TERMS AND CONDITIONS
BEDROCK AIRDROP PARTICIPATION TERMS AND CONDITIONS (THESE “TERMS”)
IN THESE TERMS, WORDS AND EXPRESSIONS NOT OTHERWISE DEFINED SHALL, WHERE NOT INCONSISTENT WITH THE CONTEXT, HAVE THE MEANINGS RESPECTIVELY ASCRIBED THERETO IN ANNEX A TO THESE TERMS.
In these Terms, “we”, “us” or “Organiser” refers to a company incorporated in the British Virgin Islands named Bedrock Limited (BVI Company Number: 2171376), and “our” shall be construed accordingly. “You” refers to any person participating in the Airdrop, and “your” shall be construed accordingly.
Each of you and the Organiser shall hereinafter be referred to as a “Party”, and collectively, you and the Organiser shall hereinafter be referred to as the “Parties”.
Your participation in the Airdrop is subject to these Terms as may be amended by us from time to time at our sole and absolute discretion. These Terms shall also include any other operating rules, policies and procedures which we may issue from time to time.
We may revise these Terms at any time with or without notice to you and any changes will be uploaded on the website as accessible at https://claim.bedrockdao.com/ (the “Website”) and/or its related social media channels (collectively “Channels”). These changes shall take effect from the date of upload and your continued access and/or use of the Website, or participation in the Airdrop from such date shall be deemed to constitute acceptance of the new Terms. It shall be your sole responsibility to check the Website for such changes from time to time. If you do not agree to these Terms, please exit the Website immediately and do not participate in the Airdrop.
These Terms are to be read together with the provisions set forth in: (a) the Terms of Service found at https://www.bedrockdao.com/ (“User TOS”) governing the access and use of the Bedrock Platform; and (b) the Privacy Policy found at https://bedrockdao.com/privacy. Any capitalised terms used and not otherwise defined in these Terms shall have the meaning ascribed to them in the User TOS. Unless otherwise stated herein, in the event of any inconsistency between these Terms and the User TOS, these Terms shall prevail.
By accessing, browsing or viewing the Website or participating in the Airdrop, you:
agree to be bound by and to abide by the latest version of the Terms;
represent and warrant that in the jurisdiction to which you are subject of, you are of legal age to participate in the Airdrop and to create binding obligations for any liability you may incur as a result of the use of the Website and/or your participation in the Airdrop; and
represent and warrant that you are not a Disqualified Person or acting on behalf of a Disqualified Person.
The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. This document and these Terms do not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by the Organiser under the Applicable Laws. The provision of these Terms to you does not imply that the Applicable Laws have been complied with.
The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to “Paragraphs”, “Recitals” and “Annex(es)” are to be construed as references to the paragraphs, recitals and annex(es) of these Terms.
The Parties HEREBY AGREE as follows:
AIRDROP DETAILS
Subject to Paragraphs 1.2 and 2, the Organiser intends to distribute a certain number of Tokens free-of-charge as rewards / incentives to Eligible Participants (“Airdrop”) as follows:
the Organiser will allocate such number of Tokens to each Eligible Wallet (“Allocated Airdrop Tokens”) based on such number of Bedrock Diamonds accrued on such Eligible Wallet and in accordance with such rates and eligibility criteria for such allocation as may be determined by the Organiser in its sole and absolute discretion (“Allocated Airdrop Tokens Eligibility Criteria”);
an Eligible Participant may check the number of Allocated Airdrop Tokens in respect of such Eligible Participant’s Eligible Wallet through the Website by connecting such Eligible Participant’s Eligible Wallet to the Website;
at the election of an Eligible Participant, such Allocated Airdrop Tokens will either be:
claimable by such Eligible Participant by effecting a claim function (“Claim”) to receive such Allocated Airdrop Tokens to the wallet address associated with such Eligible Participant’s Eligible Wallet (“Participant Token Wallet Address”) through the Website. The relevant Allocated Airdrop Tokens will be made available for Claims commencing and ending such date and time as may be determined by the Organiser in its sole and absolute discretion. (“Claim Period”); or
transferred (“Transfer”) to a cryptocurrency exchange address controlled by such Eligible Participant (“Participant Token Exchange Address”) that is designated by such Eligible Participant for purposes of such Eligible Participant’s receipt of such Allocated Airdrop Tokens and notified to the Organiser in writing through such Eligible Participant’s Eligible Wallet. Eligible Participants may make such notification commencing and ending at such date and time as may be determined by the Organiser in its sole and absolute discretion. The relevant Allocated Airdrop Tokens will be Transferred to the relevant Participant Token Exchange Addresses commencing and ending at such date and time as may be determined by the Organiser in its sole and absolute discretion (“Transfer Period”);
the Allocated Airdrop Tokens in respect of an Eligible Wallet can only be Claimed or Transferred (as the case may be) once, therefore, if a Claim or Transfer (as the case may be) has been effected for the receipt of the Allocated Airdrop Tokens in respect of an Eligible Wallet (which is not subject of any earlier Claim or Transfer (as the case may be)) and such Eligible Wallet is subsequently acquired or purchased by a subsequent holder of such Eligible Wallet, such subsequent holder of such Eligible Wallet can no longer effect another Claim or Transfer (as the case may be) for the relevant Allocated Airdrop Tokens; and
Eligible Participants are not required to purchase any goods or services from the Organiser or make any payment to the Organiser to participate in the Airdrop although Eligible Participants may incur transaction fees when effecting a Claim or Transfer (as the case may be) to receive the Allocated Airdrop Tokens.
If you are an Eligible Participant and would like to effect a Claim or Transfer (as the case may be) to receive the Allocated Airdrop Tokens in respect of your Eligible Wallet, you must visit the Website and follow the instructions (“Airdrop Instructions”) as indicated on the Website to effect the Claim or Transfer (as the case may be).
The determination of your compliance with these Terms and the Airdrop Instructions and your Eligible Wallet’s satisfaction of the Allocated Airdrop Tokens Eligibility Criteria shall be at the sole and absolute discretion of the Organiser.
Notwithstanding anything to the contrary (including but not limited to what is stated in these Terms or as published on the Website and/or the Channels), the Airdrop, the Allocated Airdrop Tokens Eligibility Criteria and the Airdrop Instructions are subject to periodic review by the Organiser, and the Organiser may, in its sole and absolute discretion, modify any part, aspect and/or feature of the Airdrop, the Allocated Airdrop Tokens Eligibility Criteria and the Airdrop Instructions, and/or any right or benefit conferred or to be conferred on you thereunder, at any time without prior notice to you.
Notwithstanding anything to the contrary (including but not limited to what is stated in these Terms or as published on the Website and/or the Channels), the Organiser reserves the right to discontinue the Airdrop and elect not to distribute any Tokens to any Eligible Participant for any reason as it may deem fit.
In participating in the Airdrop, you shall at all times comply with all Applicable Laws (including the Airdrop Instructions). You shall not participate in the Airdrop in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms and shall not, in your participation in the Airdrop, directly or indirectly:
engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities;
disrupt, manipulate, degrade and/or impair the operation of the Airdrop and/or the Bedrock Platform;
create or cause to be created any security or defamatory risks for the Bedrock Platform;
in any way infringe the intellectual property rights or any other rights of the Project Group (including the Organiser and its Affiliates) or any third party;
impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
use multi-wallets, attempt to cheat or hack the Airdrop or the Tokens, carry out any kind of spamming, or engage in any such conduct which we may deem offensive or inappropriate, and you acknowledge and agree that any such conduct may result in your wallet(s) being permanently banned from our Airdrops and/or you being permanently restricted from accessing or using the Bedrock Platform; and/or
otherwise engage in, or knowingly facilitate, any illegal, fraudulent, deceptive, manipulative, infringing or objectionable activity (including “front-running”, “wash trading”, “pump and dump schemes”, or similar activities).
By participating in the Airdrop, you acknowledge and agree that none of the members of the Project Group (including the Organiser and its Affiliates) is liable for any direct, indirect, special, incidental, consequential or other losses of any kind. In the event you acquire or purchase any Eligible Wallet in respect of which the Allocated Airdrop Tokens have already been subject of a Claim or Transfer (as the case may be), you acknowledge and agree that you will not receive any Allocated Airdrop Tokens subject of such Eligible Wallet and shall have no claim against any of the members of the Project Group.
The Organiser may require you to furnish such documents and information as the Organiser may deem necessary in order to verify your identity, status and/or eligibility for participation in the Airdrop, including the truth and accuracy of the representations and warranties made by you pursuant to Paragraph 3. In the event you are unable to furnish such documents or information to the Organiser’s satisfaction, the Organiser reserve the right, in its sole and absolute discretion, to reject and/or disqualify you from participation in the Airdrop.
In the event of breach by you of these Terms, the Organiser reserves the right, in its sole and absolute discretion, to require the return of any Allocated Airdrop Token which have been distributed to you pursuant to these Terms, and you shall be liable for any loss or damage suffered, or costs or expenses incurred, by the Project Group (including the Organiser and its Affiliates) in connection therewith.
QUALIFIED PERSONS
Before participating in the Airdrop, you must conduct your own due diligence and ensure that your participation complies with Applicable Laws. You should consult with professional advisors regarding the Airdrop before participating. You shall not participate in the Airdrop if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Airdrop is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any Applicable Law, regulation or rule in your country of residence or domicile.
You shall not participate and you are not eligible to participate in the in the Airdrop if:
where you are an individual, you are a citizen of, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction; or
where you are a body corporate, you are a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (ii) which is wholly or partially owned by or under the control of: (aa) one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (bb) one or more entities which is incorporated in, or operates out of, an Excluded Jurisdiction; and/or (cc) a Designated Person / Entity; or
you are an individual or body corporate: (i) included in the Consolidated List published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; (ii) included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible by https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities and https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/regulations-for-targeted-financial-sanctions; (iii) that is currently the subject of any sanction administered by the OFAC or any other United States government authority, is designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the “Sanctions”); (iv) that is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen) (“Sanctioned Country”); or (v) that has engaged in and/or is engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions (“Designated Person / Entity”); or
you are an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any Applicable Laws from participating in any part of the transactions contemplated in these Terms, or
your participation in the Airdrop is prohibited, restricted, curtailed, hindered, impaired, unauthorised or otherwise adversely affected in any way or in any form or manner whether in full or in part under any Applicable Laws; or
you are or have been previously suspended or removed or prohibited or restricted from accessing or using the Bedrock Platform; or
you are unable to make a true and affirmative representation in respect of the matters set out in Paragraphs 3.1(n), 3.1(p) and 3.1(q),
(collectively, the “Disqualified Persons”).
You shall also not participate and you are not eligible to participate in the Airdrop if you are controlled or ultimately controlled by another Disqualified Person.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
By accepting these Terms, you represent and warrant to the Organiser as follows:
you agree and acknowledge that the Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction;
you acknowledge and understand that no Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Bedrock Platform, the Tokens or the proceeds of any sale of Tokens, or to receive sums paid out of such profits, income, or other payments or returns;
you agree and acknowledge that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the Applicable Laws and the publication, distribution or provision of these Terms to you does not imply that the Applicable Laws have been complied with;
the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the Applicable Laws, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Project Group;
you have read and understood all of these Terms including the Annex(es) hereto;
you are not a Disqualified Person and are not controlled or ultimately controlled by another Disqualified Person;
you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are a corporation or acting on behalf of a corporation:
such corporation is duly incorporated and validly existing under the Applicable Laws; and
such corporation duly authorised to accept these Terms and perform obligations hereunder;
if you are a natural person, you are of sufficient age and capacity under the Applicable Laws to accept these Terms and perform all your obligations hereunder;
you agree and acknowledge that the Tokens are not to be construed, interpreted, classified or treated as:
debentures, stocks or shares issued by any person or entity;
rights, options or derivatives in respect of such debentures, stocks or shares;
rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
units in a collective investment scheme;
units in a business trust;
derivatives of units in a business trust; or
any other security, class of securities or form of investment (whether regulated or otherwise);
you have 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, and you acknowledge that you shall bear all risks arising from and/or in connection with your participation in the Airdrop and/or your use of the Tokens;
these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your participation in the Airdrop is at all times compliant with and not in breach or contravention of any Applicable Laws (including but not limited to regulations on anti-money laundering, anti-corruption and counter-terrorist financing);
no Applicable Laws prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect your participation in the Airdrop;
no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (“Approvals”) is required on your part in connection with your participation in Airdrop or, where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;
none of you or any of your related corporations (if any), any of your directors or officers, nor any of your employees, agents or any other person acting on behalf of you or any of your related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that is a Designated Person / Entity;
(in the case where you are a corporation or are accepting these Terms on behalf of a corporation) the operations of such corporation and any of its related corporations, are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes of all jurisdictions in which such corporation and its related corporations conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving you or your related corporations with respect to Money Laundering Laws is pending and, no such actions, suits or proceedings are threatened or contemplated against such corporation or its related corporations;
none of: (i) you; (ii) any person controlling or controlled by you; (iii) if you are a privately-held entity, any person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with your participation in the Airdrop, is a Senior Foreign Political Figure, or any Immediate Family member or Close Associate of a Senior Foreign Political Figure;
if you are affiliated with a Foreign Bank, or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Organiser that: (i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;
(in the case where you are acting on the instructions of, or as employee, nominee or agent for or on behalf of any other person) you have all the necessary rights and authorisations to bind such other person;
you are not participating in Airdrop with a view to obtaining or using any Tokens for any illegal purpose;
your participation in the Airdrop will not result in any violation of, be in conflict with in any material respect, or constitute a material default under: (i) to the extent that you are a corporation, any provision of your memorandum and articles of association or constitutive documents; (ii) any provision of any permit, licence, judgment, decree or order to which you are a party, by which you are bound; and/or (iii) any material contract, obligation, or commitment to which you are a party or by which you are bound;
for the purposes of receipt of the Allocated Airdrop Tokens in accordance with these Terms, you acknowledge and accept that you have the sole responsibility to establish and/or maintain in fully operational, secure and valid status, access to the Participant Token Exchange Address or the Participant Token Wallet Address (as the case may be), the credentials for access of such Participant Token Exchange Address or such Participant Token Wallet Address (as the case may be), and the private keys of such Participant Token Exchange Address or such Participant Token Wallet Address (as the case may be), failing which the Organiser retains the sole and absolute discretion to withhold any distribution of and/or forfeit any allocation of Allocated Airdrop Tokens to you;
you agree and acknowledge that all transfers of Allocated Airdrop Tokens to you pursuant to these Terms may be made through third-party service provider(s) in the Organiser’s sole and absolute discretion. You further agree and acknowledge that none of the members of the Project Group (including the Organiser) shall be liable to you under any circumstances for any direct, indirect, punitive, incidental, special or consequential damages that result from or arise out of the services provided by such third-party service provider(s) (including any Allocated Airdrop Tokens being lost due to a delay, failure, disruption, malfunction or exploit of such third-party service provider(s));
you agree and acknowledge that the Allocated Airdrop Tokens may have specific usage limitations, such as utility within a specific platform or ecosystem (including the Bedrock Platform), and have no monetary value. The Allocated Airdrop Tokens do not represent a stock, commodity or any other investment instrument. The Allocated Airdrop Tokens are not securities and shall not in any case be considered as such and the offer or distribution of the Allocated Airdrop Tokens has not been registered with any government entity or regulatory authority;
you bear the sole responsibility to determine what tax implications (if any) your participation in the Airdrop may have for you, and agree not to hold the Organiser or any other person liable for any tax liability associated with or arising therefrom;
you agree and acknowledge that none of the members of the Project Group (including the Organiser) is liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;
all the documents and information furnished by you to the Organiser (if any) pursuant to these Terms are true, accurate and complete in all respects, and there is no matter, event, circumstance or any other information which has arisen which would make any documents and information provided misleading or incomplete, or any fact or information the omission of which would make any documents and information provided misleading or incomplete;
you waive the right to participate in a class action lawsuit or a class wide arbitration against any member of the Project Group (including the Organiser), the Indemnified Persons and/or any person involved in the Airdrop; and
all of the above representations and warranties are true, complete, accurate and not misleading from the time of your access to and/or acceptance of these Terms and notwithstanding the conclusion of the Airdrop.
By accepting these Terms, you hereby waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against all members of the Project Group (including the Organiser) and shall further hold harmless, all members of the Project Group (including the Organiser) from and against any and all losses, claims, liabilities, damages, suits, actions, demands, proceedings, costs, charges and/or expenses of whatsoever nature or howsoever arising, including any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue and income or profits) that may be incurred by you in connection with or arising from the Tokens that you may receive under the Airdrop, the Project, services provided by any member of the Project Group, or use of the Website or Channels.
The Project Group (including the Organiser) does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:
the information set out on the Website or any other place;
the Organiser; and
the Airdrop.
You undertake to notify the Organiser of any change in the documents and information provided by you to the Organiser pursuant to these Terms (if any) and in the absence of any notification in writing notifying of any change, the Organiser is entitled to assume that the documents and information provided by you remain true, correct, not misleading and unchanged.
By participating in the Airdrop, you agree that the Organiser has the right to investigate any violation of these Terms by you, unilaterally determine whether you have violated these Terms, and take actions under any Applicable Laws against you without your consent or prior notice.
DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS AND EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, THE PROJECT GROUP (INCLUDING THE ORGANISER) HEREBY EXPRESSLY DISCLAIMS, AND FURTHER EXPRESSELY DISCLAIMS ON BEHALF OF THE INDEMNIFIED PERSONS, ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OF OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:
POSTPONEMENT, SUSPENSION AND/OR ABORTION OF THE AIRDROP AND/OR THE PROJECT;
ANY FAILURE, MALFUNCTION OR BREAKDOWN OF, OR DISRUPTION TO, THE AIRDROP, THE OPERATIONS OF THE ORGANISER, THE BEDROCK PLATFORM 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;
ANY FAILURE, MALFUNCTION, VIRUS, ERROR, BUG, FLAW, DEFECT IN THE TECHNOLOGY CONNECTED WITH OR USED FOR THE AIRDROP AFFECTING THE TOKENS, THE AIRDROP OR YOUR PARTICIPATION IN THE AIRDROP;
FAILURE TO DISCLOSE INFORMATION RELATING TO THE AIRDROP AT THE REQUEST OF THE ORGANISER;
ANY PROHIBITION, RESTRICTION OR REGULATION BY ANY GOVERNMENT OR REGULATORY AUTHORITY IN ANY JURISDICTION APPLICABLE TO THE TOKENS, THE AIRDROP OR YOUR PARTICIPATION IN THE AIRDROP;
LOSS OF POSSESSION OF THE CREDENTIALS FOR ACCESSING, OR LOSS OR DESTRUCTION OF THE PRIVATE KEYS OF, ANY WALLET, OR THE PARTICIPANT TOKEN EXCHANGE ADDRESS OR THE PARTICIPANT TOKEN WALLET ADDRESS (AS THE CASE MAY BE), IN ANY MANNER AND TO ANY EXTENT;
DELAY OR FAILURE TO DISCLOSE INFORMATION RELATING TO THE PROGRESS OF THE AIRDROP;
ANY VARIATION IN THE MARKET VALUE OF THE TOKENS (IF ANY);
ANY RISKS ASSOCIATED WITH YOUR PARTICIPATION IN THE AIRDROP AND/OR YOUR USE OF THE TOKENS; AND
ALL OTHER RISKS, DIRECT, INDIRECT OR ANCILLARY, WHETHER IN RELATION TO YOUR PARTICIPATION IN THE AIRDROP AND/OR YOUR USE OF THE TOKENS WHICH ARE NOT SPECIFICALLY OR EXPLICITLY CONTAINED IN OR STATED IN THESE TERMS.
EVEN IF THE PROJECT GROUP (INCLUDING THE ORGANISER) KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE PROJECT GROUP (INCLUDING THE ORGANISER) WILL NOT BE LIABLE TO ANY PERSON FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH THE PROJECT GROUP (INCLUDING THE ORGANISER) DOES NOT HAVE CONTROL. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.
THE PROJECT GROUP (WHICH INCLUDES THE ORGANISER) AND THE INDEMNIFIED PERSONS MAKE NO WARRANTY AS TO THE MERIT, LEGALITY OR JURIDICAL NATURE OF ANY ALLOCATED AIRDROP TOKEN (INCLUDING WHETHER OR NOT IT IS CONSIDERED A SECURITY OR FINANCIAL INSTRUMENT UNDER ANY APPLICABLE SECURITIES LAWS).
THE ORGANISER RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO ADOPT ORGANISATIONAL, TECHNICAL OR OTHER MEASURES TO ENSURE THAT THE AIRDROP BE UNAVAILABLE TO CERTAIN PERSONS THAT IT MAY DETERMINE ARE INELIGIBLE TO PARTICIPATE IN THE AIRDROP, AND NONE OF THE MEMBERS OF THE PROJECT GROUP (INCLUDING THE ORGANISER) AND THE INDEMNIFIED PERSONS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH ANY CONSEQUENCES OF SUCH PROHIBITION.
NOTWITHSTANDING YOUR ACCEPTANCE OF THESE TERMS OR ANYTHING TO THE CONTRARY HEREIN, THE ORGANISER RESERVES THE RIGHT, FOR ANY REASON WHATSOEVER (WITHOUT HAVING TO ACCOUNT FOR SUCH REASON(S)) AND IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT YOUR PARTICIPATION IN THE AIRDROP AND NONE OF THE MEMBERS OF THE PROJECT GROUP (INCLUDING THE ORGANISER) AND THE INDEMNIFIED PERSONS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH ANY CONSEQUENCES OF SUCH REJECTION.
THE ORGANISER RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO ABORT THE AIRDROP AND/OR THE PROJECT AT ANY TIME AFTER YOUR ACCEPTANCE OF THESE TERMS. IN THE EVENT OF SUCH ABORTION, YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE MEMBERS OF THE PROJECT GROUP (INCLUDING THE ORGANISER) SHALL HAVE ANY OBLIGATION IN ANY FORM OR MANNER WHATSOEVER TO YOU, AND NONE OF THE MEMBERS OF THE PROJECT GROUP (INCLUDING THE ORGANISER) AND THE INDEMNIFIED PERSONS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH ANY CONSEQUENCES OF SUCH ABORTION.
IN THE EVENT THAT THE ORGANISER DISCOVERS THAT YOU, IN YOUR PARTICIPATION IN THE AIRDROP, HAVE ENGAGED IN UNFAIR, EXCESSIVE OR ABUSIVE USAGE OR CONDUCT, THE ORGANISER RESERVES THE RIGHT TO TAKE SUCH ACTIONS AS MAY BE NECESSARY, TO THE FULLEST EXTENT POSSIBLE UNDER LAW, TO PROTECT THE ORGANISER FROM LOSSES, DAMAGES, HARM OR DEGRADATION OF ANY FORM AND MANNER.
LIMITATION OF LIABILITY AND INDEMNIFICATION
To the maximum extent permitted by the Applicable Laws:
the Project Group (including the Organiser) and the Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with your participation in the Airdrop;
without prejudice to the foregoing, you hereby agree that the aggregate liability of the members of the Project Group (including the Organiser), in tort, contract or otherwise, arising out of or in connection with the participation in the Airdrop shall in any event be limited to United States Dollars One (US$1.00); and
you hereby agree to waive all rights to assert any claims against the Project Group (including the Organiser) and/or the Indemnified Persons under such Applicable Laws.
To the maximum extent permitted by the Applicable Laws, you shall indemnify, defend, and hold the Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed and/or incurred by any third party against any Indemnified Person arising out of: (i) your participation in, or conduct in connection with, the Airdrop; and/or (ii) a breach by you of any warranty, representation, or obligation hereunder.
The relevant Indemnified Person reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to provide indemnification, and you agree to cooperate in the defense of these claims. You agree not to settle any matter without the prior written consent of the relevant Indemnified Person or Indemnified Persons.
Your obligations under this Paragraph 5 will continue even after these Terms have expired or been terminated.
NO ASSIGNMENT
The Organiser may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Organiser, which the Organiser may withhold at its sole and absolute discretion, shall be void. Subject to these Terms, only you and no other person shall have the right to any claim against the Organiser in connection with your participation in Airdrop. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Organiser to the assignee or transferee. The Organiser may assign right under these Terms to any person without notice to you.
INTELLECTUAL PROPERTY RIGHTS
These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with your participation in the Airdrop, the Project, the Website, the Channels, the Project Group, the Tokens and the Bedrock Platform.
There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by the Organiser.
THIRD PARTY WEBSITE DISCLAIMER
The pages of the Website and/or Channels may contain links to third-party websites and services (including blockchain networks) which are owned and operated by third parties (“Third Party Online Products and Service(s)”), and such Third Party Online Products and Services may be made available to you in connection with your participation in the Airdrop. The Organiser, its directors, officers, employees, agents, successors, and permitted assignees do NOT endorse such Third Party Online Products and Services, over which none of the aforementioned entities have any control. Your access to and use of any Third Party Online Products and Service is governed by the terms, conditions, disclaimers and notices found on each such website or in connection with such Third Party Online Products and Service. The Organiser has not verified, will not, and is under no obligation to verify the accuracy, suitability or completeness of the contents on such Third Party Online Products and Services, and the Organiser does not control, endorse, warrant, promote, recommend or in any way assume responsibility or liability for any services or products that may be offered by or accessed through such Third Party Online Products and Services or the operators of them, or the suitability or quality of any of such Third Party Online Products and Services. In addition, the Organiser does not warrant that such Third Party Online Products and Services or the software, data or files contained in, accessed via or linked or referred to in, such Third Party Online Products and Services are free of viruses (or other deleterious data or programs) or defects or that use of such Third Party Online Products and Services will not cause harm or that they conform or will conform with any user expectations. Furthermore, the Organiser is not responsible for maintaining any materials referenced from another website, and makes no warranties for that website or service in such context.
To the maximum extent permitted by all Applicable Laws, none of the members of the Project Group (including the Organiser) shall be liable for any damage or loss of any kind, whether direct or indirectly, or in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data) or any other impact, directly or indirectly resulting from or relating to:
the access to and/or use of any content, goods or services available on, from or through any Third Party Online Product and Service;
the inability to access or the malfunction of any Third Party Online Product and Service;
the loss, use or misuse of, or unauthorised access to, any data or personal or other financial information provided by you to any Third Party Online Product and Service;
the failure by any Third Party Online Product and Service to complete any transaction for any reason;
any failure or break of any Third Party Online Product and Service’s security protections, mechanisms, protocol and/or procedures; and/or
the direct or indirect use of any Third Party Online Service or any other website or service by other persons.
NO WAIVER
Any failure of the Organiser to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Organiser to assert any right(s), claim(s) or causes of action against you.
No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
ENTIRE AGREEMENT
These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to your participation in the Airdrop.
TAXES
You shall be responsible for determining any tax applicable and payable to any taxation authority in respect of your participation in the Airdrop (“Payable Tax”) and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.
The Organiser shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.
GOVERNING LAW AND DISPUTE RESOLUTION
The Parties shall attempt in good faith to mutually resolve any and all Disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms. These Terms and any Dispute or claim arising out of or in connection with their subject matter (including the Airdrop or the Allocated Airdrop Tokens) or their formation (including non-contractual Disputes or claims) shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.
Any Dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, that is not resolved after good faith negotiations shall be referred to and finally be resolved by arbitration. Any Dispute arising out of or related to these Terms is personal to you and the Organiser 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 an 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.
Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of British Virgin Islands to support and assist the arbitration process pursuant to Paragraph 12.2 of these Terms, including if necessary the grant of interlocutory relief pending the outcome of that process.
THIRD PARTY RIGHTS
Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.
SEVERANCE AND PARTIAL INVALIDITY
If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
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