Terms of Token Sale and Use

Please read these Terms of Token Sale and Use (“Terms”) carefully in full. These Terms constitute a binding agreement between yourself and DaoGenics Ltd., a limited liability company registered in Singapore with Unique Entity Number C210388740 (“DGL”, “we,” or “us”).

These Terms apply only to, and govern your acquisition and use of its DBIO tokens (“Tokens”) issued by DGL during the token sale period (“Sale Period”).

By purchasing the Tokens from us during the Sale Period, you agree to, and will be bound by, these Terms and all terms incorporated by reference. IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, PLEASE REFRAIN FROM PURCHASING ANY OF THE TOKENS.

There are risks associated with purchasing, holding, and/or using crypto assets in general, including the Tokens. Further information about these risks is set out in Exhibit B. In purchasing the Tokens, you will be deemed to have read, understood, and accepted these risks in full.

If you have any questions regarding these Terms, please contact us at https://www.debio.network/

You and DGL (each, a “Party” and collectively, the “Parties”) agree as follows:

1. Purpose and Use of THE Tokens

DGL owns and operates a decentralized platform, known as the DeBio Network, specializing in genetics testing of medical and bioinformatics data submitted by consumers. The DeBio Network allows these consumers to generate revenue through successfully submitting such data (the “Services”). DGL implements two payment models for its DeBio Network: (i) Trustless/Decentralized Payments; and (ii) Enterprise/Consortium Model.

The Tokens are the medium through which you may access and use the Services, subject to limitations and conditions in these Terms and other applicable terms and policies.

Your ownership or control of the Tokens does not confer any right (whether express or implied) other than the right to use the Tokens as a means to enable access to and receive the Services.

In particular, owning or controlling the Tokens does not represent or grant you any ownership right or stake; economic, voting, or other control-related rights; or any right to receive future revenue, intellectual property rights or any other form of participation in or relating to the DeBio Network, the Services, or DGL (and any persons affiliated to it), other than rights relating to the provision and receipt of Services.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of the Tokens from DGL during the Sale Period. Any use of the Tokens in connection with receiving or participating in Services will be governed primarily by other applicable terms and policies, which currently include our Website Terms of Service (available at [https://www.debio.network/terms-and-condition]). DGL may amend the Terms of Service at any time at its sole discretion. If these Terms conflict with DGL’s Website Terms of Service, the Website Terms of Service will prevail insofar as the conflict pertains to the use of the Tokens in connection with receiving or participating in Services through the DeBio Network or any successor platform.

3. Cancellation; Refusal of Purchase Requests

All purchases of the Tokens made during the Sale Period are final unless a refund or cancellation of a transaction is required by any applicable law or regulation. DGL reserves the right to refuse or cancel the Tokens purchase requests at any time in its sole discretion.

4. Token Sale Procedures and Specifications

Important information about the procedures of DGL’s token sale (the “Token Sale”) is provided in Exhibit A, including, but not limited to, details regarding the timing and pricing of the Token Sale, the amount of the Tokens that will be sold, and our anticipated use of the Token Sale proceeds. By purchasing the Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications. If you do not agree to any part of these Terms, please refrain from purchasing any the Tokens.

5. Representations and Warranties

In purchasing the Tokens during the Token Sale, you represent and warrant that you:

  1. have read and understood these Terms (including all Exhibits);

  2. 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 purchasing the Tokens;

  3. have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens and have otherwise had opportunity to contact us at https://www.debio.network/ with any questions you may have regarding purchasing the Tokens;

  4. understand that owning the Tokens will confer only the right to receive and participate in Services, and will not confer any other rights in relation to the DeBio Network or DGL (and any corporate affiliates DGL may presently or subsequently have), including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial, legal, or corporate governance rights;

  5. are purchasing the Tokens solely to receive or participate in Services and to support the operation of the DeBio Network and DGL’s provision of the Services. You are not purchasing the Tokens for any other uses or purposes, including, but not limited to, any investment, speculative, or other financial purposes;

  6. are acting in full compliance with all laws and regulations applicable to you including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing the Tokens, using the Tokens in connection with the Services, and entering into contracts with DGL, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) obtaining all governmental or other consents that may need to be obtained in order for you to purchase and use the Tokens;

  7. will comply with any tax obligations applicable to yourself arising from your purchase of the Tokens;

  8. in purchasing the Tokens on behalf of any entity, are authorized to accept these Terms on such entity’s behalf. You further represent and warrant that such entity will be responsible for breach of these Terms by you (either individually or jointly with such entity) or any other employee or agent of such entity;

  9. if you are registering to use the Services on behalf of a legal entity, that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;

  10. are not a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, or a citizen or resident of, or located in, Democratic People’s Republic of Korea, Bosnia, Congo, Eritrea, Ethiopia, Herzegovina, Iran, Iraq, Libya, Somalia, South Sudan, Sudan, Sri Lanka, Syria, Trinidad, Tobago, Tunisia, Vanuatu, and Yemen. You agree that if your country of residence, citizenship, or other relevant circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services;

  11. are not funding your purchase of the Tokens with funds stemming from illegal activities or sources; and

  12. will supply us with information that is true, complete, and accurate in all material aspects upon our request and promptly notify us in the event of a change to information previously so supplied.

6. Indemnification

To the fullest extent permitted by applicable law, you agree to fully indemnify and hold harmless DGL and each of its employees, officers, directors, equity holders, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, and representatives (as well as their predecessors, successors, and assigns) (collectively, the “DGL Affiliates”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to your: (i) purchase or use of the Tokens, (ii) responsibilities or obligations under these Terms, (iii) violation of these Terms, or (iv) violation of any rights of any other person or entity.

While you may observe and participate in any applicable legal proceedings, DGL reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this clause 6, 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 yourself and DGL.

7. Disclaimer of Warranties

The Tokens are sold on an “as is” and “as available” basis without warranties of any kind. We expressly disclaim all implied and statutory warranties as to the Tokens including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, satisfactory quality, and all warranties arising from course of dealing, usage, or trade practice. We do not represent or warrant that the Tokens are reliable, error-free, or meet all your requirements, or that defects in the Tokens will be corrected. We cannot and do not represent or warrant that the Tokens or the delivery mechanism for the Tokens are free of viruses or other harmful components. We do not warrant that the use of the Tokens will be uninterrupted.

Transactions using crypto-assets and blockchain technology, such as those involving the sale of the Tokens, are vulnerable to different types of failures, including but not limited to, high network volume, computer failure, blockchain failures or disruptions, and user failure. We are not responsible for any losses (including, without limitation, any loss of data, other crypto-assets, the Tokens, hardware, or software) arising in connection with any such failures or any actions taken by you in connection with the Token Sale.

These disclaimers and other risk disclosures contained in these Terms apply to the fullest extent permitted by applicable laws.

8. Limitation of Liability

In no event, and to the fullest extent permitted by law, will DGL or any of the DGL Affiliates be liable for any indirect, incidental, punitive, special, or consequential damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the services, consortium, sale, or use of the Tokens or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, negligence), or any other legal or equitable theory. This limitation of liability applies even where you or someone else has advised us of the possibility of such damages or such damages were otherwise foreseeable by you or us. However, our liability for any loss you incur as a direct result of our gross negligence, fraud, or intentional, willful, or reckless misconduct will not be excluded by this clause 8.

In no event will the aggregate liability of DGL or any of the DGL Affiliates, whether in contract, warranty, tort (including, but not limited to, negligence), or other theory of law, arising out of or relating to these Terms or the use of or inability to use the Tokens, exceed the amount you pay to us for your purchase of the Tokens.

9. Security

You are responsible for implementing reasonable measures for ensuring the security of the wallet or other storage mechanism you use to receive and hold the Tokens you purchase from us, 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 Tokens temporarily or permanently and your Tokens may not be recoverable. DGL is not responsible, and is not obliged to compensate you, for any such losses.

10. Information and personal data

Certain laws and regulations applicable to DGL, particularly in relation to DGL’s anti-money laundering and countering the financing of terrorism obligations, may require us to collect, process, and analyze certain information about you in relation to your purchase of the Tokens. Such information may contain your personal data. You agree to provide us all such information in full promptly upon request. We reserve the right to reject your request to purchase the Tokens if you do not furnish us with all the information requested or that DGL has assessed that we do not want to accept the relevant risk in accepting your request to purchase after performing necessary due diligence. DGL is under no obligation whatsoever to provide you with any reason for rejecting your request to purchase the Tokens, including any reason relating to the inadequacy or otherwise of information you provide to us.

Such information may be disclosed to DGL’s service providers for further validation and processing in order to fulfil these obligations. We will handle all personal data we receive from you in accordance with the Personal Data Protection Act 2012.

11. Taxes

The purchase price that you pay for the Tokens does not include applicable taxes, if any. You are responsible for determining the taxes, if any, that apply to your purchase of the Tokens, as well as for withholding, collecting, reporting, and remitting the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any tax arising from your purchase of the Tokens. To the fullest extent permitted by law, you agree to not hold DGL or any of its affiliates, shareholders, directors, or advisors responsible for any tax liability associated with or arising from the purchase of the Tokens.

12. Governing law

These Terms are governed by and will be construed in accordance with the laws of the Republic of Singapore.

13. Dispute Resolution

All disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

14. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms, and the rest of these Terms will otherwise remain in full force and effect.

15. Modifications to Terms

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms at any time, including, without limitation, as may be required to comply with any applicable laws or regulations. If we make changes, we will post the amended Terms at https://docs.debio.network/ and include the date of such update. Unless otherwise specified, amended Terms are effective and binding immediately.

16. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of the Tokens. While we may assign our rights and obligations under these Terms, you are not allowed to assign your rights and obligations under these Terms without our prior written consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Neither these Terms, nor purchasing the Tokens from us, create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise expressly provided for herein, these Terms are intended solely for the benefit of yourself and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any provisions of these Terms that by their nature should survive or that are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms. All headings included in these Terms are included for convenience only and shall not be considered in interpreting these Terms. These Terms do not limit any rights that we may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to us, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to us.

Exhibit A

Token Sale Procedures and Specifications

1. Token Price

The price per Token at the Token Sale is USD [$0.26] (updated on November, 20th 2021 at 9:51PM) for the private pre-sale (Seed Round [USD $0.05], Strategic [USD $0.10], Private [USD $0.15] for the public pre-sale, and USD [$0.26] (updated on November, 20th 2021 at 9:51PM) for the Token Sale. This is payable in DBIO only (each, a “Payment Currency”), according to applicable exchange rates for your Payment Currency, published on [Coinbase] Ref.finance or any other reputable exchanges that DGL may determine as of the time your unique deposit address receives payment from you for the Tokens. DGL reserves the right to amend the price per the Tokens, at its sole discretion, during the Sale Period.

2. Commencement, Duration, and Completion of Token Sale

The Sale Period comprises three phases, namely, a: (1) pre-sale period consisting of one private sale period, where a limited number of persons, as determined by DGL, may purchase the Tokens (the “Private Pre-sale Period”) and one public sale period, where the public may purchase the Tokens (the “Public Pre-sale Period”) and (2) public sale period, where members of the public may purchase the Tokens (the “Public Sale Period”).

The Private Pre-sale Period occurred from [May 2021] to [October 2021], Public Pre-sale Period from [November 7th, 2021] to [November 14th, 2021], and Public Sale Period on [November 14th, 2021] to [November, 21st 2021].

3. Procedures for Buying and Receiving THE Tokens

Instructions on how to buy and receive the Tokens may be found on our Twitter.

4. THE Tokens allocated for sale

DGL intends to generate a total of 100 Million [One-hundred million] Tokens. 6.5 Mil $DBIO Tokens will be set aside strictly for sale during the Sale Period. All sales of the Tokens are final and non-refundable for any reason.

5. THE Tokens Retained by DGL

[●] 12.5 Mil $DBIO Tokens of the 100 Mil $DBIO Tokens generated for sale during the Sale Period will be reserved for DGL’s shareholders, advisors, and working team (the “Reserved Tokens”). Use of Proceeds from Token Sale

Generally, the proceeds from the Token Sale (the “Proceeds”) will be used as set out below.

  1. Admin & Operation (11.0% of Proceeds)

  2. In-House Scientists (14.0% of Proceeds)

  3. Marketing & BizDev (22.1% of Proceeds)

  4. Finance (5.1% of Proceeds)

  5. Management (22.0% of Proceeds)

  6. Tech (25.8% of Proceeds)

The anticipated uses of the Proceeds described above are provided for illustrative purposes only. DGL reserves the right to allocate Proceeds at its sole discretion in such manner as it deems fit.

Exhibit B

Certain Risks Relating to Purchase, Sale and Use of the Tokens

The Tokens are not being structured or sold as securities or any other form of investment product, financial instrument, or similar. Accordingly, none of the information presented in this Exhibit B or anywhere else in the Terms is intended to form the basis for any investment decision, and does not constitute any financial, investment, legal, tax, or other professional advice or recommendations. DGL expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit B, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.

By purchasing, holding and using the Tokens, you expressly acknowledge and assume the risks set out in these Terms, including those listed in this Exhibit B.

1. Regulatory risks

The regulation of tokens such as the Tokens is still in a very nascent stage of development in Singapore. A high degree of uncertainty as to how tokens and token-related activities are to be treated exists. The applicable legal and regulatory framework may change subsequent to the date of these Terms. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on DGL or the Tokens.

2. No regulatory supervision

None of DGL or its affiliates is currently regulated or subject to the supervision of any regulatory body in Singapore. In particular, DGL and its affiliates are not registered with MAS in Singapore as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under the Securities and Futures Act, Financial Advisors Act, and other related regulatory instruments. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for purposes or maximising investor protections. Since DGL is not subject to such requirements or standards, it will make decisions on those issues at its own discretion. While DGL will have regard to best practices on these issues, holders of the Tokens will not necessarily enjoy the same extent and degree of investor protections as would be the case should they purchase products or services from regulated entities instead.

3. No fiduciary duties owed

As DGL is not a regulated financial institution, it does not owe holders of the Tokens any fiduciary duties. This means that DGL has no legal obligation to always act in good faith in the best interests of holders of the Tokens. While DGL will have regard to the interests of holders of the Tokens, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over the interests of the Tokens holders. This may mean that DGL is permitted to make decisions that conflict with, or are not necessarily in, the interests of the Tokens holders. Not owing any fiduciary duties to holders of the Tokens also means that holders of the Tokens may have limited rights of recourse against DGL and its affiliates in the event of disputes.

4. Tax risks

The tax characterization of the Tokens is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to purchase the Tokens should seek independent tax advice prior to deciding whether to purchase any Tokens. DGL does not make any representation as to whether any tax consequences may arise from purchasing or holding the Tokens.

5. Risks from third parties

The tokenized nature of the Tokens means that they are a blockchain-based asset. The security, transferability, storage, and accessibility of blockchain assets depends on factors outside of DGL’s control, such as the security, stability, and suitability of the underlying blockchain, mining disruptions, and who has access to the private key of any wallet where the Tokens are stored. DGL does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of the Tokens. Persons intending to purchase the Tokens should note that adverse events caused by such external factors may result in the loss of some or all the Tokens purchased. Such loss may be irreversible. DGL is not responsible for taking steps to retrieve the Tokens lost in this manner.

As with other decentralized cryptographic tokens, the Tokens are susceptible to attacks by miners in the course of validating the Tokens transactions on the blockchain, including, but not limited, to double-spend, majority mining power, and selfish-mining attacks. Hackers or other malicious groups or organizations may attempt to interfere with the Services, the DeBio Network, or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, etc. Any successful attacks present a risk to the Services, the DeBio Network, and the Tokens, including, but not limited to, accurate execution and recording of transactions involving the Tokens.

6. Risks in purchasing THE Tokens

DGL cannot and does not guarantee or otherwise assure that there are no risks in relation to your purchase of the Tokens. The purchase of the Tokens may, depending on the manner in which the relevant purchase is effected, involve third parties or external platforms (e.g., wallets). The involvement of such parties or platforms may introduce risks that would not otherwise be present, such as misconduct or fraud by the third party, or your failure to receive the Tokens upon duly making payment because of a third-party wallet’s incompatibility with the Tokens. DGL is not responsible for any risks arising due to the involvement of third parties, including the risk of not receiving (or subsequently losing) any or all the Tokens you attempt to (or successfully) purchase.

7. Risk of Losing Access to THE Tokens

Crypto-assets such as the Tokens are commonly stored in storage devices such as wallets. Usually, you must have certain information, such as a private key, in order to access and use such storage devices. The loss of the private key(s) associated with your storage device where you store your Tokens will result in loss of such Tokens. Furthermore, any third party that gains access to these private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate or convert your Tokens.

8. Market risks

The Tokens are intended to be used solely in connection with the Services, and DGL will not support or otherwise facilitate any secondary trading or external valuation of the Tokens. This restricts the contemplated avenues for using the Tokens to the provision or receipt of Services and could therefore create illiquidity risk with respect to the Tokens you hold. Even if secondary trading of the Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to the Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.

9. Risk of Uninsured Losses

The Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance that we have or will arrange for in order to offer recourse to you.

10. Risk of Alternative Networks

It is possible that alternative networks could be established that utilize the same open-source code and protocol underlying the Services and attempt to facilitate services that are materially similar to the Services. The Services may compete with these alternative networks, which could negatively impact the Services and the Tokens.

11. Risk of Insufficient Interest

It is possible that neither the Services nor the DeBio Network will be used by a large number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as the DeBio Network) more generally. Such a lack of use or interest could negatively impact the development of the DeBio Network and therefore the potential utility of the Tokens.

12. Risks Associated with Development and Maintenance

The Services and the DeBio Network are still under development and may undergo significant changes over time. Although DGL intends for development to progress in the fashion outlined in its white paper, and intend to take commercially reasonable steps toward those ends, DGL may have to make changes to the specifications for any number of legitimate reasons. This could create the risk that the Services, the DeBio Network, and the Tokens, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, it is still possible that the Services or the DeBio Network will experience malfunctions or otherwise fail to be adequately developed or maintained despite our good faith efforts to prevent this from occurring. This may negatively impact the Services, the DeBio Network, and the Tokens.

13. Risk of Dissolution

It is possible that, due to any number of reasons, including, but not limited to, a decrease in the utility of the Tokens, the failure of commercial relationships, or intellectual property ownership challenges, the Services, DGL, or the DeBio Network may no longer be viable to offer or operate and DGL may suspend operations or dissolve.

14. Risks Arising from Governance rights and control

Because the Tokens confer no control or governance rights of any kind with respect to the Services, the DeBio Network, or DGL or its affiliates, all decisions involving the Services or the DeBio Network will be made by DGL at its sole discretion. This includes, but is not limited to, decisions to discontinue all or part of the Services; create and sell more the Tokens providing access to the Services; or to sell or liquidate DGL. These decisions could adversely affect you in various ways, including in relation to your use of the Services and the Tokens you hold.

15. Unanticipated Risks

Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit B, other risks may arise in connection with your purchase, holding, and use of the Tokens, including risks that DGL cannot anticipate. Such risks may materialize at any point in time. DGL is not responsible for any adverse impact that you may encounter from a risk that has not been identified in any part of these Terms.

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