$STAX TOKEN – Terms & Conditions and Disclosures

1. Introduction

1.1 These Terms and Conditions ("Terms") govern your purchase of $STAX tokens through staxtoken.io or any other authorized channels.

1.2 By participating in the purchase, holding, or use of $STAX tokens, you agree to these Terms in full and confirm your understanding and acceptance of all associated legal, financial, regulatory, and risk implications.

1.3 If you do not agree with any part of these Terms, you must not purchase or engage with $STAX tokens.

1.4 These Terms form a legally binding agreement between you and TheXchange, the issuing company of $STAX tokens and operator of the StaX.app and VirtualStaX platforms.

2. Definitions

2.1 TheXchange: TheXchange, the issuing entity of $STAX tokens, and the operator of the StaX.app and VirtualStaX platforms.

2.2 $STAX: The native utility token used across the StaX ecosystem to enable utilities such as rewards, staking, access to features, and participation in the platform's economy.

2.3 Buyer: Any individual, entity, or organization acquiring $STAX tokens through staxtoken.io, authorized sales channels, or secondary markets.

2.4 Lock-up: A predefined period during which purchased or allocated tokens are restricted and cannot be sold, transferred, traded, or otherwise disposed of.

2.5 Leak-out: A structured, gradual release schedule by which locked tokens become available for use or transfer over time, enforced through smart contract mechanisms.

2.6 Vesting Group: Any categorized allocation of tokens, such as Seed Round, Private Round, Public Listing, Marketing, etc., each subject to specific lock-up and leak-out schedules.

2.7 Listing: Refers to the initial public listing of $STAX tokens on secondary markets or exchanges, marking the start date for all vesting timelines (the "Listing Date").

2.8 Total Supply: The fixed total supply of $STAX tokens, capped at 1,000,000,000 (one billion) tokens.

3. Vesting Terms, Lock-Up & Leak-Out Explanation

3.1 To promote long-term alignment among stakeholders, ensure market stability, and protect all token holders from excessive volatility or dumps, $STAX tokens are subject to strict lock-up and leak-out schedules.

3.2 These are enforced at the wallet level via immutable smart contract logic on the blockchain.

3.3 All releases are incremental portions of the specific vesting group's total token allocation.

3.4 Tokens remain non-transferable, non-sellable, and non-usable during their lock-up periods.

3.5 Any attempt at unauthorized transfers, sales, or circumvention may result in immediate forfeiture of the tokens, permanent wallet blacklisting, and potential legal action.

3.6 Wallet activities will be monitored for compliance.

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4. $STAX Vesting Overview

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The following outlines the vesting structure for each allocation group. Vesting schedules begin from the official Listing Date — the day $STAX tokens are first made publicly tradable on centralized exchanges.

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All timelines are approximate and based on monthly unlocks occurring every 30 days after Listing.

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4.1 Seed Round (80,000,000 tokens):

• Tokens are fully locked at the time of Listing.

• 2.5% of the allocation unlocks 30 days after Listing.

• 5% unlocks 60 days after Listing.

• 10% unlocks 90 days after Listing.

• Thereafter, 10% of the total allocation unlocks every 30 days.

• Full vesting is completed in approximately 11 months after the Listing Date.

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4.2 Private Round (100,000,000 tokens):

• Tokens are fully locked at the time of Listing.

• 2.5% unlocks 30 days after Listing.

• 5% unlocks 60 days after Listing.

• 10% unlocks 90 days after Listing.

• Thereafter, 10% of the total allocation unlocks every 30 days.

• Full vesting is completed in approximately 11 months after the Listing Date.

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4.3 Public Listing (200,000,000 tokens):

• 10% of the allocation unlocks immediately on the Listing Date.

• An additional 10% unlocks every 30 days thereafter.

• Full vesting is completed in approximately 9 months after the Listing Date.

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4.4 Liquidity (100,000,000 tokens):

• 100% of tokens are unlocked immediately on the Listing Date.

• These tokens are designated to support liquidity and exchange operations from day one.

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4.5 Marketing (89,000,000 tokens):

• 25% of the allocation unlocks immediately on the Listing Date.

• An additional 25% unlocks 30 days after Listing.

• Another 25% unlocks 60 days after Listing.

• The final 25% unlocks 90 days after Listing.

• Full vesting is completed within 90 days after the Listing Date.

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4.6 Rewards (60,000,000 tokens):

• Tokens are fully locked at the time of Listing.

• 2.5% unlocks 30 days after Listing.

• 5% unlocks 60 days after Listing.

• 10% unlocks 90 days after Listing.

• Thereafter, 10% of the total allocation unlocks every 30 days.

• Full vesting is completed in approximately 11 months after the Listing Date.

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4.7 Referrals & Staking (60,000,000 tokens):

• Tokens are fully locked at the time of Listing.

• 2.5% unlocks 30 days after Listing.

• 5% unlocks 60 days after Listing.

• 10% unlocks 90 days after Listing.

• Thereafter, 10% of the total allocation unlocks every 30 days.

• Full vesting is completed in approximately 11 months after the Listing Date.

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4.8 Advisors (84,000,000 tokens):

• Tokens are fully locked at the time of Listing.

• 2.5% unlocks 30 days after Listing.

• 5% unlocks 60 days after Listing.

• 10% unlocks 90 days after Listing.

• Thereafter, 10% of the total allocation unlocks every 30 days.

• Full vesting is completed in approximately 11 months after the Listing Date.

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4.9 Team (53,000,000 tokens):

• Tokens are fully locked at the time of Listing.

• 2.5% unlocks 30 days after Listing.

• 5% unlocks 60 days after Listing.

• 10% unlocks 90 days after Listing.

• Thereafter, 10% of the total allocation unlocks every 30 days.

• Full vesting is completed in approximately 11 months after the Listing Date.

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4.10 StaX Treasury (100,000,000 tokens):

• Tokens are fully locked for the first 180 days following the Listing Date.

• Starting on day 180, 10% of the allocation unlocks every 30 days.

• Full vesting is completed in approximately 18 months after the Listing Date.

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4.11 Reserves (49,000,000 tokens):

• 10% of the allocation unlocks immediately on the Listing Date.

• An additional 10% unlocks every 30 days thereafter.

• Full vesting is completed in approximately 9 months after the Listing Date.

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4.12 Founders (25,000,000 tokens):

• Tokens are fully locked for the first 90 days following the Listing Date.

• Starting on day 90, 10% of the allocation unlocks every 30 days.

• Full vesting is completed in approximately 14 months after the Listing Date.

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5. Final Sale & Acceptance

5.1 All purchases of $STAX tokens are final, irrevocable, and non-refundable.
5.2 By purchasing, you certify legal authority, age of majority, and full acceptance of the vesting terms outlined herein.

6. No Financial Guarantee

6.1 $STAX tokens are utility tokens.
6.2 They do not represent equity, securities, or ownership in TheXchange.
6.3 No guarantees are made regarding resale, returns, or financial gains.

7. Risks & Disclaimers

7.1 By purchasing or holding $STAX, you accept all inherent risks.
7.2 These include, but are not limited to:

• Regulatory changes
• Platform delays or failure
• Market volatility or loss of value
• Smart contract or technical exploits
• Economic instability
• Third-party exchange risks
• Geopolitical events
• User error or loss of credentials

7.3 You are solely responsible for due diligence and risk evaluation.

8. Limitation of Liability

8.1 TheXchange and all related parties shall not be liable for any form of damages.
8.2 This includes direct, indirect, incidental, special, consequential, or exemplary losses.
8.3 Total liability shall not exceed the amount you paid for tokens.

9. Indemnification

You agree to indemnify and hold harmless TheXchange and its affiliates against any and all claims or liabilities arising from:

• Breach of these Terms
• Violation of laws
• Misuse of $STAX tokens
• Negligence or misconduct
• Wallet-related disputes

This indemnity survives the termination of these Terms.

10. Modifications

10.1 TheXchange may modify these Terms at any time.
10.2 Updates will be published on staxtoken.io or official channels.
10.3 Continued participation constitutes acceptance of any changes.

11. Jurisdiction and Dispute Resolution

11.1 These Terms are governed by South African law.
11.2 Disputes shall be resolved by binding arbitration in Johannesburg via AFSA.
11.3 If arbitration is unenforceable, jurisdiction lies with the courts of Johannesburg.
11.4 Class actions and representative proceedings are waived by $STAX purchasers.

12. Disclosures

12.1 Regulatory Compliance

• You must ensure compliance with your local laws, including AML, KYC, and sanctions.
• TheXchange reserves the right to request verification or refuse participation.

12.2 No Investment Advice

• Nothing herein constitutes financial or legal advice.
• Consult independent advisors before purchasing.

12.3 Security Responsibility

• You are solely responsible for securing your private keys, wallets, and credentials.
• TheXchange assumes no liability for hacks or user error.

12.4 Tax Obligations

• You must handle all local tax reporting and payments.
• TheXchange provides no tax advice.

12.5 Third-Party Risks

• TheXchange is not responsible for failures by exchanges, wallets, or blockchain providers.

12.6 Development Uncertainty

• StaX.app remains under development.
• Features and timelines may change without notice.

12.7 Severability

• If any section is deemed unenforceable, the rest remain valid.

12.8 Entire Agreement

• These Terms constitute the entire agreement between you and TheXchange.

13. Final Acknowledgment

13.1 By purchasing or holding $STAX, you confirm that you have read, understood, and accepted these Terms in full.
13.2 For support or inquiries, contact TheXchange only through official channels.