Private Token Sale Terms

"ENT Token" means the digital utility and governance token native to the ENTRY network.

"Private Round" refers to the private, invitation-only token allocation conducted prior to the public token generation event (“TGE”).

"TGE" means the initial smart-contract event through which ENT tokens are generated and distributed to verified Purchasers.

"VASP Entities" refers to ENTRY-affiliated, regulated Virtual Asset Service Providers responsible for onboarding, KYC/KYB, and compliance.

"Restricted Jurisdictions" means jurisdictions where digital-asset participation is prohibited, including any country on the OFAC or FATF high-risk list.

Participation is open only to: Accredited investors under U.S. Regulation D, or non-U.S. persons under Regulation S, or equivalent professional/institutional investors under applicable law.

The Purchaser confirms they are at least 18 years old, have completed all required KYC/KYB/AML steps, and are not citizens, residents, or green-card holders of a Restricted Jurisdiction.

ENT Tokens are designed solely for utility and governance within the ENTRY protocol.

They do not represent equity, ownership, profit participation, dividends, debt, or securities of any kind.

No promise of future value, listing, or liquidity is made or implied.

Tokens may be used to participate in on-chain governance, staking, or ecosystem functions as described in the ENTRY Whitepaper.

Purchase price: USD 0.025 per ENT (or equivalent in USDT/USDC). Minimum allocation and payment instructions are provided via the ENTRY dashboard.

Tokens will be delivered after TGE, subject to completion of KYC/KYB approval and vesting execution via ENTRY’s smart-contract infrastructure (e.g., Streamflow).

Unlock, Vesting and Cliff: Private Round allocation is subject to a two-month cliff followed by eighteen months of linear vesting. 5% unlocks at TGE; the remaining 95% vests monthly until fully released ~20 months after TGE.

The Purchaser represents they act on their own behalf, have obtained independent advice, understand token mechanics, are not purchasing with illicit proceeds, acknowledge regulatory/market risks, and will comply with applicable laws.

ENTRY is duly incorporated in Delaware, operates through regulated VASP entities, will deliver ENT Tokens per these Terms, and makes no warranties regarding token value, price appreciation, or exchange listings.

ENT Tokens are non-transferable until vesting completes or ENTRY/VASP entities approve otherwise.

Secondary transfers must comply with applicable securities/virtual-asset regulations. Tokens may not be pledged or used as collateral before full vesting.

ENTRY conducts all sales under a regulated VASP framework. The Purchaser must complete identity verification and provide supporting documents upon request.

ENTRY may suspend or cancel allocations if verification fails, AML red-flags arise, or requested information is not provided promptly. ENTRY may disclose transaction data to authorities where legally required.

Each Purchaser is solely responsible for reporting and paying any taxes associated with the acquisition, holding, or disposition of ENT Tokens. ENTRY provides no tax advice.

Purchasers acknowledge regulatory changes, market volatility, network/cyber risks, and potential illiquidity. Participation is entirely at the Purchaser’s risk and ENT may lose all value.

ENTRY and affiliates shall not be liable for indirect, incidental, special, or consequential damages. Aggregate liability shall not exceed the total amount paid by the Purchaser. All implied warranties are disclaimed.

ENTRY may reject or cancel subscriptions prior to confirmation. If the Private Round is canceled before TGE, ENTRY will refund received funds (net of transaction fees). No refunds before TGE.

Non-public information provided by ENTRY must remain confidential. Purchasers agree not to disclose allocation details or negotiations without written consent.

These Terms are governed by the laws of the State of Delaware, USA. Disputes shall be resolved exclusively in Delaware courts unless mutually agreed otherwise.

All notices shall be sent to info@entry.network or via the ENTRY dashboard. Purchasers must maintain an active email address for official communications.

These Terms, together with the ENTRY Whitepaper and onboarding materials, constitute the entire agreement. ENTRY may amend these Terms before allocation confirmation; continued participation signifies acceptance.

If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

By proceeding with the Private Round allocation, the Purchaser acknowledges they have read, understood, and agreed to these Terms, and that participation is voluntary and at their own risk.