By accessing or using the Services or by participating in the Testnet, you agree to these Terms and to our Privacy Policy and any other agreements or terms as set forth by the Company. These Terms constitute a binding obligation between you and the Company. If you do not agree to these Terms, do not use the Services or otherwise participate in the Testnet.

If you are accessing or participating in the Testnet on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will also refer to that company or other legal entity.

Please refer to our Privacy Policy for more details on the information that the Company may collect, use and disclose and under what circumstances. You acknowledge and agree that your participation in the Testnet and use of the Services is subject to this Privacy Policy.

The Company may update these Terms and its Privacy Policy at any time, in its sole discretion. If it does so, the Company will be deemed to have delivered a notice of such update to you if it: (a) has posted the updated Terms or Privacy Policy at the website address where the Terms or Privacy Policy, as applicable, were originally posted; (b) has posted the updated Terms or Privacy Policy on its website, or on any applicable blog or forum used by the Company for sharing of information; or (c) has delivered notice of such update to you through other communications, including in person, in writing, by facsimile or by e-mail. You agree to check the foregoing sources regularly for updates and review any and all updates to the Terms and the Privacy Policy. If you continue to participate in Testnet after the Company has posted updates to its Terms or Privacy Policy, you are agreeing to be bound by the updated Terms or Privacy Policy, as applicable. If you do not agree to be bound by the updated Terms or Privacy Policy, then your only recourse is to immediately notify the Company, and immediately and permanently cease all further participation in the Testnet.

The Testnet will commence on the date prescribed by the Company and continue until terminated by the Company in its sole discretion (the “Testnet Period”). Notwithstanding any other information provided by the Company regarding the Testnet including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), the Company may change, discontinue, or terminate, temporarily or permanently, all or any part of Testnet, at any time and without notice, at its sole discretion, including prior to providing any Rewards (as defined below). The Testnet is designed to improve the operational experience, security, and design of the Protocol mainnet and to expose potential issues and to improve participant experiences prior to the mainnet launch of the Protocol.

You may participate in the Testnet only if: (i) you are a natural person, 18 years or older, and capable of forming a binding contract with the Company; (ii) you are not 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, the European Union or its Member States, or other applicable government authority) or a citizen or organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions (including without limitation Cuba, Democratic People’s Republic of Korea, the Crimea, Donetsk, and Luhansk regions, Iran or Syria); (iii) you are not barred from participating under any applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees (“Applicable Laws”); (iv) you will not use a virtual private network (VPN) or other tool to circumvent any geoblock or other restrictions that we may have implemented for participants in the Testnet; and (v) you are not participating in, and have not become eligible to participate in, the Testnet by receiving credentials from any other person or entity. Any circumvention or violation of the above will permanently disqualify you from participation in the Testnet.

In order to participate in the Testnet, you may be required to meet such requirements as determined by the Company to the satisfaction of the Company in its sole discretion (including without limitation such requirements as may be set out in applicable documentation) and/or provide certain identifying information (such as name, residence or domicile, date of birth, etc.) Failure to provide such identifying information and/or a failure to demonstrate compliance with the requirements herein may result in termination of your participation, forfeiture of any Testnet incentives or rewards (collectively, “Rewards”), prohibition from participating in future testnet challenges and/or other actions by the Company.

The Company may disclose its plan regarding the Testnet from time to time on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels). However, notwithstanding this information or any other information provided by the Company regarding the Testnet, the Company may change or modify such plan at any time in its sole discretion, including with respect to its eligibility requirements, the number of participants eligible to participate in Testnet, the requirements of the Testnet, and the Rewards.

The Testnet may operate in certain phases. Your selection or participation in any one phase of the Testnet does not imply that you will be selected for any other phases of the Testnet.

The Company reserves the right to block your access to the Testnet at any time, in its sole discretion. The Company may terminate the Testnet, or your right to participate in the Testnet, at any time, in its sole discretion.

The Company may share identifying information and documentation with certain vendors or third-party providers who provide various services such as identity verification and/or sanctions and watchlist screening services (the “Third-Party Services”). You agree that your access and use of such Third Party Services is governed solely by the terms and conditions of such Third Party Services, and the Company is not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third Party Services. You irrevocably waive any claim against the Company with respect to such Third-Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services.

As part of your participation in the Testnet, the Company may choose, in its sole discretion, to provide certain Rewards to eligible participants for completing certain activities, including running a validator node and meeting certain performance criteria or other requirements set by the Company.

Other contributions to the Testnet may further be rewarded by the Company in its discretion. Such Rewards may include Protocol mainnet tokens. In order to receive Rewards, including Protocol mainnet tokens, you must (i) continue at all times to meet the eligibility requirements for participation in the Testnet, as set forth herein, and (ii) not be located in the United States, not be a U.S. Person (as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and not be participating in the Testnet on behalf of a person or entity located in the United States or any U.S. Person.

Notwithstanding any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), the Company may in its discretion change or modify the amounts or types of Rewards and/or discontinue, or terminate, temporarily or permanently, all or any part of the Rewards program at any time and without notice and the Company may remove or reallocate any Rewards earned by any participant or elect not to provide any rewards to any participant. You agree that any Rewards received will be in consideration for your services in testing the Testnet and the Protocol.

The Company reserves the right to request information about, review and investigate all Testnet activities, and to disqualify participants if it believes a participant has engaged in any activity that is abusive, fraudulent, in bad faith or otherwise fails to meet the Testnet standards and requirements. If you violate any of the terms and conditions of these Terms (as determined solely by the Company), if you have engaged in any activity that is abusive, fraudulent, in bad faith, or if you do not complete the necessary information or fail to provide accurate information, then you will not be eligible to receive Rewards, and the Company may require you to promptly return any Rewards you have already received.

Your eligibility to receive Rewards is made in reliance upon your representation to the Company, which by your agreement to these Terms you hereby confirm, that any Rewards you receive will be for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that you have no present intention of selling, granting any participation in, or otherwise distributing the same. By agreeing to these Terms, you further represent that you do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any Rewards. If you are agreeing to these terms on behalf of an entity, that entity has not been formed for the specific purpose of obtaining the Rewards.

Any Rewards delivered to you shall be subject to such restrictions on transferability as determined by the Company, in its sole discretion, which may include delivery to a multi-sig wallet or to any other device, mechanism, program or application intended to enforce the transfer restrictions imposed on the Rewards, or additional lock-up or legending requirements. If required by the Company, you must accept the smart contract or other electronic contract containing the terms applicable to the distribution of such Rewards (including, without limitation, any token terms and conditions or Protocol terms and conditions); failure by you to accept such contract or contracts shall render your rights to receive such Rewards void. You agree to comply with all such terms, conditions and restrictions, and consent to the imposition of the foregoing.

You acknowledge that: (i) the Rewards have not been registered under the Securities Act or any other Applicable Laws, and that the Company has no plans to register the Rewards under the Securities Act, or any other Applicable Laws; (ii) there is substantial uncertainty as to the application of securities, financial, and other Applicable Laws to tokens and token rights, and that the interpretation of existing Applicable Laws or new laws may affect the regulatory status of the Rewards, the offer or sale of the Rewards, and the use of the associated network; (iii) in light of such uncertainty and although the Company does not intend for the Rewards to be deemed securities, the Rewards may be deemed to be “restricted securities” under U.S. federal securities laws or other Applicable Laws, and that the Rewards are subject to restrictions including, but not limited to, restrictions on transfer; (iv) in the event that transactions of the Rewards are deemed to be transactions of restricted securities, you may not sell, resell, assign, encumber or transfer all or any part of the Rewards being acquired through the Testnet except if registered under the Securities Act or pursuant to an exemption from such registration (or in compliance with such other Applicable Laws); (v) you may be required to deliver to the Company certification and/or other information satisfactory to the Company prior to any resale or transfer of the Rewards; and (vi) any transfer not made in compliance with these restrictions shall be void and the Company may refuse to recognize any transfer not made in accordance with these restrictions. The Rewards are deemed to include a legend to the foregoing effect. If you determine subsequently to resell Rewards provided any applicable restriction period has expired, it is your sole responsibility to determine if such resale is permissible at such time under Applicable Laws. You have read and understand the restrictions and limitations set forth in these Terms that will be imposed on the Rewards. You agree to comply with all such restrictions and consent to the imposition of any such restrictions on transfer as the governing body of the Company may, pursuant to the advice of legal counsel, consider necessary or prudent to comply with Applicable Law, which restrictions may include delivery to multi-sig wallets or additional lock-up or legending requirements.

You understand that no public market now exists for the Rewards, and that the Company has not made any assurances that a public market will ever exist for the Rewards.

You acknowledge and agree that at no time were you presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with any invitation to participate in the Testnet or offer of the Rewards.

You acknowledge, assume, and hold the Company, its affiliates, and their respective shareholders, members, partners, directors, officers, employees, contractors, advisors, lawyers, accountants, suppliers, licensors, agents and other representatives (collectively, the “Company Parties”) harmless, from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of, in connection with or related to the following risks with respect to the Rewards: (i) the Protocol may never fully be developed, and to the extent developed, may not function as intended; (ii) the Protocol may fail to attract sufficient interest from key stakeholders and the general public; (iii) the Protocol (and/or the individuals or entities behind it) may be subject to investigation and punitive actions from governmental authorities; (iv) tokens, and the markets for tokens, are, by their nature, highly experimental, risky, and volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation; (v) the cost and speed of transacting with tokens are variable and may increase dramatically at any time; (vi) cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to tokens, including theft and loss; and (vii) token transactions are generally irreversible, and subject to loss due to human error.

You acknowledge and agree that if you are unable to claim Rewards due to technical bugs, gas fees, loss of access to a digital wallet or the keys thereto, or for any other reason, you will have no recourse or claim against us or any Company Party and that neither we nor any other Company Party will bear any liability.

You acknowledge and agree that claiming a Reward may require reliance on or an integration with third party products (e.g., a digital wallet or an unaffiliated network or blockchain) that we do not control. In the event that you are unable to access such products or integrations, or if they fail for any reason, and you are unable to participate in the Testnet or claim Rewards, you will have no recourse or claim against us or any other Company Party and neither we nor any other Company Party will bear any liability.

You are responsible for the payment of all taxes associated with your receipt of any Rewards (including, if applicable, Protocol mainnet tokens). You agree to provide the Company with any additional information and complete any required tax or other forms relating to your receipt of such Rewards.

You may suffer adverse tax consequences as a result of your participation in the Testnet. You hereby represent that: (i) you have consulted with such financial, legal and/or tax adviser that you deem advisable in connection with your participation, or that you have had the opportunity to obtain such advice but have chosen not to do so; (ii) the Company has not provided you with any financial, legal, tax or any other advice with respect to your participation; and (iii) you are not relying on the Company for any financial, legal or tax advice.

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Testnet as part of your systems. The Company assumes no responsibility for any losses resulting from any compromise of your systems. or wallet(s).

As part of certain phases of the Testnet, the Protocol mainnet or as part of providing Rewards, the Company may send or receive Testnet tokens or Rewards to your digital wallet application. In such cases, you are responsible for the management of the private keys and security for your digital wallet(s). The Company does not and will not manage, store, collect or otherwise access the private keys for your digital wallet(s). You are responsible for all activities that occur using your digital wallet, whether or not you know about them. In the event you provide an incorrect digital wallet address, you shall be solely responsible, and will hold the Company harmless, for any Testnet tokens or Rewards delivered to such incorrect digital wallet address.

We may make improvements, modifications, changes or updates to the Testnet, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of the Testnet are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although the Company is not obligated to monitor access to or participation in the Testnet, it has the right to do so for the purpose of operating the Testnet, to ensure compliance with these Terms and to comply with Applicable Law or other legal requirements.

In your use of the Testnet, you may accumulate “Testnet tokens,” such as through a faucet, which are not, and shall never convert to or accrue to become Protocol mainnet tokens or any other tokens or virtual assets. Testnet tokens are virtual items with no monetary value. Testnet tokens do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Testnet tokens are not transferable between users outside of the Testnet, and you may not attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet, or obtain any manner of credit using any Testnet tokens. Any attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet will be null and void.

The Company may, in its sole discretion, decide to delete, wipe or otherwise remove the Testnet at any time without notice, including, without limitation, the modification of the presence, amounts, or any other conditions applicable to the Testnet tokens, without any liability to you or other Testnet users. The Company does not guarantee that Testnet tokens will continue to be offered for a specific length of time and you may not rely upon the continued availability of any Testnet tokens. If the Testnet expires or terminates, you acknowledge and agree that your access to and use of your Testnet tokens will be removed, and all accrued Testnet tokens will be deleted from the Testnet system. Testnet tokens will not be converted into any future Rewards offered by the Company.

We grant you a nonexclusive, limited, revocable, terminable, personal, non-assignable and non-sublicensable license to use any Services that we or our affiliates provide to you solely for the purpose of participating in the Testnet, in strict accordance with these Terms. Such license shall automatically expire upon the termination of your participation in the Testnet. Except as set forth in the immediately preceding sentence, all right, title, and interest in and to the Services, the Testnet and the Protocol (and all elements thereof), including all modifications, improvements, and enhancements made thereto, and all proprietary rights therein, shall be and remain the Company’s sole and exclusive property. We reserve all rights not expressly granted in this Section 12(a).

The Company welcomes feedback, comments and suggestions for improvements to the Testnet and related technologies of the Protocol (“Feedback”). You agree that your submission of any Feedback will be made on a strictly non-confidential basis, and that we will be free to use or disclose your Feedback in any way, for any purpose. You grant to the Company an exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose, in any form, format, media or media channels now known or later developed or discovered. You represent and warrant that neither your submission of any Feedback to us, nor our commercialization or exploitation of that Feedback in any way, will violate any intellectual property, proprietary or other rights of any person.

You will not (in each case except as otherwise contemplated as part of these Terms):

unless as expressly requested by the Company as part of a security or similar challenge, disrupt or initiate any attacks against users of the Services or the Testnet;

initiate any attacks that violate your cloud service, data-center or other applicable third party service provider’s rules or policies;

disrupt, compromise, or otherwise damage data or property owned by other parties;

impersonate any person or entity or misrepresent your affiliation with any person or entity;

access any accounts or data other than your own (or those for which you have explicit, permission from their owners);

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;

sell or resell the Services;

participate in the Testnet from a jurisdiction other than the jurisdiction of your residence; and

encourage or enable any other individual or entity to do any of the foregoing or otherwise violate these Terms.

You agree that to comply with all Applicable Laws and any generally accepted practices or guidelines in the relevant jurisdictions (including any Applicable Laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) in connection with your participation in the Testnet. To the extent required by Applicable Laws, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.

THE COMPANY MAKES NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE TESTNET. THE TESTNET IS PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

The Company has made no promises or guarantees with respect to delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and the Company has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in these Terms.

YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN TESTNET INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, LOSS OF REWARDS, LOSS OF DATA AND SECURITY RISKS. YOU ACCEPT AND ACKNOWLEDGE THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN TESTNET, HOWEVER CAUSED. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN TESTNET.

The Company makes no warranty that the Testnet will meet your requirements or be available on an uninterrupted, secure, or error-free basis or free of viruses, errors, or defects. The Company makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or materials offered in connection with the Testnet. Any Rewards you received (including any tokens) as part of the Testnet may have no value.

You understand and agree that:

access to the Testnet may require the use of your personal computer and/or mobile devices, as well as communications with or use of data and storage on such devices. You are responsible for any Internet connection or mobile fees and charges that you may incur as part of your voluntary participation in the Testnet;

certain information, including your on-chain transaction records, are all public information and can be accessed by anyone, including participants and non-participants of the Testnet; and

security and other blockchain audits undertaken by the Company or third parties will access user data and could result in the loss of data or provoke actions from telecommunications and other third party service providers.

YOU WAIVE AND RELEASE US FROM ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM OR IN ANY WAY RELATING TO ANY INFORMATION, TOOLS OR SERVICES THAT WE OR OUR AFFILIATES PROVIDE IN CONNECTION THE SERVICES OR THE TESTNET. FURTHER, YOU WAIVE THE BENEFITS AND PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 OR ANY SIMILAR LAW OR REGULATION IN EFFECT IN THE JURISDICTION IN WHICH YOU RESIDE. CALIFORNIA CIVIL CODE § 1542 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.”

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL ANY COMPANY PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR THE TESTNET, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR SUPPLIERS, AND OUR LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR THE TESTNET EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).

YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITIES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company Parties from and against any Claims arising out of, in connection with or related to: (a) your access to or use of the Services or the Testnet; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); and (d) your conduct in connection with the Services or your participation in the Testnet. You agree to promptly notify the Company Parties of any third-party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including legal fees and expenses). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims.

You acknowledge that, in connection with your participation in the Testnet, you may be exposed to data and information, including product, technology, business, and strategy information that is confidential and proprietary to the Company, its affiliates and/or their respective clients, service providers and business partners (collectively, “Confidential Information”). All Confidential Information shall be sole and exclusive property of the Company and may be used by you only for assisting us in resolving any security issue you have reported to us. You may not reveal, publish, or otherwise disclose the Confidential Information to any third party without the prior written consent of the Company, and shall protect the Confidential Information from disclosure using the same degree of care you use to protect your own confidential information of like kind, but in no event using less than reasonable care.

These Terms and any action related thereto will be governed by the laws of the British Virgin Islands without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be in the British Virgin Islands and you and Company each waive any objection to such jurisdiction and venue.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION PROVISION. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.

You and we agree that any dispute, claim or controversy arising out of or relating to your participation in the Testnet, use of the Services, or these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.

The arbitration will be conducted by the BVI International Arbitration Centre in accordance with the BVI IAC Arbitration Rules then in effect, except as modified by these Terms. The number of arbitrators shall be one (the “Arbitrator”). The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the parties mutually agree otherwise. The language to be used in the arbitral proceedings shall be English. The parties agree that the Arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Each party shall be responsible for its own costs and expenses arising from the arbitration, except as may otherwise be determined by the Arbitrator.

Notwithstanding anything to the contrary in these Terms, we retain the right to seek injunctive or other equitable relief from any court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Other than as set out in Section 19(d), the Arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the Arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. You agree to waive your right to a trial by jury or to participate in a class action.

This Section 19 shall survive termination of these Terms.

You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of its rights, duties and obligations hereunder to any third party. Subject to the foregoing, these Terms will bind and enure to the benefit of the parties, their successors and permitted assigns.

Except as otherwise set forth herein, any notices or other communications to be provided by Company under these Terms shall be deemed to have been delivered to you: (i) if posted on the Company’s website, or on any applicable Company blog or forum used for sharing of information (such as Telegram, Discord, or other channels); or (ii) through other communications, including in person, in writing, by facsimile or by e-mail. You agree to check the foregoing sources regularly for updates. Any notices or other communications to be provided by you under these Terms must be given at the following address: founders@berachain.com

Except as otherwise set forth herein, if any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be illegal or unenforceable, the provision will be modified so as to be enforceable to the maximum extent possible under Applicable Laws in accordance with the original intent of the provision and the remainder of these Terms will remain in full force and effect.

The Company’s failure to enforce any right or provision of these Terms 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 the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and the Company. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties relating to the subject matter hereof. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.

If you have any questions about these Terms, the Services or the Testnet, please contact us at: founders@berachain.com

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