Sale Disclaimer

This disclaimer applies to the Gotchi Community Sale (the “Sale”) conducted by Gotchi Labs Ltd., a business company incorporated in the British Virgin Islands (“Gotchi”), through Sonar, the token-sale infrastructure operated by Echo.

It forms part of the terms on which the Sale is offered and should be read together with the sale parameters and other terms published on this site.

Nothing on this website is an offer to sell, or a solicitation of an offer to buy, any token or security in any jurisdiction where such an offer or solicitation would be unlawful.

Nothing on this website constitutes investment, legal, accounting or tax advice, and no statement on this website is a recommendation to participate in the Sale.

The $CHI tokens offered in the Sale have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state of the United States.

They are offered and sold only outside the United States to persons who are not U.S. persons, in reliance on Regulation S under the Securities Act.

“U.S. person” has the meaning given in Rule 902(k) of Regulation S. It includes, among others, any natural person resident in the United States and any partnership or corporation organised or incorporated under the laws of the United States.

U.S. persons, and any person located in or accessing the Sale from the United States or its territories, cannot participate. This Sale has no accredited-investor path: verification as an accredited investor does not make a U.S. person eligible.

Participation is subject to identity verification, sanctions screening, wallet-level risk screening, jurisdictional restrictions and applicable local laws. Access may be limited or unavailable depending on the laws and regulations of your country of residence or location.

The Sale is not available to persons located in, or citizens or residents of, the following restricted jurisdictions (among others):

• Afghanistan
• Belarus
• Bosnia and Herzegovina
• Burkina Faso
• Cameroon
• Canada
• Central African Republic
• Cuba
• Democratic Republic of Congo
• Eritrea
• Ethiopia
• Haiti
• Iran
• Iraq
• Lebanon
• Libya
• Mainland China
• Mali
• Myanmar
• North Korea
• Palau
• Russia
• Somalia
• South Sudan
• Sudan
• Syria
• Ukraine
• United Kingdom
• United States
• Venezuela
• Yemen

Restrictions also apply to any person located in, a citizen or resident of, or acting on behalf of any person in, a region subject to comprehensive sanctions or a trade embargo, and to any person named on a list of prohibited or restricted parties maintained by the United States, United Nations, European Union or its member states, United Kingdom, or any other applicable authority.

Additional restrictions may apply based on sanctions screening, wallet risk screening or the final Sale terms. Gotchi may update this list at any time, including during the commitment window. The version in force is the version published on this page.

Using a VPN, proxy or any other tool or arrangement to conceal your location or nationality, or otherwise evade these restrictions, is prohibited and may result in a commitment being rejected or unwound.

All participants must complete identity verification — KYC for individuals and KYB for businesses — through Sonar before committing. Sonar may also conduct sanctions screening and wallet-level risk screening.

Identity verification is conducted through Sonar by Echo. Gotchi receives only the information and eligibility results made available through the Sonar process in accordance with the applicable terms and privacy requirements.

Passing identity verification does not guarantee an allocation. Final participation and the size of any allocation remain subject to jurisdictional eligibility, the Sale rules, commitment amount, final settlement outcome and Gotchi’s discretion to accept, reduce or reject commitments.

Commitment limits are enforced per verified entity, not per wallet. Connecting a wallet does not make a participant eligible, and splitting commitments across multiple wallets does not increase an allocation.

By participating in the Sale, you represent and warrant that:

• you are at least 18 years old, or the age of majority where you live, and have the legal capacity to enter into a binding agreement;
• you are not a U.S. person as defined in Rule 902(k) of Regulation S and are not located in or resident in the United States;
• you are not located in, a citizen or resident of, or acting on behalf of a person in, a restricted jurisdiction identified above;
• you are not subject to sanctions administered by any applicable authority and are not named on any list of prohibited or restricted parties;
• you are acting for your own account and not on behalf of or for the benefit of a person who would not be eligible to participate;
• the funds you commit have been lawfully obtained and are not derived from criminal activity;
• you are not acquiring $CHI with a view to its offer, sale or distribution to any U.S. person or any person in a restricted jurisdiction;
• you have made your own independent assessment of the Sale, have obtained such professional advice as you consider appropriate, and have not relied on any statement other than those in the Sale terms;
• you are solely responsible for determining and paying any taxes applicable to your participation in the Sale and to $CHI;
• you control the wallet used to commit and to receive $CHI, and that wallet is able to receive Solana tokens;
• you have reviewed and understand the Sale terms, including the applicable valuation, token allocation and vesting or unlock schedule for the tranche in which you participate;
• you understand that Gotchi may accept, reduce or reject a commitment in accordance with the Sale terms and that accepted commitments may be scaled back if the Sale is oversubscribed; and
• you are able to bear the complete loss of the amount you commit.

These representations are made on the date of your commitment and are repeated on each date on which $CHI is delivered to you. You must notify Gotchi promptly if any of them ceases to be true.

Gotchi may, subject to applicable law and the final Sale terms, accept, reduce, reject, suspend, cancel, unwind, freeze or refund any commitment, in whole or in part.

Without limiting the above, Gotchi may take such action where required or advisable for legal or regulatory reasons, where a screening check flags a participant or wallet, where any participant representation proves to be incorrect, or where necessary to manage the size, composition or allocation of the Sale.

Any rejected or unfilled portion of a commitment will be handled in accordance with the published Sale and settlement terms. Gotchi may also modify the Sale parameters or discontinue the Sale, subject to applicable law and the final Sale terms. If Gotchi discontinues the Sale, committed USDC will be returned in accordance with the Sale terms. To the extent permitted by applicable law, Gotchi will not be liable for any loss arising from the exercise of these rights.

Participating in a token sale carries significant risk. You may lose the entire amount you commit.

• Total loss. Digital assets are volatile and can become worthless. No deposit insurance or investor-protection scheme covers this Sale.
• Regulatory risk. Tokens may be treated as securities or otherwise regulated in certain jurisdictions. Regulatory treatment can change and may affect transferability, trading or your ability to hold $CHI.
• Liquidity and vesting. Token distribution and unlocks are subject to the Sale terms applicable to the tranche in which you participate. There is no guarantee of liquidity, a trading venue, an exchange listing or any particular market price.
• Technology risk. Smart contracts, blockchain networks, wallets and related infrastructure may fail, be disrupted or be exploited. Lost private keys may result in permanently lost tokens.
• Execution risk. Nothing on this website guarantees the Gotchi roadmap, adoption of Gotchi products, growth of the ecosystem or the future value or utility of $CHI.
• Price and unlock differences. Tranche 1 and Tranche 2 are priced differently and are subject to different unlock terms. Other holders, including earlier purchasers, may hold $CHI acquired at a lower price or on different unlock terms, and sales by them may adversely affect the market price. The price of $CHI may fall below your purchase price before your tokens unlock.
• Third-party platform risk. The Sale relies on Sonar, Echo and other third-party infrastructure that Gotchi does not control. Outages, errors or security incidents affecting those services may delay or prevent participation, settlement or distribution.
• Tax. The tax treatment of $CHI is uncertain and may differ between jurisdictions. You are responsible for your own tax position.
• Forward-looking statements. Statements on this website about Gotchi's plans, roadmap, product verticals, integrations, user metrics or ecosystem growth are forward-looking and reflect current expectations only. Actual results may differ materially, and Gotchi has no obligation to update them.

Nothing on this website constitutes a promise of value, future price, exchange listing or financial return.

To the maximum extent permitted by applicable law, neither Gotchi nor its affiliates, directors, officers, employees or agents will be liable for any indirect, consequential or special loss, or any loss of profit, arising from or in connection with the Sale, and Gotchi’s aggregate liability to any participant will not exceed the amount of USDC committed by that participant and accepted by Gotchi.

This disclaimer and any dispute arising out of or in connection with it or the Sale are governed by the laws of the British Virgin Islands. Any such dispute will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre under the SIAC Rules in force at the time, seated in Singapore, before a sole arbitrator and conducted in English.

To the extent permitted by applicable law, participants waive any right to bring or participate in claims on a class or representative basis.

Gotchi may update this disclaimer from time to time. The version in force is the version published on this page and identified by the last-updated date above.

Questions regarding this disclaimer or eligibility may be sent to Gotchi Labs Ltd. at contact@gotchilabs.com.

Questions regarding identity verification, screening outcomes or a Sonar account are handled by Echo at support@echo.xyz.

Official announcements relating to the Sale will be communicated through Gotchi Labs’ official channels.

This page describes eligibility for the Gotchi Community Sale. Eligibility is determined and enforced as part of the verification and Sale process on Sonar. This page is informational and is not itself the verification step.