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Preamble

These "General Terms and Conditions" (the "GTCs") are concluded between

(i) the Acria UG (haftungsbeschränkt), a limited liability company incorporated under the laws of the Federal Republic of Germany with its registered office in Frankfurt am Main, Germany, entered in the Commercial Register of the Frankfurt District Court, and with its business address at Thurn-und-Taxis-Platz 6, 60313 Frankfurt am Main, Germany (hereinafter referred to as "Acria", "company", "us", "we"), or any legal successor of Acria,

and

(ii) any legal entity that fulfils the criteria laid down in these GTCs and accepts the conditions contained herein (hereinafter referred to as "purchaser", “user”, "you").

Individually, the parties to the GTCs are referred to as “party” and collectively as the "parties".

The purchaser shall make payments to Acria in connection with the public sale of cryptographic tokens that will be present on the blockchain and that enable the use of and interaction with certain services ("Services") created by Acria on the Acria website or mobile applications ("Ecosystem") after the public sale has been closed. The cryptographic tokens are hereinafter referred to as "ACRIA Tokens".

By accessing and using our website (acria.network, the "website") or by participating in the public sale, purchasers agree to these GTCs. Please read the GTCs carefully and please do not use this website or the information, links or content contained on this website and do not participate in the public sale if you do not agree to all of these GTCs.

This document does not constitute a prospectus or an offer of securities or a similar investment product.

1. Introduction

The Acria platform is an online blockchain platform, a decentralized market platform for so-called off-chain data.

The fee for the above-mentioned use is set by Acria and paid in digital tokens. The Acria token was developed to organize the interaction of the purchasers within the ecosystem of the Acria platform.

The digital Acria-Token is a cryptographically secured representation of the rights of a token holder to receive services and goods via the Acria platform in the future, which only a token holder can acquire.

The user acknowledges, understands and agrees that the ownership of the ACRIA Token does not grant the user any right to receive profits, interest payments or other payments or returns resulting from the acquisition, possession or sale of tokens. It also does not grant the user any rights, shares, titles or benefits on future revenues, profits or assets of the company or any third party.

The user is aware of the advantages, risks and restrictions associated with digital tokens, crypto-currencies and blockchain technologies, including, but not limited to the risk of loss of access to tokens due to loss of private keys. He is also aware of the risks associated with the Polkadot platform protocol, especially a possible destabilization of the Polkadot protocol and the risk of hacking and security vulnerabilities. These risks may cause a loss of access to all data and to the tokens. A further risk results from possible future regulations and enforcement measures which may also cause a loss of access to all data and tokens. By purchasing the digital ACRIA tokens, the user expressly acknowledges and accepts these risks.

ACRIA digital tokens are not securities in the sense of Art. 4 (1) Nr. 44 of the Directive 2014/65/EU of 15 May 2014 on markets in financial instruments and are not registered as securities with any governmental agency and should not be considered as such.

User may acquire the ACRIA digital tokens by participating during the initial coin offering (hereinafter "public sale") in accordance with these GTCs. The material law applicable to this token sale is German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and the Provisions of International Private Law (conflict of laws).

The Tokens will be distributed as follows:

- Token sales (89%): 89% of all ACRIA tokens will be sold during the ICO.

- Founders (2%): 2% of ACRIA tokens will be held by the founders.

- Bounties (8%): 8% of ACRIA tokens will be reserved for developer bounties. Developer bonuses are helpful during development, as they provide incentives for developers to help debug the platform.

- Advisory Board (1%): 1% of ACRIA Tokens are awarded to Acrias consultants. This insures that the consultants will remain committed to the project for the long term.

The public sale is open for a limited period of time and can be closed at any time by the company at its sole discretion. The Token price is set at 0,15 USD = 1 ACRIA. In the beginning phase of the Tokensale the price is set at 0.075USD.

Acria may suspend the ACRIA token sale during the public sale period at its sole discretion. Reasons for such a pause may include, but are not limited to: a significant increase in price volatility of Bitcoin, Ethereum or Polkadot, tidings that could affect price volatility, suspicion of systematic fraud in the purchase of ACRIA Tokens, or a significantly higher than expected load on IT systems.

2. Purchase of the ACRIA Digital Tokens

The user can purchase the digital ACRIA token and in return receives the opportunity to use the above mentioned Ecosystem in the future.

Acria reserves the right to refuse to sell the digital ACRIA token to persons who do not meet the criteria required for the purchase, as set out herein or by applicable law.

The ACRIA digital tokens are issued in a limited number. All ACRIA Digital Tokens have the same functionality.

3. Taxation

The purchase price paid for ACRIA tokens is exclusive of all applicable taxes. It is the purchaser's responsibility to determine what taxes, if any, apply to the purchase of ACRIA Tokens, including, for example, sales, use, value-added and similar taxes. It is also the responsibility of the purchaser to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Acria is not responsible for the withholding, collection, reporting or transfer of sales, use, value-added or similar taxes resulting from the purchase of ACRIA tokens.

4. Refusal of Purchase Requests / Refunds

All purchases of ACRIA Tokens during the public sale are final and there are no refunds or cancellations except as set forth herein or as required by applicable laws or regulations. Acria reserves the right to refuse or cancel ACRIA purchase requests at any time at its sole discretion.

If the purchaser is a consumer within the European Union, he is entitled to withdraw from the contract within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day on which the purchaser can see the amount of Tokens he holds in his/her profile page. To exercise the right of withdrawal, the purchaser must inform Acria of his decision to withdraw from this Purchase Agreement by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). To meet the withdrawal deadline, it is sufficient for the purchaser to send his/her communication concerning his/her exercise of the right of withdrawal before the withdrawal period has expired.

If the purchaser withdraws from this contract, Acria shall reimburse to him all payments received from him, including the costs of delivery, without undue delay and in any event not later than 14 days from the day on which Acria is informed about the purchaser’s decision to withdraw from this contract. Acria will carry out such reimbursement using the same means of payment as the purchaser used for the initial transaction, unless the parties have expressly agreed otherwise; in any event, the purchaser will not incur any fees as a result of such reimbursement.

5. The Digital Signature of the User

After registration on the acria.network website, the user will receive a login and password for access to the Acria platform.

With the login and password, the purchaser confirms the creation of his electronic signature, and the information in electronic form signed by the user with the electronic signature (with his login and password) is accepted by the purchaser and by Acria as an electronic document that is equivalent to a paper document with a handwritten signature.

All actions carried out using the user's login and password (electronic signature) are deemed to have been carried out by the user.

The registration of the user account is a confirmation that the user is able to receive, download and print the Acria Token Sale Agreement (and possible future changes) electronically.

6. Registration and Selling Process

Only a registered purchaser can take part in the token sale and receive ACRIA Tokens; the ACRIA Tokens can be purchased by natural and legal persons.

In order to participate in the public sale, the purchaser is obliged to register on the acria.network website by creating a user account. For this purpose, the purchaser must use the registration form provided on the website of the company. The purchaser must fill in the registration form with all the information required therein.

After the above-mentioned procedures, the subscriber must send the completed registration form to the company by clicking on the "Register" button. The information submitted by the purchaser in the registration form to the company must be valid and correct.

The purchased amount of tokens will be shown in the purchaser’s user account. The purchaser has a claim against Acria to receive transferable tokens after the public token sale will be finished. During the public token sale, the user cannot assign this claim and /or the purchased token to any other person or legal entity. Before the ICO is finished, no transferrable tokens will be generated on the blockchain.

The registered purchaser has no legal claim or entitlement to purchase ACRIA Tokens. The company reserves the right to refuse the registration of the purchaser if there is a justified suspicion that the purchaser violates or intends to violate legal regulations and prohibitions regarding the sale and development of crypto-currencies or the public sale, in particular anti-money laundering regulations, with his/her registration. The maximum amount a user can buy is 10,000EUR worth of ACRIA. If a purchaser buys more, the funds may be sent back to the sender address.

If the purchaser is considered a legal entity, the purchaser must inform the company immediately after registration and provide the company with any further information required under the provisions of the applicable anti-money laundering provisions.

Due to legal requirements, persons who are citizens or residents of Afghanistan, Canada, the People's Republic of China, the Crimean Peninsula, Cuba, Eritrea, the Gaza Strip, Hong Kong, India, Iran, Iraq, Kosovo, Lebanon, Libya, Myanmar (Burma), North Korea (the Democratic People's Republic of Korea), Palestine, Singapore, Somalia, Southern Sudan, Sudan, South Korea, Syria, the United States of America, Venezuela or Yemen, or legal entities incorporated, established or registered in or under the laws of any of the aforementioned countries or territories must not participate in the ACRIA Token Sale. The participation of these natural or legal persons in the ACRIA token sale in any indirect way, e.g. by using a corporate structure, is also not permitted. The company will accordingly request further information if the purchaser is considered a legal entity.

Nevertheless, the company can accept purchase offers from persons excluded by the above-mentioned enumeration to the extent permitted by law. In this case, acceptance by the company is at the sole discretion of the company. However, the discretion of the company may be limited by the obligations and restrictions of the company due to legal or regulatory requirements.

In order to deliver the ACRIA tokens, the purchaser must add a wallet address of the blockchain to his user account. After the public sale has been terminated, the purchaser can claim and will receive the ACRIA Tokens into the wallet that was provided to company. If the purchaser does not claim the ACRIA Tokens within 3 months after the token sale, the purchased ACRIA Tokens will be burned and lost.

7. Liability

Limitation of Liability

To the full extent of applicable law, neither Acria nor any of its corporate parties shall be liable for any indirect, special, incidental, consequential or exemplary damages of any kind (including, but not limited to, where they relate to loss of revenue, income or profit, loss of use or data, or damages resulting from business interruption) arising from the sale or use of ACRIA or otherwise related to these terms and conditions, regardless of the form of action, whether based on contract or tort (including, but not limited to, ordinary negligence, whether active, passive or imputed) or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

Furthermore, in no event shall the aggregated liability of Acria and the parties (jointly and severally), whether in contract, warranty, tort (including negligence, whether active, passive or imputed) or other theories arising out of these terms and conditions or the use or inability to use Acria, exceed the purchase price the user has paid for the Acria tokens.

Acria shall be liable without limitation for damage caused with intent, for guarantees given in writing and in case of culpable damage to life, body or health.

Disclaimers and Waivers

IMPORTANT NOTICE

The ACRIA tokens are not intended to represent securities in the sense of Art. 4 (1) Nr. 44 of the Directive 2014/65/EU of 15 May 2014 on markets in financial instruments, financial instruments or other forms of investment products in any jurisdiction. These GTCs and all accompanying documents do not constitute a prospectus and are not intended to constitute an offer of securities or any other form of investment products or an invitation to invest in securities or any other form of investment products in any jurisdiction.

These GTCs and all accompanying documents or the fact of their presentation do not form the basis of any investment decision, nor should they be relied upon as the basis for any advice of sale or any solicitation by the seller of the ACRIA tokens to purchase ACRIA token.

No one is obliged to enter into a contract or a binding legal obligation with regard to the purchase and sale of the ACRIA Tokens, and no crypto currency or other form of ACRIA Tokens is to be accepted on the basis of these Terms and Conditions.

In case of contradictions between these GTCs and the white paper or other accompanying documents, the former take precedence.

No regulatory authority has reviewed or approved the information contained in these GTCs. No such action has been or will be taken under any law, regulatory requirement or regulation of any jurisdiction. The publication, distribution or dissemination of these GTCs and any accompanying documents does not imply that applicable laws, regulatory requirements or rules have been complied with.

Acria makes no representations, warranties or obligations of any kind whatsoever to any organisation or person regarding the accuracy or completeness of the information contained in these terms and conditions and the accompanying documents, and hereby disclaims them.

All statements contained in these GTCs and all accompanying documents, statements made in press releases or in any other publicly available location, and oral statements that may be made by Acria or its respective directors, officers or employees acting on behalf of Acria (as the case may be) that are not statements of historical fact, constitute "forward-looking statements". Some of these statements may be identified by forward-looking terminology such as "goal", "goal", "anticipate", "believe", "could", "estimate", "expect", "if", "intend", "may", "plan", "possible", "likely", "project", "should", "would", "will" or other similar expressions. However, these terms are not the exclusive means of identifying forward-looking statements. All statements concerning the financial situation, business strategies, plans and prospects of Acria and the future prospects of the industry in which Acria operates are forward-looking statements. These forward-looking statements, including but not limited to statements regarding Acria's revenues and profitability, prospects, future plans, other expected industry trends and other matters discussed in these GTCs and any accompanying documents relating to Acria, are matters that are not historical facts but are only predictions.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Acria to be fundamentally different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to

(a) changes in political, social and economic conditions, as well as in stock or crypto currency market conditions and the regulatory environment in the countries in which Acria conducts its business and operations;

(b) the risk that Acria may not be able to execute or implement its business strategies and future plans;

(c) changes in interest and exchange rates of fiat and crypto currencies;

(d) changes in Acria's expected growth strategies and expected internal growth;

(e) changes in the availability and fees of Acria in connection with its respective businesses and operations;

(f) changes in the availability and salaries of employees required by Acria to operate its businesses and operations;

(g) changes in the preferences of Acria's customers;

(h) changes in the competitive conditions under which Acria operates and Acria's ability to compete under such conditions;

(i) changes in Acria's future capital requirements and the availability of financing and capital to finance those requirements;

(j) war or acts of international or domestic terrorism;

(k) events involving catastrophic events, natural disasters, pandemics and other cases of force majeure that affect Acria's business and/or operations;

(l) other factors beyond Acria's control; and

(m) all risks and uncertainties relating to Acria and its business and operations, the ACRIA token and the public sale (as set out in the GTCs and other accompanying documents).

All future-oriented statements made by Acria or by persons acting on behalf of Acria or attributable to them are expressly qualified in their entirety by such factors. Since the risks and uncertainties that could cause actual future results, performance or achievements of Acria to differ materially from the expected, expressed or implied future-oriented statements in these general terms and conditions and any accompanying documents, no unreasonable reliance should be placed on such statements. These future-oriented statements are only valid at the time of the preparation of this document.

Neither Acria nor any other person represents, warrants and/or guarantees that the actual future results, performance or achievements of Acria will be as described in these forward-looking statements. The actual results, performance or achievements of Acria may differ considerably from those expected in these future-oriented statements. Nothing contained in these GTCs and the accompanying documents is or may be construed as a promise, representation or obligation with regard to the future performance or policies of Acria. Furthermore, Acria disclaims any responsibility to update or publicly release these forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future.

These General Terms and Conditions and all accompanying documents contain market and industry information and forecasts, which may have been obtained from internal surveys, reports and studies as well as from market research, publicly available information and industry publications. Such surveys, reports, studies, market research, publicly available information and publications generally indicate that the information contained therein is derived from sources believed to be reliable, but no guarantee or warranty can be given as to the accuracy or completeness of the information contained therein.

With the exception of Acria and its respective directors, officers and employees, no person has given their consent to the inclusion in this white paper of their name and/or other information attributed or perceived to be attributed to such person, and no representation, warranty or guarantee is made or implied as to the accuracy or completeness of such information of such persons, and such persons are under no obligation to update such information.

While Acria has taken reasonable steps to ensure that the Information is extracted accurately and in its proper context, Acria has not independently verified the Information obtained from third party sources, verified the accuracy or completeness of such Information, or determined the underlying economic assumptions upon which such Information is based. Consequently, neither Acria nor its respective directors, officers and employees acting on its behalf make any representation or warranty as to the accuracy or completeness of this information and are under no obligation to provide updates of this information.

No one is obliged to enter into any contract or binding legal obligation, and no crypto-currency or other form of payment shall be accepted on the basis of these GTCs and the accompanying documents.

Potential buyers of ACRIA Tokens should carefully examine and evaluate all risks and uncertainties associated with Acria and its respective businesses and operations, the ACRIA Token, all information contained in these GTC and all accompanying documents and the GTC before purchasing ACRIA Tokens. Should any of these risks and uncertainties develop into actual events, the business, financial situation, operating results and prospects of Acria could be significantly and adversely affected. In such cases, the ACRIA tokens may lose their value in whole or in part.

8. Changes in Terms and Conditions

We may, at our sole discretion, modify, alter, amend or update these terms and conditions and all accompanying documents at any time and without prior notice. We recommend that you visit the website regularly and subscribe to our newsletter to keep up to date with any changes. Your continued use of the website and ACRIA tokens confirms that you accept these GTCs and accompanying documents as modified, amended, supplemented or updated by us. If you do not agree with these revised GTCs, you must cease using this website and any information, links or content contained on this website and cease to participate in the public sale.

9. Trademark License and Use

The user acknowledges and agrees that the trademarks of Acria are the sole property of Acria and agrees to use the trademarks of Acria only in the form and manner prescribed by Acria. Acria acknowledges and agrees that all trademarks of the user are the sole property of the user and agrees to use the user's trademarks only in the form and manner prescribed by the user.

10. Representations and Warranties

By purchasing ACRIA Token, the purchaser declares and guarantees

a) that he has read and understood these GTCs (including all appendices and accompanying documents);

b) that he agrees and acknowledges that ACRIA Tokens do not constitute securities or any other form of investment products in any jurisdiction;

c) that he agrees and acknowledges that these GTCs and all accompanying documents do not constitute a prospectus and are not intended to constitute an offer of securities or any other form of investment product in any jurisdiction or a solicitation of an investment in securities, and that it is not obligated to enter into any contract or binding legal commitment, and that no crypto currency or other form of payment needs to be accepted on the basis of these GTCs and all accompanying documents;

d) that he acknowledges and agrees that there are risks associated with the purchase of Tokens, possession of Tokens, and use of Tokens for the provision or receipt of services, including (but not necessarily limited to) the risks described;

e) that he has a sufficient understanding of technical, financial, and business matters (including those relating to the services and the ecosystem), cryptographic tokens, token storage mechanisms (such as token wallets), and block chain technology to understand these GTCs and any accompanying documents and to understand the risks and implications of purchasing tokens;

(f) that he understands the limitations and risks associated with the creation of tokens, as set forth herein and in the accompanying documents, and acknowledges and accepts all such risks;

(g) that he has sufficient information about the brands, services and ecosystem to make an informed decision to purchase Acria tokens;

h) that he understands that the Tokens only convey the right to provide and receive services to the ecosystem and do not convey any other rights of any kind relating to the ecosystem, including, but not limited to, ownership, distribution, redemption, liquidation, title (including all forms of intellectual property) or other financial or legal rights, except as set forth in these GTCs;

i) that he purchases ACRIA Tokens solely for the purpose of receiving services and to support the development, testing, deployment and operation of the ecosystem, while being aware of the commercial risks associated with Acria and the ecosystem, and that he will not purchase Tokens for any other purpose, including, but not limited to, investment, speculative or financial purposes;

j) that his purchase of Tokens will comply with all applicable laws and regulations in his home jurisdiction, including, but not limited to, the legal capacity and any other threshold requirements in his jurisdiction to purchase the Tokens and enter into contracts with Acria, or any foreign exchange or regulatory restrictions that apply to such purchase, and any governmental or other approvals that may be required;

k) that he will comply with all applicable tax obligations in his home jurisdiction arising from the purchase of Tokens;

l) that if he purchases Tokens on behalf of a corporate entity, he is authorized to accept these GTCs on behalf of that entity and that entity will be responsible for any violation of these GTCs by him or any other employee or agent of the entity, and that such entity is properly organized and validly exists under the applicable laws of the jurisdiction of its organization, and that he is duly authorized by such entity to act on its behalf;

m) that he is not a citizen or permanent resident of Afghanistan, the People's Republic of China, the Crimean Peninsula, Cuba, Eritrea, the Gaza Strip, India, Iran, Iraq, Kosovo, Lebanon, Libya, Myanmar (Burma), North Korea (the Democratic People's Republic of Korea), Palestine, Somalia, Southern Sudan, Syria, the United States of America or Venezuela;

o) that he is not a citizen or resident of any geographic area where access to or use of the Services or acceptance of delivery of the tokens is prohibited by any applicable law, statute, ordinance, treaty or administrative act.

11. Right of suspension

The company is entitled to suspend the token sale – at any time before accepting the purchaser's offer and regardless of the status of the purchaser's offer – for a certain period of time or to terminate the token sale in its sole discretion.

The purchaser acknowledges and agrees that no information provided by the company, whether contained in these Terms and Conditions, the White Paper, the Purchase Agreement or any other document or statement, should be considered as business, legal, financial or tax advice. The purchaser can consult his own business, legal, financial or tax advisor, especially with regard to, among other things, the individual chances, possibilities, risks, obligations or further costs resulting from the purchase of and in connection with Acria and ACRIA Token.

12. Risks

The risks listed below represent those that were considered material at the time this document was prepared. All the risks presented can occur individually, but potentially also simultaneously and to varying degrees of severity. The threat of these risks could have a negative impact on the Acria Project and create doubt in the minds of prospective purchasers. Personal and economic circumstances of a purchaser are not quantifiable, but may increase the impact of the risks listed. No conclusive statement can be made about the probability of occurrence of the risks described below, nor is the order of the risks presented a measure of their probability of occurrence or the extent of their potential impact. For reasons of clarity, the following presentation is structured thematically, whereby it should be noted that the risks mentioned may also have cross-thematic relevance and/or may influence the occurrence and severity of other risks.Irrespective of the risks described here, developments that are still unknown and/or unforeseeable today may also have a negative impact on the Acria project.The risks described below may not only impair the immediate value of the Acria token (ACRIA), but may also lead to the Acria platform developing negatively and to the partial or total loss of the capital invested by the purchasers.

Total Loss Risk

Acria Tokens and/or ACRIA may not increase in value and there can be no assurance that Acira Tokens and/or ACRIA will retain their value. Acira Tokens and/or ACRIA may be worthless because the Acira Project cannot be realized, for example, for technological reasons. Furthermore, the Acira Tokens and/or ACRIA will be based on modern cryptosystems and consensus algorithms. These systems and algorithms, the underlying software application and software platform, is an open-source based protocol that is still in an early stage of development and unproven. This may have a negative impact on the Acira project.

Risk of Resale / Risk of Fraud

The Buyer may be unable to resell the Acira Token and/or ACRIA, or the resale price may be lower than the purchase price paid by the Buyer. The Buyer is aware that secondary trading may take place via third-party exchanges that are new and not or only slightly regulated by law or by governmental authorities and may therefore be subject to fraudulent manipulation, among other things.

Regulation

The Parties are aware that the regulatory requirements for Token Issuances and cryptocurrencies have not been conclusively clarified and may therefore be subject to future legislation and/or regulation by German supervisory authorities. In particular, the German Federal Financial Supervisory Authority ("BaFin") could therefore potentially take action in the future. The subject matter of the contract may also be affected by European legislation. Parts or the entire contract may thereby become ineffective or void or be made subject to additional requirements or conditions that make it necessary to adjust the contract. There is therefore a risk that the Acira project cannot be realized for reasons of German or European regulatory law. This may result in the Acira Token and/or ACRIA becoming worthless and the Buyer losing all money invested. The Parties are therefore aware that currently neither capital market-specific nor customer-specific regulations are applicable to ICOs and investors purchasing tokens during an ICO.

Risk of Hacking and other Security Risks

Because it is possible that Acria may be subject to hacking attacks, e.g., malware attacks, denial of service attacks, smurfing, spoofing, or other security weaknesses, there is a risk that such operations may impact the Acira Token and/or ACRIA and the completion of the Acria Project.

Technology Risk

The implementation of Acria is based on existing technologies, which include programming languages, frameworks, network protocols, cryptographic systems and consensus algorithms. It cannot be ruled out that there may be security vulnerabilities or other flaws in the technologies used or their faulty composition. While these risks can be offset, for example, by conducting security audits, there is never one hundred percent security in computer science and cryptography.

Two scenarios in particular would have a drastic impact on Acria's price: scenario 1 would be a collapse of the cryptographic system. In the worst case, an attacker could gain complete access to any number of Acria (ACRIA), which would very likely render the currency worthless or at least lead to a long-term drop in price. Scenario 2 would be a long-lasting "DDoS attack" that paralyzes the Acria servers for an extended period of time and for which no immediate solution can be found. Again, a long-term drop in price would be the result. Advanced technical precautions are being taken against both scenarios to limit the likelihood of their occurrence.

Marketing Risk

The success of any product, including a digital asset, depends on its distribution. Theoretically, it could happen that none of the marketing measures implemented have any effect and no further users or B2B partnerships can be generated. In this case, the company's capital would eventually be depleted, making the marketing of Acria financially unsustainable. This could lead to a long-term price decline.

Competition

Currently, various teams around the world are working on the implementation of a new generation of digital assets. Some startups have realized that the digital assets of 2021 need to be more usable and that distribution is of paramount importance. There is no denying that competition is fierce and that a large amount of new digital assets will enter the market during 2021.

Further competition will come from improving the usability of existing digital assets, and their distribution will increase. Bitcoin will likely remain the most important currency. As seen in the past, the next crypto bull market will encourage competition and the growth of new digital assets. However, developing and launching a new digital asset will become more difficult with each passing year.

Insolvency Risk

The business activities of Acria UG (haftungsbeschränkt) represent an entrepreneurial commitment that exposes it to all the usual risks of doing business. A company always has the potential to become insolvent. Acria UG (haftungsbeschränkt) does not provide a capital guarantee under any circumstances. Acria UG (haftungsbeschränkt) may become insolvent or over-indebted due to lower revenues and/or higher expenses. Acria UG (haftungsbeschränkt) does not belong to any deposit guarantee scheme. In case of insolvency, the project success cannot be realized.

No Guarantee of Tradability

ACRIA should be tradable on exchanges. There will be also no restrictions on the transfer or sale of ACRIA after the ICO. Importantly, it is not possible to return the ACRIA (or to Acria UG. There is a regulated exchange-like market for the sale of the Acria token. However, there is no guarantee that a sale will be possible at the desired time or on terms acceptable to the original buyer.

The Acria Token is not a security; it does not convey any claims with regard to Acria UG (haftungsbeschränkt). The management may therefore make decisions that do not correspond to the objectives of the individual purchasers of the Acria Token and may negatively influence them.

13. The Term and Termination of the Acria Public Sale Agreement

Acria has the right to terminate the Acria Token Offer Agreement at its own discretion and without prior written notice if the purchaser has provided invalid data to complete the registration process, or if the user has not complied with the other conditions of the Acria Token Offer Agreement.

Upon termination of the Acria Token Offer Agreement, for whatever reason, all licenses granted by Acria to the user under the Acria Token Sale Agreement shall be terminated immediately without any data recovery.

After termination of the Acria Token Sale Agreement, each party shall remain liable to the other party for all amounts due and payable at the time of termination.

14. Dispute Settlement: Arbitration

All disputes arising in connection with this contract or its validity shall be finally settled in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS) to the exclusion of the ordinary courts of law. The place of arbitration shall be Frankfurt am Main, Germany. The language of the arbitration proceedings shall be German. The law applicable to the merits shall be German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and the Provisions of International Private Law (conflict of laws).

15. Other

Clues: Any notice or other communication under the Acria Token Sale Agreement must be in writing and shall be deemed given and received when sent by e-mail: pu[email protected]

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, discussions, presentations, warranties and conditions are summarized in this document. There are no express or implied warranties, representations, conditions or agreements between the parties other than those expressly set forth in this Agreement.

Severability: If any provision of the Acria Token Sale Agreement is found by a court of competent jurisdiction to be unlawful, void or invalid, all other provisions of the Acria Token Offer Agreement shall remain in full force and effect.