These Terms and Conditions govern your exchange of Ethereum-based AtPay tokens of @Pay Pty Ltd ACN 644 546 770 and AtPay Trading Pty Ltd ACN 659 147 547 (jointly and severally referred to as “Company”, “we,” “us”) (referred to in these Terms as “ERC-20 ATPAY Tokens”) for @Pay tokens that are Solana Blockchain based SPL Assets  (referred to in these Terms as “SPL ATPAY Tokens”) during the Swap Period (as defined in these Terms) Each of you and the Company “), is a “Party” and together the “Parties.” As used in these Terms, the term “Token” can mean either a ERC-20 ATPAY Token or an SPL Token, and the term “Tokens” can mean either, or both. 

These Terms take effect and become binding on you as a holder of ERC-20 ATPAY Tokens. By exchanging ERC-20 ATPAY Tokens for SPL ATPAY Tokens during the period in which ERC-20 ATPAY Tokens will be swapped into equivalent value amounts of SPL ATPAY Tokens, you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us by email at [email protected]. 

PLEASE READ THESE TOKEN SWAP TERMS AND CONDITIONS (AS AMENDED AS PROVIDED HEREIN, THE “TERMS”) CAREFULLY: 

1. Purpose and Use of SPL ATPAY Tokens 
   1. The SPL ATPAY Token is the Company’s native token that will be listed on cryptocurrency exchanges and able to be traded on the open markets. Further, the SPL ATPAY Tokens will be able to be used within the Company’s ecosystem through its App known as “@Pay” (the “Services”). Tokens are only for use in connection with the @Pay App (the “Platform”). 
   2. The @Pay App created and developed by the Company will initially be partly decentralized and operated and maintained by the Company and third parties. The Company makes no (and disclaims all) warranties or representations and offers no assurances (in each case whether express or implied) that SPL ATPAY Tokens will confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the Platforms in the future. 
   3. The SPL ATPAY Tokens do not confer any rights, whether express or implied, other than limited rights relating to the provision and receipt of Services on the Platform, subject to limitations and conditions. The SPL ATPAY Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument and these Terms do not constitute an invitation to subscribe to any securities. 
2. Scope of Terms. 
   1. Unless otherwise stated in these Terms, these Terms govern only your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens during the Swap Period (the “Token Swap”). 
   2. Any use of BEP-20 ATPAY Tokens in connection with the Platform will be governed solely by other applicable terms and policies, which currently include the Platforms Terms of Use. New terms or policies may be added to the Platform’s Terms of Use and policies from time to time according to modification procedures set forth therein. You have read and understand these Terms and the risk disclosures of any private offering memoranda. 
   3. YOU AGREE AND CERTIFY THAT YOU ARE EXCHANGING ERC-20 ATPAY TOKENS FOR SPL ATPAY TOKENS DURING THE TOKEN SWAP FOR YOUR OWN PERSONAL USE AND UTILITY FOR TRADING ON THE OPEN MARKETS AND TO PARTICIPATE (WHERE POSSIBLE) ON THE PLATFORM. YOU AGREE, CERTIFY AND UNDERSTAND THAT THE BEP-20 ATPAY TOKENS ARE NOT A SECURITY AND YOU ACKNOWLEDGE THAT TOKENS MAY LOSE ALL VALUE. By agreeing to these Terms, you affirm that you understand and agree with all concepts described in the specified documents to your satisfaction, and you affirm that you also understand the Platform’s Terms of Use.   
   4. To the extent of any conflict with these Terms regarding the Token Swap with the Platforms Terms of Use and any future terms and policies, then these Terms will prevail solely in connection with the Token Swap.
3. Principles. 
   1. You understand and accept that while the individuals and entities, including the Company, will make reasonable efforts to continue to develop and once released, continue to add features to the Platform, it is possible that such development may fail and your Tokens may become useless and/or valueless due to technical, commercial, legal, regulatory, governmental or any other reasons. 
   2. You are aware of the risk that even if all or parts of the Platform is successfully developed and released in full or in parts, due to a lack of public interest, the Platform could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, legal, regulatory, governmental or other reasons. You therefore understand and accept that your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens carries significant financial, regulatory, legal and/or reputational risks (including the complete loss of value of the SPL ATPAY Tokens and attributed features of the Platform.
   3. By exchanging ERC-20 ATPAY Tokens for SPL ATPAY Tokens you expressly agree to these Terms. You further confirm to have carefully reviewed these Terms, the Platform Terms of Use and the Company’s Privacy Policy and any other relevant policies in place at the time and to fully understand the risks of exchanging ERC-20 ATPAY Tokens for SPL ATPAY Tokens. You fully understand that once the Swap Period is concluded, ERC-20 ATPAY Tokens will have no function.
   4. This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens. 
   5. By exchanging ERC-20 ATPAY Tokens for SPL ATPAY Tokens, no form of partnership, joint venture, agency or any similar relationship between you and the Company and/or other individuals or entities involved with the deployment or operation of the Platform is created.
4. Cancellation; Rescission.
   1. Your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens during the Swap Period is final, and there are no refunds, cancellations or rescissions except as may be required by applicable law or regulation. We will not provide telephone or live support. By participating in the Token Swap, you acknowledge and agree unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which you might otherwise have in respect of any Tokens or under these Terms under the laws of any jurisdiction. 
5. Token Swap Procedures and Specifications. 
   1. Accepted Tokens — Only ERC-20 ATPAY Tokens are accepted in exchange for SPL ATPAY Tokens.
   2. Swap Period — ERC-20 ATPAY Tokens can be submitted in exchange for SPL ATPAY Tokens, starting from 6 September 2022 at 12:01AM Australian Eastern Standard Time until 6 October 2022 at 11:59PM Australian Eastern Standard Time (such period thereafter being the “Swap Period”).
   3. SPL ATPAY Tokens — A maximum amount of 300,000,000 SPL ATPAY Tokens initially will be minted by the Company, all of equal value and functionality. ERC-20 ATPAY Tokens exchanged for SPL ATPAY Tokens will be permanently decommissioned.
   4. Token Swap Process
      1. Before a transferee commences the token swap process, the transferee must ensure it has a digital wallet that accepts Solana assets and ensure you have the address ready. If a transferee is holding their ERC-20 ATPAY Tokens in either a Trust Wallet, or Coinbase Wallet, then it is important to note that these wallets already support Solana Assets. Alternatively, there are specific Solana based digital wallets such as Phantom that you can use. To view the SPL ATPAY Token in your digital wallet, you may need to import the token. The Token Swap Process will still occur regardless of whether or not the token has been imported, but you may need to import the token to actually view your SPL ATPAY Tokens in your digital wallet. The transferee must ensure the transferee has sufficient gas fees in Ethereum to facilitate the Token Swap/transaction. The gas fees are set by the Ethereum blockchain and subject to change. These steps may vary slightly depending on which digital wallet you are using and whether you are on a desktop or mobile device.
      2. The Company has deployed a smart contract system on the @Pay website (www.atpay.io) as the only method for exchanging ERC-20 ATPAY Tokens for SPL ATPAY Tokens during the Swap Period.
      3. The steps to carry out the @Pay Token Swap Process is as follows for holders of either a Metamask or Trust wallet: 
         1. Navigate to our swap page on our Website here;
         2. Follow the prompts/steps to facilitate the swap which is executed on a 1 for 1 basis, being 1 ERC-20 ATPAY Token for 1 SPL ATPAY Token;
         3. Connect your digital wallet holding the ERC-20 ATPAY Tokens to the swap page (this step will look different depending on which digital wallet you are using);
         4. After your digital wallet has connected to the page your digital wallet address will appear on the screen;
         5. Input the amount of ERC-20 ATPAY Tokens you would like to swap to SPL ATPAY Tokens into the “send amount” field. The smart contract will be able to determine:
            1.  if the transferee holds ERC-20 ATPAY Tokens; and
            2. the number of ERC-20 ATPAY Tokens the transferee holds;
         6. Input your digital wallet address that is able to accept Solana assets into the “Solana Wallet Address” field;
         7. Confirm that the input digital wallet address is correct, this is the address that the SPL ATPAY Tokens will be sent to. Please note if you’ve entered this information in-correctly we may not be able to help you recover your funds; 
         8. Prior to pressing the “Submit” button to confirm the transaction, the transferee must ensure the transferee has sufficient gas fees in Ethereum to facilitate the Token Swap/transaction. The gas fees are set by the Ethereum blockchain and subject to change;
         9. Press the “Submit” button and confirm the transaction through your connected digital wallet;
         10. Once the transaction has been sent you can track its progress through the transaction id/hash provided;
         11. The Token Swap Process isn’t instantaneous and your SPL ATPAY Tokens will be transferred/airdropped to the destination digital wallet accepting the SPL ATPAY Tokens after the transaction is confirmed (the timing of the Token Swap Process is dependent on the level of demand the Company receives). 
      4. If a transferee does not hold either a Metamask or Trust wallet, then you will need to follow the steps on the Company’s manual registration form found on the @Pay Website.
      5. The Company notes, and you understand, that the steps set out in this clause 5 for the Token Swap Process may be subject to change and any changes will be communicated via our social media accounts.
      6. To the extent that any third-party website, service or smart contract offers SPL ATPAY Tokens during the Swap Period or facilitates the sale, exchange or transfer of SPL ATPAY Tokens in any way during the Swap Period or at any time up to the release of the SPL ATPAY Tokens, such third-party websites or services have no relationship in any way with the Company and such SPL ATPAY Tokens shall be invalid.
6. Transferability of SPL ATPAY Tokens.
   1. Notwithstanding any other provision of these Terms, the Company reserves the right to treat as void any transfer or attempted transfer of the Company’s Tokens that the Company reasonably believes to be unlawful for any reason.
   2. Transferees of SPL ATPAY Tokens in permitted transfers shall be deemed to be bound by these Terms and those set out in the Whitepaper and the Company’s ATPAY Token Sale Terms and Conditions and any other terms and policies set by the Company from time-to-time governing the SPL ATPAY Tokens.  The owner of the wallet in which any Token is held will (except as otherwise required under applicable law or as ordered by a court of competent jurisdiction) be treated as the absolute owner of that Token for all purposes (regardless of any notice of any trust or any other interest, or the theft or loss of any private key), and neither the Company nor any other person will be liable for so treating that person as the absolute owner of such Token. By transferring any Token in a permitted transfer, you assign all your rights, title and interest under these Terms to the transferee. Transfers of any Company’s Token shall be effective only when the time and date of the relevant transfer are included in a block on the Company’s platforms.  
7. Excluded Contributions.
   1. The Token Swap involves only the exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens. Any type of consideration, including any type of fiat or cryptocurrency will not be accepted.
8. Delivery.
   1. Transferees of Tokens participating in the Token Swap will have their ERC-20 ATPAY Tokens swapped 1 for 1 for the SPL ATPAY Tokens.  After completion of the Token Swap, the account you used to exchange Tokens will be credited with the appropriate number of Tokens from the total amount of Tokens you exchanged during the Token Swap (the “Swap Distribution”). All deliveries from the Swap Distribution will be made electronically. Deliveries will be made directly to the account, address or wallet associated with your Token Swap. Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of the SPL ATPAY Tokens. In addition, your wallet address must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address. The Company reserves the right to prescribe additional conditions relating to specific wallet requirements for the Token Swap at any time, acting in its sole discretion.
9. Third Party Service Provider or Agent.
   1. If you participate in the Token Swap through a third-party service provider or agent, that service provider or agent is your agent, not ours, for the purpose of the Token Swap. You, not we, are responsible for ensuring that we actually receive the appropriate amount of ERC-20 ATPAY Tokens and that you receive the appropriate amount of SPL ATPAY Tokens. We are not responsible for any loss or delay of Tokens due to your use of a third-party service provider or agent. 
10. Exchange Submission Rejection
    1. Without limiting the grounds upon which the Company may refuse to distribute BEP-20 ATPAY Tokens, if distribution of SPL ATPAY Tokens to you, or the holding of SPL ATPAY Tokens by you, is or becomes impossible or a violation of any applicable legal or regulatory requirements, or the Company suspects this may be the case, then:
       1. the Company need not allow you to participate in the Token Swap or distribute any SPL ATPAY Tokens to you nor, in either case, to any other person or entity acting on your behalf;
       2. the Company may request, require or facilitate that steps be taken to ensure the full return of any SPL ATPAY Tokens that you hold;
       3. the Company reserves the right to terminate its relationship with you and take any actions considered necessary or desirable for the Company to meet its legal and regulatory obligations; and
       4. such actions will be irrespective of any original contribution that has been made by you to the Company and/or any other third party in respect of the ERC-20 ATPAY Token, and the Company is not required to provide reasons. 
11. Token Lock-Up
    1. The SPL ATPAY Tokens will be active at the time of the Token Swap. However, any Transferee that holds 200,000 or more ERC-20 ATPAY Tokens and swaps them for the SPL ATPAY Tokens will be locked in the Transferee’s account/wallet after distribution. From the date of distribution, SPL ATPAY Tokens that are locked will be unlocked annually from the date of the Token Swap. The amount that will be unlocked each year will be 10% of the total amount held by a Transferee. Unlocked tokens will be made accessible to Transferees and will be transferable.
12. Token Swap F&Qs.
    1. For further information on the Token Swap Process please click here.
13. Audit of the Smart Contract System
    1. The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts. The technical experts have confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.
    2. Despite clause 6(a), you understand and accept that smart contract technology is still in an early development stage and its application is of experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, you understand and accept that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and the SPL ATPAY Tokens are fit for a particular purpose and/or do not contain any weaknesses, vulnerabilities and/or bugs which could cause, inter alia, the complete loss of SPL ATPAY Tokens.
14. Acknowledgement and Assumption of Risks.
    1. You acknowledge and agree that there are risks associated with exchanging Tokens, without limitation, such risks are disclosed and explained below (the “Risk Disclosures”). You assume all of these risks.
       1. Risk of Losing Access to Tokens Due to Wallet Incompatibility: Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage and transfer of the SPL ATPAY Token. Non-compatible wallet addresses will not be accepted. In addition, your wallet address must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address. The Company reserves the right to prescribe additional conditions relating to specific wallet requirements for the Token Swap at any time, acting in its sole discretion.
       2. Risks Associated with the Blockchain Protocols: ERC-20 ATPAYTokens are based on the Ethereum protocol. SPL ATPAY Tokens are based on the Solana Blockchain protocol. As such, any malfunction, breakdown, abandonment, unintended function, unexpected functioning of or attack on the Ethereum protocol or the Solana Blockchain protocol may have an adverse effect on the ERC-20 ATPAY Tokens or SPL ATPAY Tokens, respectively, including causing them to malfunction or function in an unexpected or unintended manner.
       3. Risks Associated with Your Credentials: Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your Tokens. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct wallet address to which to send your Tokens. If you give us the incorrect address to which to send your Tokens, we are not responsible for any loss of Tokens that may occur. 
       4. Other risks. Other risks are more fully described in the Company’s Whitepaper.
15. Security
    1. Your Security. You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold SPL ATPAY Tokens you receive in the Token Swap or thereafter, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your SPL ATPAY Tokens. We are not responsible for any such losses. You will implement reasonable and appropriate measures designed to secure access to:
       1. any device connected with the email address associated with your account;
       2. private keys required to access any relevant Company address or your SPL ATPAY Tokens; and
       3. your username, password and any other login or identifying credentials. If you are no longer in possession of any device connected with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion and only if we are able, grant access to your account to any person providing additional credentials to us. We reserve the right to determine the additional credentials required, which may include a sworn, notarized statement of identity.
    2. Additional Information. You may be required to provide to us, or to our nominee, immediately upon our request, information that we, in our sole discretion, deem to be required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any “Know Your Customer” requirements and policies. Such information may include a passport, driver’s license, utility bill, photograph of you, government identification cards or sworn statements, and we, or our nominee, may keep a copy of such information for our records. Such information will be used by us, or our nominee, to confirm compliance with such federal, state, local, domestic or foreign laws, regulations and policies before your Swap Distribution.
    3. Your Information. We may use aggregate statistical information about your activity, including your activity and logins to various websites, for marketing or any other purpose in our sole discretion.
16. Personal Information.
    1. You acknowledge that you have read and understand the Company’s Privacy Policy available here.   
    2. Upon the Company’s request, you will immediately provide to the Company information and documents that the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti-money laundering laws applicable in Australia in order to comply with applicable law or regulation in connection with your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens.
    3. Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules or agreements. Your failure to provide accurate and complete information required for you to swap ERC-20 ATPAY Tokens for SPL ATPAY Tokens may result in delays, losses, costs, non-delivery of refunds or Tokens or other issues. You acknowledge that the Company may refuse to exchange your ERC-20 ATPAY Tokens for SPL ATPAY Tokens or provide access to your account until such requested information and/or documents is provided. The Company reserves its right to request further information and documentation at any time in its sole discretion. The Company may refuse you access should it have doubts as to validity, authenticity and genuineness of the documents or wallet address, provided by you. You agree that the Company shall not be liable for any loss arising as a result of the delay or non-delivery of Tokens to you or any other actions taken by the Company described in this section, and you hereby waive all claims against the Company arising from such losses. You agree to indemnify and hold harmless the Company, against any loss incurred by the Company due to any such information or documentation not being provided by you.
    4. You warrant to provide the Company with information promptly upon request, and you acknowledge that we may refuse to allow you to exchange your ERC-20 ATPAY Tokens for SPL ATPAY Tokens until you provide such requested information and we have determined that it is permissible to allow you to exchange your ERC-20 ATPAY Tokens for SPL ATPAY Tokens under applicable law.
    5. If applicable, you acknowledge, agree and consent to the Company sharing your personal information and data it collects from you with the Exchange SPL ATPAY will initially list on or any other cryptocurrency exchange or token launchpad for the purpose of the Token Swap.
    6. In addition to the information set out above, the Company collects information from running its website (www.atpay.io) and processes such information. When you visit the Company’s website, the Company collects information sent by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with the Company’s website, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When you access the Website, the Company or its applicable third-party service providers on behalf of the Company may place small data files called cookies on your computer or other device. The Company uses these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
    7. Processing of personal data is any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The Company may share your personal data with third parties in order to complete the Token Swap reveal or suppress fraud or fix technical bugs or eliminate security problems. The Company may disclose your personal data to its affiliates, subsidiaries and third-party service providers in so far as is necessary to complete the Token Swap and fulfil the purposes set out below.
    8. The processing of your personal information shall otherwise be in accordance with the terms of the Company’s privacy policies in effect from time to time.
       1. You agree that the Company will process your personal data to market, conduct and perform technical analysis on the completion of the Token Swap. Processing of your personal data will also be carried out in order to:
          1. fulfil the Company’s obligations under these Terms and under applicable law (including to comply with applicable anti-money laundering requirements);
          2. complete your registration;
          3. provide technical support; and 
          4. to assist the Company in the marketing of its App.
          5. You acknowledge and agree that you may receive emails and marketing materials from the Company, the Exchange SPL ATPAY will initially list on or third parties by order of the Company on the e-mail address that you provided to the Company throughout the use of the Website. At any time you will be entitled to withdraw your consent to receive such materials by following the instructions provided in materials.
17. Taxes.
    1. You are responsible for determining what, if any, taxes apply to your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens, 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 other tax arising from your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens. You agree not to hold the Company or any of the Company Parties liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens or any other action or transaction related to the Company’s platforms, businesses or the Token Swap.
18. Representations and Warranties.
    1. By submitting your ERC-20 ATPAY Tokens for exchange into SPL ATPAY Tokens, you represent, warrant and covenant that: 
       1. You are not a citizen or resident of a country whose legislation conflicts with the exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens, such as the People’s Republic of China. 
       2. You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of exchanging your ERC-20 ATPAY Tokens for SPL ATPAY Tokens.
       3. You have read and understand these Terms and are entering into these Terms with us voluntarily and based on your own independent judgment and on advice from independent legal, financial, accounting and other advisors as you have considered to be necessary or appropriate, after due inquiry.
       4. You have obtained sufficient information about the SPL ATPAY Tokens to make an informed decision to exchange your ERC-20 ATPAY Tokens for SPL ATPAY Tokens. 
       5. The SPL ATPAY Token will allow the user to access the services provided by Company’s platform. The SPL ATPAY Tokens are functional utility tokens or a cryptocurrency designed for the Company’s platform. More information on the functionality of the SPL ATPAY Tokens can be found in the Company’s Whitepaper.  You expressly acknowledge and represent that you have carefully read the Company’s Whitepaper and fully understands the risks, costs and benefits associated with the Token Swap.  
       6. The SPL ATPAY LOV Token will initially be listed on cryptocurrency digital exchanges domiciled in either the Asia-Pacific or Cayman Islands. In future the LOV Tokens may be available for purchase and trading on other digital exchanges domiciled in other jurisdictions.
       7. The SPL ATPAY Tokens do not have the legal qualification of a security since it does not give any rights to dividends or interests. The SPL ATPAY Tokens are not shares and therefore a holder of SPL ATPAY Tokens is not a shareholder of the Company, is not entitled to any level of ownership of the Company and the holder of SPL ATPAY Tokens is not given any right to any legal or equitable interest in or to the Company (or any related entity or business) or participate in the annual general meeting or any other meeting of the Company any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property) rights.   Taking part in the Token Swap does not confer any financial or legal rights or title in or to the Company to the transferee.
       8. You acknowledge and accept that the SPL ATPAYTokens do not represent or constitute:
          1. any ownership right or stake, share, equity, security, collective investment scheme, managed fund, financial derivative, futures contract, deposit, commercial paper, negotiable instrument, investment contract, note, commodity, bond, warrant, certificate debt or hybrid instrument or any other financial instrument or investment entitling the holder to interest, dividends or any kind or return or carrying equivalent rights (including in respect of the Company or the Company’s platform);
          2. any right to receive future revenues, shares or any other form of participation or governance right from, in or relating to the Company and/or the Company’s Platform;
          3. any form of currency, money, deposit or legal tender, whether fiat or otherwise, in any jurisdiction, nor do they constitute any substitute or representation of currency, money, deposit or legal tender (including electronic money); or
          4. any right, title, interest or benefit whatsoever in whole or in part, in the Company’s platform, the Company or any assets related to either of them, except that SPL ATPAY Tokens may be used in connection with transactions on the Company’s platform, subject to these Terms and the Company’s platforms terms and policies. 
       9. You are not exchanging your ERC-20 ATPAY Tokens for SPL ATPAY Tokens for any use or purpose other than the use or purpose as set out in the Company’s Whitepaper and/or the Terms of Use on the Company’s Platform as in force at the time. 
       10. Your exchange of your ERC-20 ATPAY Tokens for SPL ATPAY Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to:
           1. legal capacity and any other threshold requirements in your jurisdiction for the exchange of your ERC-20 ATPAY Tokens for SPL ATPAY Tokens;
           2. any foreign exchange or regulatory restrictions applicable to the Token Swap, and
           3. any governmental or other consents that may need to be obtained. 
       11. If applicable, you shall promptly provide to the Company, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including but not limited to anti money laundering legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance, or any “Know Your Customer” requirements and policies. 
       12. You are legally permitted to receive the SPL ATPAY Tokens.
       13. You will comply with any applicable tax obligations, if any, in your jurisdiction arising from exchanging your ERC-20 ATPAY Tokens for SPL ATPAY Tokens. 
       14. For the purpose of this clause “entity” includes a company/corporation, partnership, join-venture, trust or association.  If you are exchanging ERC-20 ATPAY Tokens for SPL ATPAY Tokens on behalf of any entity (including a trust):
           1. you are authorized to accept these Terms on such entity’s behalf and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
           2. the acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under:
              1. any provision of such entity’s constitutional, organizational or operative documents (in the case of a corporate entity including, without limitation, any company, partnership or trust);
              2. any provision of any judgment, decree or order imposed on such entity by any court or governmental or regulatory authority; and/or
              3. any material agreement, obligation, duty or commitment to which such entity is a party or by which such entity is bound; and
           3. such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established. 
       15. If you are a corporation, company, partnership, trust or other “non-natural person” entity:
           1. the acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under:
              1. any provision of your constitutional, organizational or operative documents (in the case of a corporate entity including, without limitation, any company, partnership or trust);
              2. any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; and/or
              3. any material agreement, obligation, duty or commitment to which you are a party or by which you are bound; and
           2. you are duly incorporated or organized, registered and validly existing under the applicable laws of the jurisdiction in which you are established. 
       16. You are not exchanging your ERC-20 ATPAY Tokens for SPL ATPAY Tokens from countries or regions comprehensively sanctioned by the Australian Federal Government or United Nations or other sovereign country sanctions or embargoes (including, without limitation, Libya, Sudan, South Sudan, Syria, Islamic Republic of Iran or the Democratic People’s Republic of North Korea), or on behalf of governments of these countries or regions, nor will you use the SPL ATPAY Tokens to conduct or facilitate any transactions with persons or entities located in these countries or regions and the transferee agrees that if the transferee’s country of residence or other circumstances change such that the representations in this clause are no longer accurate, that the transferee will immediately cease the restricted use of the Company’s Platform or Token, as applicable;
       17. ‘You are not:
           1. a citizen or resident of a geographic area in which access to or use of the Company’s platform is prohibited by applicable law, decree, regulation, treaty, or administrative act,
           2. a citizen or resident of, or located in, a geographic area that is subject to Australian Federal Government, United Nations or other applicable comprehensive country sanctions or embargoes, or
           3. an individual, or an individual employed by or associated with an entity, identified or that is subject to and considered a ‘sanctioned regime’ by the Australian Federal Government, or United Nations or other sovereign country sanctions or embargoes (including, without limitation, Libya, Sudan, South Sudan, Syria, Islamic Republic of Iran or the Democratic People’s Republic of North Korea).
       18. You will not use the SPL ATPAY Tokens to conduct or facilitate any transactions with such persons described above. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Company’s platform and/or hold SPL ATPAY Tokens. 
       19. Title to and risk of loss of the SPL ATPAY Tokens you receive in the Token Swap passes from the Company to you. 
       20. Tokens are not intended to be a security, share, equity, commodity or any other kind of financial instrument. 
       21. These Terms shall not be construed as an invitation to subscribe for any securities, shares, equity, commodity and you understand and acknowledge that no actions of, or documentation issued by the Company, shall be construed as such. 
       22. The Company is not registered with or licensed by any financial regulatory or securities authority in the Commonwealth of Australia or elsewhere. Accordingly, no Australian or other financial regulatory or securities authority has passed upon the contents of these Terms or the merits of exchanging your ERC-20 ATPAY Tokens for SPL ATPAY Tokens, nor have these Terms been filed with, or reviewed by any Australian or other financial regulatory or securities authority. 
       23. You are of a sufficient age to legally obtain and use SPL ATPAY Tokens. 
       24. With regard to the Tokens, we make no guarantees that you will be able to resell the Tokens, or as to their future value, and that no market liquidity may be guaranteed and that the value of the Tokens over time may experience extreme volatility or depreciate in full. 
       25. You must maintain accurate records as to your ownership amounts of SPL ATPAY Tokens, correct address and physical location, location of wallets, and provide all requested information necessary for the Company to maintain accurate records as to the ecosystem created for the Company and to notify all associated parties within the Company’s platform and community at large. 
       26. You bear the sole responsibility to determine if the creation, ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens and/or any other action or transaction related to Company’s platform may have tax implications. By obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (including developers, auditors (e.g., contractors or founders)) liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Company’s platform. 
       27. By exchanging your ERC-20 ATPAY Tokens for SPL ATPAY Tokens, you are obtaining the functionality of the BEP-20 LOV Tokens on the Company’s platform, being aware of the commercial risks associated with the Company’s platform. You acknowledge and agree that:
           1. you have no expectation of obtaining any governance rights over the Company’s platform or of influencing the development or operation of the Company or the Company’s platform except as otherwise agreed in writing by the Company or as set forth on the Company’s platform Terms and Policies; and
           2. there is no guarantee or assurance of the quality, nature or standard of the services of the Company’s platform, features and/or attributes (if any) that will be made available through the Company’s platform in the future. 
       28. You waive the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the creation of the Tokens or the Token Swap.
       29. The creation of the Tokens and the Token Swap do not involve the purchase of shares, securities, equity or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction; and
       30. You have no right against any other party to request any refund of ERC-20 ATPAY Tokens exchanged for SPL ATPAY Tokens, under any circumstances.
       31. You will not use Tokens to finance, engage in or otherwise support any unlawful activities.
19. Your Responsibilities.
    1. You are responsible for properly configuring any software in connection with your access to, or use of, SPL ATPAY Tokens. 
20. Proprietary Rights. 
    1. Hardware and Software.
       1. Under no circumstances will you gain any proprietary rights in any computer hardware or software (except the value of the SPL ATPAY Tokens you receive in your Swap Distribution) used by us or our affiliates.
    2. Intellectual Property.
       1. The Company retains all right, title and interest in all of the Company’s intellectual property, including without limitation:
          1. all patents, designs, copyright and related rights, database rights, knowhow and confidential information, smart contracts, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration, inventions, discoveries, processes, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and all trademarks, copyrights or patents based thereon;
          2. all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and
          3. all applications, extensions and renewals in relation to any such rights (collectively, the “Company IP Rights”). You may not use any of the Company IP Rights for any reason, except with our express, prior, written consent which may be granted by us in our sole discretion and, if granted, thereafter revoked by us at any time. Except as expressly set out in these Terms, you are not entitled, for any purpose, to any of the Company’s IP Rights. We at all times retain ownership, including all rights, title and interests in and to the Company’s IP Rights and you understand and accept that by accepting the Token Swap pursuant to these Terms you will not:
             1. acquire or otherwise be entitled to any Company’s IP Rights;
             2. make a claim in respect of any Company’s IP Rights or any other equivalent rights; or
             3. use, attempt to use, copy, imitate or modify (whether in whole or in part) any Company’s IP Rights, except with our prior written consent. =
21. Indemnification. 
    1. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and its parent companies, subsidiaries and affiliates, and its and their respective past, present and future employees, officers, directors, managers, contractors, consultants, equity holders, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns (the “Company Parties”), on demand from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees, court costs, investigative costs, amounts paid in settlement and other costs and expenses) that arise from or relate to:
       1. your exchange of ERC-20 ATPAY Tokens for SPL ATPAY Tokens,
       2. the performance or non-performance of your responsibilities and obligations under these Terms,
       3. your violation of these Terms, or
       4. your violation of any rights of any other person or entity. 
    2. The rights of the Company Parties under Section 14(a) are in addition to, and not in lieu of:
       1. any other indemnities set forth in any other written agreement between you and the Company; and
       2. any other remedies that may be available to the Company under applicable law or in equity. 
    3. The Company reserves the right to exercise sole control over the defence, at your cost and expense, of any claim subject to indemnification under this Section 14. 
22. Disclaimers. 
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US:
       1. THE SPL ATPAY TOKENS ARE ISSUED IN THE TOKEN SWAP ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;
       2. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE ALGORAND BUY TOKENS WILL BE CORRECTED; AND
       3. WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR SPL ATPAY TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 
    2. WE DO NOT AND WILL NOT PROVIDE YOU WITH ANY SOFTWARE OTHER THAN THE SPL ATPAY TOKENS IN YOUR SWAP DISTRIBUTION.
    3. YOU UNDERSTAND THAT THE TOKENS, BLOCKCHAIN TECHNOLOGY, THE COMPANY’S PLATFORM AND OTHER CRYPTOCURRENCY ARE NEW AND UNTESTED TECHNOLOGIES OUTSIDE OF OUR CONTROL AND, THEREFORE, ADVERSE CHANGES IN MARKET FORCES, LAW OR TECHNOLOGY WILL EXCUSE OUR PERFORMANCE UNDER THESE TERMS. 
    4. TRANSACTIONS USING BLOCKCHAIN TECHNOLOGY, SUCH AS THOSE INVOLVING THE TOKEN SWAP, ARE AT RISK TO MULTIPLE POTENTIAL FAILURES, INCLUDING HIGH VOLUME, COMPUTER FAILURE, BLOCKCHAIN FAILURE OF ANY KIND, USER FAILURE, TOKEN THEFT, HACKING AND TELECOMMUNICATIONS OR INTERNET FAILURE OR DISRUPTION. WE ARE NOT RESPONSIBLE FOR ANY LOSS OF DATA, TOKENS OR OTHER CRYPTOCURRENCY, HARDWARE OR SOFTWARE RESULTING FROM ANY TYPES OF FAILURES, THEFT OR HACK. 
    5. 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 15 may not apply to you.
23. Limitation of Liability.
    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
    2. IN NO EVENT WILL:
       1. THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME, OR PROFITS; UNREALIZED GAIN OR SAVINGS; LOSS OF USE OR DATA; OR DAMAGES FOR BUSINESS INTERRUPTION, OR LOSS OF TOKENS) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE TOKENS, THE TOKEN SWAP OR THE USE OF, OR INABILITY TO USE, THE TOKENS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR INFRINGEMENT OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND
       2. THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR INFRINGEMENT OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE TOKENS, THE TOKEN SWAP OR THE USE OF, OR INABILITY TO USE, THE TOKENS, EXCEED USD$1000. 
    3. This Agreement shall survive the Token Swap and the Token Swap Period. 
    4. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE TOKEN SWAP OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE END OF THE SWAP PERIOD OR YOU AGREE YOU FOREGO SUCH RIGHTS.
24. Release. 
    1. To the fullest extent permitted by applicable law, you release the Company (“we,” “us”) and the Company’s respective past, present and future predecessors in interest, successors in interest, successors, predecessors, parent companies, subsidiaries, affiliates, employees, agents, representatives, insurers, heirs, devisees, executors, administrators, fiduciaries, trustees, conservators, officers, directors, members, managers, shareholders, attorneys, advisors, and assigns (collectively, the “Company Released Parties”) from any and all past, present or future claims, actions, causes of action, class actions, costs, demands, obligations, expenses, injuries, judgments, losses, suits, damages, fees, interest, expenses, compensation, class actions or causes of action for declaratory or injunctive relief, restitution, compensatory, general, special, statutory, or punitive damages, of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, anticipated or unanticipated, suspected or unsuspected, past, present, or future, direct or indirect, contingent or absolute, whether individual, collective, or representative, and whether based on tort, contract, or other theories of recovery, including without limitation reasonable legal fees and other costs of defence (each a “Claim” and collectively “Claims”) arising out of, or in any way related to:
       1. Your purchase of ERC-20 ATPAY Tokens from the Company; and
       2. Your exchange (swap) of any ERC-20 ATPAY Token for any SPL ATPAY Token. 
    2. You expressly waive any and all rights which you may have under either New South Wales or Australian law, as well as any other comparable, equivalent, or similar statutes, and principles in common law that would otherwise limit the coverage of this Release to include only those claims which You may know or suspect to exist in Your favour at the time of agreeing to this Release.
25. Governing Law
    1. These Terms are governed by and are to be construed in accordance with the laws applicable in New South Wales, Australia.  All disputes or claims arising out of or in connection with these Terms, including disputes relating to its validity, breach, termination or nullity shall be settled by the courts in New South Wales, Australia.  Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts.
26. Severability
    1. If a court of competent jurisdiction holds any provision of these Terms to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The Parties intend that any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect. 
27. Modifications to the Terms
    1. We may modify these Terms and/or the Company’s platform Terms of Use and policies at any time without notice to you.
28. Miscellaneous
    1. Force Majeure.
       1. None of the Company Parties will be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any force, event or condition outside of its control, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, changes in blockchain technology and changes on the Company’s platform protocols.
    2. No Third-Party Beneficiaries.
       1. These Terms do not create any third-party beneficiary rights in any person except for any of our affiliates or licensors or other Company Parties as provided in these Terms.
    3. Compliance.
       1. You are solely responsible for legal compliance related to your acquisition, use, exchange and transfer of Tokens.
    4. Notices.
       1. All communications and notices to be made or given pursuant to these Terms must be in the English language. 
       2. To you: We may provide any notice to you under these Terms by:
          1. posting a notice on the Company’s website (www.atpay.io); or
          2. sending an email to the email address then associated with your account. Notices we provide by posting on the Company’s website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current and active. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email.
       3. To us: To give us notice under these Terms, you must contact the Company by email to [email protected]
    5. Assignment.
       1. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this clause will be void. We may assign these Terms or any of its provisions without your consent. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns.
    6. No Waivers.
       1. The failure by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
    7. Entire Agreement.
       1. These Terms (including the web links, other agreements and instruments referred to in these Terms) constitute the entire agreement among the parties and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof.