Shardeum Terms and Conditions

Date last updated: March 19, 2025
Version: 1.4

These Shardeum Terms and Conditions (the “Agreement”) between “you” and the Shardeum Foundation, a Switzerland foundation, (“Shardeum,” “we,” “us” and “our”) governs your access and use of https://shardeum.org (the “Site”) and any websites, software, technologies, features, and any other online products and services (collectively, the “Services”) provided or made available by Shardeum or any of its affiliates or subsidiaries.

BY USING THE SERVICES OR ACCEPTING THIS AGREEMENT, YOU KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO:

A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT; AND
PARTICIPATE AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING AGAINST US, OUR AFFILIATES OR SUBSIDIARIES.

See Section (K) for additional information regarding disputes.

A. Acceptance of Terms

By accessing or using the Site or Services in any way, or by expressly accepting this Agreement by checkbox or otherwise, you agree that you have read, understand, and accept all terms and conditions contained in this Agreement, including our “Privacy Policy” which is available at https://shardeum.org/privacy and which is hereby incorporated by reference. This Agreement constitutes a legally binding contract between you and Shardeum. You may have to agree to additional terms and
conditions to use certain Services as provided from time to time.

We may amend or modify this Agreement or our Privacy Policy at any time by posting the revised version on the Site or Services and/or by providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted. Your continued use of the Site or Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement.

If you do not agree with this Agreement or any Revised Agreement, your sole and exclusive remedy is to
terminate your use of the Site and Services.

B. Privacy Policy & Cookies

Please refer to our Privacy Policy (at https://shardeum.org/privacy) for more details on the information
and data that Shardeum may collect, use and disclose and under what circumstances. You acknowledge and agree that your use or access to the Site or Services is subject to our Privacy Policy, which you accept
without limitation.

Like many other websites, we use cookies and other tracking technologies (such as pixels and web beacons) (collectively, “Cookies“). Cookies are small files of information that are stored by your web browser software on your computer hard drive, mobile or other devices (e.g., smartphones or tablets). To
understand how we use Cookies, please refer to Section [D] of our Privacy Policy.

Users have the right to manage Cookie settings and withdraw consent at any time. You can adjust your
Cookie settings directly on the Site by visiting the footer upon first login.

C. Limited License

We grant you a limited, nonexclusive, revocable, nontransferable license to use the Site and Services that
we or our affiliates or subsidiaries provide to access and use the Services solely for lawful purposes, subject to the terms of this Agreement, provided that you retain any applicable license or proprietary
notice (as applicable). We reserve all rights not expressly granted to you by this Agreement. We reserve
the right to terminate or limit this license or your access to the Site or Services without notice for any
reason in our sole discretion.

Subject to any other applicable license, you agree you will not copy, transmit, distribute, sell, license,
reverse engineer, modify, publish, create derivative works from, or in any other way exploit the Site or
Services, in whole or in part, without the prior written consent of Shardeum.

D. Prohibitions

Except as expressly consented to by Shardeum in writing, you will not:

Violate any applicable federal, state, local or international law or regulation (including but not limited to export control laws, anti-money laundering laws, anti-terrorism laws, and sanctions regulations);
Access or use the Site or Services if you are: (i) the subject of sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council,the U.S. Government (including but not limited to the Office of Foreign Assets Control), the European Union or its Member States, or other applicable government authority), (ii) a citizen or organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions (including but not limited to Cuba, the Democratic People’s Republic of Korea, the Crimea, Donetsk, and Luhansk regions, Russian Federation, Republic of Belarus, Iran or Syria); or (iii) you are barred from participating under any applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, decrees or other law.
Use a virtual private network (VPN) or other tool to circumvent any geo block or other restrictions that we may have implemented;
Impersonate any person or entity or misrepresent your affiliation with any person or entity;
Disrupt or initiate any attacks against the Site, Services, data or users of the Site or Services;
Disrupt or initiate any attacks or actions that violate a cloud service, data-center, node or other third-party’s rules or policies;
Violate any contract, intellectual property rights, or any other rights of a third party, including but not limited to Shardeum;
Access or use the Site or Services from a jurisdiction other than the jurisdiction of your residence; i) Post or transmit any material on or through the Site or Services that is or could be offensive, fraudulent, harmful, unlawful, deceptive, threatening, harassing, disingenuous, libelous, defamatory, obscene, scandalous, vulgar, hateful, discriminatory, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;
Introduce malware, viruses, trojan horses, worms, logic bombs, drop-dead devices, backdoors, shutdown mechanisms, DDoS attacks, or anything else that could be harm to the Site or Services, its uses or related data;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging or implementing sibyl attacks;
Engage in actions that jeopardize the security of the Site, Services, computer network, encryption or cryptography, or other security measures;
Decompile, reverse engineering, or otherwise attempting to obtain the source code or underlying information relating to the Site or Services;
Access any non-public accounts or data other than your own or those for which you have explicit
consent;
Reproduce, duplicate, or copy material from the Site or Services;
Redistribute, sell, rent, republish, or sub-license content from the Site or Services; or
Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate this Agreement.

E. Blockchain Protocol

The Site and Services may provide a means of access to a blockchain network and/or blockchain tokens. Except for tokens it holds, Shardeum does not own or control any blockchain, and cannot be held liable
for any resulting losses experienced while accessing a blockchain. YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SITE, SERVICES AND ANY BLOCKCHAIN.

To access a blockchain network, you may need to utilize use cryptocurrency wallet software, which allows you to interact with public blockchains (a “Wallet”). Your relationship with that Wallet provider is governed by the applicable terms of such third-party Wallet provider. We do not have custody, possession or control over the contents of your Wallet and have no ability to retrieve or transfer its contents. By connecting a Wallet to our Site or Services, you agree to be bound by this Agreement without limitation. You are solely responsible for the custody of the cryptographic private keys to the Wallets you own, and you should never share your Wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a Wallet. As the owner of assets in your Wallet, you shall bear all risk of loss of it and any assets it holds or controls.
Blockchain transactions may require the payment of transaction fees (“Gas Fees“). You are solely responsible to pay the Gas Fees for any transaction that you initiate.
BY ACCESSING AND USING OUR SITE OR SERVICES, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF BLOCKCHAINS AND DIGITAL ASSETS. FURTHER, YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME.
You understand that we do not own or operate cross-chain bridges and we do not make any representation or warranty about the safety or soundness of any cross-chain bridge. If you choose to stake any digital assets via a third-party, then such staking is subject to the third party’s applicable terms and conditions. We do not provide any advice or make any recommendations about engaging in staking or choosing a third-party. Your choice to participate in staking and which method to do so are entirely your own. We are not responsible in any way for any failure by any blockchain network to transfer rewards (including any risks of ‘slashing’) or for the loss, destruction, or transfer of rewards. We do not guarantee that you will receive staking rewards or any staking reward rates. Successful transfer of the rewards is not under Shardeum’s control. Reward rates are determined by the blockchain and may fluctuate.
The Site or Services may enable deploying or interacting with smart contracts and decentralized applications (“dApps”). However, interactions with smart contracts and dApps are subject to the inherent risks of blockchain technology, including potential security vulnerabilities, bugs, and failures. While we will endeavor to maintain functionality, we do not control or guarantee the security, functionality, or reliability of any third-party smart contracts or dApps. You acknowledge that any use of smart contracts or dApps is solely at your own risk.
You can find more information by visiting the Shardeum Whitepaper, located at https://shardeum.org/Shardeum_Whitepaper.pdf, which may be amended from time to time, and which is hereby incorporated by reference into this Agreement and subject to all terms and conditions herein.

F. Intellectual Property

Unless otherwise explicitly stated, the Site and Services, including their entire content, features and functionality, including but not limited to all information, software, text, logos, icons, displays, images, video and audio, and the design, selection and arrangement thereof, (collectively, “Shardeum’s Intellectual Property”) are owned by Shardeum, its licensors or other providers, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
Any unauthorized use of the content may violate copyright, trademark, and other laws, and may result in legal action.
The Site or Services may offer an opportunity for users to post and exchange data, feedback, opinions and information (“User Content”). Shardeum does not filter, edit, publish or review User Content prior to publication. User Content does not reflect the views and opinions of Shardeum, its agents, affiliates or subsidiaries. To the extent permitted by applicable law, Shardeum shall not be liable for the User Content or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of User Content. Shardeum reserves the right to monitor all User Content and to remove any User Content which causes breach of this Agreement.
You warrant and represent that:
- a. You have rights to any User Content you submit to the Site or Services, and you have all necessary licenses and consents to do so
- Your User Content does not infringe any intellectual property right of Shardeum or a third party, including without limitation any copyright, patent, trademark or trade secret
- Your User Content does not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material, and is not an invasion of privacy;
- Your User Content will not be used to solicit or promote unlawful activity; and
You hereby grant Shardeum a non-exclusive, perpetual, irrevocable license to use, reproduce, edit and authorize others to use, reproduce and edit any of your User Content that you provide in any and all forms, formats or media.
The following organizations may hyperlink link to our Site without prior written approval:
- Government agencies;
- Search engines;
- News organizations; and
- Online directory distributors may link to our Site in the same manner as the hyperlink to the websites of other listed businesses.
We may consider other written link requests and may from time to time approve link requests in writing at our sole discretion. You must inform us by sending an email to [email protected]. Please include your name, your organization name, contact information as well as the URL of your site, and a list of the URLs on our Site to which you would like to link.
Any link to our Site must not be deceptive in any way or falsely imply sponsorship, endorsement or approval of Shardeum or another unauthorized party.
We reserve the right to withdraw linking permission without notice.
No use of Shardeum’s logo or other artwork will be allowed for linking absent a written and signed trademark license agreement.
Without prior approval and written permission, you may not create frames or iFrames around our Site or Services that alter in any way the visual presentation or appearance of our Site or Services.
We shall not be held responsible for any content that appears on your website. You agree to protect and defend us against all claims arising from your website related to a link involving our Site or Services. No hyperlinks should appear on any website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights or applicable law, or that otherwise is in violation of this Agreement.
We reserve the right to request that you remove all links or any particular link. You agree to immediately remove all links upon request. We also reserve the right to amend these terms and linking policies at any time. By linking to our Site or Services, you agree to be bound to this Agreement in full without limitation.
We comply with the Digital Millennium Copyright Act (“DMCA“), and we will respond to a properly submitted notification of claimed copyright infringement in accordance with our DMCA procedures. If you or any user of our Site or Services believes its copyright rights have been infringed, the copyright’s owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
- A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
- Identification of the copyrights(s) claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
- Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.
Pursuant to the DMCA, Shardeum’s Designated Agent” for notice of claims of copyright infringement can be contacted at [email protected]
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site or Services without liability to you or any other party and that the claims of the Complaining Party may be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying Shardeum and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property rights are being infringed should be sent to [email protected].

G. Third-Party Providers

The Site and Services may include integrations, links or other access to third party services, websites,
technologies, content and resources (each a “Third-Party Service”). Your access and use of any Third-
Party Service may be subject to additional terms and conditions, privacy policies or other agreements with
such third party. We have no control over, we do not endorse, and we and are not responsible for Third-
Party Services, including for the accuracy, availability, reliability, or completeness of information or
services shared or made available through Third-Party Services. We encourage you to review the privacy
policies and terms of use of Third-Party Services prior to using such services. If you decide to access or
use any Third-Party Services, you do so entirely at your own risk and subject to their terms and
conditions. Any use or access to the Site or Services through a Third-Party Service is subject to this
Agreement.

Shardeum will not be responsible for any costs, expenses or losses associated with your use of any Third-
Party Service. Any integration of a Third-Party Service does not imply an endorsement, recommendation
or guarantee. Any dealings you have with third parties is strictly between you and that third party. We
will not be responsible or liable, directly or indirectly, or any damage or loss caused by or in connection
with use or reliance on any Third-Party Service.

H. No Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF EACH OF OUR SITE AND SERVICES IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION OR DATA WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE SITE OR SERVICES WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES.

ALTHOUGH WE MAY CONTRIBUTE SOFTWARE CODE, WE DO NOT OWN OR CONTROL ANY BLOCKCHAIN, WHICH IS RUN AUTONOMOUSLY BY SMART CONTRACTS. UPGRADES, MAINTENANCE AND MODIFICATIONS TO BLOCKCHAINS ARE GENERALLY MANAGED BY ITS COMMUNITY. NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE SITE OR SERVICES WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES WHATSOEVER ASSOCIATED WITH YOUR USE, INABILITY TO USE, OR YOUR INTERACTION WITH OTHER USERS OF, ANY BLOCKCHAIN, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, CRYPTOCURRENCIES, TOKENS, OR ANYTHING ELSE OF VALUE. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, PRODUCTS OR SERVICES FROM THIRD PARTIES. ANY PAYMENTS OR FINANCIAL TRANSACTIONS THAT YOU ENGAGE IN WILL MAY PROCESSED VIA AUTOMATED SMART CONTRACTS. ONCE EXECUTED, WE HAVE NO CONTROL OVER THESE PAYMENTS OR TRANSACTIONS, NOR DO WE HAVE THE ABILITY TO REVERSE ANY PAYMENTS OR TRANSACTIONS.

THIS AGREEMENT IS NOT INTENDED TO, AND DOES NOT, CREATE OR IMPOSE ANY FIDUCIARY DUTIES ON US. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT WE OWE NO FIDUCIARY DUTIES OR LIABILITIES TO YOU OR ANY OTHER PARTY, AND TO THE EXTENT ANY SUCH DUTIES OR LIABILITIES MAY EXIST AT LAW OR IN EQUITY, THOSE DUTIES AND LIABILITIES ARE HEREBY
IRREVOCABLY DISCLAIMED, WAIVED, AND ELIMINATED. YOU FURTHER AGREE THAT THE ONLY DUTIES AND OBLIGATIONS THAT WE OWE YOU ARE THOSE SET OUT EXPRESSLY IN THIS AGREEMENT.

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS SET FORTH ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHARDEUM AND YOU.

THIS SECTION H WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

I. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL SHARDEUM OR ANY OF OUR AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, INTANGIBLE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL OR REPUTATION, USE, DATA LOSS OR CORRUPTION, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR SERVICES, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF ANY OF THE SITE, SERVICES OR THIS
AGREEMENT, EVEN IF SHARDEUM OR ITS REPRESENTATIVE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE SITE OR SERVICES; (C) UNAUTHORIZED

ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE SITE OR SERVICES; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIRD-PARTY SERVICES, SOFTWARE, PRODUCTS, SERVICES, DATA, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH OUR SITE, SERVICES OR ANY BLOCKCHAIN.

IN NO EVENT SHALL THE TOTAL LIABILITY OF SHARDEUM, ITS AFFILIATES SUBSIARIDIES AGENTS AND LICENSORS FOR ANY DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHARDEUM AND YOU.

THIS SECTION I WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

J. Indemnification & Release of Shardeum

You agree to release and hold harmless, defend, and indemnify Shardeum, our affiliates, subsidiaries and
those parties’ respective officers, directors, employees, contractors, agents, service providers, licensors,
and representatives, including any successors and assigns, (collectively, the ” Shardeum Parties“) from
and against all claims, damages, obligations, losses, liabilities, costs, and expenses of every kind and
nature (including reasonable attorney’s fees) arising from or relating to: (a) your access and use of the Site
or Services; (b) your violation of any term or condition of this Agreement, the right of any third party, or
any other applicable law, rule, or regulation; (c) any other party’s access and use of the Site or Services
with your assistance or using any device or account that you own or control; and (d) any dispute between
you and (i) Shardeum or any other user of any of the Site or Services, or (ii) any of your own customers
or users. We will provide notice to you of any such claim, suit, or proceeding. We reserve the right to
assume the exclusive defense and control of any matter which is subject to indemnification under this
section, and you agree to cooperate with any reasonable requests assisting our defense of such matter.
You may not settle or compromise any claim against any Shardeum Party without our written consent.
You expressly agree that you assume all risks in connection with your access and use of the Site or
Services. You further expressly waive and release us from any and all liability, claims, causes of action,
or damages arising from or in any way relating to your use of the Site or Services. If you are a California
resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a]
general release does not extend to claims that the creditor or releasing party does not know or suspect to

exist in his or her favor at the time of executing the release and that, if known by him or her, would have
materially affected his or her settlement with the debtor or released party.”

K. Dispute Resolution, Arbitration, Class-Action and Jury Trial Waivers

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If
a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an
informal resolution within sixty (60) days of your email, then you and we both agree to resolve the
potential dispute according to the process set forth below.

Any dispute, controversy, or claim arising out of or in connection with the Site, Services or this
Agreement, including any question regarding its existence, validity, termination, breach, interpretation,
performance or arbitrability (a “Dispute“), shall be referred to and finally resolved by arbitration in
accordance with the Arbitration Rules of the Dubai International Arbitration Centre (DIAC) (the
“Rules“), which Rules are deemed to be incorporated by reference hereto. The seat (legal place) of
arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The
arbitral tribunal shall consist of three (3) arbitrators. Each party shall nominate one arbitrator, and the two
arbitrators so appointed shall appoint a third arbitrator who shall act as the presiding arbitrator. If either
party fails to nominate an arbitrator within thirty (30) days of receiving notice of the nomination of an
arbitrator by the other party, or if the two arbitrators fail to agree on the presiding arbitrator within thirty
(30) days of their appointment, such arbitrator(s) shall be appointed by the DIAC. The arbitral tribunal
shall have the power to grant any legal or equitable remedy or relief available under law, including
injunctive relief (whether interim or final), specific performance, and any other relief that would be
available in any legal proceeding. The arbitral award shall be final and binding upon the parties and shall
be enforceable in any court of competent jurisdiction. The parties hereby waive irrevocably their right to
any form of appeal, review, or recourse to any court or other judicial authority, to the extent that such
waiver may be validly made. This arbitration agreement shall be governed by and construed in
accordance with the laws of the United Arab Emirates. The parties agree to keep confidential all matters
relating to the arbitration, including all documents exchanged or produced during the proceedings, as well as the arbitration proceedings themselves and the arbitral award, except as may be required by applicable law or for the purpose of enforcement of the arbitral award. Nothing in this arbitration provision shall prevent either party from seeking interim or conservatory measures from any court of competent jurisdiction before the constitution of the arbitral tribunal. The parties agree that any arbitration proceedings commenced pursuant to this arbitration provision shall be consolidated with any other arbitration proceedings commenced under this Agreement if the disputes in the proceedings arise from the same or substantially the same transactions, relationships, or events. Each party shall be responsible for its own costs and expenses arising from the arbitration, except as may otherwise be determined by the Arbitrator.

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or
member of any purported class action, collective action, private attorney general action, or mass action or
other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. Without limiting the foregoing, this Section does not prevent
you or Shardeum from participating in a class-wide settlement of claims.

L. Additional Terms and Conditions

1. Compliance

One or more of the Site or Services may not be available or appropriate for use in your jurisdiction or by you. By accessing or using the Site or Services, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Shardeum does not provide legal, investment or tax advice.

2. Taxes

Your use of our Site or Services may result in various tax consequences in certain jurisdictions, including but not limited to income or capital gains tax, value-added tax, goods and services tax, or sales tax. It is your responsibility to determine whether taxes apply to you, and if so to report and/or remit the correct tax to the appropriate tax authority.

3. Assignment

You may not assign or transfer this Agreement, or any rights or licenses granted hereunder, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. If we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected as part of such merger, acquisition, sale, or other change of control.

4. No Waiver

Shardeum’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Shardeum. Except as expressly set forth in this Agreement, the exercise by Shardeum of any of its remedies under this Agreement will be without prejudice to its other remedies herein.

5. Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

6. Eligibility

To access or use our Site or Services, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may represent or act on behalf of. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity to this Agreement. There are certain features which may or may not be available to you depending on your location and other criteria.

7. Relationship

Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and Shardeum or any of its affiliates or subsidiaries.

8. Electronic Signature

Your use of electronic signatures, by way of clicking a checkbox or otherwise, to sign or accept this Agreement legally binds you in the same manner as if you had manually signed such documents. If you sign electronically, by checkbox or otherwise, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of this Agreement in any Dispute or proceeding arising out of this Agreement. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing.

9. Electronic Notices

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications“) that we provide in connection with your use of the Site or Services, including but not limited to (a) this Agreement and our Privacy Policy; (b) legal, regulatory, and tax disclosures or statements we may be required to make available to you; (c) responses to claims or customer support inquiries; and (d) any other applicable Communication. We may provide these Communications to you by posting them on the Site or Services, emailing them to you, communicating to you via the Site or Services, and/or through other electronic communication means. To access and retain electronic Communications, you will need a computer with an internet connection that has a current web
browser with cookies enabled and sufficient storage space, 128-bit encryption, and a current and valid email address. For certain Communications you may also need software to view PDF files. You agree that you are solely responsible for maintaining such equipment and services required for online access. You may withdraw your consent to receive Communications electronically by contacting us at [email protected]. It is your responsibility to provide us with true, accurate and complete contact information, and to keep such information up to date. You understand and agree that if we send you an electronic Communication but you do not receive it because your information is incorrect, out of date, blocked by a service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. For us to send paper copies to you, you must have a current street address on file with us. Any request for a paper copy of a Communication is limited to that individual piece of Communication and won’t affect your consent to receive any other Communications electronically. We may charge you fees for any paper copies of Communications.

10. Airdrop(s)

By participating in Shardeum’s airdrop programs/campaigns, you/participants/users accept the Shardeum Terms and Conditions (https://shardeum.org/terms-conditions/) and Shardeum Privacy Policy (https://shardeum.org/privacy/) in full without limitation, and if you do not agree to all such terms, you should not proceed with participation (that includes, but not limited to, participation, registration, and claiming our airdrops/SHM tokens). Participation in this airdrop is void where prohibited by law. Shardeum Foundation makes no representations regarding the legality of our airdrop campaigns in any specific jurisdiction. Shardeum reserves the right to require identity verification, conduct compliance checks, and reject participants at its sole discretion, including, but not limited to, cases of suspected fraud, money laundering, or regulatory violations.

You are responsible for making your own decision regarding participation in Shardeum airdrops and the registration and claiming of SHM token(s). Any participation in our airdrop programs is solely at the participant’s own risk and it is the participant’s sole responsibility to seek appropriate professional, legal, tax, and other advice in respect of the airdrops prior to participating in the airdrops and prior to registering and claiming any SHM token(s). By participating in our airdrops, the participant expressly acknowledges and assumes all risks related thereto, including (without limitation) the risks set out here.In no event shall the Shardeum Foundation or any director, executive, employee, representative, advisor, or agent thereof 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 our airdrops, to the maximum extent permitted by law. Shardeum Foundation does not take any responsibility for the participation by any participant in our airdrops. Shardeum Foundation does not provide any recommendation or advice in respect of our airdrops or the SHM token(s).

Shardeum Foundation reserves the right to modify or terminate our airdrop programs, including any related tokens or terms, in its sole discretion without notice. We may change or modify the amounts of tokens and/or discontinue, terminate, or temporarily or permanently stop all or any part of our airdrop campaigns and related tokens at any time without notice, and we may elect not to provide any tokens to any or all recipients. Shardeum Foundation reserves the right, at our sole discretion, to restrict any person(s) from receipt of tokens to the extent such airdrops would be unlawful, if the recipient has violated any applicable terms, or if the recipient has acted unethically or in a disruptive manner, or for any other reason (or for no reason), in the sole discretion of the Shardeum Foundation.

Recipients of tokens are solely responsible for all taxes associated with our airdrops to the maximum extent permitted by law. The Shardeum Foundation shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in any way related to our airdrops, including but not limited to lost profits, lost data, or loss of token value. The Shardeum Foundation makes no representations or warranties regarding the value, utility, or availability of any airdropped tokens. The tokens may not have any inherent value, and may not be redeemable for any goods, services, or other assets.

All information on this website is strictly for informational and educational purposes, and shall not constitute advice of any kind, including but not limited to financial, legal, investment, tax, or any other sort of advice. All information on this website especially related to our current and future airdrop programs, and the potential opportunity to receive tokens shall not be construed as an offer or a solicitation to buy or sell any securities, assets, or to make any financial decisions. Purchases or claims of tokens may not be suitable for everyone, and you may incur substantial loss as a result of purchasing tokens or engaging with our airdrop programs. All information on this website, including our airdrop programs and the related tokens, has not been reviewed or approved by any governmental authority, including but not limited to the United States and the European Union. The tokens distributed through our airdrops (if any) are intended solely for use within the Shardeum ecosystem and do not represent or constitute securities. These tokens do not represent ownership, equity, profit-sharing rights, dividends, voting rights, or any other form of financial or other interest in Shardeum Foundation or any of its affiliated entities or subsidiaries. These tokens have not been registered under the securities laws of any state or country, nor have they been approved or disapproved by the government or regulators of any country. Our airdrop programs and the related tokens are not being offered as an investment opportunity, and no representations or promises of future value or performance of the tokens are being made. This crypto-asset marketing communication has not been reviewed or approved by any competent authority including but not limited to, in any Member State of the European Union or the United States.

You represent and warrant that, by participating in this airdrop, you do not appear on any sanctions lists maintained by the U.S. Office of Foreign Assets Control (OFAC) (including its SDN list), the European Union or its members, Switzerland, or any other applicable jurisdiction, and you are not otherwise subject to any sanctions, laws, regulations, or contractual obligations prohibiting your participation, and you are not a resident, citizen, domiciled in, established in, or otherwise operating from any of the Restricted Countries listed below.

Shardeum airdrops are not available to individuals or entities that are citizens or residents of, domiciled or established in, organized under the laws of, located in, or operating from the following jurisdictions: the United States of America, Iran, North Korea, Syria, Cuba, Russia, Venezuela, Afghanistan, Bosnia, Burundi, Libya, Central African Republic, Zimbabwe, China, Belarus, Crimea, the so-called ‘Donetsk People’s Republic’ region of Ukraine, and the so-called ‘Luhansk People’s Republic’ region of Ukraine (the “Restricted Countries”). Any participation from or within these Restricted Countries is expressly prohibited.

11. Shardeum Token Sale

Shardeum token sale agreement (“Agreement“) contains the terms and conditions that govern the purchase and sale of Tokens, as defined below.

Purchase and Sale of Tokens
On the terms and subject to the conditions set forth herein, Buyer purchases from Seller, and Seller sells to Buyer a number of Tokens specified for a certain price specified in Exhibit 1
The Purchase Price shall become due and payable within 10 days after the signing of this Agreement.
The Buyer shall transfer the Purchase Price to the bank account or blockchain address of the Seller or a service provider in accordance with the instructions to be provided by the Seller.
If the Buyer fails to transfer the Purchase Price within the 10-day period, the Seller is free to cancel this Agreement with immediate effect.
After having received the Purchase Price, the Seller shall transfer the Tokens on or after 15 April 2025, at a time to be unilaterally determined and notified by the Seller (“Token Transfer Event”), to a blockchain address of the Buyer or a service provider in accordance with the instructions to be provided by the Buyer. The Buyer acknowledges and accepts that the Seller may, at its sole discretion, amend the Token Transfer Event if it is necessary due to regulatory or technical reasons.
The Seller shall not be held liable for delays in transfer caused by unforeseen technical, regulatory, or force majeure events. In such cases, the Seller shall notify the Buyer and provide a revised transfer schedule.
The Buyer understands and accepts that indicating a false address or an address that does not technically support the Tokens may result in the Buyer failing to gain access to the To-kens. The Buyer further understands that it remains in its sole responsibility to safeguard the private key file related to said address and that in case the Buyer loses access to the address (or wallet), the Tokens would be unrecoverable and permanently lost.
The Purchase Price must be transferred from a bank account in the name of the Buyer and from a blockchain address controlled by the Buyer, respectively. The Tokens are only transferred to blockchain addresses under the control of the Buyer or its custody provider. In each case the Buyer must be the sole beneficial owner.
Seller may verify the Buyer’s beneficial ownership of and control over the blockchain address applying any method determined at the discretion of Seller. Seller is entitled to reject Instructions due to compliance and/or security considerations at its sole discretion. Seller will promptly inform the Buyer of the reasons for its decision, unless Seller is unauthorized to do so by any applicable regulation.
All taxes (including VAT, if any), charges, levies, assessments and other fees of any kind imposed on the receipt or import of Tokens by the Buyer shall be the responsibility of, and for the account of, the Buyer.
The Buyer understands and accepts the risks connected to Tokens. In particular, but not exhaustively, the Buyer understands the inherent risks listed hereinafter. BY ENTERING INTO THIS AGREEMENT, BUYER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.
The Buyer understands and accepts that the underlying protocol, smart contracts and other software applications related to the Tokens (“Protocol”), other involved software and technology as well as technical concepts and theories are still unproven, which is why there is no warranty that the process for receiving, use and ownership of the Tokens will be uninterrupted or error-free and there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Tokens with respect to their functionality.
The Buyer particularly understands and accepts that the Protocol is, after its deployment, fully decentralized and immutable and that, as a consequence, it may be difficult or impossible to cure software weaknesses.
The Buyer understands and accepts that the blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations or introduce new regulations addressing blockchain technology-based applications, in a way which may be contrary to the current setup, and which may, inter alia, result in substantial modifications of the Protocol, including the termination of the project related to the Protocol and the loss of the Tokens or their functionality for the Buyer.
The Buyer understands and accepts that even if Tokens do not create or confer any contractual or other obligations against any party (including the Seller, the Seller’s respective past, present, and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (“Seller Parties“), certain regulators may nevertheless qualify To-kens as securities or other financial instruments under their applicable law. It remains in the Buyer’s responsibility to comply with any laws and regulations applicable to the Buyer when holding or transferring the Tokens.
The Buyer understands and accepts that no securities or other regulatory authority has expressed an opinion about the status of Tokens and it is a criminal offense under the laws of some jurisdictions to claim otherwise. Furthermore, the Buyer will not be afforded the protections provided to certain investors under any applicable laws.
The Buyer understands and accepts that if the Tokens are deemed to be securities, in one or more jurisdictions, or this Agreement or the issuance of the Tokens constitutes a non-exempt forward contract, or the Seller or the Seller Parties are required to register with a regulatory agency, the Tokens and the Seller could be subject to significant additional regulation, including restrictions on transferability and resale or operational activity. This could lead to significant changes with respect to Tokens, how Tokens are structured, how they are purchased and sold, and other issues, and would greatly increase the Seller’s costs in creating and facilitating transactions in Tokens. Such regulation could lead to the Tokens losing functionality and/or depreciating partially or fully in value, subject the Seller and the Seller Parties to potential penalties, including federal civil and criminal penalties, or make the Tokens illegal or impossible to use, buy, or sell in the United States and other jurisdictions. Further, a regulator could take action against the Seller or the Seller Parties if it views Tokens as an unregistered offering of securities or the Seller’s operations otherwise as a violation of existing law. Any of these outcomes would negatively affect the value and functionality of the Tokens and/or could cause the Seller to cease operations.
The Buyer acknowledges that the Seller assumes no liability for regulatory changes occurring after the execution of this Agreement.
The Buyer understands and accepts that the further development of the Protocol may be abandoned for a number of reasons including, but not limited to, lack of interest from the public, lack of funding, incapacitation of key developers and project members, force majeure (including pandemics) or lack of commercial success or prospects. The Buyer therefore understands that there are no assurances, that the Buyer will receive any benefits through the Tokens held by it.
The Buyer understands and accepts that the feasibility of the Protocol as a whole depends strongly on the collaboration of front-end providers and other crucial partners. The Buyer therefore understands that there is no assurance that the Protocol as a whole will be successful.
The Buyer understands and accepts that the Protocol may give rise to other, alternative projects, promoted by unaffiliated third parties, under which Tokens will have no intrinsic value.
Tokens allocated to a particular address can only be accessed with the private key that corresponds to that address. The Buyer understands and accepts that if its private key file or wallet password were lost or stolen, the Tokens associated with the Buyer’s address would be unrecoverable and would be permanently lost. The Seller has no control over the Tokens; therefore, the Buyer shall have no recourse to seek any refunds, recovery or re-placements from the Seller in the event that the Tokens are lost or stolen.
The Buyer understands and accepts that, while best efforts are made to reduce potential software attacks on the Protocol, other involved software, other technology components and/or platforms may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Tokens.
The Buyer understands and accepts that, as with other blockchain based tokens, the blockchain used for the Protocol could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behavior in the consensus algorithm. Any successful attack presents a risk to the Protocol, the expected proper execution and sequencing of Token trans-actions and the expected proper execution and sequencing of contract computations.
The Buyer shall cooperate with the Seller and provide to the Seller, upon request, with proof of identity, information about all direct and indirect beneficial owners (in case of a le-gal entity), source of funds and other documentation or other information that the Seller may require from time to time in connection with the Seller’s obligations under, and compliance with, applicable laws and regulations, including but not limited to anti-money laundering legislation and regulations. Such cooperation includes the willingness to be subject to a video and online identification procedure according to the Circular 2016/7 Video and online identification of the Swiss Financial Market Supervisory Authority (“Know Your Customer“).
To the fullest extent permitted by applicable law (i) the Tokens are sold on an “as is” and “as available” basis without warranties of any kind, and the Seller expressly disclaims all implied warranties as to the Tokens and/or the Protocol, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (ii) the Seller does not warrant that the Tokens are reliable, current or error-free, meet the Buyer’s requirements, or that defects in the Tokens and/or the Protocol will be corrected; and (iii) the Seller cannot and does not warrant that the Tokens, the Protocol, or the delivery mechanism for Tokens are free of viruses or other harmful components.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimers of implied terms in contracts with consumers, so some or all the exclusions of warranties and dis-claimers in this Section may not apply to the Buyer. In such a case, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Agreement will remain valid and enforceable.
To the fullest extent permitted by applicable law, the Buyer releases the Seller and the Seller Parties from responsibility, liability, claims, demands and damages (actual and con-sequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to (i) the non-distribution of Tokens to the Buyer as set out in this Agreement; (ii) disputes between the Buyer and any other Token-holder (including any prospective Token-holder) or third party; or (iii) any regulatory enforcement actions, which were initiated by the Buyer’s misconduct.
When the blockchain address designated by the Buyer is holding the Tokens, the Seller under this Agreement shall be deemed to have been fully and finally discharged, and there-from and thereafter Seller shall have no further obligations under this Agreement.
To the fullest extent permitted by applicable law, the Buyer will indemnify, defend and hold harmless the Seller and the Seller Parties from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) the Buyer’s purchase or use of Tokens in violation of this Agreement or interaction with the Protocol; (ii) the Buyer’s breach or violation of this Agreement; (iii) any inaccuracy in any warranty of the Buyer; (iv) the Buyer’s violation of any rights of any other person or entity; (v) any dispute between the Buyer and any other Token holder (including prospective Token holders) or third party; or (vi) any regulatory enforcement actions, which were initiated by the Buyer’s actions or omissions.
The Seller reserves the right to exercise sole control over the defense, at the Buyer’s expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between the Buyer and the Seller.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT WILL THE SELLER OR ANY OF THE SELLER PARTIES BE LIABLE FOR ANY DIRECT, INDI-RECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, ENHANCED OR EXEM-PLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RE-LATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
To the fullest extent permitted by any applicable law, in no event will the aggregate liability of the Seller exceed the amount of the Purchase Price.
The Buyer agrees not to hold Seller liable for any tax liability associated with or arising from the transfer of the Purchase Price to the Seller, the transfer, use or ownership of Tokens or any other action or transaction related to the Protocol.
If not permitted in the relevant jurisdiction, the limitations set forth in this Section will not limit or exclude liability for gross negligence, fraud or willful misconduct of the Seller. 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 to the Buyer.
The Buyer represents and warrants to the Seller the following, and acknowledges that the Seller is relying on these representations and warranties:
The Buyer is duly organized, validly existing and in good standing under the laws of its domicile.
The Buyer has all requisite power and authority to execute, issue and deliver this Agreement, and to carry out and perform its obligations under this Agreement and any related agreements. This Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
The Buyer is not listed, or associated with any person or entity listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, and neither the Buyer nor any of its affiliates, officers or directors is a resident of a country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on money laundering.
The Buyer confirms not to be resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes.
The Buyer is not domiciled in or organized under the laws of any country, whose legislation conflicts with the present transfer of the Tokens and/or the purpose of the Seller in general.
The Buyer understands and agrees that it is not entitled to sell, donate, pledge or transfer in any other way the Tokens to persons as defined in lit. c) – e) above.
Any funds used for the transfer of the Purchase Price are: (a) good, clean, clear and are of non-criminal origin; (b) completely free and clear of any liens or encumbrances of any kind of any rights of third-party interests; and (c) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally.
The Buyer understands that no public market may exist for the Tokens, and that the Seller makes no assurances that a public market will ever exist for the Tokens.
The Buyer has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and risks of entering into this Agreement respectively of such investment and being transferred the Tokens, is able to incur a complete loss of such investment without impairing the Buyer’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time.
The Buyer has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like BTC and ETH, and blockchain-based software systems.
The Buyer understands that the Token Sale does not involve the purchase of shares, securities exchangeable into shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction.
The Buyer has been advised that the Tokens to be transferred to the Buyer hereunder may, in certain jurisdictions, be considered a security, and that the Tokens to be transferred hereunder may not be resold except in compliance with applicable securities laws. Consequently, Buyer understands that Buyer must bear the economic risks of its purchase under this Agreement or receipt of Tokens for an indefinite period of time.
All information provided by the Buyer within any registration process linked to this purchase is true and accurate and the Buyer does not act on behalf of any third party.
The Buyer is legally permitted to receive and hold and make use of Tokens in its jurisdiction and is not obtaining or using Tokens for any illegal purposes.
The Buyer is purchasing the Tokens to make use of their functionality. In particular, the Buyer is not purchasing the Tokens for the purpose of speculative investment.
The Buyer understands and accepts that indicating a false address or an address that does not technically support the Tokens may result in the Buyer failing to gain access to the Tokens. The Buyer further understands that it remains in its sole responsibility to safeguard the private key file related to said address and that in case the Buyer loses access to the address (or wallet), the Tokens would be unrecoverable and permanently lost.
The Buyer confirms that the Buyer’s address belongs to the Buyer and is under his sole control. Buyer understands that as part of the Token transfer process, he may be requested by the Seller or a service provider to evidence control over the Buyer’s address and that, lacking such proof, the Token transfer may not be conducted.
The Buyer understands that it has no right against any party to request any refund of the Purchase Price under any circumstance.
THE BUYER HEREBY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASSWIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED IN THE TRANSFER OF TOKENS AND WITH THE OPERATION OF THE PROTOCOL.
The Buyer understands and expressly accepts that there is no warranty whatsoever on the Tokens and/or the success of the Protocol, expressed or implied, to the extent permitted by law, and that the Tokens to be created and obtained are at the sole risk of the Buyer on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose.
The Buyer understands and accepts that it has not relied on any representations or warranties made by the Seller or any other person outside of those made in this Agreement, including but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, technical paper, white paper, social media content or website posting.
The Buyer understands that the value of Tokens over time (if any) may experience extreme volatility or depreciate in full.
The Buyer understands that it bears the sole responsibility to determine if the transfer of the Purchase Price, the transfer, use or ownership of Tokens, the potential appreciation or depreciation in the value of Tokens over time (if any), the receipt of revenues via the Tokens (if any), the sale and purchase of Tokens and/or any other action or transaction related to the Protocol have tax implications.
The Seller does not conduct selling efforts of Tokens into the United States and does not target individuals who are based in the United States. The Buyer therefore represents and warrants to the Seller the following, and acknowledges that the Seller is relying on these representations and warranties:
The Buyer is not any of the following (“U.S. Person”):
Resident in the United States.
Entity organized or incorporated or under the laws of the United States.
Trust or estate of which any executor or administrator or trustee is a U.S person.
Agency or branch of a foreign entity located in the United States formed under the laws of the United States.
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.
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.
Partnership or corporation organized or incorporated under the laws of any foreign jurisdiction that has been formed by a U.S. person principally for the purpose of investing in securities not registered, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts.
The Buyer is not a U.S. citizen.
The Buyer is not purchasing for the account or benefit of a U.S. Person or a U.S. citizen.
The Buyer resides, is domiciled, and has its principal place of business outside the United States and is located outside the United States at the time this Agreement is executed, and the Purchase Price is paid.
The Buyer understands and acknowledges that the Token is not, nor is there any anticipation that the Token will ever be, registered with the U.S. Securities and Ex-change Commission (SEC) under the U.S. Securities Act of 1933, as amended or with any United States state agency, nor will it be registered pursuant to any other law or regulation of similar import.
Based on the above, the Seller believes that the federal courts of the United States would lack the necessary jurisdiction to hear any claim relating to the sale of Tokens to the Buyer under this Agreement or otherwise.
The Seller represents and warrants to the Buyer the following, and acknowledges that the Buyer is relying on these representations and warranties:
The Seller is duly organized, validly existing and in good standing under the laws of Switzerland and has all requisite corporate power and authority to carry on its statutory purpose and operation as now conducted and as presently proposed to be conducted.
The execution, delivery and performance of these Terms will – to the best knowledge of the Seller – not result in any violation of, be in conflict with any mate-rial respect, or constitute a material default under (A) any provision of the Seller’s organizational documents; (B) any provision of any permit, judgment, decree, contract or order to which the Seller is a party.
The execution and delivery of and performance under these Terms require no approval or other action from any person other than the Seller.
This Agreement does not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the Parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between the parties, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.
Neither Party shall have the right to assign or transfer this Agreement or its rights and obligations under this Agreement, in full or in part, to any third party without the prior written and express consent of the other Party. The Parties agree that any assignment or transfer in violation of this Section shall be null and void.
If any provision of this Agreement should be invalid in any jurisdiction under applicable law, the legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. In such an event, the Parties commit themselves to compose a legally valid replacement rule which approaches the invalid provision as closely as possible within the economic intent of this Agreement. This Agreement will be interpreted as though the invalid clause had been omitted from the outset.
If any Party waives the enforcement or exercise of its contractual right in a particular case, this may not be considered a general waiver of the respective right or any other contractual right or the exercise and enforcement thereof.
This Agreement and all claims relating to or arising out of this Agreement, or the breach thereof, whether in contract, tort or otherwise, shall be governed by Swiss Law, excluding Swiss choice-of-law principles. The United Nations Convention for the International Sales of Goods is excluded.
Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination, existence, legal competence or invalidity thereof, shall be exclusively settled by the courts of Zug, Switzerland.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Any Dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Arab Emirates (UAE). The parties irrevocably submit to the jurisdiction of the courts of the UAE and waive any objection to proceedings on the grounds of venue or that such proceedings have been brought in an inappropriate forum.

13. Accessibility

Our Site and Services are designed with accessibility features to help ensure they are accessible to everyone. If you have a disability or need assistance accessing any portion of our website, please contact us at [email protected].

14. Survival

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including but not limited to, sections pertaining to No Warranties, Limitation of Liability, Dispute Resolution, Arbitration, Class Action and Jury Trial Waivers, Taxes, Compliance, Intellectual property, and other provisions that by their nature should persist expiration or termination of this Agreement, shall survive any termination or expiration of this Agreement.

15. Force Majeure

We shall not be liable for any error, delay, loss, failure or damage arising, directly or indirectly, from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, extraordinary weather conditions, an act of God, an act of civil or military authorities, acts of terrorists, civil disturbance, war, insurrection, riot, accident, an action of government, a strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of power or equipment or software, pandemic, or any other catastrophe or other occurrence which is beyond our reasonable control.

16. Headings

The section titles in this agreement are for convenience only and have no legal or contractual effect. Use of the word ‘including’ will be interpreted to mean ‘including without limitation.’

17. Contact Us

If you have questions or concerns regarding this Agreement, or if you have a complaint, please contact us [email protected].

Entire Agreement

This Agreement and our Privacy Policy constitutes the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms, the Site and Services.