Simple Agreement For Future Tokens (SAFT)
SIMPLE AGREEMENT FOR FUTURE TOKENS (SAFT)
OLLX Private Sale
Governing Law: Singapore
IMPORTANT NOTICE
This Simple Agreement for Future Tokens (“Agreement”) governs the purchase of OLLX tokens offered in a private sale by Olla Exchange and OChain, collectively referred to as the ‘Project’.
By checking the acceptance box, submitting the purchase form, and/or transferring funds, you irrevocably agree to all terms of this Agreement.
If you do not agree, do not proceed.
1. Nature of the Agreement
1.1 This Simple Agreement for Future Tokens (“SAFT”) relates to the digital utility token known as OLLX (“Token”), offered in a private sale by Olla Exchange / OChain (the “Project”).
1.2 This Agreement represents a contractual right to receive OLLX tokens in the future, subject to the satisfaction of the following conditions:
Launch of the OChain Mainnet
Completion of the 1:1 token migration from the Solana-based OLLX to OChain
Application of the vesting schedule and any applicable cliff period
1.3 The Project is currently operating as a decentralized blockchain initiative and does not yet have a registered legal entity at the time of this Agreement.
1.4 The Project intends to establish one or more legal entities in a crypto-friendly jurisdiction (including but not limited to Singapore, the United Arab Emirates, the Cayman Islands, or the British Virgin Islands) prior to or in connection with the Mainnet launch and/or Token Generation Event (“TGE”). Upon such establishment, the rights and obligations under this Agreement may be assigned or novated to such entity without requiring further consent from the Purchaser.
1.5 OLLX tokens purchased under this Agreement:
Are NOT securities
Are NOT equity or debt instruments
Are NOT immediately tradable
Do NOT represent ownership, shares, profit rights, or voting rights in any legal entity
1.6 The Purchaser acknowledges that this Agreement is not an investment contract, and that the primary purpose of OLLX is utility within the OChain ecosystem, including but not limited to network usage, staking, governance, and protocol-level operations once Mainnet is live.
1.7 Project Name, Branding & Structural Changes:
The Purchaser acknowledges and agrees that the Project may, at its sole discretion, change, update, consolidate, rebrand, or replace any project names, brand names, product names, domain names, or identifiers currently known as “Olla,” “Olla Exchange,” “OChain,” or any related naming conventions.
Such changes may occur for reasons including, but not limited to, regulatory requirements, jurisdictional conflicts, trademark considerations, strategic repositioning, or commercial optimization, and shall not constitute a material change to this Agreement.
Any successor name, brand, protocol, or entity that continues the development, issuance, migration, vesting, or operation of the OLLX token and its associated ecosystem shall be deemed the same “Project” for the purposes of this Agreement.
The Purchaser agrees that no rebranding, renaming, or restructuring shall affect:
The Purchaser’s 1:1 token entitlement
Migration rights
Vesting schedule
Obligations of the Project under this Agreement
2. Current Token Status (Solana)
2.1 At the time of purchase:
OLLX exists temporarily on the Solana blockchain
Tokens are non-tradable
Tokens do not have market liquidity
Tokens have no guaranteed market value
2.2 Upon completion of payment, the Purchaser may receive up to 100% of the purchased OLLX tokens on the Solana blockchain, solely as a temporary representation of entitlement, pending migration to OChain.
2.3 Receipt or visibility of OLLX on Solana:
Does not constitute final delivery of functional tokens
Does not grant economic liquidity or transfer rights
Does not override vesting restrictions enforced on OChain
2.4 Transfer Restriction (Critical Clause)
The Purchaser must NOT transfer, assign, sell, delegate, or move Solana-based OLLX tokens (in whole or in part) to any third party or wallet other than the original receiving wallet.
Any unauthorized transfer may result in:
Loss of migration eligibility
Inability to receive OLLX on OChain
Forfeiture of migration, vesting, and future token delivery rights under this Agreement.
This restriction exists to ensure accurate migration, communication, and vesting enforcement.
2.5 Wallet Risk & Token Destruction
If the Purchaser voluntarily burns, destroys, or otherwise renders inaccessible any Solana-based OLLX tokens prior to migration, the Purchaser acknowledges that such action constitutes a voluntary forfeiture of migration eligibility, and the Project shall have no obligation to replace, reissue, or compensate for such tokens.
The Purchaser acknowledges that migration eligibility is strictly tied to the original Solana wallet used for the purchase.
Loss of access, compromise, theft, or destruction of private keys or recovery phrases shall be solely the Purchaser’s responsibility, and the Project shall have no obligation to verify, recover, or reassign migration rights.
3. Token Migration (1:1)
3.1 All OLLX tokens will be migrated on a 1:1 basis from Solana to OChain Mainnet.
3.2 Upon migration:
Solana-based OLLX tokens will be permanently burned
New OLLX tokens will be minted on OChain
The Project retains discretion over migration mechanics, timing, and technical implementation
3.3 Migration is mandatory to access functional OLLX tokens within the OChain ecosystem.
4. Vesting & Unlock Schedule
4.1 Regardless of any prior receipt or visibility of tokens on Solana, all economic rights are governed exclusively by the vesting smart contract on OChain.
4.2 Vesting applies only after migration to OChain, and Solana-based OLLX tokens do not represent unlocked or liquid assets.
4.3 Indicative vesting structure (subject to final configuration):
Initial unlock: 10% after Mainnet launch
Remaining allocation: Linear vesting over a defined period
No early unlock
No acceleration events
4.4 Tokens that are not vested:
Cannot be transferred
Cannot be traded
Cannot be accessed or bypassed by any means
5. Use of Funds
Funds raised under this Agreement may be used for, but are not limited to:
Core protocol and AI infrastructure development
Testnet and Mainnet infrastructure
Validator tooling and network operations
Security audits and testing
Engineering payroll and operational costs
Legal structuring and compliance
No guarantee is made regarding outcomes, timelines, or success.
6. No Liquidity, Price, or Profit Guarantee
6.1 There is no guarantee of:
Exchange listings
Secondary market liquidity
Token price appreciation
6.2 The Project makes no representations or assurances regarding:
Future token price
Market demand
Profitability
Volatility or price fluctuations after OLLX becomes tradable on OChain and/or any third-party platform, exchange, marketplace, or secondary market
6.3 Any future trading, listing, liquidity, or market behavior of OLLX is entirely speculative, subject to external market forces, and outside the Project’s control.
7. Risk Acknowledgement
The Purchaser understands and accepts all risks, including but not limited to:
Technical failure or vulnerabilities
Delays, modifications, or cancellation
Regulatory or legal changes
Smart contract risks
Market volatility
Partial or total loss of funds
8. Compliance & Eligibility
By accepting this Agreement, the Purchaser confirms that:
They are legally permitted to participate
They are not relying on investment advice
They understand this is a high-risk, early-stage project
They are participating for utility purposes, not speculative profit
8A. Funding & Timeline Dependency
The Purchaser acknowledges and agrees that the launch of the Testnet, Mainnet, Token Generation Event (“TGE”), and any related milestones are entirely dependent on sufficient funding, technical readiness, legal considerations, and market conditions.
No dates, timelines, or milestones referenced in any materials, communications, or discussions shall be construed as guaranteed or binding.
The Project reserves the right to:
Delay
Modify
Accelerate
Restructure
Cancel
any Testnet, Mainnet, or TGE plans if sufficient funding is not secured or if conditions are deemed unsuitable.
Such changes shall not constitute a breach of this Agreement and shall not give rise to any refund or claim.
9. No Refund Policy
All purchases are final and non-refundable, except where explicitly required by applicable law.
10. Modification Rights
The Project reserves the right to:
Update vesting parameters
Modify migration mechanics
Adjust timelines or technical implementations
Provided that the 1:1 token entitlement is preserved.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict-of-law principles.
12. Acceptance
By checking the acceptance box and proceeding with the purchase:
You confirm that you have read and understood this Agreement
You agree to be legally bound by its terms
You acknowledge that no physical or digital signature is required
This Agreement constitutes a legally binding electronic contract
