PLATFORM SERVICES AGREEMENT

THIS SERVICES AGREEMENT REGULATES YOUR ACCESS TO THE SERVICES AND YOUR PARTICIPATION IN THE STAKING PROCESS VIA THE ONLINE TOOLS. PLEASE READ THESE TERMS CAREFULLY BEFORE CONTINUING TO RECEIVE SERVICES AND TO PARTICIPATE IN THE STAKING PROCESS.

Participation in the Staking Transactions involves some risks. There are risks which apply to (i) the staking process; (ii) the operation of the Platform (which include risks relating to Blockchain and Software Risks, Security Risks and Risks Relating to the development of the Platform) on which the Staking Transactions are conducted; and (iii) risks relating to the business. Refer to Exhibit 2 for more information on certain of these risks.

  1. BACKGROUND

    1. We (as defined herein) operate a blockchain-based platform, on which, among other things, users can conduct staking transactions using the Tokens

    2. We facilitate the provisions of certain services in relation to such transactions.

  2. GENERAL

    1. You acknowledge and agree that You have read, understood, accepted and agreed to be bound by the terms of this Services Agreement.

    2. You acknowledge and agree that if You do not agree to this Services Agreement, then We do not grant You and do not intend for You to:

      1. have any right to be a Platform Participant.

      2. in any way access or use any content and/or functionality of the Online Tools to participate in the Staking Process.

    3. You re-affirm that:

      1. Your access to the Online Tools is strictly subject to the Platform Terms of Use; and

      2. You have read, understood, accepted and agreed to be bound by the Platform Terms of Use.

  3. PARTIES

    1. Corporate Details: Indorse Pte Ltd is a company limited by shares incorporated in Singapore Kong with registration number 201714808R. (“We”, “Our”, “Us”). Our registered address is #35-16, 10 Anson Road, International Plaza, Singapore 079903.

    2. Sole Obligor: We are the sole obligor in respect of the provisions of the services under this Agreement. None of our holding companies, subsidiaries or Affiliates have any obligations to You under this Services Agreement.

    3. Natural Person: You are the natural person who is presently visiting The Site in Your own individual capacity and/or on behalf of a Person that You represent, in each case, as a Platform Participant and which has agreed to be bound by this Services Agreement (“You”, “Your”, “Yours”).

  4. AUTHORIZATION TO PROVIDE THE SERVICES

    1. You hereby authorize Us and/or have deemed to authorize Us, in our capacity as provider of the Services to process such transactions as are necessary and incidental to the Staking Process.

  5. APPLICABILITY

    1. Scope of this Services Agreement: You acknowledge and agree that:

      1. this Services Agreement strictly governs Your actions as a Platform Participant; and

      2. You shall at all times strictly comply with its terms when being a Platform Participant.

    2. Agreements: By being a Platform Participant, You unconditionally acknowledge and agree that You have accepted and at all times shall comply with:

      1. this Services Agreement;

      2. the Platform Privacy Policy; and

      3. the Platform Terms of Use.

    3. Non-acceptance: If You do not accept and agree to this Services Agreement, You unconditionally acknowledge and agree that:

      1. You have no rights whatsoever to use the Platform; and

      2. You must immediately exit from the Online Tools.

  6. CONFLICT

    1. Conflict with Smart Contract: In the event of any conflict between this Services Agreement and the Smart Contract, the order of priority shall be:

      1. this Services Agreement; and

      2. the Smart Contract.

  7. RIGHT TO USE AS A PLATFORM PARTICIPANT

    1. Use Right: Subject to Your continuing compliance with this Services Agreement, the Platform Terms of Use and the Platform Privacy Policy, You are granted a revocable, royalty-free, non-exclusive, non-transferable licence to use the Online Tools as a Platform Participant.

    2. Eligibility Criteria: You acknowledge and agree that We may impose eligibility criteria to access certain functionality in respect of access to the Platform (such as holding of a minimum number of Tokens or completion of KYC procedures) which may require You to incur additional time and money costs.

    3. Compliance-Related Conditionality: Your being a Platform Participant (including Your use of the Online Tools to access the Platform) is strictly conditional on You ensuring that You shall not (and shall not cause or permit anyone else to) breach:

      1. the Platform Privacy Policy;

      2. the Platform Terms of Use;

      3. this Services Agreement; and/or

      4. Applicable Law.

  8. PLATFORM PARTICIPANT CONFIRMATIONS – BASIC WARRANTIES

    1. Capacity/Authority: You warrant and represent to Us as at the at the Services Agreement Date and at all times that You are a Platform Participant that:

      1. You have the necessary authority and consent to accept this Services Agreement, to enter into a binding agreement with Us and to be a Platform Participant;

      2. If You are an individual, You are at least 18 years old and of sufficient legal age and capacity to be a Platform Participant

      3. If You are an entity:

        1. You are duly incorporated and/or organised, validly existing and in good standing under the laws of Your domiciliary jurisdiction and each jurisdiction where You conduct business; and

        2. being a Platform Participant does not breach Your constitutional documents;

      4. No Conflict: Your entry into this Services Agreement and Your being a Platform Participant shall not:

        1. breach any provision of any judgment, decree or order imposed on You by any court or governmental or regulatory authority; and/or

        2. require any consents, waivers, approvals or other action from any governmental or regulatory authority of any kind.

      5. Regulatory Matters: You are and shall remain in compliance with:

        1. the Securities Law Representations;

        2. the Sanctions Law Representations;

        3. the AML Representations; and

        4. all other Applicable Laws.

      6. Token-related matters: You are the legal owner of any Tokens that You use in the Staking Process.

  9. PLATFORM PARTICIPANT CONFIRMATIONS- GENERAL

    1. General Confirmations: You warrant and represent to Us as at the Services Agreement Date and at all times that You are a Platform Participant that:

      1. Reading of Background Materials: You have read and understand:

        1. this Services Agreement (including all Exhibits).

        2. the latest version of the Light Paper; and

        3. the risk factors in respect of the Staking Process set out in Exhibit 2.

      2. Sufficient Information: You have obtained sufficient information about Us, the Staking Process, the Platform and the Staking Procedures to make an informed decision to be a Platform Participant.

      3. Sufficient Industry Knowledge: You have sufficient knowledge and experience in business and financial matters and matters relating to being a Platform Participant, including a sufficient understanding of:

        1. staking transactions generally and the Staking Process;

        2. blockchain, cryptographic tokens and other digital assets;

        3. public keys and private keys;

        4. smart contracts and their equivalent;

        5. token storage mechanisms (such as digital wallets of different kinds);

        6. software systems based on blockchain-technology; and

        7. consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems

      4. Sufficient Understanding of the Nature of the Tokens: You acknowledge that the Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, in relation to a Staking Transaction, except for those which are specifically described in the Light Paper and which may change from time to time.

      5. Risk of Loss: You are able to bear the risks of participation in the Staking Process including liability to Us (as defined in Clause 16 (Indemnification)) and others for Your acts and omissions, including any acts or omissions constituting a breach of this Services Agreement.

      6. No Solicitation: You acknowledge and agree that: Neither the Light Paper nor these Additional Platform Terms

        1. constitute a prospectus or offering document of any kind;

        2. are intended to be a solicitation for investment or an offering of securities in any jurisdiction; or

        3. are intended to constitute the basis for an investment decision.

  10. PLATFORM PARTICIPANT CONFIRMATIONS – STAKING PROCEDURES

    1. Confirmation of Staking Procedures : You warrant and represent to Us as at the Services Agreement Date and at all times until You are a Platform Participant that:

      1. You have read and understood the information about the Staking Procedures, including details regarding the timing, process and the conditions to being a Platform Participant; and

      2. You will not participate in Staking Transactions with a view to exploiting any loopholes on the Platform or to engage in price manipulation of any kind.

    2. Consequences of Failure to Comply: You warrant and represent to Us as at the Services Agreement Date and at all times that You are a Platform Participant that:

      1. You are in agreement with the Staking Procedures; and

      2. Your failure to follow the Staking Procedures may result in Your being unable to participate in the Staking Process.

    3. Finality of Our decision: You also acknowledge and agree that We reserve the right to refuse Your request to be a Platform Participant at Our sole discretion.

    4. Reliance on instructions: We shall be entitled (without enquiry) to rely on and act in accordance with any written or electronic notice, instrument or instruction provided to Us by a Platform Participant and to rely on the accuracy of any facts and circumstances detailed therein which We believe to be:

      1. genuine; and

      2. signed or presented by the proper party or parties duly authorised to do so.

    5. Important Notice: We shall communicate material information on the Staking Process through an Important Notice(s).

  11. PLATFORM PARTICIPANT CONFIRMATIONS – TAX ASPECTS OF THE STAKING PROCESS

    1. Uncertain Tax Regime for You: You acknowledge and agree that the tax treatment of the Staking Process is uncertain and evolving and that:

      1. Your entry into this Services Agreement, actions as a Platform Participant and/or participation in the Staking Process could require You to suffer adverse tax consequences in a number of jurisdictions;

      2. Any payment by You under this Services Agreement will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by Applicable Law; and

      3. You shall be obliged to make gross-up payments to cover any deduction or withholding made by You under Applicable Law.

    2. Sole Responsibility for Tax Compliance: You acknowledge and agree that You shall be solely responsible for complying with any tax obligations arising from Your entry into this Services Agreement and Your being a Platform Participant including:

      1. determining what taxes may apply to Your being a Platform Participant including, for example, sales, use, value-added and similar taxes; and

      2. complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to Your being a Platform Participant.

  12. PLATFORM PARTICIPANT UNDERTAKINGS – REQUEST FOR ADDITIONAL INFORMATION

    1. Compliance with Laws: You acknowledge and agree and undertake that You will provide Us or Our nominee with such information as We may deem necessary or appropriate in order to maintain compliance with Applicable Law including:

      1. any anti-money laundering laws and any "Know Your Customer" requirements; and

      2. to address any actual inquiries or inquiries that We may (at Our sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.

    2. Request for Documents: You acknowledge and agree that such information or documents may include:

      1. identity documents such as passports, driver's licenses, utility bills, other government-issued IDs and photographs;

      2. (for non-individuals) incorporation or notarised formation documents; and

      3. supporting documentation to confirm Your compliance with Applicable Laws.

    3. Request for Notarised Documents: You acknowledge and agree that We may require attested or notarised copies of any documents listed in this Clause 12.

  13. FEES

    1. Fees Due from Successful Platform Participants: If we elect to charge certain fees for the performance of Our role under this Services Agreement, we shall notify You through an Important Notice.

  14. PLATFORM PARTICIPANT CONFIRMATIONS – OUR GENERAL ROLE

    1. Obligations as per the Services Agreement: We do not have any obligations to the You in respect of the Staking Process except as set out in this Services Agreement.

    2. Degree of care: We shall not be under any duty to give any property held by Us hereunder any greater degree of care than We gives to our own similar property.

    3. No Implied Duties: This Services Agreement expressly sets forth all of Our duties as provider of Services including in respect of the Staking Process. We shall not be bound by the provisions of any other agreement except this Services Agreement and no implied duties or obligations in relation to Us shall be read into this Services Agreement.

    4. Independent Contracting Parties: You acknowledge and agree that You and We are independent contracting parties, and therefore, except as specifically provided herein:

      1. neither of us is an agent or fiduciary of the other;

      2. neither of us has the authority to bind the other; and

      3. Your actions as a Platform Participant do not create any form of partnership, joint venture, franchise or any other similar relationship between Us and You.

    5. No Third Party Involvement: You acknowledge and agree that:

      1. No third-party service provider or third-party website is allowed or has been in any way supported, engaged, authorised or endorsed by Us in connection with the Staking Process; and

      2. We have no relationship in any way with any such third party.

    6. Not a Financial Institution or Intermediary: You acknowledge and agree that We:

      1. are not a financial institution and are not licensed by or under the supervision of any financial supervisory authority; and

      2. do not provide any licensed financial services such as investment services, capital raising, fund management or investment advice

    7. No advice from us: You acknowledge and agree that in relation to any transactions comprising the Staking Process, You are not:

      1. receiving financial advice from Us; or

      2. any legal, accounting, regulatory, tax or other technical advice from Us.

    8. No fiduciary obligation: You acknowledge and agree that in relation to the Staking Process, We are not:

      1. acting in any fiduciary capacity;

      2. assuming or will assume an advisory or fiduciary responsibility in favour of You or any other transaction participants;

    9. Conflicts of interest: You acknowledge and agree that:

      1. We are engaged in a broad range of transactions in the blockchain industry that involve interests that differ from You and other Platform Participants; and

      2. Any business transactions that we enter into under this Services Agreement including Staking Transactions are on an arms-length basis.

  15. OUR LIABILITY

    1. Liability: We shall not be liable to any party for any mistake of fact, error of judgment or act or omission by Us of any kind unless caused by Our wilful misconduct.

    2. Online Tool Unavailability: In this Clause 15, “Online Tool Unavailability” shall refer to any inability to be a Platform Participant as a result of an inability to access the Online Tools in part or in full for any reason including as a result of:

      1. inability to access or use the material, information, software, facilities, services or content on the Online Tools;

      2. abnormal and unforeseen circumstances beyond Our control, including phone and internet network failures;

      3. You being out of mobile or internet coverage; and /or

      4. the occurrence of a Regulatory Event.

    3. No Liability for Loss or Damages: We shall not be liable to You for any loss or damage of any nature howsoever, whether direct, indirect or consequential, which is caused or arising out of or in connection with:

      1. Your inability to be a Platform Participant including as a result of Online Tool Unavailability; and/or

      2. any change of the value (if it is ever attributed to it) of any Tokens or other digital assets used or acquired directly or indirectly in the Staking Process.

    4. Release of Liability: You acknowledge and agree that We shall not be liable to You for and You irrevocably release Us from all liability whatsoever (irrespective of the basis upon which the liability is claimed) for any damages, liability or losses arising out of or in connection with:

      1. Your inability to be a Platform Participant including as a result of Online Tool Unavailability; and/or

      2. any transaction or relationship between You and any Third Party provider, including where such transaction or relationship is associated with the ability to be a Platform Participant including through the provision of the Online Tools.

    5. No Liability for Circumstances Beyond Our Control: You shall not have any claim of any nature whatsoever against Us for any failure or delay by Us to carry out any of Our obligations herein as a result of causes beyond Our control, including:

      1. as a direct or indirect result of a Force Majeure Event; or

      2. an act of state or government including regulatory action imposed, any delay in securing any permit, consent or approval required by Us, to provide the Platform;

      3. the occurrence of a Regulatory Event; or

      4. any other cause whatsoever beyond Our absolute and direct control.

    6. Consumer law: The limitations and disclaimer in this Clause 15 do not purport to limit Our liability or alter Your rights as a consumer in any manner impermissible under Applicable Law.

    7. Affiliates: You acknowledge and agree that for the purposes of this Clause 15, We shall be deemed to include Us, Our Affiliates and the employees, agents, directors, shareholders and officers of Us and Our Affiliates.

  16. INDEMNITY IN FAVOUR OF US

    1. Indemnity: You acknowledge and agree that You shall fully indemnify Us from and against any and all claims and/or losses of whatever nature suffered, sustained or incurred, arising out of or in connection with:

      1. Your breach of this Services Agreement; and

      2. Your being a Platform Participant, other than liabilities incurred by Us directly as a result of our gross negligence or wilful misconduct.

    2. Affiliates: For the purposes of Clause 16.1, We shall be deemed to include Us, Our Affiliates and the employees, agents, directors, shareholders and officers of Us and Our Affiliates.

  17. TERMINATION

    1. Deletion by You: You may cease to be a Platform Participant at any time in accordance with the Platform Terms of Use.

    2. Deletion by Us: We may, in Our sole and absolute discretion and at any time, terminate or procure the termination of Your ability to be a Platform Participant if:

      1. a Regulatory Event occurs;

      2. if We believe that You are a Restricted Person; or

      3. You breach the Platform Terms of Use, the Platform Privacy Policy and/or this Services Agreement.

    3. Consequences of termination on accrued rights and obligations: Upon Your ceasing to be a Platform Participant (whether through actions taken by You or by Us or as We otherwise procure), this Services Agreement stands terminated save in respect of any accrued rights and obligations.

  18. GENERAL PROVISIONS

    1. Media References: You acknowledge and agree that You shall not refer to Us, Our Affiliates or Our licensors in any public media for any purposes.

    2. Revisions to this Services Agreement: You acknowledge and agree that We may revise this Services Agreement at any time so it is Your responsibility to review the Services Agreement for updates each time You access the Platform.

    3. Consequences of Continued Use: Your continued role as a Platform Participant shall be deemed an acceptance by You of the terms of this Services Agreement as revised from time to time pursuant to Clause 18.2.

    4. Relevant Legal Information: You will be able to view, and You agree to check each time You access the Platform, the current version of this Services Agreement within The Site by clicking the “Services Agreement” link at the bottom of the page at the bottom of the landing page of The Site.

    5. Acknowledgment of Reliance: You acknowledge and agree that We can and will rely on the warranties, representations and undertakings You provide to Us in Clauses 8 to 14 inclusive.

    6. Suspension of Your Access: We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Platform (including through procuring the termination of Your access to the Online Tools) (or any part thereof) which may affect Your ability to be a Platform Participant.

    7. Entire Agreement: This Services Agreement constitutes the entire agreement between You and Us:

      1. relating to Your being a Platform Participant to the exclusion of all other terms and conditions, and any prior written or oral agreement between both parties; and

      2. save in respect of Your use of the Online Tools to be a Platform Participant which, as set out in the Platform Terms of Use, shall be governed by the Platform Terms of Use.

    8. No Rights against Affiliates: You acknowledge and agree that this Services Agreement does not create any rights that are enforceable against any of Our Affiliates.

    9. Assignment and Novation by You: You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under this Services Agreement without Our prior written approval

    10. Assignment and Novation by Us: We may assign, transfer or deal in any way with Our rights under this Services Agreement including to an Affiliate or any Third Party.

    11. Failure or Delay: No failure to exercise, nor any delay in exercising, any right, power or remedy under this Services Agreement shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.

    12. Waiver: Any waiver of any breach of this Services Agreement shall not be deemed to be a waiver of any subsequent breach.

    13. Illegality: If any provision of this Services Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, this Services Agreement shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

    14. Deemed Modification Not Possible: Where the deemed modification in Clause 18.13 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of this Services Agreement shall still remain in full force and effect.

    15. No Rights for Third Parties: Except as expressly stated herein, this Services Agreement does not create any rights that are enforceable by any Third Parties. You acknowledge and agree that only the following Persons have rights under this Services Agreement:

      1. You; and

      2. Us and Our Affiliates.

    16. Notices to Us: All notices under this Services Agreement shall be in writing and shall be delivered by email to the party due to receive it at the party’s designated email address. In Our case, please send it to info@indorse.io.

    17. Notices By Us: If We decide, in Our sole discretion, to make any information publicly available to Platform Participants in connection with the matters described in this Services Agreement, We shall do so through an Important Notice.

    18. English Language: This Services Agreement is drawn up in the English language and the English language version of the same shall always prevail over any translation. This Services Agreement shall be construed, interpreted and administered in English.

    19. Governing Law: This Services Agreement and any dispute or claim arising out of, or in connection with, it (including non-contractual disputes or claims) is governed by and shall be construed in accordance with Singapore law.

    20. Arbitration: Any dispute arising out of or in connection with this Services Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause and the following shall apply:

      1. each party agrees that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules;

      2. the seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be English;

      3. the parties agree that any document in an action may be served by being delivered to or left for that Party at its address for service of notices as may be communicated from time to time; and

      4. each party agrees to notify the other parties in advance of any change of the details of such address in accordance with the manner prescribed for service of notices herein.

    21. No Class Action Rights: Any dispute is personal to You and Us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which any individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

  19. INTERPRETATION

    1. In this Services Agreement, the following rules of interpretation shall apply:

      1. except where expressly indicated otherwise, references to exhibits are references to the exhibits of this Services Agreement;

      2. a reference to a numbered Clause or Paragraph is a reference to the clause or paragraph of this Services Agreement;

      3. the word “including” and its other grammatical forms shall be construed without any limitation;

      4. headings in this Services Agreement (including headings of sub-clauses) are for convenience only and do not affect the construction or interpretation of this Services Agreement;

      5. a reference to a party shall include that party’s successors and permitted assigns;

      6. any reference to this Services Agreement includes the exhibits to it, each of which forms part of this Services Agreement for all purposes;

      7. the singular includes the plural and vice versa and reference to any gender includes a reference to all other genders;

      8. references in this Services Agreement to any English legal term, English statute or enactment shall be deemed to include any equivalent or analogous terms, or laws or rules, respectively, in any other jurisdiction; and

      9. references in this Services Agreement shall be deemed to be references to this Services Agreement as may from time to time be amended, varied, supplemented, substituted, novated or assigned.

  20. DEFINITIONS

    1. In this Services Agreement, the defined terms set out below shall have the meaning ascribed to them herein.

    2. “Affiliate” means any entity that is Controlled by a Person or under common Control of that Person.

    3. "AML Representations" means the representations and warranties pertaining to anti-money laundering and "know your client" laws set out in Part C of Exhibit 1.

    4. “Applicable Law” means all national, state, local, municipal legislation, regulations, statutes, by-laws, approvals and/or other laws and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to, or connected with, the activities contemplated under this Services Agreement wherever so located or performed.

    5. “Control” means the:

      1. ownership or control (whether directly or indirectly) of more than 50 percent of the voting share capital of the relevant entity;

      2. ability to direct the casting of more than 50 percent of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or

      3. right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters,

        and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning;

    6. “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under this Services Agreement (e.g. acts of God, civil unrest, political situations, pandemics etc.).

    7. "Important Notice" means a notice accessible at The Site by clicking the "Important Notice" link at the bottom of the landing page of The Site.

    8. "Light Paper" means the document describing the Platform, the Staking Process, the Staking Transactions and functionality of the Tokens in relation to the Staking Transactions (as may be amended from time to time) and available on The Site.

    9. “Online Tools” means The Site.

    10. “Person” means a legal person, a firm, a body corporate, an unincorporated association, or an authority and such entities’ legal successors or an individual.

    11. “Platform” means the digital platform which is maintained for the provision of services under this Services Agreement including the conduct of the Staking Process.

    12. “Platform Participant” means any natural person who has visited The Site or the Person that they are authorised to represent and:

      1. who has used the Online Tools (including downloading, accessing, browsing, viewing or registering to use and utilising in any manner (as the case may be) either directly or indirectly; and/or

      2. who has participated in the Staking Process.

    13. “Platform Privacy Policy” means the privacy & cookie policy in respect of the Online Tools, as amended from time to time accessible by clicking the "Privacy Policy" link at the bottom of the landing page of The Site.

    14. “Platform Terms of Use” shall means the terms of use of the Online Tools, as amended from time to time accessible by clicking the "Terms of Use" link at the bottom of the landing page of The Site.

    15. “Regulatory Event” means actual action taken, or potential action that We (in Our sole discretion) expect to be taken, by a court or regulatory authority in any jurisdictions in relation to the Staking Process, the Platform, the Tokens and all related matters.

    16. "Restricted Person" means a user of the Platform who is unable or unwilling to give any of the Securities Law Representations, the Sanctions Law Representations and/or the AML Representations.

    17. Sanctions Law Representations" means the representations and warranties pertaining to sanctions laws set out in Part B of Exhibit 1.

    18. Securities Law Representations" means the representations and warranties pertaining to securities laws set out in Part A of Exhibit 1.

    19. Services” means any services that We may choose to offer via the Platform.

    20. Services Agreement” means this agreement as amended from time to time.

    21. Services Agreement Date” means the date You confirm Your acceptance of this Services Agreement (and the Exhibits hereto), whether through electronic or other means.

    22. Smart Contract” means the blockchain-based electronic protocol used to facilitate the Staking Process.

    23. Staking Procedures” means the procedures in respect of the Staking Process that We notify from time to time through an Important Notice.

    24. Staking Process” means the process of staking as described in the Light Paper.

    25. Token” shall mean the digital tokens issued by Us which can be used in the Staking Process, as further described in the Light Paper.

    26. The Site” means the website at https://ecosystem.indorse.io/

    27. Third Party” means a natural person or legal entity who is neither You nor Us.

    28. Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.


EXHIBIT 1 – REPRESENTATIONS

  1. PART A - SECURITIES LAW REPRESENTATIONS

    1. You acknowledge and agree and undertake that:

      1. You are familiar with all related regulations in the specific jurisdiction in which You are based and that Your actions as Platform Participant including acquiring cryptographic Tokens (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;

        1. You agree and acknowledge that no regulatory authority has examined or approved of the information set out in the Light Paper or any other material in connection with the Platform, the Staking Transactions or the Token;

      2. You will not use the Token including in connection with a Staking Transaction if such use would constitute a public offering of the Token in any country or jurisdiction where action for that purpose is required;

      3. You confirm that the distribution or dissemination of the Light Paper, any part thereof or any copy thereof, or any actions by You as a Platform Participant including use of the Tokens, 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 risk without liability to Us;

      4. You will also ensure that no obligations are imposed on Us in any such jurisdiction as a result of any of the actions taken by You in Clause 1.1.4 above; and

      5. We will have no responsibility for and You will obtain any consent, approval or permission required by You for, Your actions as a Platform Participant including the acquisition, offer, sale or delivery by You of the Token under the laws and regulations in force in any jurisdiction to which You are subject or in or from which You access the Platform.

    2. You acknowledge and agree the following jurisdiction-specific restrictions:

      1. United States: You are not located or resident in the United States. In addition, the Tokens have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Tokens have been offered and sold outside the United States in “offshore transactions” as that term is defined in, and in reliance on, Regulation S of the U.S. Securities Act. The Tokens have not been recommended by any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the Whitepaper.

      2. People’s Republic of China: You are not:

        1. a citizen or resident (tax or otherwise) of the People's Republic of China (“PRC");

        2. a natural person residing in the PRC; or

        3. any entity organized or incorporated under the laws of the PRC.

      3. Singapore: You understand and acknowledge that users of this Platform are hereby notified that nothing in the Platform constitutes or shall be deemed to constitute:

        1. an offer to provide, or an advertisement containing any offer to provide, to the public in Singapore or any section of the public in Singapore, any type of payment service in the Republic of Singapore or elsewhere;

        2. the making of an offer or invitation, or an advertisement containing any offer or invitation, to the public in the Republic of Singapore or any section of the public in the Republic of Singapore, to enter into any agreement relating to the provision by any person of any type of payment service, whether in Singapore or elsewhere.

          For the avoidance of doubt, reference to providing a payment service to persons in Republic of Singapore in the preceding sentence shall include, without limitation: (i) e-money or any digital payment token being available for purchase or other acquisition by persons in Republic of Singapore; (ii) e-money denominated in Singapore dollars being available for purchase or other acquisition; and (iii) the facilitation of the exchange of digital payment tokens for Singapore dollars.

          You confirm that You understand and agree that the Light Paper (and the white paper issued at the time of the initial issue of the Tokens by Us) has not been and will not be registered as a prospectus with the Monetary Authority of Singapore.

          You confirm that You understand and agree that neither We nor the Platform have been or are proposed to be registered with the Monetary Authority of Singapore and/or licensed under the Singapore Payment Services Act.

  2. PART B - SANCTIONS LAW REPRESENTATIONS

    1. You acknowledge and agree that:

      1. You are not:

        1. currently subject to any U.S. sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC'), the United Nations Security Council, the European Union, the United Kingdom or other relevant sanctions authority (collectively, "Sanctions"); nor

        2. located, organized or resident in a country or territory that is the subject of Sanctions;

      2. You are not listed in any list of sanctioned persons including those maintained under the Sanctions including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;

      3. You are not directly or indirectly owned or controlled by any Person subject to Clauses 2.1.1 and 2.1.2 above; and

      4. “You” in this Clause 2.1 includes, if You are not a natural person, You and any of Your subsidiaries or, to Your knowledge any director, officer, or employee of You or Your subsidiaries.

    2. You:

      1. represent and covenant that You will not use the proceeds of the sale of any Tokens and will not, directly or indirectly, use, lend, contribute or otherwise make available such proceeds to any of Your subsidiaries, joint venture partners or other Person (A) for the purpose of funding or facilitating any activities or business of or with any Person or in any country that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the acquisition of Tokens as adviser or otherwise); and

      2. acknowledge and agree that none of the use of the Tokens, the execution, delivery and performance of this Services Agreement, the consummation of any other transaction contemplated under this Services Agreement will result in a violation by You or Your subsidiary of any of the Sanctions.

  3. PART C - AML REPRESENTATIONS

    1. You undertake that You are not acquiring the Tokens through the proceeds of any illegal activity, including money laundering and the financing of terrorism.

    2. You confirm that:

      1. You shall comply with all laws relating to anti-money laundering and countering the financing of terrorism including all applicable statutes of all jurisdictions in which You are located, resident, organized or operate, and/or to which You may otherwise be subject and the rules and regulations thereunder (collectively, the "Money Laundering Laws"); and/or

      2. no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You or any of Your Affiliates with respect to the Money Laundering Laws is pending or, to the best of Your knowledge (after due and careful enquiry), threatened.


EXHIBIT 2 – RISK FACTORS

Participation in the Staking Transactions involves some risks. There are risks which apply to (i) the staking process; (ii) the operation of the Platform (which include risks relating to Blockchain and Software Risks, Security Risks and Risks Relating to the development of the Platform) on which the Staking Transactions are conducted; and (iii) risks relating to the business.

You should carefully consider the following information about these risks before You decide to participate in staking transactions. If any of the following risks actually occurs, it could have a material, adverse effect on Your expected returns from the Staking Transactions.

We have described the risks and uncertainties that We believe are material, but these risks and uncertainties may not be the only ones the parties ultimately face. Additional risks and uncertainties, including those We are currently not aware of or deem immaterial, may also have a material, adverse effect on the Staking Transactions, the Platform, the Tokens and to Us as business.

  1. RISKS CONNECTED TO THE STAKING TRANSACTIONS

    1. Risks Relating to the Earning of Rewards: You may not receive the expected rewards from the Staking Transactions for a number of reasons such as:

      1. Calculation matters: While We have set out a table of expected rewards in the Light Paper (and the indicative rewards available for a particular Staking Transaction will be set out on Your dashboard), this is based purely on an estimation and there can be no assurance of the final amount that You will receive. Among other things, the number of “Inflation Tokens” (as described in the Light Paper) that we have reserved for the purpose of the reward payouts based on our internal calculations is based on certain assumptions which may prove to be incorrect. The number of Inflation Tokens is also capped every month. In addition, Your payout rewards may be reduced to zero if You withdraw Your Tokens from the Staking Process prior to the end of the agreed term of the staking period.

      2. Other matters: The amount of payout rewards that You receive may be reduced by [any fees that we have to charge] in connection with the transmission of the reward tokens to You. In addition, You are also reminded that You may be liable to pay amounts to Us under the indemnity obligations set out herein. In addition, there may be a delay in the distribution of any payout rewards and the staked Tokens to You at the end of the Staking Transaction for reasons that are not in Our control. We may also be unable to distribute the payout rewards to You in time or at all if we are subject to a Regulatory Event or believe that You are a Restricted Person. You must also actively claim any rewards that You are eligible for otherwise they will stand forfeited.

    2. Risks Relating to Eligibility Criteria: Your purchase of the Tokens may not automatically entitle You to participate in Staking Transactions. You may have to comply with certain eligibility criteria to participate in Staking Transactions including committing a certain minimum number of Tokens to the Staking Transactions.

    3. Risks Relating to the Use of Tokens in the Staking Process: The Staking Process will require You to deposit certain of the Tokens on the Platform for a period of time with rewards being generated by the Platform in the form of Tokens. Therefore, Tokens are integral to the Staking Process and the use of Tokens presents certain additional risks:

      1. Purchase and Sale of Tokens: You may have acquired Tokens from us in our initial token sale. You can also acquire Tokens from Third Parties through cryptographic exchanges or secondary markets. However, there can be no assurance that You will be able acquire the Tokens in Your preferred quantity or price or at the time that You prefer including for the reasons set out below.

        1. Price: The prices of several digital tokens have historically been subject to dramatic fluctuations and are highly volatile. As relatively new products and technologies, blockchain-based assets are not as widely accepted as fiat as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any Tokens may decline below the price paid. The valuation of digital Tokens in a secondary market is usually not transparent, and highly speculative. For the purpose of the Staking Transactions, We plan to set the price of the Token by reference to the price set out in a price-tracking website that has wide international adoption, However, they can be no assurance that the price discovery mechanisms adopted for such price-tracking websites are fit for purpose.

        2. Liquidity: There may be no active or liquid market for the Tokens, and their price may be highly volatile. If a liquid trading market for the Tokens does not develop, the price of the Tokens may become more volatile and You as a holder of Tokens may be unable to sell or otherwise transact in the Tokens at any time. We do not in any way give any assurances that the Tokens will be exchangeable on any cryptographic exchanges or secondary markets. In particular, while We understand that the Tokens could be listed or available for purchase on digital asset exchanges including decentralized exchanges or available in liquidity pools, We will not have control over any such listing and/or purchase process.

        3. Fluctuation in price of cryptocurrency used to purchase the Tokens: You may have purchased the Tokens or sold the Tokens using cryptocurrency. If the value of cryptocurrencies fluctuates unfavorably during or after the time that You hold the Tokens or during the Staking Process, You will have to bear a significant financial impact.

        4. Lack of Information: A holder of Tokens may not be able to obtain all information it would want regarding the Token on a timely basis or at all going forward. It is possible that the holder may not therefore be aware on a timely basis of material adverse changes that have occurred which could affect the Tokens.

      2. Earning of rewards in Tokens: There can be no assurance that You will be able to generate Your expected rewards from the Staking Transactions. For one, the rewards will be generated solely in Tokens which carries the following risks:

        1. Tokens May Have No Value: The Tokens may have no value and there is no guarantee or representation of liquidity for the Tokens. We are not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise. The Tokens do not hold any ownership rights to Our assets or the assets of Our Affiliates and, therefore, are not backed by any tangible physical asset that We own. There is a high risk that a Token holder could lose his/her entire contribution amount and that the Tokens could be rendered worthless.

        2. Tokens are Non-Refundable: We are not obliged to provide You as a holder of Token holders with a refund related to the Tokens for any reason, and You acknowledge and agree that You will not receive money or other compensation in lieu of a refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value.

    4. Risks Relating to the Use of Tokens on the Platform: You will need access to the Platform for the conduct of the Staking Transactions. For a description of certain risks relating to the use of the Platform, see sections 2, 3 and 4 below.

  2. RISKS RELATING TO THE PLATFORM- BLOCKCHAIN AND SOFTWARE RISKS

    1. Blockchain Delay Risk: On most blockchains used for cryptocurrency transactions, timing of block production is determined by proof of work so block production can occur at random times. The respective blockchain may not include a user’s transaction at the time user expects and the payment for the Tokens may not reach the intended wallet address on the same day that the user sends the cryptocurrency.

    2. Blockchain Congestion Risk: Most blockchains used for digital asset transactions are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in purchasing Tokens. That may result in a situation where block producers may not include the user’s transaction when the user wants or the user’s transaction may not be included at all.

    3. Risk of Software Weaknesses: The Smart Contract (including the underlying concept), the underlying software application and software platform are still in an early development stage and unproven. There are no representations and warranties that the process for Staking Transactions will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Tokens.

    4. Risk of New Technology: The Platform, the Tokens and all of the matters set forth in the Light Paper are new and untested. It is possible that no blockchain utilizing the full proposed functionality of the Platform will be ever launched. A user should not rely on the Platform, the Smart Contract or the ability to receive the Tokens associated with the Platform in the future. Even if the Platform is fully completed, implemented and adopted, it might not function as intended, and any Tokens may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Platform and the Tokens may become outdated. The technology utilized in the Platform depends on public peer-to-peer networks that are not under Our control or influence and are subject to many risks and uncertainties. You are solely responsible for the safekeeping of the private key associated with the blockchain address associated with Your use of the services accessed through the Platform. We will not be able to restore or issue any refund in respect of any use of the Platform due to lost private keys.

    5. Fork Handling: The blockchain networks utilized by the Platform may be subject to “forks.” Forks occur when some or all individuals or entities running the software clients for a particular blockchain 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. We may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability, or obligation in connection therewith. Without limiting the generality of the foregoing, We do not assume any responsibility to notify You of pending, threatened, or completed forks. We will respond to any forks We determine in Our sole and absolute discretion, and We shall not have any duty or obligation or liability to You if such response (or lack of such response) acts to Your detriment. You assume full responsibility to independently remain apprised of and informed about possible forks, and to manage Your own interests in connection therewith.

    6. Risks association with the Ethereum protocol: Because Tokens are based on the Ethereum blockchain, any malfunction, breakdown or abandonment of the Ethereum protocol may result in the loss of or inability to transfer Tokens. The Ethereum network is prone to periodic congestion during which transactions could be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. That may result in a situation where block producers may not include a user’s transaction at the time such user expects, or a user’s transaction may not be included at all. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks by undermining or vitiating the cryptographic consensus mechanism that underpins the Ethereum protocol. Also, governmental and regulatory agencies could prohibit the use of current and/or future cryptographic protocols which could adversely impact the ability to transfer the Tokens, resulting in a significant loss of value of the Tokens.

  3. RISKS RELATING TO THE PLATFORM- SECURITY RISKS

    1. Risk of Loss of Access to Wallet: The Tokens may be held by a user only a Token wallet that is capable of holding the Tokens. Accordingly, loss of any details required to obtain access to such wallet could result in an inability to access the user’s Tokens, access to the user’s Token balance and/or any initial balances in blockchains created by third parties. Your Tokens will be held in a crypto-wallet. Your crypto-wallet stores Your private key and public keys. Public keys allow outside parties to transmit cryptocurrencies into Your digital wallet. Private keys allow You to receive, hold, access and transfer Tokens. Accordingly, loss of requisite private key(s) associated with Your wallet will result in Your inability to access Your Tokens, and they will be unrecoverable. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service You use, may be able to misappropriate Your Tokens. Any errors or malfunctions caused by or otherwise related to the wallet You choose to receive and store Tokens, including Your own failure to properly maintain or use such wallet, may also result in the loss of Your Tokens.

    2. No Assurance of Token Security: While we believe Our platform offers a high degree of security, there can be no assurance of this. The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Smart Contract or the Tokens in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Platform rests on an open source software, there is the risk that the Smart Contract may contain intentional or unintentional bugs or weaknesses which may adversely affect the Staking Transaction or result in the loss of Tokens, or the loss of ability to access the Platform for Staking Transactions or control the Tokens. In the event of such a software bug or weakness, there may be no remedy and users are not guaranteed any remedy, refund or compensation.

    3. Attacks on the Smart Contract: The blockchain used for the Smart Contract is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract, expected proper execution and sequencing of the Token transactions, and expected proper execution and sequencing of contract computations. You should also note that there is no segregation of Tokens held by us under different Staking Transactions.

  4. RISKS RELATING TO THE PLATFORM- RISKS RELATING TO PLATFORM DEVELOPMENT

    1. Risk Related to Reliance on Third Parties: Even if completed, the Platform will rely, in whole or in part, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it including through supporting many of the key technological functions of our Platform. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet requirements, all of which might have a material adverse effect on the Platform.

    2. Dependence of Platform on Various Factors: The development of the Platform may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial feasibility or departure of key personnel. Even if the Platform is completed, adopted and launched, the ongoing success of the Platform relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation in the Platform.

    3. Changes to the Platform: The Platform is still under development and may undergo significant changes over time. Although Our project management team intends for the Platform to have the features and specifications set forth in the Light Paper, changes to such features and specifications can be made for any number of reasons, any of which may mean that the Platform does not meet expectations of holder of the Tokens.

    4. Risk associated with Other Applications: The launch of the Platform may encourage other, alternative projects with a similar business model, promoted by unaffiliated third parties, under which the Token will have no intrinsic value.

  5. RISKS RELATING TO OUR BUSINESS

    1. Risks Relating to the Commercial success of Our Platform: The commercial success of the Platform is subject to a number of factors beyond Our control, such as:

      1. ability / inability to meet users' expectations regarding the functionality of the Platform;

      2. interest from a limited number of users;

      3. limited bandwidth to manage unexpected growth;

      4. inability to continuously adapt the business model underlying the Token to meet market needs;

      5. significant competition from new and existing players in this space who introduce similar platforms; and

      6. any other new and untested technology that underlies the Platform in the future may not function as planned.

    2. Risks Relating to the Development and Acceptance of Blockchain Networks: The further development and acceptance of blockchain networks, including the network on which the Platform is based, are part of a new and rapidly changing industry, which is subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain-enabled digital representation of rights could have an adverse material effect on the utility of the Tokens. The growth of the blockchain industry in general, as well as the blockchain networks with which the Platform will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:

      1. worldwide growth in the adoption and use of Bitcoin, Ethereum and other blockchain technologies;

      2. government and quasi-government regulation of Bitcoin, Ether and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

      3. the maintenance and development of the open-source software of the Bitcoin, Ethereum and other cryptocurrency networks;

      4. changes in consumer demographics and public tastes and preferences;

      5. the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;

      6. general economic conditions and the regulatory environment relating to cryptocurrencies; and

      7. a decline in the popularity or acceptance of the Bitcoin, Ethereum or other networks.

      8. The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Tokens.

    3. Limited Historical Information: We and our Affiliates are start-up companies, and, therefore have limited prior business operations, financial historical information and other business information relating to the business operations or future prospects of the group.

    4. Dependence of Platform on Senior Management Team: The success of Our senior management is dependent to a 4large degree on the services of each member of that team. The loss or diminution in the services of any member of the senior management team or an inability to attract, retain and maintain additional senior management personnel, could have a material adverse effect on the Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this situation may adversely impact Our ability to retain existing senior management and/or attract additional qualified senior management personnel, which could, in turn, have a material adverse effect on the Platform.

    5. Risk of Conflicts of Interest: We may be engaged in transactions with related parties, including companies controlled by Us or in which We own an interest, and other Affiliates, and may continue to do so in the future. Conflicts of interest may arise between any of Our Affiliates and Us, potentially resulting in the conclusion of transactions on terms not determined by market forces.

    6. Risks Related to Invalidation of Transactions: We and Our Affiliates may take a variety of actions relating to the business that, if successfully challenged for not complying with Applicable Law, could be invalidated or could result in the imposition of liabilities on Us. Since applicable legislation may be subject to many different interpretations, We may not be able to successfully defend any challenge brought against such transactions, and the invalidation of any such transactions or imposition of any such liability may, individually or in the aggregate, have a material adverse effect on the Platform.

    7. Risk Arising from Emerging Markets: We may operate in several emerging markets. Emerging markets are subject to greater risks than more developed markets, including significant legal, economic and political risks. Emerging economies are subject to rapid change and the user understands that the information set out in these Additional Platform Terms and the Light Paper may become outdated relatively quickly.

    8. Compliance Burden: Our business and industry is subject to compliance with a number of laws including those relating to data protection, security, privacy, and other government- and industry-specific requirements including those that could require Us to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm Our reputation, erode user confidence in the effectiveness of Our security measures, adversely impact Our ability to attract new users, or cause existing users to stop using the Platform.

    9. Uncertain Regulatory Framework: The regulatory status of cryptocurrency, digital assets, blockchain technology and decentralised exchanges is unclear or unsettled in many jurisdictions. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the services delivered through the Platform, which could result in the theft, loss or inaccessibility thereof. It is difficult to predict how or whether governmental authorities will regulate such technologies particularly as We believe the Platform offers several first-of-its-kind features. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptocurrency, digital assets, blockchain technology and its applications. Such changes could adversely impact the Tokens in various ways, including, for example, through a determination that the Tokens are regulated financial instruments that require registration or the Staking Transactions are a regulated financial activity. You should be aware that neither We nor the Light Paper nor the Tokens are registered with any securities regulator in any jurisdiction including, in Hong Kong, the Securities and Futures Commission or the Hong Kong Monetary Authority or in Singapore, the Monetary Authority of Singapore. We may cease the distribution of the Tokens, the development of the Platform, the ability to conduct Staking Transactions on the Platform and/or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

    10. Failure to Obtain, Maintain or Renew Licenses and Permits. We may require a number of permits, licenses, authorisations, consents, decrees, waivers, approvals and filings (statutory, regulatory or otherwise) to lawfully operate the business in accordance with Applicable Law (the “Approvals”). There is a risk that requirements for Approvals for the issue of Tokens through the Platform or otherwise may be adopted in the future and may relate to Us. In this case, the business will depend on obtaining such required Approvals, the continuing validity of such Approvals and Our compliance with their terms. Regulatory authorities may exercise considerable discretion in the timing of Approval issuance and renewal and the monitoring of Our compliance with the terms of such Approvals. Requirements which may by imposed by these authorities and which may require Us to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time- consuming and may result in delays in the commencement or continuation of operation of the Platform. Further, private individuals and the public at large may possess rights to comment on and otherwise engage in the Approval process, including through intervention in courts and political pressure. Accordingly, the Approvals We may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict Our ability to conduct operations or to do so profitably.

    11. Risk of Government Action: The industry in which We operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine Our operations and/or pursue enforcement actions against Us. All of this may subject Us to judgments, settlements, fines or penalties, or cause Us to restructure Our operations and activities or to cease offering certain products or services, all of which could harm Our reputation or lead to higher operational costs, which may in turn have a material adverse effect on the development of the Platform.

    12. Risk of Burdensomeness of Applicable Laws, Regulations, and Standards: Failure to comply with Applicable Law or the findings of government inspections, or increased governmental regulation of Our operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Our business and the Platform. Our operations and properties are subject to regulation by various government entities and agencies, in connection with ongoing compliance with Applicable Law. One example is a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm our reputation, erode user confidence in the effectiveness of our security measures, negatively impact our ability to attract new users, or cause existing users to stop using our Platform. Regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of Applicable Law. Respective authorities may have the right to conduct periodic inspections of Our operations and properties throughout the year. Any such future inspections may conclude that We have violated laws, decrees or regulations, and We may be unable to refute such conclusions or remedy the violations. Our failure to comply with existing laws and regulations or the findings of government inspections may result in the imposition of fines or penalties or more severe sanctions or in requirements We cease certain business activities, or in criminal and administrative penalties applicable to Our officers. Any such decisions, requirements or sanctions, or any increase in governmental regulation of respective operations, could increase Our costs and have a material adverse effect on the business and the Platform.

    13. Unlawful or Arbitrary Government Action: Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Moreover, governmental authorities also have the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Federal and local government entities have also used common defects in matters surrounding a Token issue as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, Our competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over Us.

    14. Risks Relating to Taxation: The tax treatment of acquisition of Staking Transactions is uncertain and there may be adverse tax consequences for acquirers. Each acquirer must seek its own tax advice in connection with Staking Transactions and the purchase of Tokens in connection with such transactions. Participating in Staking Transactions including the acquisition of Tokens for this purpose may result in adverse tax consequences, including withholding taxes, income taxes and tax reporting requirements. Each Platform Participant should consult with and must rely upon the advice of its own professional tax advisors with respect to the tax treatment of Staking Transactions.