PARACHAIN CAMPAIGN AND PARADROP PROGRAMME

TERMS AND CONDITIONS (THESE “TERMS”)

IN THESE TERMS, WORDS AND EXPRESSIONS NOT OTHERWISE DEFINED SHALL, WHERE NOT INCONSISTENT WITH THE CONTEXT, HAVE THE MEANINGS RESPECTIVELY ASCRIBED THERETO IN ANNEX A TO THESE TERMS.

In these Terms, “we”, “us” or “Company” refers to AFM I Limited, and “our” shall be construed accordingly. “You” refers to any person participating in the Parachain Campaign and/or Paradrop Programme, and “your” shall be construed accordingly.

Each of you and the Company shall hereinafter be referred to as a “Party”, and collectively, you and the Company shall hereinafter be referred to as the “Parties”. The Company and its Affiliates shall hereinafter be collectively referred to as the “Group” and each a “Group Affiliate”.

Your participation in the Parachain Campaign and/or Paradrop Programme is subject to these Terms as may be amended by us from time to time at our sole and absolute discretion. These Terms shall also include any other operating rules, policies and procedures which we may issue from time to time. Save for these Terms and any other operating rules, policies and procedures which we may issue from time to time, no information contained in or on the Website, Channels and/or any other information or document shall constitute a part of these Terms.

We may revise these Terms at any time with or without notice to you and any changes will be uploaded on the Website and/or its related social media channels (collectively “Channels”). These changes shall take effect from the date of upload and your continued access, use of the Website, or participation in the Parachain Campaign and/or Paradrop Programme from such date shall be deemed to constitute acceptance of the new Terms. It shall be your sole responsibility to check the Website and Channels for such changes from time to time. If you do not agree to these Terms, please do not participate in the Parachain Campaign and/or Paradrop Programme.

By participating in the Parachain Campaign and/or Paradrop Programme, you:

(1) agree to be bound by and to abide by the latest version of the Terms;

(2) hereby declare, represent and warrant that in the jurisdiction to which you are subject of, you are of legal age to participate in the Parachain Campaign and/or Paradrop Programme and to create binding obligations for any liability you may incur as a result of the use of the Website and/or your participation in the Parachain Campaign and/or Paradrop Programme; and

(3) hereby declare, represent and warrant that you are not a Disqualified Person or acting on behalf of a Disqualified Person.

The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. This document and these Terms do not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by the Company under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Terms to you does not imply that the Applicable Laws, regulatory requirements or rules have been complied with.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to “Paragraphs” are to be construed as references to the paragraphs of these Terms.

The Parties HEREBY AGREE as follows:

1. NETWORK PARACHAIN AUCTION

1.1 The Company is looking to deploy its own proprietary Parachain on the Network using Network Services & Resources. The Network supports a limited number of Parachains by releasing a fixed number of parachain slots (each a “Parachain Slot”) and each Parachain Slot has a maximum duration of two (2) years, which is divided into four (4) slots of 6-month period (each a “Parachain Slot Duration”).

1.2 The Company intends to participate in the Network Parachain Auction to secure one of the available Parachain Slot by submitting bid(s) (“Auction Bid(s)”) specifying, inter alia,(a) the amount of Parachain Bond the Company will be putting up, and (b) the Parachain Slot Duration(s) for which the Company is bidding for. More information regarding the Company’s participation in the Network Parachain Auction will be made available on the Website and Channels.

1.3 In connection with the Company’s participation with the Network Parachain Auction, the Company will also be running a campaign to seek support from eligible supporters (“Supporters”) to contribute Network Tokens required for the Parachain Bond that the Company will be putting up in its Auction Bid(s) (“Parachain Campaign”). The Company will be running the Parachain Campaign for the Campaign Duration via the Network’s substrate “crowd loan module”, which will generate a unique campaign index (“Campaign Index”).

1.4 Supporters may contribute Network Tokens in support the Company’s Auction Bid(s), at any time during the Campaign Duration, by submitting a transaction with the Campaign Index made available on the Website and such other platforms which the Company may announce from time to time on the Website and Channels to transfer the Supporter’s Contribution from such Supporter’s Digital Wallet to the Network Module Controlled Account.

1.5 Once the Supporter’s Contribution has been transferred to the Network Module Controlled Account, neither the Company nor the Supporters will be able to withdraw such Supporter’s Contributions save in accordance with the procedures set out in Paragraphs 1.6 and 1.7. For the avoidance of doubt, in the event the Company determines, in its sole and absolute discretion, that it has receive sufficient Supporter’s Contribution(s) for its proposed Auction Bid(s), it may cease accepting further Supporter’s Contribution(s) from Supporter(s) and/or refund such amount of Supporter’s Contribution(s) in excess of what it deems to be sufficient.

1.6 In the event of a successful Auction Bid by the Company, the Network Tokens (including the Supporter’s Contributions) subject of a Parachain Bond will be locked up in the Network Module Controlled Account for the entire Parachain Slot Duration that the Company had bid for and will be released in full automatically by the Network upon the end of such Parachain Slot Duration and Supporters will be able to withdraw, within such period of time as may be specified by the Network, its respective Supporter’s Contribution from the Network Module Controlled Account by (i) submitting a transaction using the same private key associated with the Digital Wallet from which it had made the Supporter’s Contribution, or (ii) submitting a transaction using the same private key associated with the Digital Wallet from which it had made the Supporter’s Contribution allowing a specified third party to withdraw such Supporter’s Contribution its behalf.

1.7 In the event of an unsuccessful Auction Bid by the Company, the Company will continue to participate in the next Network Parachain Auction by submitting further Auction Bid(s) until the expiry of the Campaign Duration. The Network Tokens (including all Supporters’ Contributions) will be released in full automatically by the Network upon the expiry of the Campaign Duration and Supporters will be able to withdraw, within such period of time as may be specified by the Network, its respective Supporter’s Contribution from the Network Module Controlled Account by (i) submitting a transaction using the same private key associated with the Digital Wallet from which it had made the Supporter’s Contribution, or (ii) submitting a transaction using the same private key associated with the Digital Wallet from which it had made the Supporter’s Contribution allowing a specified third party to withdraw such Supporter’s Contribution its behalf.

1.8 Any Supporter’s Contribution that has not been withdrawn or otherwise claimed in accordance with Paragraphs 1.6 and 1.7 above within such period of time as may be specified by the Network will be automatically transferred to a treasury that is controlled, managed and operated by the Network.

2.PARADROP PROGRAMME

2.1 Subject to a successful Auction Bid by the Company at the Network Parachain Auction, the Company will launch a paradrop programme where a certain number of Tokens (as determined in accordance with Paragraph 2.5) (“Paradrop Tokens”) will be distributed free-of-charge to Supporters (“Paradrop Programme”) by way of a “paradrop” to Supporters. To the extent that a Supporter is eligible to receive Paradrop Tokens under the Paradrop Programme, such Supporter shall :

(a) if such Supporter is a Registered Supporter, receive such Tokens in accordance with Paragraph 2.2; or

(b) if such Supporter is a Non-Registered Supporter, receive such Tokens by way of a claim process as shall be published on the Website and/or the Channels.

2.2 The Paradrop Tokens to be distributed pursuant to the Paradrop Programme (“Paradrop Tokens”) to a Registered Supporter eligible to receive the same, will be delivered to the same Digital Wallet from which such Registered Supporter had made the Supporter’s Contribution on the date of Network Genesis (or such other date and time as the Company may otherwise in its sole and absolute discretion determine).

2.3 The Paradrop Tokens distributed will be subject to such Lock Up Restrictions for the Lock Up Period, and shall be Unlocked in accordance with the following schedule:

(a) 30% of the Paradrop Tokens (rounded down to the nearest [4] decimal place) to be Unlocked on the date of Network Genesis; and

(b) the remaining Paradrop Tokens (being the total Paradrop Tokens less the Paradrop Tokens Unlocked in accordance with Paragraph 2.3(a) above) to be Unlocked in accordance with a schedule that will be published on the Website and Channels in the event of a successful Auction Bid by the Company, commencing from the date of the Network Genesis, over the Parachain Slot Duration that the Company had bid for, and unless Unlocked, a Supporter shall not engage in and/or cause any transaction that will or may result in the transfer of, use and/or disposal of, and/or cause the sale and/or disposal of any part of the Paradrop Tokens that has not been Unlocked. More details on the Unlocking schedule will be made available on the Website and Channels in the event of a successful Auction Bid by the Company.

2.4 Notwithstanding Paragraph 2.3, a Supporter who has received the Paradrop Tokens may use the Paradrop Tokens in the Project’s governance process or such other functions which the Company may allow from time to time.

2.5 The amount of Paradrop Tokens to be distributed to a Supporter pursuant to the Paradrop Programme will be calculated based on various parameters, including but not limited to the amount of Supporter(s) Contribution contributed, determined by the Company in its sole and absolute discretion, Provided Always That :

(a) the Company will allocate to a Supporter a minimum of [12] Paradrop Tokens for each Network Token it had contributed in connection with the Parachain Campaign for each day of the Parachain Slot Duration that the Company had bid for, up to a maximum of 730 days (based on the maximum Parachain Slot Duration of up to two (2) years) (or such other shorter period or higher minimum number of Paradrop Tokens as the Company may announce on the Website); and

(b) the Company retains the sole and absolute discretion, from time to time and without notice, to increase and/or decrease the percentage of Tokens reserved for distribution pursuant to the Paradrop Programme, and the cap on the aggregate number of Network Tokens (including the Supporter’s Contribution) that it may accept for the Parachain Bond.

2.6 You are eligible to be a Supporter if you fulfil all of the following criteria :

(a) you are not a Disqualified Person and are not controlled or ultimately controlled by a Disqualified Person, and have provided a self-declaration in respect thereof, in such form as the Company may require, to the Company; and

(b) you provide all information (if any) requested by the Company to be provided, which the Company determines is necessary in its sole discretion in order to comply with Applicable Laws.

2.7 To be eligible to receive Tokens as part of the Paradrop Programme, a Supporter must:

(a) ensure that its transfer of the Supporter’s Contribution have been recorded on the Network by submitting a transaction referencing the accurate Campaign Index; and

(b) have confirmed acceptance of, and complies with, these Terms, and the Company reserves the right, in its sole and absolute discretion, to refuse the acceptance of, and/or otherwise refund, any Supporter Contributions from a Supporter who has failed to cryptographically sign his/her acceptance of these Terms.

2.8 Notwithstanding anything to the contrary (including but not limited to what is stated in these Terms, or as published on the Website and/or the Channels), the Company reserves the right:

(a) not to distribute any Paradrop Tokens to any Supporters for any reason as it may deem fit; and

(b) where the Company decides to distribute Paradrop Tokens to a Supporter, to decide and/or revise (in its sole and absolute discretion) the eligibility criteria for the Paradrop Programme, the amount of Tokens to be distributed to the such Supporter, and the procedures (if any) in distribution or claiming such Tokens, and neither the Company nor any Group Affiliate will have any obligation to notify a Supporter of any revision to the eligibility criteria for the Paradrop Programme, the amount of Paradrop Tokens to be distributed to the such Supporter, and the procedures (if any) in distributing or claiming such Paradrop Tokens prior to the execution of the Paradrop Programme.

3.DISQUALIFIED PERSONS

3.1 Before participating in the Paradrop Programme, you must conduct your own due diligence and ensure that your participation complies with Applicable Laws. You should consult with professional advisors regarding the Paradrop Programme before participating in it. You shall not participate in the Paradrop Programme if there are applicable legal restrictions in your country of residence or domicile. By participating in the Paradrop Programme, you represent, warrant and declare to the Company and the Group that it is lawful for you to do so.

3.2 You shall not participate and you are not eligible to participate in the Paradrop Programme if you are:

(a) where you are an individual, a person who :

  • (i) is a citizen of a Sanctioned Jurisdiction; or

  • (ii) is domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;

(b) where you are a body corporate, a body corporate:

  • (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or

  • (ii) which is under the control of one or more individuals who is/are :

    • (aa) citizen(s) of a Sanctioned Jurisdiction; or
    • (bb) domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;

(c) an individual or body corporate: (i) included in the Consolidated List published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible athttps://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible byhttps://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities andhttps://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/regulations-for-targeted-financial-sanctions; and/or

(d) an individual or body corporate :

  • (i) who/which is otherwise prohibited or ineligible in any way, whether in full or in part, under any law applicable to you from participating in any part of the transactions contemplated in these Terms or the Paradrop Programme; and/or

  • (ii) in respect of whom/which any part of the transactions contemplated in these Terms or the Paradrop Programme is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to you, “Sanctioned Jurisdiction” means an Excluded Jurisdiction other than United States of America or People’s Republic of China (including the Macau Special Administrative Region)

3.3 You shall also not participate and you are not eligible to participate in the Paradrop Programme if you are controlled or ultimately controlled by another Disqualified Person.

4.REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

4.1 By accepting these Terms, you represent and warrant to the Company as follows:

(a) you agree and acknowledge that no regulatory authority has examined or approved of these Terms, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or provision of these Terms to you does not imply that the Applicable Laws, regulatory requirements or rules have been complied with;

(b) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the Applicable Laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Group;

(c) you have read and understood all of these Terms including Annex A hereto;

(d) you agree and acknowledge that :

  • (i) the Project involve significant risk, including, but not limited to, the risk that the Project may be aborted for any reasons whatsoever, and notwithstanding the earlier abortion of the Project, such Network Tokens (including the Supporter’s Contributions) subject of the Parachain Bond may only be released upon the end of the Parachain Slot Duration in accordance with Paragraph 1.6;
  • (ii) save for the Paradrop Tokens awarded under the Paradrop Programme, the locking up of the Network Tokens (including the Supporter’s Contributions) subject of the Parachain Bond in the Network Module Controlled Account will not entitle the Company, the Group, or a Supporter to, nor generate, any rewards or returns; and
  • (iii) neither the Company nor any Group Affiliates manages or has any control over the Network Module Controlled Account, the Network Tokens (including the Supporter’s Contributions) subject of the Parachain Bond, and/or the release of the Network Tokens (including Supporter’s Contributions) subject of the Parachain Bond, which is controlled, managed and operated solely by the Network;

(e) you are not a Disqualified Person and are not controlled or ultimately controlled by another Disqualified Person;

(f) you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are a corporation or acting on behalf of a corporation :

  • (i) such corporation is duly incorporated and validly existing under the Applicable Laws; and

  • (ii) such corporation is duly authorised to accept these Terms and perform obligations hereunder;

(g) if you are a natural person, you are of sufficient age and capacity under the Applicable Laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;

(h) you agree and acknowledge that the Tokens are not to be construed, interpreted, classified or treated as:

  • (i) any kind of currency other than cryptocurrency;

  • (ii) debentures, stocks or shares issued by any person or entity;

  • (iii) rights, options or derivatives in respect of such debentures, stocks or shares;

  • (iv) 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;

  • (v) units in a collective investment scheme;

  • (vi) units in a business trust;

  • (vii) derivatives of units in a business trust; or

  • (viii) any other security, class of securities or form of investment (whether regulated or otherwise);

(i) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your participation in the Paradrop Programme is not in breach or contravention of any Applicable Law, regulation or rule in your jurisdiction;

(j) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (“Approvals”) is required on your part in connection with your participation in Paradrop Programme or, where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(k) none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your related corporations (if any), any of your directors or officers, nor any of your employees, agents or any other person acting on behalf of your or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that:

  • (i) is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore, the Variable Capital Companies Act (No. 44 of 2018), or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;

  • (ii) is currently the subject of any sanction administered by the OFAC or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”);

  • (iii) is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Central African Republic, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Iran, Libya, Mali, Somalia, South Sudan, Sudan and Yemen) (“Sanctioned Country”); or

  • (iv) has engaged in and/or is engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

  • (l) (in the case where you are a corporation or are accepting these Terms on behalf of a corporation) the operations of such corporation and any of its related corporations, are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in Singapore and of all jurisdictions in which such corporation and its related corporations conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving you or your related corporations with respect to Money Laundering Laws is pending and, no such actions, suits or proceedings are threatened or contemplated against such corporation or its related corporations;

  • (m) none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your participation in the Paradrop Programme, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

  • (n) if you are affiliated with a Foreign Bank, or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Company that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;

  • (o) you are not participating in Paradrop Programme with a view to obtaining or using any Paradrop Tokens that you may receive under the Paradrop Programme for any illegal purpose;

  • § you bear the sole responsibility to determine what tax implications (if any) your participation in the Paradrop Programme may have for you, and agree not to hold the Company or any other person liable for any tax liability associated with or arising therefrom;

  • (q) you agree and acknowledge that none of the members of the Group (including the Company) is liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;

  • (r) all the documents and information furnished by you to the Company (if any) pursuant to these Terms are true, accurate and complete in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete;

  • (s) you waive the right to participate in a class action lawsuit or a class wide arbitration against any member of the Group (including the Company), the Indemnified Persons and/or any person involved in the Paradrop Programme;

  • (t) the Digital Wallet provided by you is fully operational, secure and valid;

  • (u) the Digital Wallet is owned, held, and fully controlled by you, and you shall hold and have full control of the private key (whether such private key is held through a personal wallet or otherwise) and all other credentials to your Digital Wallet (for the avoidance of doubt, shall not be a blockchain address owned, held, or controlled by a person other than you, including but not limited to a cryptocurrency exchange address or a third party hosted wallet address);

  • (v) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your access to and/or acceptance of these Terms and notwithstanding the conclusion of the Paradrop Programme.

4.2 By accepting these Terms, you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against all members of the Group (including the Company) and shall further hold harmless, all members of the Group (including the Company) from and against any and all losses, claims, liabilities, damages, suits, actions, demands, proceedings, costs, charges and/or expenses of whatsoever nature or howsoever arising, including any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue and income or profits) that may be incurred by you in connection with or arising from the Paradrop Tokens, the Project, the Parachain Campaign, the Paradrop Programme, the Network Parachain Auction, or use of the Platform or Website or Channels.

4.3 The Group (including the Company) does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

(a) the information set out on the Website, Channels or any other place;

(b) the Company;

(c) the Network, the Network Tokens and/or the Network Parachain Auction;

(d) the Parachain Campaign and/or the Paradrop Programme; and

(e) the Project.

4.4 You undertake to notify the Company of any change in the documents and information provided by you to the Company pursuant to these Terms (if any) and in the absence of any notification in writing notifying of any change, the Company is entitled to assume that the documents and information provided by you remain true, correct, not misleading and unchanged.

5.DISCLAIMERS

5.1 To the maximum extent permitted by all Applicable Laws, regulations and rules and except as otherwise provided in these Terms, the Group (including the Company) hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) postponement, suspension and/or abortion of the Project, the Network Parachain Auction, the Parachain Campaign, and/or the Paradrop Programme;

(b) any failure, malfunction, virus, error, bug, flaw, defect or otherwise adversely affecting the Project, the Network Parachain Auction, the Parachain Campaign, and/or the Paradrop Programme or your participation in Parachain Campaign and/or the Paradrop Programme;

(c) failure to disclose information relating to the Project, the Network Parachain Auction, the Parachain Campaign, and/or the Paradrop Programme;

(d) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction applicable to the Project, the Network Parachain Auction, the Parachain Campaign, and/or the Paradrop Programme or your participation in Parachain Campaign and/or the Paradrop Programme;

(e) any risks associated with your participation in the Parachain Campaign and/or the Paradrop Programme;

(f) loss of possession of the credentials for accessing, or loss or destruction of the private keys of, any wallet, the Digital Wallet, in any manner and to any extent;

(g) failure to disclose information relating to the progress of Project, the Network Parachain Auction, the Parachain Campaign, and/or the Paradrop Programme;

(h) any losses arising out of or in connection with:

  • (i) the Network Module Controlled Account, the Network Tokens (including the Supporter’s Contributions) subject of the Parachain Bond, and/or the release of the Network Tokens (including Supporter’s Contributions) subject of the Parachain Bond by the Network, including but not limited to any technical issues, system issues or software failures resulting in losses to the Network Tokens (including the Supporter’s Contributions);

  • (ii) your participation in the Parachain Campaign and/or Paradrop Programme; and/or

  • (iii) the failure by you to withdraw or claim such Supporter’s Contribution in accordance with Paragraphs 1.6 and 1.7 within such period of time as may be specified by the Network; and

(i) all other risks, direct, indirect or ancillary, whether in relation to your participation in the Parachain Campaign and/or the Paradrop Programme which are not specifically or explicitly contained in or stated in these Terms.

5.2 The Company reserves the right, in its sole and absolute discretion, to adopt organisational, technical or other measures, including but not limited to geo-blocking of internet protocol address(es), to ensure that the Parachain Campaign and/or the Paradrop Programme be unavailable to certain persons that it may determine are ineligible, including but not limited to Disqualified Persons, to participate in the Parachain Campaign and/or Paradrop Programme, and none of the members of the Group (including the Company) and the Indemnified Persons shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such prohibition.

5.3 Notwithstanding your acceptance of these Terms or anything to the contrary herein, the Company reserves the right, for any reason whatsoever (without having to account for such reason(s)) and in its sole and absolute discretion, to reject your participation in the Parachain Campaign and/or the Paradrop Programme and none of the members of the Group (including the Company) and the Indemnified Persons shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such rejection.

5.4 The Company reserves the right, in its sole and absolute discretion, to postpone, suspend and/or abort the Parachain Campaign and/or the Paradrop Programme and/or the Project at any time after your acceptance of these Terms. In the event of such abortion, you acknowledge and agree that none of the members of the Group (including the Company) shall have any obligation in any form or manner whatsoever to you, and none of the members of the Group (including the Company) and the Indemnified Persons shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such abortion.

6.LIMITATION OF LIABILITY AND INDEMNIFICATION

6.1 To the maximum extent permitted by the Applicable Laws, regulations and rules:

(a) the Group (including the Company) and the Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with your participation in the Parachain Campaign and/or the Paradrop Programme;

(b) without prejudice to the foregoing, you hereby agree that the aggregate liability of the members of the Group (including the Company), in tort, contract or otherwise, arising out of or in connection with the participation in the Parachain Campaign and/or the Paradrop Programme shall in any event be limited to the amount of Paradrop Tokens you are eligible to receive (if any) pursuant to this Paradrop Programme; and

(c) you hereby agree to waive all rights to assert any claims against the Group (including the Company) and/or the Indemnified Persons under such Applicable Laws, regulations and rules.

6.2 To the maximum extent permitted by the Applicable Laws, regulations and rules, you shall indemnify, defend, and hold the Group (including the Company) and/or the Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any member of the Group (including the Company) or the Indemnified Persons arising out of a breach by you of any warranty, representation, or obligation hereunder.

7.NO ASSIGNMENT

The Company may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole and absolute discretion, shall be void. Subject to these Terms, only you and no other person shall have the right to any claim against the Company in connection with your participation in the Parachain Campaign and/or the Paradrop Programme. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Company to the assignee or transferee.

8.NO WAIVER

8.1 Any failure of the Company to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Company to assert any right(s), claim(s) or causes of action against you.

8.2 No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.

9.ENTIRE AGREEMENT

9.1 These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to your participation in the Parachain Campaign and/or the Paradrop Programme.

9.2 In the event that the Company discovers that you, in your participation in the Parachain Campaign and/or the Paradrop Programme, have engaged in unfair, excessive or abusive usage or conduct, the Company reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Company from losses, damages, harm or degradation of any form and manner.

10.TAXES

10.1 You shall be responsible for determining any tax applicable and payable to any taxation authority in respect of your participation in the Parachain Campaign and/or the Paradrop Programme (“Payable Tax”) and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

10.2 The Company shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

11.GOVERNING LAW AND DISPUTE RESOLUTION

11.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

11.2 Any Dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration in Singapore in accordance with the rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be Singapore. The tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The language of the arbitration shall be English. This arbitration agreement shall be governed by the laws of the Republic of Singapore.

11.3 Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process pursuant to Paragraph 11.2 of these Terms, including if necessary the grant of interlocutory relief pending the outcome of that process.

12.CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

12.1 Subject to Paragraph 12.2, the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Terms.

12.2 Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.

13.SEVERANCE AND PARTIAL INVALIDITY

13.1 If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

13.2 The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

ANNEX A

DEFINITIONS

  1. In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

“Affiliate” means with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person.

“Applicable Laws” means all relevant or applicable statutes, laws (including any reporting and/or withholding tax requirements of any government), rules, regulations, directives, circulars, notices, guidelines and practice notes of any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization, private bodies exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to you, the Company, the Project, the Network Parachain Auction, the Parachain Campaign or the Paradrop Programme.

“Approvals” has the meaning ascribed to it in Paragraph 4.1(j).

“Campaign Duration” means the period commencing from the date of the Parachain Campaign and ending on the date falling six (6) weeks after such commencement date as specified by the Company in the Network’s substrate “crowd loan module” or such other deadline parameter which the Company may, in its sole discretion, specify.

“close associate” in relation to a senior foreign political figure means a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

“Digital Wallet” means such digital asset wallet on a blockchain address that is compatible with the Network Tokens and the Tokens.

“Dispute” means any dispute between the Parties arising out of or in relation to these Terms.

“Disqualified Person” has the meaning ascribed to it in Paragraph 3.2.

“Excluded Jurisdictions” means the jurisdictions stipulated in Annex B to these Terms, and each an “Excluded Jurisdiction”

“Foreign Bank” means a non-United States of America banking institution.

“immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings, spouse, children and in-laws.

“Indemnified Persons” means each of the Company’s and Group Affiliate’s subsidiaries, related companies, Affiliates, directors, officers, employees, agents, service providers, successors, and permitted assignees.

“Lock Up Restrictions” in relation to the Paradrop Tokens means such restrictions rendering the Tokens incapable of being transferred out from such Digital Wallet, whether through the use of smart contracts or otherwise.

“Lock Up Period” in relation to the Paradrop Tokens means such period commencing form the date of Network Genesis and ending on the date when all Paradrop Tokens have been Unlocked.

“MAS” means the Monetary Authority of Singapore.

“Money Laundering Laws” has the meaning ascribed to it in Paragraph 4.1(l).

“Network” means the [heterogeneous multichain network with shared security and interoperability] known as “[Kusama]”, which is more fully described at [https://guide.kusama.network/docs/en/kusama-index (last updated on [14 May 2021].

“Network Genesis” means the public launch of the Project on the Network’s main net.

“Network Module Controlled Account” means the Network-controlled blockchain address compatible with the Network to receive Network Tokens (including the Supporter’s Contributions) pursuant to the Parachain Campaign.

“Network Parachain Auction” means the online candle auction hosted and managed on the Network for the purposes of leasing out Parachain Slots to participating projects.

“Network Services & Resources” means services and resources provided to Parachains deployed on the Network.

“Network Tokens” means cryptographic tokens associated with the Network known as “[KSM]”, and “Network Token” shall be construed accordingly.

“Non-Registered Supporter” means a Supporter who is not a Registered Supporter.

“OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.

“Parachain” means an application-specific data structure, such as a blockchain, that is deployed on the Network.

“Parachain Bond” means such number of Network Tokens (including the Supporter’s Contributions) that is locked up for the duration of the Parchain Slot Duration as a bond in the Network Module Controlled Account for purposes of securing a Parachain Slot by the Company in the Network Parachain Auction.

“Parachain Campaign” has the meaning ascribed to it in Paragraph 1.3.

“Parachain Slots” has the meaning ascribed to it in Paragraph 1.1.

“Parachain Slot Duration” has the meaning ascribed to it in Paragraph 1.1.

“Paradrop Programme” has the meaning ascribed to it in Paragraph 2.1.

“Paradrop Tokens” has the meaning ascribed to it in Paragraph 2.2.

“Payable Tax” has the meaning ascribed to it in Paragraph 10.1.

“Platform” means the platform associated with the Project.

“Project” means the “[Karura]” project which allows for the issuance of a multi-collateral backed stable coin and the tokenisation of users’ staked assets so as to enable cross-chain financial stability and liquidity on the Network, which is more particularly described on the Website.

“Registered Supporter” means a Supporter who is pre-registered with the Company via the Website and confirmed acceptance of these Terms via the Website.

“Sanctioned Country” has the meaning ascribed to it in Paragraph 4.1(k)(iii).

“Sanctions” has the meaning ascribed to it in Paragraph 4.1(k)(ii).

“senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

“Supporters” has the meaning ascribed to it in Paragraph 1.3.

“Supporter’s Contribution” means such number of Network Tokens which a Supporter is contributing in connection with the Parachain Campaign to support the Company’s Auction Bid(s).

“Tokens” means the cryptographic tokens associated with the Project known as “[KAR] Tokens”, and “Token” shall be construed accordingly.

“Unlock” or “Unlocked” in relation to the Paradrop Tokens means the cessation of Lock Up Restrictions in respect of such Paradrop Tokens.

“Website” means the website of the Company which is accessible at [https://acala.network/karura].

  1. In these Terms, a reference to:

(a) the Company includes a reference to its duly authorised agents and/or delegates;

(b) a person includes a reference to any individual, body corporate, unincorporated association or partnership;

(c) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

(d) the masculine gender includes the feminine and neuter genders and vice versa;

(e) the singular includes the plural and vice versa; and

(f) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

  1. The annexes shall have effect and be construed as an integral part of these Terms, and references to “these Terms” shall include Annexes A and B.

ANNEX B

EXCLUDED JURISDICTIONS

(1) Albania#

(2) The Bahamas#

(3) Barbados#

(4) Botswana#

(5) Cambodia#

(6) Democratic People’s Republic of Korea#

(7) Ghana#

(8) Jamaica#

(9) Malaysia

(10) Mauritius#

(11) Myanmar#

(12) Nicaragua#

(13) Indonesia

(14) Iran#

(15) Islamic Republic Afghanistan

(16) Pakistan#

(17) People’s Republic of China (including the Macau Special Administrative Region)

(18) Panama#

(19) Republic of Armenia

(20) Republic of Guinea

(21) Republic of Iraq

(22) Republic of Rwanda

(23) Republic of Serbia

(24) Syria#

(25) Thailand

(26) Uganda#

(27) United Republic of Tanzania

(28) United States of America

(29) Yemen#

(30) Zimbabwe#

(31) Any jurisdiction, including but not limited to the Sanctioned Countries (to the extent not already listed above), in which the Paradrop Programme or any transaction contemplated under these Terms is prohibited, restricted or unauthorised in any form or manner whether in full or in part under Applicable Laws, regulatory requirements or rules in such jurisdiction

# Jurisdictions with strategic anti-money laundering / counter-financing of terrorism deficiencies most recently identified by the Financial Action Task Force at <http://www.fatf-gafi.org/countries/#high-risk> (last accessed on 6 January 2021)