HENLO
TOKEN TERMS & CONDITIONS

Last Revised on: January 15, 2025

The following Terms and Conditions (hereinafter, the “T&Cs”) apply to the purchaser and/or holder of the Henlo Tokens (hereinafter referred to as the “Tokens”). Do not purchase, through an intermediary or otherwise, or continue to hold and/or use the Tokens if You do not agree to the following T&Cs. These T&Cs do not constitute an offering document, prospectus, offer to sell or solicitation of an offer to buy any financial instrument in any jurisdiction.

By purchasing (through an intermediary or otherwise) and/or holding the Tokens, You will be bound by these T&Cs and all terms incorporated by reference, which contain provisions that affect Your legal rights. Prior to purchasing the Tokens, You should carefully consider these T&Cs and, to the extent necessary, consult a lawyer, accountant, and/or tax professional, as applicable.

The following T&Cs constitute a binding agreement between Henlo Bears Inc., a company duly incorporated in the British Virgin Islands (hereinafter, the “Company”, “We” or “Our”) and You or the entity You may act in representation of (the “Purchaser”, the “Holder” or “You”) and contains the terms and conditions pursuant to which You will purchase and/or hold the Tokens from the Company. You and the Company are each a “Party” and, together, “Parties”, to these T&Cs.

Your purchase, through an intermediary or otherwise, of the Tokens, as well as continued holding and/or usage of the Tokens is subject to these T&Cs. By purchasing, holding and/or using the Tokens, You agree to be bound by these T&Cs. If any of the T&Cs are not acceptable to You, do not purchase, continue to hold or use the Tokens.

Unless otherwise stated herein, solely these T&Cs govern Your holding and/or use of the Tokens. The Company reserves the right to add new terms and conditions or amend these present T&Cs at its sole discretion. Such changes will be made effective with their publication on Our website (the “Website”). It is Your responsibility to periodically check the Website for any such changes. In the event of any conflict between these T&Cs, the latest version published on the Website shall prevail.

The Tokens are designed to integrate into Berachain (the “Platform”). The Platform is not owned or operated by Us. The owner and operator of the Platform (the “Platform Operator”) may change from time to time. Please note that the Platform Operator may still be working on the development of the Platform. To the extent that the Platform may already be in operation and supporting the Tokens. The Tokens, the Platform and the integration of the Tokens into the Platform is on an “as is” basis, and neither We nor the Platform Operator make any promises, claims, or provide any warranties relating the Tokens, the Platform, the integration of the Tokens into the Platform or the completion, success, features, uses and/or functionalities, among others, of the Platform.

Purchase, ownership, receipt, or holding of the Tokens carries no express or implied rights other than the right to use the Tokens as herein described. Specifically, You acknowledge and agree that, unless otherwise set out in these T&Cs, the Tokens do not represent or confer any ownership right or stake, share, security or equivalent rights, or any right to receive future revenue shares, intellectual property rights, or any other form of participation in or relating to the Company or the Platform Operator any of their respective associated parties (the “Associated Parties”), subject to limitations and conditions in these T&Cs and other applicable terms, conditions or policies, which may and likely will be implemented by the Company and/or the Platform Operator at a later date. The Tokens are not intended to be nor should be construed as to be a loan contract, digital currency, security, commodity, or any other kind of financial instrument.

You are purchasing the Tokens exclusively for the purposes described herein, and You are aware of the risks associated with the Company, the Platform Operator and their respective Associated Parties, and the Tokens as hereinafter set forth. You are not purchasing the Tokens for any other purpose other than the aforementioned, such as, without limitation, any investment, speculative or financial purpose. You acknowledge and agree that both the Tokens and the Platform are in an early stage of development and may undergo significant changes over time.

You acknowledge and understand that the Tokens: 1. Do not have any intrinsic value (nor does the Company, the Associated Parties, or any other person make any representation or give any commitment as to its value); 2. Are non-refundable and cannot be exchanged for cash or its equivalent value in any virtual currency or any payment obligation by the Associated Parties; 3. Do not represent or confer the Holder any ownership right, shareholding, participation nor otherwise right, title, or interest of any form with respect to the Company or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Company or to any other Associate or third party company or its personnel or services providers; 4. Are neither intended nor should be construed to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme, or any other kind of financial instrument or investment nor to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; 5. Are not a loan to the Company or its Associated Parties and are not intended to represent any debt owed by any entity, and there shall be no expectation of profit or interest income arising in connection therewith; 6.Are not any form of financial derivatives, commercial paper or negotiable instruments; 7. Will not entitle Token holders to any promise of fees, dividends, revenue, profits, or investment returns, nor should there be any such expectation, nor are the Tokens a note, debenture, warrant, or other certificates that entitle the Holder to any interest, dividend or any kind of return from the Company or its Associated Parties or any person; 8. Are not a commodity or asset that any person is obliged to redeem or purchase; 9. Are not for speculative investment, nor are they intended to constitute a security in the British Virgin Islands or any relevant jurisdiction; 10. Do not result in any mutual covenants or agreement to rights and obligations being entered into between the Purchaser and other holders of Tokens 11. Are subject to the limitations and conditions in the T&Cs herein and in any other applicable policies as may be published from time to time on the Website.

The Purchaser understands that once a transaction has been executed, it cannot be reversed, and the Purchaser will not be entitled to a refund under any circumstances.

The Purchaser acknowledges and agrees that the rights, obligations and limitations may be subject to variation by the Company to the extent such changes are considered reasonable or necessary for compliance with any applicable laws or regulations.

Your purchase of the Tokens, from an intermediary or otherwise, is final. The Company will refuse any refunds or cancellations unless otherwise required by applicable law or regulations. You acknowledge and agree that You waive any and all rights to be refunded any amounts that You may have paid to the Company or to any other seller, when applicable, in exchange for the Tokens, or to cancel any purchase.

Notwithstanding any of the foregoing, the Company reserves the right to refuse or cancel any purchases, or requests to purchase, of the Tokens at any time and in its sole discretion without providing its reasons, including without limitation the following:

1. In connection with any failure to complete KYC, anti-money laundering and counter-terrorism financing checks performed by the Company or the applicable seller; 2.In connection with a change of business or development plan of the Company or the applicable seller; 3. In connection with any adverse change in the regulatory framework.

The Company, or any other applicable seller, shall not be required to notify the Purchaser of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case, provide reasons for unsatisfactory results of checks.

The Company, or any other applicable seller, reserves the right to require You to provide Your personal details (including without limitation correct name, address, and details of the digital wallet from which You have sent the payment), and it is Your responsibility to provide correct details. Failure to provide this information will prevent the applicable seller from allocating the Tokens to Your digital wallet.

At any time during the sale of the Tokens, the Company may either temporarily suspend or permanently abort the sale of the Tokens at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that any or all the sale is aborted, the Tokens will not be available for purchase, through intermediaries or otherwise.

Wallet Security

You are solely responsible for implementing all measures for securing the wallet, vault, or other storage mechanisms You use to receive and hold the Tokens purchased from the Company, including any requisite private keys or other credentials necessary to access such storage mechanisms. If Your private keys or other access credentials are lost, You may lose access to Your Tokens. Under no circumstances will the Company be responsible for any losses, costs, or expenses relating to lost access credentials.

Taxation

The Tokens’ purchase price is exclusive of any and all applicable taxes (including without limitation obligations to pay value-added, sales, use, offerings, withholding taxes, income, or similar taxes) (hereinafter, the “Taxes”). You are solely responsible for determining what, if any, Taxes are applicable to Your purchase, holding and/or usage of the Tokens. It is also Your sole responsibility to comply with any and all relevant tax reporting requirements arising out of or in connection with Your purchase, holding and/or usage of the Tokens. The Company, or any other applicable seller, is not responsible for withholding, collecting, reporting, or remitting any Taxes arising out of or in connection with Your purchase, holding, and/or usage of the Tokens.

The Company cannot and does not provide any tax advice and it recommends that You seek appropriate professional advice in this area if required.

By purchasing the Tokens, the Purchaser agrees not to hold the Company, its Associated Party, affiliates, shareholders, directors, employees or advisors liable for any tax liability associated with or arising out of or in connection with the purchase, holding, and/or use of the Tokens.

Capacity and Experience

The Purchaser is solely responsible for their decision to purchase the Tokens.

The Purchaser expressly acknowledges and represents they have carefully reviewed the present T&Cs, and fully understand the risks, costs, and benefits associated with the acquisition of the Tokens as indicated in the present T&Cs.

The Purchaser undertakes that they have legal competence and capacity to accept these T&Cs through their purchase of the Tokens.

The Purchaser undertaking to acquire the Tokens must ensure that they understand and have significant experience in cryptography, blockchain systems, products, and services and that they fully understand the risks associated with the purchasing and/or holding the Tokens. The Purchaser and/or Holder also has the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring the Tokens, is aware of the risks inherent in acquiring and the method by which the assets of the Company are held and/or traded and can bear the risk of loss of its entire Token acquisition. The Purchaser is qualified and authorized to make such an acquisition decision and, to the extent deemed necessary, has consulted its own advisors and legal counsel regarding the acquisition of the Tokens.

The Purchaser acknowledges and agrees that, in making the decision to acquire the Tokens, the Purchaser has not relied on any advice or recommendation from the Company nor any placement agent associated with the Company, or its Associated Parties, affiliates, directors, shareholders, advisors or employees. To the extent that the Purchaser is acting on behalf of an entity, the Purchaser acknowledges and agrees that they have the full power and authority under such entity’s governing instruments to do so, and that such entity has the full power and authority under its governing instruments to acquire the Tokens.

Acknowledgment and Assumption of Risks

Development failure or abortion:

Acquiring and storing the Tokens involves various risks, in particular the risk that the Platform Operator may not be able to launch some operations and continue developing its platform or community. Therefore, and prior to acquiring the Tokens, the Purchaser should carefully consider the risks, costs, and benefits of acquiring the Tokens, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity or any other risks as indicated in the T&Cs herein should not acquire the Tokens through intermediaries or otherwise.

Legal Risks:

There is a risk that in some jurisdictions the Tokens might be considered as a security, now or in the future. The Company does not give warranties nor guarantees that the Tokens are not a security in any and all jurisdictions. Each Purchaser, Holder and/or user of the Tokens shall bear their own legal or financial consequences of the Tokens being considered a security in their respective jurisdiction. The legal ability of the Company to provide the Tokens in some jurisdictions may be completely eliminated by future regulation or legal actions. In the event it results with a high degree of certainty that the Tokens are not legal in a given jurisdiction, the Company may resolve at its sole discretion to either (a) cease operations in that jurisdiction; or (b) adjust the Tokens in a way as to comply with such regulations, should that be possible and viable. It is Your obligation to check if the acquisition, holding and/or use of the Tokens is legal in Your jurisdiction. By accepting these T&Cs You expressly agree and warrant that You will not purchase, hold and/or use the Tokens should such purchase, holding and/or use not be legal in Your applicable jurisdiction.

Risk of blockchain malfunction:

It is not guaranteed that the source code used by the Company will be flaw-free. It may contain certain flaws, errors, defects, and bugs, which may disable some functionality for users, expose users’ information or otherwise negatively affect the Purchaser and/or Holder. Such flaws could compromise the usability and/or security of the Company and consequently adversely impact its value.

Risk of Source Code update:

The source code could be updated, amended, altered or modified from time to time by the developers and/or by the community. Nobody is able to foresee or guarantee the precise result of such update, amendment, alteration or modification. As a result, any update, amendment, alteration or modification could lead to an unexpected or unintended outcome that adversely affects the Tokens and/or the Company operations or market value.

Risks of Internet transmission:

You acknowledge that there are certain risks associated with utilizing Internet-based digital assets, products and websites including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using its services, website, platforms or Tokens howsoever caused.

Cryptography risks:

You acknowledge that there are risks associated with cryptography, such as code cracking or technical advances such as the development of quantum computers, could present risks to all crypto-based products, including the Tokens. This could result in the theft, loss, disappearance, destruction or devaluation of the Tokens. To a reasonable extent, the Company will be prepared to take proactive or remedial steps to update its protocol in response to any advances in cryptography and to incorporate additional reasonable security measures where appropriate. Notwithstanding the previous, it is impossible to predict the future of cryptography or the future of security innovations to an extent that would permit the Company to accurately guide its development to take into account such unforeseeable changes in the domains of cryptography or security.

Forking:

The blockchain upon which the Tokens are issued is an open-source project supported by the community. The developers of the Company do not lead the development, marketing, operation, or otherwise of such blockchain. Anybody may develop a patch or upgrade the source code without prior authorization of anyone else. The acceptance of patches or upgrades by a significant, but not overwhelming, percentage of the users could result in a “fork” in such blockchain, and, consequently, the operation of two separate networks will remain separate until the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact the operation and the market value of the Tokens and ultimately ruin the sustainability of the Company. While such a fork in the blockchain could possibly be resolved by community-led efforts to merge the forked blockchains, the success is not guaranteed and could take a long period of time to achieve.

Risk of unfavorable regulatory action:

Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The Tokens may be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of the Tokens, which could impede or limit their existence, permissibility of their use and possession, as well as their value.

Risk of theft and hacking:

Hackers or other groups or organizations may attempt to interfere with Your third-party wallet, the Website, the Platform or the availability of the Tokens in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

Risk of mining attacks:

The blockchain upon which the Tokens were launched may be susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Mining attacks, as described above, may also target other blockchain networks with which the Tokens interact. Any successful attacks present a risk to the Tokens.

Risk of loss of value and uninsured losses:

The value of the Tokens may fluctuate and You may suffer a loss in value of such acquired Tokens. In addition to the loss of value risk, the Tokens are entirely uninsured and are unlike bank accounts or accounts at some other financial institutions.

The Tokens are non-refundable:

The Company is not obliged to provide Token holders with a refund related to the Tokens for any reason, and Token holders acknowledge and agree that they will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made with respect to the Tokens, including without limitation no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of the Tokens.

Taxation risks:

The tax characterization of the Tokens and the usage of the Platform is uncertain. The Company intends to treat the Tokens neither as an equity interest nor as a debt interest in the Company for tax purposes. It is possible that the Company’s intended treatment of the Tokens may be challenged so that the tax consequences to the Purchaser and the Company relating to the Tokens could differ from those described above. You must seek Your own tax advice in connection with the purchase, holding and/or usage of the Tokens, which may result in adverse tax consequences to You, including withholding taxes, income taxes and tax reporting requirements.

Risk of Dissolution of the Company, its Associated Parties or the Platform Operator:

Start-up companies such as the Company and its Associated Parties involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Company is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing and general management, among others, which frequently cannot be solved.

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of virtual and/or fiat currencies, a decrease in the utility of the Tokens due to negative adoption of the Platform, the failure of commercial relationships, or intellectual property ownership challenges, the Platform Operator may no longer be viable to operate and the Company or its Associated Party may be dissolved.

Competitors:

It is possible that alternative projects could be established that utilize the same or similar code and protocol underlying the Tokens and/or Platform and attempt to re-create similar facilities. The Platform Operator may be required to compete with these alternative networks, which could negatively impact the Tokens and/or the Platform.

Risk of insufficient information: The Company, or any other applicable seller, is neither able nor obliged, to keep You closely posted on every detail of the development of the Platform (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide You with timely and full access to all the information relating to the Platform, the Tokens or the Company that may emerge from time to time. Due to the nature of the project, You accept that such insufficiency of information disclosure is inevitable and reasonable.

Unanticipated risks: Blockchain technologies are a new and untested technology and, in addition to the risks outlined in these T&Cs, there are also unforeseeable risks that may materialize as unanticipated. You acknowledge, agree, and warrant that You have been warned of the potential risks involved in purchasing holding, and/or using the Tokens, the Website, the Platform and any other relevant technologies mentioned herein. You acknowledge and agree that there may be other additional risks involved, which are not specified herein, and that You fully accept such risks.

Indemnity

To the fullest extent permitted by applicable law, the Purchaser hereby agrees to indemnify, defend and hold harmless the Company, the Associated Parties and its or their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisors, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Indemnified Parties” and each a “Indemnified Party”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) the Purchaser’s purchase, whether through an intermediary or otherwise, holding or use of Tokens; (ii) the Purchaser’s responsibilities or obligations under these T&Cs; (iii) the Purchaser’s violation of these T&Cs; (iv) the Purchaser’s violation of any rights of any other person or entity in connection with the Tokens and/or these T&Cs; and (v) the Purchaser’s subsequent transfer of the Tokens to any individuals or entities.

The Company reserves the right to exercise sole control over the defense, at the Purchaser’s expense, of any claim subject to indemnification under this section, including without limitation choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between the Purchaser and the Company.

Any Indemnified Party or another identifiable person who is not a party to these T&Cs may enforce any rights granted to such party pursuant to these T&Cs in its own right as if it was a party to these T&Cs. Except as expressly provided in the foregoing sentence, a person who is not a party to these T&Cs shall not have any rights to enforce any term of these T&Cs. Notwithstanding anything to the contrary, the consent of or notice to any person who is not a party to these T&Cs shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release, or settlement under these T&Cs at any time. The Company may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given. The Company will protect and indemnify its agents, delegates, service providers, officers, directors, and other representatives against liability.

The Company shall hold the benefit of this indemnity on trust for each Indemnified Party not party to these T&Cs. The Company shall have the exclusive right to enforce this indemnity on behalf of each such Indemnified Party and may take any action it deems necessary or appropriate, including initiating or defending legal proceedings, to secure the benefit of this indemnity for each such Indemnified Party.

Subject to the provisions of these T&Cs and applicable law, nothing in these T&Cs shall prevent an Indemnified Party from seeking to enforce its rights under this indemnity directly against You, provided that the Company consents in writing to such enforcement.

Release

To the fullest extent permitted by applicable law, You release the Company and the other Indemnified Parties from any and all responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights You may have under any statute or law principles that would otherwise limit the coverage of this release to include only those You may know or suspect to exist in Your favor at the time of agreeing to this release.

Representations, Warranties and Eligibility

By purchasing, holding and/or using the Tokens You represent and warrant that You: (i) are at least 18 years old; (ii) have full ability and authority to enter into this agreement; (iii) have not been previously suspended or removed from using our services; (iv) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC). In the event You are using the services on behalf of a legal entity, You represent and warrant that: (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) You are duly authorized by such legal entity to act on its behalf; (iii) any beneficial owner of the legal entity, director, employee, services provider or any other individual in any way connected with the Company has not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC). By participating in the Token Sale, the Purchaser agrees to the present T&Cs, and, in particular, the Purchaser represent and warrant that the Purchaser: 1. Has read and understands these T&Cs and all other information set out in any other material in connection with the Tokens, and that You have all requisite power and authority to execute and deliver these T&Cs, to participate in the Token Sale, to purchase, hold and/or use the Tokens, and to carry out and perform Your obligations under these T&Cs according to the laws that apply in their jurisdiction of domicile; 2. Are not a citizen, national, resident (tax or otherwise), domiciliary or green card holder, nor purchasing in representation thereof, of a geographic area or country: (i) where participation in the Token Sale is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty or administrative act; or (ii) where it is likely that the sale of the Tokens would be construed as the sale of a security (howsoever named), financial services or investment product, including, without limitation, the United States of America (the “Restricted Countries”); 3. Nor any of their subsidiaries, any director or officer, or any employee, agent or affiliate, nor any person having a direct or indirect beneficial interest in them or in the Tokens being acquired by them, or any person for whom You are acting as agent or nominee in connection with the Tokens is: (i) a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force; or (ii) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings); 4. Undertake that the execution, delivery, and performance of these T&Cs will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of Your constitutional documents (if applicable); (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which You are a party, or by which You are bound, or to which any of its material assets are subject; (iii) any laws, regulations or rules applicable to You; (iv) any foreign exchange or regulatory restrictions applicable to such purchase, holding and/or usage of the Tokens; or (v) any governmental or other consents that may need to be obtained; 5. Acknowledge and agree that: (i) they are familiar with all related regulations in the specific jurisdiction in which they based and that acquiring the Tokens (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind; (ii) no regulatory authority has examined or approved of the information set out in the whitepaper or any other material in connection with the Tokens; (iii) they will not use the Tokens if such use would constitute a public offering of the Tokens in any country or jurisdiction where action for that purpose is required; (iv) the distribution or dissemination of the whitepaper, any part thereof or any copy thereof, or any use of the Tokens by them, is not prohibited or restricted by the applicable laws, regulations, or rules in their jurisdiction, and where any restrictions in relation to possession are applicable, You will observe and comply with all such restrictions at Your own expense and risk without liability to the Company; (v) they shall ensure that no obligations are imposed on the Company in any such jurisdiction as a result of any of the actions taken by You in the preceding sub-clause; and (vi) the Company will have no responsibility for and it will not obtain any consent, approval or permission required by You for, the acquisition, offer, sale or delivery by it of the Tokens under the laws and regulations in force in any jurisdiction to which You may be subject or in or from which You use the Tokens; 6. AGREE TO WAIVE ANY RIGHT THAT THEY MAY HAVE, OR OBTAIN IN THE FUTURE, TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR A CLASS-WIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED WITH THE SALE OF TOKENS; 7. Agree that they are obtaining the Tokens on an “as is” and “under development” basis and accept that the Company is providing Tokens without being able to provide any warranties in relation to the Tokens, including, but not limited to, title, merchantability or fitness for a particular purpose; and 8. Undertake that their execution and delivery of, and performance under, these T&Cs require no approval or other action from any governmental authority or person. You will and shall at Your own expense ensure compliance with all laws, regulatory requirements, and restrictions applicable to You (as the case may be); 9. Agree that the purchase and the currency (whether fiat or virtual) used in the purchase of the Tokens will be made only in their name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation; 10. Acknowledge that the currency (whether fiat or virtual) paid to Us for the purchase of the Tokens will be held by Us (or our Associated Party) after the Token Sale, and they will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the Token Sale; 11. Are not acting for the purpose of speculative investment; 12. Live in a jurisdiction that allows the Company to sell the Tokens through a public and/or private sale without requiring any local authorization; 13. Acknowledge that: (i) the Tokens do not have any intrinsic value and that they may never recover any cash, currencies or other assets which are used directly or indirectly to acquire the Tokens; (ii) there is no market-standard valuation process to determine the value of the Tokens at any given time; and (iii) the Company gives no guarantees whatsoever on the value of the Tokens which may be highly volatile and could reduce to zero; 14. Understand that their purchase of the Tokens shall be made in full compliance with any applicable tax obligations to which they may be subject in any relevant jurisdiction. You understand that You bear the sole responsibility to determine if Your purchase, holding and/or use of the Tokens, the transfer of any virtual currency to the Company, Your participation in the Platform, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Company have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of the Tokens including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of the Tokens); by purchasing, holding and/or using the Tokens, and to the extent permitted by law, You agree not to hold any Indemnified Party or otherwise third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of the Tokens or any other action or transaction related to the Company (or any Indemnified entity); 15. TAKE SOLE RESPONSIBILITY FOR ANY RESTRICTIONS AND RISKS ASSOCIATED WITH RECEIVING AND HOLDING THE TOKENS, INCLUDING WITHOUT LIMITATION THOSE DISCLOSED HEREIN. WHEN PURCHASING DIGITAL TOKENS THERE IS AN INHERENT RISK THAT YOU MAY LOSE ALL AMOUNTS PAID; 16. Are solely responsible for determining whether the acquisition of the Tokens is appropriate for them; 17. Have a good and sufficient understanding of business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these T&Cs and to appreciate the risks and implications of purchasing, holding and/or usage of the Tokens; 18. Have obtained sufficient information about the Tokens to make an informed decision to purchase, hold and/or use the Tokens; 19. Agree that the currency (including any fiat, digital currency, virtual currency, or cryptocurrency) they used to purchase the Tokens is obtained through “mining” activities or other lawful means, and is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which You are located, resident, organized or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder, and You will not use the Tokens to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, You shall fully comply with all compliance regulations and no action, suit, or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of Your affiliates with respect to the compliance regulations is pending or, to the best of Your knowledge (after due and careful inquiry), threatened; 20. Acknowledge and agree that the Company may impose eligibility criteria to access certain functionality in respect of the Tokens which may require them to incur additional time and money costs; 21. Shall not sell or transfer or agree to sell or transfer (whether pursuant to any public pool or private agreement with a subsequent purchaser or otherwise) any of the Tokens prior any applicable lock-up and/or vesting period; 22. Are acquiring the Tokens exclusively for their uses relating to the Platform; 23. To the extent permitted by law, understand that the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of the Tokens, the Platform or the Company or any other network on which the Company may ultimately build or support the Tokens; 24. Understand the risks associated with the Token Sale (including, without limitation, the risks related to the non-development of the Platform and operations) and understand the use of blockchain and its associated risks; 25. Shall not sell or transfer any of the Tokens prior to procuring the new purchaser’s or  transferee’s agreement to these T&Cs; 26. Acknowledge and undertake that they shall provide the Company with information as the Company may deem necessary or appropriate in order to maintain compliance with applicable law including (i) compliance with the representations set out herein; and (ii) to address any actual inquiries or inquiries that the Company may (at its sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction; 27. Acknowledge and agree that the Company may have to procure an amendment to the functionality of the Tokens at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including (i) any actual action taken, or potential action that the Company (in its sole discretion) expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of the Tokens and all related matters; and (ii) any additional legal or regulatory risk mitigation in respect of the functionality of the Tokens that the Company decides to undertake at any time; and 28. Shall not violate or attempt to violate the security of the Website, the Company’s products, any part of the Platform, and the Tokens, and that You will not hack into, interfere with, disrupt, disable, overburden, modify, publish, reverse engineer, participate in the transfer or sale, create derivative works, or otherwise impair the Company’s Website or products, the Platform and the Tokens.

You hereby acknowledge that the Company has entered into these T&Cs in reliance upon Your representations and warranties being true, accurate, complete and non-misleading. The Company does not, and does not purport to, make, and hereby disclaims, all representations, warranties, or undertaking to You in relation to the sale of the Tokens or otherwise. Prospective purchasers of the Tokens should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the Token Sale, the Company, and any relevant Associated Party. The Company reserves the right to implement any and all necessary measures to monitor the Purchaser’s compliance with these T&Cs.

Limitation of liability

The Purchaser acknowledges and agrees that, to the fullest extent of the law, the disclaimer of liability contained herein applies to any and all damages or injury whatsoever caused by or related to (i) the use of, or inability to use the Tokens or; (ii) the Company, together with the Indemnified Parties, under any cause of action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort, including negligence, and that the Company and the Indemnified Parties shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase Token, or arising out of any interaction with the Tokens associated smart contract implemented in relation to the Tokens. The Purchaser acknowledges that the Company is not liable for the conduct of any third parties, including other purchasers of the Tokens, and that the risk of purchasing, holding, and/or using the Tokens rests entirely with the Purchaser. To the maximum extent permissible under applicable law, under no circumstances will the Company be liable to any Purchaser for more than the amount the Purchaser has paid to the Company for the purchase of the Tokens. The liability limitations and exclusions set out herein will apply to the fullest extent permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply all or in part to the Purchaser.

Anti-Money Laundering

The Purchaser represents and warrants to the Company that: (i) they are not purchasing, holding and/or using the Tokens under any prohibition of any jurisdiction or by contravening any local or international law or regulation, including without limitation those laws and regulations of the United States (“Prohibited Person”); (ii) no person or entity that controls, is controlled by or under common control with, the Purchaser is a Prohibited Person; (iii) neither the Purchaser, nor any person having a direct or indirect beneficial interest in the Purchaser or the Tokens being acquired, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of countrywide or territory-wide Sanctions; and (iv) to the extent that the Purchaser has any beneficial owners, they have carried out thorough due diligence to establish the identities of those beneficial owners and based on that due diligence, the Purchaser reasonably believes that no beneficial owner is a Prohibited Person; they hold the evidence of those identities and status and will maintain such evidence for at least five (5) years from the date that the Purchaser ceases to hold any Tokens and they agree to make available that evidence and any additional evidence that the Company may require upon request. The Purchaser acknowledges to the Company that if any of the representations and warranties in the preceding sections cease to be true or if the Company no longer reasonably believes that it has satisfactory evidence as to their truth, despite any other agreement to the contrary, the Company may, in accordance with applicable regulations, be obligated to do one or more of the following: 1. Take certain actions relating to the Purchaser’s holding of the Tokens; 2. Report that action; and 3. Disclose the Purchaser’s identity to any relevant authorities.

If the Company is required to take any of the actions referred to herein, the Purchaser understands and agrees with the Company, that it has no claim against the Company or any of the Indemnified Parties for any damages as a result of any such actions. To the extent that the foregoing release endures for the benefit of any of the Indemnified Parties (whether existing or in the future), the Purchaser acknowledges, and by accepting this application the Company agrees, that the Company holds the benefit of release on trust for that person.

By agreeing to these T&Cs, the Purchaser consents to the disclosure by or on behalf of the Company of any information about the Purchaser to regulators and others upon request in connection with money laundering and similar matters, both in the British Virgin Islands and in other jurisdictions.

Claims

The Company, together with the Indemnified Parties, shall not be liable in any way or in any event in respect of any claim under these T&Cs if such claim was not made within the 6-month period commencing from the date that You first received any Tokens (the “Claim Period”). Any claim which has been made before the expiration of the Claim Period shall, if it has not been previously satisfied in full, settled, or withdrawn, be deemed to have been withdrawn and shall become fully barred and unenforceable on the expiry of the period of six (6) months commencing from the date on which such claim was made unless proceedings in respect thereof shall have been commenced against the Company and for this purpose proceedings shall not be deemed to have been commenced unless they shall have been issued and served upon the Company.

For the avoidance of doubt, nothing in these T&Cs shall limit Your obligation (at law or otherwise) to mitigate Your loss in respect of any claim under these T&Cs, and You shall not be entitled to recover damages in respect of any claim (as the case may be) if, and to the extent that, You have already recovered damages in respect of the same fact or subject matter.

Future Migration of the Tokens

We reserve the right to migrate the Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should We or the Platform Operator determine, in our sole discretion, that doing so is necessary or useful to the operation of the Platform. Should we decide to migrate the Tokens, we may no longer provide support for the Pre-existing Tokens relating to the Platform or any other operational matters, except with respect to the migration process. If the Tokens are migrated to another protocol, the practical utility of Pre-existing Tokens will likely diminish rapidly once Replacement Tokens are created and in use by a significant portion of the Platform’s participants. You acknowledge and agree that for You to continue to participate in the Platform or obtain utility from the Tokens You may need to convert the Tokens You receive to Replacement Tokens in the future.

Information and Personal Data

You acknowledge that You have read and understand the Company’s Privacy Policy available on the Website.

Upon the Company’s request, You will immediately provide to the Company information and documents that the Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial processes and anti-money laundering laws applicable in the British Virgin Islands. Such documents may include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent to the Company disclosing such information and documents in order to comply with applicable laws, regulations, rules, or agreements. Your failure to provide accurate and complete information required for Your receipt of the Tokens may result in delays, losses, costs, non-delivery of refunds of the Tokens, or other issues. You acknowledge that the Company may refuse to distribute the Tokens to You and/or provide access to Your account until such requested information and/or documents are provided. The Company reserves the right to request further information and documentation at any time at its sole discretion. The Company may refuse Your access or purchase should it have doubts as to the validity, authenticity, and genuineness of the documents, provided by You. You agree that the Company shall not be liable for any loss arising as a result of the delay or non-delivery of the Tokens to You or any other actions taken by the Company described in this section, and You hereby waive all claims against the Company arising from such losses. You agree to indemnify and hold harmless the Company, against any loss incurred by the Company due to any such information or documentation not being provided by You.

In addition to the information set out above, the Company collects information from running its Website, provided thereto, and processes such information. When You visit the Website, the Company collects information sent by Your computer, mobile phone, or another access device. This information may include Your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information, and standard web log information, such as Your browser type, and the pages You accessed on our website. When You use a location-enabled device with the Company’s website, we may collect geographical location data or use various means to determine the location, such as sensor data from Your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When You access the Website, the Company or its applicable third-party service providers on behalf of the Company may place small data files called cookies on Your computer or another device. The Company uses these technologies to recognize You as a user; customize the Website and advertising; measure promotional effectiveness and collect information about Your computer or another access device to mitigate risk, help prevent fraud, and promote trust and safety. Processing of personal data is any operation or set of operations that is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The Company may share Your personal data with third parties in order to complete the Token Sale, reveal or suppress fraud or fix technical bugs or eliminate security problems. The Company may disclose Your personal data to its Associated Parties or third-party service providers in so far as is necessary to complete the Token Sale and fulfill the purposes set out below. The processing of Your personal information shall otherwise be in accordance with the T&Cs of the Company’s Privacy Policies in effect. You agree that the Company will process Your personal data to market, and conduct and perform technical analysis on the completion of the Token Sale. Processing of Your personal data will also be carried out in order to: (a) fulfill the Company’s obligations under these T&Cs and under applicable law (including to comply with applicable anti-money laundering requirements); (b) complete Your registration; (c) provide technical support and; (d) to assist the Platform Operator in the development of the Platform. You acknowledge and agree that You may receive commercial electronic messages and advertising materials from the Company or third parties by order of the Company on the e-mail address and the mobile phone number that You provided to the Company throughout the use of the Website. At any time You will be entitled to withdraw Your consent to receive such materials by following the instructions provided in the materials.

Miscellaneous

Force majeure:

The Company is not liable for failure to perform caused by an unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of any blockchain technology or another similar platform, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the Party injured by the other’s inability to perform may elect to suspend these T&Cs, in whole or part, for the duration of the force majeure circumstances. The Party experiencing the force majeure circumstances shall cooperate with and assist the injured Party in all reasonable ways to minimize the impact of force majeure on the injured Party.

Entire Agreement:

These T&Cs, including the documents and material incorporated by reference, constitute the entire agreement between You and the Company, and supersede all prior or contemporaneous agreements and understandings (including without limitation any whitepaper, the Website or any other marketing material), both written and oral, between You and the Company. The Company may make changes to these T&Cs from time to time as reasonably required to comply with applicable law or regulation or as otherwise determined in its sole discretion. If the Company makes changes, it will as soon as practicable post the amended T&Cs on the Website. The amended T&Cs will be effective immediately. It is Your responsibility to regularly check the Website for any such amendments.

Severability

The Purchaser and the Company agree that if any provision of these T&Cs is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction, and without affecting the remaining provisions of these T&Cs, which shall continue to be in full force and effect.

Interpretation:

The language in these T&Cs will be interpreted as to its fair meaning, and not strictly for or against any party.

No Waiver:

The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these T&Cs or the Company’s failure to exercise any right under these T&Cs shall not be construed as a waiver of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these T&Cs shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement. Except as expressly and specifically set forth in these T&Cs, no representations, statements, consents, waivers, or other acts or omissions by the Company shall not be deemed a modification of these T&Cs nor be legally binding.

No Partnership:

Purchasing (whether through an intermediary or otherwise), holding, and/or using the Tokens does not create any form of partnership, joint venture, or any other similar relationship between You and us, nor cause the Parties to be deemed acting in concert in any respect.

Intellectual Property:

The Company (or the Associated Party, as the case may be) retains all right, title and interest in all of that entity’s intellectual property, including, without limitation, ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, information, data, patents, models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. You may not use any of the Company’s (or the relevant Associated Party’s) intellectual property for any reason whatsoever.

Multiple Purchasers:

If there is more than one person comprising a Purchaser, then all representations, warranties, acknowledgments, undertakings, and agreements by the Purchaser bind those persons jointly and each of them individually, and all benefits in favor of the Purchaser benefit those persons jointly and each of them individually.

Assignment:

You shall under no circumstances be entitled to assign or novate Your rights and obligations under these T&Cs (including without limitation the right to claim any of the Tokens purchased). The Company may assign or novate its rights and obligations under these T&Cs without Your consent, and You agree to, at Your own expense, take whatever action or execute any document which the Company may require for the purpose of effecting any such assignment or novation by the Company.

Cooperation with Legal Authorities:

The Purchaser acknowledges and agrees that the Company intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or requests are fully supported and documented by the law in the relevant jurisdictions in the Company’s judgment. The Purchaser hereby acknowledges and agrees that the Purchaser has read, understands, and is bound by such cooperation efforts made by the Company.

Language:

Currently, only English versions of any Company’s communications are considered official. The English version shall prevail in case of differences in translation.

Governing Law and Jurisdiction:

These T&Cs shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the British Virgin Islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

The parties irrevocably agree that the courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these T&Cs.

No Class Action:

Any dispute arising out of or related to these T&Cs is personal to Purchaser and the Company and will not be brought as a class action or any other type of representative proceeding. There will be no class action in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action or on behalf of any other individual or group of individuals.

Survival:

Any sections or terms, which by their nature should survive or are otherwise necessary to enforce the purpose of these T&Cs, will survive the termination of these T&Cs.

Remedies:

These T&Cs do not limit any rights that the Company may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Company, pursuant to these T&Cs or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Company.

Headings:

All headings included in these T&Cs are included for convenience only, and shall not be considered in interpreting these T&Cs.

Third Parties:

Other than as set out herein, no third party has any rights under these T&Cs.

Notices:

You agree and acknowledge that all agreements, notices, disclosures, and other communications that the Company provides to You, including these T&Cs, will be provided in electronic form. These T&Cs have been entered into for and on behalf of the Company. If You have any questions regarding these T&Cs, please contact Us through the website.

Right to Amend

We reserves the right to modify, change, add, or remove portions of these T&Cs at any time without prior notice. Changes will be effective immediately upon posting on the Website or other official channels. It is the Purchaser’s responsibility to review these T&Cs periodically for updates or changes.