Terms of Use

Effective as of March 1st 2022

These Salto X Terms of Use govern the relationship between Salto X and the Users of the Salto X Platform.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING AND USING THE SALTO X PLATFORM, YOU AGREE TO BE LEGALLY BOUND BY AND HEREBY CONSENT TO THESETERMS OF USE AND CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT USE OR ACCESS THE SALTO X PLATFORM.

1. Definitions and Interpretations

1.1. Definitions

1. Agreement

   the agreement between the Users and Salto X pursuant to these Terms of Use.

2. Blockchain

   Polygon and/or Ethereum blockchain.

3. Business Day (s)

   any day on which banks in Estonia are operating, except Saturdays, Sundays and public holidays.

4. Company (ies)

   prospective and active legal entities registered on the Salto X Platform.

5. Default

   any act or omission by the Users, or a failure by the User to perform any relevant obligation.

6. Fees

   any fee indicated on the Fee Schedule to be paid by the Company for Services on the Salto X Platform to the Salto X.

7. Fee Schedule

   the fees schedule of Services on the Salto X Platform as amended from time to time.

8. Legal Representative

   the legal or validly authorised representative of the Company.

9. Participant (s)

   prospective and active contributors of the Company invited to participate in its Plan.

10. Plan

    Token Incentive plan set up by the Company for its Participants via Salto X Platform.

11. Prequalification NFT

    The Company may issue prequalification NFTs to prospective Participants. The NFT does not grant the prospective Participant a right to receive Tokens.

12. Privacy Policy

    the privacy policy of Salto X available on the Salto X Platform as amended from time to time.

13. Redemption Event

    the Tokens may be redeemed by the Company as defined in the Plan.

14. Registration Application

    an application to be filled by the prospective users of the Salto X Platform and register.

15. Salto X

    Salto X OÜ, registry code 16360806, VAT number EE102439757, registered at Estonia, Tallinn, Vana-Kalamaja 45-14, 10415.

16. Salto X Platform

    sites created and serviced by Salto X, merged under the domain name saltox.co.

17. Services

    Services provided by the Salto X via Salto X Platform as described under these Terms of Use.

18. Terms of Use

    these Terms of Use of the Salto X Platform.

19. Token (s)

    company based tokens minted by the Company.

20. User (s)

    the Company and the Participant each separately or jointly.

21. User Account

    An account registered and created by the User on the Salto X Platform as the Company or the Participant.

1.2. A reference to “we” or “us” is a reference to Salto X and a reference to “you” or “your” is a reference to each User of the Salto X Platform.
1.3. A reference to writing or written includes email.
1.4. A reference to a particular law is a reference to it, as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.

2. Provisions of the Services

2.1. On the Salto X Platform the Company may set up and deploy Plans and invite the Participant to benefit from it based on the contribution relationships with the Company. Salto X acts only as a “Software as a Service” and provides tools for the Company to set up their Plans. Details about our Services may be found in these Terms of Use as well as on the Salto X Platform and related materials.

2.2. It is the responsibility of the Users to independently assess in detail the implications of the Services and products provided by the Salto X Platform on their business, individual financial position or tax obligations.

2.3. We reserve the right to change these Terms of Use and/or to modify, discontinue, disable or terminate the access (or any part or feature thereof) to Salto X Platform at any time, without prior notice.

2.4. If we make changes to these Terms of Use, we will post an updated version on Salto X Platform. Your continued use of Salto X Platform following the posting of such updated version constitutes your acceptance of any changes to these Terms of Use.

3. Scope of Services on the Salto X Platform

Please note that in providing the Services pursuant to these Terms of Use, Salto X does not act as a credit institution nor as a financial services provider. Further, Salto X does not perform any investment advisory services, exchange services or custodian services. In particular, no investment recommendations, tax or legal advice is provided through the Salto X Platform and are out of the usual scope of the Services provided by Salto X.

By use of the Salto X Platform every Participant and Company has authorised Salto X, as the case may be, as their commercial agent for the mediation of conclusion of contracts between the Company and the Participant, including the power to accept payments from the Participant and to forward the payments to the Company and to accept payments from the Company and to forward the payments to the Participants. Any obligations will be fulfilled when the payment order is given to transfer funds to the respective account. Each User is responsible for ensuring that the payment takes place and ensuring that sufficient funds are available.

4. Description of Services provided by Salto X Platform

4.1. The Salto X Platform provides Company with tools on Salto X Platform to select and create a Plan, create self-executing smart contracts on the Blockchain based on created Plan, create Prequalification NFTs, mint company-based Tokens, invite prospective Participant to the Plan, grant Tokens to the Participant and determine vesting periods, cliff period, strike price of the Token and Redemption Event for the Tokens to be redeemed from the Participant.

4.2. Tokens are not granting any shareholder rights to the Participant in the Company. Tokens are granted only to whitelisted Participants by the Company and represent obligations by the Company towards those specifically invited Participants on Salto X Platform. If the Participant for any reason transfers Tokens to any third party without prior consent from the Company, such third party shall not be considered as a Participant of the Plan made by the Company and therefore not enjoy the rights and benefits as such.

4.3. For issuing and claiming Tokens the Company and its Participants need to successfully register on the Salto X Platform and enter into separate agreements.

4.a. Company

A Plan made of choices pre-listed for the Company shall need to be approved by the shareholders resolutions of the Company and a Grant Agreement digitally or electronically signed by the authorised representatives of the Company.

4.b. Participant

A Plan shall be presented to the Participant with a signed Grant Agreement by the Company's Legal Representative. The Participant shall either sign Grant Agreement and accede to the Plan or refuse to sign it and therefore shall not be considered as the Participant of the Plan.

5. Registration and Limitations of Use of the Salto X Platform

5.1. In order to use the Salto X Platform to its full extent, each User must register and create a User Account on the Salto X Platform as the Company or the Participant.

5.2. The Registration Application shall be completed by any person on the Salto X Platform for identification, due diligence and other purposes as regards the person registering as the Company or the Participant and creating the User Account.

5.3. The registration requires all requested data to be provided completely and truthfully. In providing the registration information, you agree that you will not provide false information, omit or misrepresent information, or otherwise conceal your identity or any material information.

5.4. By completing the Registration Application on the Salto X Platform, the User enters into the Agreement including these Terms of Use with Salto X and confirms that it has read and understood the Privacy Policy of Salto X, which are valid at the time of registration.

5.5. Salto X may require the Users to verify their email and set-up a two-factor verification.

5.6. Salto X has the right to request from the User and the User has the obligation to provide Salto X with any documents and information necessary to comply with the AML/KYC requirements pursuant to applicable money laundering and terrorist financing prevention regulation before entering into the Agreement as well as through-out the term of the Agreement.

5.7. Please note that the Salto X Platform does allow registration of individuals or Company or Participant currently residing in the Republic of Estonia.

5.8. Please also note that, due to regulatory restrictions, the Salto X Platform accepts neither Company nor Participant as citizens of, incorporated in, or residing in, the United States of America.

5.9. Furthermore, all registration information must be kept up to date at all times. This means that you shall notify operators of the Salto X Platform promptly of any material change in the validity of previously provided information via email or amending such details in your User Account.

5.10. Following successful registration, you will be able to use the Salto X Platform. Please note that use of the Salto X Platform requires a digital wallet. Users may use an existing wallet. The Salto X Platform currently supports digital wallet - Meta Mask.

5.11. Salto X does not provide services of the digital wallet therefore as a User of Salto X Platform you will have full control of the private key to the wallet you have and you will therefore be solely responsible for the security of the wallet. At no point does the Salto X Platform have access to private key information nor can the Salto X Platform retrieve private key information. You are responsible for all the activity on your User Account, and for keeping your login link and the recovery phrase.

5.12. You may delete your User Account any time you wish. However, deleting the User Account or limiting the usage of your Users Account may limit or prevent us from providing the Services you have asked for.

6. Specific Provisions and Requirements applicable to Company

6.1. In case of Company, the legal or validly authorised representative of the Company must register and successfully complete the verification process on behalf of the Company in order to proceed with use of the Salto X Platform and create a User Account.

6.2. The Company using the Salto X Platform will need to fulfil the criteria set forth on the Salto X Platform. Currently the minimum criteria are:

• 6.2.1. The Company must be an incorporated entity in the Republic of Estonia; and
• 6.2.2. The Company (or authorised representative) may be asked to provide proof of legal form, corporate structure (including beneficial ownership) and Legal Representative information, including supportive documents.

6.3. Thereafter, and upon successful verification of the Company for a User Account, the Legal Representative will be provided access to Salto X Platform, enabling the Company through its Legal Representative to among other things, commence the process of creating Plan for the Participants by (i) specifying the terms of the Plan for prospective Participants, (ii) deploy smart contract mirroring terms and conditions of Plan, (iii) create Prequalification NFT as a proof of deployed smart contract, (iv) manage communications and corporate governance matters with the Participants, and (v) manage Redemption Event.

6.4. The Company and Legal Representative are obliged to immediately inform us in case of suspicion or evidence of any misuse of their User Account by any unauthorised third parties.

7. Specific Provisions and Requirements applicable to Participant

7.1. The User who registers as Participant must successfully complete the verification process in order to proceed with use of the Salto X Platform as Participant. For verification purposes, each Participant will be prompted to provide the necessary information requested by the Salto X Platform. Currently the following minimum information is required:

• 7.1.1. Name, surname;
• 7.1.2. Email address;
• 7.1.3. Digital wallet address;
• 7.1.4. Date of birth or ID code;
• 7.1.5. Confirmation of tax residency as Republic of Estonia.

8. Representations of the Users

8.1 The Users acknowledges and represents to Salto X that on completing the Registration Application and each day during the duration of the Agreement:

• 8.1.1. all information provided to Salto X in the Registration Application or otherwise is true, accurate, complete and not misleading;
• 8.1.2. the User is not subject to any insolvency, bankruptcy, liquidation, administration or similar proceedings in any jurisdiction;
• 8.1.3. the User has taken all necessary actions and have all requisite power and authority to enter into and perform the Agreement in accordance with its Terms of Use;
• 8.1.4. the Agreement constitute valid, legal and binding obligations on the User in accordance with its terms;
• 8.1.5. the execution by the User of the Agreement, and compliance with its terms will not breach or constitute a default under any agreement or instrument to which the User is a party or by which the User is bound or of any order, judgement, decree or other restriction applicable to the User;
• 8.1.6. the User understands that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide and it is Users responsibility to make sure to comply with all laws and regulations applicable to Users before using the Services;
• 8.1.7. the Users are not a politically exposed person and do not have any relationship (e.g., relative, associate etc.) with a person who holds or held any public position in the last 12 months. If the above statement is untrue or inaccurate with respect to User, please inform our customer support team;
• 8.1.8. if the User is a natural person, the person is at least 18 years old, and has not been declared to have a limited legal capacity due to a mental disorder.

8.2. You are obliged to immediately inform us in case of suspicion or evidence of any misuse of your User Account by any unauthorised third parties.

9. Fees

9.1. In general, the use of the Salto X Platform is free of charge.

9.2. As a Participant, you will not be charged any fees for participating in a Plan invited by the Company to participate in. However, please bear in mind that there may be fees required to be paid by you for transactions made via Salto X Platform to record transactions on Blockchains networks as gass fees.

9.3. As a Company, you will be liable to fees according to our Fee Schedule for the Services rendered by you on our Salto X Platform. Additionally, there are fees to be paid by you for transactions made via Salto X Platform to record transactions on Blockchains networks as gas fees, which are not collected by Salto X, but by the Blockchain networks. Such gass fees can be a one-time fee for using Blockchain for the first time or recurring fees for different kinds of events on Blockchain, for example, transferring Tokens, buying Tokens, burning Tokens.

10. Liability of Salto X

10.1. Salto X does not warrant that the use of the Services (including the Salto X Platform) shall be uninterrupted or error free nor is any warranty given as to the results that may be obtained from the use of the Services. The Services are provided on “as is” and “as available” basis and without warranty of any kind.

10.2. Salto X shall have no liability to the Company, the Participant or any third party for any special, indirect, incidental or consequential loss or damages arising under or in connection with this Agreement, Plan, Grant Agreement, including, without limitation, damages resulting from delay of delivery or from loss of profits, data, business or goodwill.

10.3 In any case, even if Salto X is held liable, the aggregate total liability of Salto X arising under or in connection with this Agreement, Plan or Grant Agreement shall not exceed the amount equal to the Fees paid by the Company to Salto X under the Agreement for the preceding 3 months from the alleged breach (if any).

10.4. If Salto X's performance of any of its obligations under the Agreement is prevented or delayed by Default of the User, then until the User remedies the Default, Salto X shall not be liable for any costs or losses sustained or incurred by the User arising directly or indirectly from Salto X's failure or delay to perform any of its obligations.

10.5. Salto X is not liable for any actions, omissions and proper fulfilment of any obligations by the Users. Salto X shall not be liable for unauthorised, fraudulent or other unlawful activity connected to the User's use of Salto X Platform. Salto X shall not be liable for any costs, losses or damages caused due to inaccurate or incomplete data provided by the Users.

11. Confidentiality

11.1. Know-how, trade secrets and other information of confidential nature (including but not limited to all proprietary technical, industrial and commercial information as well as any information related to the business or contents of the Agreement), however recorded or preserved, that is disclosed or made available (in any form or medium), directly or indirectly, by one party as the information provider to the other party as the information recipient is regarded as confidential information, unless:

• 11.1.1. that it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the information recipient in breach of the Agreement;
• 11.1.2. was already lawfully known to the information recipient before it was disclosed by the information provider; or
• 11.1.3. has been received by the information recipient from a third-party source that is not connected with the information provider and that such source was not under any obligation of confidence in respect of that information.

11.2 The information recipient undertakes to the information provider that it shall:

• 11.2.1. keep the confidential information secret and confidential; and
• 11.2.2. not use or exploit the confidential information in any way, except for or in connection with, the performance under the Agreement.

11.3. Each party may disclose the confidential information to any of its officers, employees, advisers, subcontractors and contractors that need to know the relevant confidential information for the performance under the Agreement, provided that it procures that each such person to whom the confidential information is disclosed complies with the obligations set out in the Agreement as if they were the information recipient.

11.4. Each party may disclose the confidential information to the minimum extent required by:

• 11.4.1. any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; or
• 11.4.2. the laws or regulations of any country to which its affairs are subject.

11.5. The above obligations relating to confidentiality are not limited in time or by the validity of the Agreement.

12. Intellectual Property

12.1. Excluding any open source software or third-party software that the Salto X Platform or the Services incorporates the content as set out below, Salto X is entitled to any rights to the Salto X Platform and the Services, including but not limited to all rights relating to algorithms, APIs, databases, data collections, diagrams, formulae, logos, designs, names, methods, network configurations and architectures, processes, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, websites, and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing) as well as technology, content and other materials used, displayed or provided on the Salto X Platform or in connection with the Services (including all intellectual property rights subsisting therein). Such material is protected by copyright law, trademark law, data protection law (as applicable) and/or other laws of intellectual property. As applicable and to the extent legally permissible, in particular, complying with applicable data protections laws, each User hereby transfers and grants the respective aforementioned rights to Salto X exclusively and unlimited in time, scope and space. Any use, transmission and/or copy of any content on the Salto X Platform or Services not aligned with these Terms of Use or without the prior consent of Salto X is a violation of these Terms of Use and strictly prohibited.

12.2 The Company may upload certain information, pictures etc. considered as the content on the Salto X Platform to present themselves or their business to the Participants. Via uploading the respective content on the Salto X Platform, each User hereby grants Salto X the sublicensable right to use such content unlimited in territory for the purpose of these Terms of Use, in particular, displaying such content on the Salto X Platform and related sub-sites for the respective Participants.

13. Force Majeure

13.1 Neither the Users nor the Salto X will be responsible for any failure to perform any of its obligations under the Agreement which is due to any reason that is independent of that person's will and has resulted from a force majeure event. A force majeure event will apply only and solely if that person has taken all steps that depend on it in order to perform the obligation. Once the force majeure event has finished, that person must immediately resume the performance of the obligation. The following circumstances will be considered as force majeure events:

13.1.1 extraordinary and unavoidable circumstances including natural disasters, fire, flood, earthquake, warfare, terror acts, riots and strikes;

13.1.2 technical failures, delays or malfunctions; failure of computers, communications systems, hardware and/or software; power supply malfunctions; or other critical infrastructure malfunctions at Salto X, which Salto X could not have prevented or predicted;

13.1.3 decisions and/or activities of local and/or foreign public authorities, and/or international organisations; and

13.1.4 entry into force, amendments and/or suspension of a statutory act binding on Salto X and/or any relevant User affecting the performance of obligations under these Terms of Use.

14. Term and Termination

14.1. The Agreement becomes effective from the moment of successful processing of Registration Application to the Salto X Platform and remains in effect until terminated in accordance with the provisions of the Agreement.

14.2. Salto X may terminate any Service under the Salto X Platform by notifying the Users by email which is registered on the Salto X Platform or otherwise at least 10 Business Days in advance, unless these Terms of Use or the regulations of the Republic of Estonia stipulate otherwise.

14.3. The Users may terminate the Agreement at any time by notifying Salto X by email from the User's email address which is registered on the Salto X Platform or completing the relevant notification on the User's Account at least 10 Business Days in advance. On receipt of the notification, Salto X will restrict the Services available to the User on the Salto X Platform.

14.4. All outstanding payment obligations, as well as obligations arising out of liability provisions of this Agreement shall survive the termination of this Agreement.

15. Amendment of the Terms of Use

15.1. Salto X reserves the right to amend the Terms of Use with effect for the future. Any such amendments shall be considered accepted by you provided that use of Services and Salto X Platform after one month as from when you receive notification of the amendment continues. However, the Users may withdraw from the use of the Services and Salto X Platform, if objections to the sent amendments are made by terminating the Agreement until the end of a given one month period. Alternatively, the intended modification may also be announced in the form of an in-platform message. We will inform you of these consequences in its respective message. Respective amendments shall be in force on the date provided in the form of notification.

16. Governing law and dispute resolution

16.1. The Agreement and the legal relations deriving from it between the Users and Salto X shall be governed by the laws of the Republic of Estonia.

16.2. If any disputes arise out of or relating to the Agreement, the parties shall attempt to resolve them through negotiations. If the matter is not resolved by negotiations, the Harju County Court located in Estonia shall have the exclusive jurisdiction as a court of first instance of all disputes arising out of or relating to the Agreement.

17. Processing Personal Data

17.1. To execute the Agreement and provide the Services under the Agreement, Salto X needs to collect information about the Participant.

17.2. Salto X and the Company remain separate data controllers regarding any personal data processed under the Agreement. Salto X and the Company shall thereby:

17.2.1. adhere to all the applicable data protection laws, e.g the General Data Protection Regulation 2016/679 (GDPR), including application of proper technical and organisational data protection measures. Salto X processes personal data as described in Salto X Privacy Policy;

17.2.2. inform each other immediately about any data processing incidents or breaches related to performing the Agreement;

17.2.3. reasonably assist each other in responding to the requests of data subjects and authorised public authorities.

17.3. More information about how Salto X collects, uses and stores the Participant's personal information, can be found in the Privacy Policy. On execution of the Agreement, the Participant confirms that it has read and understood the Privacy Policy.

18. Closing Provision

18.1. Salto X may transfer its rights and obligations under the Agreement to another organisation, entity or person. Salto X will let the Users know if this happens and Salto X will ensure that the transfer will not affect the User's rights under the Agreement.

18.2. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

18.3. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties.

18.3. Unless it expressly stated otherwise, the Agreement does not give rise to any rights to third parties to enforce any term of the Agreement.

19. Contact

19.1. If you have any questions regarding these Terms, you are welcome to contact us by email at: ask@saltox.co.