sole responsibility for determining the tax implications, if any, relating to:

(1) the purchase, allocation, use or ownership of AUDX;

(2) the potential appreciation or depreciation in the value of AUD over time, if any;

(3) the sale or redemption of AUDX; and

(4) any other action or transaction related to AUDX;

(j) you waive any right that you may have, or may obtain in the future, to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of AUDX;

(k) neither the Company nor any member of the Company has provided you with any advice regarding whether the Platform or AUDX is suitable for you;

(l) you understand that AUDX is not a share, debenture, interest in a managed investment scheme or other security for the purposes of the Corporations Act 2001 (Cth) and is therefore not a regulated product under this legislation.

(m) you understand that any new laws imposed in Australia (or amendments to the existing laws of Australia) could, among other things:

(1) prohibit the sale, purchase or transfer of AUDX or otherwise make holding them illegal;

(2) require the Company to move to another jurisdiction; and/or

(3) adversely affect or destroy the value of AUDX, and that such new laws or amendments could be imposed very quickly and without warning;

(n) you are not making a regulated investment, as this or any similar term may be interpreted by any regulatory agency in its relevant jurisdiction;

(o) you take sole responsibility for any restrictions and risks associated with having an Account or receiving and holding AUDX, including, without limitation, those set out in Exhibit A;

(p) to the extent permitted by law, you understand that the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of AUDX or the Ethereum or Polygon network or any other network on which the Company may ultimately build the Company’s network and AUDX;

(q) you accept that you are obtaining the Platform  and AUDX on an “as is” and “under development” basis and accept that the Company is providing the Platform and AUDX without being able to provide any warranties in relation to the Plaftorm or AUDX, including, but not limited to, title, merchantability or fitness for a particular purpose;

(r) you have not and will not supply the Company with inaccurate or misleading information relating to your Account registration and use or purchase or redemption of AUDX including, without limitation, as to your identity and source of funds. You will supply the Company with all accurate information, documentation or copy documentation that the Company may require in order to allow the Company to assess your Account registration and any transaction functionality in the Platform and you will provide the Company with any additional information which may be reasonably required in order that the Company can fulfill its legal, regulatory, and contractual obligations, including but not limited to any AML and KYC obligations and/or any change to the information that you have supplied to the Company;

(s) you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with the Company are deemed to be valid, binding, and conclusive, and that the Company and its Associates may act upon those instructions without any liability or responsibility attaching to it;

(t) if you are purchasing AUDX on behalf of an Entity:

(1) such Entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and

(2) you are duly authorised by such legal entity to act on its behalf;

(u) you will not trade or otherwise transact with the Company with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;

(v) you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect these Terms, including, but not limited to, AML, CTF , Anti-Corruption, Economic Sanctions laws, Tax Information Exchange Laws or other tax Laws;

(w) you consent to any and all tax and information reporting under AML, CTF, Anti-Corruption, Economic Sanctions laws, Tax Information Exchange Laws or other tax Laws as the Company may reasonably determine;

(x) neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds directly or indirectly:

(1) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction;

(2) in violation of or as prohibited, restricted, or penalised under applicable Economic Sanctions laws; or

(3) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML, CTF, or Economic Sanctions Laws;

(y) you have not:

(1) violated;

(2) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under;

(3) received any oral or written notice from any Government concerning actual or possible violation by you under; or

(4) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including, but not limited to, AML, CTF, Anti-Corruption , or Economic Sanctions laws;

(z) neither you nor any of your Affiliates is:

(1) itself or owned (beneficially or of record) or controlled by a Sanctioned Person;

(2) involved in any transaction, transfer, or conduct that is likely to result in you or your Affiliates becoming a Sanctioned Person;

(3) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, or other account in, or engaging in any transaction from a Prohibited Jurisdiction; or

(4) a Government or Government Official of a Prohibited Jurisdiction; (aa) neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including, but not limited to, any Digital Tokens or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws; and (ab) you will accurately and promptly inform the Company if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

15. CAPACITY AND EXPERIENCE You are responsible for the decision to open an Account and acquire AUDX and have legal competence and capacity to accept these Terms . By  accessing the Platform hereunder, you acknowledge that you have the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring using the Platform and the associated AUDX transaction functionality, are aware of the risks inherent in acquiring and the method by which the assets of the Company are held and/or traded and can bear the risk of loss of your entire AUDX acquisition and that you are qualified and authorised to make such an acquisition decision and, to the extent deemed necessary, have consulted your own advisors and legal counsel regarding the acquisition of AUDX. In making the decision to access the Platform and transaction functionality, you have not relied on any advice or recommendation from the Company nor any placement agent associated with the Company, or any of their affiliates. To the extent that you are acting on behalf of an entity, by accessing the Platform hereunder you acknowledge that you have the full power and authority under such entity’s governing instruments to do so and that entity has the full power and authority under its governing instruments to access the  Platform and utilise the transaction functionality.

16. INDEMNIFICATION To the fullest extent permitted by applicable Laws, you hereby agree to indemnify and hold harmless the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (each a Company Party) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to:

(a) your use of the Platform ;

(b) your responsibilities or obligations under these Terms;

(c) your violation of these Terms;

(d) your access to or use of the Platform; or

(e) your violation of any rights of any other person or entity in connection with the Platform, AUDX and/or these Terms. The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this section, including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between you and the Company.

17. DISCLAIMER OF WARRANTIES  THE PLATFORM AND AUDX TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR AUDX IS RELIABLE, CURRENT OR ERROR-FREE, MEETS YOUR REQUIREMENTS, OR THAT DEFECTS IN AUDX WILL BE CORRECTED. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, THE USE OF AUDX, OR THE DELIVERY MECHANISM FOR AUDX IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED. As specified more fully in Exhibit A, transactions using crypto currency and blockchain technology, such as those involving the sale of AUDX, are at risk to multiple potential failures, including but not limited to, high network volume, computer failure, blockchain failure of any kind, and user failure. The Company is not responsible for any loss of data, cryptocurrencies, tokens, hardware or software resulting from:

(a) any such failures; or

(b) any actions taken by you in connection with your use of the Platform or the sale of AUDX. The disclaimers and other risk disclosures contained in these Terms will apply to the fullest extent permitted by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.

18. LIMITATION OF LIABILITY You acknowledge and agree that, to the fullest extent of the law the disclaimer of liability contained herein apply to any and all damages or injury whatsoever caused by or related to the Company or any of the Company Parties 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 Company or any of its Company Parties shall be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to use the Platform, purchase or redeem AUDX, or arising out of any interaction with smart contract implemented in relation to AUDX. You acknowledge that the Company is not liable for the conduct of third parties, including the Company Parties and other purchasers of AUDX, and that the risk of using the Platform and  purchasing and using AUDX rests entirely with you. To the maximum extent permissible under law, under no circumstances will the Company be liable to you for more than the amount you have paid to the Company for the purchase of AUDX. The liability limitations and exclusions in this section will apply to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

19. RELEASE To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands, and 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 users and the acts or omissions of third parties. You expressly waive any rights you may have under any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in its favour at the time of agreeing to this release.

20. 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 (each, a Dispute), shall be referred to and finally resolved by arbitration under the JAMS Rules 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 Sydney, Australia. The language of the arbitration shall be English. Any 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.

21. MISCELLANEOUS

21.1 COMPLETE AGREEMENT These Terms set forth the entire understanding between you and the Company with respect to the purchase, sale and redemption of AUDX. For facts relating to the sale and purchase, you agree to rely only on these Terms in determining purchase decisions and understand that the Terms govern the sale of AUDX and supersede any public statements about AUDX made by third parties or by the Company or individuals associated with the Company (including any Company Parties), past and present and current.

21.2 SEVERABILITY You and the Company agree that if any provision 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 these Terms, which shall continue to be in full force and effect.

21.3 NO WAIVER The failure of the Company to require or enforce strict performance by you 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 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 or otherwise in writing between the Parties, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be deemed a modification of these Terms nor be legally binding. You agree that the remedies to which the Company is entitled include, but are not limited to:

(a) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies;

(b) the right to recover the amount of any Losses by set off against any amounts that the Company would otherwise be obligated to pay to you; and

(c) the right to seize and recover against any of your AUDX, other Digital Tokens, Fiat or other funds, or your interests therein, that are held by the Company or any of its Associates.

21.4 THIRD PARTY RIGHTS Any Company Party who is not a party to these Terms may enforce any rights granted to such party pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding anything to the contrary, the consent of or notice to any person (including any Company Party other than the Company) who is not a party to these Terms shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release or settlement under these Terms at any time. The Company may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given. The Company will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.

21.5 AMENDMENTS; UPDATES TO THE TERMS These Terms may be amended, changed, or updated by the Company at any time and whilst reasonable efforts will be made to alert Account holders and potential customers of material changes hereto, such changes may be made without prior notice to you. We will seek to notify Account holders of any changes the next time they log in and your continued use of the Platform will amount to acceptance of these changes.

21.6 ASSIGNMENT The Company may assign its rights and obligations under these Terms. Any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of the Company. Any attempt by you to assign these Terms without written consent of the Company is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of the Company. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or the Company or any other persons. These Terms shall survive the transfer of any AUDX by you.

21.7 ELECTRONIC DELIVERY OF REPORTS, ELECTRONIC ACCEPTANCE AND OTHER COMMUNICATIONS You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that the Company may provide in connection with your Account. The Company will provide such communications to you by posting them on the Website and/or by emailing them to you at the primary email address associated with your account registered with the Company. You acknowledge and agree that you shall not be entitled to receive any information from the Company in paper format. If you do not have reliable access to the internet or e-mail, you should not open an Account or access the transaction functionality. You accept that such electronic communications may not be secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted, or interfered with or without the knowledge of the sender or the intended recipient. The Company makes no warranties in relation to these matters. The Company reserves the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If you have any doubts about the authenticity of an electronic communication purportedly sent by the Company, you are required to contact the purported sender immediately. Any notice to be served on the Company may be served by sending it to the following email address: hello@audxtoken.com. Such notice shall be deemed effective and received by the Company on the date on which the electronic mail is sent to the Company, provided if such notice is sent on a day which is not a business day in Sydney, Australia or after 17:00 (5:00pm) (Australia Eastern Standard Time) on the next business day. All notice provided to the Company must be in English. These Terms may be agreed to by the purchaser electronically through the use of tick boxes or other means of indicating acceptance. The indication by the purchaser of their acceptance of these Terms through such means shall be deemed to be as valid as if the purchaser had manually signed these Terms and shall be deemed to form a binding contract between the purchaser and the Company on the date of such acceptance by the purchaser. The Company shall be authorized to rely on such electronic acceptance, and shall not be required to undertake any investigation

21.8 COOPERATION WITH LEGAL AUTHORITIES You acknowledge and agree that the Company intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or request are fully supported and documented by the law in the relevant jurisdictions in the Company’s judgment. You hereby acknowledge and agree that you have read, understand, and are bound by the additional terms set forth in Exhibit B related to such cooperation efforts made by the Company.

21.9 FURTHER ASSURANCE You agree to do anything (including, but not limited to, obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) which the Company asks and considers necessary to:

(a) bind the purchaser and any other person intended to be bound in connection with any provision in these Terms;

(b) confirm whether the purchaser is complying with applicable law and these Terms; and/or

(c) comply with the Company’s or any of its Associates’ legal, regulatory and governance requirements.

21.10 LANGUAGE Currently, only English versions of any Company’s communications are considered official. The English version shall prevail in case of differences in translation.

21.11 RELATIONSHIP OF THE PARTIES Neither these Terms, nor using the Platform, create any form of partnership, joint venture, or any other similar relationship between you and the Company. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and the Company and are not intended to confer third-party beneficiary rights upon any other person or entity, save that these Terms confer rights and remedies on the Company Parties as set forth in paragraphs 16 (Indemnities), 18 (Limitation of Liability) and 19 (Release). Notwithstanding any other term of this agreement, the consent of any person who is not a Party to these Terms (including, without limitation, any Company Parties, excluding the Company) is not required for any amendment to, variation of or release, rescission, or termination of, these Terms.

21.12 SURVIVAL Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms.

21.13 FORCE MAJEURE The Company is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, the Company is excused from any and all performance obligations under these Terms.

21.14 INTELLECTUAL PROPERTY The Company and its Associates retain all right, title and interest in each their respective intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, designs, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark (and where patentable, copyrightable or protectable, whether or not so protected) and any trademarks, copyrights or patents based thereon. Nothing in these Terms shall confer or be deemed to confer on any purchaser any rights or licenses in such intellectual property and no purchaser may use any such intellectual property for any reason without the prior written consent from the Company or the Associate, as relevant.

21.15 REMEDIES These Terms do not limit any rights that the Company may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Company, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Company.

21.16 DIFFERENT TERMS Prior or further sales of AUDX to other persons may be on different terms and conditions, and at a different price and conversion rate to those set out in these Terms. The Company reserves the right to distribute AUDX in any manner they determine in their sole discretion (including to persons who may work for the Company’s or any of its Associates’ business or future business).

21.17 NO PETITION The purchaser hereby covenants that it shall not take any action to present a petition or commence any case, proceeding, proposal or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement in the nature of insolvency proceedings, adjustment, windingup, liquidation, dissolution, composition or

Schedule 1 Definitions

AFFILIATE means, in relation to a Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company.

AML means anti-money laundering, including, but not limited to, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.

ANTI-CORRUPTION means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery.

API means an application programming interface, which is made available by the Company from time to time.

APP means a mobile application made available by the Compant that can be downloaded from the Apple App Store, Google Play Store or any other app store or market from time to time.

ASSOCIATES means the Company and each and every one of its shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys.

AUSTRAC means the Australian Transaction Reports and Analysis Centre.

AUSTRALIA means the Commonwealth of Australia.

CONSOLIDATED LIST means the list of all persons and entities designated for the purposes of sanctions regimes implemented under Australian sanctions laws.

CONTROLLING PERSON means any Person who owns more than a 25% interest in any Person or Affiliate.

CRS means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information.

CTF means counter-terrorist financing.

DIGITAL TOKENS means a digital representation of value that functions as:

(a) a medium of exchange;

(b) a unit of account;

(c) a store of value, and/or

(d) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency (and shall include, for the avoidance of doubt, AUDX).

DIGITAL TOKENS WALLET means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s digital address, Digital Tokens balance, and cryptographic keys.

ECONOMIC SANCTIONS means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any applicable Laws.

ENTITY means one of the following:

1. a proprietary company;

2. an unlisted public company;

3. a listed public company;

4. a trust;

5. a partnership;

6. an association; or

7. a cooperative.

FATF means the Financial Action Task Force.

FIAT means the money or currency of any country or jurisdiction that is:

(a) designated as legal tender; and

(b) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance.

GOVERNMENT means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise.

GOVERNMENT APPROVAL means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of any transaction entered into under these Terms.

GOVERNMENT OFFICIAL means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation.

KYC means “know your customer” identification procedures.

LAWS means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you.

LOSSES means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, but not limited to, attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses.

PERSON includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality).

PERSONAL INFORMATION has the meaning set out in the Privacy Policy.

PLATFORM means the Website, App or other API made available by the Company from time to time through which the Company may provide the facility for purchasing or redeeming AUDX.

PRIVACY POLICY means the privacy policy available at https://audxtoken.io/privacypolicy/, as may be amended from time to time.

PROHIBITED JURISDICTION means any of:

(a) Cuba, Democratic People’s Republic of Korea (North Korea), the Government of Venezuela, Iran, Pakistan, Syria or Crimea (a region of Ukraine annexed by the Russian Federation);

(b) any country mentioned as a sanctioned regime at https://www.dfat.gov.au/international-relations/security/sanctions/sanctions-regimes

and

(c) any jurisdiction for which the sale of AUDX, or any offer or solicitation in respect of AUDX, would require registration or licensing not obtained by the Company, or otherwise would be unlawful.

PROHIBITED PERSON means any Person who is:

(a) a Sanctioned Person;

(b) located in a Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction;

(c) U.S. Person;

(d) citizen or resident of Canada, the Cayman Islands or Switzerland;

(e) Person from or in any jurisdiction, that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, noncooperative, or strategically deficient jurisdictions, including, but not limited to, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Panama, Serbia, Trinidad and Tobago, Yemen and Zimbabwe);

(f) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations;

(g) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML, CTF, Anti-Corruption, Economic Sanctions laws, or tax Laws that may apply;

(h) Person that the Company determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms or applicable Laws; and

(i) Person that fails to meet any user due diligence standards, requests, or requirements of the Company, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors.

PROHIBITED USE has the meaning set out in clause 13 of these Terms.

REDEMPTION TERMS means the terms governing the redemption of AUDX tokens by the Company referred to in clause 6.

SANCTIONED PERSON refers to any Person or Digital Tokens Wallet address that is:

(a) specifically listed in any Consolidated List;

(b) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Consolidated List, or Government or Government Official of any Prohibited Jurisdiction; or

(c) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws.

TAX INFORMATION EXCHANGE LAWS means Laws relating to the exchange of information relating to taxes between Governments, including, but not limited to, CRS.

TERMS means these terms and conditions, as they may be changed, amended, or updated from time to time.

TOTAL AUDX IN CIRCULATION means the total AUDX supply on AUDX approved blockchains less tokens allowed but not issued.

POSSESSION OF THE UNITED STATES means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act).

UNITED STATES OR U.S. means the several states of the United States and the District of Columbia.

U.S. ACCOUNT means any account that is held by one or more U.S. Persons or nonU.S. entities that have one or more Controlling Persons who is a U.S. Person.

U.S. CITIZEN or U.S. RESIDENT includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b) (3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government. U.S.

FINANCIAL INSTITUTION means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of:

(a) accepting deposits;

(b) making, granting, transferring, holding, or brokering remittances, loans, or credits; or

(c) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States; U.S. PERSON means:

(a) a U.S. Citizen or U.S. Resident;

(b) a corporation, partnership, or other entity established or organized in or under the Laws of the United States;

(c) any estate of a decedent who was a U.S. Citizen or U.S. Resident;

(d) any trust if: (1) a court within the United States is able to exercise primary supervision over the administration of the trust, and (2) one or more United States Persons have the authority to control all substantial decisions of the trust;

(e) any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly:

(1) holds a 50 percent or greater equity interest by votes or value;

(2) holds a majority of seats or memberships on the board of directors of the entity, or

(3) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or any pension plan for the employees, officers or principals of a legal entity unless the pension plan is primarily for foreign employees of such entity. Website means the https://xaudtoken.com website (including any sub-domains and any services accessible thereon). AUDX means the AUDX tokens issued by the Company from time to time and further described in these Terms.

​

EXHIBIT A – CERTAIN RISKS RELATING TO THE PURCHASE, SALE AND USE OF AUDX

IMPORTANT NOTE: As noted elsewhere in these Terms, AUDX is not being structured or sold as a security or any other form of investment product. Accordingly, none of the information presented in this Exhibit A is intended to form the basis for any investment decision, and no specific recommendations are intended. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damages of any kind whatsoever arising directly or indirectly from: (a) reliance on any information contained in this Exhibit A; (b) any error, omission, or inaccuracy in any such information; or (c) any action resulting from such information. By purchasing, holding, and using AUDX, you expressly acknowledge and assume the following risks:

DISCLOSURES REGARDING AUDX

AUDX is provided on an “as is” basis

The Company Parties and each of their respective directors, officers, employees, shareholders, Affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the AUDX, including any warranty that the AUDX will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the Company Parties and each of their respective directors, officers, employees, shareholders, Affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.

Lack of Development of market of AUDX

There are no warranties that AUDX will be listed or made available for exchange for any other Digital Token and/or Fiat. It shall be explicitly cautioned that if AUDX is made available on an exchange, such exchange, if any, may not be subject to regulatory oversight, and the Company does not give any warranties in relation to any exchange services providers. Because there has been no prior public trading market for AUDX, the sale of AUDX may not result in an active or liquid market for AUDX, and the price of AUDX may be volatile. Holders of AUDX may not be able to dispose of AUDX easily and where no secondary market develops, a AUDX token holder may not be able to liquidate at all. Proposed transfers of AUDX may be blocked by the Company in circumstances where the proposed transferee has not already completed the Company’s KYC and AML procedures (including, without limitation, verification of identity and source of funds) to its satisfaction. You should be aware of the restrictions on their subsequent sale.