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Airdrop Terms

Last Updated: 21 February 2025 (first version)

Please read these Airdrop Terms carefully before interacting with or otherwise using the registration features of the website located at airdrop.babylon.foundation as of the date above or the API used to register for the BABY airdrop referred to here airdrop-api.babylon.foundation (each and together, the “Registration Portal”) as they apply to you and each individual, entity, group, or association (each and collectively, “you”, “your”) who view, interacts with, links to, or otherwise use the Registration Portal. Your use of the Registration Portal serves as your acceptance of these Airdrop Terms. You agree to comply with all of these Airdrop Terms. You are entering into this agreement with Cuneiform Assets Ltd. (“we”, “our”), which is the entity conducting the Airdrop and distributing Tokens.

If you do not meet the eligibility requirements set out on the Registration Portal or are otherwise not in compliance with these Airdrop Terms, you must not interact with, or access, or otherwise use the Registration Portal. Please note that the registration process will not work with all wallets or hardware security devices.

EVEN IF YOU MEET THE ELIGIBILITY CRITERIA ON THE REGISTRATION PORTAL AND COMPLY WITH THESE AIRDROP TERMS, WE RESERVE THE RIGHT AT ALL TIMES TO REVOKE YOUR ELIGIBILITY TO PARTICIPATE IN THE AIRDROP AT ANY TIME IN WHOLE OR IN PART, WITH OR WITHOUT CAUSE.

Please read the binding arbitration provision and class action waiver in Clause 12 below, which impact your rights as to how disputes are resolved and limit the manner in which you can seek relief from the Issuer Group. You will be permitted to pursue claims against the Issuer or our agents only on an individual basis and not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive and declaratory relief) on an individual basis. Applicable law may permit you to opt out of these arbitration provision within a brief amount of time after you accept these Airdrop Terms. In either case, the provisions of Section 13, “governing law”, will apply.

You must also monitor the Registration Portal for any announcements from the Issuer as they may add to, or change, these Airdrop Terms from time to time.

THE TOKENS DO NOT REPRESENT OR CONFER ANY STAKE, SHARE, OWNERSHIP INTEREST OR EQUIVALENT RIGHTS, OR ANY RIGHT TO RECEIVE ANY INTELLECTUAL PROPERTY RIGHTS IN OR RELATING TO THE ISSUER GROUP. THE TOKENS ARE NOT INTENDED TO BE OR TO REPRESENT A STOCK, A LOAN CONTRACT, A COMMODITY, A CURRENCY, A SHARE, AN INSTRUMENT CREATING OR ACKNOWLEDGING INDEBTEDNESS, AN INSTRUMENT GIVING ENTITLEMENTS TO SECURITIES, A CERTIFICATE REPRESENTING CERTAIN SECURITIES, AN OPTION, A FUTURE, A SWAP, OR A CONTRACT FOR DIFFERENCE IN THE BRITISH VIRGIN ISLANDS OR IN ANY PERMITTED JURISDICTIONS.

CLAUSE 1. DEFINITIONS AND INTERPRETATION

“Affiliates” means, with respect to any specified Person, any director, officer, partner, member, agent, advisor, contractor or employee of such Person and any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that Person. For the purposes of this definition, “control” also includes the terms “controlled by” and “under common control with”, as used with respect to any Person, meaning the ability or power to, directly or indirectly, direct or cause the direction of the management of such Person, whether through the ownership of voting securities, by contract, or otherwise.

“Airdrop” means the registration process for Persons to receive Tokens from the Issuer, and the distribution of Tokens to those Persons.

“Applicable Law” means all applicable laws, acts, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts, and decrees of any relevant jurisdiction.

“Airdrop Terms” means these terms and conditions, including, without limitation, all Information Materials, and any other rules, policies, or procedures that may be issued by any member of the Issuer Group and published from time to time on the Registration Portal on the Babylon Foundation website located at babylon.foundation as of the last update date above, concerning the registration for Tokens to be received via one or more airdrops, each as amended from time to time and at any time in accordance with the provisions herein. Under no circumstances will any Information Materials, rules, policies, procedures, or other communications issued by any member of the Issuer Group (including those published on the Registration Portal of the Babylon Foundation website) modify, diminish, or supersede any provision of this document that confers greater protection or benefit to the rights, limitations of liability, or remedies of any member of the Issuer Group.

“Babylon Bitcoin Staking Protocol” means the Bitcoin staking protocol as further described in the documentation here as updated from time to time.

“Babylon Genesis” means the blockchain currently referred to as Babylon Genesis, which is designed as a Bitcoin-secured network and utilizes the Token.

“Babylon Time-Stamp Protocol” means the Bitcoin staking protocol as further described in the documentation here as updated from time to time.

“Blockchain” means a type of distributed ledger, comprised of immutable, digitally recorded data in arrangements known as ‘blocks’.

“Business Day” means a day (other than a Saturday, Sunday, or public holiday) on which commercial banks are open for ordinary business in the British Virgin Islands.

“Cryptographic Technologies” means digital assets, tokens, crypto-assets, cryptocurrencies, Blockchain and related technologies and protocols.

“Force Majeure Event” has the meaning specified in Clause 14.11.

“Governmental Authority” means any nation, state or government exercising legislative, judicial, or administrative functions of or pertaining to government, including, without limitation, any government agency, authority, department, board, commission, or instrumentality, and any court, tribunal, or arbitrator(s) of competent jurisdiction.

“Information Materials” means documents or other materials issued by any member of the Issuer Group in connection with the Tokens from time to time.

“Issuer” means Cuneiform Assets Ltd., a British Virgin Islands business company with limited liability and having its registered office situated at c/o SHRM Trustees (BVI) Limited of Trinity Chambers, PO Box 4301, Road Town, Tortola.

“Issuer Entity” means each of the separate entities comprised within the Issuer Group, and “Issuer Entities” means any of them.

“Issuer Group” means the Issuer, each of its Affiliates, any corporation that developed significant portion of the Platform and licensed it directly to the Issuer or any of its Affiliates in return for a license fee, and each of such corporation’s Affiliates.

“Parties” means the Issuer and you.

“Permitted Jurisdiction” means a jurisdiction that is not a Prohibited Jurisdiction.

“Person” means an individual or legal entity or person, including, without limitation, a Governmental Authority or an agency or instrumentality thereof.

“Platform” means, each and collectively, the Babylon Genesis, Babylon Bitcoin staking protocol, the Babylon time-stamping protocol, and the bitcoin staking interface (found at https://btcstaking.babylonlabs.io/ as of the last update of these Airdrop Terms). “The Platform” in singular or plural, refers any one of the foregoing, or any combination.

“Platform Operators” means any person, company, or other legal entity that operates the Platform.

“Proceeding” means any dispute, claim, suit, action, cause of action, demand, procedure, or legal proceeding.

“Prohibited Actions” has the meaning specified in Clause 10.3.

“Prohibited Jurisdiction” means any jurisdiction identified in Schedule 1.

“Prohibited Person” means any such Person, as determined by the Issuer in its sole and absolute discretion, that is:

a. a Person unable to pass the Issuer’s know-your-client requirements as may be determined by the Issuer from time to time in its sole and absolute discretion;

b. a U.S. Person as defined in 17 CFR § 230.902, or currently or ordinarily located or resident in (or incorporated or organized in) the United States of America, Canada, or Australia;

c. a member of the public in the British Virgin Islands;

d. a citizen or resident of, or located in, or a legal entity formed or incorporated within or subject to the laws of, a Prohibited Jurisdiction (irrespective of whether use of a virtual private network or other technical workaround to effect such transaction and avoid detection within a Prohibited Jurisdiction);

e. an individual or an individual employed by or associated with a legal entity or a legal entity identified on the United States Department of Commerce’s denied persons or entity list, the United States Department of Treasury’s specially designated nationals or blocked persons lists, the United States Department of State’s debarred parties list, the consolidated sanctions list maintained by the United States Department of Treasury’s Office of Foreign Assets Control, any United Nations Security Council sanctions lists, or any other sanctions list;

f. a Person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority;

g. a Person acting, directly or indirectly, in contravention of any Applicable Law;

h. a Person in any manner limited or prohibited (or that requires licensing, registration, or approval of any kind) from claiming, possessing, transferring, using, or otherwise conducting a transaction involving any amount of Tokens under Applicable Law;

i. a Person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti-bribery statute or has been subject to any investigation or sanction by, or a request for information from, any Governmental Authority relating to money laundering, terrorist financing, corruption, or bribery in any jurisdiction or under any Applicable Law; or

j. a Person that is, unless otherwise disclosed in writing to the Issuer prior to your participation in the Airdrop or acquiring Tokens from any third party, a politically exposed person (“PEP”) as defined by the Financial Action Task Force (or such similar Person under any Applicable Law) as an individual who is or has been entrusted with a prominent public function or an immediate family member or close associate of a PEP, or any corporation, business, or other entity that has been formed by, or for the benefit of, a PEP or any immediate family member or close associate of a PEP.

“use” Any reference to the “use” of the Tokens includes, without limitation, any holding, transferring, exchanging, and/or selling of the Tokens or the grant of any security over the Tokens, and a reference to “using” the Tokens shall be construed accordingly.

“Token” means the Issuer’s cryptographic tokens known as $BABY tokens, as described further in the Information Materials.

“U.S. Person” means any one of the following:

(i) any U.S. citizen or U.S. Person as defined in 17 CFR § 230.902; (ii) any natural person resident in the United States of America; (iii) any partnership or corporation organized or incorporated under the laws of the United States of America; (iv) any estate of which any executor or administrator is a U.S. Person; (v) any trust of which any trustee is a U.S. Person; (vi) any agency or branch of a foreign entity located in the United States of America; (vii) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (viii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States of America; and (ix) any partnership or corporation if: (a) organized or incorporated under the laws of any foreign jurisdiction; and (b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates, or trusts.

However, for the avoidance of doubt, the following are not a “U.S. Person”: (x) any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; (xi) any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if: (a) an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and (b) the estate is governed by foreign law; (xii) any trust of which any professional fiduciary acting as trustee is a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person; (xiii) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; (xiv) any agency or branch of a U.S. Person located outside the United States if: (a) the agency or branch operates for valid business reasons; and (b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and (xv) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates, and pension plans, and any other similar international organizations, their agencies, affiliates, and pension plans.

CLAUSE 2. TERMS AND CONDITIONS, STATUS, AND ACCEPTANCE

2.1. These Airdrop Terms constitute a legally binding obligation on you effective upon the earlier to occur of the date and time: (i) you click the check box on the Registration Portal to indicate that you have read, understand, and agree to these Airdrop Terms; (ii) you participate in the Airdrop hosted by the Issuer; (iii) you receive any Tokens from the Issuer Group or from any third party; or (iv) have any Tokens registered or recorded in a manner associated with your wallet or wallets.

2.2. These Airdrop Terms define the rights and obligations of the Parties in relation to the Tokens and your registration to participate in the Airdrop and receive and/or use Tokens.

2.3. You must carefully read and agree to comply with these Airdrop Terms before registering or using any of the Tokens and/or using the Platform.

2.4. By participating in the Airdrop, including by registering or undertaking any activities which qualify you to receive Tokens and/or using the Platform, you are confirming to each member of the Issuer Group that you have fully read, understand, and irrevocably accept these Airdrop Terms. If you do not agree with these Airdrop Terms or any part of them, or have not acknowledged your acceptance of these Airdrop Terms by clicking on “Accept” or a similar button, you are not permitted to use the Platform or register, receive, hold, or use Tokens accepted or received from the Issuer Group or from any third party.

2.5. Registering for the Airdrop does not guarantee that you will receive Tokens or create an obligation for the Issuer Group to give you Tokens. Your participation is subject to passing anti-money laundering, counter-terrorism financing, and other diligence and eligibility checks, including whether you have engaged in illicit or malicious activities. These checks, conducted at the Issuer’s sole discretion and subject to the Issuer’s approval in its sole discretion, determine your eligibility. If you do not pass, you will not receive any Tokens, even if you successfully registered.

2.6. You acknowledge and agree that: (i) the Platform may not be owned, operated, or controlled by the Issuer; (ii) the Platform may not be used by any significant number of businesses, persons, or other organizations; (iii) there may be limited public interest in the Platform and such lack of interest could negatively impact the Tokens and the Platform; and (iv) you do not have any direct or indirect legal recourse to the Platform, the Platform Operator, or any of its Affiliates.

CLAUSE 3. LIMITATIONS ON REGISTRATION AND RECEIPT OF TOKENS

3.1. TOKENS ARE ONLY INTENDED TO BE RECEIVED BY THOSE PERSONS WHO ARE KNOWLEDGEABLE AND EXPERIENCED IN CRYPTOGRAPHIC TECHNOLOGIES. BY REGISTERING FOR THE AIRDROP, RECEIVING, HOLDING, OR USING THE TOKENS, YOU ACKNOWLEDGE THAT TRANSACTIONS USING CRYPTOGRAPHIC TECHNOLOGIES ARE INHERENTLY EXPERIMENTAL AND VOLATILE AND YOU AGREE TO ACCEPT THAT RISK, AND AGREE THAT THE ISSUER GROUP IS NOT LIABLE FOR ANY LOSS THAT YOU MAY SUFFER OR INCUR, AND FURTHER ACKNOWLEDGE, ACCEPT, AND ASSUME ALL RISKS ASSOCIATED WITH THE TOKENS AND THE PLATFORM INCLUDING, WITHOUT LIMITATION, THOSE IDENTIFIED IN CLAUSE 6 OF THESE TOKEN TERMS AND IN THE INFORMATION MATERIALS.

3.2. TOKENS ARE INTENDED TO BE DELIVERED ONLY TO PERSONS THAT ARE NOT PROHIBITED PERSONS AND BY REGISTERING YOU WARRANT THAT YOU ARE NOT A PROHIBITED PERSON.

3.3. THE AIRDROP REGISTRATION IS SOLELY AVAILABLE ON THE BASIS THAT THE TOKENS DO NOT REQUIRE THAT A PROSPECTUS BE PREPARED IN ANY PERMITTED JURISDICTION NOR THAT ANY OTHER DISCLOSURE OR REGISTRATION REQUIREMENTS BE MET OR WHERE OTHER INVESTOR SAFEGUARDS OR REGULATORY DOCUMENTS OR LICENSING IS REQUIRED IN ANY PERMITTED JURISDICTION IN CONNECTION WITH THE AIRDROP. AS AT THE DATE HEREOF, THE ISSUER IS NOT LICENSED, REGISTERED, OR OTHERWISE REGULATED IN THE BRITISH VIRGIN ISLANDS OR IN THE PERMITTED JURISDICTIONS IN RELATION TO THE ISSUANCE AND DISTRIBUTION OF TOKENS BY THE ISSUER.

3.4. OTHER THAN TO THE EXTENT SET OUT IN THE INFORMATION MATERIALS, THE TOKENS ARE NOT, AND ARE NOT INTENDED TO BE OR TO REPRESENT IN THE BRITISH VIRGIN ISLANDS OR IN ANY PERMITTED JURISDICTIONS, (a) A SECURITY, (b) A CURRENCY, (c) A LOAN CONTRACT, (d) A STOCK, (e) A COMMODITY, (f) A SHARE, (g) AN INSTRUMENT CREATING OR ACKNOWLEDGING INDEBTEDNESS, (h) AN INSTRUMENT GIVING ENTITLEMENTS TO SECURITIES, (i) A CERTIFICATE REPRESENTING CERTAIN SECURITIES, (j) AN OPTION, (k) A FUTURE, (l) A SWAP, OR (m) A CONTRACT FOR DIFFERENCE. TOKENS ARE NOT INTENDED TO BE SECURITIES IN THE BRITISH VIRGIN ISLANDS AND SHALL NOT IN ANY CASE BE CONSIDERED AS SUCH IN THE BRITISH VIRGIN ISLANDS. THE DISTRIBUTION OF THE TOKENS HAS NOT BEEN REGISTERED WITH ANY GOVERNMENTAL AUTHORITY IN THE BRITISH VIRGIN ISLANDS OR ANY PERMITTED JURISDICTIONS. YOU ACKNOWLEDGE AND AGREE THAT THE TOKENS DO NOT REPRESENT ANY OF THE SECURITIES OR INSTRUMENTS SET OUT ABOVE OR GIVE ANY RIGHT TO RECEIVE INTELLECTUAL PROPERTY RIGHTS OF ANY MEMBER OF THE ISSUER GROUP, OR ANY VOTING OR GOVERNANCE RIGHTS OR ANY OTHER RIGHT TO INFLUENCE THE DEVELOPMENT OR OPERATION OF THE ISSUER, AND DO NOT REPRESENT ANY OWNERSHIP RIGHT OF OR IN THE ISSUER. HOWEVER, WITHOUT LIMITATION TO THE ABOVE, THE ISSUER RESERVES ALL RIGHTS WITH RESPECT TO PURSUING ANY FORM OF DECENTRALIZED GOVERNANCE SHOULD IT SO DETERMINE THAT DOING SO WOULD BE IN THE BEST INTERESTS OF THE HOLDERS OF TOKENS FROM TIME TO TIME.

3.5. THE ISSUER RESERVES THE RIGHT TO CANCEL ANY AIRDROP OR REGISTRATION FOR SAME AT ANY TIME IN THE ISSUER’S SOLE AND ABSOLUTE DISCRETION AND WITHOUT PRIOR NOTICE AND WITHOUT ANY LIABILITY OR FURTHER OBLIGATION OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PARTY, IN THE EVENT THE ISSUER FINDS SUCH MEASURES REASONABLE AND/OR NECESSARY IN A PARTICULAR SITUATION, INCLUDING, BUT NOT LIMITED TO, CHANGE OF REGULATORY REQUIREMENTS, OR UPON SUSPICION OR DETECTION THAT YOU DO NOT PRIMARILY RESIDE OR ARE NOT DOMICILED IN A PERMITTED JURISDICTION OR ARE ENGAGED IN FRAUD OR OTHER ILLEGAL ACTIVITY.

3.6. CERTAIN JURISDICTIONS EXPRESSLY PROHIBIT OR RESTRICT THE OFFER, CLAIM, AND/OR USE OF CRYPTOCURRENCIES AND/OR CRYPTOGRAPHIC TOKENS, WHILE OTHER JURISDICTIONS MAY REQUIRE THE ISSUER AND/OR THE TOKENS TO BE LICENSED, REGISTERED, AUTHORIZED, OR OTHERWISE REGULATED. THE TOKENS MAY BE DEEMED TO BE SECURITIES FOR PURPOSES OF SECURITIES LAWS IN VARIOUS JURISDICTIONS SUCH THAT THE DISTRIBUTION OR USE OF TOKENS BY THE ISSUER IN SUCH JURISDICTIONS MAY REQUIRE REGISTRATION OR OTHER STEPS TO BE TAKEN WITH THE RELEVANT REGULATORY AUTHORITIES IN THOSE JURISDICTIONS OR FOR AN EXEMPTION FROM SUCH REGISTRATION OR OTHER STEPS BEING A REQUIREMENT. NO SUCH STEPS HAVE BEEN TAKEN BY THE ISSUER, NOR HAS ANY SUCH RELEVANT EXEMPTION BEEN CONFIRMED. SOME OTHER JURISDICTIONS HAVE OR MAY HAVE BEEN EXCLUDED FROM THE AIRDROP FOR OTHER REASONS, AS DETERMINED BY THE ISSUER IN ITS SOLE AND ABSOLUTE DISCRETION. PERSONS (NATURAL OR LEGAL) WHO ARE A RESIDENT OR TAX RESIDENT, HAVE A DOMICILE IN, OR OTHERWISE HAVE A RELEVANT CONNECTION WITH ANY PROHIBITED JURISDICTION ARE EXCLUDED FROM PARTICIPATING IN THE AIRDROP AND POSSESSING AND USING A TOKEN. TOKENS MAY NOT BE DISTRIBUTED, CLAIMED, OR HELD DIRECTLY OR INDIRECTLY BY ANY PROHIBITED PERSON, AND NEITHER THESE TOKEN TERMS NOR ANY INFORMATION MATERIALS MAY BE SUPPLIED TO ANY PROHIBITED PERSON, OR USED IN CONNECTION WITH THE REGISTRATION FOR THE AIRDROP OR DISTRIBUTION OF TOKENS BY THE ISSUER TO ANY PROHIBITED PERSON. THE INFORMATION CONTAINED IN THESE TOKEN TERMS AND/OR ANY INFORMATION MATERIALS WILL NOT CONSTITUTE AN OFFER TO CLAIM OR AN INVITATION, ADVERTISEMENT, OR SOLICITATION OF AN OFFER TO CLAIM ANY TOKENS WITHIN A PROHIBITED JURISDICTION OR TO ANY PROHIBITED PERSON. FOR THE AVOIDANCE OF DOUBT, THE LIST OF PROHIBITED JURISDICTIONS MAY BE CHANGED FROM TIME TO TIME, IRRESPECTIVE OF THE AWARENESS OF THE ISSUER, AND RELEVANT AMENDMENTS MAY BE MADE TO THESE TOKEN TERMS. YOU ARE ONLY PERMITTED TO USE THE WEBSITE AND PLATFORM AND REGISTER FOR THE AIRDROP TO RECEIVE TOKENS FROM THE ISSUER OR ANY THIRD PARTY IF YOU ARE NOT A PROHIBITED PERSON. TO THE EXTENT A PROHIBITED PERSON ATTEMPTS TO REGISTER AND RECEIVE TOKENS FROM THE ISSUER, OR USE THE PLATFORM, SUCH PURPORTED ACTIVITY IS VOID AND OF NO FORCE OR EFFECT.

3.7. You must comply with Applicable Law in connection with your registration, receipt, holding, use, and/or transfer of the Tokens, including the securities laws of your jurisdiction of residence or citizenship. Tokens may not be re-offered, resold, or transferred, except in a transaction that is compliant with Applicable Law. Any action that is in violation of these restrictions shall be void ab initio, and the Issuer reserves the right to void any Tokens transferred or proposed to be transferred in violation of these provisions. The Issuer specifically disclaims any losses in value or potential value resulting from any such restrictions or actions identified hereunder.

CLAUSE 4. GENERAL

4.1. These Airdrop Terms are effective and binding on you, and the covenants, representations, and warranties set out herein are repeated each time you use the Tokens for any purpose or use or access the Platform or use or access any software on or through the Platform.

4.2. You shall not register or seek to register to participate in the Airdrop and receive Tokens or access or use, or seek to access or use, the Platform if you are a Prohibited Person.

4.4. We may change, add, remove, or modify these Airdrop Terms including any provisions in these Airdrop Terms, at any time in our sole discretion (each an “Amendment”). If we do, we will post the changes on this page and will indicate at the top of this page the date these Airdrop Terms were last revised. It is your responsibility to check these Terms periodically for changes, and we encourage you to do so regularly. Changes may reflect:(i) changes to Applicable Law that may be, or which may otherwise become, applicable to the Tokens and/or the Platform;

(ii) any developments that may otherwise reasonably be capable of materially adversely impacting the Tokens or their distribution by the Issuer or the Platform; or

(iii) as the Issuer may in good faith deem advisable to protect the reputation of the Issuer, the Issuer Group, or the effective operation of the Platform.

4.5. Your continued use of the Tokens and/or the Platform after any such Amendment shall constitute your consent to such Amendment and acceptance of the amended Airdrop Terms. If the Issuer changes, amends, modifies, alters, or supplements these Airdrop Terms (including any of the Information Materials), the Issuer shall publish on its Registration Portal such amended version of these Airdrop Terms and/or the Information Materials reflecting such Amendment. The revised Airdrop Terms will be effective from the date of posting on the Registration Portal or such other date as indicated in the amended Airdrop Terms. You waive any right you may have to receive specific notice of such Amendment and should review the Registration Portal periodically for any changes to these Airdrop Terms. If you do not agree to these Airdrop Terms in effect when you access or use the Platform, you must stop using the Platform.

4.6. These Airdrop Terms and the Platform, and all content herein, therein, or thereon, do not:

(i) constitute an offer or solicitation to sell shares, securities, or any other regulated financial product in any jurisdiction in which such an offer or solicitation is prohibited; and

(ii) constitute a sale of newly created virtual assets to the public under Applicable Laws. None of the information or analyses presented herein, therein, or thereon are intended to form the basis for any investment decision. You enter into these Airdrop Terms and use the Platform based on your own independent judgment and on advice from independent advisers (as applicable).

4.7. The Issuer Group may have no ability to control the Platform or any portion of the Platform. However, subject to Applicable Laws, each member of the Issuer Group reserves the right, in their respective sole and absolute discretion, to refuse to transfer or deliver any Tokens you have registered to receive, and/or modify or to temporarily or permanently suspend or eliminate the Platform (or any part thereof, to the extent that doing so is possible) and/or disable any access to the Platform (including via use of the Tokens), including disabling or terminating access to your account or that of any Person attempting access to the Platform from your internet protocol address (for example, where there is a change in Applicable Laws or where any member of the Issuer Group suspects that you are engaging in illegal activities in connection with your use of the Platform). In order to seek compliance with (or to seek to mitigate the impact of) any Applicable Law or any other laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, administrative acts, or decrees of any nation or Governmental Authority, any state or other political subdivision thereof, any entity exercising legislative, judicial, or administrative functions of or pertaining to government, including, without limitation, any Governmental Authority, agency, department, board, commission, or instrumentality, and any court, tribunal, or arbitrator(s) of competent jurisdiction, and any self-regulatory organization believed by any member of the Issuer Group to apply to or affect the Issuer Group, the Airdrop, the Platform, or the Tokens, any member of the Issuer Group may in their sole and absolute discretion take such steps as they consider necessary or convenient to comply with such matters (which may include, without limitation, the termination of any or all Tokens). This could include also, for example, requiring holders of Tokens from time to time to come forward to the Issuer and confirm their eligibility to hold such Tokens or the cancellation of Tokens and their replacement with equivalent (or different) rights and privileges comprised in another token or in registered form. In addition, the Issuer Group may take such steps as they consider necessary or convenient where they believe or suspect the Tokens may be used, trafficked, or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion, or other unlawful activity, or where the Issuer Group believes the Platform is no longer viable.

4.8. In circumstances where:

(i) the Issuer Group is pursuing compliance with (or seeking to mitigate the impact of) any Applicable Law believed by the Issuer to apply to or affect the Issuer Group, the business of the Issuer Group, the Platform, or the Tokens; or

(ii) the Issuer Group believes the Platform is no longer viable,

then the Issuer may in its sole and absolute discretion:

(iii) cancel all or any Tokens and terminate all obligations of the Issuer in respect of the Tokens; and/or

(iv) amend or vary any obligation of the Issuer in respect of one or more Tokens.

4.9. The Information Materials and the Registration Portal may contain forward-looking statements, which can be identified by the fact that they do not relate strictly to historical or current facts and may include such words as “may,” “will,” “expect,” “intend,” or other expressions of similar meaning, including statements with respect to the use of proceeds of any Airdrop, usage of the Tokens, and Platform functionality and prospects. These forward-looking statements are based on current expectations, and a number of factors could affect future events. You should carefully review Schedule 2 - Risk Disclosures: Certain Risk Factors, for a discussion of certain factors that could affect future events implied by any such forward-looking statements and certain other risks associated with registering to participate in the Airdrop and receive Tokens or use of the Platform.

CLAUSE 5. REPRESENTATIONS AND WARRANTIES; COVENANTS

5.1. You represent and warrant that on the date hereof:

(i) You are not a Prohibited Person;

(ii) You have legal capacity in the jurisdiction where you are a resident and are able to agree and enter into these Airdrop Terms voluntarily and meet all other eligibility and residency requirements, including:

a. You have full power, authority, and capacity to comply with these Airdrop Terms; and

b. You enter into these Airdrop Terms based on your own independent judgment and on advice from independent advisers (as applicable).

(iii) You are fully able and legally competent to access and use the Platform as well as to enter into and comply with these Airdrop Terms (including Clause 5.2 below);

(iv) You will not violate any Applicable Law or any other agreement to which you are a party by entering into these Airdrop Terms or by complying with these Airdrop Terms, including all obligations, acknowledgements, representations, and warranties set forth herein;

(v) You will not register for the Airdrop and will not receive or deal with Tokens, and will not transfer any Tokens within or engage (except as specifically authorized by the Issuer) in any activity relating to the distribution, transfer, or any other use of Tokens in any Prohibited Jurisdiction or with any Prohibited Person;

(vi) You have all necessary and relevant experience and knowledge to interact or transact with Cryptographic Technologies, and the Platform, have a full understanding of the relevant frameworks of the foregoing, and have obtained sufficient information about the Issuer Group, the Platform, and Tokens to enter into these Airdrop Terms, and in particular, you have carefully and thoroughly read these Airdrop Terms and the Information Materials;

(vii) You are aware of all the merits, risks (including, without limitation, those set forth in Clause 6 below and in the Information Materials), and any restrictions associated with Cryptographic Technologies, and accept responsibility for evaluating, claiming or using the foregoing;

(viii) If you are registering to participate in the Airdrop and seek to receive Tokens on behalf of a corporation, Governmental Authority, or other legal entity, you have the right, power, and authority to enter into these Airdrop Terms on behalf of such corporation, Governmental Authority, or other legal entity and bind them to these Airdrop Terms;

(ix) You are not:

(A) subject to, or acting on behalf of any Person subject to, trade or economic sanctions, including but not limited to the list of Specially Designated Nationals and Blocked Persons, or the Consolidated Sanctions List, maintained by the U.S. Treasury Department’s Office of Foreign Assets Control;

(B) established in, resident in, or otherwise operating from countries or territories subject to U.S. economic sanctions, including any Prohibited Jurisdiction; and

(C) otherwise subject to trade or economic sanctions;

(x) You will not access or use the Platform if any Applicable Laws prohibit you from doing so;

(xi) You are not using and will not use the Platform or Tokens for any illegal or unlawful activity, including, but not limited to, money laundering and the financing of terrorism;

(xii) You have not entered or agreed to enter into these Airdrop Terms in reliance on any warranty or representation not set out in these Airdrop Terms, and you acknowledge and agree that the Issuer Group does not make, and expressly disclaims all, any representations and warranties, express, implied, or statutory;

(xiii) The information you provide to the Issuer Group is true, complete, valid, and not misleading in any respect;

(xiv) The Tokens you may receive as a result of registering for the Airdrop will not be used to facilitate any criminal, unlawful, or illegal activity or to perform any money laundering or terrorist financing activity, each as interpreted in the broadest terms or otherwise in contravention of any Applicable Laws;

(xv) You do not seek to register to participate in the Airdrop and receive Tokens for any unlawful purpose, and in particular that:

a. You register to participate in the Airdrop and receive Tokens only for the purposes expressly set out and permitted by these Airdrop Terms;

b. You register to participate in the Airdrop and receive Tokens without any expectation of investment, profit, dividend, capital gain, financial yield, or any other return, payment, or income of any kind;

c. You register to participate in the Airdrop and receive Tokens without any reliance on the efforts of the Issuer Group, the Platform Operator, the Issuer Group, or any third party;

d. Your participation in connection with any initiatives with the Airdrop, such as bonuses (if these are implemented at the Issuer’s sole and absolute discretion), is lawful; and

e. All information given by you is true, complete, valid, and not misleading in any respect.

(xvi) You will implement reasonable and appropriate measures designed to secure access to:

(A) any device associated with you and/or utilized in connection with your register to participate in the Airdrop and receive Tokens;

(B) private keys to your wallet or account; and

(C) email address, account, and your username, password, and any other login or identifying credentials;

(xvii) You are entering into these Airdrop Terms for your own account and not as a trustee, nominee, representative, or agent, and not with a view to, or for resale in connection with, the distribution thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same; and

(xviii) You will promptly notify the Issuer Group if you discover or otherwise suspect any security breaches or defects related to your account, the Platform, or the Tokens.

(xix) No corporate action, legal proceeding, or other procedure or step has been taken in relation to you in connection with:

(A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, or reorganization (by way of voluntary arrangement, scheme of arrangement, or otherwise);

(B) a composition, compromise, assignment, or arrangement with any of your creditors for the reason of avoiding financial difficulty;

(C) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or other similar officer in respect of you or any of your assets; or

(D) the enforcement of any security over any of your assets, or any analogous procedure or step is taken in relation to any of the foregoing in any jurisdiction has been taken or, to your knowledge, threatened in relation to you.

(xx) No expropriation, attachment, sequestration, distress, or execution or any analogous process in any jurisdiction affects any asset or assets of you which is not frivolous or vexatious and is not discharged within 15 days has been taken or, to your knowledge, threatened in relation to you.

(xxi) None of the following apply to you:

(A) You are unable or admit inability to pay your debts as they fall due;

(B) You are deemed to, or are declared to, be unable to pay your debts under Applicable Law;

(C) You suspend or threaten to suspend making payments on all or a material part of your debts;

(D) You, by reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors with a view to rescheduling all or a material part of your indebtedness; or

(E) a moratorium is declared in respect of any of your indebtedness.

5.2. You undertake and agree not to:

(i) violate or assist any party in violating any Applicable Law or any other law, statute, ordinance, regulation, or any rule of any Governmental Authority in connection with your use of the Tokens;

(ii) provide false, inaccurate, incomplete, or misleading information to the Issuer Group;

(iii) take or attempt to take any action or claim ownership of any property that infringes or would infringe upon:

(A) the Issuer Group’s intellectual property rights; or

(B) any third party’s intellectual property rights associated with the Token;

(iv) distribute unsolicited or unauthorized advertising, promotional, or marketing material or any junk mail, spam, or chain letters;

(v) reverse engineer or disassemble any aspect of the Tokens or the Platform for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;

(vi) take any action that imposes an unreasonable or disproportionately large burden or load on the Issuer Group’s infrastructure (including, but not limited to, servers, networks, data centers, and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of the Issuer Group;

(vii) transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

(viii) attempt to gain unauthorized access to the Platform, other systems of the Issuer Group, computer systems, or networks connected to the Platform, including through password mining or any other means; or

(ix) transfer any rights granted to you under these Airdrop Terms.

5.3. You further represent and warrant that any monies you use in connection with the Tokens are in each case your property or you are duly authorized to possess and transact using such funds by the owner of such funds.

5.4. You acknowledge and agree that the Issuer enters into these Airdrop Terms with you in reliance on the representations and warranties set out in this Clause 5.

5.5. You shall be deemed to repeat all the representations contained in Clause 5.1 on each day and at all times that these Airdrop Terms are applicable to you (including, without limitation, for so long as you directly or indirectly hold any Tokens or have any Tokens registered or recorded in your name).

CLAUSE 6. RISKS OF TOKENS AND LIMITATIONS OF LIABILITIES

6.1. You understand and acknowledge that Tokens and Cryptographic Technologies are not exclusively (or, as appropriate, at all) controlled by the Issuer Group, and adverse changes in market forces or the technology, broadly construed, may prevent or compromise the Issuer’s performance under these Airdrop Terms. As such, the receipt of Tokens carries with it a number of risks. Prior to registering to participate in the Airdrop and receiving Tokens, you should carefully consider the risks listed herein and in the Information Materials and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with to registering to participate in the Airdrop and receiving Tokens or holding of Tokens is unacceptable to you, you should not register to participate in the Airdrop and receive Tokens. YOU ACKNOWLEDGE, AGREE, AND ASSUME ALL RISKS ASSOCIATED WITH THESE TOKEN TERMS AND THE TOKENS INCLUDING, WITHOUT LIMITATION, THOSE RISKS DISCLOSED IN THE INFORMATION MATERIALS.

6.2. You do hereby confirm that you have read and fully understood Schedule 2 (Risk Disclosures: Certain Risk Factors) to these Airdrop Terms and accept the risks identified therein.

6.3. There may be additional risks that cannot be anticipated or foreseen due to the incipience of Cryptographic Technologies.

CLAUSE 7. DISCLAIMER OF WARRANTIES

7.1. THE PLATFORM AND ANY DELIVERED TOKENS ARE PROVIDED TO THE FULLEST EXTENT LEGALLY PERMISSIBLE TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER STATUTORY, EXPRESSED, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE PLATFORM AND DELIVERY OF TOKENS.

7.2. NONE OF THE ISSUER GROUP, THE FOUNDERS OF THE ISSUER GROUP, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ADVISERS MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM, INCLUDING THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE ISSUER GROUP’S SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING CRYPTOCURRENCY SERVICES, ASSETS, AND ANY INFORMATION, IMAGES, OR AUDIO CONTAINED OR RELATED TO THE PLATFORM IS AT YOUR OWN RISK.

7.3. THE ISSUER GROUP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, SOFTWARE, SERVICES CONTAINED IN OR PROVIDED BY THE PLATFORM COMPLY WITH ANY APPLICABLE LAWS OR ACCOUNTING RULES.

7.4. YOU UNDERSTAND AND EXPRESSLY AGREE THAT NONE OF THE ISSUER GROUP, THE FOUNDERS OF THE ISSUER GROUP, OR ANY OF THEIR RESPECTIVE AFFILIATES OR ADVISERS REPRESENTS, WARRANTS, OR GUARANTEES IN ANY WAY THAT TOKENS MIGHT BE SOLD OR TRANSFERRED, OR BE SALEABLE OR TRANSFERABLE, OR THAT THERE IS AN ABILITY OR WILL BE A PLATFORM TO EXCHANGE TOKENS FOR FIAT CURRENCIES, CRYPTOCURRENCIES, OR CRYPTOGRAPHIC TOKENS, DURING OR AFTER THE AIRDROP. THE ISSUER GROUP FURTHER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE REGULATORY OVERSIGHT OR THE USE OR SECURITY OF ANY SUCH EXCHANGE.

7.5. THE ISSUER GROUP DOES NOT GUARANTEE THAT THE PLATFORM CANNOT BE DUPLICATED (EITHER IN PART OR IN FULL) BY A THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OWNER OF THE PLATFORM. THE ISSUER GROUP HEREBY EXPRESSLY WARNS YOU THAT YOU SHOULD NOT ENTER, USE, OR REGISTER FOR THE AIRDROP TO RECEIVE ANY TOKEN OR TOKENS SIMILAR TO TOKENS FROM ANY SOURCES (OTHER THAN VIA THE ISSUER GROUP).

7.6. IF APPLICABLE LAW DOES NOT PERMIT ALL OR ANY PART OF THE ABOVE EXCLUSION OF WARRANTIES OR DISCLAIMER OF IMPLIED TERMS IN CONTRACTS TO APPLY TO YOU, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

7.7. IF ANY GUARANTEE, WARRANTY, TERM, OR CONDITION IS IMPLIED OR IMPOSED IN RELATION TO THESE TOKEN TERMS OR ANY APPLICABLE LAW AND CANNOT BE EXCLUDED (A “NON-EXCLUDABLE PROVISION”), AND THE ISSUER GROUP IS ABLE TO LIMIT YOUR REMEDY FOR A BREACH OF THE NON-EXCLUDABLE PROVISION, THEN THE LIABILITY OF THE ISSUER GROUP FOR BREACH OF THE NON-EXCLUDABLE PROVISION IS LIMITED TO THE FOLLOWING AT THE ISSUER GROUP’S OPTION: IN THE CASE OF SERVICES, THE SUPPLYING OF THE SERVICES AGAIN, OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

CLAUSE 8. LIMITATION OF LIABILITY

8.1. ALL DELIVERIES OF TOKENS FROM THE ISSUER GROUP ARE FINAL AND NON-REFUNDABLE. BY (i) REGISTERING FOR THE AIRDROP AND RECEIVING TOKENS FROM THE ISSUER GROUP; OR (ii) REGISTERING FOR THE AIRDROP AND RECEIVING TOKENS FROM ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE ISSUER GROUP NOR ANY OF THE FOUNDERS OF THE ISSUER GROUP NOR ANY OF THEIR PAST, PRESENT, OR FUTURE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, SUCCESSORS, OR PERMITTED ASSIGNEES (COLLECTIVELY, EACH A “RELEVANT PARTY”) ARE REQUIRED TO (i) PROVIDE A REFUND FOR ANY REASON OTHER THAN AS SPECIFIED HEREIN; (ii) ENSURE ANY LIQUIDITY FOR THE EXCHANGE OF TOKENS; OR (iii) ENSURE YOU RECEIVE MONEY OR ANY OTHER COMPENSATION FOR ANY TOKEN THAT IS NOT USED OR REMAINS UNUSED FOR ANY REASON.

8.2. YOU HEREBY EXPRESSLY AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, NONE OF THE RELEVANT PARTIES SHALL BE LIABLE TO YOU, REGARDLESS OF THE BASIS OR THEORY UPON WHICH THE LIABILITY IS CLAIMED, FOR ANY DAMAGE OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, ANTICIPATED SAVINGS, PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, SOFTWARE, OR GOODWILL, AS WELL AS PERSONAL INJURY, PAIN AND SUFFERING, AND EMOTIONAL DISTRESS (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE), REGARDLESS OF WHETHER SUCH LOSS WAS FORESEEABLE, RESULTING FROM:

(i) THE USE OF, INABILITY TO USE, OR AVAILABILITY OR UNAVAILABILITY OF THE PLATFORM MATERIAL, INFORMATION, SOFTWARE, FACILITIES, OR CONTENT;

(ii) YOUR RECEIPT OF TOKENS OR YOUR USE OF THEM;

(iii) ANY CHANGE IN THE VALUE OF TOKENS OR ANY CRYPTOCURRENCY OR CRYPTOGRAPHIC UTILITY;

(iv) THE ABILITY OR INABILITY TO SELL OR TRANSFER TOKENS, OR THE EXISTENCE OR NONEXISTENCE OF ANY PLATFORM TO EXCHANGE TOKENS FOR FIAT CURRENCIES, CRYPTOCURRENCIES, OR CRYPTOGRAPHIC TOKENS, DURING OR AFTER THE AIRDROP;

(v) ANY ILLEGAL OR UNAUTHORIZED (A) USE OF THE PLATFORM, OR (B) REGISTRATION FOR THE AIRDROP OR RECEIPT OR USE OF TOKENS;

(vi) ANY POINTS, INCENTIVES, NFTS, BONUSES, OR LOYALTY AWARDS ISSUED OR CALCULATED BY THE ISSUER GROUP OR BY ANY OTHER PARTY IN CONNECTION WITH OR RELATED TO THE PLATFORM;

(vii) YOUR ABILITY OR INABILITY TO USE THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THE OCCURRENCE OR EXISTENCE OF ANY DEFECT, INTERRUPTION, DELETION OF FILES OR EMAILS, DELAYS IN THE OPERATION OR TRANSMISSION OF INFORMATION TO OR FROM THE PLATFORM, A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, OR THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE ISSUER GROUP’S RECORDS, PROGRAMS, SERVICES, SERVER, OR OTHER INFRASTRUCTURE RELATING TO THE PLATFORM;

(viii) THE USE OF ANY THIRD-PARTY SERVICES OR WEBSITES (INCLUDING ANY WEBSITE OR SERVICE YOU USE TO REGISTER FOR TOKENS OR WHO PROCESSES THE DELIVERY OF TOKENS ON YOUR BEHALF) OR OTHER INTERNET RESOURCES THAT COPY THE PLATFORM OR PROPOSE TO DISTRIBUTE TOKENS, OR FOR ANY REPRESENTATIONS OR MALFUNCTION OR THE OPERATIONS OF ANY THIRD PARTY WEBSITE OR SERVICE;

(ix) THE RELEASE OF ANY INFORMATION YOU PROVIDED TO THE ISSUER GROUP OR ANY OTHER RELEVANT PARTY;

(x) THE RESALE OR EXCHANGE OR ATTEMPTED RESALE OR EXCHANGE OF TOKENS FOR ANY FIAT CURRENCY, CRYPTOCURRENCY, OR CRYPTOGRAPHIC TOKEN;

(xi) THE PLATFORM FAILING TO BE SUITABLE FOR THE SPECIAL OR PARTICULAR PURPOSE YOU INTEND, OR THE FAILURE OF ANY IMAGES OR AUDIO CONTAINED OR RELATED TO THE WEBSITE OR PLATFORM;

(xii) THE PLATFORM BEING INFECTED WITH ANY MALICIOUS CODE OR VIRUSES;

(xiii) ANY ACTION STEMMING FROM, OCCURRING DUE TO, OR OTHERWISE RELATED TO ANY REPRESENTATION CONTAINED IN CLAUSE 5 PROVING TO BE INCORRECT OR MISLEADING IN ANY RESPECT WHEN MADE OR REPEATED OR DEEMED TO HAVE BEEN MADE OR REPEATED, OR OTHERWISE ANY BREACH OF CLAUSE 5 ABOVE;

(xiv) THE ACTIONS OR OMISSIONS OF ANY THIRD-PARTY PAYMENT PROCESSING ENTITY OR PLATFORM THAT YOU USE IN CONNECTION WITH THE TOKENS, OR YOUR INABILITY OR ABILITY TO USE SUCH PLATFORM OR SERVICES; AND

(xv) THE MANIFESTATION OR MATERIALIZATION OF ANY RISK DISCUSSED OR REFERRED TO IN CLAUSE 6 HEREIN (INCLUDING THOSE REFERRED TO IN SCHEDULE 2 (RISK DISCLOSURES: CERTAIN RISK FACTORS) OR THE INFORMATION MATERIALS).

8.3. For the avoidance of doubt, this Clause 8 and the limitation of liability, exclusion, and disclaimer provisions contained herein shall apply, with full force and effect, in perpetuity for the benefit of the Issuer Group and each other Relevant Party, and any other entity that is or becomes the owner of the Issuer Group or the Platform, whether such ownership occurs through a sale, transfer, merger, other transaction, or by the operation of Applicable Law.

8.4. If Applicable Law does not permit all or any part of the limitations, exclusions, and disclaimers of liability contained herein to apply to you, such limitations, exclusions, and disclaimers will apply to you only to the extent permitted by Applicable Law.

CLAUSE 9. INDEMNITY

You do hereby, to the fullest extent permitted by Applicable Law, indemnify, defend, and hold the Issuer and each other Relevant Party harmless from and against any and all loss, penalty, claim, damage, liability, or expense whatsoever (including reasonable attorneys’ fees and disbursements) due to or arising out of or based upon:

(i) any inaccurate representation or warranty made by you, or breach or failure by you to comply with any covenant or agreement made by you in these Airdrop Terms or in any other document furnished by you to any of the foregoing in connection with this transaction; or

(ii) any action instituted by or on behalf of you against the Issuer or any other Relevant Party that is finally resolved by judgment against you or in favor of the Issuer or any other Relevant Party.

The remedies provided in this Clause 9 shall be cumulative and shall not preclude the assertion by the Issuer or any other Relevant Party of any other rights or the seeking of any other remedies against you. This indemnification shall survive any disposition of your Tokens.

CLAUSE 10. INTELLECTUAL PROPERTY RIGHTS

10.1. Subject to Clause 10.2, you acknowledge as between you and the Issuer Group that the Issuer Group has valid, unrestricted, and exclusive ownership of all rights, title, and interest to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology, and other intellectual property rights to and subsisting in the Platform, Tokens, and the Registration Portal. As between you and the Issuer Group, the Issuer Group is the sole and absolute owner of all intellectual property rights currently in (and modifications to) the Platform, Tokens, and the Registration Portal.

10.2. Except as expressly assigned in writing by the Issuer Group, all copyright and any other intellectual property of the Issuer Group, all content and other materials contained on the Platform or within the Tokens or provided in connection with the Platform or the Tokens, including, without limitation, the intellectual property rights for the Platform and the Tokens and all text, graphics, visual interfaces, photographs, trademarks, logos, artwork, computer code, designs, structures, selections, methods, algorithms, coordination, and expressions (collectively the “Issuer Group Materials”) are the exclusive property of the Issuer Group.

10.3. You may not reproduce, distribute, modify, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Issuer Group Materials (the “Prohibited Actions”). Except as expressly set forth herein, these Airdrop Terms do not contain any implied license, and the Issuer Group expressly reserves all rights not granted to you herein, including all rights, title, and interest in the Platform, the Tokens, and any related content.

10.4. You will be in breach of these Airdrop Terms if you perform or have performed on your behalf any Prohibited Action, or if you print, copy, modify, download, or otherwise use or provide any other Person with access to any Issuer Group Materials without the express written consent of the Issuer Group. Upon such a breach, the Issuer Group may (without limiting its other rights and remedies) terminate your account in its sole and absolute discretion and disable your access to the Platform, in each case without notice to you. Upon the Issuer’s request, you shall immediately return or destroy any copies of the Issuer Group Materials in your possession.

CLAUSE 11. THIRD-PARTY CONTENT

The Platform may contain links to third-party websites and services. Such links are provided for your convenience. Neither the Issuer Group nor the Platform Operator (nor any of their respective Affiliates) shall be considered to make any recommendation or endorsement of any third-party website or its content unless expressly stated by such Person. In addition, neither the Issuer Group nor the Platform Operator (nor any of their respective Affiliates) suggest, imply, or guarantee the safety, accuracy, or reliability of any third-party website or the conformity of such with your expectations. Furthermore, neither the Issuer Group nor the Platform Operator (nor any of their respective Affiliates) is responsible for maintaining any materials referenced from another site, and such Persons make no warranties, recommendations, nor endorsements for or in respect of that site or any service provided thereby or thereon. Neither the Issuer Group nor the Platform Operator (nor any of their respective Affiliates) assume any obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from your (or any other Person’s) use of any content, goods, or services available on or through any such third-party websites and resources.

CLAUSE 12. APPLICABLE LAW AND DISPUTE RESOLUTION

12.1. PLEASE READ THIS CLAUSE CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

Please read the arbitration provisions in this Section 12 of these Airdrop Terms carefully (the “Arbitration Agreement”). It requires you to arbitrate disputes with the Issuer Group, its affiliates, successors, and assigns, and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Issuer Parties”) and limits the manner in which you can seek relief from the Issuer Parties.

12.2. Informal Dispute Resolution:

There might be instances when a dispute arises between you and the Issuer Parties with arising from or related to the Airdrop, Registration Portal, Tokens, or these Airdrop Terms (“Dispute”). If that happens, you may send a written Notice of Dispute by email to us at [email protected] (“Notice”). The Notice must describe the nature and basis of the Dispute and set forth the specific relief sought.

If the Issuer Group and you do not resolve the Dispute set out in the notice within sixty (60) calendar days from the date of receipt, you or we may commence an arbitration proceeding. Both you and the Issuer Group agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

12.3. Applicability of Arbitration Agreement:

All unresolved disputes, claims, or controversies arising out of or relating to any of the Tokens, the Airdrop, the Airdrop Portal, or these Airdrop Terms, the Platform, or any other acts or omissions for which you may claim that that we are liable, including, but not limited to, any dispute, claim, or controversy as to arbitrability, will be finally and exclusively settled by arbitration administered by the London Court of International Arbitration (“LCIA”) under the LCIA Arbitration Rules in force at the time of the filing for arbitration of such dispute,

This Arbitration Agreement will survive termination of these Airdrop Terms.

12.4. Additional Terms of the Arbitration

The following terms apply to any arbitration proceedings commenced under this Agreement:

  • The arbitration will be held before a single neutral arbitrator, unless either party requests three arbitrators, in which case it will be held before three neutral arbitrators.
  • The arbitration will be conducted in the English language.
  • The arbitration will be held in the Cayman Islands and the Cayman Islands will be deemed the ‘seat of arbitration’.
  • All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
  • Any judgment or award made or rendered by the arbitrator(s) may be entered in any court of competent jurisdiction as necessary.
  • The parties will keep the arbitration proceedings confidential and not disclose any information regarding the arbitration to any third party except as follows. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) will not be disclosed to any non-party except the tribunal, the ICC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration, or as necessary to enforce or challenge and award in bona fide legal proceedings, or as required by law. This confidentiality provision will survive termination of these Airdrop Terms and of any arbitration brought pursuant to these Airdrop Terms.

12.5. Other Terms

If applicable law allows the enforcement of this Arbitration Agreement only if you have an opportunity to opt out of these arbitration provisions within a certain amount of time after you accept these Airdrop Terms, then you have 30 days from your first use of any of the Registration Portal in which to opt out of such arbitration terms by sending an email to us. This email should notify us that you wish to opt out and provide us with your full name, entity name if you have one, and jurisdiction.

We reserve the right to modify or update this Arbitration Agreement at any time. Any such changes will take effect immediately upon us posting the revised Agreement to the Registration Portal. If you do not agree with the changes, you may opt out within 30 days of the change by sending written notice to us. otherwise, your continued use of the services will constitute your acceptance of the updated Arbitration Agreement.

To the extent you reject any future changes, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Airdrop Terms (or accepted any subsequent changes).

12.6. Class Action Waiver; Jury Trial Waiver

You agree to bring all disputes or claims arising from or connected to the Airdrop, Registration Portal, Tokens, or Platform in your individual capacity and not as a plaintiff in or member of any class action, collective action, private attorney general action, or other representative proceeding. Further, if any Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

Further, if for any reason a claim by law or equity must proceed in court rather than in arbitration: (a) you and we irrevocably waive the right to demand a trial by jury, and (b) you and we agree to submit to the exclusive jurisdiction of the courts of the Cayman Islands and any courts competent to hear appeals from those courts.

12.7. Exclusions

Notwithstanding the foregoing agreement to arbitrate, you or we may bring any disputes, claims, suits, actions, causes of action, demands or proceedings in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, in any court of competent jurisdiction.

CLAUSE 13. GOVERNING LAW

These Airdrop Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to the principles of conflict of laws. Except as expressly set forth in Section 12, “APPLICABLE LAW AND DISPUTE RESOLUTION; Applicability of Arbitration Agreement” the exclusive jurisdiction for all Disputes will be the courts located in the Cayman Islands, and you waive any objection to jurisdiction and venue in such courts.

CLAUSE 14. MISCELLANEOUS

14.1. Content; Permitted Use

Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to us and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Except as expressly provided in these Airdrop Terms, no part of the Registration Portal, Platform or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

Our trade names and logos are trademarks or registered trademarks of ours. All other names and logos on the Registration Portal or Platform are trademarks or registered trademarks of their respective owners, where applicable. References to any third party-owned trademarks on or in the Registration Portal or Platform are for informational purposes only and is not intended to indicate or imply any affiliation, association, sponsorship or endorsement by any owners of such third party-owned trademarks.

You agree to each of the following:

  1. The Content is only being provided as an aid to your own independent research and evaluation and you should not take, or refrain from taking, any action based on any Content.
  2. The ability of the Registration Portal to interact with third-party wallet applications or devices is not an endorsement or recommendation by or on behalf of the provider of those things, and you assume all responsibility for selecting and evaluating, and incurring the risks of any bugs, defects, malfunctions or interruptions of any such applications, devices, operators, protocols, or networks.
  3. You will not hold us, the Platform Operators, Issuer Group, or the provider of any wallet, or any of our or their affiliates, officers, directors, shareholders, members, representatives or agents (collectively, “Provider Parties”) liable for any damages that you may suffer in connection with your use of the Registration Portal or the Platform.
  4. The Content available on the Registration Portal is not professional, legal, business, investment, or any other advice related to any financial product, and is not an offer or recommendation or solicitation to buy or sell any particular cryptocurrencies or to use any particular investment strategy.
  5. Before you make any financial, legal, or other decision, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
  6. These Airdrop Terms are not intended to, and do not, create or impose any fiduciary duties on any Provider Parties. The only duties and obligations that we owe you are those set out expressly in these Airdrop Terms.
  7. To the fullest extent permitted by law, Provider Parties owe no fiduciary duties to you or any other party. To the extent any such duties may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.

14.2. No Warranty, No Representations

The Registration Portal and Platform are provided on an “AS IS” and “AS AVAILABLE” basis. Your access and use of these are at your own risk. There is no representation or warranty that access to these will be continuous, uninterrupted, timely, or secure; that the information contained in the Registration Portal or Platform will be accurate, reliable, complete, or current, or that the Registration Portal or Platform will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement made in connection with the Registration Portal or Platform should be treated as creating any warranty concerning the Registration Portal or Platform. There is no endorsement, guarantee, or assumption of responsibility for any advertisements, offers, or statements made by third parties concerning the Registration Portal or Platform.

Further, there is no representations or warranty from anyone as to the quality, origin, or ownership of any Content found on or available through the Registration Portal or Platform, and the Provider Parties will have no liability for any errors, misrepresentations, or omissions in, of, or about, the Content, nor for the availability of the Content, and they will not be liable for any losses, injuries, or damages from the use, inability to use, or the display of the Content.

14.3. License

Subject to these Airdrop Terms and your compliance with these Airdrop Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, revocable license, limited as set forth in these Airdrop Terms, to use the Registration Portal. This is not a license to copy, distribute, transmit digitally, publicly perform, publicly display, or make derivative works of the underlying software.

14.4. Limitation of Liability

Except to the extent otherwise required by applicable law, under no circumstances will any of the Provider Parties be responsible or liable under any theory of liability, whether based in tort, contract, negligence, strict liability, warranty, or otherwise, for any damages of any kind arising from or relating to these Airdrop Terms or the Registration Portal or Platform, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation, loss of profits. The foregoing limitations apply even if any of the events or circumstances giving rise to such damages were foreseeable and even if the Provider Parties were advised of or should have known of the possibility of such losses or damages and notwithstanding any failure of essential purpose of any limited remedy.

Except to the extent otherwise required by applicable law, if, notwithstanding the other provisions of these Airdrop Terms, any of the Provider Parties is found to be liable to you for any damages or losses which arise from or relate to these Airdrop Terms or the Registration Portal or Platform, the total aggregate liability of the Provider Parties for any and all such claims, regardless of the form of action, is limited to one hundred US dollars (US$100.00).

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion of certain warranties, or the limitation or exclusion of certain liabilities or damages. Accordingly, some disclaimers and limitations set forth in these Airdrop Terms may not apply in full to you. However, the disclaimers and limitations of liability set forth in these Airdrop Terms will apply to the fullest extent permitted by applicable law.

14.5. Copyright

If you are a copyright owner and believe that any Content on the Registration Portal infringes upon your copyrights, you may submit a notification to us via email at [email protected] with the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.
  • A description of the material that you claim is infringing and where it is located on the Registration Portal.
  • Your address, telephone number, and email address.
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Registration Portal or Platform either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Feedback”) is non-confidential and non-proprietary, that we may treat as public information, and may be shared with others on other sites and platforms. You hereby grant us an unrestricted, irrevocable, universe-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Feedback in any manner, with the right to sublicense.

14.6. Third-Party Rights. Notwithstanding anything to the contrary in the Airdrop Terms or elsewhere, you hereby acknowledge and agree that (i) each Relevant Party may, in their own name and right, exercise their rights and/or enforce any term of the Airdrop Terms that confers a benefit on that Relevant Party, which includes seeking any remedies that would have been available to the Relevant Person if it had been a party to the Airdrop Terms; and (ii) for the purposes of the Contracts (Rights of Third Parties) Law (Revised) of the Cayman Islands each Relevant Party is an intended third party beneficiary pursuant to these Airdrop Terms. The Issuer unilaterally or the parties to these Airdrop Terms together may rescind or vary any parts of these Airdrop Terms in accordance with the provisions set out herein and without the consent of the Relevant Parties, except for the right of each Relevant Party to enforce the unamended original wording of section 8 and section 9 of these Airdrop Terms in their own name and right, which specific right shall survive any such amendment or rescission, remain unamended and continue to be enforceable for indefinite period of time (unless the affected Relevant Party consents to waive its right in writing).

14.7. Security. The Registration Portal does not provide you with a crypto wallet. You will need to use a third-party wallet provider. You must at all times remain the only person who has control over your private key, digital wallet, and any other device associated with the registration to participate in the Airdrop and receipt of Tokens and any username, passwords, or other login or identifying credentials used by you with respect to the Platform and the Tokens. You must implement reasonable and appropriate measures designed to secure access to any private key, digital wallet, or any other device associated with the registration to participate in the Airdrop and receipt of Tokens or the use of the Platform. If you transfer any such private key, digital wallet, or any other device associated with the claim of Tokens or the use of the Platform to any third party, you do so at your own risk, and the Issuer Group shall not be held responsible for any loss you may suffer as a result of third parties accessing your private key, digital wallet, or any other device associated with the claim of Tokens or the use of the Platform. In the event that you are no longer in possession and control of any private key, digital wallet, or any other device associated with the claim of Tokens, the use of the Platform, and/or if you are unable to provide login or identifying credentials to the Issuer Group, and/or if the private key file or password respectively become lost or stolen, you may lose all of your Tokens, access to the use of the Platform, and/or the access to your digital wallet. For the avoidance of doubt, the Issuer Group is under no obligation to recover or replace any such lost or stolen Tokens or the access to the use of the Platform, and you understand and agree that, subject to the provisions of these Airdrop Terms, all Token claims are non-refundable, and therefore you shall not receive any amount of currency or other compensation for any Tokens claimed and/or lost for whatever reason. Failure to use the Platform correctly and/or to follow the Issuer Group’s procedures as may be made available from time to time may result in you not receiving any Tokens, losing access to the use of the Platform, or losing some or all of the amounts associated with the Tokens, regardless of the claim date.

14.8. Suspension. The Issuer Group may be entirely unable to suspend anyone’s access to the Platform. However, notwithstanding anything contained herein, the Issuer Group reserves the right, without notice and in its sole and absolute discretion, to suspend your right to access the Platform, and all related information and files without liability to you, at its sole and absolute discretion, including but not limited to, in case of your breach of these Airdrop Terms or if the Issuer Group believes you have committed fraud or other misconduct or are a Prohibited Person. Upon any such suspension, all rights and licenses granted to you under these Airdrop Terms will immediately terminate. In the event of any Force Majeure Event, breach of these Airdrop Terms, or any other event that would make the operation or provision of the Platform or related services commercially unreasonable for the Issuer Group, the Issuer Group may, in its discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the Platform. To the extent permitted under Applicable Law (including in the event of applicable legislation change or amendment), in the event the Issuer Group revokes your right to use or access the Platform, the Issuer Group shall not be required to provide you with any refund whatsoever.

14.9. Applicability of Securities Laws. References to the securities laws of any country or actions in compliance with such laws shall not be deemed an admission by the Issuer that the Tokens are subject to regulation as securities in any jurisdiction.

14.10. Entire Agreement. Unless otherwise provided, these Airdrop Terms are intended to fully reflect the terms of the agreement between the Parties and shall supersede any previously or contemporaneously agreed-upon terms or understanding; however, nothing in these Airdrop Terms are intended to nor will be read to modify, diminish, or supersede any provisions set forth in the any terms of use or services of any member of the Issuer Group that are more favorable or beneficial to der any other member of the Issuer Group. Under no circumstances will these Airdrop Terms modify, diminish, or supersede any terms or use of service of any of the Issuer Group that confers greater protection or benefit to the rights, limitations of liability, or remedies of any member of the Issuer Group. No provision of these Airdrop Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Airdrop Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Airdrop Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.

14.11. Assignment. The Issuer may, at its sole and absolute discretion, assign any of its rights and/or delegate its duties under these Airdrop Terms (including, but not limited to, any and all intellectual property rights in or to all technology, software, and code relating to the Platform). You may not assign your rights or delegate your duties as a user of the Platform, or as a claimant of Tokens, and any assignment or delegation without the prior written consent of the Issuer, which the Issuer may withhold at its sole and absolute discretion, shall be null and void.

14.12. Severability. In the event any one or more of the provisions of these Airdrop Terms are for any reason held to be invalid, illegal, or unenforceable in any jurisdiction, in whole or in part or in any respect, or in the event that any one or more of the provisions of these Airdrop Terms operate or would prospectively operate to invalidate these Airdrop Terms in any jurisdiction, then and in any such event, such provision(s) shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid, illegal, or unenforceable. Any such modification, invalidity, or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity, or unenforceability, these Airdrop Terms shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question and otherwise as set forth herein.

14.13. Electronic Notices and Use of Information. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (hereinafter - the “Communications”) that the Issuer Group provides in connection with your use of the Platform; and

The Issuer Group and their respective service providers may further disclose your information to any of their respective service providers, agents, relevant custodians, or similar third parties for any reason, and such Persons may keep your information for any period of time permitted by Applicable Law. You do hereby consent to such Persons disclosing any of your information which they hold to any Governmental Authority or prosecuting authority for any reason and without notice to you. You hereby acknowledge and agree to hold the Issuer Group harmless in respect of any disclosure of information by such Persons in accordance with these Airdrop Terms. For the avoidance of any doubt, the Issuer Group shall not be liable to you or any other Person for any loss, damage, or expense incurred directly or indirectly as a result of such disclosure.

14.14. Information Requests. The Issuer Group may determine, from time to time and in its sole and absolute discretion, that it is necessary to obtain certain information about you and your Affiliates in order to comply with Applicable Laws in connection with your entry into these Airdrop Terms and your subsequent holding of Tokens. You agree to provide the Issuer Group with such information promptly upon request, and you acknowledge and accept that the Issuer may refuse to accept your participation until you provide such requested information and the Issuer has determined that it is permissible for the Issuer to accept your participation under Applicable Law. The Issuer Group further reserves the right to request identification documentation from you and your Affiliates at any time. In the event that you or any such Affiliate does not provide such requested information to the satisfaction of the Issuer (in its sole and absolute discretion), the Issuer shall not be bound by the provisions of these Airdrop Terms and shall be entitled to specifically refuse any presentation of Tokens by you to the Issuer Group or any other Relevant Party. In the event that you, directly or indirectly, sell, assign, transfer, convey, or otherwise dispose of any Tokens, you do hereby covenant with the Issuer Group to procure that any such acquirer of Tokens shall be under equivalent obligations to provide such information to the Issuer Group at the request of the Issuer Group from time to time.

14.15. Tax Issues. The Issuer Group makes no representations concerning the tax implications of the distribution of Tokens or the possession or use of them. you bear the sole and absolute responsibility to determine if the claim of Tokens or the potential appreciation or depreciation in the value of Tokens over time has tax implications for you in your home jurisdiction or any other jurisdiction. By registering for the Airdrop and receiving Tokens, and to the extent permitted by Applicable Law, you agree to be solely responsible for any applicable taxes imposed on, and agree not to hold the Issuer Group liable for any tax liability associated with or arising from your registration, receipt, possession, or transfer of Tokens. All fees and charges payable by you to the Issuer are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon the Issuer’s request, you will provide it any information it reasonably requests to determine whether it is obligated to collect any withholding taxes or value-added or similar or other taxes from you, including any applicable tax identification numbers. If any deduction or withholding is required by Applicable Law, you will notify the Issuer and will pay the Issuer any additional amounts necessary to ensure that the net amount that the Issuer receives, after any deduction and withholding, equals the amount the Issuer would have received if no deduction or withholding had been required. Additionally, you will provide the Issuer with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. To the extent the Issuer is responsible for remitting any withholding taxes or value-added or similar or other taxes, your allocation of Tokens shall be reduced to the extent such taxes are required to be remitted by the Issuer. The Issuer Group wishes to make you aware that future use of the Tokens by you when transacting with the Issuer Group may result in withholding taxes, value-added tax, and/or similar or other taxes being imposed. You will be responsible for such taxes; however, where the Issuer is responsible for remitting taxes, the amount of taxes shall be deducted from the fees otherwise due and payable by you in connection with your transactions with the Issuer.

14.16. Force Majeure Events. The Issuer Group shall not be liable for:

(1) any inaccuracy, error, delay in, or omission of:

(a) any information; or

(b) the transmission or delivery of information;

(2) any loss or damage arising from any event beyond the Issuer Group’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, pandemic, riot, labor dispute, accident, action of Governmental Authorities, communications, power failure, or equipment or software malfunction or any other cause beyond the Issuer Group’s reasonable control (each, a “Force Majeure Event”).

14.17. Compliance Policies. The Issuer Group strictly follows applicable anti-money laundering (AML), “know your customer” (KYC), and other Applicable Laws in the British Virgin Islands. You fully agree to assist the Issuer Group in fulfilling the obligations of any Applicable Law and to provide any necessary information that is required from you to the Issuer Group or any relevant Governmental Authority.

14.18. Further Assistance. You shall cooperate with and assist the Issuer Group in connection with any investigation, examination, or inquiry by any Governmental Authority. You shall promptly provide the Issuer Group with any documents, certification, record, or other materials they may request in connection with such investigation, examination, or inquiry.

14.19. Limited Recourse. Notwithstanding any other provision of these Airdrop Terms, any obligations of the Issuer hereunder are limited recourse obligations of the Issuer payable solely from the Tokens (and in relation to the realization of any Tokens, the application of the proceeds thereof). All obligations of and any claims against the Issuer hereunder or in connection herewith after such realization shall be extinguished and shall not thereafter revive. No recourse shall be had against any officer, director, partner, employee, shareholder, or incorporator of the Issuer or its respective successors or assigns for any amounts payable in respect of the Tokens (except as otherwise provided herein).

14.20. Non-Petition. Notwithstanding any other provision of these Airdrop Terms, you may not institute against, or join any other Person in instituting against, the Issuer Group any bankruptcy, reorganization, arrangement, insolvency, winding-up, moratorium, or liquidation Proceedings, or other Proceedings under the laws of the British Virgin Islands, the Cayman Islands, U.S. federal or state bankruptcy or similar laws. Nothing in this Clause 14.20 shall preclude, or be deemed to stop, you:

(i) from taking any action in:

(A) any case or Proceeding voluntarily filed or commenced by the Issuer; or

(B) any involuntary insolvency Proceeding filed or commenced by a Person other than you; or

(ii) from commencing against the Issuer any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation Proceeding.

14.21. Interpretation. Headings are for convenience only and shall not be used to limit or construe any provisions of these Airdrop Terms. The word “or” as used in this Airdrop Terms has an inclusive meaning, equivalent to “and/or”. The terms ‘include’ and ‘including’ will be deemed to be immediately followed by the phrase “without limitation”. The headings appearing at the beginning of several sections contained in these Airdrop Terms have been inserted for identification and reference purposes only and must not be used to construe or interpret these Airdrop Terms. The word “will” as used in these Airdrop Terms has its common meaning, as well as the meaning ascribed to the word “shall”: expressing a current obligation or status, or obligation or status that will arise in the future. All provisions of these Airdrop Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. Our failure to insist on or enforce strict performance of these Airdrop Terms shall not be deemed a waiver by us of any provision or any right we have to enforce these Airdrop Terms. Any such waiver must be in writing in order to be effective. The parties declare that they have required that these Airdrop Terms and all documents related hereto, either present or future, be drawn up in the English language only.

Intellectual Property Notification: This document belongs to the Issuer and is protected by copyright laws. Its copying and/or use by any third party in full or in part without prior written consent of the Issuer is strictly prohibited.

If you have any questions or notice any bugs, errors, or violations, you may send any questions regarding the use of the Platform or regarding these Airdrop Terms via the Registration Portal.

SCHEDULE 1

LIST OF PROHIBITED JURISDICTIONS

  • Afghanistan
  • Belarus
  • Bosnia and Herzegovina
  • Burundi
  • Central African Republic
  • Crimea
  • Cuba
  • Democratic People’s Republic of Korea (North Korea)
  • Democratic Republic of the Congo
  • Donetsk Region of Ukraine
  • Entria
  • Guinea
  • Guinea-Bissau
  • Haiti
  • Iran
  • Iraq
  • Lebanon
  • Libya
  • Ukraine
  • Mali
  • Myanmar
  • Nicaragua
  • Russia
  • Somalia
  • South Sudan
  • Sudan
  • Syria
  • Venezuela
  • Yemen
  • Zimbabwe
  • The United States of America, Canada, Australia, and China
  • Any jurisdiction in which the entry into these Airdrop Terms or the ownership of the Tokens or the use of the Platform is prohibited by Applicable Law
  • Any jurisdiction which is subject to sanctions or embargoes by the United Kingdom, United States, or the United Nations, or other applicable sanctions or embargoes

The Issuer reserves the right to add any additional jurisdictions at any time and without prior notice.

SCHEDULE 2

RISK DISCLOSURES: CERTAIN RISK FACTORS

ACQUIRING TOKENS INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE CLAIMANTS SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED HEREIN, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THESE AIRDROP TERMS AND THE INFORMATION MATERIALS BEFORE MAKING A DECISION TO REGISTER FOR THE AIRDROP OR RECEIVE TOKENS. THE FOLLOWING RISKS ENTAIL CIRCUMSTANCES UNDER WHICH THE BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, AND PROSPECTS OF THE ISSUER GROUP COULD SUFFER. THE FOLLOWING IS NOT AN EXHAUSTIVE LIST AND DOES NOT NECESSARILY REFLECT THE RELATIVE IMPORTANCE OF THE VARIOUS RISK FACTORS. NO MEMBER OF THE ISSUER GROUP OWNS, OPERATES, OR CONTROLS THE PLATFORM OR THE PLATFORM OPERATOR.

OTHER THAN AS EXPRESSLY SET OUT HEREIN, THE ISSUER SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION MATERIALS, THE PLATFORM, AND THE TOKENS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE ISSUER DOES NOT REPRESENT OR WARRANT THAT TOKENS OR THE PLATFORM ARE RELIABLE, CURRENT, OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS OR THE PLATFORM WILL BE CORRECTED. THE ISSUER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS, THE PLATFORM, OR THE DELIVERY MECHANISM FOR THE TOKENS IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

The precise terms of the privileges and other benefits of the Tokens will be determined by parties other than you from time to time. Such privileges and benefits may be amended thereafter at any time and without notice to, or consent from, any holder or group of holders of Tokens, or the Issuer. Any such determination or amendment shall not be a breach of the terms of the Tokens.

While the Tokens are available only to claimants that are not Prohibited Persons (which therefore excludes claims by U.S. Persons), there is the possibility that Tokens could be acquired over time or following changes in the regulatory landscape by U.S. Persons and/or persons in other jurisdictions currently restricted from acquiring Tokens, and, accordingly, the risk factors set out below may include certain risk factors specific to certain jurisdictions even though the Issuer will not at present make the Tokens available at this time to persons from such jurisdictions.

Nothing herein prevents new cryptographic tokens that are interoperable with the Platform from being developed and distributed in the future.

The Platform, while not owned, operated, developed, or otherwise controlled by the Issuer, is in beta stage, which means that the Platform and all related software are experimental. The Platform is provided on an “as is” and “as available” basis, without any representation or warranty of any kind, either expressed or implied, including, without limitation, any representations or warranties that the Platform is free of defects, vulnerabilities, merchantable, fit for a particular purpose, or non-infringing. Any use of the Platform shall be at your own risk. In no event shall the Issuer Group or the owner of the Platform be held liable in connection with or for any claims, losses, damages, or other liabilities, whether in contract, tort, or otherwise, arising out of or in connection with the Platform or its operation or use or be under any obligation to support, develop, or otherwise maintain or promote the use of the Platform or the integration of the Tokens into the Platform.

No promises of future performance or value are or will be made with respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value.

BY PARTICIPATING IN ANY REGISTRATION OR RECEIPT OF TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO, INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT BELOW.

a. Reliance on Developers:

The Issuer may enter into one or more service agreements pursuant to which one or more software developers (each a “Developer”) will provide services with respect to the Issuer’s development and distribution of the Tokens. As consideration for each such Developer providing those services, the Issuer may agree to issue the Developer with a significant number of Tokens. The Director of the Issuer believes that the provisions of each such services agreement will reflect commercial arm’s-length dealings between the Issuer and each such Developer, although there is a material risk that the Tokens are never created, or are never suitably integrated into the Platform, in the event that the Issuer is unable to retain suitable Developers for an ongoing period of time.

b. Risk of Losing Access to Tokens Due to Wallet Incompatibility:

Your cryptocurrency wallet must possess technical infrastructure that is compatible with the receipt, storage, and transfer of the Tokens. Non-compatible wallet addresses will not be accepted. In addition, your wallet address must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address. The Issuer reserves the right to prescribe additional conditions relating to specific wallet requirements at any time, acting in its sole discretion.

c. Risks Associated with the Blockchain Protocols:

Any malfunction, breakdown, abandonment, unintended function, unexpected functioning of, or attack on the protocol upon which the Tokens are issued may have an adverse effect on the Tokens, including causing them to malfunction or function in an unexpected or unintended manner.

d. Risks Associated with your Credentials:

Any third party that gains access to or learns of your wallet login credentials or private keys may be able to dispose of your Tokens. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct wallet address to which to send your Tokens. If you give us the incorrect address to which to send your Tokens, we are not responsible for any loss of Tokens that may occur.

e. Risk of Unfavorable Regulatory Action in One or More Jurisdictions:

i. Cryptographic Technologies have been the subject of scrutiny by various regulatory bodies around the world. Blockchain technology allows new forms of interaction, and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which regulations may be contrary to the current setup of the Platform or its smart contract system and, therefore, may result in substantial modifications to the Platform and such smart contract systems, including its termination and the loss of Tokens.

ii. The regulatory status of cryptographic tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory authorities may apply existing regulation with respect to such technology and its applications, including specifically (but without limitation to) the Platform and Tokens. It is likewise difficult to predict how or whether any legislative or regulatory authorities may implement changes to law and regulation affecting distributed ledger technology and its applications, including specifically (but without limitation to) the Platform and Tokens. Regulatory actions could negatively impact the Platform and Tokens in various ways, including, for purposes of illustration only, through a determination that Tokens are a regulated financial instrument that requires registration, licensing, or restriction. The Issuer may cease operations in a jurisdiction if regulatory actions, or changes to Applicable Laws, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. The functioning of the Platform and the Tokens could be impacted by any regulatory inquiries or actions, including restrictions on the use, sale, or possession of digital tokens like the Tokens, which restrictions could impede, limit, or end the development of the Platform and increase legal costs.

iii. The cryptocurrency exchange market, the token listing and trading market, and by extension the Platform, are subject to a variety of federal, state, and international laws and regulations, including those with respect to “know your customer” and “anti-money laundering” and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Platform could be enacted, which could impact the utility of the Tokens in the Platform. Additionally, users of the Platform are subject to or may be adversely affected by industry-specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other Applicable Laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Platform and the Tokens, including the utility of Tokens with respect to the Platform.

f. Risk of Alternative, Unofficial Platforms:

Following the distribution of the Tokens and the continued development of the Platform, it is possible that alternative applications or platforms could be established, which use the same or similar open-source code and protocol underlying the Platform. The Tokens may have no intrinsic value with respect to such alternative applications. The Platform may compete with these alternative, unofficial token-based applications, which could potentially negatively impact the Platform and the Tokens.

g. Token Generation Risk and Risk of Insufficient Interest in the Platform:

There are no guarantees as to the timing of the Tokens being integrated into the Platform, which is dependent on many factors, including many outside the Issuer’s control. The Platform is not owned, operated, or controlled by the Issuer. Further, it is possible that the Platform will not be used by a large number of businesses, individuals, and other organizations, and that there will be limited public interest in the Platform. Such a lack of interest could negatively impact the Tokens and the Platform.

h. Diverse Use of Digital Assets; Decreased Adoption:

As a new asset and technological innovation, the digital asset industry is subject to a high degree of uncertainty, and digital assets are used by market participants for various purposes. Tokens created and disseminated with respect to the Platform may be intended to be used in connection with a specific service or product developed by the Platform. However, there is no guarantee that holders of Tokens will continue to use Tokens for such purposes or that any Token will maintain its value in the long term. A lack of expansion, or a decrease, in usage of the Token could adversely impact the short-term or long-term value of the Token.

i. No Operating History:

The Issuer has no operating history and will be operating in an evolving industry that may not develop as expected. Assessing the business and future prospects of the Issuer and the Platform Operator is challenging in light of the risks and difficulties the Issuer and the Platform Operator may encounter. These risks and difficulties include, but are not limited to, their ability to:

  • Navigate complex and evolving regulatory and competitive environments;
  • Obtain the requisite regulatory and other licenses in the relevant jurisdictions;
  • Obtain and retain customers;
  • Successfully develop, maintain, and update internal controls to manage compliance within an evolving and complex regulatory environment;
  • Effectively identify and react to market trends;
  • Be involved in the successful development and deployment of the Platform;
  • Implement new products and services;
  • Successfully execute the Issuer’s funding strategy;
  • Effectively compete with other companies;
  • Successfully navigate economic conditions and fluctuations in the market;
  • Effectively manage the growth of the business;
  • Continue to develop, maintain, and scale the Platform;
  • Effectively use finite personnel and technology resources;
  • Effectively maintain and scale financial and risk management controls and procedures;
  • Maintain the security of technology infrastructure, and the confidentiality of the information provided and utilized therein; and
  • Attract, integrate, and retain qualified employees and contractors.

j. Risk that the Platform, as Developed, Will Not Meet Expectations:

The Platform presently is under continued development by the Platform Operator and may undergo significant changes. Any expectations or assumptions regarding the form and functionality of the Platform or the Tokens (including participant behavior) held by the owner of the Platform, the Issuer, or you may not be met, for any number of reasons, including, without limitation, mistaken assumptions or analysis, a change in the design and implementation plans, and changes in the execution of the Platform. Moreover, the Issuer may not be able to retain full and effective control over how other participants will use the Platform, what products or services will be offered through the Platform by third parties, or how third-party products and services will utilize Tokens (if at all). This could create the risk that the Tokens or Platform, as further developed and maintained, may not meet your expectations. Furthermore, it is possible that the Platform will experience malfunctions or otherwise fail to be adequately maintained, which may negatively impact the Platform and Tokens, and the potential utility of the Tokens.

k. Litigation and Third-Party Claims May Adversely Affect the Development and Adoption of the Platform:

From time to time, third parties may assert claims against the Issuer, its developers, and/or its underlying technology. Regardless of the merit of any legal action or claim, any action that reduces confidence in the Issuer’s long-term viability or the ability of individuals to hold and transfer Tokens may adversely affect the Platform. Additionally, a meritorious claim could prevent developers from accessing the most up-to-date Platform code or holding or transferring their Tokens.

l. The Value of the Tokens Will Be Affected by the Success of the Platform:

Because the Tokens are intended for use on the Platform, a failure by the owner of the Platform to successfully develop and/or maintain the Platform would negatively affect the value of the Tokens. There is no guarantee that the Platform will develop as planned or become successful in the marketplace.

m. Long-Term Viability of Cryptoassets:

Cryptoassets, including those like the Tokens, are a new and relatively untested product. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of cryptoassets (including the Tokens) will depend on the long-term utility and economic viability of Cryptographic Technologies. Due in part to these uncertainties, the price of cryptoassets is volatile, and the Tokens may be hard to sell. The Issuer does not control any of these factors and therefore may not be able to control the ability of the Tokens to maintain their value over time.

n. Further Innovations in the Cryptoasset Industry May Cause the Tokens to Lose Value:

The development and acceptance of the cryptographic and algorithmic protocols governing the issuance of, and transactions in, cryptoassets is subject to a variety of factors that are difficult to evaluate and predict. The use of cryptoassets to, among other things, buy and sell goods and services is part of a new and rapidly evolving commercial practice that employs digital assets based on a computer-generated mathematical and/or cryptographic protocol. The growth of this commercial practice in general, and the use of cryptoassets in particular, is subject to a high degree of uncertainty. Factors affecting further development of the cryptoasset industry include, among other things, the continued worldwide adoption of cryptoassets; governmental and quasi-governmental regulation of cryptoassets and/or cryptoasset exchanges; changing consumer demographics, tastes, and preferences; sustained development and maintenance of open-source software protocols; the popularity and availability of alternative and/or new payment services; and general economic conditions. If these factors negatively affect or impede the development of the cryptoasset industry, the value of your Tokens may also be negatively affected.

o. Inability to Fund Development or Maintenance:

The Issuer may not be able to fund development of the Tokens, while the owner of the Platform may not be able to develop or maintain the Platform in the manner that it was intended.

p. Risks from Taxation:

The tax characterization of the Tokens is uncertain. You must seek your own tax advice in connection with acquiring and holding Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements. An investment in the Tokens may result in adverse tax consequences, including withholding taxes, income taxes, and tax reporting requirements. Additionally, subsequent transactions in cryptoassets such as the Tokens may cause investors to incur tax liabilities. Further, any reward received in the form of, or through the use of, Tokens may result in additional tax liability. Each investor should consult with and must rely upon the advice of its own professional tax advisors.

q. Risk of Theft and Hacking:

i. Smart contracts, software applications, and the Platform may be exposed to attacks by hackers or other individuals, groups, organizations, or countries that interfere with the Platform or the availability of the Tokens in any number of ways, including denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known. Any such successful attacks could result in theft or loss of Tokens, adversely impacting the ability to further develop the Platform and/or related platforms and derive any usage or functionality from Tokens. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems, and communications. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Issuer’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Platform, which could negatively affect the Platform and Tokens.

ii. You acknowledge, understand, and accept that if your private key or password gets lost or stolen, the Tokens associated with your wallet address may be unrecoverable and permanently lost. Additionally, any third party that gains access to your private key, including by gaining access to the login credentials relating to your wallet, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens, for which the Issuer shall have no liability.

r. Risk of Security Weaknesses in the Platform:

The Platform consists, at least in part, of open-source software that may be based on other open-source software. There is a risk that the Issuer or other third parties may intentionally or unintentionally introduce weaknesses or bugs into the core infrastructural elements of the Platform, interfering with the use of or causing the loss of Tokens.

s. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography:

Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptocurrencies and the Platform protocol by rendering ineffective the cryptographic consensus mechanism that underpins the Platform protocol, which could result in the theft, loss, or decreased utility of the Tokens. Smart contracts, blockchain application software, and blockchain platforms and protocols are still in an early development stage and relatively unproven. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free, and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of contributions and/or Tokens.

t. Risk of Lack of Adoption or Use of the Platform:

While the Tokens should not be viewed as an investment, they may have value over time. That value may be limited or non-existent if the Platform lacks acceptance, use, and adoption, which may have an adverse impact on the Tokens.

u. Risk of an Illiquid Market for Tokens:

There may never be any marketplace for Tokens. There are currently no exchanges upon which the Tokens would trade. If exchanges do develop, they will likely be relatively new and subject to poorly understood regulatory oversight. They may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products and have a negative impact on the Tokens. To the extent that any third party ascribes an external exchange value to Tokens (e.g., as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If (despite your representations to us to the contrary) You are holding Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic, or cash-equivalent value may increase with time. You assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered by the Issuer Group on an investment basis. Holders of Tokens should be prepared to hold their Tokens indefinitely, as there is no guarantee that holders will be able to transfer, sell, or exchange their Tokens or otherwise redeem them as currency if adoption of the Platform is limited or unsuccessful. Further, we make no representations as to the future market price of Tokens and no representations that the price per Token determined by a future market will be equal to or higher than any purchase price or value.

v. Risk of Dissolution of the Platform:

It is possible that, due to any number of reasons, including development issues with the Platform, the failure of business relationships, lack of public interest, lack of funding, or competing intellectual property claims, the Platform may no longer be viable as a business or otherwise and may dissolve or fail to maintain commercial or legal viability, or be abandoned. There is no assurance that you will receive any benefits through the Tokens.

w. Risk of Malfunction in the Platform:

It is possible that the Platform malfunctions in an unfavorable way, including one that results in the loss of the Tokens.

x. Risk Arising from Lack of Governance Rights:

To the extent the Tokens confer no governance functionality or only limited governance rights with respect to the Platform, substantially all decisions involving the Platform including, but not limited to, decisions by the Platform Operator to discontinue the Platform, can be made those with such governance capabilities. These decisions could adversely affect the Platform and/or Tokens you hold.

y. Risks Associated with Incomplete Information Regarding the Tokens and the Platform:

You will not have full access to all the information relevant to the Issuer, the Tokens, and/or the Platform. Neither the Issuer nor the Platform Operator is required to update you on the progress of the Platform. You are responsible for making your own decision in respect of the acquisition of the Tokens. The Issuer does not provide you with any recommendation or advice in respect of the acquisition of the Tokens. You may not rely on the Issuer to provide you with complete or up-to-date information.

z. No Fiduciary Relationship:

The holders of Tokens will not be in any fiduciary, partnership, trustee, agency, or similar relationship with the Issuer Group and will not be owed any fiduciary duty by the Issuer Group. The holders of Tokens have no direct management, equity, voting, or similar rights in the Issuer Group. However, without limitation to the above, the Issuer reserves all rights with respect to pursuing any form of decentralized governance should it so determine that doing so would be in the best interests of the holders of Tokens from time to time.

aa. Changes to Token and Platform for Legal Compliance:

In order to seek compliance with (or to seek to mitigate the impact of) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, treaties, sanctions, administrative acts, or decrees of any nation or Governmental Authority, any state or other political subdivision thereof, any entity exercising legislative, judicial, or administrative functions of or pertaining to government, including, without limitation, any Governmental Authority, agency, department, board, commission, or instrumentality, and any court, tribunal, or arbitrator(s) of competent jurisdiction, and any self-regulatory organization believed by the Issuer Group to apply to or affect the Issuer Group, the Platform, or the Tokens, the Issuer may in its sole and absolute discretion take such steps as it considers necessary or convenient to comply with such matters including, without limitation, the termination of the Tokens and/or the Platform. In addition, the Issuer may take such steps as it considers necessary or convenient where it believes or suspects the Tokens may be used, trafficked, or applied in the attempted furtherance of money laundering, terrorist financing, tax evasion, or other unlawful activity, or where it believes the Platform is no longer viable.

bb. Regulation Risk:

Regulation of Cryptographic Technologies and cryptocurrency exchanges is currently underdeveloped and is likely to evolve rapidly, vary significantly among international, national, federal, state, and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in the United States, South Korea, China, Singapore, among other countries, are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Platform, the Issuer, and the Tokens. Other countries may adopt similar approaches. Failure by the Issuer or users of the Platform to comply with any laws, rules, and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and regulations would likely have numerous material adverse consequences on the Issuer, the Platform, and/or the Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of the Tokens or impede the activities of the Issuer or the Platform.

cc. Representation by Legal Counsel:

The legal counsel representing the issuer as to matters of BVI law does not represent any current or prospective investors with respect to an investment in the Tokens. No separate counsel has been engaged by the Issuer to represent any current or prospective investors with respect to an investment in the Tokens. The existing counsel may be removed as counsel by the Issuer at any time without the consent of, or notice to, investors. In addition, the existing counsel does not undertake on behalf of or for the benefit of investors to monitor the compliance of the Issuer with applicable laws.

dd. The Issuer Has the Exclusive Right, in Its Sole and Absolute Discretion, to Address and Remediate Any of the Operational, Legal, or Regulatory Risks Presented as of the Date Hereof or Hereafter:

In the exercise of such rights, it is possible that the Issuer may determine that the continued development of the Platform is not feasible. Accordingly, there is a material risk that the Issuer Group may not successfully continue to develop, market, and operate the Platform and the Tokens.

ee. Risk of Abandonment / Lack of Success:

The Tokens and Platform may be abandoned for a number of reasons, including lack of interest from the public, funding, commercial success or prospects (e.g., caused by competitors). There is no assurance that, even if the Platform is partially or fully developed and launched, you will receive any benefits through the Tokens.

ff. Risk Associated with Markets for Tokens:

Any value which anyone ascribe to the Tokens may be extremely volatile and diminish to zero. You should not seek to acquire Tokens as an investment on a speculative basis or otherwise, or for a financial purpose, or with the expectation or desire that their inherent, intrinsic, or cash-equivalent value may increase with time. You assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that the Tokens are not offered on an investment basis. You further acknowledge that any funds you consider to be invested in the Tokens will not be protected, guaranteed, or reimbursed by any governmental, regulatory, or other entity.

gg. Unanticipated Risks:

Cryptographic Technologies are a relatively new and comparatively untested technology. In addition to the risks discussed herein, there are risks that the Issuer cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.

Please ensure you have read and understood all the terms and conditions before participating in the Airdrop.