LEGAL DISCLAIMER

EZX tokens confer no voting rights, ownership of intellectual property, transfer of ownership upon company sale, control of company assets, or any decision-making ability regarding the EZ Exchange platform or its operations. EZX tokens are not in any way, either directly or indirectly, considered to be securities. The EZX token is a security token, not a Security, bond or share token which is meant be used on the EZ EXCHANGE Platform once the platform is launched. EZX tokens are sold as a security token.

The user acknowledges, understands, and agrees that EZX tokens are not securities and are not registered with any government entity or regulator as a security, and shall not be considered as such.

TOKEN TERMS AND CONDITIONS

The following Terms and Conditions (“Terms”) govern the sale of EZ EXCHANGE cryptographic tokens (“EZX”) to crowd sale participants (“Investors” collectively, and “Investor” individually). This document describes the initial sale in which the EZ EXCHANGE team (“EZ EXCHANGE team”) will operate. It is not a solicitation for investment and does not pertain in any way, either directly or indirectly, to an offering of securities in any jurisdiction. Individuals, businesses, and other organizations should carefully weigh the risks, costs, and benefits of acquiring EZX early in the initial sale instead of waiting to purchase EZX on open, third-party exchanges.

IMPORTANT
EZX is not a security. Ownership of EZX carries no rights, neither express or implied. Purchases of EZX are non- refundable. Investors should have no expectation of influence over governance of the EZ EXCHANGE Platform. By participating in the sale of EZX, you expressly acknowledge and represent that you have carefully reviewed the Terms & Conditions and fully understand the risks, costs, and benefits of purchasing EZX and agree to be bound by these Terms & Conditions. As set forth below, you further represent and warrant that, to the extent permitted by law, you are authorized to purchase EZX in your relevant jurisdiction, are of legal age to be bound by these Terms & Conditions, and will not hold liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the sale of EZX, now or in the future, EZ EXCHANGE and its affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of EZ EXCHANGE or its affiliates.

The purchase of EZX carries with it various risks. Prior to purchasing EZX, you should carefully consider the risks listed below and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the following risks are unacceptable to you, you should not purchase EZX. By purchasing EZX, and to the extent permitted by law, you are agreeing not to hold any of the EZ EXCHANGE Team Parties liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of EZX, including losses associated with the risks set forth below.

Overview of Initial Sale of EZX

The EZ EXCHANGE Team will produce a quantity of EZX in a pre-sale event referred to as the initial sale, to be conducted on its web site at https://www.ezexchange.com (“the initial sale”). Investors in the initial sale will acquire EZX in exchange for BTC, ETH, and Fiat money at the USD value of each investment at the time of investment.

Investors of EZX in the initial sale will be granted user accounts on the website that will enable them to claim their purchase at the end of the initial sale. All EZX pre-sold this way will be created on the Ethereum networks after the end of the initial sale, although there are no guarantees that this will occur within a given timeframe. EZX purchased with ETH will be created on the Ethereum blockchain. The EZ EXCHANGE Team will allocate the purchased EZX to the corresponding user account on the web site, delivering it to their control.

EZX Pricing

Based on the recent performance of other similar blockchain projects, EZ EXCHANGE management has determined that this initial sale shall be divided and sold at decreasing discount rates as the sale proceeds. Full details about the various price points will be provided in a timely manner to Investors in the initial sale and will be available on the website at the time of purchase. Investors of EZX should expect prices to fluctuate significantly. The information published on the Site cannot guarantee that participants will not lose money, nor maintain a price support (floor), nor maintain their EZX value relative to their purchase price. EZX will be priced independently by markets and token exchanges, similar to other cryptocurrencies. There are many direct and indirect external factors and market forces that may influence the price of EZX, some or all of which may be outside the control and purview of EZ EXCHANGE Team.

Disclosure of Purchases

To enable EZX Investors with information to guide their decision-making process, EZ EXCHANGE Team will disclose in real-time the total proceeds raised in the EZX initial sale to enable the Investor to develop an understanding of the size of the existing EZ EXCHANGE funding pool at the time of EZX purchase.

Purchase of EZX from the EZEXCHANGE.com Website

The EZ EXCHANGE Team will maintain a store interface to be used to purchase EZX. The store interface will be available on the EZ EXCHANGE website (https://www.EZEXCHANGE.com). Instructions for purchasing EZX with BTC and other cryptocurrencies using the store interface will be embedded and available for review on the EZ EXCHANGE website during the duration of the initial sale. Failure to follow these instructions may limit, delay, or prevent an Investor from obtaining EZX.

Obligation to Determine If Investor Can Purchase EZX in Investor’s Jurisdiction

It is the responsibility of each potential Investor of EZX to determine if the Investor can legally purchase EZX in the Investor’s jurisdiction. Rules vary across jurisdictions. Consult the appropriate counsel and/or regulatoryauthorities. The regulatory regime in either Canada and/or the United States governing blockchain technologies, cryptocurrencies, and/or tokens is highly uncertain, and new regulations or policies may materially and adversely affect the development of the EZ EXCHANGE platform and the utility, liquidity, and value of EZX Tokens. Owing to different regulatory regimes and compliance uncertainty in different jurisdictions and the inability of citizensof certain jurisdictions to open accounts at exchanges located anywhere in the world, the liquidity of EZX may materially vary from one jurisdiction to another, and this may generate significant price discrepancies.

Acceptance of Terms and Conditions of the EZ EXCHANGE Sale

As a first step in the purchase process, EZ EXCHANGE Team will present the Investor with these Terms, and any other associated documents. By placing an order to buy EZX, the Investor: (i) consents and agrees to the Terms; (ii) represents and warrants that the Investor is legally permitted to purchase EZX in the Investor’s jurisdiction; (iii) represents and warrants that the Investor is of a sufficient age to legally purchase EZX or has received permission from a legal guardian who has reviewed and agreed to these Terms; (iv) represents and warrants that the Investor will take sole responsibility for any restrictions and risks associated with the purchase of EZX as outlined below; and (v) represents and warrants that the Investor has an understanding of the usage and intricacies of cryptographic tokens, including BTC, and blockchain-based software systems.

Receipt of EZX and the Purchase Email

As part of the purchase process, and in order to purchase EZX, an Investor must provide an email address (the “Purchase Email”). The Purchase Email will be used to email the Investor a notice of the creation of the Investor’s account on its website. By purchasing EZX, and to the extent permitted by applicable law, the Investor agrees not to hold any of the EZ EXCHANGE Team Parties liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to, Investor’s failure to secure their account.

EZX Will Only Be Available for Sale on the EZ EXCHANGE Website

The EZ EXCHANGE Team will only sell EZX through the EZ EXCHANGE website, available at https://www.ezexchange.com. To the extent that any third-party website or service offers EZX for sale during the initial sale or facilitates the sale or transfer of EZX in any way during the initial sale, such third-party websites or services are not sanctioned by EZ EXCHANGE Team or its affiliates and have no relationship in any way with the EZ EXCHANGE Team Parties. As a result, EZ EXCHANGE Team prohibits the use of these third-party websites or services for the purchase of EZX prior to the end of the initial sale.

Fraudulent Attempts to Double Spend BTC

EZ EXCHANGE Team will monitor all potential transactions for fraudulent attempts to double spend BTC. Any identified double spend of BTC will result in no EZX being delivered to the associated Investor.

Certain Risks Associated with the Purchase of EZX

The purchase of EZX carries with it significant risk. Prior to purchasing EZX, the Investor should carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals before determining whether to purchase EZX.

  • i. It is possible that the value of BTC will drop significantly in the future, depriving EZ EXCHANGE Team of sufficient resources to continue to operate.
  • ii. EZX will be stored in a wallet, which can only be accessed with a password selected by the Investor. If an Investor of EZX does not maintain an accurate record of their password, this may lead to the loss of EZX. As a result, Investors must safely store their password in one or more backup locations that are well separated from the primary location. In order to access one’s EZX, the password that the Investor entered is required; loss of this may lead to the loss of an Investor’s EZX.
  • iii. Any third party that gains access to the Investor’s Purchase Email may be able to gain access to the Investor’s EZX. The Investor must take care not to respond to any inquiry regarding their purchase of EZX, including but not limited to, email requests purportedly coming from the www.ezexchange.com website or a similar-looking domain.
  • iv. Cryptocurrencies have been the subject of regulatory scrutiny by various regulatory bodies around the globe. The EZ EXCHANGE Platform and EZ EXCHANGE Team could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability to continue to develop the EZ EXCHANGE Platform.
  • v. It is possible that the EZ EXCHANGE Platform will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the use of peer-to-peer currencies for the use of crypto indexes. Such a lack of interest could impact the development of the EZ EXCHANGE Platform. EZ EXCHANGE Team cannot predict the success of its own marketing efforts nor the efforts of other third parties. There is no guarantee of revenues or profits resulting from the marketing activities of the EZ EXCHANGE Team.
  • vi. The Investor recognizes that the EZ EXCHANGE Platform is currently under development and may undergo significant changes before release. The Investor acknowledges that any expectations regarding the form and functionality of the EZ EXCHANGE Platform held by the Investor may not be met upon release of the EZ EXCHANGE Platform, for any number of reasons including a change in the design and implementation plans and execution of the implementation of the EZ EXCHANGE Platform.
  • vii. The Investor understands that while the EZ EXCHANGE Team will make reasonable efforts to complete the development, it is possible that an official completed version of the EZ EXCHANGE Platform may not be released and there may never be an operational or functional EZ EXCHANGE Platform.
  • viii. Hackers or other groups or organizations may attempt to steal the BTC and cryptocurrency revenue fromthe initial sale, thus potentially impacting the ability of EZ EXCHANGE Team to promote the EZ EXCHANGE Platform. To account for this risk, EZ EXCHANGE Team has and will continue to implement comprehensive security precautions to safeguard the BTC and cryptocurrency obtained from the sale of EZX. Multi-factor security measures will be taken to protect cryptocurrency and EZX including but not limited to physical elements, multi-signature keys, splitting of funds, hot/cold wallet partitioning and diversification. Moreover, regular security audits of hot and cold wallets will be conducted by internal and external teams.
  • ix. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the EZ EXCHANGE Platform, which could result in the theft or loss of EZX. To the extent possible, EZ EXCHANGE intends to update the protocol underlying the EZ EXCHANGE Platform to account for any advances in cryptography and to incorporate additional security measures but cannot it cannot predict the future of cryptography or the success of any future security updates.
  • x. As with other cryptocurrencies, the blockchain used for the EZ EXCHANGE Platform is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the EZ EXCHANGE Platform and expected proper payment operations. xi. The loss or destruction of a private key by EZ EXCHANGE Team used to access may be irreversible. EZ EXCHANGE Team’s loss of access to its private keys or a data loss relating to EZ EXCHANGE Team could adversely affect the value of EZ EXCHANGE Platform.
  • xii. EZ EXCHANGE Platform is a new product, thus contributing to price volatility that could adversely affect the value of EZX. The factors affecting the further development of the digital assets industry, as well as the EZ EXCHANGE Platform, include: a) continued worldwide growth in the adoption and use of EZX and other digitalassets; b) government and quasi-government regulation of EZX and other digital assets and their use, or restrictions on or regulation of access to and operation of the EZ EXCHANGE Platform or similar digital asset systems; c)the maintenance and development of the software of the EZ EXCHANGE Platform; d) changes in consumer demographics and public tastes and preferences; e) the availability and popularity of other similar products; and f) general economic conditions and the regulatory environment relating to the EZ EXCHANGE Platform and digital assets.
  • xiii. Intellectual property rights claims may adversely affect the operation of the EZ EXCHANGE Platform. Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the EZ EXCHANGE Platform’s long-term viability or the ability of end-users to hold and transfer EZX may adversely affect the value of EZX. Additionally, a meritorious intellectual property claim could prevent end-users from accessing the EZ EXCHANGE Platform or holding or transferring their EZX.
  • xiv. Cryptocurrency exchanges on which EZX may trade may be relatively new and largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in EZX trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchange failures may result in a reduction in the price and can materially and adversely affect the value of EZX. A lack of stability or liquidity in the cryptocurrency exchanges and the closure or temporary shutdown of cryptocurrency exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the EZ EXCHANGE Platform and result in greater volatility in the price.
  • xv. Political or economic crises may motivate large-scale sales of EZX, which could result in a reduction in the price and adversely affect the value of EZX. Digital assets such as EZX, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of transacting, and it is unclear how such supply and demand will be impacted by geopolitical events. Large volume sales of EZX would result in a reduction in its price.
  • xvi. It is possible that a digital asset other than EZX could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for EZX, which could have a negative impact on the use and price of EZX. It is possible that a comparable product could become materially popular due to either a perceived or exposed shortcoming of the EZ EXCHANGE Platform that is not immediately addressed by the EZ EXCHANGE Team, or a perceived advantage of a comparable product that includes features not incorporated into the EZ EXCHANGE Platform. If this product obtains significant market share, it could have a negative impact on the demand for, and price of, EZX.
  • xvii. EZX transactions are irrevocable and stolen or incorrectly transferred EZX may be irretrievable. As a result, any incorrectly executed EZX transactions could materially and adversely affect the value of EZX. Cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the host blockchain platform. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of EZX or a theft of EZX generally will not be reversible and there may be no compensation for any such transfer or theft. Such loss could materially and adversely affect the value of EZX.
  • xviii. Some EZX tokens may be issued on the Ethereum blockchain. As such, any malfunction or unexpected functioning of the Ethereum protocol may impact the Investor’s ability to transfer or securely hold EZX. Such impact could materially and adversely affect the value of EZX.
  • xix. It is possible that, due to any number of reasons, including without limitation the failure of business relationships or marketing strategies, that the EZ EXCHANGE Platform and all subsequent marketing from the money raised from the same of EZX may fail to achieve success.

All Purchases of EZX Are Non-Refundable

All purchases of EZX are final. purchases of EZX are non-refundable. by purchasing EZX, the investor acknowledges that neither EZ Exchange team nor any other of the EZ Exchange team parties are required to provide a refund for any reason, and that the investor will not receive money or other compensation for any EZX that is not used or remains unused.

Taxation of EZX and Taxation Related to the Initial Sale

EZ EXCHANGE Team makes no representations concerning the tax implications of the sale of EZX or the possession or use of EZX. The Investor bears the sole responsibility to determine if the purchase of EZX with BTC or the potential appreciation or depreciation in the value of EZX over time has tax implications for the Investor in the Investor’s home jurisdiction. By purchasing EZX, and to the extent permitted by law, the Investor agrees not to hold any of the EZ EXCHANGE Team Parties liable for any tax liability associated with or arising from the purchase of EZX. You are solely responsible for determining what, if any, taxes apply to your EZX Token transactions. Neither The EZ EXCHANGE Team nor any other party is responsible for determining taxes that apply to EZX Token transactions.

Privacy

Although EZ EXCHANGE Team requires that Investors provide an email address, EZ EXCHANGE Team will not publish any identifying information related to EZX purchases, without the prior written consent of the Investor. The privacy of the Investor is not in any way shared with third-party sources. Investors may be contacted by email by EZ EXCHANGE Team regarding a purchase. Such emails will be informational only. EZ EXCHANGE Team will not request any information from Investors in an email.

Disclaimer of Warranties

The investor expressly agrees that the investor is purchasing EZX at the investor’s sole risk and that EZX is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose (except only to the extent prohibited under applicable law with any legally required warranty period to the shorter of thirty days from first use or the minimum period required). without limiting the foregoing, none of the EZ Exchange team parties warrant that the process for purchasing EZX will be uninterrupted or error-free.

Limitations Waiver of Liability

The investor acknowledges and agrees that, to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, EZX or the EZ Exchange platform under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that none of the EZ Exchange team parties shall be liable for any indirect,incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase, EZX. The investor further specifically acknowledges that EZ Exchange team parties are not liable for the conduct of third parties, including other investors of EZX, and that the risk of purchasing EZX rests entirely with the investor. To the extent permissible under applicable laws, under no circumstances will any of the EZ Exchange team parties be liable to any investor for more than the amount the investor may have paid to EZ Exchange team for the purchase of EZX. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Therefore, some of the above limitations in this section and elsewhere in the terms may not apply to an investor. In particular, nothing in these terms shall affect the statutory rights of any investor or exclude injury arising from any wilful misconduct or fraud of EZ Exchange team.

Dispute Resolution

a) EZ EXCHANGE Team and Investor (the “Parties”) agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this pre-sale and their respective rights and obligations hereunder arising under this Agreement (a “Dispute”). b) If the Parties, or their designated representatives, are unable to resolve the Dispute within ten (10) business days after referral of the matter to them, the Parties will submit the Dispute for resolution pursuant to paragraph c. of this Section. c) Except with respect to Disputes concerning(i) the right of either Party to apply to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm or (ii) any Disputes that may arise in connection with a breach of a Party’s obligations of confidentiality hereunder, if any Dispute is not resolved pursuant to paragraphs a. and b. above, the Parties will, acting reasonably, agree mutually on the forum for resolution of the Dispute by arbitration as set out in this Section. d) After the completion of the procedures set forth in paragraph b. and agreement by the Parties to enter into binding arbitration in accordance with paragraph c. of this Section, either Party may within thirty (30) calendar days refer the Dispute to arbitration by serving written notice of its intentionto arbitrate the Dispute to the other Party. e) The arbitration will be conducted by a single arbitrator to be mutually agreed to by the Parties within three (3) business days following the date of the referral of the Dispute to arbitration.

Force Majeure

EZ EXCHANGE Team is not liable for failure to perform solely caused by: • unavoidable casualty, • delays in delivery of materials, • embargoes, • government orders, • acts of civil or military authorities, • acts by common carriers, • emergency conditions (including weather conditions), or • any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.

Complete Agreement

These Terms set forth the entire understanding between each Investor and EZ EXCHANGE Team with respect to the purchase and sale of EZX. For facts relating to the sale and purchase, the Investor agrees to rely only on this document in determining purchase decisions and understands that this document governs the sale of EZX and supersedes any public statements about the initial sale made by third parties or by EZ EXCHANGE Team or individuals associated with any EZ EXCHANGE Team parties, past and present and during the initial sale. There are no warranties, representations, covenants, or agreements, express or implied, between the parties except those expressly set forth in this Agreement. This Agreement may only be amended by a written document duly executed by the parties.

Severability

The Investor and EZ EXCHANGE Team agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

No Waiver

The failure of EZ EXCHANGE Team to require or enforce strict performance by the Investor of any provision of these Terms or EZ EXCHANGE Team’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of EZ EXCHANGE Team’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by EZ EXCHANGE Team of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by EZ EXCHANGE Team shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by the Investor and a duly appointed officer, employee, or agent of EZ EXCHANGE Team.

Updates to the Terms and Conditions of the EZX Initial Sale

EZ EXCHANGE Team reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the EZ EXCHANGE website (https://www.ezexchange.com). Any Investor will be deemed to have accepted such changes by purchasing EZX. The Terms may not be otherwise amended except in a signed writing executed by both the Investor and EZ EXCHANGE Team. For purposes of this agreement, “writing” does not include an e-mail message and a signature does not include an electronic signature. If at any point you do not agree to any portion of the then-current version of the Terms, you should not purchase EZX.

US Investor Restriction

If an Investor is a citizen, tax resident or green card holder of the United States of America (“US Investor”), he/she shall not participate in the offering.

Cooperation with Legal Authorities

EZ EXCHANGE Team will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions. EZ EXCHANGE Team will endeavor to publish any legal enquiries upon receipt.