Superseed

$SUPR TOKEN PUBLIC SALE TERMS AND CONDITIONS

Last Revised on 29 November, 2024

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY, AS THEY INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, INCLUDING, AMONG OTHER THINGS: (i) IN SECTION 15, THAT YOU AND FOUNDATION WILL ARBITRATE CERTAIN CLAIMS INVOLVING YOU AND ANY FOUNDATION PERSONS (AS DEFINED BELOW); (ii) IN SECTION 6 AND SCHEDULE 1, THAT YOU EXPRESSLY ACKNOWLEDGE AND ASSUME CERTAIN RISKS IN CONNECTION WITH YOUR PURCHASE, HOLDING AND USE OF THE TOKENS; AND (iii) IN SECTIONS 12 AND 13, THAT FOUNDATION DISCLAIMS CERTAIN RISKS IN CONNECTION WITH YOUR PURCHASE, HOLDING AND USE OF THE TOKENS AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR RIGHT TO RECOVER FROM FOUNDATION IS LIMITED, WITH RESPECT TO CERTAIN DAMAGES.

IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of $SUPR Tokens (collectively, “Tokens”) during the Token sale (the “Token Sale”) period (the “Sale Period”) from SeedTech Limited, a British Virgin Islands limited company (“Superseed”, “Company”, “Foundation”, "we", "us", or "our") is subject to these Terms of Sale (“Terms”). Each of you and Foundation is a “Party” and together the “Parties.”

1. Purpose and Use of Tokens

The purpose of the Tokens is to facilitate value exchange through a platform, website, and/or services being developed and provided by Foundation and its affiliates (collectively, the “Platform”), as described further in the documents located at https://docs.superseed.xyz/ (collectively, the “White Paper”).

The Tokens do not confer any rights, express or implied, other than the right to use the Token as a means to participate in the Platform, if successfully completed and deployed, in a manner consistent with its purpose. In particular, you understand and accept that the Token does not represent or confer any ownership right 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 Platform, and/or the Foundation and its affiliates, other than rights relating to the use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below). The Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of Tokens from us during the Sale Period. The use of Tokens in connection with the Platform may be governed by other applicable terms and policies, including but not limited to, our Terms of Service located at https://www.superseed.xyz/ and Privacy Policy located at https://www.superseed.xyz/ (collectively, the “Platform Terms and Policies”). We may add terms or policies to the Platform Terms and Policies at our sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the Platform.

3. Eligibility

In order to be eligible to participate in the Token Sale, you must provide all personal information as required by Foundation or its agents, as part of its know your customer (“KYC”) process. Foundation may choose to nominate third party service providers to collect and verify KYC information on its behalf, who may also require you to accept such third party service providers’ terms and conditions or privacy policy agreements. Collected information may include a passport, driver’s license, utility bill, photograph of you, government identification cards, or sworn statements, and we or our nominee may keep a copy of such information.

In order to be eligible to purchase and receive the Tokens, you must have and connect a compatible non-custodial wallet or other storage mechanism (“Wallet”) that supports Ethereum native tokens on the Ethereum mainnet blockchain provide us with the address for your Wallet (the “Token Receipt Address”) when requested. We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service of that provider and is not covered by these Terms. You must have the ability to send USDC to the address that we provide (the “Token Deposit Address”).

We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from you failing to provide a Token Receipt Address or providing an inaccurate or incomplete Token Receipt Address.

Transactions involving cryptographic assets may implicate the securities or other laws of various jurisdictions. Without limiting the other terms of these Terms, Foundation reserves the right, at its sole discretion, to prohibit any and all sales to any user, geographic area, or jurisdiction (such restriction, a “geoblock”), at any time, including but not limited to the following jurisdictions: Afghanistan, Congo-Brazzaville, Congo-Kinshasa, Cuba, Iran , Iraq, Libya, North Korea, Syria, Tajikistan and the United States. You hereby agree that you will not attempt to circumvent or otherwise defeat or bypass any “geoblocks,” and that any attempt to do so is a violation of these Terms. You hereby acknowledge that any “geoblock,” other restriction, or lack thereof, should not be taken as a statement by us or anyone else regarding the legality of any Token sale and that you bear independent responsibility to research, understand and comply with the laws of your jurisdiction and activity with regard to any activity you propose to take.

4. Cancellation; Refusal of Purchase Requests

Your purchase of Tokens from Foundation during the Sale Period is final, and there are no refunds or cancellations except (i) as may be required by applicable law or regulation or (ii) as determined by Foundation in its sole discretion. If you breach any warranty or representation made according to these ToS, we may suspend or terminate the provisions of Services and prohibit your access to the Website, and the Services.

In the event a refund or cancellation is permitted, then the cryptocurrency sent by you to purchase Tokens may be returned and the purchase and sale of the Tokens may be considered void and rescinded without further recourse against Foundation. Foundation reserves the right to refuse or cancel Token purchase requests at any time at its sole and absolute discretion and to stop the Token Sale entirely for any reason, or no reason. To the extent Foundation refuses or rejects a payment, Foundation will exercise reasonable endeavors to ensure that the payment is returned to the Wallet from which it was made. However, Foundation does not warrant, represent, or offer any assurances that we will be able to successfully recover and/or return such payments, and, in any event, you accept that any return of your payment will be net of any fees applied at the time the payment is made and thereafter until returned (if so returned).

5. Sale Procedures and Specifications

Quantity of Tokens: Foundation will generate 10,000,000,000 (ten billion) Tokens as native tokens on the Ethereum blockchain for use within the Platform, of which 2,000,000,000 (two billion) (the “Total Sale Tokens”) will be available for purchase during the Sale Period. Tokens purchased during the Sale Period will not be subject to any vesting schedule.

Of the Foundation-generated tokens, 20% of the Tokens will be allocated to Foundation’s treasury and will be used to support the Protocol’s long-term sustainability, ongoing development, and user incentives. An additional 22% of the Tokens will also be available to Foundation to compensate initial and future contributors, including employees and contractors; such allocated Tokens will be subject to a six-month cliff and 36-month linear vesting period, which will commence following a Token Generation Event.

The remaining distribution of Tokens is outlined in Foundation’s tokenomics document, available at Tokenomics

All Tokens will have equal value and utility within the Platform.

Commencement and Duration of Sale: The commencement of the Token Sale Period will be advertised on Foundation’s website at https://www.superseed.xyz/. The Token Sale will continue until either (i) the remaining supply of Tokens available for sale are sold or (ii) 30 calendar days from the start date.

Price and Discounts: The token sale features a dynamic pricing structure that ranges from $0.0091 to $0.01026 per token, depending on how early participants join. This pricing is part of our early bird incentivization model, designed to reward early participants with better pricing.. The minimum aggregate contribution is 250 USDC, while the maximum aggregate contribution is 100,000 USDC, in each case, per KYC-verified user.

Token purchasers will also be entitled to to the following “early bird” discount structure dependent upon the time at which Tokens are purchased:

Tier 1 (period during which 0 - 199,999,999 of Total Sale Tokens have been sold): Purchasers will receive a 10% bonus in tokens in addition to those purchased.
Tier 2 (period during which 200,000,000 - 399,999,999 of Total Sale Tokens have been sold): Purchasers will receive a 5% bonus in Tokens in addition to those purchased.
Tier 3 (period during which 400,000,000 - 600,000,000 of Total Sale Tokens have been sold): Purchasers will receive a 5% bonus in Tokens in addition to those purchased.

If all of the Total Sale Tokens are sold during the Sale Period, each participant will receive an additional 3% bonus in Tokens in addition to those purchased and any Tokens previously received as an “early bird” bonus.

Procedures for Participating in Token Sale: In order to purchase Tokens during the Sale Period, and to receive the Tokens you purchase, you must have a Wallet that supports Ethereum native tokens on the Ethereum Mainnet blockchain. Foundation reserves the right to prescribe additional wallet requirements.

Prior to commencement of the Sale Period, Foundation will make a link available on our website at https://www.superseed.xyz/, where prospective Token purchasers can register and complete the KYC requirements. The registration process may require the purchaser to supply their Token Receipt Address. Once the Sale Period has commenced, a Token Deposit Address will be supplied by Foundation. The Token Deposit Address may be a common use address or individualized for each purchaser.

To initiate a purchase of Tokens during the Sale Period, you must send an amount of USDC or USDT to the Token Deposit Address specified to you after you agree to these Terms and our Terms of Service (https://www.superseed.xyz/) and Privacy Policy (https://www.superseed.xyz/) through the acceptance process described on our website.

After the conclusion of the Sale Period, purchased Tokens will be accessible using a claim process to be described by Foundation and published to Foundation website at https://www.superseed.xyz/. The Token claim process may automatically deliver the corresponding amount of Tokens to either (i) the Wallet address from which USDC/USDT was sent or (ii) your registered Token Receipt Address.

USDC must be sent to the correctly advertised Token Deposit Address during the Sale Period in order to purchase and receive Tokens. Sending USDC to any other address may result in loss of USDC. Attempted transitions to purchase Tokens may be rejected if USDC is sent to the Token Deposit Address at any time before or after the Sale Period.

6. Acknowledgement and Assumption of Risks.

You acknowledge and agree that there are risks associated with purchasing Tokens, holding Tokens and using Tokens for receiving services on the Platform, as disclosed and explained in the Risk Disclosures set forth in Schedule 1 hereto.

BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 1 HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON PURCHASE OF THE TOKENS.

7. Security

You are responsible for implementing reasonable measures for securing the Wallet, vault or other storage mechanisms you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. We are not responsible for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your Tokens and (iii) your username, password and any other login or identifying credentials, including those used by our service providers.

We may use aggregate statistical information about your activity, including your activity on the Foundation website and logins to various websites, for marketing or any other purpose at our sole discretion. We may use your internet protocol address to verify your purchase of Tokens. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any other Platform Terms and Policies, all of which you have agreed to.

8. Personal Information

We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any KYC or AML requirements and policies, in connection with selling Tokens to you. You agree to provide us, or our nominee, such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.

9. Taxes

The Purchase Price that you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Foundation or any Foundation Persons (defined below) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the Platform.

10. Representations and Warranties

By purchasing Tokens, you represent and warrant that:

You are agreeing to participate in the Platform in some manner, and you understand that it is your responsibility to participate, meaning that the Platform is not solely dependent upon the efforts of the Foundation, but by the members engaging with the Platform and any associated services;
You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology to understand these Terms and to appreciate the risks and implications of purchasing the Tokens;
You have read and understand these Terms (including the Terms of Service, Privacy Policy and any other Platform Terms and Policies and the totality of the White Paper to which these Terms also apply.
You have obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens;
You understand that the Tokens only confer the right to transfer value within the Platform and confer no other rights of any form with respect to the Platform or the Foundation, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
You understand that while decentralized governance of the Platform may be part of the project’s roadmap, as the governance process is not yet defined, there is no assurance that ownership of Tokens will confer any rights to participate in the governance process once it is established, unless described as such in the definition of the Platform governance process, once, and if, that phase of the project is completed;
You are not purchasing Tokens for any uses or purposes other than to transfer value within the Platform, including, but not limited to, any investment, speculative or other financial purposes;
Your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of Tokens and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;
Any funds used for the transfer of the purchase price for the Tokens are: (i) good, clean, clear and are of non-criminal origin; (ii) completely free and clear of any liens, encumbrances of any kind of any rights of third-party interests; and (iii) have no origins that may be connected to any breach of money laundering regulations whatsoever, as defined in the jurisdiction of origin, or internationally;
You are legally permitted to receive software and participate in the use of the Platform;
You will comply with any applicable tax obligation in your jurisdiction that may be relevant to your purchase, holding, redemption, sale, or transfer of Tokens;
You agree to promptly provide to Foundation or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that Foundation may request from time to time in connection with Foundation's obligations under, and compliance with, applicable laws and regulations, including but not limited to anti-money laundering legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance;
You are at the age of majority in your country of residence are are legally able to obtain and use the Tokens;
You understand that with regard to Tokens, Foundation makes no guarantees that you will be able to resell Tokens or as to its future value, and that no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full;
You understand that you bear the sole responsibility to determine whether your interactions with the Platform, the ownership or use of the Tokens, the potential appreciation or depreciation in the value of the Tokens over time, the sale and purchase of the Tokens and/or any other action or transaction related to the Platform may have tax implications; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party liable for any tax liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the Platform;
You waive the right to participate in a class action lawsuit or classwide arbitration against any entity or individual involved with the creation of the Tokens, except as discussed more fully herein;
You understand that the purchase of the Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;
You understand that the transfer of USDC, the transfer of the Tokens, and the maintenance of the Platform carry significant financial, regulatory and reputational risks as further set forth in these Terms;
You understand that you have no right against any other party to request any refund of contributions submitted for the purchase of Tokens under any circumstance;
If you are purchasing Tokens on behalf of a legal entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
You are not (i) a citizen or resident of a geographic area in which access to or use of the Platform is prohibited 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 sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on BIS’s Denied Persons, Unverified, or Entity Lists, or OFAC’s List of Specially Designated Nationals, Foreign Sanctions Evaders, or List of Consolidated Sanctions, or DDTC’s Debarred Parties List;
You are outside of the United States when receiving and participating in the Token Sale and are acquiring the Tokens issuable hereunder as principal for your own account and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Tokens;
You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of participating in the Token Sale respectively of such investment and being allocated the Tokens, and are able to incur a complete loss of such investment without impairing your financial conditions and are able to bear the economic risk of such investment for an indefinite period of time;
You have not relied upon any marketing materials or representations by Foundation outside of those in these Terms, including but not limited to, conversations of any kind, whether through oral or electronic communication, or any presentation, technical paper, white paper, social media content, or website posting, and have based your decision to purchase solely upon your own investigations and the contents of these Terms;
You are a Non-U.S. person as defined in Rule 902 (k)(2) under the US Securities Act of 1933, as amended (the “Securities Act”), and you have not entered into these Terms because of, and will not engage in, any “directed selling efforts” (as such term is defined in Regulation S under the Securities Act) in respect to any Tokens issuable hereunder, which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Tokens; and
You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale; if you do share your credentials with anyone we will consider their activities to have been authorized by you; you alone are responsible for any acts or omissions that occur during the Token Sale through the use of your credentials; and we reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your credentials.

11. Indemnification

To the fullest extent permitted by applicable law, you agree that you shall indemnify, defend, and hold the Foundation, its subsidiaries, affiliates, related companies, service providers, and its and their respective past, present and future officers, directors, supervisors, consultants, advisors, agents, representatives, partners, and licensors (collectively, the “Foundation Persons”) harmless, and at Foundation’s election defend such Foundation Persons from and against any and all actual and threatened claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Foundation Persons arising out of or in connection with: (i) your acquisition or use of the Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the parties under applicable law.

If you are obligated to indemnify any Foundation Person hereunder, then you agree that Foundation (or, at its discretion, the applicable Foundation Persons) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Foundation wishes to settle, and if so, on what terms, and you agree to fully cooperate with Foundation in the defense or settlement of such claim.

12. Disclaimers

YOUR PURCHASE AND USE OF THE TOKENS IS ENTIRELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.

NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION, MATERIALS OR COMMUNICATION BY FOUNDATION OR RELATING TO THE TOKEN SALE CONSTITUTES A PROSPECTUS OF ANY SORT OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION. NEITHER THESE TERMS NOR ANY ANY OTHER MATERIALS HAVE BEEN (OR WILL BE) REGISTERED AS A PROSPECTUS WITH ANY GOVERNMENTAL AUTHORITIES.

THE TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER ANY US FEDERAL OR STATE SECURITIES LAWS, AND PURCHASERS WILL NOT RECEIVE ANY OF THE BENEFITS OR PROTECTIONS THEREOF. THE TOKEN SALE (I) IS NOT AVAILABLE FOR OFFER OR SALE IN THE UNITED STATES OF AMERICA AND (II) THE TOKEN SALE IS BEING SOLELY OFFERED AND SOLD OUTSIDE OF THE UNITED STATES ONLY TO NON-US PERSONS, AS DEFINED IN REGULATION S.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT: (i) IN NO EVENT WILL FOUNDATION PERSONS BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, GOODWILL, COMPUTER DAMAGE, SYSTEM FAILURE, INTELLECTUAL PROPRETY INFRINGEMENT, OR ANY OTHER DAMAGES OR LOSSES), ARISING OUT OF OR RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, HOWEVER, CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SALE OR USE OF THE TOKENS AND WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), OR ANY OTHER LEGAL THEORY, EVEN IF THE FOUNDATION PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FROM ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SALE AND USE OF THE TOKENS; AND (ii) IN THE EVENT THAT THE FOUNDATION PERSONS ARE FOUND TO HAVE ANY LIABILITY TO YOU NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID THE FOUNDATION PERSONS FOR THE TOKENS.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations in this Section may not apply to you.

14. Release

To the fullest extent permitted by applicable law, you release Foundation and the other Foundation Persons from responsibility, liability, claims, losses, demands and/or 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 disputes between you and the acts or omissions of third parties.

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

15. Dispute Resolution; Arbitration

READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Informal Process First. You and Foundation agree that in the event of any dispute between you and the Foundation Persons, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and Foundation agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. Nothing in this clause shall prevent a party from seeking interim or provisional relief where it is reasonably necessary to do so.

Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Website, the Services and any usage of the Bridge Contracts, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, and except as otherwise set forth in below. You and Foundation agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Legislation concerning arbitration may govern the arbitrability of all disputes in an applicable jurisdiction. However, the arbitrator will apply applicable substantive law consistent with such legislation and the applicable statute of limitations or condition precedent to suit. The arbitration will be handled by a sole arbitrator appointed in accordance with the JAMS Rules and the seat of the arbitration shall be Bucharest, Romania. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Foundation are each waiving any right to participate in a class action or class arbitration.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Foundation agree that in the event that there are one-hundred (100) or more individual Claims of a substantially similar nature filed against Foundation Persons by or with the assistance of the same law firm, group of law firms, or organizations, then within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (i) administer the arbitration demands in batches of 100 Claims per batch (plus, to the extent there are less than 100 Claims left over after the batching described above, a final batch consisting of the remaining Claims); (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Claims are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Foundation. You and Foundation agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Claims, as well as any steps to minimize the time and costs of arbitration, which may include: (A) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (B) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

Exceptions. Notwithstanding the foregoing, you and Foundation agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction the Summary Court of the Cayman Islands consistent with the jurisdictional and value limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Foundation will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the applicable standards set forth in civil procedures), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse Foundation for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Foundation before the arbitrator was appointed, Foundation will pay you the amount awarded in the arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.To the fullest extent permitted by applicable law, you and the Organization each agree that except as expressly set forth in the Section regarding Batch Arbitration, any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and FOUNDATION AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You AND FOUNDATION EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, then except as expressly set forth in Section 8(d) (Batch Arbitration), THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and Foundation agree that except as expressly set forth in the Section regarding Batch Arbitration, the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

16. Governing Law and Venue

These Terms are governed by the laws of the British Virgin Islands, without regard to conflict of laws principles. Any disputes arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands.

17. Severability

If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to effect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

18. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://www.superseed.xyz/ and include the date of the update. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We 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 our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

SCHEDULE 1 - RISK DISCLOSURES

Risk of Losing Access to Tokens Due to Wallet Incompatibility: A valid Ethereum address from a native token compatible wallet is required to receive your Tokens. Non-compatible wallet addresses will not be accepted. In addition, the Ethereum address used must not be associated with a third-party exchange or service that has custody over the private key (e.g. Coinbase, etc.). You must own the private key if your address is an exchange address.
Risks Associated with the Ethereum Blockchain: The Tokens and the Platform operate on the Ethereum blockchain. As such, any malfunction, unintended function, unexpected functioning of or attack on the Ethereum blockchain may cause the Platform or the Tokens to malfunction or function in an unexpected or unintended manner. Ethereum may be the target of malicious attacks seeking to identify and exploit weaknesses in the software, which may result in the loss or theft of Tokens. For example, if the Tokens and the Ethereum blockchain are subject to unknown and/or known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), such attacks may materially and adversely affect the Platform and the utility of the Tokens.
Risks Associated with Purchaser Credentials: Any third party that gains access to or learns of your wallet credentials or private keys may be able to dispose of your Tokens. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct Token Receipt Address to send you your Tokens. If you give us the incorrect Token Receipt Address to send your Tokens to, we are not responsible for any loss of Tokens that may occur.
Risk of Unknowable or Unfavorable Regulatory Action in One or More Jurisdictions: Regulation of tokens (including the Tokens), token offerings, or SAFT offerings, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Platform and the adoption and utility of the Tokens. Failure by Foundation or certain users of the Platform to comply with any laws, rules, and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines. As distributed ledger networks and distributed ledger assets have grown in popularity and in market size, federal and state agencies have begun to take an interest in and, in some cases, regulate their use and operation. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a distributed ledger network or asset, the Platform and Tokens may be materially and adversely affected. Distributed ledger networks also face an uncertain regulatory landscape in many jurisdictions such as the United States, the European Union, China, and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Platform. Such laws, regulations or directives may be in conflict with each other or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Platform and the adoption and utility of the Tokens. New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the liquidity and use of the Tokens, and the structure, rights, and transferability of Tokens.
Risk of Alternative Platform: It is possible that alternative platforms could be established that utilize the same or similar open-source code underlying the Platform and attempt to facilitate services that are materially similar to the services on the Platform. The Platform may compete with these alternative platforms, which could negatively impact the Platform and the Tokens.
Risk of Insufficient Interest in the Platform: It is possible that the Platform will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest in purchasing Tokens. Because the success of the Platform also depends, in part, on the growth and adoption of the use of the Ethereum blockchain, such a lack of interest could negatively impact Tokens and the Platform.
Risk that the Platform, as Developed, Will Not Meet the Expectations of Foundation or the Purchaser: The Platform may undergo significant changes over time. Moreover, we may limit control over how other participants will use the Platform, what services may be offered through the Platform by third parties, or how third-party services will utilize the Tokens (if at all). This could create the risk that Tokens or the Platform may not meet your expectations at the time of purchase, for any number of reasons including mistaken assumptions or analysis, a change in the design and implementation plans, and execution of the Platform. Furthermore, despite our good faith efforts to develop, complete, and participate in the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and Tokens, and your Tokens may become useless due to technical, commercial, regulatory or any other reasons.
Risk of Unfavorable Fluctuation of USDC and Other Currency Value: The Company team intends to use the proceeds from selling Tokens to fund general corporate purposes, [as described further in the White Paper]. The proceeds of the Token Sale will be denominated in USDC and converted into other cryptographic and fiat currencies. If the value of USDC or other currencies fluctuates unfavorably during or after the Token Sale, the Company team may not be able to maintain the Platform in the manner that it intended.
Risks from Taxation: The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with the acquisition, storage, transfer, and use of Tokens, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties, or other charges and tax reporting requirements.
Risk of Theft and Hacking: Hackers or other groups or organizations or countries may attempt to interfere with the Platform or the availability of Tokens in any number of ways, including service attacks, denial of service attacks, Sybil attacks, spoofing, smurfing malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known to steal Tokens. Any such successful attacks could result in theft or loss of your payment of USDC or your Tokens, adversely impacting the ability to develop the Platform and derive any usage or functionality from the Tokens.
Risk of Security Weaknesses in the Platform Core Infrastructure Software: The Platform will operate using open-source software maintained by Foundation and other contributors. As an open-source project, some core infrastructure elements of the Platform may not be represented, maintained, or monitored by an official organization or authority. The open-source nature of such software means that it may be difficult for Foundation or contributors to maintain or develop it and Foundation may not have adequate resources to address emerging issues or malicious programs that develop within the Platform or its core infrastructure software adequately or in a timely manner. Third parties not affiliated with Foundation may introduce weaknesses or bugs into the core infrastructure elements of the Platform and open-source code which may negatively impact the Platform. Such events may result in a loss of trust in the security and operation of the Platform, and a decline in user activity and could negatively impact the Tokens.
Risk of Software Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to Tokens and the Platform by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum blockchain. Smart contracts and their underlying software application are still in an early development stage and may be unproven. There is no warranty or assurance that the process for obtaining or using Tokens will be uninterrupted or error-free, and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of any USDC you contribute, the theft or loss of your Tokens, or a reduction in the utility of your Tokens.
Risk of Lack of Adoption or Use of the Platform: While Tokens should not be viewed as an investment, it may have value over time due to its utility on the Platform. That value may be limited or non-existent if the Platform lacks use and adoption. If this becomes the case, there may be few or no markets in which Tokens may be sold following the launch of the Platform, potentially having an adverse impact on Tokens.
Risk of an Illiquid Market for SUPR: Foundation is not aware of any marketplace for Tokens and does not yet support a marketplace for Tokens. There may never be any such marketplace for Tokens. There are currently no exchanges upon which Tokens would trade. If such exchanges ever do develop, they may be relatively new and subject to poorly understood regulatory oversight. Such exchanges may, therefore, be more exposed to fraud and failure than established, regulated exchanges for other products, and such exposure may have a negative impact on Tokens. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. You should not purchase Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic, or cash-equivalent value may increase over time. You assume all risks associated with such speculation or actions and any errors associated therewith, and you accept that Tokens are not offered by Foundation or its affiliates on an investment basis or for such purpose. You further acknowledge that any funds that you consider to be invested in Tokens will not be protected, guaranteed, or reimbursed by any governmental, regulatory, or other entity.
Risk of Uninsured Losses: Unlike bank accounts or accounts at some other financial institutions, funds held using the Platform or Ethereum blockchain are generally uninsured. In the event of any loss, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurer, to offer recourse to the purchaser.
Risk of Dissolution of the Project: It is possible that, due to any number of reasons, including, but not limited to, a decrease in Token utility due to (i) negative adoption of the Platform, (ii) an unfavorable fluctuation in the value of USDC (or other cryptographic and fiat currencies), (iii) the failure of commercial relationships, or (iv) intellectual property ownership challenges, the Platform may no longer be viable to operate, and the project may dissolve.
Risk of Malfunction in the Network: It is possible that the Platform malfunctions in an unfavorable way, including one that results in the loss of Tokens.
Risks Arising from Lack of Governance Rights: Because Tokens currently confer no governance rights of any kind with respect to the Platform or Foundation, all decisions involving Foundation’s products or services within the Platform or Foundation itself will be made by Foundation at its sole discretion, including, but not limited to, decisions to discontinue its products or services on the Platform, to create and sell more Tokens for use on the Platform, or to sell or liquidate Foundation. These decisions could adversely affect the Platform and the utility of any Tokens you own, including their utility for obtaining services.
Risk of Token Upgrades: The network may be subject to significant conceptual, technical and commercial changes. An upgrade to how Tokens are used may be required and, if you decide not to participate in such an upgrade, you may no longer be able to use your Tokens, and any non-upgraded Tokens may lose their functionality in full.
Risks Associated with Our Intellectual Property: Foundation may consider some technology that it develops to be proprietary. Our ability to compete depends in part upon our ability to protect our rights to the technology that we develop. Foundation may also rely on trademark, copyright, and trade secret law to protect its rights. However, these laws offer only limited protection. In addition, other countries may provide Foundation with little to no intellectual property right protection. As the number of distributed ledger products and services available to consumers increase, and as the uses of such products and services overlap, companies in the industry may become subject to additional intellectual property disputes. Any litigation to protect our intellectual property rights would be expensive, time-consuming, and unpredictable. Such litigation could adversely affect our business, including our financial condition, regardless of the outcome. There can be no assurances that any steps taken to protect intellectual property rights will be successful in deterring misappropriation or independent third-party development of our technology. Similarly, third parties may assert infringement and misappropriation claims against us. Regardless of the merit, these actions could distract management from our business and adversely affect our financial condition and operating revenues. Foundation may need to enter into confidentiality agreements with its consultants, business partners and investors in an attempt to protect Foundation’s proprietary rights. Nevertheless, these attempts to protect our proprietary rights may be inadequate. If Foundation is unable to protect its intellectual property, the utility of the Tokens may decline or diminish and the Platform may fail.
Risks Associated with Data Privacy Laws: There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Platform’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Platform, which would reduce or diminish the utility of the Tokens and cause the Platform to fail.
Unanticipated Risks: Cryptographic tokens are a relatively new and untested technology. In addition to the risks discussed in these Terms, there are risks that Foundation cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.