SAFT – Simple agreement for future tokens

Section B – General terms

Preamble

• The Foundance AG (the "Company") is an association registered in Zug, Switzerland, with the purpose as set out in its articles of association, including to power the soonami ecosystem and developing the Foundance project (the "Project"), with its connected platform (the "Platform") that gives entrepreneurs access to funding, knowledge, and mentorship, fostering a decentralized and inclusive entrepreneurial ecosystem (together the "Purpose") and as further described on the Project's website (the "Website"). 

• In connection with the Project and to fund its development and related activities, the Company is conducting a private sale (the "Private Sale") to issue the soonami token (the "Token" or "SNI") to buyers (the "Buyers"; together with the Company the "Parties", each a "Party"). Tokens may further be distributed through additional sales as well as other activities such as liquidity mining, ecosystem development sponsoring, or airdrops. Starting with the Token Generation Date 200k Tokens are minted per week for the first seven years, after which the minting rate decreases by 0.735% weekly (the "Total Token Supply").

• The Buyer has directly contacted the Company on its own initiative to receive information how to participate in the Private Sale, and wishes to purchase Tokens in the Private Sale. The Buyer is a professional investor.

Now, therefore, the Parties agree as follows:

1. Agreement

This simple agreement for future tokens (the "Agreement") consists of the following documents, which – in case of conflict – take precedence in the following order: 

• The main body of this Agreement; 

• Annexes to this Agreement; and

• The disclaimers as made available on the Website (the "Disclaimers"). 

Except as explicitly referenced in this Agreement or as otherwise agreed, no other documents or information is legally binding or part of this Agreement.

2. Purchase of Tokens

2.1 Purchase and payment terms
In order to purchase the Tokens, the Buyer is required to transfer a minimum of USD 100k in WETH or WBTC, as determined by the Company (the "Staked Assets") to a specific non-custodial vault (the "Vault") on a specialized DeFi protocol (the "Protocol") determined by the Company. 
‍
Upon transferring the Staked Assets, the Buyer receives proof ("Proof") issued by the Company, confirming that the Staked Assets have been deposited into the Vault. The Proof is provided in a format determined by the Company and serves as the Buyer’s evidence of entitlement to receive the Tokens at a later date. 
‍
Part of the net staking yield generated on the Staked Assets (the "Yield") is used by the Company to purchase Tokens on the market once launched. In consideration for the Yield, the Buyer shall be eligible to receive Tokens when they are generated. 
‍
The amount of Tokens to be received by the Buyer (the "Token Amount") is determined based on the accumulated Yield at the time of the token distribution and the market price of the Token at the time the Yield is used to purchase Tokens.
‍
The Buyer acknowledges and agrees that:

• the Yield is the net yield with staking, minus any gas fees and third-party management fees as communicated on the Website. 

• the Company may at any time in its sole discretion limit the amount of Staked Assets, and/or determine an end date for the purposes of calculating the Yield that is used for the calculation of the Token Amount. 

• the Company has no control over the Vault and the Protocol and the use of the Vault and the Protocol are entirely at the own risk of the Buyer. 

• that it is a third-party provider as communicated on the Website that provides the staking services and that the terms of such staking provider apply. 

For the purposes of denominating the Yield in USD, the Company shall in regular intervals calculate the USD equivalent of the yield based on the USD exchange rates of the yield currency as per CoinMarketCap.

2.2 Token Generation Date
The Company will use commercially reasonable endeavors to generate the Tokens around Q2 2025 (the "Estimated Token Generation Date"). The timing of the actual token generation (the "Token Generation Date"), and whether the Tokens will be delivered at all, will each be determined at the sole discretion of the Company.

2.3 Delivery of Tokens
The Company shall deliver the Tokens on or around the Token Generation Date to a wallet indicated by the Buyer. The delivery is subject to:

• the Buyer having transferred the required minimum amount for the Staked Assets to the Vault;

• the Buyer passing all onboarding and all KYC requirements as established by the Company from time to time, if any;

• the Buyer providing a designated wallet address.

The Buyer shall provide to the Company or a designated third-party accurate, complete, and up-to-date information and documents to enable the onboarding KYC procedure as reasonably determined by Company. The Company may, at its own discretion, require additional information from Buyer now or in the future. 
‍
The Company may amend the delivery methods if abiding by any of the agreed method(s) would, in the reasonable discretion of the Company, lead to a material adverse effect for the Company or the Project (e.g., regulatory, tax or price impact). In case of such amendment, the Company shall treat all Token holders equally, unless there are legitimate grounds for unequal treatment. 

2.4 Technical description and functionalities of the Token
The Tokens are cryptographic tokens to be implemented in a smart contract (ERC-20) on the Ethereum blockchain. The Tokens are transferable. The currently envisaged utilities of the Token are further described in the token characteristics according to Annex 1. The Buyer acknowledges and agrees that the Company, in line with the Purpose and as deemed appropriate, may change, reduce, or add functionalities to the Tokens, as long as such changes do not circumvent the purpose of this Agreement, including the delivery of Tokens to the Buyer.
‍
The Buyer acknowledges that the Tokens (i) do not confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, participation, or any other legal right towards the Company or any third party; and (ii) are not any kind of loan to the Company or to a third party. The Buyer acknowledges that the Company retains all current and future rights, titles, and interest in all of the Company's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Buyer may not use any of the Company's intellectual property for any reason without the Company's prior written consent. Rewards or other types of fee distributions, if any, are based on a decentralized programmatic logic of the Platform and there is no guarantee nor any legal claim to any such rewards or fee distributions. 
‍
Notwithstanding any other provisions of this Agreement, the Buyer acknowledges and agrees that there is NO CLAIM FOR REFUND from the Company, and any potential refund is made by the Company in its sole discretion. 

2.5 Loss of Tokens
If the Buyer's private key(s) or other access credentials are lost, the Buyer will lose access to its Tokens. The Company has no means of recovering such Tokens and is not responsible for any such losses. 

2.6 Hard Fork
In the case of a split of the underlying blockchain (hard fork), the Company decides, at its own discretion, which version of the blockchain will be supported for the Tokens. The smart contract will be continued in one chain only and in all other versions of the chain it will be 'paused', i.e., no more transactions can be made.

2.7 Dissolution Event
If there is (i) a voluntary termination of the entire Project, or (ii) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (each a "Dissolution Event"), the Company will, to the extent permissible under applicable laws and regulations, pay an amount equal to up to 80% of the Yield, due and payable to the Buyer immediately prior to, or concurrent with, the consummation of the Dissolution Event. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Buyers are insufficient to permit the payment to the Buyers of 80% of their respective Yield, then the entire assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Buyers up to 80% of their Yields in proportion to their Yield as a percentage of all Yields. For the avoidance of doubt, the remaining 20% of the Yield will be non-refundable. Under no circumstance will any of the members, representatives, partners, or any other legal entity or natural person other than the Company itself be liable for any repayment. 

2.8 Use of Proceeds
The Company covenants and agrees that it will solely use the Yield in line with the Purpose, and undertake commercially reasonable efforts to develop the Project together by itself and with suitable third parties.

The Buyer acknowledges and agrees that within the above, the Company (i) will have broad discretion over the use of proceeds from this Private Sale, and (ii) might make amendments from time to time to re-align with internal and external developments. The Private Sale funds allocation section, if any, in any of the Company's documentation is indicative only.

2.9 Token Distribution
The Company envisages distributing the Tokens to supporters, employees, contributors, and network participants as well as through activities such as liquidity mining, ecosystem development sponsoring, or airdrops, or by selling Tokens in a private or public sale ("Token Distribution"). The Buyer acknowledges and agrees that the Company has sole discretion on how to conduct such Token Distribution, as long as such Token Distribution does not circumvent the purpose of this Agreement, including the delivery of the Token Amount to the Buyer.

The Company is under no obligation to amend and restate this Agreement to be similar or identical to the subsequent SAFTs or token sales. Any unsold Tokens at the time may be retained by the Company and can thereafter be dealt with by the Company in its sole and absolute discretion.

3. Company Representations and Warranties

3.1 No representations by the Company
Unless explicitly stated otherwise in this Agreement, the Company does not make any representations and warranties, and all representations and warranties shall be excluded to the greatest extent permitted under applicable law.
‍
In particular, the Company does not make any representations and warranties regarding (i) any particular feature of the Token, the Project, the Platform, and/or the Company, and (ii) the successful development and deployment of the Token, the Project, and/or the Platform. Any information regarding the Token, the Project, the Platform, and the Company is provided 'as is', and the Company does not make any representation or warranties regarding the completeness, accuracy, and up-to-dateness of any information provided by the Company, unless explicitly stated otherwise in this Agreement. The Buyer confirms that it has not relied upon any representation or warranty, express or implied, pertaining to the Token, the Project, the Platform, and/or the Company.
‍
The Company represents and warrants that:

• it has full legal capacity, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms.

• it is duly organized, validly existing, and in good standing under the laws of Switzerland, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted. No consents or approvals are required in connection with the performance of this Agreement, other than the Company's corporate approval. To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

4. Buyer Representations and Warranties

The Buyer represents and warrants that:

• it has full legal capacity, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms.

• it is duly organized, validly existing, and in good standing under applicable laws, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted (if applicable).

• no consents or approvals are required in connection with the performance of this Agreement, other than the Buyer's corporate approval (if applicable).

• it has provided and will continue to provide accurate, complete, and up-to-date information;

• it is the sole beneficial owner of the Staked Assets. The Buyer further represents and warrants that it is purchasing the Tokens for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.

• it has carefully read, reviewed, and fully understood this Agreement, including all referenced documents (if any), and is not relying on any representation, warranty, confirmations, promises, or agreements except as set out in this Agreement. The Buyer furthermore acknowledges and understands that any additional documentation provided by the Company relating to the Project, the Platform, or the Token does not contain any representations, warranties, confirmations, promises, or similar by the Company and that the Buyer solely relies on this Agreement, including all referenced documents (if any).

• it understands the inherent risks with any type blockchain-based project and recognizes that a contribution involves substantial risk and can lead to the complete loss of the Yield. It understands that there is no guarantee that the Tokens will ultimately be minted and distributed for any specific token price at all. The Buyer has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Buyer's financial condition, and is able to bear the economic risk of such investment for an indefinite period of time. By entering into this Agreement, the Buyer acknowledges and assumes any and all risks related to the actions contemplated under this Agreement, including but not limited to the risk factors set out in Annex 2.

• it complies with applicable law and regulation in its jurisdiction regarding the purchase of Tokens, including, but not limited to, (i) legal capacity and any other threshold requirements in its jurisdiction for purchasing Tokens, and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. The Buyer has not taken any action, nor will it take any action in any country or jurisdiction that would constitute a public offering of any Tokens or require the registration of any other offering material, nor will it distribute any other offering material in any country or jurisdiction where action for that purpose is required;

• it does not reside in, is not located in, is not a citizen of, is not incorporated in, does not have registered office in, or is not in any other way subject to the jurisdiction of (i) the United States of America, (ii) a country or territory (together "Sanctioned Countries") that is currently the subject of any sanctions or trade embargos administered or imposed by (1) Switzerland, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) the country of residence of the Buyer, or (6) by another authority having jurisdiction over the Buyer or its assets, (iii) a jurisdiction identified by the Financial Action Task Force ("FATF") for strategic AML/CFT deficiencies and included in FATF's listing High-Risk Jurisdictions, (iv) a jurisdiction (including, but not limited to, the Sanctioned Countries) in which the actions contemplated under this Agreement are prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction ((i) to (iv) together the "Prohibited Jurisdictions").

• it has had the opportunity to be advised by legal professionals in relation to this Agreement and confirms that it has fully understood the legal implications of all the clauses contained in this Agreement.

• it bears the sole responsibility to determine if its purchase of the Tokens, the potential appreciation or depreciation in the price of Tokens over time, the sale and purchase of Tokens and/or any other action or transaction related to the Tokens has tax implications for the Buyer.

In any case, the Buyer acknowledges and is aware that it is the Buyer's own responsibility to be informed about all tax, legal, and regulatory requirements in connection with the transaction contemplated in this Agreement.

5. Limitation of liability and Indemnification

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIABILITY OF THE COMPANY UNDER OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO WILFUL MISCONDUCT, GROSS NEGLIGENCE AND PERSONAL INJURY. Any further liability of the Company under any title (including but not limited to direct, indirect, special, incidental, consequential, or other damages of any kind [including, but not limited to, loss of capital, income, or profits]) is explicitly excluded. Notwithstanding the above, the aggregate liability of the Company under or related to this Agreement shall in no event exceed the Yield.
‍
The Buyer shall, to the fullest extent permitted under applicable law, indemnify and hold the Company harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorney's fees and expenses, made by any third party due to or arising out of (i) any breach of this Agreement or any law or regulation applicable to the Buyer (including any affiliate, employee or other person acting on behalf of the Buyer), (ii) any breach of the representations and warranties set forth in this Agreement, or (iii) any violation of the rights of a third party.

6. Termination

This Agreement terminates upon the Company delivering the Tokens pursuant to provision 2.3 or the provision 2.7 (Dissolution Event).
‍
Furthermore, the Company may, but is under no obligation to, terminate this Agreement anytime if: 

• the Buyer fails the KYC checks as determined in reasonable discretion of the Company; 

• the Buyer materially breaches any obligation or representation of this Agreement;

• the continued affiliation of the Buyer with the Company or the Project would, in the reasonable discretion of the Company, risk serious harm to the Company, the Platform, or the Project from a reputational or regulatory perspective or otherwise. 

In case the Company terminates this Agreement under (i) and (iii), and the termination was not caused by the wilful or gross negligent acts or omissions of the Buyer, the Company shall refund any paid Yield to the Buyer, less any fees and transaction expenses associated with such return, and the Buyer shall return any Tokens received to the Company. Any further claims by the Buyer are excluded.

7. Confidentiality

7.1 With Respect to the Company
The Buyer undertakes to observe strict confidentiality towards any third party regarding business affairs of the Company presently in its knowledge and which it gains knowledge of in the future, particularly regarding confidential information about the technical aspects, suppliers, customers, business policies and strategies, and financial aspects other than facts and information that is made public by the Company itself.

7.2 With Respect to this Agreement
The Parties undertake to respect strict confidentiality regarding the terms of this Agreement, and to abstain from disclosing its contents to any third party without the prior written approval of the other Party; provided, however, that each Party remains free to disclose the terms and content of this Agreement to the extent necessary to fulfil the terms and conditions of this Agreement and to any tax, judicial or other regulatory authority.

7.3 Public Announcements
The Company may disclose the aggregate number of Tokens for which the Buyer has committed with this Agreement and a potential price discount per token, which has to be paid by the participants in the Private Sale.

The Company will not disclose the identity of the Buyer without the Buyer's prior consent. The Buyer may only publicly disclose the purchase of Tokens, the Price per Token, or any other fact relating to this Agreement with the prior written consent of the Company.

7.4 Survival
The confidentiality obligations under this provision 6 remain in full force and effect for the duration and after termination of this Agreement.

8. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement, and supersedes all prior agreements, between the Parties relating to the subject matter hereof. No partnership: The obligations of the Parties hereunder are contractual in nature, and the Parties agree that they do not form, and this Agreement shall not be deemed to constitute, a simple partnership (einfache Gesellschaft; société simple) pursuant to art. 530 et seq. CO.
Amendments: All amendments and supplements to this Agreement must be made in writing.
Notices: Notices hereunder shall be given in text form to the last communicated or available address.
Form: For the purposes of this Agreement, 'in writing' shall mean wet-ink and any (qualified or non-qualified) e-signature solution (e.g., docusign or scribble), and 'in text' shall mean any text form including electronic text (e.g., email).
Assignment: The Buyer shall not assign this Agreement without the prior written consent of the Company. Any assignment or transfer by the Buyer in violation of this section will be void. The Company may be free to assign this Agreement to an affiliate or subsidiary.
Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Governing Law & Jurisdiction: This Agreement is governed by substantive Swiss law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts at the seat of the Company.

Annex 1 – Token Characteristics

The currently envisaged functionalities of the Token include:

• TBD

Annex 2 – Risks factors

Note: This list is non-exhaustive. By entering into this Agreement, the Buyer acknowledges and assumes any and all risks related to the actions contemplated under this Agreement. 

• Volatility risks: The value of cryptographic tokens is highly speculative and is typically associated with high price volatility. Cryptographic tokens, including the Token, can completely lose all market value.

• Market liquidity risks: There is no prior market for and there may not be an active or liquid market for the Tokens. Even if the Tokens are traded on the secondary market, there may be insufficient buyers or sellers. 

• Regulatory risks: Regulations governing distributed ledger technologies, cryptographic tokens such as the Tokens and the Project are uncertain, and regulations or policies may materially adversely affect the cryptographic tokens economy, the continuation of the Project, and the utility of the Tokens.

• Risks associated with taxation: The tax treatment of this Agreement and the Tokens are uncertain, and there may be adverse tax consequences for the Buyer upon certain future events. The Buyer should seek independent tax advice in connection with this Agreement.

• Risks associated with negative publicity: Negative publicity may materially and adversely affect the price of the Tokens and the Project.

• Risks associated with the Project: There is no assurance of any success of the Project.

• Operational and legal risks: The Company may be forced to cease operations (whether for regulatory reasons or otherwise) and may also be subject to unanticipated legal proceedings.

• Technology risks: There are unanticipated risks arising from the technology supporting cryptographic tokens, including the Token, and the Project, and there may be weaknesses, vulnerabilities, or bugs in the distributed networks, protocols, systems, and smart contracts in connection with the cryptographic tokens and/or the Project, which may result in a total loss of cryptographic tokens, including the Token, arising from theft, cyber-attacks, exploits, malfunctions, misuse or other factors. 

• Risks associated with consensus mechanisms of blockchains and distributed networks: Distributed networks and blockchains utilize various consensus mechanisms (including 'proof-of-work', 'proof-of-stake', a variation thereof, or other consensus mechanisms), each having unique risks. These include malicious or exploitive actions by nodes or network participants or a failure of such consensus mechanisms to work as intended resulting in forks and/or other circumstances rendering the distributed network associated with the relevant cryptographic token effectively unusable. 

• Risks associated with hardware and software weaknesses: The Company may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the infrastructure network of the Company, and/or the Project.

• Risk of force majeure: There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases, and other force majeure events beyond the control of the Company.

• Unanticipated risks: In addition to the risks set out herein, there are other risks associated with cryptographic tokens, the Tokens, the Project, the Company, and blockchain technology/ventures in blockchain technology in general, which cannot be anticipated. Such unanticipated risks, if realized, may result in adverse consequences for the Buyer.