General Terms Of Token Purchase (Nexd)

GENERAL TERMS OF TOKEN PURCHASE (NEXD)

PLEASE READ THESE GENERAL TERMS OF TOKEN PURCHASE (NEXD) (THESE TERMS) CAREFULLY. BY PURCHASING NEXD TOKENS FROM THE SELLER, THE BUYER WILL BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE HERETO. NEITHER THE SELLER NOR ANY GROUP ENTITY IS A REGISTERED BROKER, ANALYST OR INVESTMENT ADVISOR. ALL INFORMATION OR DOCUMENTATION PROVIDED BY THE SELLER OR ANY GROUP ENTITY IS PURELY FOR GUIDANCE AND INFORMATIONAL PURPOSES. NEXD IS AVAILABLE FOR PURCHASE FOR PARTICIPATION IN NEXADE, WHICH IS AN EXPERIMENTAL PROOF-OF-CONCEPT ECOSYSTEM AS DEFINED WITHIN THE TOKEN DOCUMENTATION. THESE TERMS AND ALL INFORMATION RELATING TO THESE TERMS SHOULD BE INDEPENDENTLY VERIFIED AND CONFIRMED. NEITHER THE SELLER NOR ANY GROUP ENTITY ACCEPTS ANY LIABILITY FOR ANY LOSS OR DAMAGE WHATSOEVER CAUSED IN RELIANCE UPON SUCH INFORMATION OR SERVICES. IN PARTICULAR, THE BUYER UNDERSTANDS THAT GS LEGAL LLC ACTS AS LEGAL COUNSEL ONLY TO THE SELLER, AND DOES NOT REPRESENT THE BUYER OR ANY OTHER PERSON BY REASON OF PURCHASING NEXD TOKENS OR EXECUTING THESE TERMS.

ONLY PERSONS OF ADEQUATE FINANCIAL MEANS SHOULD CONSIDER PURCHASING NEXD TOKENS. THE PURCHASE OF DIGITAL TOKENS IS SUBJECT TO A NUMBER OF RISKS, SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF THE BUYER IS IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING THE DIGITAL TOKENS REFERRED TO IN THESE TERMS, THE BUYER SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.

Save as the context otherwise requires, all capitalised terms used but not defined herein shall have the meaning ascribed to them under the relevant Token Purchase Agreement (NEXD) (the Agreement) executed between you and Nexade Limited (Company Number: 242012), a company incorporated in the Republic of Seychelles with its registered office at 1st Floor, Dekk House, Sippora Street Providence Industrial Estate, Mahe, Republic of Seychelles. These terms shall be read and construed in conjunction with the Agreement. If there is any conflict or difference in terms, the Agreement shall prevail.

1. DEFINITIONS

• Unless the context requires otherwise, in addition to the terms defined in the preamble or body of these Terms, the following terms shall have the ascribed meanings in these Terms:

Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in Seychelles for normal business.

Confidential Information means all non-public information or material relating to NEXD or any Group Entity and any other confidential and proprietary information or material disclosed or provided by one party (the Disclosing Party) to the other (the Recipient Party), whether prior to or after the Effective Date, either orally or in writing, concerning any aspect of the business or affairs of the Disclosing Party or its Affiliates, including without limitation, any documents, information, correspondence or material pertaining to products, formulae, specifications, designs, processes, plans, policies, procedures, employees, work conditions, legal and regulatory affairs, assets, inventory, discoveries, trademarks, patents, manufacturing, packaging, distribution, sales, marketing, expenses, financial statements and data, customer and supplier lists, raw materials, costs of goods, relationships with third parties as well as legal names, names or other personally identifiable information regarding any natural person, founder, shareholder, director, partner, controller or team member of the Disclosing Party. Confidential Information also includes information labelled as confidential or that a reasonable person would infer to be confidential, as well as any notes, analyses, compilations, studies or other material or documents prepared by the Recipient Party which contain, reflect or are based, in whole or in part, on the Confidential Information. For the avoidance of doubt, Confidential Information also includes the existence and terms of these Terms and will not be deemed to include any information that: (i) is publicly available or becomes publicly available through no action or fault of the Recipient Party, (ii) was already in the Recipient Party’s possession or known to the Recipient Party prior to being disclosed or provided to the Recipient Party by or on behalf of the Disclosing Party, (iii) was or is obtained by the Recipient Party from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to such information or material, or (iv) is independently developed by the Recipient Party.

Control means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of at least 50% of voting securities, or by contract or otherwise, and the terms “controlled” and “controlling” and “common control” have meanings correlative thereto.

Data Protection Officer shall have the meaning ascribed to it in Clause 8.4.

Encumbrance means any lien, charge, mortgage, pledge, assignment by way of security, equitable interest, claim, option, covenant, right of pre-emption, hypothecation, restriction, reservation, lease, trust, order, decree, judgment, title defect (including retention of title claim), conflicting claim of ownership, security interest, priority of security interest, any other agreement or arrangement for or to similar effect, or encumbrances of any nature whatsoever (whether or not perfected other than liens arising by operation of law).

ERC-20 means the technical standard (which commonly goes by the same name) specifically promulgated for compliant smart contracts on the Ethereum blockchain for Ethereum-based token implementation, which comprises a list of standardised rules governing the parameters and implementation of such Ethereum-based token smart contracts.

Ethereum means the canonical decentralised platform for decentralised smart contracts/applications, as more particularly described at https://www.ethereum.org/.

Foreign Shell Bank shall have the same meaning under the U.S. Bank Secrecy Act (31 U.S.C.§ 5311 et seq.), and the regulations promulgated thereunder by the Financial Crimes Enforcement Network), as such regulations may be amended from time to time.

Group Entity means the Seller and its Affiliates.

Individual shall have the meaning ascribed to it in Clause 8.5.

Intellectual Property includes all ideas, concepts, discoveries, processes, code, compositions, formulae, methods, techniques, samples, prototypes, developmental or experimental work, improvements, information, data, patents, mask work, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, brands, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), art, rights in designs, systems, services, website design, “look and feel”, compilation, functionality, audio, video, text, photograph, graphics, all elements of the Website and NEXADE, and all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trademark, registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Non-Cooperative Jurisdiction means any country or territory that is currently designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. See http://www.fatf-gafi.org for FATF’s list of non-cooperative countries and territories.

OFAC means the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information.

Person shall mean and include an individual, a partnership, a legal entity, a corporation (including a business trust), a joint stock company, a company, an unincorporated association, a joint venture, a fund, or other entity or a governmental authority.

Prohibited Person means a person that is: (i) a citizen or resident of a geographic area in which holding cryptographic tokens, trading tokens, or participating in token sales, whether as a purchaser or a seller, is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes; (iii) an individual, or an individual employed by or associated with an entity, that is identified on any sanctions or prohibition list maintained by any country or government or international authority, including without limitation lists maintained by the Financial Services Authority Seychelles, OFAC, the US Department of State, the United Nations Security Council, the European Union, the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the U.S. Department of State’s Debarred Parties List or the sanctions lists adopted by the United Nations and the European Union, as such lists may be amended from time to time; (iv) a person who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure; or (v) any Person engaged in any dealings or transactions with the foregoing categories of Persons.

Purchase Price shall have the meaning ascribed to it in the Agreement.

Purpose shall have the meaning ascribed to it in Clause 8.3.

Restricted Territory shall have the meaning ascribed to it in Clause 11.1(q).

Service Terms and Policies shall have the meaning ascribed to it in Clause 3.5.

Trigger Date shall have the meaning ascribed to it in the Agreement.

Unlock Commencement Date shall have the meaning ascribed to it in the Agreement.

USD means the lawful currency for the time being of The United States of America.

USDC means USD Coin, the cryptographically-secured stable coin commonly known as “USDC” issued on the relevant blockchain network and/or managed by Circle Internet Financial Limited or its Affiliate, including their successor(s) from time to time (https://www.circle.com/), where the value of 1 USDC is intended to be approximately equal to 1 USD at any given time, provided however if the value of USDC increases above USD1.02 or falls below USD0.98 at the time where a payment is to be made in such stablecoin, the Parties shall cooperate in good faith to choose, in writing, a replacement stablecoin cryptocurrency for the purpose of such payment.

USDT means USD Tether, the cryptographically-secured stable coin commonly known as “USDT” issued on the relevant blockchain network and/or managed by Tether Limited or its Affiliate, including their successor(s) from time to time (https://tether.to), where the value of 1 USDT is intended to be approximately equal to 1 USD at any given time, provided however if the value of USDT increases above USD1.02 or falls below USD0.98 at the time where a payment is to be made in such stablecoin, the Parties shall cooperate in good faith to choose, in writing, a replacement stablecoin cryptocurrency for the purpose of such payment.

• In addition, in these Terms:
• a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being, taking account of any amendment or re-enactment or extension and includes any former state, statutory provision or subordinate legislation which it amends or re-enacts;
• unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
• unless the context otherwise requires, words in the singular include the plural and in the plural include the singular;
• clause, Schedule and paragraph headings shall not affect the interpretation of these Terms;
• references to clauses and Schedules are to the clauses of and Schedules to these Terms and references to paragraphs are to paragraphs of the relevant Schedule;
• the Schedules form part of these Terms, and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the Schedules;
• a reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated in accordance with its terms from time to time;
• thousands are separated by commas (,), while decimals are denoted by a dot (.); and
• unless the context otherwise requires, “or” has the inclusive meaning of “and/or”.

2. TERMS OF AGREEMENT

• These Terms constitutes a binding legal agreement between the Buyer and the Seller. It contains the terms that govern the Buyer’s purchase, and the Seller’s sale, of NEXD as well as any smart contracts (if any) related to the distribution of NEXD, in the event that the Seller decides to issue and sell NEXD. The Buyer acknowledges that the Seller is under no obligation to issue or sell any NEXD by virtue of these Terms or any other document executed between the Parties.
• The initial total maximum network supply of NEXD and the Purchase Price shall be set out in the Agreement.
• The Purchase Price for NEXD may be payable in USD or its equivalent in USDT / USDC (by using the exchange rate of 1 USD = 1 USDT/USDC, or if paid in any other digital token acceptable to the Seller, at the spot rate of exchange at the time of payment, as the same may be determined by the Seller and notified to the Buyer).
• The Parties agree that the Buyer shall pay the agreed Purchase Price as set out in the Agreement to the Seller’s designated bank account or wallet address for the relevant token (as the case may be), which must be received in the designated bank account (in immediately available funds) or wallet address (as confirmed by at least forty (40) confirmations on the relevant blockchain network), as the case may be, by no later than the Payment Deadline as set out in the Agreement, or such later date as may be agreed to in writing between the Parties.
• Save as otherwise separately notified to the Buyer, the Seller’s designated wallet address for payment of the Purchase Price shall be set out in the Agreement. It is expressly agreed that the Seller may direct the Buyer to make payment of the Purchase Price to a bank account or wallet address belonging to any Affiliate of the Seller. The Buyer is aware that cyberthieves and other bad actors may attempt to impersonate the Seller and provide the Buyer with wire transfer or wallet information that is falsified and is designed to pay said bad actor instead of the Seller. Accordingly, prior to making any payment of the Purchase Price to the Seller, the Buyer shall confirm by e-mail or the Telegram messaging application (or such other secure messaging application deemed acceptable by the Parties) the amount of the Purchase Price and the wallet address (including the relevant blockchain) to which the Purchase Price shall be sent, and the Seller shall have no liability if the Buyer sends the Purchase Price or any portion thereof to the wrong wallet address.
• NEXD purchased shall be subject to a lock-up, and shall be unlocked and delivered to the Buyer in accordance with the unlock schedule set out in the Agreement (or such other earlier date(s) at the sole discretion of the Seller).
• Without admitting or acknowledging that these Terms or NEXD may qualify as a “security” under any applicable securities laws, Notwithstanding the expiration of any lock-up described in the Agreement, the Buyer shall not sell, transfer or otherwise dispose of any NEXD in violation of any applicable laws. If the NEXD are deemed securities for purposes of any securities law of any applicable jurisdiction or by a court of competent jurisdiction, then the Seller shall not be required to transfer any NEXD unless such NEXD have been registered under the relevant securities law or pursuant to an exemption from registration thereunder.
• The Buyer agrees that until NEXD that remain subject to a lock-up become unlocked, the Buyer will not transfer any such tokens, issue any options to purchase, forward contract, swap contract or other derivative contract in respect of such tokens, or issue any instruments convertible into, exchangeable for, or that represent the right to receive such tokens (including without limitation any over-the-counter sales of NEXD), or otherwise transfer the economic interest in such tokens via any transaction or series of transactions, or create any Encumbrance in respect of the same; notwithstanding the foregoing, a non-economic transfer (e.g., for security reasons or to transfer the purchased NEXD to a custodian) shall not constitute a transfer for the purposes of this Clause 8.
• For the avoidance of doubt, the Buyer acknowledges that the mechanism for delivery of NEXD to the Buyer (whether performed manually on each delivery date or algorithmically via distribution smart contract(s) deployed on the relevant blockchain network) shall be at the discretion of the Seller. In the event that the Seller determines that the unlocking and delivery of NEXD hereunder is to be performed algorithmically via distribution smart contract(s), the Buyer acknowledges that the exact delivery date for NEXD will be pegged to the generation of selected blocks (and subsequent inclusion into the underlying blockchain network). Due to this technical aspect of the distribution smart contract(s), the exact block time for generation of the selected block is affected by the rate of block generation, which in turn is affected by the actual operations of the underlying blockchain network. As a result of these various dependencies (or errors with the distribution smart contract(s) including errors, failures, bugs or lack of network “gas” to send tokens), if unlocking and delivery of NEXD will be performed algorithmically, then notwithstanding any of the other Clauses herein, the delivery schedule as set out in the Agreement can only be construed as an estimated schedule of the time period or date for delivery of NEXD (actual delivery may occur across an earlier or later period or date). The Buyer acknowledges that certain administrative or ministerial actions and efforts may be required from it in order for it to receive purchased NEXD (e.g. sending a “claim” function to a token contract).
• The Buyer shall confirm to the Seller the wallet address for delivery of NEXD no later than thirty (30) days prior to the expected date of the first delivery of NEXD, failing which the Seller shall be entitled to deliver NEXD to any such wallet address from which the Purchase Price (or part thereof) had been paid. Upon the delivery of all NEXD to the relevant wallet address in accordance with the Agreement, the Seller shall be deemed to have fully performed all its obligations under these Terms and shall have no further obligations under these Terms.
• The Buyer acknowledges that upon the receipt of the Purchase Price in full by the Seller, risk of loss of NEXD passes in the Republic of Seychelles from the Seller to the Buyer.
• The Seller expressly reserves the right to exchange, fork, hard spoon, otherwise migrate all the NEXD generated in connection with the token distribution (the Original Tokens) to another smart contract, whether on the same or a different blockchain network protocol, or otherwise replace the Original Tokens with another digital token (the Replacement Tokens) should the relevant governing body with control over the network at such point in time determine, at its discretion (acting reasonably and in good faith), that doing so is necessary or useful for the operation of NEXADE, legal compliance reasons or for the purposes of achieving technical and operational efficiencies. Should the Seller decide to exchange or migrate the Original Tokens and/or the existing chain state, the Seller may no longer provide support for the Original Tokens relating to NEXADE, the Services or any other operational matters, except with respect to the exchange, migration or replacement If NEXD is exchanged or migrated to another blockchain network protocol, the practical utility of Original Tokens will likely diminish rapidly once Replacement Tokens are created. The Buyer acknowledges and agrees that for it to participate in NEXADE or obtain future utility from NEXD following the creation of Replacement Tokens, certain actions and efforts may be required from it in order for it to receive Replacement Tokens. Where the Buyer has fully complied with all actions and efforts reasonably required by the Seller and/or NEXADE to be eligible to receive Replacement Tokens, the Buyer shall be entitled to receive such number of Replacement Tokens such that the percentage of the total number of issued Replacement Tokens held by the Buyer immediately after the migration of all Original Tokens equals the percentage of the total market capitalization of the Original Tokens held by the Buyer immediately prior to the migration of any Original Tokens (after taking into account all subsequent purchases and sales by the Buyer), on substantially the same terms and conditions as those contained herein.

• In the event of any Group Entity’s merger or consolidation with or into another third party, a change in control of any Group Entity, or transfer/conveyance of substantially all the assets of any Group Entity, the Seller may at its sole discretion upon written notice to the Buyer, elect not to deliver NEXD under these Terms in accordance with the original delivery schedule but, acting in good faith, to deliver such other substantially equivalent digital asset(s) (including NEXD) or asset(s) (or any combination of the foregoing) with appropriate or necessary adjustments as to the amount and type of assets as well as any delivery schedule, lock-up period or vesting period, whereupon these Terms will terminate and the Buyer shall be required to execute such other transaction document as prescribed by the Seller to give effect to this Clause 13.

3. SCOPE OF TERMS

• Unless otherwise stated herein, these Terms (which for the avoidance of doubt includes the Schedules hereto) governs only the Buyer’s purchase of NEXD from the Seller and continued holding of NEXD.
• The Seller shall use reasonable efforts to procure the development of NEXADE in accordance with the development roadmap as described in the Token Documentation, and shall use reasonable efforts to procure that NEXADE remains operational for a period of at least 2 years from the Effective Date, save in the case where there is (a) any adverse change of the regulatory environment, (b) newly identified legal risk(s) which restrict or prohibit the development of NEXADE or the operations of any Group Entity, (c) any information or analysis (whether legal or otherwise) which results in NEXADE becoming operationally or commercially unfeasible, or (d) a voluntary termination of operations of any Group Entity, a general assignment for the benefit of creditors of any Group Entity or, any other liquidation, dissolution or winding up of any Group Entity, whether voluntary or involuntary. The Buyer acknowledges that the Token Documentation may be updated by the Seller from time to time (including without limitation changes to the token metrics or issuance/supply plans, changes to business roadmap, including pivoting of business model) depending on business requirements, and once published on the Website, the Buyer shall be deemed to have read and accepted the contents of the updated Token Documentation.
• Without prejudice to the generality of the foregoing, the Buyer acknowledges that there are a variety of risks related with the project to develop NEXADE, and the Seller does not provide any assurance or guarantee that NEXADE or NEXD will meet any Party’s expectation for product-market-fit, network adoption or distribution. The Seller makes no promises or representations regarding the success of the overall strategic concept for NEXADE or NEXD (which would depend on general market conditions as well as the market’s receptiveness), and the Buyer shall in no way hold the Seller liable for the same.
• The Parties acknowledge that it is a fundamental condition and inducement for the allocation of NEXD to the Buyer that the Buyer shall use its best efforts to provide assistance and support to the Seller and its Group Entities in respect of NEXADE in order to promote development of the same, including without limitation participating (or delegating its participation) in any staking / liquidity mining program which may be introduced in the future, and any undertakings or agreements which may have been separately agreed in written correspondence between the Parties.
• Any potential future use of NEXD in connection with providing or receiving Services on NEXADE (when the same is successfully completed and deployed) will be governed solely by other applicable terms and policies (collectively, the Service Terms and Policies), which will be made available on NEXADE and/or the Website, if NEXADE is successfully completed and deployed. The Seller may add new terms or policies to the Service Terms and Policies at its sole and absolute discretion, and may update each of the Service Terms and Policies from time to time. In the event of any conflict between these Terms and the Service Terms and Policies, the Service Terms and Policies shall take precedence. It shall be the Buyer’s responsibility to regularly check the Website for any such notices.
• The Buyer agrees and accepts that notwithstanding any of the provisions in these Terms, the scope of these Terms is solely restricted to NEXD (however branded or named) and the Buyer does not have any claim or any other right to any other products, services or digital tokens issued by any Group Entity.
• The Seller and Group Entities may have economic interests that conflict with those of the Buyer and/or their Affiliates. The Buyer agrees that nothing in these Terms or any other contractual arrangement between the Parties (and/or their Affiliates) will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Group Entity, on the one hand, and the Buyer (or its Affiliates), on the other hand; and that all such relationships are solely contractual in nature. The Buyer acknowledges and agrees that (a) the transactions contemplated by these Terms or any other contractual arrangement between the Parties (and/or their Affiliates), including any exercise of rights and remedies hereunder and thereunder, are arm’s-length commercial transactions between the relevant Group Entity, on the one hand, and the Buyer (or the relevant Affiliate), on the other, and (b) in connection therewith and with the process leading thereto, (i) no Group Entity has assumed any advisory or fiduciary responsibility in favour of the Buyer or its Affiliates with respect to the transactions contemplated hereby, or the exercise of rights or remedies with respect thereto, or the process leading thereto (irrespective of the contractual relationship between the Parties) or any other obligation to the Buyer or its Affiliates, and (ii) each Group Entity is acting solely as principal and not as the agent or fiduciary of the Buyer, its management, investors, creditors, or any other Person or any of their Affiliates. The Buyer acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deems appropriate and that it is responsible for making its own independent judgment with respect to transactions entered into with any Group Entity and the process leading thereto. The Buyer agrees that it will not claim that any Group Entity has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Buyer, in connection with such transaction or the process leading thereto.
• The Buyer understands and agrees that the Seller is under no obligation to amend and restate these Terms in connection with any subsequent agreements granted by the Seller on different/alternative terms or to notify the Buyer of any different/alternative terms, including any that may be more favourable for certain purchasers of NEXD.

4. TOKEN SALE PROCEDURES AND SPECIFICATIONS

• By purchasing NEXD, the Buyer acknowledges and accepts that all proceeds will be applied towards the advancement, research, design and development of, and advocacy for NEXADE subject to applicable laws.
• This endeavour will incur costs for various activities such as technology development and maintenance of platform / network, academic research, production of educational and training material, various expansion, promotional and marketing activities, operational expenses (including without limitation administrative expenses, office rental, network/IT expenses, staff payments and bonuses, travel expenses), maintenance, legal compliance, accounting and consultancy, including all purposes and expenses in connection or ancillary therewith. Depending on the circumstances of the development, this may require inter-group or external transfers and allocation of sale proceeds of any private or public sale (including the Purchase Price) for payment of expenses, risk management, or any purposes related to the foregoing. For the avoidance of doubt, the relevant Group Entity may declare a profit and/or pay a dividend to its registered shareholders based on generally accepted accounting principles.
• To purchase NEXD, a buyer must hold or control an established and operational digital wallet, in respect of which the private key is known to and controlled by the buyer. Buyers must not send any virtual currency from, or request the Seller to send any NEXD to, an exchange or other hosted wallet in respect of which the private key is not available to the buyer. The Seller reserves the right to prescribe additional conditions regarding specific digital wallet requirements.
• The Buyer acknowledges that the currency (whether fiat or virtual) used in the purchase of NEXD will be held by the Seller (or its Affiliate) after the token sale, and the Buyer will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token sale.

5. NOT AN INVESTMENT VEHICLE; NO REDEMPTION

• All sale proceeds of any private or public sale (including the Purchase Price) shall strictly be applied towards the advancement, research, design and development of, and advocacy for NEXADE, and pay for various activities including such as technology development and maintenance of platform / network.
• Notwithstanding any of the provisions herein, the Buyer acknowledges and accepts that participation in NEXADE by purchasing or holding NEXD is not (and is not intended to be) participation in any financial instrument, investment vehicle, trading vehicle, fund, collective investment scheme or other similar scheme or investment product. NEXD are strictly not redeemable for any assets of any entity or organisation.
• For the avoidance of doubt, where there are future community governance rights implemented in respect of the operations of NEXADE and project to develop the same (including without limitation formation of any decentralised autonomous organization or similar organisation), community governance rights shall expressly exclude matters in respect of redemption of NEXD (for any assets of any entity or organisation), and all voting on such matters (including any act or attempt to act in respect of the same) shall be expressly ultra vires.
• In particular, “Risk Free Value” (RFV) or “51% attack” are individuals, group, actors, participants or parties which generally attempt to target development projects (similar to the project to develop NEXADE) for financial gain by acquiring or controlling digital tokens with governance rights and subsequently compelling redemption of tokens from project treasuries / token sale proceeds without regard for the express objectives of the underlying development project or permissible scope of governance rights, and which activities may also include unethical or illegal activities such as spreading misinformation, harassment, social engineering, and instigating or abetting contractual breaches (any such individuals, group, actors, participants or parties, RFV Parties). To the fullest extent permissible by law, the Seller and Group Entities expressly disclaim that NEXD acquired or controlled by RFV Parties shall not grant the token holder any contractual rights (including without limitation any usage or community governance or voting rights) which would ordinarily be granted to other holders of NEXD.

6. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

The Buyer acknowledges and agrees that there are risks associated with purchasing NEXD, holding NEXD, and using NEXD for providing or receiving Services on NEXADE, as disclosed and explained in Schedule 1. BY PURCHASING NEXD, THE BUYER EXPRESSLY ACKNOWLEDGES, ACCEPTS AND ASSUMES THESE RISKS.

7. SECURITY

The Buyer is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used by the Buyer to receive and hold NEXD that is purchased from the Seller, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If such private key(s) or other access credentials are lost, the Buyer may lose access to its NEXD. The Seller is not responsible for any security measures relating to the Buyer’s receipt, possession, storage, transfer or potential future use of NEXD nor is the Seller under any obligation to recover any NEXD and the Seller hereby excludes (to the fullest extent permitted under applicable laws) any and all liability for any security breaches or other acts or omissions which result in the Buyer’s loss of (including any loss of access to) NEXD.

8. PERSONAL INFORMATION AND DATA PROTECTION

• The Seller may determine, in its discretion (acting reasonably and in good faith), that it is necessary to obtain certain information about the Buyer in order to comply with applicable laws or regulations in connection with selling NEXD to the Buyer. The Buyer agrees to provide the Seller with such information promptly upon request, and the Buyer acknowledges and accepts that the Seller may refuse to sell NEXD to the Buyer until it provides such requested information and the Seller has subjectively determined that it is permissible to sell NEXD to the Buyer under applicable laws or regulations.
• The Buyer hereby consents to the Seller transferring the Buyer’s personal data to another Group Entity or third party service provider for processing and to recipients in countries which may not provide the same level of data protection as the Buyer’s jurisdiction if necessary for the purposes described in Clause 1 above.
• The Seller (and its Group Entities if appropriate) will collect, use, process and disclose the Buyer’s information and personal data for providing services and discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purpose). The Seller may disclose the Buyer’s information to the Seller’s service providers, agents, relevant custodians or similar third parties for these Purposes. The Seller may keep the Buyer’s information for such period as may be determined by the Seller (which shall be no shorter than any mandatory period prescribed by law) to contact the Buyer about NEXADE.
• If the Buyer withdraws its consent to any or all use of its personal data, depending on the nature of the request, this may limit the scope of the Seller’s services which the Seller is able to provide to the Buyer. The Buyer may withdraw its consent to any or all use of its personal data by contacting the Seller at info@nexade.finance (marking the email for the attention of Data Protection Officer). The Seller will endeavour to respond to the query / request within 30 calendar days, and if that is not possible, it will inform the Buyer of the time by which the Seller will respond, but in any event the Seller shall respond within such time period as is required by applicable law.
• The Buyer hereby warrants, represents and confirms to the Seller and each Group Entity, and shall procure that with respect to any personal data of any individual (including, where applicable, the Buyer’s directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, an Individual) disclosed to the Seller in connection with these Terms, the Service Terms and Policies or the sale of NEXD or otherwise collected by the Seller in the course of the relationship between the Buyer and the Seller (or any Group Entity, as the case may be):
  • that each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted the Buyer on his/her behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of such Individual’s personal data by the Seller for the Purpose;
  • that each Individual has read and consents to the collection, processing, use and disclosure of the Individual’s personal data by the Seller in accordance with the Purpose; and
  • that any consent given pursuant to these Terms in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiry of these Terms and the Service Terms and Policies.

If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, the Seller may not be in a position to continue its relationship with the Buyer or sell NEXD, and the Seller shall be entitled to enforce its rights under these Terms and the Service Terms and Policies (without prejudice to the Seller’s other rights and remedies at law against the Buyer).

• The Buyer hereby consents to the Seller disclosing any of the Buyer’s information held by the Seller to any governmental or regulatory authority where, based on the opinion of the Seller’s counsel, the Seller reasonably believes that its interests or the interests of a Group Entity require disclosure (including without limitation the submission of a report of suspicious transactions/activities to the relevant authorities). Save in the case where it is prohibited from doing so by law, if the Seller intends to make such a disclosure, it will give the Buyer at least 5 Business Days’ advance notice in writing (or such other shorter period prescribed by the relevant authority requiring the Seller to disclose information) during which time the Buyer may object. The Seller may consider the Buyer’s objection but shall not be bound by it. The Buyer hereby agrees to hold the Seller and its Group Entities harmless in respect of any disclosure of information by the Seller in accordance with these Terms. For the avoidance of any doubt, the Seller shall not be liable to the Buyer or any other Person for any loss, damage or expense incurred directly or indirectly as a result of such disclosure unless such loss, damage or expense was caused by the Seller’s wilful default or fraud.

9. TAXES

The Purchase Price that the Buyer pays for NEXD is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes). The Buyer is solely responsible for determining what, if any, taxes apply to the Buyer in connection with its purchase of NEXD. It is also the Buyer’s sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes to the appropriate tax authorities in such jurisdiction in which the Buyer may be liable to tax. The Seller is not responsible for withholding, collecting, reporting, paying, settling and/or remitting any sales, offerings, use, value added, or similar tax arising from the Buyer’s purchase of NEXD. The Seller cannot and does not provide tax advice, and recommends that the Buyer seek appropriate professional advice in this area if required.

10. REPRESENTATIONS AND WARRANTIES

• By purchasing NEXD, the Buyer represents and warrants to the Seller as follows:
• • The Buyer has read, understands and consents to all the terms of these Terms (including all Schedules) and the Token Documentation.
  • The Buyer has received a copy of the current Token Documentation prepared in relation to NEXD and has carefully read it. The Buyer acknowledges and consents that the Token Documentation may change prior to and after the date of delivery to the Buyer hereunder of all NEXD purchased (the Completion Date), and the Buyer accepts the obligation to promptly read new versions of the Token Documentation, which will be made available via the Website. The Buyer understands and agrees that any changes to the Token Documentation or the Website, including material changes that may affect the use of NEXD or NEXADE, is not a breach of these Terms and shall not result in any liability to the Seller hereunder.
  • The Buyer has good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing NEXD.
  • All information provided by the Buyer to the Seller is true, complete, accurate and not misleading.
  • If the Buyer is an individual, based on applicable laws in the Buyer’s jurisdiction, the Buyer is of sufficient legal age and capacity to purchase NEXD, accept these Terms and enter into a binding agreement with the Seller. If the Buyer is a legal Person, the Buyer is duly organised, validly existing and in good standing under the laws of the Buyer’s domicile and each jurisdiction where the Buyer conducts significant business or where its material assets are located.
  • Notwithstanding the disparity of information or disadvantage between the Buyer and the Seller, the Buyer has obtained sufficient information about NEXD to make an informed decision to purchase NEXD. Additionally, the Buyer is aware of the Seller’s business affairs and financial condition and, based on its experience, has obtained sufficient information about the Seller to reach an informed decision to purchase NEXD.
  • The Buyer understands that NEXD confers only the right to utilise NEXADE and confers no other rights of any form with respect to NEXADE or the Seller or any Group Entity, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or to participate in shareholder meetings, the right to nominate a director or to other financial or legal rights.
  • The Buyer is purchasing NEXD to participate in NEXADE, as well as to support the advancement, research, design and development of, and advocacy for NEXADE subject to applicable laws. The Buyer is not purchasing NEXD for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes.
• The Buyer acknowledges that:
  • NEXD does not have any intrinsic value/pricing and that it may never recover any cash, digital assets or other assets which are used directly or indirectly to acquire NEXD;
  • there is no market-standard valuation process to determine the value of NEXD at any given time; and
  • the Seller gives no guarantees whatsoever on the value of NEXD which may be highly volatile and could reduce to zero.
• The Buyer acknowledges and agrees that the Seller may impose eligibility criteria to access certain functionality in respect of NEXD which may require the Buyer to incur additional time and monetary costs (where such eligibility criteria shall apply to all NEXD holders equally).
• The Buyer’s purchase of NEXD complies with all applicable laws and regulations in the Buyer’s jurisdiction, and the law and regulation of any jurisdiction to which the Buyer may be subject, including, but not limited to: (i) legal capacity and any other threshold requirements for purchasing NEXD, using NEXD in the ecosystem on NEXADE, and entering into contracts with the Seller; (ii) any foreign exchange or regulatory restrictions applicable to such purchase; and (iii) any governmental or other consents that may need to be obtained.
• The Buyer’s purchase of NEXD shall be made in full compliance with any applicable tax obligations to which the Buyer may be subject in any relevant jurisdiction. The Buyer understands that it bears the sole responsibility to determine if its usage of NEXADE, the delivery of any digital assets to the Buyer, the ownership or use of NEXD, the potential appreciation or depreciation in the value of NEXD over time, the sale and purchase of NEXD and/or any other action or transaction related to the Seller or NEXADE have tax implications (including determining what taxes may apply to the acquisition, possession, storage, sale or other use of NEXD including, for example, sales, use, value-added and similar taxes and for complying with any obligations to withhold, collect, report and remit the correct taxes to the appropriate tax authorities in relation to its acquisition, possession, storage, sale or other use of NEXD); by holding or using NEXD, and to the extent permitted by law, the Buyer agrees not to hold Seller or any Group Entity (including developers, auditors, contractors or founders of the same) liable for its tax liability associated with or arising from the ownership or use of NEXD or the Buyer’s other actions or transactions related to the usage of NEXADE.
• The Buyer is a highly sophisticated and experienced party that acknowledges and understands that (i) the Group Entities may possess material information regarding NEXADE and NEXD that is not publicly available and has not been made available to the Buyer, which information may impact the value of NEXD or the use on NEXADE, and that the Seller is not disclosing such information to the Buyer, (ii) due to legal uncertainty, NEXD may be deemed to be securities or financial instruments under applicable laws. Notwithstanding any disparity in information or legal uncertainty, the Buyer has agreed to enter into these Terms and consummate the transactions hereunder and hereby agrees not to bring any claim against the Seller, the Group Entities or any of their respective Affiliates in respect thereof and, as a sophisticated party with extensive experience in token purchase transactions, hereby waives any claims or causes of action in respect thereof.
• The Buyer acknowledges that it has been advised by the Seller to obtain independent legal and tax advice with respect to entering into these Terms, it has obtained such independent legal advice or has expressly waived such advice, and is entering into these Terms with full knowledge of the contents hereof of its own free will and with full capacity and authority to do so.
• The Buyer is purchasing NEXD for its own account and not purchasing on behalf of any other entity or person, and not with a view to the resale or distribution of any part thereof, or creating any Encumbrance in respect of the same, and the Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same, or pledging or creating any security interest in respect of the same. The Buyer does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation(s) to such person or to any third party with respect to any NEXD. The Buyer has not been formed for the specific purpose of acquiring NEXD.
• The Buyer acknowledges and agrees that:
  • it is familiar with all related regulations in the specific jurisdiction in which it is based and that its acquisition of NEXD (through purchase or otherwise) in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
  • no regulatory authority has examined or approved of the information set out in the Token Documentation or any other material in connection with NEXD;
  • it will not use NEXD if such use would constitute a public offering of NEXD in any country or jurisdiction where action for that purpose is required;
  • the distribution or dissemination of the Token Documentation, any part thereof or any copy thereof, or any use of NEXD by the Buyer, is not prohibited or restricted by the applicable laws, regulations, or rules in its jurisdiction, and where any restrictions in relation to possession are applicable, it has observed and complied with all such restrictions at its own expense and risk without liability to the Seller;
  • it shall ensure that no obligations are imposed on the Seller in any such jurisdiction as a result of any of the actions taken by it in the preceding sub-clause; and
  • the Seller will have no responsibility for and it will not obtain any consent, approval or permission required by the Buyer for, the acquisition, offer, sale or delivery by it of NEXD under the laws and regulations in force in any jurisdiction to which it is subject or in or from which it uses NEXD.
• The Buyer is not a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a country (i) where holding cryptographic tokens, trading tokens, or participating in token sales, whether as a purchaser or a seller, is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act, or (ii) where it is likely that the sale of NEXD would be construed as the sale of a security (howsoever named), financial service, investment product or regulated virtual asset activity (including without limitation the United States of America, Canada and the People’s Republic of China (each a Restricted Territory)), nor is the Buyer purchasing NEXD from any Restricted Territory, nor is the Buyer an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Territory, nor is the Buyer purchasing NEXD on behalf of any person or entity from a Restricted Territory.
• The Buyer is not a citizen or resident of a geographic area in which access to or participation in NEXADE is prohibited by applicable laws, decrees, regulations, treaties, or administrative acts.
• The execution, delivery and performance of these Terms by the Buyer will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, or otherwise require any consent under: (i) any provision of the Buyer’s constitutional documents (if applicable), (ii) any provision of any judgment, decree or order, or any agreement, obligation, duty or commitment to which the Buyer is a party, or by which the Buyer is bound, or to which any of its material assets are subject, (iii) any laws, regulations or rules applicable to the Buyer, (iv) any foreign exchange or regulatory restrictions applicable to such purchase, or (v) any governmental or other consents that may need to be obtained.
• The contributions made to purchase NEXD are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which the Seller or the Buyer are located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and the Buyer will not use NEXD to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, the Buyer shall fully comply with all Compliance Regulations and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving it or any of its Affiliates with respect to the Compliance Regulations is pending or, to the best of its knowledge (after due and careful enquiry), threatened.
• All contributions made to purchase NEXD will be made only in the Buyer’s name, from a digital wallet or bank account (as the case may be) beneficially owned by the Buyer that is neither connected to nor located in a Non-Cooperative Jurisdiction.
• Neither the Buyer, nor any person who controls the Buyer, or any person for whom the Buyer is acting as an agent or nominee or any beneficial owner of the Buyer, as applicable: (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time or any other list of sanctioned persons including the Table of Denial Orders, the Entity List, Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC; (ii) is a Foreign Shell Bank; (iii) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction; or (iv) is a Prohibited Person.
• The Buyer’s net assets (excluding the value of the Buyer’s primary residence) exceed in value USD2,000,000 (or its equivalent in a foreign currency) or such other amount as may be notified by the Seller to the Buyer and/or income in the preceding 12 months is not less than USD250,000 (or its equivalent in a foreign currency) or such other amount as may be notified by the Seller to the Buyer, and the Seller may be entitled to perform periodic reviews to verify such information and/or require the Buyer to execute such other declaration or document in connection with the same from time to time.
• The Buyer is not purchasing NEXD with a view to immediate sale or in connection with any distribution, in whole or in part. The Buyer will not, directly or indirectly, transfer NEXD except in accordance with the applicable laws and the provisions hereof. The Buyer understands that it must bear the economic risk of its purchase of NEXD for an indefinite period of time. The Buyer understands that to the extent NEXD is deemed to be a security under the laws of any jurisdiction in which NEXD is to be traded or the subject of transfers, such trades or transfers of NEXD may be restricted by such laws, and that no market exists or is expected to develop for NEXD.
• The Buyer agrees that if its country of residence or other circumstances change such that the above representations are no longer accurate, that the Buyer will immediately cease using NEXADE.
• The Buyer acknowledges that NEXD had been sold to the Buyer on the expectation that the Buyer shall use all reasonable commercial efforts to be an active contributor and supporter of NEXADE subject to all applicable laws.
• The Buyer acknowledges and undertakes that it shall provide the Seller with such information as the Seller may deem necessary or appropriate in order to maintain compliance with all applicable laws including:
  • compliance with the representations set out in this Clause 10; and
  • to address any inquiries that the Seller may expect from regulatory authorities, courts or arbitral authorities in any jurisdiction.
• NEXD will be deemed to contain a legend comprising matter substantially to the effect of the capitalized disclaimers at the beginning of this document.
• The Buyer is not a U.S. Person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act. To the Buyer’s knowledge, the offer and sale of NEXD herein was made in an offshore transaction (as defined in Rule 902(h) of Regulation S) and no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States. The Buyer is not acquiring the Interests for the account or benefit of any U.S. Person. In this regard, the Buyer acknowledges that the Seller is a “foreign issuer” with “no substantial U.S. market interest”, and no persons acting on the Seller’s behalf has engaged or will engage in any “directed selling efforts”, and each other sale which can be integrated with the sale of NEXD under these Terms is an “offshore transaction”.
• If circumstances change such that the above representations are no longer accurate, the Buyer will immediately notify the Seller.
• Each Party hereby represents, warrants and covenants to the other Party as follows:
• It is a corporation or partnership (as the case may be) duly organised, validly existing and in good standing under the laws of its domicile.
• It has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
• It has all requisite power and authority to execute and deliver these Terms and to carry out and perform its obligations under these Terms.
• These Terms will constitute its legal, valid and binding obligations under the governing law of these Terms, enforceable against it in accordance with its terms, save that such enforceability may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
• The Seller hereby represents, warrants and covenants to the Buyer that upon the delivery of NEXD and payment therefor in accordance with the provisions of these Terms, the Buyer will acquire valid marketable title to NEXD, free and clear of any Encumbrance other than as set forth herein.
• The Buyer hereby acknowledges that the Seller has entered into these Terms in reliance upon the Buyer’s representations and warranties being true, accurate, complete and non-misleading. Save as provided in Clauses 2 and 10.3, the Seller makes no warranties or representations, express or implied, and provides no guarantees (in each case whether express or implied) that NEXD shall confer any actual and/or exercisable rights of use, functionality, features, purpose or attributes in connection with the provision and receipt of the Services on NEXADE. The Buyer, in making the decision to purchase NEXD, has relied upon its independent investigation of the Seller and NEXADE, and has not relied upon any oral or written information, warranties, representations or assurances from any Group Entity, its owners, directors, officers, employees, agents, or any other representatives of any Group Entity (other than as expressly set forth in these Terms).
• The Buyer hereby acknowledges and agrees that the Seller may have to procure an amendment to the functionality of NEXD at any time in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated, including the following:
• Any actual action taken, or potential action that the Seller expects to be taken, by a court or regulatory authority in any jurisdiction in relation to the use of NEXD and all related matters.
• Any additional legal or regulatory risk mitigation in respect of the functionality of NEXD that the Seller decides to undertake at any time.

11. DISPUTE RESOLUTION

Any dispute arising out of or in connection with these Terms or any of the transactions contemplated in connection with the same shall be referred to and finally resolved by the Seychelles courts

12. NOTICES AND COMMUNICATIONS.

• Any notice, demand or communication in connection with these Terms shall be in writing in English, and unless otherwise specified, delivered personally or sent by registered post, or through electronic communication by way of email, and marked for the attention of such person (if any), designated by it to the other Party for the purposes of these Terms or to such other address or e-mail address as a Party may from time to time duly notify the other in writing.
• The addresses and contact details of the Parties for the purposes of these Terms are as set out on the signature page below.

• Any such notice, demand or communication shall be deemed to have been duly served:

• • in the case of delivery by hand or by courier, when delivered;
  • in the case of e-mail, at the time that it is received in recipient’s inbox in readable form, provided that such e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not immediately receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient; and
  • in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the seventh Business Day after the date of posting (if sent by air mail), provided that in each case where delivery occurs on a day which is not a Business Day, or after 6.00pm on a Business Day, service shall be deemed to occur at 9.00 am the next following Business Day and in proving service, it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped, posted and was properly addressed and despatched.

13. GOVERNING LAW AND JURISDICTION

• These Terms are governed by the laws of Seychelles, without regard to conflict of law rules or principles (whether of Seychelles or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
• The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.

14. INTELLECTUAL PROPERTY

The Seller (or the relevant Group Entity, as the case may be) retains all right, title and interest in all of the Seller’s (or the relevant Group Entity’s, as the case may be) Intellectual Property in connection with NEXD and any element of NEXADE. The Buyer may not use any of the Seller’s (or any Group Entity’s) Intellectual Property for any reason. For the avoidance of doubt, the Buyer shall not have any ownership rights or rights to Intellectual Property relating to any other cryptographically-secured digital token or asset (whether fungible or non-fungible). For the avoidance of doubt, this Clause 14 does not constitute any representation or warranty to the Buyer regarding such Intellectual Property.

15. PUBLICITY

• The Parties shall not refer to the other Party in any advertising, promotional or marketing materials on social media or otherwise, either by name or through example or otherwise disclose the existence of these Terms or its terms (including pricing), to any third party without prior written consent of the other Party, except such customary publicity rights in connection with the factual description of the Buyer’s purchase of NEXD (including publishing the Buyer’s logo and name on the Seller’s Website, Twitter, Discord and/or Telegram accounts or on informational marketing materials regarding NEXADE via such other scope or medium as may be agreed between the Parties from time to time).
• It is further agreed by the Parties that the restrictions set out in this Clause 15:
  • shall apply across all jurisdictions globally, irrespective of the medium of announcement and the language of announcement; and
  • shall apply to all and any document(s), power-point presentations, excel spreadsheets, brochures, letterheads, advertising materials, PR materials, marketing materials, fund-raising pitch-decks, press release etc., and whether communicated via electronic mail, instant messaging services such as Telegram, What’s App, WeChat etc., in-person orally to another person(s), fax, postal or courier services and whether made in English, Chinese, Korean, Japanese or any other language whatsoever.

16. SEVERABILITY

Whenever possible, each provision of these Terms will be interpreted in such manner as to be effective and valid under applicable laws, but if any provision or part-provision of these Terms are or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Clause 16 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.

17. TERMINATION

• These Terms shall terminate on the Completion Date. Each Party reserves the right to terminate these Terms in the event of a breach by the other Party of these Terms, save that nothing in this Clause 17 shall release any Party from (a) liability for breaches of these Terms which occurred prior to its termination or (b) rights accrued under these Terms. Without prejudice to the generality of the foregoing, if the Purchase Price is not received by the agreed time as set out in Clause 4 in the designated bank account (in immediately available funds) or wallet address (as confirmed by at least forty (40) confirmations on the relevant blockchain network), as the case may be, the Seller shall have the right to terminate these Terms.
• Upon termination of these Terms:
• • all of the rights and obligations of each Party under these Terms shall immediately terminate (including without limitation any rights to receive NEXD, whether or not subject to any delivery, lock-up or vesting period), except such rights which are intended to survive the termination of these Terms;
  • the Buyer shall not be entitled to any refund of any amount paid whatsoever, save (i) as provided for in these Terms, or in the case where these Terms are terminated by the Seller without any breach by the Buyer of these Terms or any other agreement/contract between the Parties; and
  • Clauses 6, 10, 11, 12, 14, and 15 will continue to survive and apply in accordance with their terms to the Buyer in respect of the holding or use of any NEXD, together with any of the Buyer’s obligations, or required performance of the Buyer under these Terms which, by its express terms or nature and context is intended to survive expiry or termination of these Terms.

18. ASSIGNMENT AND NOVATION

• Notwithstanding anything contained herein, these Terms and the rights and/or obligations contained herein may be assigned and/or novated without the Buyer’s consent by the Seller to any Affiliate of the Seller, or to any member, officer or director of the Seller (including without limitation any assignment or novation in connection with a reincorporation to change the Seller’s domicile). The Buyer hereby gives express upfront consent to any such assignment or novation by the Seller of these Terms without the need for any additional formality, and (if advised to be appropriate by the Seller’s counsel) agrees to execute all documents and/or take all steps required by the Seller in order to give effect to this Clause 18.
• The Buyer shall not be entitled to assign or novate its rights and obligations under these Terms without the Seller’s consent, save to an Affiliate or an entity that is controlled by one or more general partners, directors, managing members or managers of, or shares the same management company with the Buyer.
• Subject to the restriction provided herein, these Terms shall bind and inure to the benefit of such successors and assigns.

19. AMENDMENTS

• Any provision of these Terms may be amended, waived or modified by written consent of the Seller and either:
• the Purchaser; or
• the Majority-in-Interest of all then-outstanding Token Purchase Agreements with the same purchase price (determined on a per token basis).
• For the purpose of this Clause 19, “Majority-in-Interest” refers to the holders of the applicable group of Token Purchase Agreements which, in aggregate, have paid more than 50% of the total aggregate purchase price payable under the applicable group of Token Purchase Agreements.

20. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING

• The Seller reserves the right to conduct “Know Your Customer” and “Anti-Money Laundering” checks on the Buyer if deemed necessary by the Seller where such checks become required or desirable under applicable laws in any jurisdiction, and conduct periodic updates of such checks as well as perform monitoring/screening on the Buyer.
• Upon the Seller’s request, the Buyer shall immediately provide the Seller with information and documents that the Seller, at its discretion (acting reasonably and in good faith), deems necessary or appropriate to conduct “Know Your Customer” and “Anti-Money Laundering” checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs/videos of associated individuals, government identification cards or sworn statements before notaries or other equivalent professionals, constitutional documents of entities, or registers of directors, shareholders or controllers.
• Notwithstanding anything herein, the Seller may, at its discretion (acting reasonably and in good faith), refuse to deliver NEXD to the Buyer until such requested information is provided. The Seller reserves the right to terminate these Terms in the event that:
• • there is any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks;
  • based on information available to the Seller, the Buyer is suspected of receiving funds used for the purchase of NEXD, using NEXD or NEXADE, in connection with any money laundering, terrorism financing, or any other illegal activity; or
  • there is any other adverse result disclosed in connection with such checks.
• In addition, the Seller shall be entitled to use any possible efforts for preventing money laundering, terrorism financing or any other illegal activity, including without limitation (i) blocking/blacklisting of the digital wallet of any holder of NEXD or (ii) providing information regarding any holder of NEXD to any regulatory authority.
• All payments by the Buyer under these Terms shall be made only in the Buyer’s name, from a digital wallet or bank account not owned or controlled by a Prohibited Person, not located in a Non-Cooperative Jurisdiction, and is not a Foreign Shell Bank.

21. FURTHER ASSURANCE

Each Party shall take commercially reasonable efforts to do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these Terms, and (so far as it is able) to provide such assistance as the other Party may reasonably request to give effect to the spirit and intent of these Terms.

22. THIRD PARTY RIGHTS

• Except as otherwise provided in herein, these Terms are intended solely for the benefit of the Buyer and the Seller, and is not intended to confer third party beneficiary rights upon any other person or entity.
• Save for any Group Entity which shall be entitled to enforce or enjoy the benefit of the terms of these Terms, a person who is not a party under these Terms has no right under any applicable laws of any jurisdiction to enforce or to enjoy the benefit of any term of these Terms.

23. COUNTERPARTS

These Terms may be executed in any number of counterparts and/or by each party on a separate counterpart, each of which when so executed shall be an original, and all of which together shall constitute one instrument. These Terms may be executed electronically; delivery of an executed signature page of these Terms by e-mail will be as effective as delivery of a manually executed counterpart hereof, and have the same effect as if the signatures on the counterparts were on a single copy of these Terms.

24. COSTS

Each Party shall pay its own costs, charges and expenses incurred by it in connection with the preparation, negotiation, execution and performance of these Terms.

25. NON-WAIVER

A failure or delay to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Any such waiver must be in writing by the Party waiving such right.

26. INTERPRETATION; LANGUAGE

The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party. The Parties hereby acknowledge that solely for convenience these Terms may be translated into a language other than English and that a copy of the English language version of these Terms has been provided to each Party (which each Party has read, understands, and consents to); and in the event of conflict or ambiguity between the English language version and translated versions of these Terms, the English language version shall prevail.

27. ENTIRE AGREEMENT

The Agreement and these Terms (including the Schedules hereto and any documents and materials incorporated by reference) constitute the entire agreement between the Parties relating to the Buyer’s purchase of NEXD from the Seller, and the Seller’s sale of NEXD to the Buyer, in either case pursuant to these Terms (including any smart contract(s), if any, related to the distribution of NEXD) and supersedes all prior or contemporaneous agreements and understandings of any kind (including without limitation any prior versions of these Terms), both written and oral, between the Parties.

28. ELECTRONIC CONSENTS

• Each Party agrees to be bound by any affirmation, assent or agreement that it transmits to the other Party by computer or other electronic device, including internet, telephonic and wireless devices, including, but not limited to, any consent or electronic signature which that Party gives to receive communications from the other Party through electronic transmission (including without limitation, third party services such as DocuSign). Each Party agrees that when it clicks on or accepts an “Agree”, “Consent”, “Accept”, “Confirm”, “Signature”, “Digital Signature”, “Sign”, “Digitally Sign”, “Sign here” or other similarly worded button or entry field with his, her or its mouse, keystroke or other device, such agreement or consent will be legally binding and enforceable against that Party and will be the legal equivalent of its handwritten signature on an agreement that is printed on paper.
• Each Party agrees that all agreements, notices, disclosures, and other communications provided to them, including these Terms, shall be provided in electronic form.

29. FORCE MAJEURE

The Seller will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond the Seller’s reasonable control.

30. NO PARTNERSHIP OR AGENCY

• The purchase of NEXD by the Buyer from the Seller does not create any form of partnership, joint venture, agency or any other similar relationship between the Parties, nor cause the Parties to be deemed acting in concert in any respect.

SCHEDULE 1

Certain Risks Relating to Purchase, Sale and Use of NEXD

IMPORTANT NOTE: AS NOTED ELSEWHERE IN THESE TERMS, NEXD IS NOT BEING STRUCTURED OR SOLD AS SECURITIES OR ANY OTHER FORM OF INVESTMENT PRODUCT. ACCORDINGLY, NONE OF THE INFORMATION PRESENTED IN THIS SCHEDULE 1 IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. THE SELLER EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THESE TERMS, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION (III) ANY ACTION RESULTING FROM SUCH INFORMATION OR (IV) THE SALE OR USE OF NEXD.

By purchasing, holding and using NEXD, the Buyer expressly acknowledges that it understands and assumes a variety of risks (including without limitation the following risks):

1. Risk of changes in functionality

NEXD does not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the Token Documentation and which may change from time to time.

2. NEXD is non-refundable

The Seller is not obliged to provide NEXD holders with a refund related to NEXD for any reason, and NEXD holders acknowledge and agree that they 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 NEXD, including no promise of inherent value, no promise of continuing payments, and no guarantee that NEXD will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the laws in the jurisdiction of NEXD.

3. Risks Associated with the related Blockchain and underlying protocol

Because NEXD and NEXADE are based on blockchain technology, any malfunction, breakdown or abandonment of the relevant blockchain may have a material adverse effect on NEXADE or NEXD. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to NEXD and NEXADE by rendering ineffective the cryptographic consensus mechanism that underpins the relevant blockchain. The future of cryptography and security innovations is highly unpredictable.

Further, products or services available on NEXADE may require digital assets provided by a user to be deposited with, “staked” with and/or otherwise require interaction with various third party decentralised finance protocols which primarily comprise smart contracts deployed on the relevant blockchain. These third party decentralised finance protocols and the development team behind these protocols are independent third parties, so no Group Entity has control over these protocols or teams. The deployed smart contracts underlying NEXADE or these decentralised finance protocols are highly experimental in nature, risky, and may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any product(s) available on NEXADE. Neither the Seller nor any Group Entity can be responsible for any such security vulnerabilities, errors, failures, bugs or economic loopholes.

4. Risks Associated with third parties

The proceeds from selling NEXD may be held with various centralised or decentralised third party services, such as financial institutions, custody services, wallet providers, treasury management services, cryptocurrency trading platforms, or staking platforms. There are risks involved with holding assets with such third party services, leading to a loss of sale proceeds and resulting in shortage of development funds for activities, impairment of operational capabilities or adverse effect on the capital position of the Group Entities. In particular, there may be acts or omissions, bankruptcy, insolvency or fraud at any or of these third parties, leading to losses suffered by Group Entities (in some jurisdictions, the Group Entities may only be an unsecured creditor in the event of bankruptcy, insolvency or administration). Further, the service providers in the cryptocurrency industry are typically not subject to the same level of credit evaluation and regulatory oversight as are providers in the traditional securities markets. This exposes the Group Entities to the risk that any counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Group Entities to suffer a loss.

5. Risk of Losing Access to NEXD Due to Loss of Private Key(s)

A private key, or a combination of private keys, is necessary to control and dispose of NEXD stored in the Buyer’s digital wallet, vault or other storage mechanism. Accordingly, loss of requisite private key(s) associated with the Buyer’s digital wallet, vault or other storage mechanism storing NEXD may result in loss of such NEXD. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service used by the Buyer, may be able to misappropriate any NEXD held by the Buyer. The Seller cannot be responsible for any such losses.

6. Risk of Blockchain Level Attacks

As with other decentralised cryptographic tokens based on blockchain technology, NEXD is susceptible to attacks by nodes or validators responsible for validating/confirming NEXD transactions on the relevant blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to NEXADE and NEXD, including, but not limited to, accurate execution and recording of transactions involving NEXD.

7. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organisations may attempt to interfere with NEXADE or NEXD in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because NEXADE is based on open-source software, there is a risk that a third party or a member of any Group Entity may intentionally or unintentionally introduce weaknesses into the core infrastructure of NEXADE, which could negatively affect NEXADE and NEXD.

8. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of NEXD and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern digital asset markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including NEXADE and NEXD. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including NEXADE and NEXD. Regulatory actions could negatively impact NEXADE and NEXD in various ways, including, for purposes of illustration only, through a determination that NEXD is a regulated financial instrument that requires registration or licensing, and as a result NEXADE may not be able to provide regular service in certain areas. Any Group Entity may cease operations in a jurisdiction, or even abandon certain features of the project, in the event that regulatory actions, or changes to applicable law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

9. Risks Arising from Taxation

The tax characterisation of NEXD and these Terms is uncertain. The Seller intends to treat NEXD and these Terms neither as an equity interest nor as a debt interest in the Seller for tax purposes. It is possible that the Seller’s intended treatment of NEXD and these Terms may be challenged, so that the tax consequences to the Buyer and the Seller relating to NEXD and these Terms could differ from those described above. The Buyer must seek its own tax advice in connection with purchasing, holding and utilising NEXD, which may result in adverse tax consequences to the Buyer, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.

10. Risk of alternative networks / competitors

It is possible that alternative networks could be established in an attempt to facilitate services that are similar to the Services, or alternative networks could be established that utilise the same or similar code and protocol underlying NEXD and/or NEXADE. NEXADE may compete with these alternative networks, which could negatively impact NEXADE and/or NEXD.

11. Risk of Insufficient Interest in NEXADE or Distributed Applications

It is possible that NEXADE will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed ecosystems (such as that on NEXADE) more generally. Such lack of use or interest could negatively impact the development of NEXADE and therefore the potential utility of NEXD.

12. Risks Associated with the Development and Maintenance of NEXADE

NEXADE is still under development and may undergo significant changes over time. Although it is intended for NEXD and NEXADE to follow the specifications set forth in the Agreement, and the relevant Group Entity will endeavour to work towards those ends (subject to internal business considerations), changes may be required to be made to the specifications of NEXD or NEXADE for any number of reasons. This could create the risk that NEXD or NEXADE, as further developed and maintained, may not meet the Buyer’s expectations or requirements at the time of purchase. Furthermore, despite the Seller’s good faith efforts to develop and maintain NEXADE, it is still possible that NEXADE will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact NEXADE and NEXD.

13. Inadequate disclosure of information

As at the date hereof, NEXADE is still under development and its design concepts, consensus mechanisms, algorithms, codes, and other technical details and parameters may be constantly and frequently updated and changed. Although these Terms contains the most current information relating to NEXADE, it is not absolutely complete and may still be adjusted and updated by the team from time to time. The team has no ability and obligation to keep holders of NEXD informed of every detail (including development progress and expected milestones) regarding the project to develop NEXADE, hence insufficient information disclosure is inevitable and reasonable.

14. Risk of an Unfavourable Fluctuation of Currency Value

The Seller intends to use the proceeds from selling NEXD to support the maintenance and development of NEXADE, as described further in Clause 4.1. The proceeds of the sale of NEXD will be mainly denominated in USDT, USDC and possibly other digital assets, and may be converted into other cryptographic and fiat currencies. In addition, sales of NEXD may also be denominated in fiat currencies. If the value of digital assets fluctuates unfavourably during or after the sale of NEXD, the relevant Group Entity may not be able to support development plans, or may not be able to maintain NEXADE in the manner that it intended.

15. Risks Related to Corporate Structure

The legal structure for the Group Entities (including the intra-Group arrangements) is bespoke and there is no generally accepted standard or structure for similar projects in the distributed ledger technology space. The legal structure had been designed to address certain specific legal risks, and attempt to decentralise the management and control, as well as economic risks and benefits relating to NEXADE and NEXD; but there is no legal precedent for whether these structures are effective and it is difficult to predict the position that a regulator may adopt. The legal structure and contractual arrangements may not be effective in decentralising management and control, thereby adversely affecting the value of NEXADE and/or NEXD.

16. Risk of Dissolution of the Seller, any Group Entity or NEXADE

Start-up companies such as the Seller involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and the Seller is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.

It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of cryptographic and fiat currencies, decrease in the utility of NEXD due to negative adoption of NEXADE, the failure of commercial relationships, or Intellectual Property ownership challenges, NEXADE may no longer be viable to operate and the Seller or any Group Entity may be dissolved.

17. Risks Arising from Lack of Governance Rights

Because NEXD confers no governance rights of any kind with respect to the Seller or any Group Entity, all decisions involving the Seller or its Affiliates will be made by the relevant Group Entity at its sole and absolute discretion, including, but not limited to, decisions to discontinue the operations or development of NEXADE, to create and sell more NEXD or other digital assets for use within NEXADE, or to sell or liquidate any Group Entity. These decisions could adversely affect NEXADE and NEXD held by the Buyer.

18. Risks Involving Cloud Storage

As NEXADE may provide or utilise a decentralised cloud storage service for applications and/or users, the Services are susceptible to a number of risks related to the storage of data in the cloud. The Services may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the Services may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can utilise a variety of hardware and software that may interface with NEXADE, there is the risk that the Services may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third party systems and devices that the Group Entities do not control. The risk that the Services may face increasing interruptions and NEXADE may face additional security vulnerabilities could adversely affect NEXADE and therefore the future utility of any NEXD held by the Buyer.

19. Risks associated with a lack of markets for NEXD

There is no prior market for NEXD and the sale of NEXD may not result in an active or liquid market for NEXD. NEXD is designed to be utilised solely within NEXADE, hence there may be illiquidity risk with respect to NEXD held by the Buyer. NEXD is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a “commodity” in the usual and traditional sense of that word. The Seller is not responsible for, nor does the Seller pursue, the circulation and trading of NEXD on any market. Trading of NEXD will merely depend on the consensus on its value between the relevant market participants. No one is obliged to purchase any NEXD from any holder of NEXD, nor does anyone guarantee the liquidity or market price of NEXD to any extent at any time. Furthermore, NEXD may not be resold to a purchaser who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Territory or to purchasers where the purchase of NEXD may be in violation of applicable laws. Accordingly, the Seller cannot ensure that there will be any demand or market for NEXD, or that the Purchase Price paid for NEXD is indicative of any market valuation or market price for NEXD.

Even if secondary trading of NEXD is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation, in particular in situations where NEXD has been listed by such third party exchanges without the authorisation or approval of the relevant Group Entity. Furthermore, to the extent that third parties do ascribe an external exchange value to NEXD (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile, decline below the price which a holder had paid for NEXD, and/or even diminish to zero. Holders of NEXD shall be responsible for all losses in connection with the purchase of or secondary trading of NEXD, and shall not make any claim against any Group Entity in connection with the same.

20. Inflation

Due to the nature and operation of blockchain protocols, the total amount of circulating NEXD could increase through the adoption of a new patch or upgrade of the source code. Any inflation in the quantity of NEXD could adversely affect the market price of NEXD, and consequently buyers may suffer economic losses. Neither the Seller nor any Group Entity provides any guarantee that a buyer would be compensated (in any manner) for such inflation.

21. Loss of Talent

The development of NEXADE depends on the continued co-operation of the existing technical team and expert consultants. The loss of any member may adversely affect NEXADE or its future development. Further, stability and cohesion within the team is critical to the overall development of NEXADE. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.

22. Failure to develop

NEXADE is still in the developmental stage, hence there may be large changes to the final design before the official version is released. There is the risk that the development of NEXADE will not be executed or implemented as planned, or may not meet any expectation of purchasers of NEXD, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or NEXD, unforeseen technical difficulties, shortage of development funds for activities, and/or losses in connection with the acts or omissions of any third party (including without limitation failure of financial institutions, cryptocurrency exchanges, wallet providers or blockchain protocols).

23. Unanticipated Risks

Cryptographic tokens such as NEXD are a new and untested technology. In addition to the aforementioned risks, there may be other risks associated with the Buyer’s purchase, holding and use of NEXD, including those that the Seller cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed in this Schedule 1.