Operator Distribution Terms & Conditions

Participation in the Distribution (as defined below) involves a high degree of risk. You should carefully review the information provided to you in connection herewith, together with all of the other information contained in these Terms (as defined below), before participating in the Distribution.

General

Logos Collective Association, c/o PST Consulting GmbH, Baarerstrasse 10, 6300 Zug, Switzerland, (the "Association") and/or its affiliates, among other things, develop software relating to blockchain or distributed ledger technology or a similar technology, including the Ordinal project which is a collection of 5,000 Bitcoin ordinals, which are a unique, non-fungible digital asset created through ordinal theory on the Bitcoin blockchain and assigning of an identifier to an individual satoshi, allowing for the potential inscription of additional data or digital content, representing certain archetypes (the “Ordinals”). The following terms (the "Terms") relate to the distribution (the “Distribution”) of up to 5’000 Ordinals with the intended functionalities as defined in Section 3 below. These Terms do not constitute a prospectus of any sort, nor a solicitation or recommendation for investment, nor an offering of shares or equity, nor do they pertain to an offering of securities in any form or manner.

Scope of Terms

These Terms govern the distribution and your receipt of Ordinals from the Association.. By participating in the Distribution of the Ordinals herein, you (the “Receipient”) agree to be bound by these Terms. If the Recipient is obtaining the Ordinals on behalf of an entity (such as its employer), Recipient represents and warrants that it has the authority to bind such entity to these Terms. In that case, Recipient will refer to that other legal entity.

The Project and the Ordinals

Each Ordinal represents one of ten archetypes that provides for certain benefits and uses within Logos (being, the “Project”). The Association intends that the Ordinals have multiple uses and benefits, including potentially earning more experience points and if staked on the Logos Operator Dashboard, receiving exclusive access in respect of Logos, to a discord channel, forum, and eligibility for an ambassador role to lead local communities.

The description above and wherever mentioned by the Association is not binding in any way and may be modified by the Association and/or its affiliates at any time at their sole discretion. The entitlement to the Ordinals carries no rights, uses, purpose, attributes, functionalities or features, express or implied, including without limitation, any uses, purpose, attributes, functionalities or features in connection with the Project, other than as set out above, subject to limitations and conditions in these Terms. In particular, you acknowledge the Ordinals do not represent or confer any membership/ownership right, voting rights, or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Project or the Association. The Ordinals are not intended to be a security, commodity or any other kind of financial instrument. The Ordinals are not intended to serve, now or in the future, as an alternative means of payment.

The maximum cap (hard cap) on the total supply of Ordinals, in the aggregate, 5,000 (five thousand). At the time the Ordinals shall be allocated according to these Terms, it is intended that the Ordinals enable digital access to the Project and allow for participation as described above.

Distribution of Ordinals are final

The distribution of Ordinals from the Association once received by you is final, and there are no returns cancellations, except as may be required by applicable law or regulation.

Recipient acknowledges that it is required to meet certain requirements in order to participate in the Distribution, including, among others, the Recipient's residency and citizenship requirements, as well as compliance with these Terms.

Payment

Recipient acknowledges that no purchase price is required to be paid for the receipt of the Ordinals as part of the Distribution. However, the Recipient will be solely responsible for any applicable network fees, including but not limited to transaction or gas fees, associated with the transfer or processing of such Ordinals. The Company will not be liable for any delays or failures in the distribution to the Recipient of an Ordinal caused by the Recipient's failure to provide for such fees.

Delivery of Ordinals

Provided that the representations and warranties in Section 9 of these Terms are true and provided that the Recipient has followed any instructions and met the criteria of the Association to receive the Ordinals,, the Ordinals (“Recipient Ordinals”) will be delivered to the Recipient’s wallet address (“Recipient Wallet Address”). The Recipient agrees and accepts that they has no right to claim and/or receive the Ordinals as long as these conditions precedent are not met.

Intellectual property rights

As part of the distribution of the Ordinals by the Association to the Recipient, the Association further grants to the Recipient a limited, non-exclusive, non-commercial, revocable license to:

display the corresponding image (“Ordinal Image”) to the Recipient Ordinal and for personal use only;
any other uses as the Association might grant in writing, whether in these Terms or otherwise.

The Recipient acknowledges that the license is non-transferable except in connection with the subsequent transfer of the Recipient Ordinal.

The Recipient acknowledges that the Ordinal Image and any associated content created from the Ordinal Image (excluding the Bitcoin ordinals) are original works of the Association and are protected by copyright and other intellectual property laws. The Association retains all rights, title, and interest in and to the Ordinal Image, including all other individual Ordinal Images, derivatives, modifications, and any related intellectual property rights (collectively referred to as “Association IP”). The Recipient acknowledges that, except for the limited rights granted under these Terms, the Recipient has no rights in or to the Association IP, and all rights not expressly granted herein are reserved by the Association.

The Recipient shall not engage in any conduct that would infringe upon the Association IP, including but not limited to:

Reproducing, distributing, or publicly displaying the Ordinal Image outside the scope of these Terms;
Creating derivative works based on the Ordinal Image without prior written consent from the Association.

The Association reserves the right to monitor the Recipient’s use of the Ordinal Image to ensure compliance with these Terms. The Association retains the right to take appropriate legal action against the Recipient in the event of any unauthorized use or infringement of its intellectual property rights.

Representations and Warranties of the Association

The Association hereby represents and warrants to the Recipient that:

the Association is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has the power to own and license its properties and to carry on its business as now being conducted and as presently proposed to be conducted;
the Association has full corporate power and authority to consummate the Distribution contemplated hereunder;
the execution and performance of the Distribution by the Association has been duly authorized by all necessary actions of the Association;
the consummation of the Distribution contemplated hereunder by the Association do not violate the provisions of the Association’s charter documents;
Representations and Warranties of the Recipient

The Recipient hereby represents and warrants to the Association that:

the Recipient is an individual or a legal entity duly organized and validly existing under the laws of the jurisdiction of its incorporation;

the Recipient has full power and authority to enter into these Terms and receive the Ordinals;
the Recipient has a good understanding of the English language, have read and understood the information and these Terms;
the Recipient is (i) legally permitted to receive and hold and make use of the Ordinals in the Recipient’s jurisdiction and (ii) no legal restrictions exist in its country of residence or domicile for participating in the Distribution or purchasing the Ordinals;

these Terms are valid and binding upon the Recipient and enforceable in accordance with its terms;
Recipient has no present intention of selling, granting any participation in, or otherwise distributing any interest the Recipient has with respect to the Distribution and the received Ordinals, or otherwise;
the Recipient does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Distribution, and/or the received Ordinals;
the Recipient is not acquiring Ordinals for the purpose of any investment, speculative or other financial purpose. The Recipient is acquiring Ordinals with the intention to utilize the Ordinals within the Project;
the Recipient understand that the Ordinals (i) carry no rights, uses, purpose, attributes, functionalities or features, express or implied, other than as set out in Section 3, subject to limitations and conditions in these Terms; and (ii) confer no other rights of any form with respect to the Project or the Association, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

the Recipient is familiar with digital cryptographic tokens issued by projects in the development stage and acknowledges that it is able to bear the risks of obtaining such tokens, and has such knowledge and experience in financial, business, and software technology matters that it is capable of evaluating the merits and risks of these Terms, the Ordinals, and the Project, and of making an informed decision in respect thereto;

the Recipient acknowledges that the Ordinals do not represent or constitute any ownership right or stake, debt instrument, share or security or equivalent right in or relating to the Association, the Project and/or any software or intellectual property rights except for the limited license granted to Recipient under these Terms;
the Recipient acknowledges that if any of the representations, warranties or covenants made by the Recipient pursuant to these Terms ceases to be true or if the Association no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Association shall not be obligated to allocate the Recipient Ordinals to the Recipient;
the Recipient has received information that it regards as sufficient to fully evaluate these Terms, the Ordinals, and the Project;

the Recipient confirms that it is not and has not been involved in any type of activity associated with money laundering, terror financing, or any other applicable anti-corruption or anti bribery legislation, nor was ever subject to any investigation by or has received a request for information from any governmental body relating to corruption or bribery. The Recipient hereby consents to the Association running any checks or enquiries with third parties and waives any privacy or other right in connection therewith and acknowledges that any breach of this representation by the Recipient will entitle the Association to terminate the Distribution;

the Recipient confirms that neither the Recipient nor, if applicable, any of its affiliates or direct or indirect beneficial owners are listed or associated with any person or entity that is (i) the subject of any sanctions administered or enforced by any governmental authority, (ii) listed on the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, or any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; or included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list or (iii) operationally based or domiciled in a country or territory in which sanctions imposed by Switzerland, United Nations, OFAC and/or the European Union apply;

the Recipient hereby represents that neither it nor any person or entity directly or indirectly controlling, controlled by or under common control with it, is a person identified as a terrorist or terrorist organization on any relevant lists maintained by governmental authorities;

the Recipient acknowledges that if any of the representations, warranties or covenants made by the Recipient pursuant to these Terms ceases to be true or if the Association no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Association shall not be obliged to allocate the Ordinals to the Recipient;

without prejudice to the foregoing, the Recipient hereby represents and warrants to the Association that it has carefully reviewed and understands and accepts the various risks of participation in the Distribution, as further detailed in Section 12 of these Terms, including the risks associated with holding Ordinals, and the Recipient hereby consents to bear such risks.

Covenants of the Recipient

The Recipient hereby covenants to the Association the following:

the Recipient agrees to cooperate in good faith with the Association. In particular, the Recipient covenants to have sufficient technical resources in order to claim the Ordinals as set forth in Section 6 of these Terms and to be familiar with and aware of the need to use the relevant blockchain network;
the Recipient agrees that it will not transfer or seek to transfer any rights under these Terms (including any right to claim Ordinals), and any attempt to transfer any such rights in violation of this provision is void ab initio. For the avoidance of doubt, the foregoing shall not restrict the right of the Recipient to transfer the Ordinals after delivery of the Ordinals;

the Recipient agrees that if any of the representations, warranties or covenants made by the Recipient ceases to be true, Recipient shall immediately notify the Association of such occurrence;

the Recipient agrees that all taxes, fees, and dues which arise by receiving and accepting the Ordinals, have to be paid by the Recipient, except for the cases where such taxes, fees, and dues are specifically required by law to be paid by the Association;
the Recipient agrees to provide to the Association any additional information regarding the Recipient that the Association deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities;

the Recipient shall implement reasonable and appropriate measures designed to secure access to: (i) any device associated with the Recipient and utilized in connection with the Recipient’s receipt of the Ordinals; (ii) private keys to Recipient's wallet address or account; and (iii) any other username, passwords or other login or identifying credentials.

the Recipient understands that the Association may release confidential information about the Recipient and, if applicable, any underlying beneficial owners, if the Association, at its sole discretion, determines that it is in the best interests of the Association in light of relevant rules and regulations; and

the Recipient hereby undertakes to promptly notify the Association if at any time the Recipient is unable to satisfy the agreements set forth herein or if the representations set forth herein cease to be true.

Information & Representations and Warranties of the Recipient regarding Securities Laws

The Recipient understands that the Ordinals have not been, and will not be, registered under any jurisdiction's securities laws, in particular the U.S. Securities Act of 1933, as amended (the "Securities Act'). The Recipient hereby agrees and represents to the Association as follows:

the Recipient is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act. The Distribution herein, to the extent it is considered an “offer and sale”, was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, the Recipient has been outside the United States when it received any information concerning the Project and the Distribution, and the Recipient is not acquiring the Ordinals for the account or benefit of any U.S. Person;
the Recipient will not offer or sell the Ordinals in the United States, or offer or sell the Recipient Ordinals for the account or benefit of a U.S. Person;
neither the Recipient nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to any U.S. Persons with respect to the Ordinals; and
the Recipient represents and warrants that the rights and Ordinals hereunder have not been acquired with a view to, or in connection with, the sale or distribution thereof and will not be transferred in the United States to, or for the account or benefit of, any U.S. person except pursuant to an available exemption from the registration requirements of the Securities act and all applicable state securities laws.

Recipient and Association will use their best efforts in avoiding US security law issue(s) and completing the Distribution. In case US security law issue(s) arises, the Parties shall use their best efforts to take all actions required to mitigate the risk for the Parties and to achieve compliance with regard to US security laws.

Acknowledgment and Assumption of Risks

The Recipient acknowledges that there are risks associated with receiving the Ordinals, holding Ordinals, and using Ordinals, including, without limitation, the following:

risk of software weaknesses: the Recipient understands and accepts that involved software and technology and technical concepts and theories are still in an early development stage and unproven, whereby there is no warranty that the process for receiving, use and ownership of Ordinals will be uninterrupted or error-free and why there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Ordinals. The Recipient understands and accepts that the software and hardware, technology and technical concepts and theories applicable to Ordinals (as well as virtual currency Ordinals in general) is still in an early development stage and unproven, there is no warranty that the technology will be uninterrupted or error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Ordinals;

regulatory risk: the Recipient understands and accepts that blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup and which may, inter alia, , the loss of all Ordinals and the value thereof for the Recipient. Further, the Recipient accepts and bears all risks with respect to securities, anti-money laundering, commodities and other regulations that may regulate the Association and/or the Ordinals;

risk of legal qualification: the Recipient understands and accepts that the legal structure of Ordinals is relatively new, and no relevant prejudices are available. Therefore, the risk remains that a court may come to the conclusion that the underlying rights cannot be transferred validly by transfer of the Ordinals alone;

third party risks: the Association might use third parties as service providers for certain aspects of the Distribution. The Association has no visibility into, or possibility to control, the software or mechanisms used by such third party, and cannot verify or guarantee the proper functionality of the third party software or operations;

lack of any intrinsic value/benefits/uses: the Recipient understands and accepts Ordinals has no intrinsic value and might have no functionality, benefits or uses in respect of the Project and may become worthless;
risk of theft and attacks: the Recipient understands and accepts that the underlying software application and software of the Ordinals , the internet, any blockchain network, and other involved software, technology components, decentralized applications may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Ordinals;

risk of blockchain mining attacks: the Recipient understands and accepts that, blockchain based systems, such as the Bitcoin network, are dependent upon independent miners and they are susceptible to mining attacks including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks plus any number of as-yet unknown attack vectors on the unique technologies and mechanisms of the Bitcoin network . Any successful attacks present a risk to the Bitcoin network, expected proper execution and sequencing of Ordinal transactions, and expected proper execution and sequencing of software computations;
risk of market decline: the growth of the blockchain industry in general is subject to a high degree of uncertainty and may experience a decline or be materially impacted, which could materially affect the use of the Ordinal;

volatility risks: the prices of blockchain assets such as Bitcoin have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Ordinals may also be highly volatile. In addition, a decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Ordinals;

risk of insufficient Ordinal liquidity / loss of value: the Recipient understands that regarding the Ordinals no access to exchanges or market liquidity may be guaranteed and that the value (if any) of the Ordinals over time may experience extreme volatility or depreciate resulting in loss that will be borne exclusively by the Recipient;

risk of uncertain tax treatment: the tax treatment of acquiring, holding and where permitted, selling, exchanging or otherwise disposing of the Ordinals is uncertain, and the Recipient must seek its own tax advice. Acquiring, holding and where permitted, selling, exchanging or otherwise disposing of the Ordinals may result in adverse tax consequences to Recipients, including liability for income taxes and responsibility for complying with certain tax reporting requirements. The Recipient should consult with and must rely upon the advice of its own tax advisors; and

risk of loss of private key: the Ordinals can only be accessed by using a combination of Recipient’s information (Recipient Wallet Address and private key). The Recipient understands and accepts that if their private key file or password of the Recipient Wallet Address were lost or stolen, the allocated Ordinals associated with the Recipient Wallet Address would be unrecoverable and would be permanently lost. The Association has no control over the Ordinals once the Recipient receives the Ordinals; therefore, the Recipient shall have no recourse to seek any refunds, recovery or replacements from the Association in the event of a Recipient losing possession of its Recipient Wallet Address through a loss, mismanagement or theft of access keys and/or passwords.

The Ordinals involve a high degree of risk, including the potential risk of expiring worthless.

Disclaimers

12.1 Recipient Wallet Address

The Recipient assumes full responsibility and liability for any losses resulting from (i) any intentional or unintentional misuse of Recipient Wallet Address including, without limitation, any loss resulting from designating a wallet that is non-compliant with the relevant blockchain for the receipt of the Ordinals, or depositing one type of digital asset to a wallet intended for another type of digital asset, (ii) any intentional or unintentional loss of private key of the Recipient Wallet Address and (iii) any intentional or unintentional sharing of private key of the Recipient Wallet Address with anyone else. The Association assumes no responsibility or liability in connection with any such misuse.

12.2 Indemnity

The Association shall not be liable to the Recipient, and the Recipient will indemnify, defend and hold harmless the Association and its directors, officers, agents and advisors, and the successors and assigns of the foregoing, from and against, all or any part of any third party causes of action, claims, liabilities, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses) (collectively “Claims”) for damages to or loss of property arising out of or resulting from the transactions contemplated herein, except to the extent such Claims arise from the bad faith or intentional misconduct of the Association.

To the fullest extent permitted by applicable law, the Recipient releases the Association from all responsibility, liability, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the use of Ordinals, excluding the case of gross negligence, fraud, wilful misconduct by the Association, or otherwise set forth in these Terms).

12.3 Limitation of Liability

Neither the Association nor any other party involved in the Distribution contemplated herein will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute activities of any kind arising out of or in connection with these Terms or the Recipient’s participation in, or inability to participate in, the contemplated Distribution, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Association or any other person has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply. In no event will the Association’s total liability to the Recipient arising out of or in connection with these Terms or from the Recipient’s participation in, or inability to participate in, the contemplated Distribution exceed USD 100 (one hundred US dollars) The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Association and the Recipient.

12.4 Class Action Waiver

Any Claims or disputes arising under these Terms will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). This Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding a Claim. Regardless of anything else in these Terms to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator, and Recipient acknowledges that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from these Terms.

12.5 No other representation or warranty

The Association does not give any other representation or warranty with respect to the Ordinals or the Association and the applicability of Articles 97 (in this respect) and 197 et seq. of the Swiss Code of Obligations is explicitly excluded.

Taxes

Recipient is solely responsible for determining what, if any, taxes apply to your receipt of the Ordinals, including, for example, sales, use, value added, and similar taxes. It is also the Recipient’s sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Association is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from Recipient’s receipt of the Ordinals.

Severability

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, it will be so held to the minimum extent required by law and such invalidity, illegality or unenforceability shall not affect any other term or provision these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Transfer and Assignment

The Recipient must not transfer or seek to transfer any rights under these Terms (including any right to receive Ordinals), and any attempt to transfer any such rights in violation of this provision is void ab initio. For the avoidance of doubt, the foregoing shall not restrict the right of the Recipient to transfer Ordinals claimed after the delivery of the Ordinals.

Entire Agreement

These Terms constitute the sole and entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior or contemporaneous disclosures, discussions, understandings and agreements, whether oral or written, between them.

Notices to the Association

Any notice required or permitted by these Terms to the Association will be deemed sufficient when sent by email to the relevant address listed on the front page of these Terms.

Applicable Law and Jurisdiction

These Terms will be governed by and construed and enforced in accordance with the laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.

Any dispute arising out of or relating to these Terms and the Distribution, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the ordinary courts in Zug, Switzerland.

* * * * * * *

Public Round Sales Terms

General

Logos Collective Association, c/o PST Consulting GmbH, Baarerstrasse 10, 6300 Zug, Switzerland, (the "Association") and/or its affiliates, among other things, develop software relating to blockchain or distributed ledger technology or a similar technology, including the Ordinal project which is a collection of 5,000 Bitcoin ordinals, which are a unique, non-fungible digital asset created through ordinal theory on the Bitcoin blockchain and assigning of an identifier to an individual satoshi, allowing for the potential inscription of additional data or digital content, representing certain archetypes (the “Ordinals”). The following terms (the "Terms") relate to the public round of sales (the “Sales”) of any remaining Ordinals following an earlier distribution, with the intended functionalities as defined in Section 3 below. These Terms do not constitute a prospectus of any sort, nor a solicitation or recommendation for investment, nor an offering of shares or equity, nor do they pertain to an offering of securities in any form or manner.

Scope of Terms

These Terms govern your purchase of Ordinals from the Association. By purchasing the Ordinals, you (the “Purchaser”) agree to be bound by these Terms. If the Purchaser is purchasing the Ordinals on behalf of an entity (such as its employer), Purchaser represents and warrants that it has the authority to bind such entity to these Terms. In that case, Purchaser will refer to that other legal entity.

The Project and the Ordinals

Refusal of Purchase Requests, Cancellation

Your purchase of Ordinals from the Association is final, and there are no refunds or cancellations, except as may be required by applicable law or regulation.

Purchaser acknowledges that it is required to meet certain requirements in order to participate in the Sales, including, among others, the Purchaser's residency and citizenship requirements, as well as compliance with these Terms.

Payment

Purchaser shall pay the total purchase price to the Association, as determined by the Association in respect of the Ordinal they wish to purchase. If the Purchaser fails to pay the total purchase price, the Association will not deliver the Ordinals and shall be entitled to terminate the sale of Ordinals to the Purchaser without prejudice to other rights it may have against the Purchaser. The Association accepts payment for the total purchase price only in Bitcoin (BTC).

Delivery of Ordinals

Provided that the representations and warranties in Section 9 of these Terms are true and provided that the Purchaser has paid the total purchase price, the Ordinals (“Purchaser Ordinals”) will be delivered to the Purchaser’s wallet address (“Purchaser Wallet Address”). The Purchaser agrees and accepts that the Purchaser has no right to claim and/or receive the Purchaser Ordinals as long as these conditions precedent are not met.

Intellectual property rights

As part of the delivery of the Ordinals by the Association to the Purchaser, the Association further grants to the Purchaser a limited, non-exclusive, non-commercial, revocable license to:

display the corresponding image (“Ordinal Image”) to the Purchaser Ordinal and for personal use only;
any other uses as the Association might grant in writing, whether in these Terms or otherwise.

The Purchaser acknowledges that the license is non-transferable except in connection with the subsequent transfer of the Purchaser Ordinal.

The Purchaser acknowledges that the Ordinal Image and any associated content created from the Ordinal Image (excluding the Bitcoin ordinals) are original works of the Association and are protected by copyright and other intellectual property laws. The Association retains all rights, title, and interest in and to the Ordinal Image, including all other individual Ordinal Images, derivatives, modifications, and any related intellectual property rights (collectively referred to as “Association IP”). The Purchaser acknowledges that, except for the limited rights granted under these Terms, the Purchaser has no rights in or to the Association IP, and all rights not expressly granted herein are reserved by the Association.

The Purchaser shall not engage in any conduct that would infringe upon the Association IP, including but not limited to:

Reproducing, distributing, or publicly displaying the Ordinal Image outside the scope of these Terms;
Creating derivative works based on the Ordinal Image without prior written consent from the Association.

The Association reserves the right to monitor the Purchaser’s use of the Ordinal Image to ensure compliance with these Terms. The Association retains the right to take appropriate legal action against the Purchaser in the event of any unauthorized use or infringement of its intellectual property rights.

Representations and Warranties of the Association

The Association hereby represents and warrants to the Purchaser that:

the Association is duly organized and validly existing under the laws of the jurisdiction of its incorporation, and has the power to own and license its properties and to carry on its business as now being conducted and as presently proposed to be conducted;
the Association has full corporate power and authority to consummate the transactions contemplated hereunder;
the execution and performance of the Sales by the Association has been duly authorized by all necessary actions of the Association;
the consummation of the transactions contemplated hereunder and the performance of the Sales by the Association do not violate the provisions of the Association’s charter documents;

Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to the Association that:

the Purchaser is an individual or a legal entity duly organized and validly existing under the laws of the jurisdiction of its incorporation;
the Purchaser has full power and authority to consummate the transactions contemplated hereunder;

the execution and performance of the sale of Ordinals governed by these Terms have been duly authorized by all necessary actions of the Purchaser;

the Purchaser has a good understanding of the English language, have read and understood the information and these Terms;

the Purchaser is (i) legally permitted to receive and hold and make use of the Ordinals in the Purchaser’s jurisdiction and (ii) no legal restrictions exist in its country of residence or domicile for participating in the Sales or purchasing the Ordinals;
these Terms are valid and binding upon the Purchaser and enforceable in accordance with its terms;
the total purchase price is paid on Purchaser’s own account, not as a nominee or agent, and not with a view to assign any part thereof, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing any interest the Purchaser has with respect to the Sales and the purchased Ordinals, or otherwise;

the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Sales, the total purchase price, and/or the purchased Ordinals;
the Purchaser is not acquiring Ordinals for the purpose of any investment, speculative or other financial purpose. The Purchaser is acquiring Ordinals with the intention to utilize the Ordinals within the Project;
the Purchaser understand that the Ordinals (i) carry no rights, uses, purpose, attributes, functionalities or features, express or implied, other than as set out in Section 3, subject to limitations and conditions in these Terms; and (ii) confer no other rights of any form with respect to the Project or the Association, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
the Purchaser is familiar with digital cryptographic tokens issued by projects in the development stage and acknowledges that it is able to bear the economic risk of its purchase of tokens, and has such knowledge and experience in financial, business, and software technology matters that it is capable of evaluating the merits and risks of these Terms, the Ordinals, and the Project, and of making an informed decision in respect thereto;
the Purchaser acknowledges that the Ordinals do not represent or constitute any ownership right or stake, debt instrument, share or security or equivalent right in or relating to the Association, the Project and/or any software or intellectual property rights except for the limited license granted to Purchaser under these Terms;

the Purchaser acknowledges that if any of the representations, warranties or covenants made by the Purchaser pursuant to these Terms ceases to be true or if the Association no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Association shall not be obligated to allocate the Purchaser Ordinals to the Purchaser;

the Purchaser has received information that it regards as sufficient to fully evaluate these Terms, the Ordinals, and the Project;

the Purchaser confirms that it is not and has not been involved in any type of activity associated with money laundering, terror financing, or any other applicable anti-corruption or anti bribery legislation, nor was ever subject to any investigation by or has received a request for information from any governmental body relating to corruption or bribery. The Purchaser hereby consents to the Association running any checks or enquiries with third parties and waives any privacy or other right in connection therewith and acknowledges that any breach of this representation by the Purchaser will entitle the Association to terminate the sale of the Ordinal;
the Purchaser confirms that neither the Purchaser nor, if applicable, any of its affiliates or direct or indirect beneficial owners are listed or associated with any person or entity that is (i) the subject of any sanctions administered or enforced by any governmental authority, (ii) listed on the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, or any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC) or the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; or included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list or (iii) operationally based or domiciled in a country or territory in which sanctions imposed by Switzerland, United Nations, OFAC and/or the European Union apply;

the Purchaser hereby represents that neither it nor any person or entity directly or indirectly controlling, controlled by or under common control with it, is a person identified as a terrorist or terrorist organization on any relevant lists maintained by governmental authorities;
the Purchaser acknowledges that if any of the representations, warranties or covenants made by the Purchaser pursuant to these Terms ceases to be true or if the Association no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Association shall not be obliged to allocate the Ordinals to the Purchaser;

none of the cash or property that the Purchaser has paid, or will pay the Association as purchase price has been or shall be derived from, or related to, any activity that is deemed criminal under the laws of any applicable jurisdiction; and

without prejudice to the foregoing, the Purchaser hereby represents and warrants to the Association that it has carefully reviewed and understands and accepts the various risks of participation in the Sales, as further detailed in Section 12 of these Terms, including the risks associated with holding Ordinals, and the Purchaser hereby consents to bear such risks.

Covenants of the Purchaser

The Purchaser hereby covenants to the Association the following:

the Purchaser agrees to cooperate in good faith with the Association. In particular, the Purchaser covenants to have sufficient technical resources in order to claim the Ordinals as set forth in Section 6 of these Terms and to be familiar with and aware of the need to use the relevant blockchain network;
the Purchaser agrees to pay the total purchase price from the Purchaser Wallet Address;
the Purchaser agrees that it will not transfer or seek to transfer any rights under these Terms (including any right to claim Ordinals), and any attempt to transfer any such rights in violation of this provision is void ab initio. For the avoidance of doubt, the foregoing shall not restrict the right of the Purchaser to transfer the Ordinals after delivery of the Ordinals;

the Purchaser agrees that if any of the representations, warranties or covenants made by the Purchaser ceases to be true, Purchaser shall immediately notify the Association of such occurrence;

the Purchaser agrees that all taxes, fees, and dues which arise by receiving and accepting the Ordinals, have to be paid by the Purchaser, except for the cases where such taxes, fees, and dues are specifically required by law to be paid by the Association;

the Purchaser agrees to provide to the Association any additional information regarding the Purchaser that the Association deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities;

the Purchaser shall implement reasonable and appropriate measures designed to secure access to: (i) any device associated with the Purchaser and utilized in connection with your purchase of Ordinals; (ii) private keys to Purchaser's wallet address or account; and (iii) any other username, passwords or other login or identifying credentials.

the Purchaser understands that the Association may release confidential information about the Purchaser and, if applicable, any underlying beneficial owners, if the Association, at its sole discretion, determines that it is in the best interests of the Association in light of relevant rules and regulations; and

the Purchaser hereby undertakes to promptly notify the Association if at any time the Purchaser is unable to satisfy the agreements set forth herein or if the representations set forth herein cease to be true.

Information & Representations and Warranties of the Purchaser regarding Securities Laws

The Purchaser understands that the Ordinals have not been, and will not be, registered under any jurisdiction's securities laws, in particular the U.S. Securities Act of 1933, as amended (the "Securities Act'). The Purchaser hereby agrees and represents to the Association as follows:

the Purchaser is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act. The offer and sale of the Ordinals herein was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, the Purchaser has been outside the United States when it received any information concerning the Project and the Sales, and the Purchaser is not acquiring the Ordinals for the account or benefit of any U.S. Person;
the Purchaser will not offer or sell the Ordinals in the United States, or offer or sell the Purchaser Ordinals for the account or benefit of a U.S. Person;

neither the Purchaser nor any person acting on its behalf has engaged, or will engage, in any directed selling efforts to any U.S. Persons with respect to the Ordinals; and

the Purchaser represents and warrants that the rights and Ordinals hereunder have not been acquired with a view to, or in connection with, the sale or distribution thereof and will not be transferred in the United States to, or for the account or benefit of, any U.S. person except pursuant to an available exemption from the registration requirements of the Securities act and all applicable state securities laws.

Purchaser and Association will use their best efforts in avoiding US security law issue(s) and completing the transaction. In case US security law issue(s) arises, the Parties shall use their best efforts to take all actions required to mitigate the risk for the Parties and to achieve compliance with regard to US security laws.

Acknowledgment and Assumption of Risks

The Purchaser acknowledges that there are risks associated with purchasing the Ordinals, holding Ordinals, and using Ordinals, including, without limitation, the following:

risk of software weaknesses: the Purchaser understands and accepts that involved software and technology and technical concepts and theories are still in an early development stage and unproven, whereby there is no warranty that the process for receiving, use and ownership of Ordinals will be uninterrupted or error-free and why there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Ordinals. The Purchaser understands and accepts that the software and hardware, technology and technical concepts and theories applicable to Ordinals (as well as virtual currency Ordinals in general) is still in an early development stage and unproven, there is no warranty that the technology will be uninterrupted or error-free and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Ordinals and the Purchaser’s total purchase price;

regulatory risk: the Purchaser understands and accepts that blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup and which may, inter alia, , the loss of all Ordinals and the value thereof for the Purchaser. Further, the Purchaser accepts and bears all risks with respect to securities, anti-money laundering, commodities and other regulations that may regulate the Association, the total purchase price and/or the Ordinals;

risk of legal qualification: the Purchaser understands and accepts that the legal structure of Ordinals is relatively new, and no relevant prejudices are available. Therefore, the risk remains that a court may come to the conclusion that the underlying rights cannot be transferred validly by transfer of the Ordinals alone;

third party risks: the Association might use third parties as service providers for certain aspects of the Sales. The Association has no visibility into, or possibility to control, the software or mechanisms used by such third party, and cannot verify or guarantee the proper functionality of the third party software or operations;
lack of any intrinsic value/benefits/uses: the Purchaser understands and accepts Ordinals has no intrinsic value and might have no functionality, benefits or uses in respect of the Project and may become worthless;

risk of theft and attacks: the Purchaser understands and accepts that the underlying software application and software of the Ordinals , the internet, any blockchain network, and other involved software, technology components, decentralized applications may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Ordinals and the Purchaser’s entire purchase price;

risk of blockchain mining attacks: the Purchaser understands and accepts that, blockchain based systems, such as the Bitcoin network, are dependent upon independent miners and they are susceptible to mining attacks including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks plus any number of as-yet unknown attack vectors on the unique technologies and mechanisms of the Bitcoin network . Any successful attacks present a risk to the Bitcoin network, expected proper execution and sequencing of Ordinal transactions, and expected proper execution and sequencing of software computations;
risk of market decline: the growth of the blockchain industry in general is subject to a high degree of uncertainty and may experience a decline or be materially impacted, which could materially affect the use of the Ordinal;
volatility risks: the prices of blockchain assets such as Bitcoin have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Ordinals may also be highly volatile. In addition, a decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Ordinals;
risk of insufficient Ordinal liquidity / loss of value: the Purchaser understands that regarding the Ordinals no access to exchanges or market liquidity may be guaranteed and that the value (if any) of the Ordinals over time may experience extreme volatility or depreciate resulting in loss that will be borne exclusively by the Purchaser;
risk of uncertain tax treatment: the tax treatment of acquiring, holding and where permitted, selling, exchanging or otherwise disposing of the Ordinals is uncertain, and the Purchaser must seek its own tax advice. Acquiring, holding and where permitted, selling, exchanging or otherwise disposing of the Ordinals may result in adverse tax consequences to Purchasers, including liability for income taxes and responsibility for complying with certain tax reporting requirements. The Purchaser should consult with and must rely upon the advice of its own tax advisors; and
risk of loss of private key: the Ordinals can only be accessed by using a combination of Purchaser’s information (Purchaser Wallet Address and private key). The Purchaser understands and accepts that if their private key file or password of the Purchaser Wallet Address were lost or stolen, the allocated Ordinals associated with the Purchaser Wallet Address would be unrecoverable and would be permanently lost. The Association has no control over the Ordinals once the Purchase receives the Ordinals; therefore, the Purchaser shall have no recourse to seek any refunds, recovery or replacements from the Association in the event of a Purchaser losing possession of its Purchaser Wallet Address through a loss, mismanagement or theft of access keys and/or passwords.

The Ordinals involve a high degree of risk, including the potential risk of expiring worthless. You should be prepared in certain circumstances to sustain a total loss of the total purchase price.

Disclaimers

12.1 Purchaser Wallet Address

The Purchaser assumes full responsibility and liability for any losses resulting from (i) any intentional or unintentional misuse of Purchaser Wallet Address including, without limitation, any loss resulting from designating a wallet that is non-compliant with the relevant blockchain for the receipt of the Ordinals, or depositing one type of digital asset to a wallet intended for another type of digital asset, (ii) any intentional or unintentional loss of private key of the Purchaser Wallet Address and (iii) any intentional or unintentional sharing of private key of the Purchaser Wallet Address with anyone else. The Association assumes no responsibility or liability in connection with any such misuse.

12.2 Indemnity

The Association shall not be liable to the Purchaser, and the Purchaser will indemnify, defend and hold harmless the Association and its directors, officers, agents and advisors, and the successors and assigns of the foregoing, from and against, all or any part of any third party causes of action, claims, liabilities, losses, costs, damages and expenses (including, without limitation, attorneys’ fees and expenses) (collectively “Claims”) for damages to or loss of property arising out of or resulting from the transactions contemplated herein, except to the extent such Claims arise from the bad faith or intentional misconduct of the Association.

To the fullest extent permitted by applicable law, the Purchaser releases the Association from all responsibility, liability, claims, demands and damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the use of Ordinals, excluding the case of gross negligence, fraud, wilful misconduct by the Association, or otherwise set forth in these Terms).

12.3 Limitation of Liability

Neither the Association nor any other party involved in the transaction contemplated herein will be liable for any incidental, special, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute activities of any kind arising out of or in connection with these Terms or the Purchaser’s participation in, or inability to participate in, the contemplated transaction, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Association or any other person has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply. In no event will the Association’s total liability to the Purchaser arising out of or in connection with these Terms or from the purchaser’s participation in, or inability to participate in, the contemplated transaction exceed the total purchase price (denominated in USD at the time of the sale). The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Association and the Purchaser.

12.4 Class Action Waiver

Any Claims or disputes arising under these Terms will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). This Class Action Waiver precludes any party from participating in or being represented in any class or representative action regarding a Claim. Regardless of anything else in these Terms to the contrary, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator, and Purchaser acknowledges that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from these Terms.

12.5 No other representation or warranty

Taxes

The price of the Ordinals includes all taxes (if any) due by Association for the sale of the Ordinals under the laws of Switzerland. Purchaser is solely responsible for determining what, if any, taxes apply to your purchase of the Ordinals, including, for example, sales, use, value added, and similar taxes. It is also Purchaser’s sole responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Association is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from Purchaser’s purchase of the Ordinals.

Severability

Transfer and Assignment

The Purchaser must not transfer or seek to transfer any rights under these Terms (including any right to receive Ordinals), and any attempt to transfer any such rights in violation of this provision is void ab initio. For the avoidance of doubt, the foregoing shall not restrict the right of the Purchaser to transfer Purchased Ordinals claimed after the delivery of the Ordinals.

Entire Agreement

Notices to the Association

Any notice required or permitted by these Terms to the Association will be deemed sufficient when sent by email to the relevant address listed on the front page of these Terms.

Applicable Law and Jurisdiction

These Terms and the purchase of Ordinals will be governed by and construed and enforced in accordance with the laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG), as amended from time to time.

Any dispute arising out of or relating to these Terms and the purchase of Ordinals, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the ordinary courts in Zug, Switzerland.

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