Last Updated: September 2, 2025

 

1. Purpose

These Terms and Conditions (“Terms”) govern the rights, obligations, and responsibilities between individual end users (each a “User”, “you” or “Customer”) and SAYSHELL LTD (the "Company"), a corporation established under the laws of the British Virgin Islands in relation to the pre-order service for the Gaia Galaxy Phone (the “Product”) provided by the Company. By initiating use of the Service (as defined below), User and the Company agree as follows:

2. Definitions

The definitions of key terms used in these Terms are as follows:
• “Service” refers to the Product pre-order service provided by the Company.
• “User” means an individual who uses the Service in accordance with these Terms.
• “Reservation Deposit” means the amount paid by the User to the Company to reserve the Product for sale through the Service in accordance with these Terms.

3. Eligibility

• Users must be at or above the legal age (“Legal Age”) in their country of residence and be legally capable of entering into a binding agreement under applicable laws.
• Users must pay the Reservation Deposit using an approved payment method (e.g. Cryptocurrency wallet).
• Users must provide accurate, truthful, and up-to-date information when submitting pre-order details in accordance with these Terms.

4. The Product

• Product Development. You expressly acknowledge and agree that the Product is, and remains, under development. All statements, images, specifications, prototypes, demonstrations, and other descriptions of the Product provided by the Company, whether in marketing materials, on the Company’s website, or otherwise, are for general informational purposes only and may differ from the final production version. The Company reserves the right, in its sole discretion, to modify, substitute, or remove any features, specifications, designs, materials, or functionalities prior to shipment without notice. You understand and accept that such modifications shall not constitute non-conformity, defect, or breach of these Terms, and shall not give rise to any right of cancellation, return, refund, or other remedy, except to the extent expressly set forth in these Terms or required by applicable law.

• Product Specifications. Specifications such as battery life and storage capacity may vary depending on usage conditions. Final hardware, software, design, and features at the time of delivery may differ from the initial announcements or other communications by the Company. The Company may modify certain specifications without prior notice. However, such changes shall not constitute grounds for contract termination, cancellation or refund unless they materially diminish the essential functions of the Product.
  
  

5. Waitlist 

• The User may register on the waitlist for the Product by submitting a registration on the Company’s website at [https://mobile.gaianet.ai/]. Submission of such registration does not constitute a purchase contract for the Product with the Company and does not guarantee product delivery, specifications, price, or order priority. You are not obligated to purchase the Product by registering for the waitlist and can be removed from the waitlist upon request to the Company at any time. Registration on the waitlist is for informational purposes only and does not constitute an offer, agreement, or commitment by the Company to provide any products or services to any person. 

• The Company makes no guarantee as to the availability, timing, or delivery of any products or services for which a waitlist may be offered. Placement on the waitlist does not create any obligation on the part of the Company to sell or otherwise provide any product or service, and may be revoked or modified by the Company at any time in its sole discretion. Users may receive updates regarding waitlist position and further actions via email or other communication channels. The Company reserves the right to remove any User from the waitlist at any time.
  
  

6. Reservation Deposits 

• Reservation Deposit Process. As made available by the Company and in accordance with the instructions and pricing provided by the Company on its website, Users on the waitlist, users who have otherwise registered to purchase the Product, or Users who are otherwise determined as eligible to purchase the Product by the Company in its sole discretion (subject to applicable law), may pay a set fee through the Company’s website, to make a Reservation Deposit. Except as otherwise set forth herein or as agreed upon by the parties hereto, the Reservation Deposit must be paid in full in advance of purchase or delivery of the Product and is non-cancellable and non-refundable after 7 calendar days from the date of payment by the User of the Reservation Deposit. Subject to applicable law, the Company reserves the right, at its sole discretion, to reject or deny any Reservation Deposit or refund request for any reason.

• Reservation Deposit Refund. The Company will grant requests for refunds of Reservation Deposits only in the event that: (i) the User cancels the payment of the Reservation Deposit or notifies the Company of a desire to cancel the payment of the Reservation Deposit, as so instructed on the Company’s website, within 7 calendar days from the date of purchase; and (ii) the Reservation Deposit paid by the User exceeds [USD 1,399]. Subject to applicable law, any other such requests will not be granted.  Refunds will only be processed using the original payment method used for the Reservation Deposit. Users acknowledge and agree that by confirming their Reservation Deposit payment, they expressly waive any statutory rights of withdrawal, cancellation, or cooling-off, to the extent permitted by applicable law.

• Quantity Limits and Prohibition on Commercial Resale

  • The User represents and warrants that the Product is ordered solely for personal use and not for commercial resale, export, or distribution.

  • The Company may impose a maximum quantity limit per purchase, and any purchase intended for commercial resale by merchants is strictly prohibited.

  • The User may not transfer or resell the Product or their waitlist status for any commercial purpose without the Company’s prior written consent.

  • Orders suspected to be for commercial resale may be cancelled without refund.

  • The Company may allow collective or group purchases; however, customs duties and import taxes may vary by jurisdiction, and Users are responsible for checking applicable regulations for multi-unit imports.
    

The Company reserves the right to limit purchases to five (5) unit per account by default. Any exceptions will be communicated separately and subject to Company approval.

7.  Product Purchase and Payment Terms

• Final Quotation. As available and as instructed by the Company, the User may purchase the Product. The final price of the Product, including all taxes, shipping fees and any other applicable charges will be specified in the final quotation provided to User by the Company (the “Final Quotation”). The User will be responsible for all value-added tax (VAT), customs, duties, import taxes, transaction fees any legal or regulatory charges, and delivery costs. Product prices may change without notice in the Company’s sole discretion. 

• Payment Methods. Users must use only authorized payment methods in their own legal names; failure to complete payment will result in failure to place an effective order for purchase of the Product. Any such failure of payment will not entitle the User to a refund of the Reservation Deposit. Payment to purchase the Product will be for the price of the Product pursuant to the Final Quotation or as otherwise agreed between the Company and the User, less any Reservation Deposit the User has already paid.
  
  

8.  Delivery. 

Delivery timelines are estimates only and are provided for informational purposes. These timelines are not contractually binding and may vary due to production, logistics, or regulatory factors. The Company shall not be liable for delays beyond its reasonable control. The Product may be available only in select geographical regions and User acknowledges and understands that User must provide accurate delivery information in an applicable geographical region in order to receive the Product. Delivery may take up to six (6) months or more from the time of the Users’ purchase of the Product. 

Errors in the shipping address, refusal to accept delivery, or failure to receive the Product are the responsibility of the User. In such cases, shipping costs or taxes may not be refunded. Expected delivery dates will be separately notified via email or through the Company’s website, but are not guaranteed. Ownership of the Product and risk of loss or damage to the Product transfers to the User upon the Company’s delivery of the Product to the shipping carrier. The Company is not liable for any damage, loss, or delay occurring during delivery.

9.  Software License

• The Product may include embedded or accompanying software (“Software”). Subject to these Terms, the Company grants the User a limited, non-exclusive, non-transferable, revocable license to use the Software solely in connection with the Product for personal, non-commercial purposes.

• The User may not: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software, except where permitted by applicable law; or (c) use the Software for any unlawful purpose.

• The Company retains all right, title, and interest in and to the Software, including all intellectual property rights.

10.  Confidentiality 

The User shall not, without the Company’s prior written consent, disclose to any third party any confidential or proprietary information related to pricing offered hereunder and/or Company’s products, services, personneDl, financial condition, technology, business, pricing or operations, or any personally identifiable information related to Company’s employees or agents.  The User shall indemnify, defend and hold harmless Company from all damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of or related to any breach of this section.

11.  Disclaimers

•    Except as otherwise agreed upon between User and Company, User has no right hereunder to receive tokens or digital asset rewards. The purchase of the Product does not guarantee the receipt of any tokens, airdrops, or other digital assets. There is no implied financial value associated with any promotional rewards, and purchasing the device does not entitle the User to any digital asset allocation unless expressly stated in a separate agreement. Users will be required to acknowledge this disclaimer during the purchase process.

•    The Company does not guarantee compatibility with any carrier or region of service. Users are solely responsible for verifying network compatibility, and the Company shall not be liable for the following:

• Availability or quality of communication services (e.g., data, voice);

• Carrier-specific restrictions or charges;

• Limited functionality due to regional network incompatibility

•     The Product does not include cellular or internet service. The User must subscribe to such services separately through such User’s carrier. The Company is not responsible for network quality or charges.

• The User acknowledges and agrees that any descriptions, statements, or representations made in promotional or marketing materials — including but not limited to website content, social media posts, newsletters, campaign videos, or press releases — are provided for general informational purposes only and shall not be considered binding offers, guarantees, or warranties of any kind.

• The Product may include “Seed Vault” technology to protect private keys. User understands and acknowledges that loss of the “Recovery Phrase” may result in permanent loss of access to digital assets. The Company will not be responsible for any financial losses related to the foregoing. The Recovery Phrase must never be shared with third parties. The Company will never request it under any circumstances.

• EXCEPT AS SET FORTH HEREIN, THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.  COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE OR COURSE OF DEALING.  COMPANY DOES NOT WARRANT THAT THE PRODUCTS FURNISHED TO USER HEREUNDER WILL MEET USER’S REQUIREMENTS OR THOSE OF ANY THIRD PARTY.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF OR RELATED TO THESE TERMS OR THE RECEIPT, FAILURE TO RECEIVE, USE OF OR INABILITY TO USE THE PRODUCTS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY USER FOR THE PRODUCT.  THE EXISTENCE OF ONE (1) OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.  

13. General Terms

• Returns and Exchanges. The Products may be returned in accordance with the Company’s Return Policy located at [https://mobile.gaianet.ai/pages/pre-order-global-return-policy]. In the event of a conflict between these Terms and the Return Policy, the terms of the Return Policy shall prevail, solely with respect to the matter in question.

• Protection of Personal Information.  Personal information provided by the User to the Company will be handled in accordance with the Company’s Privacy Policy located at [https://mobile.gaianet.ai/pages/privacy-policy]. Please review the policy carefully.

• Gifting and Third-Party Purchases. The User may purchase the Product as a gift, provided it is not for commercial resale purposes. However, any attempt to circumvent the restricted conduct in this Section is strictly prohibited.

• Customer Support and After-Sales Service. Hardware defects or inquiries related to the Product will be handled by Samsung and SlashBSlash, the Company’s designated distributor. 

• Governing Law and Jurisdiction. The governing law of these Terms shall be the laws of the British Virgin Islands. In case of any discrepancy between the local language and English versions of these Terms, the English version shall prevail. In the event of a dispute between the user and the Company, mutual consultation shall be attempted first. If mutual agreement is not reached, the dispute shall be resolved through binding arbitration by the BVI International Arbitration Centre (BVI IAC) or a similar institution, to the extent permitted by law. Lawsuits concerning disputes arising from the use of Services between the Company and the user shall be subject to the exclusive jurisdiction of the district court having jurisdiction over the user's address in the British Virgin Islands at the time of filing the lawsuit. If there is no address, it shall be the district court having jurisdiction over the user's domicile. However, if the user's address or domicile is unclear at the time of filing the lawsuit, or if the user is not a British Virgin Islands resident, the jurisdiction under the Civil Procedure Act of British Virgin Islands shall apply.

• Assignment. The User may not assign its rights or delegate its obligations under these Terms to any third party without the prior written consent of Company, which consent shall not be unreasonably withheld.  

• Import and Export Restrictions. The Product may be subject to international import and export regulations, and Users are responsible for complying with applicable laws in their respective jurisdictions.

• Miscellaneous. In no event shall the United Nations Convention on Contracts for the International Sale of Goods govern these Terms.  The Company shall not be responsible for failure to fulfill its obligations hereunder due to causes beyond its reasonable control.  In the event any provision of these Terms is for any reason found by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed severed from these Terms and the remaining terms and conditions shall continue in full force and effect.  These Terms, together with the Final Quotation, as applicable, constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior agreements and understandings, whether oral or written.  These Terms shall remain in full force and effect until terminated by the Company. Any provisions which, by their nature, should survive the termination of these Terms will do so.

Contact Information:

SAYSHELL LTD 

OMC Chambers, Wickhams Cay 1, Road Town, Tortola, BVI

Email: phone@gaianet.ai