TOKEN AIRDROP

TERMS AND CONDITIONS

18 June 2024

BY PARTICIPATING IN THE AIRDROP, PARTICIPANT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO THESE TOKEN AIRDROP TERMS AND CONDITIONS AND THE RELATED DISCLAIMERS IN THEIR ENTIRETY. THE PARTICIPANT IS RESPONSIBLE FOR MAKING ITS OWN DECISION IN RESPECT OF ITS PARTICIPATION IN THE AIRDROP AND ANY RECEIPT OF TOKENS. ANY PARTICIPATION IN THE AIRDROP IS SOLELY AT THE PARTICIPANT’S OWN DECISION AND RISK.

PRIOR TO PARTICIPATING IN THE AIRDROP AND/OR PRIOR TO RECEIVING ANY TOKENS, IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY TO SEEK APPROPRIATE PROFESSIONAL, LEGAL, INVESTMENT AND TAX ADVICE IN RESPECT OF THE AIRDROP AND ANY RECEIPT OF THE TOKENS. THE TAX CONSEQUENCES RELATING TO THE PARTICIPATION IN THE AIRDROP AND THE DISTRIBUTION OF ANY TOKENS IN THAT REGARD, IS UNCERTAIN AND THERE MAY BE ADVERSE TAX CONSEQUENCES FOR THE PARTICIPANT. THE PARTICIPATION IN THE AIRDROP AND RECEIPT OF TOKENS IN CONNECTION THEREWITH MAY RESULT IN ADVERSE TAX CONSEQUENCES TO THE PURCHASER, INCLUDING WITHHOLDING TAXES, INCOME TAXES AND TAX REPORTING REQUIREMENTS.

BY PARTICIPATING IN THE AIRDROP, THE PARTICIPANT EXPRESSLY ACKNOWLEDGES AND ASSUMES ALL RISKS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE RISKS SET OUT IN THESE TOKEN AIRDROP TERMS AND CONDITIONS. IN NO EVENT SHALL THE ORGANIZER, ITS AFFILIATES OR ANY MEMBER OF THE ORGANIZER GROUP BE HELD LIABLE IN CONNECTION WITH OR FOR ANY CLAIMS, LOSSES, DAMAGES OR OTHER LIABILITIES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE AIRDROP OR THE RECEIPT OF ANY TOKENS.

THE ORGANIZER DOES NOT TAKE ANY RESPONSIBILITY FOR THE PARTICIPATION BY ANY PARTICIPANT IN THE AIRDROP. EACH PARTICIPANT MUST DETERMINE FOR ITSELF WHETHER TO PARTICIPATE IN THE AIRDROP BEFORE PARTICIPATING, AND SHOULD NOT RELY ON ANY STATEMENT MADE BY THE ORGANIZER. THE ORGANIZER DOES NOT PROVIDE ANY RECOMMENDATION OR ADVICE IN RESPECT OF THE AIRDROP OR THE TOKENS. THE ORGANIZER HAS NOT ASSESSED THE SUITABILITY OF THE TOKENS FOR ANY PARTICIPANT. THE ORGANIZER HAS NOT CONSIDERED THE APPLICABLE LAWS AND REGULATIONS OF THE JURISDICTION OF ANY PARTICIPANT. EACH PARTICIPANT PARTICIPATES IN THE AIRDROP AT ITS OWN RISK AND RECEIVES TOKENS AT ITS OWN RISK.

THE PARTICIPANT IS NOT ELIGIBLE TO PARTICIPATE IN THE AIRDROP OR RECEIVE TOKENS IF (EACH A “RESTRICTED PERSON”):

(A) THE PARTICIPANT IS LOCATED IN THE UNITED STATES OF AMERICA OR IS A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER OF, OR DOMICILED IN, THE UNITED STATES OF AMERICA, OR OTHERWISE FALLS WITHIN THE DEFINITION OF A “U.S. PERSON” UNDER RULE 902 OF REGULATION S;

(B) THE AIRDROP IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER, WHETHER IN FULL OR IN PART, UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF THE JURISDICTION IN WHICH THE PARTICIPANT IS LOCATED; OR

(C) THE PARTICIPANT IS CAPTURED BY ANY SANCTIONS ADMINISTERED BY THE UNITED STATES OFFICE OF FOREIGN ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE TREASURY OR ANY OTHER UNITED STATES GOVERNMENT AUTHORITY, IS DESIGNATED AS A “SPECIALLY DESIGNATED NATIONAL” OR “BLOCKED PERSON” BY THE UNITED STATES OFFICE OF FOREIGN ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE TREASURY OR SUBJECT TO ANY SIMILAR SANCTIONS OR MEASURES IMPOSED OR ADMINISTERED BY THE UNITED NATIONS SECURITY COUNCIL, THE EUROPEAN UNION, HIS MAJESTY’S TREASURY OF THE UNITED KINGDOM OR SIMILAR SANCTIONS ADMINISTERED OR IMPOSED BY ANY OTHER COUNTRY.

THE ORGANIZER FURTHER RESERVES THE RIGHT TO DETERMINE IN WHICH MARKETS AND JURISDICTIONS TO CONDUCT THE AIRDROP, AND MAY RESTRICT OR REFUSE THE AVAILABILITY OF THE AIRDROP IN ANY COUNTRIES OR REGIONS IN ITS SOLE DISCRETION.

These token airdrop terms and conditions (“Terms”) govern the participation in and receipt of Sophon tokens (“Tokens”) through the airdrop program (“Airdrop”) organised by Rollup Chains Ltd. (“Organizer”), including by way of participating, in any manner, in the period during which you (“Participant”) may deposit certain crypto assets to be held or locked in any smart contract on the Ethereum or Sophon networks (the “Farming”). For the avoidance of doubt, any reference to “Airdrop” in these Terms shall include participation in the Farming. By participating in the Airdrop, you agree to have read, understood, and be bound by these Terms, and that Participant complies with each requirement listed herein. If Participant does not agree to these Terms or does not comply with the requirements herein, Participant is not eligible to participate in the Airdrop or receive Tokens. If Participant is acting for or on behalf of an entity, Participant hereby represents and warrants that it is authorised to accept these Terms and enter into a binding agreement with Organizer on such entity’s behalf, and Participant accepts these Terms both on behalf of such entity and on its own behalf.

1. Requirements. By participating in the Airdrop or receiving Tokens, Participant represents and warrants that:

(a) as an individual, legal person, or other organisation, it has full legal capacity and authority to agree and bind itself to these Terms, and that, as an individual, it is at least 18 years of age or of legal age to form a binding contract under the applicable laws of its jurisdiction of residency;

(b) all information provided by Participant during the Airdrop registration process is true, accurate, and complete;

(c) it has at least a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(d) it is not a Restricted Person; and

(e) it has not used a VPN or any other privacy or anonymization tool to circumvent restrictions that apply to the Airdrop.

2. Eligibility. In order to be eligible to participate in the Airdrop and/or receive Tokens:

(a) Participant must comply with all applicable laws and regulations in Participant’s own jurisdiction and the jurisdictions governing Organizer, its affiliates and these Terms.

(b) The representations and warranties made by Participant must be true and accurate in all respects on the day they were made, and on each day thereafter until the conclusion of the Airdrop and Participant’s receipt of Tokens.

(c) Participant must provide accurate and complete information, as requested by Organizer or required for, or in connection with, the Airdrop. Participant must further ensure that such information is true, complete, and timely updated if and when changed. Organizer reserves the right to request further information from Participant and to verify Participant’s identity and eligibility as a prerequisite to Participant’s participation in the Airdrop or receipt of Tokens.

(d) Organizer will determine, in its sole discretion, the eligibility criteria for participation in the Airdrop, including the amount of Tokens to be distributed to eligible Participants that satisfy such criteria. Different eligible Participants may receive different amounts of Tokens in the Airdrop depending on the criteria determined by the Organizer, in its sole discretion. Organizer will have no obligation to notify potential Airdrop participants of the eligibility criteria for any Airdrop prior to the execution of such Airdrop.

3. Disqualification. Organizer reserves right, in its sole and absolute discretion, to disqualify any proposed Participant it deems ineligible for the Airdrop, be it under these Terms or by having engaged in any conduct that Organizer considers inappropriate or unacceptable. Conduct that will result in disqualification from the Airdrop shall include, but is not limited to: (i) use of multi-accounts and/or multi-wallets in connection with the Airdrop, (ii) attempting to cheat or hack the Airdrop or the Tokens, whether by Sybil attack or otherwise, or (iii) carrying out any kind of spamming, or behaving in a manner which Organizer deems offensive or inappropriate.

4. Airdrop Details. The Airdrop will be conducted during the specified period, as determined by Organizer (“Airdrop Period”). In order to participate in the Airdrop, Participant must meet the eligibility requirements set forth in Section 2 above, and follow the specified instructions that are provided by Organizer and/or its affiliates from time to time, including by participation in the Farming. The number of Tokens allocated to Participant, and each other Participant, will be determined by Organizer, in its sole discretion, and such allocation may vary among each Participant. Participation in the Airdrop does not require any purchase or payment, although Participant may incur transaction fees payable by Participant in order to participate in the Farming and to receive and/or claim Tokens. Furthermore, Participant has the option, but not the obligation, to increase the number of potential Tokens they may receive through the Airdrop by permanently locking funds during the Farming to be earmarked for liquidity purposes on Sophon. Any funds permanently locked by Participant through this action cannot be reclaimed or otherwise retrieved by anyone, and all such transactions are final and irreversible.

5. Token Distribution. The distribution of Tokens is scheduled to occur after the Airdrop Period ends, subject to successful verification and compliance with these Terms. Tokens will either be transferred to the designated wallet address provided by Participant or be claimable by such designated wallet. Participant may incur transaction fees payable by Participant in order to receive and/or claim Tokens.

6. Use of Tokens. Participant acknowledges and agrees that Tokens received through the Airdrop may have specific usage limitations, such as utility within a specific platform or ecosystem, and may have no monetary value. Tokens received through the Airdrop are not to be viewed as an investment, and Participant acknowledges that the value, if any, may fluctuate and that no guarantees are made regarding future value, if any. Tokens are not intended to constitute securities of any form, commodities, shares of a company, units in a trust, units in a collective investment scheme or any other financial instrument or form of investment in any jurisdiction. These Terms or any information in relation to the Airdrop or Tokens do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or financial instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by Organizer, Organizer Group, any of its Affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction.

Moreover, Organizer does not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. Organizer is not Participant’s broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to Participant in connection with any trades or other decisions or activities effected by Participant.

Participation in the Airdrop and purchasing digital assets is highly risky and may lead to a total loss of funds. Participant must have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to appreciate the risks involved in participating in the Airdrop or dealing in digital assets. Participant understands and agrees that the value of digital assets can be volatile, and Organizer is not in any way responsible or liable for any losses Participant may incur by participating in the Airdrop. Participant should not take, or refrain from taking, any action based on any information provided by Organizer, Organizer Group or its Affiliates. Before Participant makes any financial, legal, or other decisions involving the Airdrop or Tokens, Participant should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

Neither Organizer, Organizer Group, nor their Affiliates recommend that any cryptocurrencies should be obtained, bought, earned, sold, or held by Participant and neither Organizer, Organizer Group, nor their Affiliates will be held responsible for the decisions Participant makes based on the information provided by them.

7. Covenants. Participant shall not participate in the Airdrop except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, Participant covenants not to:

(a) Participate in the Airdrop in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;

(b) Violate applicable laws or regulations in connection with the registration for, participation in, or any other action related to the Airdrop;

(c) Infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Organizer, its affiliates or any proprietary rights of other third parties in connection with the registration for, participation in, or any other action related to the Airdrop;

(d) Use the Airdrop for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);

(e) Attempt to access the Airdrop without authorization, or connect to the networks of the Airdrop by hacking, password mining, phishing, cracking or any other unlawful or prohibited means;

(f) Use any devices, software or routine programmes to interfere with the Airdrop; or

(g) Forge headers, impersonate, or otherwise manipulate identification, to disguise Participant’s identity or the origin of any messages or transmissions Participant provides to us.

8. Risks.

(a) Participant acknowledges that Sophon incorporates experimental and novel technology and that the use of such technology involves a high degree of risk. There are numerous reasons Sophon could fail in an unexpected way, resulting in the total and absolute loss of Participant’s Tokens or other crypto assets held or locked on in any smart contract on the Ethereum or Sophon Networks, including by way of Participant’s participation in the Farming. Participant hereby agrees that it assumes all risks in connection with its use of Sophon or Ethereum or any smart contract on Ethereum or Sophon in connection with the Airdrop, including by way of Participant’s participation in the Farming, and expressly waives and releases Organizer and its affiliates from any and all liability, claims, causes of action, or damages arising out of or in any way relating to Participant’s participation in the Airdrop, including use of any smart contract on Ethereum or Sophon in connection with the Farming or otherwise.

(b) Participant understands and accepts the risk of operational challenges related to the Airdrop, including any smart contract on Ethereum or Sophon, used in connection with the Farming or otherwise. For example, the relevant smart contracts on Ethereum or Sophon, used in connection with the Farming or otherwise, may experience cyber-attacks, unexpected surges in transaction volume or activity, or other operational or technical difficulties or vulnerabilities that may cause interruptions related to Participant’s locked assets. Participant agrees to accept the risk of any failures of such Ethereum or Sophon smart contracts resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. Participant agrees not to hold Organizer accountable for any related losses.

(c) Participant agrees that Organizer is not responsible for any Tokens or other crypto assets that Participant receives, transfers, holds, stakes, spends, locks, loses, or otherwise uses or misuses in connection with the Airdrop or Sophon, including in connection with Participant’s participation in the Farming.

(d) Legal and regulatory requirements applicable to participation in the Airdrop may vary from jurisdiction to jurisdiction. Participant acknowledges and agrees that it is solely responsible for evaluating the legality of participating in the Airdrop in its jurisdiction. Organizer is not responsible for determining whether or which laws and regulations may apply to Participant or its participation in the Airdrop.

(e) The ability of the website https://sophon.xyz or any sub-URL of such website, including farm.sophon.xyz/ (collectively, the “Website”) to connect with third-party wallet applications or devices is not an endorsement or recommendation to do so by or on behalf of the operators of the Website, and Participant must assume all responsibility for selecting and evaluating and incurring the risks of any bugs, defects, malfunctions or interruptions of any third-party wallet applications or devices Participant directly or indirectly uses in connection with the Website.

(f) The smart contracts on Ethereum or Sophon used in connection with the Airdrop, including in connection with the Farming, are – as other smart contracts on Ethereum or Sophon – a software system that is accessible directly through validator nodes or indirectly through compatible wallet applications (such as the web browser plugin Metamask) which interacts with such a node. Interacting with these smart contracts does not require use of the Website, but the Website may provide a convenient and user-friendly method of reading and displaying data from thes smart contracts and generating standard transaction messages compatible with these smart contracts. The Website does not interact with these smart contracts and does not conduct any transaction on Participant’s behalf. Because the Website does not provide wallet software or validator nodes for the Ethereum network, such software constitutes an essential third party or user dependency without which transactions cannot be exercised. There is no guarantee of the continued operation, maintenance, availability, or security of any of the foregoing or APIs, middleware and servers of third parties.

(g) The number and rate of Sophon points (“SP”) emitted to a farming pool per block is subject to various assumptions and changes which could result in materially different (lower or higher) SP emissions to a pool. The number and rate of SP in relation to a specific pool reflected on the Website are not offers, promises, agreements, guarantees or undertakings on the part of any person or group of persons, and depend on, amongst other things, the results of operation of smart contracts, others’ deposited or boosted assets and the number and rate of SP allocated to other pools (including, without limitation, new pools that may be added which may then affect the SP allocated to existing pools).

(h) The smart contracts on Ethereum or Sophon used in connection with the Airdrop, including in connection with the Farming, may be subject to smart contract audits. However, hackers, individuals, other malicious groups or organizations may attempt and succeed to interfere with any wallet application, the Ethereum network, the Sophon Network or these smart contracts in a variety of ways, such as through malware attacks, denial of service attacks, consensus-based attacks, sybil attacks, griefing, smurfing and spoofing, which may lead to a loss of Participant’s assets. Transactions on the Ethereum or Sophon networks are irreversible. Any tokens Participant utilizes in connection with the Airdrop, including in connection with the Farming, are subject to potential risk of permanent disablement, impairment, loss or forfeiture in the event of any exploits, bugs or malfunctions of these smart contracts or Ethereum or Sophon themselves, and no remedy will be available from any person due to any such damages Participant may suffer in connection with its participation in the Airdrop.

(i) Participant is solely responsible for protecting the data integrity and confidentiality of its private keys and passwords to any wallet applications or devices used in connection with the Website. Participant cannot expect anyone to be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise. If Participant is not able to spend or use tokens due to loss or theft of the corresponding private key or otherwise, Participant will be unable to enjoy the benefits of such tokens.

(j) The tax consequences of participating in the Airdrop or or receiving Tokens may vary by jurisdiction and may be adverse to Participant. Participant accepts the potential tax consequences in its jurisdiction of residence. Participant assumes all risks with respect to undertaking due diligence and investigation into such tax consequences, and nothing on the Website shall be construed to provide Participant with any tax, financial or legal advice.

(k) Blockchains may be subject to “forks”. Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that (a) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol, or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Participant assumes full responsibility to independently remain informed about possible forks, and to manage its own interests and risks in that connection.

(l) The smart contracts on Ethereum or Sophon used in connection with the Airdrop, including in connection with the Farming, and all related facts and circumstances have not been reviewed, approved, endorsed or registered with any regulator or other governmental entity. The creators of these smart contracts are not licensed by any regulator or other authority to provide any legal, financial, accounting, investment or other advice or services.

(m) The regulatory status of cryptographic tokens, blockchain and distributed ledger technology, as well as its applications are unclear or unsettled in many jurisdictions and it is difficult to predict how or whether governments or regulatory agencies may implement changes to law or apply existing regulation with respect to such technology and its applications, including the Airdrop and the Tokens. Any such changes to law or clarifications to existing laws may have a materially adverse effect on Participant and the Airdrop and the Tokens.

9. Disclaimers. To the maximum extent permitted by all applicable laws and regulations, and except as otherwise provided in these Terms, Organizer Group (as defined below) hereby expressly disclaims its liability and shall in no case be liable to Participant or any other person for:

(a) Postponement, suspension and/or abortion of the Airdrop, including to the extent that Participant has permanently locked funds during the Farming;

(b) Any failure, or disruption to, the Airdrop, the Farming, the operations of Organizer or any other technology (including but not limited to smart contract technology) associated therewith, due to any reason, including but not limited to occurrences of hacks, mining attacks (including but not limited to double- spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(c) Any failure, malfunction, virus, error, bug, flaw, defect in the technology connected with or used for affecting Tokens or Participant’s participation in the Airdrop or Farming;

(d) Any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction applicable to Tokens or Participant’s participation in the Airdrop or Farming;

(e) Loss of possession of the credentials for accessing, or loss or destruction of the private keys of, any wallet and/or Participant’s designated wallet addresses, in any manner and to any extent;

(f) Failure to disclose information relating to the progress of the Airdrop or Farming;

(g) Any risks associated with Participant’s participation in the Airdrop or Farming and/or Participant’s use of Tokens;

(h) All other risks, direct, indirect or ancillary, whether in relation to Participant’s participation in the Airdrop or Farming and/or Participant’s use of Tokens which are not specifically or explicitly contained in or stated in these Terms; and

(i) Any failure to obtain any Tokens in the Airdrop, including by way of participation in the Farming.

For the purposes of these Terms “Organizer Group” means Organizer and each of its Affiliates. “Affiliate” with respect to any person, means any other person directly or indirectly controlling, controlled by or under common control with such person and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors; and with respect to Organizer, means any other person directly or indirectly controlling, controlled by or under common control with such person and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors.

10. Intellectual Property. Participant acknowledges and agrees that all intellectual property rights of the Organizer, the Organizer Group or its Affiliates, including, but not limited to, any works of authorship, trademarks, logos, content, features or functionality, and other intellectual property owned or licensed by those parties,, are the sole property of the Organizer, the Organizer Group and/or its Affiliates or their respective licensors.

11. Token Terms and Conditions. These Terms are separate and distinct from any terms and conditions related or governing Tokens, including the whitepapers, the publications in relation to Tokens, and/or any news, update or articles, as published or released on the website of the Organizer, any member of the Organizer Group, their Affiliates or of the official website of Tokens (the “Publications”). To the extent any inconsistency exists between these Terms and the Publications, these Terms shall prevail to the extent of the inconsistency.

12. Limitation of Liability. To the maximum extent permitted by all applicable laws and regulations, Organizer Group and the Indemnified Persons (as defined below) 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 Participant’s participation in the Airdrop. Without prejudice to the foregoing, Participant hereby agrees that the aggregate liability of the members of the Organizer Group, in tort, contract or otherwise, arising out of or in connection with Participant’s participation in the Airdrop or Farming shall in any event be limited to EUR 1.00. Participant hereby agrees to waive all rights to assert any claims against Organizer Group and/or the Indemnified Persons under such applicable laws, regulations and rules.

13. Indemnification. To the maximum extent permitted by all applicable laws and regulations, Participant agrees to indemnify and hold harmless Organizer, Organizer Group, their Affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors (the “Indemnified Persons”) from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) Participant’s use of, or conduct in connection with, the Airdrop or the Farming, (ii) Participant’s breach of any representation, warranty, covenant or other obligation under these Terms; or (iii) Participant’s violation of any applicable law, regulation, or rights of any third party.

Notwithstanding the foregoing, the Indemnified Persons will have the right, in their sole discretion, to control any action or proceeding and to determine whether such Indemnified Person wishes to settle, and if so, on what terms.

Participant’s obligations under this Section 13 will continue even after these Terms have expired or been terminated.

14. Governing Law and Dispute Resolution. These Terms, the Airdrop and Tokens shall be governed by, and construed in accordance with, the laws of the British Virgin Islands, without regard for any conflict of laws principles.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, as well as the Airdrop and Tokens, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this Section 14. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitration shall be English. Participant agrees to submit all disputes between Participant and Organizer to individual binding arbitration.

If a dispute must be arbitrated, Participant must start arbitration of the dispute within one (1) year from when the dispute first arose. If applicable law requires Participant to bring a claim for a dispute sooner than one (1) year after the dispute first arose, Participant must start arbitration in that earlier time period. Organizer encourages Participant to tell Organizer about a dispute as soon as possible so the parties can work to resolve it in good faith. The failure to provide timely notice will bar all claims.

14. General Provisions.

(a) Waivers. For a waiver to be deemed effective, the waiver must be in a writing signed by Organizer. No waiver by Organizer of any term or condition set out in thee Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Organizer to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

(b) Cumulative Rights. The rights and remedies of the parties under these Terms are cumulative, and each party may exercise any of its rights and enforce any of its remedies under these Terms, along with all other rights and remedies available to it at law, in equity, or otherwise.

(c) Severability. If any provision of these Terms is declared to be invalid, illegal, or unenforceable by a court of competent jurisdiction, then the validity, legality, and enforceability of the remaining provisions contained herein will not be affected thereby, and the remainder of the provisions of these Terms will remain valid, legal, and enforceable to the fullest extent permitted by law.

(d) Force Majeure. Organizer will have no liability for any failure or delay resulting from any condition beyond its reasonable control, including, without limitation, governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, power failures, equipment failures, and Internet or blockchain network disturbances.

(e) Successors and Assigns. Participant may not transfer or assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, and any such attempted assignment will be void. Organizer reserves the right to freely transfer or assign these Terms, as well as the rights and obligations hereunder, to any third party at any time without Participant’s consent and prior notice to Participant.

(f) Relationship of the Parties. Nothing contained in these Terms will constitute Participant and Organizer as members of any partnership, joint venture, association, syndicate, unincorporated business, or similar assignment as a result of or by virtue of the relationship established by these Terms.

(g) Third-Party Beneficiaries. Organizer designates its affiliates as third-party beneficiaries having the right to enforce these Terms. No other person will assert any rights as a third-party beneficiary hereunder.

(h) Termination and Amendments. Organizer reserves the right to modify, suspend, or terminate the Airdrop or these Terms, at any time, with or without prior notice to Participant. Participant waives any right it may have to receive specific notice of such termination, modifications or revisions. The most current version of these Terms will be posted on the Website. Any modifications or revisions will be effective immediately upon posting the modifications or revisions to the Website. If Participant continues to participate in the Airdrop following the posting of a revised version of these Terms, Participant is signifying that it accepts and agrees to the changes.

(i) Entire Agreement. These Terms constitute the entire agreement between Participant and Organizer, and supersedes all previous communications, understandings, representations, warranties, or agreements, whether written or oral, with respect to the subject matter hereof.