Terms of Service for KOLs

Last Modified: 5 July 2024

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “I AGREE” BUTTON, OR BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.

These Terms of Service (the “Terms of Service” or “Terms”) constitute a legally binding agreement between you (“you”, “your” or “KOL”) and SeedHunter Inc., a company incorporated in the Republic of Panama, having its company registration number 155748785, and the registered office address at Ricardo Arias Street, Advanced Tower, Floor 1, Office C-D, Panama City, Panama, P.O. Box 0823-03548 (“us”, “we”, “our”, or “SeedHunter”). These Terms govern your access to and use of the SeedHunter Website, available at www.seedhunter.com , including any of its subdomains (the “Website”) and any functionality provided via the Website (hereinafter collectively, the “Platform”) and any services made available or provided through the Website or the Platform (the “ SeedHunter Services”).

By accessing or using the Platform or by clicking the button “I ACCEPT” or respective check box in connection with or relating to these Terms, you agree and acknowledge that you have read, accept without modifications, understood and agreed to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and us. If you do not accept or agree to these Terms, you may not access or use the Platform and must immediately discontinue any use thereof.

Please read these Terms carefully as they affect your obligations and legal rights. Note that Sections 38 and 39 contain provisions governing the choice of law, arbitration terms, and class action waiver. Please read and review Sections 19, 20, 23, and 24 carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify the SeedHunter Parties, and contain a disclaimer of warranties with regard to the Platform.

1. DEFINITIONS

1.1. In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

“Acceptance Agreement Confirmation” shall have the meaning as defined in Clause 28.1.

“Associated Companies”means any person controlling, controlled by, or under the same control with SeedHunter;

“Client”means a legal entity to whom the KOLs shall provide the marketing services.

“Client’s Tokens” means the Digital Assets that have already been issued by the Client (and which are not offered for sale to the Purchasers under these Terms and the SAFT Agreement).

“Communications”means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms and the Platform.

“Digital Assets”means cryptographic digital tokens or cryptocurrencies that are based on blockchain and cryptography technologies or other distributed technologies (DLT).

“Digital Wallet”means a digital wallet that stores your Digital Assets and allows you to conduct transactions with them.

“Dispute” means any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or in connection with the Platform.

“Excluded Jurisdiction”means any of the following jurisdictions: means any of the following jurisdictions: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Syrian Arab Republic, Myanmar, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), Nigeria, the Republic of Cuba, the Crimea Region of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Sevastopol, People's Republic of China (Mainland), Federal Democratic Republic of Nepal, People's Democratic Republic of Algeria, Kingdom of Morocco, Plurinational State of Bolivia, Panama, Afghanistan, United Arab Emirates and any jurisdiction in which the use of the Platform is prohibited by applicable laws or regulations or any jurisdiction which is excluded by the decision of SeedHunter. For the avoidance of any doubt, SeedHunter reserves the right to amend the list of Excluded Jurisdictions for any reason at its sole discretion or decide for whatever reason to add any jurisdiction to such list.

“Exclusivity Period” shall have the meaning as defined inClause 30.1.1.

“Future Token(s)”means certain future Digital Assets that are offered for sale by the Seller.

“General Terms and Conditions for the Sale of Future Tokens” or“General Terms and Conditions”or“General T&Cs”means terms and conditions of the sale of the Future Tokens of the Seller’s Project.

“Intellectual Property Rights” shall have the meaning as defined in Clause 7.1.

“KOL”means a key opinion leader exercising his or her activity in a professional capacity and referenced on the Platform, i.e. an individual active on social networks or media and who, by virtue of his or her status, position or media exposure, is capable of being an opinion relay influencing habits of relevant target audiences for marketing purposes.

“KOL Wallet Address”or “Purchaser’s Wallet Address” means a designated wallet address, which is provided by you within the Platform.

“KYC Verification Process” means know your customer verification process, which is the mandatory process of identifying and verifying a KOL’s identity when opening a Platform Account and periodically over time.

“License” shall have the meaning as defined in Clause 9.1.

“Marketing Materials”means any information, documents, agreements, materials, logos, instructions, or content posted, created, or furnished by the Client through the Platform to enable the KOLs to provide marketing services.

“Marketing Campaign”means a marketing campaign managed through the Platform and designed by the Client regarding its Project and that will be executed by the KOLs.

“Milestone”means a significant stage or event in the development of each Seller’s Project, which shall be defined in the General T&C and which shall be completed before the Total Timeframe.

“Milestone Completion Verification Process”means a process within which SeedHunter verifies the completion of a Milestone by the Seller.

“Platform” has the meaning provided in the beginning of these Terms. It is expressly acknowledged that the “Platform”, as used herein, does not include any Third-Party Content, Third-Party Services.

“Platform Account” shall have the meaning as defined in Clause 4.1.

“Platform Documentation”means documentation, information, and other materials relating to the Platform by us or on our behalf, regardless of whether made available on the Platform or otherwise.

“Project”means Client’s or Seller’s crypto project, as the case may be.

“Prohibited Person”means any citizen or resident of, or person subject to jurisdiction of, any Excluded Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority, including the European Union (“EU”), Office of Foreign Assets Control (“OFAC”), United Nations Security Council, but not limited to the above.

“Purchaser”means you, as a purchaser of the Seller’s Future Tokens.

“Purchase Price”means the price the Purchaser shall pay in consideration for acquisition of certain amount of the Future Tokens from the Seller, which will be determined in a Sale and Purchase Agreement (defined below) and the SAFT Agreement (defined below).

“Purchase (Token) Amount”means a certain Future Token amount that will be subject of the purchase by the Purchaser.

“Release Agreement”means an agreement which has to be entered into by the Seller and SeedHunter and which would create an obligation for the Seller to comply with each SAFT Agreement and issue the Future Tokens to the Purchaser.

“Remaining Purchase Price”means a portion(s) of the Purchase Price that has not been released to the Seller by SeedHunter.

“SAFT Agreement”means the General T&C and the Sale and Purchase Agreement (defined below) that refers to the General Terms and Conditions, and together govern the sale of the Future Tokens, and collectively constitute and form a legally binding agreement between the Purchaser and the Seller.

“Sale and Purchase Agreement”means an agreement, agreed to by the Purchaser, which refers to the General T&C.

“SeedHunter”, “us”or “we” has the meaning provided in the beginning of these Terms.

“SeedHunter Parties”means, collectively, SeedHunter and its Associated Companies, their respective shareholders, directors, officers, employees, agents, advisors, contractors, and assignees.

“SeedHunter Services” means any services provided to you by us via the Platform (including present and future services provided via the Platform, enabled by future technological development).

“Seller”means a legal entity which is issuer of the Future Tokens within its Project and which offers for sale and sells these Future Tokens to the Purchaser(s).

“Seller’s Profile”or“Client’s Profile”means a profile of the Seller or the Client (as applicable) that contains information about the Seller, its Project, and its Future Tokens or the Client, its Project, and the Client’s Tokens (as applicable), and any content, information, materials, and items of the Seller or the Client, as the case may be.

“Service Agreement” means a service agreement, entered by the KOL and the Client, based on which the KOL promotes the Client’s Project and the Client’s Tokens, in return for the Service Fee.

“Service Fee”means fees payable to the KOL for the provided marketing service, which are paid in stablecoins (either USDT or USDC).

“Third-Party Content”means any content, information, materials, and items provided by third parties or produced from third-party sources, including (i) the description of, links to or elements of the Third-Party Services, (ii) promotional materials and advertisements, other third-party materials and data, (iii) third-party websites and resources, and links thereto, and (iv) any information produced or derived from third-party sources, including information about the value and price of the Digital Assets.

“Third-Party Costs” means any costs, fees, or expenses that are not charged by us, including, for example, the fees imposed by the applicable blockchain networks, gas costs, fees related to the Third-Party Services, bank fees, and commissions, etc.

“Third-Party Services” means any third-party software, services, items, and solutions that are not provided by us, including Digital Wallets and software wallets, blockchain networks, etc.

“Token Generation Event”or“TGE”means an event at which the Future Tokens shall be issued and transferred to the Purchaser and any other persons to whom such Future Tokens are sold.

“Token Sale Round”or“Funding Round”means a certain period during which the Seller aims to achieve a certain target regarding the Future Tokens sold, as specified in the Seller’s Profile.

“Token Sale Target”or “Funding Target”means a sale target objective regarding the Future Tokens sold during the Token Sale Round, as specified in the Seller’s Profile. The Token Sale Targetis considered successfully met when at least 80% of the specified sale target has been achieved.

“Total Timeframe”means a time period, as specified in the General T&C during which the Seller shall successfully complete all Milestones.

“User” means any individual or legal entity utilizing the Platform.

“User Generated Content” means any information, materials, or content posted, created, or furnished by the Users of the Platform, including through the Platform.

“Website” has the meaning provided in the preamble of these Terms.

2.MODIFICATIONANDPLATFORM UPDATES

2.1. We reserve the right to modify, supplement, or update these Terms from time to time at our sole and absolute discretion. If we make any changes to these Terms, we will notify you via email or by any other means as determined by us at our sole discretion of such changes by updating these Terms and update the “Last Updated” date at the top of this document. Unless otherwise notified by us, updated Terms shall be effective immediately, and your continued use of the Platform shall be deemed the acceptance of such updated Terms. If you do not agree to any amended Terms, you must immediately discontinue any access to or use of the Platform.

3.ELIGIBILITY

3.1. To be eligible to access and use the Platform (including any of services offered or made available through the Platform), you represent and warrant that (a) as an individual, you are at least 18 years old or are of legal age to form a binding contract under applicable laws; (b) are not a person whose access to or use of the Platform was suspended or otherwise restricted; (c) your use of the Platform and the SeedHunter Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, counter-terrorist financing, and anti-corruption; (d) you are neither a Prohibited Person nor use the Platform for the benefit of a Prohibited Person; (e) you will use the Platform and the SeedHunter Services only for yourself and not on behalf of any third party unless you have obtained prior approval from us; and (f) you will comply with these Terms.

3.2. If you determine that you do not meet and conform to any of the aforementioned eligibility requirements, you must immediately suspend your access to and use of the Platform until the respective restricting circumstances cease to exist.

3.3. If you fail to meet any of the aforementioned eligibility requirements, we reserve the right, at our sole and absolute discretion, to immediately, with or without notice and without any liability whatsoever, limit, suspend, restrict, or terminate your access to and use of the Platform, or delete your Platform Account and any content or related information and files in your Platform Account and/or bar any further access to such files of the Platform.

3.4. If we terminate or suspend your Platform Account for any reason, you are prohibited from registering and creating a new Platform Account under your name, a fake and borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Platform Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

4.ACCOUNT SETUPAND PLATFORM

4.1. In order to get access to or use certain functionalities of the Platform, you will need to create an account (the “Platform Account”) by providing your details, including but not limited to your name, email address and other contact details (choosing communication channel), password, and accepting these Terms. By using your Platform Account, you agree and represent that you will use the Platform and the SeedHunter Services only for yourself and not on behalf of any third party unless you have obtained prior approval from us. You may register only one Platform Account. You are fully responsible for all activity that occurs under your Platform Account and the User Content that you uploaded to your Platform Account.

5.KYC VERIFICATION PROCESS

5.1. By registering your Platform Account, you agree that before gaining access to the Platform and/or the SeedHunter Service or at a later stage determined by us at our sole discretion, you will need to complete the KYC Verification Process and provide our KYC service provider with the information and documentation we will request for the purposes of conducting the KYC Verification Process, the detection of money laundering, terrorist financing, fraud, any other financial crime, or for other lawful purposes stated by us.

5.2. The information we request may include, but is not limited to, personal information such as your name, residential address, mobile number, email address, date of birth, government identification number, passport number, and any other information that we are required to collect from time to time under applicable law. You represent and warrant that any and all information provided to us pursuant to these Terms or otherwise is true, accurate, and not misleading in any respect.

5.3. You permit us to keep a record of such information and authorize us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity and/or protect us against fraud or other financial crimes and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. We will have no liability or responsibility for any permanent or temporary inability to access or use the Platform as a result of the KYC Verification Process or other screening procedures.

5.4. You may also be required to undergo enhanced due diligence, where we may request that you submit additional information about yourself, provide relevant records, and arrange for meetings with the SeedHunter’s staff so that we may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of the Platform.

5.5. You hereby acknowledge and agree that you have an obligation to update all the information if there is any change as soon as such a change occurs. In addition, we reserve the right to request any additional information or documents at any later stage.

5.6. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated, or incomplete, we reserve the right to send you a notice to demand correction and, as the case may be, terminate all or part of the SeedHunter Services we provide for you, freeze, or cancel your Platform Account and freeze the Digital Assets.

5.7. Please refer to our Privacy Policy for information about how we collect, use, and disclose your personal data.

6.ACCOUNTUSAGE REQUIREMENT AND SECURITY

6.1. You can only use your Platform Account. We reserve the right to suspend, freeze, or cancel the use of your Platform Account by persons other than you. If you suspect or become aware of any unauthorized use of your Platform Account or access or any other breach of security, you should notify us immediately at info@seedhunter.com. To avoid any unauthorized access to your Platform Account, you agree to ensure you log out of your Platform Account at the end of each session. It shall be your sole responsibility to avoid any unauthorized use or access of your Platform Account, and we assume no liability for any loss or damage arising from the use of the Platform by you or any third party with or without your authorization. You are not allowed to use another’s Platform Account.

6.2. You agree to treat your security details (such as username and password) as confidential information and not disclose such information to any third party. You should be solely responsible for keeping safe the security details of your Platform Account and be responsible for all the transactions under your Platform Account. We assume no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials.

6.3. You must take reasonable care to ensure that your email account is secure and only accessed by you. Your email address may be used for various essential purposes, including, but not limited to, sending you relevant agreements for your Acceptance Agreement Confirmation, facilitating password resets, and security-related communications regarding your Platform Account. We will not be liable for the breach of an e-mail account resulting in an unauthorized transaction or action with proper confirmation. If any of the e-mail addresses registered with the Platform Account are compromised, you should, without undue delay after becoming aware of this, contact us and contact your email service provider. Irrespective of whether you use a public, shared, or your personal electronic device to access the Platform Account, you must always ensure that your account credentials are not stored by the browser, cache or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the electronic device you are using.

6.4. You are responsible for keeping the electronic device through which you access the Platform safe and maintaining adequate security and control of any and all security details you use to access the Platform. This includes taking all reasonable steps to avoid the loss, theft, or misuse of such electronic device and ensuring that such electronic device is both encrypted and password-protected.

7.INTELLECTUAL PROPERTY RIGHTS

7.1. The Website and the Platform and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, inventions, discoveries, processes, methods, compositions, formulae, techniques, information, source code, brand names, graphics, user interface design, text, logos, images, selection and arrangement thereof) are owned by SeedHunter or its licensors, whether or not protected by any copyright, trademark, service mark, trade secret, and other intellectual property or proprietary rights, and whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon (the “Intellectual Property Rights”). Unless, otherwise stated, SeedHunter retains any and all rights, title, and interest in and to the Website and the Platform (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions, and derivative works thereof.

7.2. These Terms shall not be understood and interpreted in a way that they would mean the assignment or licensing of the Intellectual Property Rights unless it is explicitly defined so in these Terms. You may not use any of the Intellectual Property Rights for any reason, except with our express, prior, written consent.

7.3. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform either published or made available by us or by any Third Party or any Client/Seller or any User of the Platform, except as follows:

A. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

B. You may store files that are automatically cached by your Web browser for display enhancement purposes.

C. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

D. You may download and use the Marketing Materials solely for the purpose of providing marketing service, pursuant to the Service Agreement.

7.4. You may not:

1. Modify copies of any materials from the Platform.
2. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform.

7.5. If you print, copy, modify, download, otherwise use or provide any other person with access to any part of the Platform in breach of these Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website and the Platform or any content on the Website and the Platform is transferred to you, your rights to use the Website and the Platform is limited to the rights expressly granted in these Terms and all rights not expressly granted are reserved and retained by SeedHunter. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

8.THIRD PARTYINTELLECTUAL PROPERTY RIGHTS

8.1. The Website and the Platform may contain names of services and products, logos, trademarks, and other marks which are owned by applicable third party right holders. Unless otherwise explicitly prescribed in these Terms, you do not receive any rights, title, license or interest in or to such names, logos, trademarks, and other marks, and we and respective right holders prohibit any use of such names, logos, trademarks, and other marks at any time. You may not obscure, remove, or alter any marks or notices displayed on the Platform.

9.LIMITEDLICENSE

9.1. Subject to compliance with these Terms, we hereby grant you a limited, temporary, non-exclusive, non-transferable, non-assignable, revocable, non-sublicensable license to access and use the Website and the Platform in such form, as they may exist from time to time and solely for informational, transactional, or other approved purposes as permitted by us from time to time (the “License”). Any other use of the Website and the Platform is expressly prohibited. We reserve all rights not expressly granted to you in and to the Platform and the Website.

9.2. You may not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Website or the Platform or any other part of the Platform or any derivative works thereof, in whole or in part. Without limiting the foregoing, you shall not frame or display the Platform (or any portion thereof) as part of any other website or any other work of authorship without prior written permission.

9.3. The License granted hereunder shall terminate and cease upon the occurrence of any of the following events:

A. these Terms terminate or expire;

B. you violate these Terms; or

C. We choose to terminate the License at our sole and absolute discretion, with or without reason.

9.4. We reserve the right to all remedies available at law and in equity for any such violation.

10.THIRD-PARTY CONTENT

10.1. When using the Platform, you may access, view, or interact with the Third-Party Content and Third-Party Services. We are not responsible for and shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Third-Party Content or Third-Party Services. We do not endorse nor recommend any Third-Party Content or Third-Party Services and shall not be liable for or held responsible in connection with your access to or use of Third-Party Content or Third-Party Services or any related information, materials, services, or tools. You hereby acknowledge and agree that your use of Third-Party Content and Third-Party Services, and your interactions with third parties (including the Sellers and Clients) that are linked to or from the Platform, are at your own risk. To the maximum extent permitted by the applicable law, in no event shall we be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with accessing or using any Third-Party Content or Third-Party Services.

11.USERGENERATED CONTENT

11.1. You may be allowed to post, create, or furnish the User Generated Content through the Platform. If you post, submit, upload, or otherwise make available any User Generated Content through the Platform, you must ensure that such content at all times is true, accurate, complete, and up to date, and that such content does not violate the law or any rights of third parties. The User Generated Content shall not include, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal content. By submitting or uploading any User Generated Content on the Platform, you warrant that you own all intellectual property rights in and to such content or otherwise have the right to use the User Generated Content in such a manner, and that such content does not violate any rights of third parties or laws. You shall be solely liable and responsible for your User Generated Content.

11.2. We do not review all User Generated Content nor do we assume any such obligation. We do not undertake any obligations with respect to the User Generated Content, e.g., an obligation to review or post such content, or obligations of confidentiality. At all times, we retain the right to remove any User Generated Content without any prior notice or liability in case we, at our sole discretion, determine that such User Generated Content is offensive, unacceptable, may harm us, or violate these Terms, any laws or public order.

11.3. By submitting or uploading the User Generated Content on the Platform, you grant us a non-exclusive, irrevocable, royalty-free, transferable, assignable, perpetual, fully paid up, worldwide license (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, create derivative works or otherwise exploit your User Generated Content.

11.4. We may use, reproduce, disclose, make publicly available, and otherwise exploit any of your comments, suggestions, recommendations, or other feedback provided in connection with or relating to the Platform, our other products and services throughout the world in its sole discretion, without restrictions or any obligations to you, including any obligations to pay you any fees.

12.FUNCTIONALITY OFTHE PLATFORM

12.1. General.The Platform is a digital ecosystem providing IT infrastructure and facilitating engagement between Clients and KOLs on one side and Purchasers and Sellers on the other side, as the case may be. The Platform offers: a) for the Clients, the opportunity to engage the KOLs during the Marketing Campaign period, for the purpose of promoting and enhancing brand awareness for their Project and its Client’s Tokens; b) for the Sellers, to list their Projects on the Platform, enabling them to sell their Future Tokens to the Purchasers; c) for the KOLs, the opportunity to promote the Client’s Project in exchange for the Service Fee, should the Client accept your application and the Service Agreement; and d) for the Purchasers, to purchase the Future Tokens from the Sellers listed on the Platform.

12.2. Marketing Services.

12.2.1. Subject to the terms set out herein, if you wish to promote a Client’s Project and the Client Tokens, you must submit an application to the respective Client via the Platform. The application should provide a detailed description of the marketing service you intend to offer and include the following details:

A. Social media platforms where you intend to perform marketing services.

B. The number of posts and the frequency at which the posts will be made.

12.2.2. Additionally, as part of the application process, you will need to enter into the Service Agreement. The Client will review your application and the Service Agreement, within a reasonable timeframe, and decide whether to accept or reject it. Should the Client approve your application and enter into the Service Agreement, the sole parties to the Service Agreement will be you and the Client. You acknowledge and agree that we are not a party to the Service Agreement and our role is limited to facilitating the engagement between you and the Client and providing IT infrastructure. The terms and conditions of the Service Agreement will be mutually determined and agreed upon by you and the Client, taking into account some minimum standards and requirements required for the purposes of use of the Platform and SeedHunter Service.

12.2.3. As a facilitator of engagement between you and the Client, you grant us authorization to fill out and complete Schedule I (which includes agreement details such as, inter alia, parties’ information, KOL Wallet Address, commencement and completion dates of the marketing service, marketing campaign completion date) and the table in Clause 3.1. of the Service Agreement (which includes, inter alia, details related to social media platforms where the KOL intends to provide marketing services, the number of posts, and posing frequency) using the information provided by both the KOL and the Client. However, both the KOL and the Client shall review the final version of the Service Agreement before the Acceptance Agreement Confirmation. If both parties agree with the terms of the Service Agreement, they must express their acceptance by clicking “I ACCEPT AGREEMENT” button. We shall not be responsible for any errors, mistakes, or discrepancies made in the Service Agreement, as ensuring the accuracy of all agreement details shall be the sole responsibility of you and the Client. For the avoidance of doubt, the Service Agreement shall be deemed fully executed when both parties enter into the Service Agreement. The Client may reject your application and the Service Agreement for any reason. You are responsible for checking your Profile Account to determine whether your application has been approved and the Service Agreement has been entered into by the Client. While we may notify you of such, we are not obligated to do so. For the avoidance of any doubt, the responsibility for such checks solely rests with you.

12.2.4. When you enter into the Service Agreement, you agree to the terms and conditions of such agreement in a professional capacity, acknowledging your commitment to perform your duties and responsibilities with the highest level of professionalism and expertise.

12.3. Purchasing the Future Tokens

12.3.1. Subject to the terms set out herein, you may purchase the Future Tokens offered by the Sellers. If you wish to purchase the Future Tokens from the Seller, you are required to accept the terms of the General T&C and the Sale and Purchase Agreement of the respective Seller. The terms and conditions for each sale and purchase of the Future Tokens will be determined by the respective Seller, except for the main terms which contain necessary authorization for SeedHunter as a facilitator of transactions under the SAFT Agreement. Any transaction and relationship related to the sale and purchase of the Future Tokens shall exist exclusively and directly between you and the respective Seller, whereby SeedHunter merely provides certain technical infrastructure to facilitate such sale and purchase, and shall not be a counterparty to the transaction or legal relationship between you and the Seller. In no event shall SeedHunter be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with the purchase of the Future Tokens and the SAFT Agreement.

12.3.2. You represent and warrant that you purchase the Future Tokens not as a consumer, as defined under the applicable legislation (normally, a consumer is an individual using services or making deals or transactions for personal or household purposes). If you fail to meet this requirement, you shall not be permitted to purchase or receive any Future Tokens.

12.3.3. Please note that you will be able to purchase the Future Tokens from the Seller until the completion of the Funding Round by such Seller, the details of which can be found on the Seller’s Profile. In the event the Seller does not reach at least 80% of the Funding Target and/or the Seller fails to enter into the Release Agreement with SeedHunter, the SAFT Agreement will be automatically terminated, and we will refund the Remaining Purchase Price to you, in accordance with paragraph 13.5 (Refund).

12.3.4. As a facilitator of a transaction between you and the Seller, you grant us an authorization to fill out and complete the Sale and Purchase Agreement (which includes agreement details such as, inter alia, information about the Purchaser, Purchaser’s Payment Wallet Address, Token Name, Purchase (Token) Amount, Purchase Price per Token, total Purchase Price and cryptocurrency) using the information provided by both you and the Seller. However, you must review a final version of the Sale and Purchase Agreement before your Acceptance Agreement Confirmation. If you agree with the terms of the General T&C and the Sale and Purchase Agreement, you must express your acceptance by clicking “I ACCEPT AGREEMENT” button. We shall not be responsible for any errors, mistakes, or discrepancies made in the Sale and Purchase Agreement, the onus lies with you to ensure the accuracy of all details in the Sale and Purchase Agreement.

12.3.5. Please note we are not a developer, manager, or operator of any Seller’s Project. As such, we have no influence or control over the Sellers, their Projects, and the Future Tokens, including their development, functionality or performance. We make no warranties or representations of any kind, express or implied, with regard to any Seller, their Project, and Future Tokens, including that their Project will be developing its business or technology, continue its operations, or carrying out any other activities. You shall conduct your own research and due diligence on the respective Seller, its Project, and the Future Tokens before purchasing the Future Tokens from them. Any such purchase shall be made entirely at your own risk and decision.

12.3.6. Nothing in these Terms or information contained on the Platform or otherwise communicated in connection with the Platform is intended to be or constitutes our endorsement or recommendation for promoting any Client’s Project and the Client’s Tokens or purchase of any Future Tokens from any Seller. All and any information concerning the Client, the Client’s Tokens, the Seller, the Projects, the Future Tokens, and the Marketing Materials contained on the Platform or otherwise provided in connection with a particular Project is collected from the respective Client or Seller, and constitutes Third-Party Content. Although we might at our own discretion verify certain information about the Client, the Seller, and their Projects, we do not assure, promise, represent, or otherwise guarantee that we will verify such information or that any such information is accurate, true, correct, up-to-date, complete, or not misleading. You shall conduct your own research and due diligence on the specific Client and its Project you intend to promote. If you wish to purchase the Future Tokens from the Seller, you shall conduct your own research and due diligence on the respective Seller, its Project, and the Future Tokens before purchasing the Future Tokens from them. Any such purchase shall be made entirely at your own risk and decision.

13.PAYMENT PROCESSAND REFUND

13.1. Release of Service Fee to KOLs.

13.1.1. In consideration for the marketing services provided by you to the Client, we will release the Service Fee (in either USDC or USDT) and transfer it to your KOL Wallet Address, subject to the terms of the Service Agreement, and these Terms. Please note that the Service Fee will also be subject to the deductions of the Third Party Cost. We are not responsible if the Service Fee has been transferred to an incorrect KOL Wallet Address that you provided.

13.1.2. Please note that the price per post for each KOL will be evaluated by our proprietary system considering multiple factors, such as the number of subscribers/followers, social media platform, the average number of views, and other relevant criteria. You understand that the price per post may vary depending on social media platforms. The price per post might be adjusted for each promotional service, depending on the KOL’s increase or decrease in subscribers/followers, social media platform, and the average number of views they generate. Please note that the price per post set by our proprietary system and may not always correspond to market values. We are not responsible for any discrepancies between our system's valuation and market rates.

13.1.3. We do not provide or make any representations or warranties of any kind with respect to the Service Fee, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, all of which are hereby expressly disclaimed and denied. You hereby acknowledge and agree that the Service Fee may not: (i) fit for a particular purpose; (ii) meet your expectations or work as intended; (iii) have the intended functionality; (iv) have a market; (v) have any specific price or hold any particular value, or have any value at all; (vi) be reliable, current or error-free, will meet any requirements, or that defects in the Service Fee will be corrected; or (vii) the Service Fee or the delivery mechanisms for the Service Fee are free of viruses or other harmful components.

13.2. Purchase of Future Tokens / Purchase Price

13.2.1. If you wish to purchase the Future Tokens from any Seller, you must first enter into the SAFT Agreement and send the Purchase Price for such Future Tokens (in stablecoins, either USDT or USDC) to the SeedHunter’s Digital Wallet within a purchase period as specified in the General T&C. The transfer of the Purchase Price can be made by connecting your Digital Wallet to the SeedHunter’s Digital Wallet via Metamask or Coinbase, or by manually transferring the Purchase Price to the SeedHunter’s Wallet Address, as specified in the General T&C. In the event, that the transfer of the Purchase Price has been made manually, you shall immediately provide a hash code of the transaction within the Platform to verify the transaction.

13.2.2. The Purchase Price will be held by SeedHunter on your behalf and on behalf of the respective Seller. Please note that you will not be able to withdraw, use, or transfer the Purchase Price while its held by us. In the event, you do not transfer the Purchase Price within the period, as specified in the General T&C, the respective SAFT Agreement shall be automatically terminated and neither you or the Seller shall have any obligations to each other with regard to the sale and purchase of the Future Tokens. Please note that no interest will accumulate on the Purchase Price while its held by us. We shall have no liability for the Digital Assets fluctuations, including the Purchase Price.

13.2.3. You understand that the Platform utilizes the infrastructure of a third-party wallet service provider for processing and managing transactions. We do not operate or maintain our own wallet infrastructure. Consequently, while we strive to ensure a secure and seamless experience for our users, we cannot be held responsible for any issues, technical glitches, or security concerns related to the third-party wallet service.

13.3. Release of the Purchase Price and Milestone Completion Verification Process

13.3.1. In the event that the Funding Target does not exceed a threshold of USD 500,000 (USD Five Hundred Thousand), no Milestones need to be defined by SeedHunter and the Seller and no Milestone Completion Verification Process need to be conducted by SeedHunter. In this event, the Purchase Price will be sent by SeedHunter to the Seller upon execution of the Release Agreement by the Seller and SeedHunter, subject to the terms of the Release Agreement. In the event, that the estimated Funding Target exceeds the threshold of USD 500,000 (USD Five Hundred Thousand), clauses 13.3.2, 13.3.3, and 13.4.1 shall apply. Please note that the Seller may conduct more Future Tokens sale rounds and if the threshold of the estimated respective Funding Round exceeds USD 500,000 (USD Five Hundred Thousand), the Seller and SeedHunter shall mutually define new Milestones for the respective Future Token sale round.

13.3.2. The Seller is required to successfully complete all Milestones within the Total Timeframe. The Purchase Price will be released by us to the Seller in equal portions, based on the total number of the Milestones the Seller must achieve, provided the first portion will be released after the successful completion of the Funding Round and execution of the Release Agreement by the Seller with us (i.e. before the completion of the first Milestone). After the completion of each Milestone by the Seller, we will conduct the Milestone Completion Verification Process to verify whether the Milestone has been successfully achieved. The verification of the Milestone will be made based on criteria provided by the Seller (and agreed upon by SeedHunter) and as specified in the General T&C. If the Milestone is found to be successfully achieved after the Milestone Completion Verification Process, we will notify you of such and release a corresponding portion of the Purchase Price to the Seller. We will not release a corresponding portion of the Purchase Price until the Seller successfully achieves the Milestone. For the Milestone to be considered successfully achieved, the Seller must fulfil at least 80% of its criteria, calculated based on the total number of subsections associated with the specific Milestone.

13.3.3. Please note that the completion of all Milestones and/or issuance of the Future Tokens by the Seller to the Purchaser does not guarantee the completion of the Seller’s Project, or that the Future Tokens will have specific utility within such Project. We do not verify any Milestones and the Project development after completion of all Milestones as defined in the respective General T&C. .

13.4. Milestone Extension Request

13.4.1. If the Seller is not able to deliver any Milestone within the Total Timeframe, the Seller may request that we grant an extension of the Total Timeframe, in accordance with the General T&C, to complete any remaining Milestones. We will evaluate and consider the extension request at our sole discretion and reserve the right to refuse to grant such an extension, providing a reasonable justification to the Seller. We will also inform you as soon as reasonably practicable whether such request has been approved and provide the reason behind the decision.

13.5. Refund

13.5.1. We will refund the Remaining Purchase Price to you only in one of the following events:

A. If the refund is required in accordance with the SAFT Agreement between you and the Seller;

B. If the Seller does not achieve at least 80% of the Funding Target within the Funding Round; or

C. If the Seller fails to enter into the Release Agreement with us.

13.5.2. Any refunds will be credited to your Platform Account. The refund will be made in the same currency that you initially sent the Purchase Price to us. If you are interested in other Seller’s Projects listed on the Platform, you may enter into the SAFT Agreement with the respective Seller and utilize the refunded amount to purchase the Future Tokens from the Seller. If you have no interest in other Projects listed on the Platform, you may request the refunded amount to be transferred to your Digital Wallet. The refund shall be made within sixty (60) days from the date of your request. The request shall be made by sending an email to us at the address specified in paragraph 40 (Communication). Please note, when we transfer the refunded amount to your Digital Wallet, a Third-Party Cost may be deducted from the refunded amount.

14.FEES

14.1. We may introduce, change, and charge certain fees for the access to or use of the Platform or any of its components. Please note that the fees may be charged for the use of certain functionality of the Platform or otherwise in connection with the transactions contemplated hereunder. We will make commercially reasonable efforts to notify you of such fees where possible.

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15.ASSOCIATED COSTS

15.1. When we transfer the Service Fee to you or when you transfer the Purchase Price to us, certain Third-Party Costs may arise. For example, when we or you make a blockchain transaction, the underlying blockchain network will normally charge a gas fee for processing a transaction. Certain fees may be charged by the software wallet that you use with the Platform. You shall bear any and all Third-Party Costs and we will not be responsible for or held liable in connection therewith. We may not be able to notify you about the Third-Party Costs involved in your transactions or provide accurate information about such Third-Party Costs, therefore, you agree to always independently check, review and verify any Third-Party Costs involved in your transactions.

15.2. If we refund any amounts to you, such refunded amount will be subject to the Third Party Costs. This means that any associated third-party expenses or charges related to the refund process will be deducted from the refunded amount.

16.PLATFORM UPDATES

16.1. We may from time to time and without prior notice make certain updates, changes, or modifications to the Platform or its components, including, but not limited to, updates or changes to the functionality of the Platform or its components, technical infrastructure of the Platform, security protocols and technical configurations of the Platform, any processes employed by the Platform, etc. Any such updates, changes, or modifications shall be at our sole and absolute discretion, and in no circumstances shall we be responsible for or held liable in connection with any updates, changes, or modifications to the Platform or its components.

17.PLATFORM AVAILABILITY

17.1. The availability of the Platform depends on various factors including those that are out of our control. We do not warrant or guarantee that the Platform will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access, bug-, virus-, or error-free. We will make a commercially reasonable effort to inform you if, when, and to which extent the Platform or any of its parts are or will be unavailable.

17.2. The Platform or its components may be inaccessible or inoperable from time to time for any reason, including, for example, due to maintenance procedures, Platform updates, disruptions, third-party interferences, hacker or malware attacks, force majeure circumstances, failures in the operation or malfunction of the underlying technical infrastructure or software of the Platform, unavailability of the Third-Party Services used in the Platform operation. Accordingly, your access to or use of the Platform or certain of its components or functionality, as the case may be, may be prevented or limited without notice.

17.3. We may, at our sole and absolute discretion, limit, suspend, or restrict access to the Platform or any of its components for persons who reside or are located in specific jurisdictions or territories, including in accordance with our internal risk management policies, due to legal uncertainty, or for other reasons. You agree to comply with such limitations and not to circumvent or bypass them in any way. You hereby agree that we may install and utilize certain software, solutions, and/or tools (for example, geo-blocking solutions) allowing us to identify Prohibited Persons or Users who have violated these Terms or the law, and restrict their access to and use of the Platform. We may restrict or suspend your access to and/or use of the Platform with immediate effect and without notification and liability if (i) we, acting at our sole discretion, determine that you have violated or may likely violate these Terms, applicable laws or regulations, or (ii) you or your actions create or may create legal exposure for us or the Platform.

17.4. We may, at any time and at our sole and absolute discretion, without prior notice and liability, terminate or discontinue the Platform or any of its components or functionality. There is no warranty that the Platform or certain functionality thereof will remain available or accessible.

18.DIGITAL ASSETS IN GENERAL

18.1. You hereby understand and agree that any purchase, use, and holding of any Future Tokens or any other Digital Assets is related to with high risks. Digital Assets and crypto market as a whole are highly risky and volatile, the prices and value of the Digital Assets may change dramatically over short periods of time, and you may lose the substantial part or all the funds and assets that you have allocated to purchase the Future Tokens. You shall be solely responsible for evaluating the merits and risks of purchasing, using, holding, and disposing of any Digital Assets, shall assume any and all related risks, and shall solely bear the consequences of such transactions, including any losses sustained, including potential full or partial loss of value of such Digital Assets. You acknowledge and understand that the purchase of the Future Tokens is inherently highly risky. Never allocate to the purchase of the Future Tokens more funds than you can afford to lose.

18.2. We do not provide or make any representations or warranties of any kind with respect to any Future Tokens or the Client’s Tokens, whether express or implied, including implied warranties of merchantability, fitness for particular purpose or non-infringement, all of which are hereby expressly disclaimed and denied. You hereby acknowledge and agree that any Future Tokens may not: (i) be fit for a particular purpose; (ii) meet your expectations or work as intended; (iii) have the intended functionality; (iv) have a market; or (v) have any specific price or hold any particular value, or have any value at all. Further you acknowledge and agree that purchasing, holding or otherwise dealing with Future Tokens represent activity related with high risks regarding which you are advised to consult with specialist IT, financial, tax, legal or other professional advisors, if necessary.

19.DISCLAIMERS

19.1. We are not your broker, fund manager, asset manager, legal or other professional adviser, or any intermediary to any broker, fund, or asset manager. Neither the Platform nor anything in these Terms shall be considered as a broker and/or fund or asset management services. We are not a financial institution or financial services provider, and have not been licensed or authorised by any regulatory authority or governmental body to carry out any regulated activities.

19.2. No part of the information or content available on the Platform or otherwise provided by us or on our behalf in connection with the Platform should be considered to be business, legal, financial, investment, or tax advice, or advice of a broker regarding any matters to which all or any part of such information relates. You should consult your own legal, financial, tax, or other professional advisors regarding this information. We shall not be responsible for the accuracy, completeness, or timeliness of the information and materials contained on the Platform or otherwise communicated to you, either by us or on our behalf, in connection with the Platform, therefore, any use of or reliance upon such information and materials shall always be at your own discretion and risk, and you shall be solely responsible for any possible damages or losses arising therefrom.

19.3. The Platform and any information and materials available thereon or provided in connection therewith are not intended to constitute an offer of the Future Tokens, or a solicitation for the purchase of the Future Tokens in any jurisdiction, nor is it intended to constitute a prospectus or offer document of any type. We do not provide any opinion or any advice to purchase, sell, or otherwise transact with the Future Tokens and nothing communicated by us shall form the basis of, or be relied upon in connection with, any contract or investment decision. Please consult your own legal, financial, tax, or other professional advisors before making any decision.

20.NOWARRANTY

20.1. The Platform and each of its components are provided on an “as is” and “as available basis. Your use of the Platform will always be at your own risk. We make no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, integration, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, with respect to the Platform, all of which are expressly disclaimed and denied.

20.2. We do not warrant, whether expressly or impliedly, and hereby expressly disclaim any warranty and representation that:

A. the Platform will work as expected have any specific functionality, or contain any particular components;

B. the Platform will be secure or available at any particular time or place, or will continue working, operating, or functioning for any period of time;

C. the Platform and SeedHunter Services and their use, will meet your expectations or be beneficial to you;

D. any information provided through the Platform or otherwise communicated in connection with the Platform, including the Platform Documentation, will be timely, accurate, reliable, complete, true or correct;

E. relates to the legal or judicial status or nature of the Digital Assets (including the Future Tokens), or with regard to their legal or other qualification;

F. the purchase, use, or holding of the Digital Assets (including the Future Tokens) will be beneficial to you;

G. the Platform will be free of viruses, errors, bugs, trojan horses, defects, flaws, malfunctions, or other harmful components, or properly protected from hacker, malware, spyware or other attacks, or third-party hostile interferences; or

H. any defects or errors in the Platform will be corrected.

21.WAIVEROF FIDUCIARY DUTIES

21.1. Neither the Platform nor these Terms create or impose nor are intended to create or impose any fiduciary duty on us with respect to you. Notwithstanding anything to the contrary contained in these Terms and to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you.

22.DUTYOF CARE

22.1. When accessing and using the Platform, you shall exercise your best judgment at all times, act in good faith, and shall exercise reasonable care, prudence, and diligence toward the SeedHunter Parties, the Sellers, and the Clients. You shall undertake your best efforts to ensure that your actions cause no harm to the SeedHunter Parties, the Sellers, and the Clients.

23.LIMITATION OF LIABILITY

23.1. To the maximum extent permitted under the applicable law, in no event shall:

A. the SeedHunter Parties be responsible for or held liable in connection with any indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they be liable for the loss of goodwill, loss of profits/revenue (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with these Terms, the Platform, the SeedHunter Services, or any transactions contemplated hereunder, whether based upon breach of warranty or contract, negligence (whether passive, active or imputed), strict liability, tort, or any other legal theory, regardless of whether any of the SeedHunter Parties have been advised of the possibility of such damages and regardless of whether such damages were foreseeable;

B. the SeedHunter Parties be responsible for or held liable in connection with the Client, the Seller, and their actions or omissions;

C. SeedHunter’s or its Associated Companies’ respective officers, directors, employees, consultants, and shareholders be held personally liable in connection with these Terms, the Platform, the SeedHuntert Services, or any transactions contemplated hereunder;

D. the SeedHunter Parties be responsible for or held liable in connection with any damages or losses arising out of or in connection with a hacker attack, phishing attack, malware attack, viruses, or trojan horses, whether affecting or transmitted via the Platform or otherwise, or any other unauthorized third-party intervention in the operation of the Platform;

E. the SeedHunter Parties be responsible for or held liable in connection with any inaccuracy, error, delay in, or omission of any information contained in the Platform Documentation, provided on the Platform or otherwise communicated to you in connection with the Platform, or your reliance on or use of such information;

F. the SeedHunter Parties be responsible for or held liable if the Service Agreement between you and the Client is deemed null and void or unenforceable by any court of a competent jurisdiction;

G. the SeedHunter Parties be responsible for or held liable if the SAFT Agreement between you and the Seller is deemed null and void or unenforceable by any court of a competent jurisdiction;

H. the SeedHunter Parties be responsible for or held liable in connection with the Third-Party Services, Third-Party Content, or any transactions and legal relationships between you and the Client and/or Seller (as the case may be); and

I. the aggregate liability of the SeedHunter Parties to you for any damages and losses whether in contract, warranty, or tort, whatsoever arising out of or in connection with these Terms, the Platform, the SeedHunter Services, and any transactions contemplated hereunder exceed the greater of (a) the Service Fee which we transferred to you or the Purchase Price transferred by you to us (as the case may be) during the past 3 (three) months preceding the date of the event that gave raise to the liability, or (b) USD $100 (one hundred U.S. dollars).

23.2. You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover any damages or amounts excluded in the list above in this Section 23 from the SeedHunter Parties and/or persons specified above.

24.INDEMNIFICATION

24.1. By agreeing to these Terms, you agree, to the fullest extent permitted by applicable law, to defend, indemnify and hold us, our past, present, and future Associated Companies, officers, directors, employees, suppliers, consultants, and agents or any other connected persons (collectively “Indemnified Parties” and each such person or entity individually, “Indemnified Party”) harmless from any and all third party claims, damages, losses, liabilities, obligations, penalties, interest, fees, expenses and costs (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance) of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) that arise directly or indirectly out of: (a) your access to and use or misuse of the Platform and the SeedHunter Services; (b) violation, breach or alleged breach of these Terms or applicable laws, rules, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, or regulations by you; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all User Generated Content uploaded or provided by you; (e) your use of or reliance upon any Third Party Content and the Marketing Materials uploaded by any third party, including by the Client or the Seller; (f) your failure to accurately report, collect or remit taxes; (g) any products or services purchased or obtained by you in connection with the Platform; (h) if the Service Agreenent and/or the SAFT Agreeement are deemed null and void or unenforceable by a court of competent jurisdiction; (i) your violation of the rights or obligations of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (j) breach of any terms and conditions of social media platforms; (k) if you transfer the Digital Assets to us derive from any illegal sources or encumbered by third parties, or (j) your negligence or wilful misconduct.

24.2. You agree that your use of the Platform and the SeedHunter Services shall be in compliance with all applicable laws, regulations, and guidelines.

24.3. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree to promptly notify us of any Claims and cooperate with our defence of any Claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

25.WARRANTIES ANDREPRESENTATIONS

25.1. You represent and warrant to us that:

1. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with the Digital Assets and storage facilities, digital wallets, software wallets, distributed ledger technology, and blockchain-based software;
2. you are agreeing to these Terms and entering into a transaction on the Platform solely in your professional capacity (not as a consumer);
3. any funds or the Digital Assets transferred by you to us (a) are owned by you, (b) are from legitimate sources, and (c) were lawfully acquired;
4. you are not subject to any sanctions administered or enforced by any country, government or international authority nor are you resident in a country or territory that is subject to a country-wide or territory-wide sanction imposed by any country or government or international authority;
5. you shall be solely responsible for all and any operations carried out through the Platform, and any and all transactions with the Digital Assets;
6. you understand and agree that the Future Tokens that you may purchase or acquire from the Seller may be subject to the vesting terms and other restrictions on the use or disposal thereof;
7. you acknowledge and agree that we do not act as your agent or fiduciary;
8. accessing and/or using the Platform and the SeedHunter Service is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, and your access to and use of the Platform shall be in full compliance with applicable laws and regulations;
9. you are not a Prohibited Person nor use the Platform for the benefit of a Prohibited Person;
10. you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, receipt, storage, sale, rent, or transfer of the Digital Assets, or other use of the Platform;
11. you understand that purchasing, selling, and holding the Digital Assets including the Future Tokens, carries substantial risk as the prices may change rapidly, and that you should obtain appropriate professional advice before making any decision;
12. you understand that the use of the Platform and the SeedHunter Services may not be beneficial to you and that you may sustain losses from any transactions;
13. you shall not make any decisions based solely on the information available on the Platform or otherwise made available by us, including the Platform Documentation and Third Party Content, and shall conduct your own substantial research and analysis before making any decision;
14. you understand that we do not control, manage, or influence the Clients and the Sellers, and their Projects;
15. you comply with the terms and conditions of social media platforms where you intend to provide marketing services to the Client;
16. your use of information available on the Platform or otherwise provided by us, including the Platform Documentation, is at your own risk, and that nothing contained on the Platform shall be deemed a guarantee or promise that such information is true or correct, that you will receive any profit or benefit, or that any transaction via the Platform will be beneficial or suitable for you;
17. the Digital Assets that you transfer to us are not derived from any illegal sources, not encumbered by any third party, and they belong to you; and
18. all of the above representations and warranties are true, complete, accurate, and non-misleading from the time when you accept these Terms, and for the whole period of your use of the Platform.

26.PROHIBITED USE

26.1. You may use the Platform and the SeedHunter Service only for lawful purposes and in accordance with these Terms. You agree that you shall not conduct or participate in any of the following activities when accessing or using the Platform, or in connection with such access or use:

A. disrupting, interfering with, or inhibiting other users from using the Platform, technical infrastructure or software that is used for operating the Platform, and carrying out activities that could disable, impair, or harm the functioning of the Platform, technical infrastructure or software that is used for operating the Platform;

B. using the Platform, related technical infrastructure, or software for any illegal purposes, including, but not limited to, fraud, terrorism financing, or money laundering;

C. taking advantage of bugs or errors in program logic and/or code of the Platform or associated software;

D. circumventing or attempting to circumvent any access or functionality restrictions or limitations that the Platform has or may have, including with the use of malware, spyware, harmful code or software, or by undertaking hacker attacks or similar activities;

E. using the Platform, related technical infrastructure or software for any purpose that is harmful or detrimental to the Platform or to us, our Associated Companies, or any User of the Platform;

F. violating any rights of any third person, including trademark or intellectual property rights;

G. fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain the Digital Assets, funds, or property of other Users or third persons;

H. activities for which a license or state authorization is required or compulsory under the laws or regulations applicable to you;

I. creating multiple Platform Accounts with the Platform;

J. copying, reproducing, or cloning the Platform, or duplicating their essential elements, or creating derivative works based on the Platform or its elements without our prior written consent;

K. deciphering, decompiling, disassembling, or reverse engineering any of the software comprising or in any way making up a part of the Platform; and

L. carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.

M. modify, adapt, reproduce, translate, or create derivative works of the Platform, or any data or content (including the Third-Party Content) provided through the Platform, or any portion thereof, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform;

N. remove any copyright notice, trademark, legend, logo, or product identification from the Platform;

O. edit, modify, filter, truncate, or change the order of the information contained in any part of the Platform, or remove, obscure, or minimize any part of the Platform in any way without authorization of SeedHunter;

P. make any commercial use of the Platform or our logo, trademark or brand name in any way; or

Q. facilitate or assist another person to do any of the above acts.

27.COMPLIANCE

27.1. You must comply with local laws and regulations in relation to the legal usage of the Platform and/or the SeedHunter Service in the jurisdiction in which you reside and other laws and regulations that are applicable to you. For example, suppose you reside in any jurisdiction where the use of the Platform and/or the SeedHunter Service would violate any of the laws or regulations of the jurisdiction in which you reside. In that case, you agree to refrain from using the Platform and/or the SeedHunter Services in any manner that would violate any of the laws and regulations of such jurisdiction. You are responsible for complying with all applicable laws related to your use of the Platform and/or the SeedHunter Services, including any reporting obligations and payment of all applicable taxes. It is your responsibility to report and remit the correct tax to the appropriate tax authority.

28.ACCEPTANCE AGREEMENT CONFIRMATION

28.1. You acknowledge and agree that if both you and the Client agree with the terms of the Service Agreement, such acceptance shall be confirmed by both parties by clicking “I Agree” or “I Accept Agreement” button (the “Acceptance Agreement Confirmation”). You agree your Acceptance Agreement Confirmation is legally binding and is the legal equivalent of your manual/handwritten signature. You agree that no certification authority or other third-party verification is necessary to validate your or Client’s Acceptance Agreement Confirmation, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your Acceptance Agreement Confirmation or the Service Agreement.

28.2. You acknowledge and agree that if you agree with the terms of the General T&C and Sale and Purchase Agreement, such acceptance shall be confirmed by clicking “I Agree” or “I Accept Agreement” button for each agreement, which shall then cause the General T&C and the Sale and Purchase Agreement become legally binding for you.

28.3. Nothing in these Terms may be construed to make SeedHunter a party to any document between you and the Client or the Seller (as the case may be), and we make no representation or warranty regarding the transactions sought to be affected by any document using Acceptance Agreement Confirmation. Certain types of agreements and documents may be excepted from electronic signature laws (e.g. wills, deeds, transfer of lands and agreements pertaining to family law) or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. We are not responsible for determining whether any particular document is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any particular agency promulgations; or (iii) whether it can be legally formed by Acceptance Agreement Confirmation.

28.4. Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers”, such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. We are not responsible to: (i) determine whether any particular transaction involves a “consumer”; (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; or (v) otherwise to comply with any such special requirements.

29.NON-DISPARAGEMENT

29.1. You shall not at any time, disparage, or spread any falls or disparaging information about us, the Platform, the SeedHunter Services, or any of our Associated Companies, directors, officers, employees or partners in any manner, shape, or form, and in any media channel, or otherwise take any action which could reasonably be expected adversely affect our reputation. You shall indemnify us for any damages, including but not limited to all necessary attorney and other legal fees and costs, arising from any violation of this clause.

30.EXCLUSIVITY AND NON-CIRCUMVENTION

30.1. Exclusivity

30.1.1. You acknowledge and agree that SeedHunter’s revenue is derived from facilitating engagement between you and the Clients. Therefore, for twenty (24) months from the time any Client (registered on the Platform) engages you through the Platform to provide marketing services (the “Exclusivity Period”), you must use the SeedHunter Services as your exclusive method to engage with the Clients registered on the Platform. You may opt out of this obligation only if you pay SeedHunter an “Opt-Out Fee” computed to be greater of the following amounts:

A. USD 3,000 for each engaged or previously engaged Client (as applicable) or

B. 15% of the gross fee paid or to be paid by the Client for the marketing services to be performed by you during the Exclusivity Period, as estimated in good faith by the Client.

30.1.2. To pay the Opt-Out Fee, you must request instructions by sending an email to info@seedhunter.com

30.2. Non-Circumvention

30.2.1. You are expressly prohibited from directly or indirectly soliciting and engaging the Clients and/or Sellers that are registered on the Platform, for any Project, opportunity, or engagement other than through the Platform. By way of illustration and not in limitation of the foregoing, you must not:

A. Submit proposals or solicit the Clients and/or Sellers registered on the Platform to contact, hire, manage, and/or pay outside of the Platform;

B. Terminate the Service Agreement for the purpose of contacting separately with the Clients registered on the Platform.

30.2.2. Any attempt to circumvent the SeedHunter Services for the purpose of engaging the Clients, including, but not limited to, contacting Clients and Sellers outside of the Platform will be considered a violation of these Terms. If you are aware of a breach or potential breach of this Exclusivity and Non-Circumvention clause, please submit a confidential report to us by sending an email to info@seedhunter.com

30.2.3. By using the Platform, you expressly acknowledge and agree to abide by this Exclusivity and Non-Circumvention clause. We reserve the right to seek damages, including but not limited to legal fees and costs, arising from any violation of this clause.

31.RISK DISCLOSURESTATEMENT

31.1. By accepting these Terms, you hereby warrant that you have read, understood, and acknowledged the risks set out in our Risks Disclosure Statement [1] . You hereby acknowledge, accept, and assume the risks set out therein and represent that the SeedHunter Parties shall not be held liable or responsible for any damages or losses arising from or in connection with such risks.

32.TAXATION

32.1. You shall be solely and entirely responsible for all and any present or future taxes, including income tax, stamp tax, capital gain tax, value added tax, other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any state, government, or governmental authority, and any tax liabilities, which arise, may arise, be imposed or applied in connection with your use of the Platform, purchasing, acquisition, holding, using, or disposing of any Digital Assets, or any transactions contemplated hereunder.

33. ASSIGNABILITY

33.1. You may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. You acknowledge and agree that we reserve the right to freely assign any of our rights, duties, and obligations under these Terms to any of our Associated Companies or any third party at our sole discretion.

34. NOTICES

34.1. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Platform will be effective only if it is in writing and sent using: (a) email to the email address set forth in your registration information or on the Platform; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Platform.

34.2. Unless otherwise specified in these Terms, the following rules shall apply to determine when communication or notice is deemed to have been received: (a) Email: An email communication shall be deemed received on the date it is sent; (b) Certified or registered mail: Communication by certified or registered mail shall be deemed received on the date of delivery as indicated on the postal service's tracking or delivery confirmation; (c) Insured Courier: Communication via insured courier shall be deemed received on the date of receipt by the KOL, as confirmed by the courier service's delivery records.

34.3. In the event a notice contains specific deadlines or timeframes (e.g., a requirement to respond within a certain number of days), the calculation of such deadlines shall begin on the date the communication is deemed received in accordance with the provisions outlined in this Notice Section. It is your responsibility to keep your contact information up to date on the Platform to ensure the effective receipt of communications and notices as required by these Terms.

35.FORCE MAJEURE

35.1. To the maximum extent permitted under the law, in no event shall we be held liable or responsible for any non-performance or undue performance of these Terms or our obligations to you if such non-performance or undue performance results from or is caused, directly or indirectly, by the following force majeure circumstances: (i) fire, flood, hostility, pandemic, the act of God, explosion, strike, (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions and operations, (iii) epidemic, pandemic, insurrection, riot, labour dispute, accident, (iv) sanctions, government actions, embargoes, (v) injunctions, cease and desist orders, restraining or similar orders, other actions of a court, governmental or other authorities, (vi) malfunctions of the software, blockchain networks, smart-contracts, other technologies related to, relied upon by, or used in connection with, the Platform, hacker and any other attacks on the Platform or underlying blockchain networks and software; (vii) loss or theft of the Digital Assets as a result of an attack, including hacker, malware, or other attack, or third-party hostile interference or market disturbances, increased and uncontrolled volatility of the Digital Assets; (viii) actions, failures to act or inactions of Third-Party Service providers or other third parties, fraud or theft of funds by third parties (including so-called “exit-scams”), (ix) system interference and/or destruction by any malicious programs, (x) power failure, equipment or software malfunction or error, (xi) other circumstances beyond our control interfering the performance hereof.

36.ENTIREAGREEMENT

36.1. These Terms, together with any documents incorporated herein by reference, contain the entire agreement between you and us, and supersede all prior and contemporaneous understandings, writings, letters, statements or promises between you and us regarding the subject matters hereof. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries hereto.

37.NOPARTNERSHIP OR AGENCY

37.1. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture or employment relations between any of the parties hereto, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

38.GOVERNING LAW

38.1. These Terms, as well as any and all relationship between you and us relating to the Platform or any transaction contemplated in these Terms shall be governed by and construed and enforced in accordance with the laws of the United Arab Emirates, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

39.DISPUTERESOLUTION

39.1. You and SeedHunter hereby agree to settle and finally resolve any Dispute arising out of or in connection with these Terms or the Platform in binding arbitration and in accordance with this Section 39. Binding arbitration is the referral of a Dispute to a qualified person(s) who will review the Dispute and make a final and binding determination, by making an order, to resolve the Dispute.

39.2. For any Dispute that you have against us or relating in any way to these Terms, the SeedHunter Service, or the Platform, you shall first contact us and attempt to resolve the Dispute informally by sending a notice of your claim to us by email at info@seedhunter.com. Such notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the Dispute and set forth the specific relief sought. If we and you cannot reach an agreement to resolve the Dispute within thirty (30) days after such notice is received, then either party may submit the dispute to binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (“DIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference herein.

39.3. The number of arbitrators shall be one (1) and appointed by SeedHunter. The seat, or legal place, of arbitration shall be the Emirate of Dubai. The language to be used in the arbitral proceedings shall be English.

39.4. Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the Disputes. Unless prohibited under the law, the arbitrator will have the authority to make appropriate rulings to safeguard confidentiality.

39.5. Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There will be no class or other type of representative action, whether within or outside of arbitration where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.

39.6. To the maximum extent permitted under the law, you waive the rights to a jury trial, class action arbitration, and to have any Dispute resolved in court.

39.7. We retain the right to bring any urgent suit, action or proceeding against you for any actual or threatened breach of these Terms in your place or country of residence or any other relevant country if we determine in our sole discretion that this is required to seek urgent injunctive relief of any actual or threatened breach of these Terms by you. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

39.8. In the event of a Dispute between you and the Client or the Seller (as the case may be), the parties involved in such Dispute shall solely be you and the respective Client or the Seller (as the case may be). We shall not be considered a party to such Dispute, and any resolution, negotiation, or legal proceedings shall be solely between you and the respective Client or the Seller (as the case may be). We will not be liable for any claims, demands, damages, or liabilities arising from such Disputes.

40.COMMUNICATION

40.1. You specifically agree to receive, obtain and/or submit any and all documents and information electronically. You agree and consent to receive electronically all Communications that we provide in connection with these Terms, the SeedHunter Service and the Platform. You agree that we may provide Communications to you by posting them on the Platform. If you provide us with your email address and/or social media accounts, we may (but will not be obliged to) send Communications to you by email and/or social media accounts. All Communications specified in this paragraph shall be deemed in writing, valid and of full legal force, and delivered to you on the day following the day when they are published.

40.2. You may electronically communicate with us by sending Communications to the following email address: info@seedhunter.com . We may require you to provide additional data or documents that will allow us to identify you.

41.TERMINATION

41.1. We may terminate your access to and use of the Platform and the SeedHunter Service under the following circumstances: (i) you breach any provision of these Terms; (ii) you violate any applicable laws and regulations; (iii) you provide false or misleading information to us; (iv) your continued use of the Platform (in our sole discretion) poses a legal risk to SeedHunter or threatens the security of the Platform or other Users. We are not and shall not be responsible or liable for any loss or damages incurred as a result of or arising from any actions taken under this section.

41.2. If these Terms expire or are terminated for any reason: (a) any and all of KOL’s liabilities to us that have accrued before the effective date of the expiration or termination will survive; (b) Licenses granted to you with respect to the Platform will immediately terminate; (c) Our obligation to provide any access to the Platform to you under these Terms will immediately terminate.

42.NOWAIVER

42.1. No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

43.SURVIVAL

43.1. Provisions hereof construed to survive the termination of these Terms (including in particular, but not limited to Sections 19, 23, 24, 25, 29, 30, 32, 38, 39, 41 and 43) shall survive any expiration or termination of these Terms or any expiration or termination of your access to or use of the Platform, regardless of the reasons.

44.LANGUAGE

44.1. Only the English version of these Terms is considered official. The English version shall prevail in case of differences in translation of any information, documents, Communications, or other content.

45.SEVERABILITY

45.1. If any provision or part-provision of these Terms is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any party hereto under these Terms will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) these Terms will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of these Terms will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of these Terms a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. In any event, the invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.

46.INTERPRETATION

46.1. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. You hereby agree that a rule of construction does not apply to our disadvantage because we were responsible for the preparation of these Terms.

47.PRIVACY POLICY

47.1. Please review our Privacy Policy, available at: https://www.seedhunter.com/privacy-policy . By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.