Terms & Conditions for the Ocean Token Launch Distribution

#Table of Contents

#I - NETWORK LAUNCH TERMS

TERMS AND CONDITIONS FOR WHITELISTING FOR PARTICIPATION IN THE NETWORK LAUNCH TOKEN EXCHANGE OF OCEAN PROTOCOL FOUNDATION LTD.

Ocean Protocol Foundation Ltd. (Company Registration No.: 201729912W), a company incorporated in Singapore with its registered office at Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439 (the “Foundation”) is proposing to create and distribute cryptographic tokens – the Ocean tokens (the “Tokens”) – to the general public in exchange for cryptocurrency during the public Network Launch phase (the “Initial Token Exchange”), the launch periods to be announced by the Foundation on its website at http://oceanprotocol.com/ (the “Website”) as well as other Channels (as defined below) which the Foundation may elect. The Tokens are to function as the native cryptographic currency for use on the Ocean Protocol network (the “Project”) – a decentralised data exchange platform built on blockchain technology to be developed by Company in collaboration with BigchainDB GmbH (German Company Registration Number HRB 160856B) and DEX Pte. Ltd. (Singapore Company Registration Number 201541022W).

Via the Website and in preparation of the Initial Token Exchange, the Foundation is embarking on registration of, and compilation of a listing (“Whitelist”) of, persons / body corporate (“Whitelist Registrant”) interested to acquire Tokens by way of participation in the Initial Token Exchange (“Whitelisting”). The Whitelisting will be on and subject to the following terms and conditions (as may be amended, modified or supplemented from time to time) (these “Terms”).

For the avoidance of doubt, these Terms govern only the Whitelisting, and DO NOT govern a Whitelist Registrant’s participation in the Initial Token Exchange, which participation shall be the subject of separate terms and conditions (“Initial Token Exchange Terms”) to be entered into between the Foundation and Whitelist Registrant at a future date. Only Whitelist Registrants who are registered on the Whitelist and who fulfil the Initial Token Exchange Terms, will be eligible to participate in the Initial Token Exchange.

You have received these Terms in your capacity as a Whitelist Registrant. Each of you and the Foundation shall hereinafter be referred to as a “Party”, and collectively, you and the Foundation shall hereinafter be referred to as the “Parties”. Please read the Terms set out herein carefully before using the Website as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitations of liability. These Terms constitute the entire agreement between the parties with respect to your application for registration on the Whitelist (your “Registration” or, as the context requires, “Register” or “Registering”). These Terms supersede and terminate all previous undertakings, representations and agreements between the Parties with respect to your Registration.

IF YOU INTEND TO REGISTER, BY ACCESSING THE WEBSITE, YOU AGREE AND ACKNOWLEDGE, AND WILL BE DEEMED AS HAVING ACCEPTED UNCONDITIONALLY AND WITHOUT RESERVATION ALL OF THESE TERMS. IF YOU DO NOT AGREE WITH OR ACCEPT THESE TERMS, YOU SHALL NOT CONTINUE TO USE THE WEBSITE OR PROCEED WITH YOUR REGISTRATION.

THE TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF INVESTMENT IN ANY JURISDICTION. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF INVESTMENT, OR A SOLICITATION FOR ANY FORM OF INVESTMENT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN BY THE FOUNDATION UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.

BY ACCEPTING THESE TERMS AND PROCEEDING WITH THE REGISTRATION, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF YOUR REGISTRATION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PROCEED WITH THE REGISTRATION.

These Terms are subject to amendments, modifications or supplements from the date hereof until the cessation of the Whitelisting without notice, from time to time in the Foundation’s sole and absolute discretion. The Foundation will announce any amendments, modifications or supplements to these Terms on the Website, and you agree that the Foundation has the absolute right in its sole discretion to effect such amendments, modifications or supplements to the Terms. By accessing the Website after such amendments, modifications or supplements have been announced, you are deemed to have agreed to the Terms as amended, modified or supplemented.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular only shall include the plural and vice versa. References to “Paragraphs” are to be construed as references to the paragraphs of these Terms.

The Parties HEREBY AGREE as follows:

#1. Introduction, Scope Of Terms And Definitions

1.1 These Terms govern your Registration.

1.2 Unless otherwise stated herein or the context otherwise requires, the following words and expressions have the following meanings: “Affiliate” means in relation to any person, any Subsidiary or Ultimate Holding Company of that person and any other Subsidiary of that Ultimate Holding Company;

“Subsidiary” is a corporation that has (a) the composition of its board of directors controlled by another corporation; (b) has more than half of its voting power controlled by another corporation; or (c) has more than half of its issued share capital held by another corporation;

“Ultimate Holding Company” means a corporation that has another corporation as its Subsidiary and is not itself a Subsidiary of any corporation; and

“Whitepaper” means one or more documents (whether or not entitled “Whitepaper”), as may be released and amended from time to time at the Foundation’s sole discretion, explaining, among other things, the Project and its technology, the Foundation’s business and the Tokens, and including, but not limited to, the Initial Token Exchange and information about relevant Foundation personnel.

1.3 No information contained in or on, and no part of the following:

(a) the finalised, published and adopted version or draft of the Whitepaper, the business version of the Whitepaper, the technical primer, the marketplace framework document or any other documents uploaded on the Website, the Foundation’s Telegram channel which is accessible on t.me/oceanprotocol, the Foundation’s blog which is accessible on blog.oceanprotocol.com and/or the Foundation’s Twitter account (@oceanprotocol) (collectively, the “Channels”);

(b) the Channels;

(d) any other information or document,

shall constitute part of these Terms, and no representations, warranties or undertakings are or are intended or purported to be given by any of the Foundation or its Affiliates in respect of any information contained in or on, or any part of, the items as stated in this Paragraph 1.3.

#2. Registration And Whitelisting

2.1 Your Registration is governed by these Terms. If you do not accept these Terms, you shall not Register and shall not be eligible to participate in the Initial Token Exchange.

2.2 You shall not Register if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your Registration is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule in your country of residence or domicile.

2.3 As part of its Whitelisting and verification procedures, the Foundation may require you to furnish such documents and information so as to prove your identity, status and/or eligibility to Register. The Foundation reserves the right, in its sole and absolute discretion, to reject your Registration if you are unable to furnish such documents or information to the Foundation’s sole and absolute satisfaction.

2.4 Upon your successful Registration to the Foundation’s satisfaction in its sole and absolute discretion, you shall be notified of admission to the Whitelist and subject to you fulfilling the Initial Token Exchange Terms, shall be eligible to participate in the Initial Token Exchange.

#3. Representations And Warranties

3.1 By accepting these Terms and Registering, you represent and warrant to the Foundation as follows:

(a) you have read and understood all of these Terms;

(b) you have full power and capacity to accept these Terms and perform all your obligations hereunder and in the case where you are accepting these Terms on behalf of a corporation:

(i) such corporation is duly incorporated and validly existing under the applicable laws; and
(ii) you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

(c) these Terms constitute legal, valid and binding obligations on you, enforceable in accordance with its terms and your Registration is not in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

(d) you agree and acknowledge that your Registration or admission to the Whitelist does not guarantee your eligibility to participate in the Initial Token Exchange which is subject to and governed by the Initial Token Exchange Terms;

(e) you agree and acknowledge that the Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction;

(f) you are not a citizen or resident of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict or otherwise adversely affect your Registration;

(g) you acknowledge and understand that no Token should be construed, interpreted, classified or treated as enabling, or according any opportunity to, tokenholders to participate in or receive profits, income, or other payments or returns arising from or in connection with the Project, the Tokens or the proceeds of the Initial Token Exchange, or to receive sums paid out of such profits, income, or other payments or returns;

(h) you agree and acknowledge that no regulatory authority has examined or approved of these Terms, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

(i) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Foundation;

(j) you agree and acknowledge that the Tokens are not to be construed, interpreted, classified or treated as:

(i) any kind of currency other than cryptocurrency;
(ii) debentures, stocks or shares issued by any person or entity;
(iii) rights, options or derivatives in respect of such debentures, stocks or shares;
(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(v) units in a collective investment scheme;
(vi) units in a business trust;
(vii) derivatives of units in a business trust; or
(viii) any form of investment;

(k) you are legally permitted to Register and undertake all actions contemplated or associated with such Registration;

(l) you are (and in the case where you are accepting these Terms on behalf of a corporation, such corporation is) Registering as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of any other person;

(m) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction ( “Approvals”) is required on your part in connection with your Registration or, where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(n) if you are:

(i) a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to Register; or
(ii) a body corporate, you are legally established and validly existing under the applicable laws of the jurisdiction in which you are incorporated with sufficient legal capacity to Register;

(o) you are not Registering with a view to obtaining or using Tokens for any illegal purpose;

(p) none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your Subsidiaries (if any), any of your directors or officers nor, any of your employees, agents or any other person acting on behalf of your or any of your Subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:

(i) is listed by the Monetary Authority of Singapore (“MAS”) as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;
(ii) is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury (”OFAC”) or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the ”Sanctions”);
(ii) is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, Democratic People’s Republic of Korea, Cuba, Syria, Iran, Sudan, Republic of Crimea); or
(iv) has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

(q) (in the case where you are accepting these Terms on behalf of a corporation) the operations of you and any of your Subsidiaries, are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in Singapore and of all jurisdictions in which you and your Subsidiaries conduct business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, ”Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving you or your Subsidiaries with respect to Money Laundering Laws is pending and, no such actions, suits or proceedings are threatened or contemplated against you or your Subsidiaries;

(r) none of:

(i) you;
(ii) any person controlling or controlled by you;
(iii) if you are a privately-held entity, any person having a beneficial interest in you; or
(iv) any person for whom you are acting as agent or nominee in connection with your Registration, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes such figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

(s) if you are affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Foundation that:

(i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities;
(ii) the Foreign Bank maintains operating records related to its banking activities;
(iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and
(iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;

(t) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(u) you bear the sole responsibility to determine what tax implications (if any) your Registration may have for you, and agree not to hold the Foundation or any other person involved in the Whitelisting liable for any tax liability associated with or arising therefrom;

(v) you agree and acknowledge that the Foundation is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;

(w) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Foundation and/or any person involved in the Whitelisting; and

(x) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your access to and/or acceptance of these Terms.

3.2 None of the Foundation and its Affiliates makes or purports to make, and each of the Foundation and its Affiliates hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

(a) the information set out on the Whitepaper, the Channels or any other place;

(b) any Affiliate;

(d) your Registration.

#4. Disclaimers

4.1 To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, each of the Foundation and its Affiliates hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) abortion of the Initial Token Exchange pursuant to Paragraph 4.4;

(b) failure, malfunction or breakdown of, or disruption to, the operations of the Foundation or any technology (including but not limited to smart contract technology) on which any of the Foundation, the Whitelisting or your Registration relies on, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(d) failure to disclose information relating to the progress of the Whitelisting or your Registration;

(e) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the Whitelisting or your Registration;

(f) any risks associated with your Registration, the Whitelisting, the Whitepaper, the Channels, the Foundation and its Affiliates; and

(g) all other risks, direct, indirect or ancillary, whether in relation to your Registration, the Whitelisting, the Whitepaper, the Channels, or the Foundation and/or its Affiliates which are not specifically or explicitly contained in or stated in these Terms.

4.2 The Foundation reserves the right, in its sole and absolute discretion, to adopt organisational, technical or other measures to ensure that the Whitelisting be unavailable to certain persons that it may determine are ineligible to Register and hence ineligible to participate in the Initial Token Exchange, and none of the Foundation and its Affiliates shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such prohibition.

4.3 Notwithstanding your acceptance of these Terms or anything to the contrary herein, the Foundation reserves the right, for any reason whatsoever (without having to account for such reason(s)) and in its sole and absolute discretion, to reject your Registration and none of the Foundation and its Affiliates shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such rejection.

4.4 The Foundation reserves the right, in its sole and absolute discretion, to abort your Registration, the Whitelisting and/or Initial Token Exchange at any time after your acceptance of these Terms. In the event of such abortion of your Registration, the Whitelisting and/or Initial Token Exchange, you acknowledge and agree that none of the Foundation and its Affiliates shall have any obligation in any form or manner whatsoever to you, and none of the Foundation and its Affiliates shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any consequences of such abortion.

#5. Limitation Of Liability And Indemnification

5.1 To the maximum extent permitted by the applicable laws, regulations and rules:

(a) none of the Foundation and/or its Affiliates shall be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with your Registration or the Whitelisting; and

(b) you hereby agree to waive all rights to assert any claims against the Foundation and/or its Affiliates under such applicable laws, regulations and rules.

5.2 To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold each of the Foundation, its Affiliates and/or (as the case may be) their respective Subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach by you of any warranty, representation, or obligation hereunder.

#6. No Assignment

The Foundation may, at its sole and absolute discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Foundation, which the Foundation may withhold at its sole and absolute discretion, shall be void. Subject to these Terms, only you and no other person shall have the right to any claim against the Foundation and/or its Affiliates in connection with your purchase hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Foundation and/or its Affiliates to the assignee or transferee.

#7. Intellectual Property Rights

7.1 These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Whitelisting, the Whitepaper, the Channels, the Foundation and its Affiliates, the Initial Token Exchange, the Tokens and the Project.

7.2 There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by the Foundation.

#8. Third Party Online Products and Services

8.1 The pages of the Channels may contain links to third-party websites and services which are owned and operated by third parties (“Third Party Online Products and Service(s)”). These links are provided for your information and convenience only, and are NOT an endorsement by the Foundation and/or its Affiliates, their respective directors, officers, employees, agents, successors, and permitted assignees of the contents of such linked websites or third parties, over which none of the aforementioned entities have any control over. Your access to and use of any Third Party Online Products and Service is governed by the terms, conditions, disclaimers and notices found on each such website or in connection with such services. The Foundation has not verified, will not, and is under no obligation to verify the accuracy, suitability or completeness of the contents on such Third Party Online Products and Services, and the Foundation does not control, endorse, warrant, promote, recommend or in any way assumes responsibility or liability for any services or products that may be offered by or accessed through such Third Party Online Products and Services or the operators of them, or the suitability or quality of any of such Third Party Online Products and Services. In addition, the Foundation does not warrant that such Third Party Online Products and Services or the software, data or files contained in, accessed via or linked or referred to in, such Third Party Online Products and Services are free of viruses (or other deleterious data or programs) or defects or that use of such Third Party Online Products and Services will not cause harm or that they conform or will conform with any user expectations. Furthermore, the Foundation is not responsible for maintaining any materials referenced from another website, and makes no warranties for that website or service in such context.

8.2 To the maximum extent permitted by all applicable laws, regulations and rules, the Foundation shall not be liable for any damage or loss of any kind, whether direct or indirectly, or in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data) or any other impact, directly or indirectly resulting from or relating to:

(a) the access to and/or use of any content, goods or services available on, from or through any Third Party Online Product and Service;

(b) the inability to access or the malfunction of any Third Party Online Product and Service;

(c) the loss, use or misuse of, or unauthorized access to, any data or personal or other financial information provided by you to any Third Party Online Product and Service;

(d) the failure by any Third Party Online Product and Service to complete any transaction for any reason;

(e) any failure or break of any Third Party Online Product and Service’s security protections, mechanisms, protocol and/or procedures; and/or

(f) the direct or indirect use of any Third Party Online Service or any other website or service by other persons.

#9. No Waiver

9.1 Any failure of the Foundation and/or its Affiliates to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of any of the Foundation and/or its Affiliates to assert any right(s), claim(s) or causes of action against you.

9.2 No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in these Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.

#10. Entire Agreement

10.1 These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to your Registration.

10.2 In the event that the Foundation discovers that you, in your Registration, have engaged in unfair, excessive or abusive usage or conduct, the Foundation reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Foundation and/or its Affiliates from losses, damages, harm or degradation of any form and manner.

#11. Taxes

11.1 You shall be responsible for determining any tax applicable and payable to any taxation authority in respect of your Registration (“Payable Tax”) and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

11.2 None of the Foundation or any of its Affiliates shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

#12. Notices

12.1 Any notice or other communication to be given under these Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:

(a) left at the address of that Party or posted by prepaid airmail/first-class/registered post addressed to that Party at such address, in which case such notice shall be deemed to have been delivered and received at the time of delivery; or

(b) transmitted by email or facsimile, in which case such notice shall be deemed to be delivered and received at the time of transmission in legible form.

Provided that where, in the case of delivery by hand, the delivery occurs after 6.00 p.m. on a business day or on a day which is not a business day, receipt shall be deemed to occur at 9.00 a.m. on the next business day.

12.2 For the purposes of these Terms, the contact details of the Foundation shall be the contact details (including, if applicable, the details of the person for whose attention a notice or communication is to be addressed) as the Foundation may announce on the Website or notify to you in writing from time to time in accordance with the requirements of this Paragraph 12.

For the purposes of these Terms, your contact details shall be such contact details as you may notify to the Foundation in writing from time to time in accordance with the requirements of this Paragraph 12.

#13. Governing Law And Dispute Resolution

13.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

13.2 Any dispute between the Parties arising out of or in relation to these Terms (“Dispute”) shall be resolved in accordance with this Paragraph 13.

13.3 A Party shall give prompt written notice of any Dispute to the other Party (a ”Dispute Notice”). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.

13.4 Each Party agrees to use its best endeavours to settle any Dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice given under Paragraph 13.3.

13.5 Only in the event that a Dispute is not settled in accordance with Paragraph 13.4 then either Party may, by notice in writing to the other Party, either refer the Dispute to arbitration pursuant to Paragraph 13.6.

13.6 In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be in English.

13.7 Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 13.5, the Parties will continue to comply with their respective obligations under these Terms.

#14. Contracts (Rights Of Third Parties) Act

14.1 Subject to Clause 14.2, the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Terms.

14.2 Save for the Foundation’s Affiliates who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.

#15. Severance And Partial Invalidity

15.1 If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

15.2 The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

#II - PRIVACY POLICIES

#1. General Privacy Policy

The operator of the network launch token exchange for the Ocean Tokens (“Tokens”), including its onboarding, (altogether “Service”) is the Ocean Protocol Foundation Ltd., a company limited by guarantee incorporated in Singapore with its registered address at Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439 . We take the protection of your personal data very seriously. We treat your personal data confidentially and according to the legal data protection regulations and this privacy policy (this “Privacy Policy”).

Your provision of personal data, such as names, addresses or e-mail addresses, is strictly on a voluntary basis. However, if you choose not to provide, or to permit the use, disclosure and/or processing of, the personal data we require, it may not be possible for us to provide you cd git with the information, products and/or services you want. Subject to the terms of this Privacy Policy, those data will not be passed on to third parties without your permission or without being required by law.

However, we would like to point out that data transmissions via internet (e.g. e-mail communication) cannot be entirely secure and may have security vulnerabilities. A complete protection of personal details against unauthorised access by third parties is not possible.

IF YOU PROVIDE PERSONAL DATA TO US, YOU CONSENT TO THE COLLECTION, USE AND DISCLOSURE OF SUCH PERSONAL DATA IN ACCORDANCE WITH THIS POLICY. IF YOU PROVIDE THE PERSONAL DATA OF ANOTHER INDIVIDUAL, IT MEANS THAT YOU HAVE INFORMED HIM/HER OF THE PURPOSES FOR WHICH WE REQUIRE HIS/HER PERSONAL DATA AND HE/SHE HAS CONSENTED TO THE COLLECTION, USE AND DISCLOSURE OF HIS/HER PERSONAL DATA IN ACCORDANCE WITH THIS POLICY. IF YOU PROVIDED PERSONAL DATA TO US IN EARLIER TOKEN EXCHANGE EXERCISES, YOU CONSENT TO OUR RETENTION, USE AND DISCLOSURE OF SUCH PERSONAL DATA FOR THE PURPOSES OF THE SERVICE IN ACCORDANCE WITH THIS POLICY.

#1.1 Database requests

In order to comply with international sanctions and applicable regulation for securities and to fight money-laundering or the financing of terrorism, we need to check the personal data provided by you against publicly available databases.

#1.2 Contact form

We use Sendgrid and MailChimp and by submitting forms, you acknowledge and agree that the information you provide will be transferred for processing in accordance with Sendgrid Terms, Sendgrid Privacy Policy, MailChimp Terms, and MailChimp Privacy Policy. If you send enquiries to us via Sendgrid’s or MailChimp’s contact form, your data entered into the contact form, including the stated contact data, are stored for the purpose of dealing with your enquiry and in case of additional enquiries.

If you would like to receive the newsletter offered on this Service, we require your email address as well as information which allow us to check that you are the owner of the provided email address and that you agree to the reception of the newsletter. Further data may be collected, if necessary. We use those data exclusively for the conduct of checks as mentioned above and the sending of the requested information. Subject to the terms of this Privacy Policy, we do not transmit such data to third parties.

The given permission to the storage of the data, the email address as well as the use of such for the purpose of sending the newsletter can be withdrawn at any time via the “Unsubscribe” link within the newsletter.

#1.4 Processing of data (customer data and contract data)

We collect, process, use and disclose personal data necessary for the establishment, content-related arrangement or change of the legal relationship established by acknowledging and agreeing to the Network Launch Terms. We collect, process, use and disclose personal data about the use of our Service (usage data) insofar it is necessary for enabling, improving or invoicing the use of the Service.

In addition, you acknowledge that the purpose of this Service is to provide information about the Project, the Whitelisting and the Initial Token Exchange (the foregoing capitalised terms are defined in the Network Launch Terms). If you submit or have submitted personal data to us for the purpose of being whitelisted for participation in the Initial Token Exchange and/or as a potential acquiror of Tokens, you consent to our collection, processing, use and disclosure of such personal data for the purposes of such whitelisting and also the issuance, distribution, use and circulation of or exchange for Tokens.

We also reserve the right to monitor, check and process your personal data if necessary to investigate or obtain evidence concerning any complaint, claim or dispute or any actual or suspected illegal or unlawful conduct or to aid in such investigation or evidence gathering by any law enforcement or regulatory authorities.

We may also collect, process, use and disclose personal data where required or permitted by law for any purpose.

Notwithstanding anything to the contrary in this Privacy Policy, we may disclose personal data to third parties in order to achieve any purposes stated herein. The third parties include:

our service providers and contractors, including third party vendors that provide data processing or management services;
our business partners and affiliates;
entities whose products and services are payable in Tokens;
other holders or users of Tokens;
any person involved in the payment for products and services provided to you; and
law enforcement authorities, regulatory authorities, statutory bodies or public agencies for the purposes of complying with their requirements, policies, directives or requests.

#1.5 Transmission of data on contract conclusion for services and digital contents

Except as otherwise stated in this Policy above or expressly agreed on, we transmit personal data to third parties only if it is necessary in relation to the Service including transmitting data to the commissioned credit institution in charge with the payment.

#1.6 Data processors

To fulfil the contract, we have contracted data processors to process your personal data on our behalf for the given purposes herein. The personal data you provide may be processed outside Singapore in accordance with applicable data protection law(s).

(a) Data processor CoinList: Our data processor CoinList Services LLC, 850 Montgomery Street, Suite 350, San Francisco, CA 94133 (“CoinList”), is processing personal data on our behalf including for customer identification, anti-money-laundry, accreditation, and contribution purposes.

For further information, please see CoinList Terms of Service and CoinList Privacy Policy.

(b) Data processor Fractal: Our data processor Fractal Blockchain GmbH, Neue Grünstraße 27, 10179 Berlin, Germany (“Fractal”), is processing personal data on our behalf including for customer identification, anti-money-laundry, accreditation, and contribution purposes.

Fractal provides a ICO/ITO launchpad software for our use as a white-label solution so as to enable you to contribute / invest your cryptocurrencies for participating in the Ocean token distribution / launch / sale. Fractal, on our behalf, stores and processes the technical information of your device which you use for orders and communication such as your cell phone, tablet, notebook, personal computer, etc. (e.g. IP address), log in information (e-mail address, password), and your cryptocurrency address.

Fractal Blockchain GmbH stores this data in servers in the EU and process this information in compliance with the applicable data protection law(s).

Important Note: Your use of Fractal’s launchpad software and/or other services may be subject to your acceptance of a separate End User Agreement with Fractal, the terms of which may allow Fractal to use, on its own behalf, your personal data for Fractal’s own purposes, including marketing purposes. This Privacy Policy does not apply to Fractal’s use of your personal data on its own behalf pursuant to the terms of the End User Agreement.

For more information, you can reach out to their person responsible for data protection at privacy@fractal.id.

#1.7 Commercial use policy

Only in the event and for the time that you give us your consent, we will use your personal data and/or transmit it to our business partners CoinList Services LLC (United States), DEX Pte. Ltd. (Singapore), BigchainDB GmbH, and Fractal (each Berlin, Germany), in order for us or our business partners to inform you via e-mail about upcoming opportunities that are similar to the Initial Token Exchange that you may participate in with us through this Service or to market and promote our respective products and services.

You may view, withdraw and (re-)give your declaration of consent at any time by sending an e-mail to the provider of this Service. To withdraw your consent, you may also contact us under the address published in the footer of the e-mail/imprint/legal notice.

#1.8 Right of access to and correction of personal data

You have the right to be informed about your personal data in our possession or under our control, their origin and addressee and the purpose of data processing as well as the right to correction of those data at any time. For further questions and questions concerning personal data, feel free to contact us under the address published in the imprint/legal notice or send an email to gdpr@oceanprotocol.com

#1.9 Objection to commercial mails

The providers of this Service or the information, products or services featured on this Website may publish their contact information in the Footer of e-mails/Legal Note/Imprint. The use of such contact information by third parties for the purpose of distributing unsolicited advertisements or other commercial information is prohibited. The operators of this Service reserve the right to take legal measures in case of being sent unsolicited commercial information, e.g. spam mails etc.

#1.10 Amendment of this privacy policy

We may amend this Privacy Policy from time to time and will make available the updated Privacy Policy via e-mail. Each time we collect, process, use or disclose personal data, the latest version of this Privacy Policy in force at the time will apply.

#2. Privacy Policy EU

Ocean Protocol Foundation Ltd. (“Ocean Protocol Foundation”, “we”, “us” or “our”) is a Singapore based non-profit company limited by guarantee having its registered address at Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439 . Its mandate is to ensure open access to the Ocean Protocol and the Ocean Protocol platform, operate the launch token exchange and network launch token exchange for Ocean Tokens (“Tokens”), including its onboarding, provide long-term governance, community and ecosystem, and be a custodian of funds raised (the “Services”). DEX Pte. Ltd. and BigchainDB GmBH are the founders of Ocean Protocol Foundation.

Ocean Protocol Foundation is committed to demonstrating the highest level of integrity in dealing with our customers, investors and other business partners. When you are using Ocean Protocol Foundation’s Services and electronic media, we may collect, process and/or disclose data that identify you or make you identifiable (“Personal Data“) in accordance with this privacy policy (“Policy”). Further, we may either receive your Personal Data directly from you when you are sending e-mails to us or provide your Personal Data otherwise in the course of other interactions with us, or indirectly from third parties who legally provide your Personal Data to us.

This Policy is meant to inform you, which Personal Data we collect, store, process, use and/or disclose, for which purposes and on which legal basis. We further inform you about your rights to protect your Personal Data.

This Policy may be amended or updated from time to time to reflect changes in our practices with respect to the Processing of Personal Data, or changes in applicable law. We encourage you to read this Policy carefully, and to regularly check this page to review any changes we might make in accordance with the terms of this Policy. Your continued use of our Services or website constitutes your agreement to be bound by this Policy, as amended or updated from time to time.

If you do not wish your Personal Data to be transferred to third countries outside the EU/EEA, please do not tick the consent box and do not send any Personal Data to Ocean Protocol Foundation.

Please note that Ocean Protocol Foundation collects your Personal Data directly from the country where you are based and stores it on servers outside EU/EEA, which may be operated by third party service providers. Ocean Protocol Foundation needs to involve the third party service providers due to their legitimate interests in having a secure and sufficient storage system. Ocean Protocol Foundation chooses the respective third party service providers with due care and pays attention that such service providers respect the applicable privacy laws, are aware of the importance of protection of personal data and implement “state-of-the-art” technical and organizational measures. Therefore, your potential interests in not transferring your personal data do not outbalance the legitimate interest of Ocean Protocol Foundation.

WHEN CONSENTING TO THIS PRIVACY POLICY, YOU ALSO CONSENT TO SUCH INTERNATIONAL TRANSFER TO AND PROCESSING OF YOUR PERSONAL DATA BY SUCH THIRD PARTIES IN THIRD COUNTRIES OUTSIDE THE EU/EEA. PLEASE FIND A LIST OF THE THIRD PARTY SERVICE PROVIDERS AND THE RESPECTIVE THIRD COUNTRIES INVOLVED IN SUCH PROCESSING OF YOUR PERSONAL DATA UNDER SECTION 2.6 LAWFUL BASIS FOR PROCESSING PERSONAL DATA, ITEMS (A) TO (D).

WITHDRAWAL OF CONSENT

In the rare circumstances where we ask for your consent to process your Personal Data, any consent is provided freely. If you give your consent, you have the right to withdraw your consent at any time. The withdrawal of consent does not affect the lawfulness of Processing based on consent before its withdrawal. After your withdrawal we will stop to Process your Personal Data, including storage. This paragraph is only relevant for Processing that is entirely voluntary – it does not apply for Processing that is necessary or obligatory in any way. To withdraw your consent, please send us an e-mail to gdpr@oceanprotocol.com or send a letter to Ocean Protocol Foundation Limited, Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439.

#2.2 Which Personal Data we process

The categories of Personal Data about you that we may Process include:

Personal details: name, gender, date of birth / age, nationality, passport or national ID number, social security number, tax identification number;
Contact details: address, e-mail address, telephone number, social media account details;
Financial details: bank information for payments, credit card information for payments, utility bill, credit report, other financial details with respect to ‘Accredited Investor’ verification for residents of the United States of America or Canada;
Corporate details: name, place of registration, registration number, transparency register number, details with respect to articles of association and other similar documents / certificates, details with respect to shareholders and/or beneficial owners (including their personal and contact details);
technical information of your device which you use for orders and communication (cell phone, tablet, notebook, personal computer, etc. (e.g. IP address),
log in information (e-mail address, password); and
your cryptocurrency address.

#2.3 How we collect your Personal Data

We may collect Personal Data about you from the following sources:

When you contact us via e-mail, telephone or by any other means;
We may collect your Personal Data in the ordinary course of our relationship with you (e.g., Personal Data we obtain in the course of administering your payments);
When we provide you with access to the Ocean Protocol (e.g., when you register as a data provider or data consumer);
Where you have manifestly chosen to make such Personal Data public, including via social media profiles;
When we receive your Personal Data from third parties who legally provide it to us, such as credit reference agencies or law enforcement agencies;
When you visit any of our websites or use any features or resources available on or through our websites. When you visit our website, your device and browser may automatically disclose certain information (such as device type, operating system, browser type, browser settings, IP address, language settings, dates and times of connecting to a website and other technical communications information), some of which may constitute Personal Data;
When you submit your resume/CV to us for a job application;
When you acquire the Tokens; and
When you are participating in the Initial Token Exchange (as defined which is accessible at Network Launch Terms).

#2.4 Creation of Personal Data

In the course of your interaction on the Ocean Protocol platform, we may also create Personal Data about you, such as records of your interactions with us and details of your transaction history.

#2.5 For which purposes we use your Personal Data

We use your Personal Data to provide, maintain and improve our Services, to grant you access to Ocean Protocol and enable you the use of the Ocean Protocol and the Ocean Protocol platform. For marketing purposes, we use your Personal Data only if and as long as we have received your explicit prior consent and in accordance with respectively applicable additional legal requirements in your jurisdiction. We do not sell your Personal Data to third parties.

In addition, you acknowledge that the purpose of our Service is to provide information about the Project, the Whitelisting and the Initial Token Exchange (the foregoing capitalised terms are defined which is accessible at Network Launch Terms). If you submit Personal Data to us for the purpose of being whitelisted for participation in the Initial Token Exchange and/or as a potential acquiror of the Tokens, we will collect, process and disclose such personal data for the purposes of such whitelisting and also the issuance, distribution, use and circulation of or exchange for the Tokens.

#2.6 Lawful basis for Processing Personal Data

In Processing your Personal Data in connection with the purposes set out in this Policy, we may rely on one or more of the following legal bases, depending on the circumstances:

we have obtained your explicit prior consent to the Processing (this legal basis is only used exceptionally in relation to Processing that is entirely voluntary – it is not used for Processing that is necessary or obligatory in any way);
the Processing is necessary in connection with any contractual relationship that you may enter into with us;
the Processing is required by applicable law;
the Processing is necessary to protect the vital interests of any individual; or
we have a legitimate interest in carrying out the Processing for the purpose of managing, operating or promoting our business, and that legitimate interest is not overridden by your interests, fundamental rights, or freedoms.

When we are involving third party Processors into the performance of our services and contractual obligations and such involvement requires the sharing of Personal Data, we have entered with our third party Processors into data processing agreements according to Art. 28 of the European General Data Protection Regulation (“GDPR”) and, as far as required, further appropriate safeguards according to Art. 46 – 49 GDPR. The list of third party Processors to which we disclose your Personal Data can be requested by e-mail to gdpr@oceanprotocol.com.

Specifically we can already name the following Processors:

(a) Data processor BigchainDB: BigchainDB GmbH, Chausseestraße 19, 10115, Berlin, Germany, Registration HRB 160856B (“BigchainDB”) is processing personal data on our behalf including for customer identification, anti-money-laundry, accreditation, and contribution purposes.

For further information, please see BigchainDB Terms of Service and BigchainDB Privacy Policy.

(b) Data processor CoinList: Our data processor CoinList Services LLC, 850 Montgomery Street, Suite 350, San Francisco, CA 94133 (“CoinList”), is processing personal data on our behalf including for customer identification, anti-money-laundry, accreditation, and contribution purposes.

For further information, please see CoinList Terms of Service and CoinList Privacy Policy.

(c) Data processor Fractal: Our data processor Fractal Blockchain GmbH, Neue Grünstraße 27, 10179 Berlin, Germany (“Fractal”), is processing personal data on our behalf including for customer identification, anti-money-laundry, accreditation, and contribution purposes.

Fractal Blockchain GmbH stores this data in servers in the EU and process this information in compliance with the applicable data protection law(s).

For more information, you can reach out to their person responsible for data protection at privacy@fractal.id].

(d) Data processor DEX: DEX Pte. Ltd., 20 Pasir Panjang Rd, Singapore 11743, Registration 201541022W (“DEX”) is processing personal data on our behalf including for customer identification, anti-money-laundry, accreditation, and contribution purposes.

For further information, please contact DEX and see DEX’ Privacy Policy.

Categories of third parties “Non-Processors” to whom we may disclose your Personal Data.

We may also disclose your Personal Data to third parties who are not Processors in terms of Art. 28 of the GDPR. The categories of such Non-Processors are:

banks, credit agencies and other financial and/or payment service providers
our group affiliates (list of which can be found requested by email: gdpr@oceanprotocol.com
other holders or users of Ocean Tokens
IT-service providers

#2.7 Processing your Sensitive Personal Data

We do not seek to collect or otherwise Process your Sensitive Personal Data, except where:

the Processing is required or permitted by applicable law (e.g., to comply with our diversity reporting obligations);
the Processing is necessary for the detection or prevention of crime (including the prevention of fraud);
the Processing is necessary for the establishment, exercise or defence of legal rights; or
we have, in accordance with applicable law, obtained your explicit consent prior to Processing your Sensitive Personal Data (as above, this legal basis is only used in relation to Processing that is entirely voluntary – it is not used for Processing that is necessary or obligatory in any way).

#2.8 Consequences if we may not collect your Personal Data

We need your Personal Data to provide our Services to you and/or perform our contractual obligations towards you. Without providing such Personal Data, we may not be able to provide you the services you are intending to receive.

Any consent is provided freely. If you give your consent, you have the right to withdraw your consent at any time. The withdrawal of consent does not affect the lawfulness of Processing based on consent before its withdrawal. After your withdrawal we will stop to Process your Personal Data, including storage. This paragraph is only relevant for Processing that is entirely voluntary – it does not apply for Processing that is necessary or obligatory in any way.

To withdraw your consent, please send us an e-mail to gdpr@oceanprotocol.com or a letter to Ocean Protocol Foundation Ltd. at Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439 .

#2.10 Cookies

We may use cookies from time to time. A Cookie is a unique text file that a Web site can send to your browser software. Cookies do not include any Personal Data. We may use Cookies to identify the browser you are using so that our website displays properly. We also use cookies in various places on our website in order to document your visit to our website and allow for a more efficient website design.

If you do not want to allow us to use Cookies, you can disable Cookie installation via your browser setting or refuse the installation of Cookies when prompted to this effect. You also have the option of deleting Cookies from your computer’s hard disk at any time. The Cookies will be deleted automatically after the web session of the browser ended.

#2.11 Marketing Activities

In case you consented to our Marketing Policy, we may transfer your Personal Data to our business partners

BigchainDB GmbH (Chausseestraße 19, 10115, Berlin, Germany),
CoinList Services LLC (850 Montgomery Street, Suite 350, San Francisco, CA 94133, United States)
Fractal Blockchain GmbH (Neue Grünstraße 27, 10179 Berlin, Germany),
DEX Pte. Ltd. (20 Pasir Panjang Rd, Singapore 11743),

in order for us or our business partners to inform you via e-mail about upcoming opportunities that are similar to the Initial Token Exchange or to market and promote our respective products and services.

#2.12 Links to Business Partner and Co-Branded Sites

Certain links contained on Ocean Protocol Foundation web sites may direct you to co-branded web sites maintained by Ocean Protocol Foundation or to companies which Ocean Protocol Foundation has established business relationships. When you submit information to one of these co-branded sites or partner companies, you may be submitting it to both Ocean Protocol Foundation and these business partners. Under no circumstances may Ocean Protocol Foundation be held responsible for the privacy practices of these business partners and we therefore strongly encourage you to read their respective privacy policies as they may differ from ours.

#2.13 When we erase your Personal Data

We erase your Personal Data automatically when they are no longer required for the purposes listed above. We also erase your Personal Data according to your request and if further storage is neither required nor permitted by applicable laws.

You have the right to request access to and rectification or erasure of your Personal Data, or restriction of their Processing. Furthermore, you have the right to object Processing as well as to request data portability. If you are in the EU you have the right to file a complaint to the responsible European Data Protection Authority.

#2.15 Our contact information, Data Controller

If you have a direct business relationship with us, we are Data Controller according to Art. 4 para. 7 GDPR. For any requests you can contact us as follows:

Mapletree Business City 20 Pasir Panjang Rd East Wing # 03-22/24 Singapore, 117439 Singapore

Our data privacy officer is Artur Gomer and you can contact us as follows:

gdpr@oceanprotocol.com

We may process your data on behalf of a contract partner of yours (e.g. internet-shop, vendor, seller, service provider). In this case, the privacy policy of your partner applies. Please contact your contract partner for more information.

#2.16 Definitions

‘Controller’ means the entity that decides how and why Personal Data is Processed. In many jurisdictions, the Controller has primary responsibility for complying with applicable data protection laws.
‘Data Protection Authority’ means an independent public authority that is legally tasked with overseeing compliance with applicable data protection laws.
‘EEA’ means the European Economic Area.
‘Personal Data’ means information that is about any individual, or from which any individual is identifiable. Examples of Personal Data that we may Process are provided above in this Policy.
‘Process’, ‘Processing’ or ‘Processed’ means anything that is done with any Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
‘Processor’ means any person or entity that Processes Personal Data on behalf of the Controller (other than employees of the Controller).
‘Services’ means any services provided by Ocean Protocol Foundation.
‘Sensitive Personal Data’ means Personal Data about race or ethnicity, political opinions, religious or philosophical beliefs, trade union membership, physical or mental health, sexual life, any actual or alleged criminal offences or penalties, or any other information that may be deemed to be sensitive under applicable law.

WHEN CONSENTING YOU AGREE TO RECEIVE MARKETING AND ADVERTISING INFORMATION FROM OCEAN PROTOCOL FOUNDATION LTD. (20 PASIR PANJANG RD, SINGAPORE, 117439). FOR THIS PURPOSES OCEAN PROTOCOL FOUNDATION LTD. WILL PROCESS YOUR EMAIL ADDRESS AND YOUR NAME. THE EU COMMISSION CONSIDERS THE LEVEL OF DATA PROTECTION IN SINGAPORE TO BE LOWER THAN IN THE EU/EEA. OCEAN PROTOCOL FOUNDATION LTD. WILL ONLY STORE SUCH PERSONAL DATA AS LONG AS YOUR CONSENT IS VALID AND IF THERE WILL BE NO LEGAL BASIS FOR PROCESSING IN A FURTHER CONTEXT.

It is possible that your personal information will be transferred and stored in countries other than Singapore involving the service of third party service providers. Such countries outside the European Union / European Economic Area may be in particular United States. Please note that the level of data protection in such countries is lower than the level of data protection in your jurisdiction. If such transfer happens, Ocean Protocol Foundation Ltd. has implemented safeguards and data protection solutions to ensure your information is adequately protected in these countries. If you would like to obtain the details of such safeguards, you can request these by contacting Ocean Protocol Foundation Ltd. by email at gdpr@oceanprotocol.com. For further information about the processing, please see our Network Launch Privacy Policy.

Please note that you can withdraw, view, and (re-)give your declaration of consent to receive marketing and advertising at any time by writing to gdpr@oceanprotocol.com or with sending a letter to Ocean Protocol Foundation Ltd. at Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439. The withdrawal of consent shall not affect the lawfulness of processing based on consent before its withdrawal.

Subject to the information stated above relating to the level of data protection in Singapore and the right to withdraw the consent, YOU HEREWITH ALSO AGREE TO RECEIVE MARKETING AND ADVERTISING INFORMATION FROM ALL OF THE FOLLOWING BUSINESS PARTNERS of Ocean Protocol Foundation Ltd., namely:

BigchainDB GmbH (Chausseestraße 19, 10115, Berlin, Germany),
CoinList Services LLC (850 Montgomery Street, Suite 350, San Francisco, CA 94133, United States)
Fractal Blockchain GmbH (Neue Grünstraße 27, 10179 Berlin, Germany),
DEX Pte. Ltd. (20 Pasir Panjang Rd, Singapore 11743),

Please note that you will receive an email where we request you to click on a confirmation link in order to confirm that you are the owner of the e-mail address you provided to us for marketing communication.

#IV - TOKEN EXCHANGE TERMS

TERMS AND CONDITIONS FOR THE NETWORK LAUNCH TOKEN EXCHANGE OF OCEAN PROTOCOL FOUNDATION LTD.

The following Terms govern the Token Exchange between the Foundation and you, for your intended acquisition by way of Exchange of the Tokens from the Foundation, during the Exchange Period. Please read the terms set out herein carefully. Each of you and the Foundation shall hereinafter be referred to as a ”Party”, and collectively, you and the Foundation shall hereinafter be referred to as the ”Parties”. If you are a Disqualified Person, please note that you are not eligible and you are not to exchange for any Tokens in the Token Exchange.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS OR EXCHANGE FOR ANY TOKENS.

THE TOKENS ARE NOT INTENDED TO CONSTITUTE SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY JURISDICTION. THIS DOCUMENT AND THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY SORT AND ARE NOT INTENDED TO CONSTITUTE AN OFFER OF SECURITIES OF ANY FORM, UNITS IN A BUSINESS TRUST, UNITS IN A COLLECTIVE INVESTMENT SCHEME OR ANY OTHER FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT, OR A SOLICITATION FOR ANY FORM OF REGULATED INVESTMENT OR INVESTMENT PRODUCT IN ANY JURISDICTION. NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED OF THESE TERMS. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN BY THE FOUNDATION TO OBTAIN SUCH APPROVAL UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES OF ANY JURISDICTION. THE PROVISION OF THESE TERMS TO YOU DOES NOT IMPLY THAT THE APPLICABLE LAWS, REGULATORY REQUIREMENTS OR RULES HAVE BEEN COMPLIED WITH.

BY ACCEPTING THESE TERMS AND EXCHANGING FOR TOKENS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS (INCLUDING THE ANNEXES HERETO) AND YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF EXCHANGING FOR TOKENS.

The headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to ”Paragraphs” and ”Annex” are to be construed as references to the paragraphs of and the annexes to these Terms.

The Parties HEREBY AGREE as follows:

#1. Introduction, Scope Of Terms And Definitions

1.1 Unless otherwise stated herein, these Terms including the Annexes hereto shall govern your Exchange for Tokens from the Foundation in the Token Exchange during the Exchange Period.

1.2 The Foundation is a public company limited by guarantee incorporated in the Republic of Singapore with the company registration number 201729912W and having its registered office at Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439.

1.3 The Token Exchange is conducted only during the Exchange Period.

1.4 The proceeds from the Token Exchange will be used to fund the development of the ecosystem and deployment of the Ocean Protocol Network, and other activities as described in the version or draft of the Whitepapers and/or such other purposes as the Foundation may determine in its sole and absolute discretion.

1.5 No information contained in or on, and no part of the following:

(b) the Channels;

(d) any other information or document,

#2. Eligibility To Exchange For Tokens (Disqualified Person)

2.1 You shall not participate in the Token Exchange if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the Token Exchange is not prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected in any way by any applicable law, regulation or rule in your country of residence or domicile.

2.2 You are not eligible and you are not to Exchange for any Tokens in the Token Exchange if:

(a) you are an individual who is citizen, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;

(b) you are a body corporate which is incorporated in, or operates out of, an Excluded Jurisdiction, or your operator(s) are citizens of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;

(c) you are a person who is otherwise prohibited or ineligible in any way, whether in full or in part, from participating in the Token Sale; or

(d) such Token Exchange is prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in any jurisdiction applicable to you, at the time of your intended Exchange or Exchange for the Tokens in the Token Exchange,

collectively, the ”Disqualified Persons“.

2.3 You have been granted access to view these Terms because you have agreed to and accepted the Whitelisting Terms. Your participation in the Token Exchange and the Exchange for Tokens in the Token Exchange is subject to the Whitelisting Terms. Only participants who have been successfully whitelisted by the Company to its sole and absolute satisfaction for the Token Exchange shall be eligible to Exchange for Tokens in the Token Exchange.

#3. Exchange Period And Target Aggregate Amount

3.1 The Token Exchange is undertaken during the period (the ”Exchange Period”):

(a) commencing at 14:00 UTC on 6 March 2019 (the ”Commencement Time”); and

(b) ending on the earlier of:

(i) at 17:00 UTC on 20 March 2019; and
(ii) in an event of the Early Target Fulfilment, the Early Closure Time,

(the ”Exchange Expiry Time”).

Please note that Paragraph 3.4 will be applicable to any attempted Exchange for Tokens after the Exchange Expiry Time. Closure of the Exchange Period will be announced by the Foundation as soon as practicable thereafter on the Channels or such other channels of communication as may be determined by the Foundation.

3.2 If an aggregate number of 32,000,000 Tokens have been Exchanged for (the ”Early Target Fulfilment”) in the Token Exchange (excluding any Tokens Exchanged for by you hereunder) (the ”Target Aggregate Amount”), the Token Exchange may be closed by the Foundation upon Early Target Fulfilment (the ”Early Closure Time“)

3.3 The Foundation may in its sole and absolute discretion determine that the Exchange Expiry Time shall be such time other than as set out in Paragraph 3.1(b), or that the Target Aggregate Amount shall be such amount other than as set out in Paragraph 3.2.

3.4 In the event that you attempt to make an Exchange after the Exchange Expiry Time and you have made any transfers of Exchange Amount for such attempted Exchange for Tokens, you acknowledge and agree that:

(a) provided that:

(i) in the case of a transfer of Euro, [such consideration being received in the Designated Bank Account and your receipt of an email confirmation on the Foundation’s receipt of such consideration]; or
(ii) in the case of a transfer of ETH or BTC, your transfer of ETH or BTC to the Designated Address for such attempted Exchange for Tokens is validated and verified on the relevant blockchain as successful and complete and notwithstanding any provision in these Terms, notwithstanding any provision in these Terms, the Foundation may, subject to Paragraph 3.4(b) and at its sole and absolute discretion, provide a refund of such transfer in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

(b) the Foundation shall be entitled to charge an administrative fee of 0.2 ETH (in the case of a transfer made in ETH) or 0.007 BTC (in the case of a transfer made in BTC) or EUR 25 (in the case of a transfer made in Euro) for any further attempted Exchange for Tokens after the Exchange Expiry Time after the first attempted Exchange;

(c) the Foundation shall have no obligations in any form or manner whatsoever to you in respect of such attempted Exchange; and

(d) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation and the Indemnified Persons in connection with or arising from such attempted Exchange, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted Exchange.

#4. Accepted Currencies, Exchange Amount, Minimum And Maximum Exchange Amounts, And Transfer Procedure

#Exchanges only through the Designated Web Address

4.1 You may only Exchange for Tokens in the Token Exchange through the Designated Web Address and no other website or place. In the event that you purport to Exchange for Tokens through any website or place other than the Designated Web Address, you acknowledge and agree that:

(a) the Foundation shall have no obligation to deliver, and you shall have no right to receive, any Tokens;

(b) the Foundation shall have no obligation to provide, and you shall have no right to receive, any refund for any part of the Exchange Amount transferred by you through such other website or place; and

#Accepted currencies for Exchange

4.2 The Foundation shall accept, as consideration for Exchange for Tokens, ETH, BTC and EUR. No other legal tender, fiat currencies, cryptocurrencies, blockchain assets or tokens shall be accepted as consideration for Exchange for Tokens. Subject to the provisions of these Terms, your Exchange for Tokens under these Terms shall be deemed to be a confirmed Exchange only upon:

(a) in the case of a transfer of Euro, [such consideration being received in the Designated Bank Account and your receipt of an email confirmation on the Foundation’s receipt of such consideration]; or

(b) in the case of a transfer of ETH or BTC, validation and verification on the relevant blockchain that your transfer of ETH or BTC (as the case may be) to the Designated Address, as consideration for your intended Exchange for Tokens, is successful and complete.

#Exchange Amount

4.3 The consideration for Exchange for Tokens (the ”Exchange Amount”) in the Token Exchange shall be EUR 0.22 for each Token or the ETH or BTC equivalent based on such relevant Applicable Exchange Rate as published on a leading cryptocurrency exchange as may be determined by the Foundation in its sole and absolute discretion. Any fractional number of Tokens which you are entitled tox receive for a confirmed Exchange for Tokens (to the extent not rejected by the Foundation in accordance with these Terms), determined based on the Exchange Amount for such confirmed Exchange in the Exchange Currency - whether in ETH, BTC or EUR - as received at the Designated Address or the Designated Bank Account (as the case may be), shall be rounded down to the nearest whole Token. Notwithstanding the foregoing of this Paragraph 4.3, the Foundation reserves the right to adjust, in its sole and absolute discretion, the Exchange Amount at any time during the Exchange Period.

4.4 The Applicable Exchange Rate indicated on the Designated Web Address in respect of your intended Exchange for Tokens at the point of transfer of the Exchange Amount shall be applicable to, and valid for, your intended Exchange for Tokens. In the event that:

(a) your transfer of the Exchange Amount to the Designated Address for your intended Exchange for Tokens based on the relevant Applicable Exchange Rate is validated and verified on the relevant blockchain as successful and complete only after the Exchange Expiry Time; or

(b) the amount of Exchange Amount to the extent denominated in ETH or BTC transferred to the Designated Address and which is validated and verified on the relevant blockchain as successful and complete is less than the Exchange Amount applicable to your intended Exchange for Tokens based on the relevant Applicable Exchange Rate,

YOU ACKNOWLEDGE AND AGREE THAT:

(i) the Foundation may, notwithstanding any provision in these Terms, elect in its sole and absolute discretion to reject your transfer of the Exchange Amount and, subject to paragraph 4.4(ii), provide a refund of such Exchange Amount in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;
(ii) the Foundation shall be entitled to charge an administrative fee of 0.2 ETH (in the case of a transfer made in ETH) or 0.007 BTC (in the case of a transfer made in BTC) for any further attempted transfer of the Exchange Amount to the Designated Address after the Exchange Expiry Time after the first attempted transfer of the Exchange Amount to the Designated Address;
(iii) save for any refund that the Foundation may elect to provide under Paragraph 4.4(i), the Foundation shall have no obligations in any form or manner whatsoever to you in respect of such attempted transfer of the Exchange Amount to the Designated Address; and
(iv) save for your right to such refund under Paragraph 4.4(i), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation or any of the Indemnified Persons in connection with or arising from such attempted transfer of the Exchange Amount, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted transfer of the Exchange Amount.

Please note that if your transfer of the exchange amount for your intended exchange for tokens based on the applicable exchange rate is not received at the designated address within the exchange period, such attempted exchange and such applicable exchange rate will be void.

#Minimum Exchange Amount

4.5 The minimum Exchange Amount for each Exchange for Tokens is EUR 100 (or the ETH or BTC equivalent based on the Applicable Exchange Rate) (excluding all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred by you in connection with such transfer of Exchange Amount) (the ”Minimum Exchange Amount”).

4.6 In the event that you attempt to Exchange for Tokens of an amount less than the Minimum Exchange Amount, you acknowledge and agree that:

(a) provided that:

(i) in the case of a transfer of Euro, [such consideration being received in the Designated Bank Account and your receipt of an email confirmation on the Foundation’s receipt of such consideration];
(ii) in the case of a transfer of ETH or BTC, your transfer of ETH or BTC to the Designated Address for such attempted Exchange for Tokens is validated and verified on the relevant blockchain as successful and complete and notwithstanding any provision in these Terms, the Foundation may, subject to Paragraph 4.6(b) and at its sole and absolute discretion, provide a refund of such transfer in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

(b) the Foundation shall be entitled to charge an administrative fee of 0.2 ETH (in the case of a transfer made in ETH) or 0.007 BTC (in the case of a transfer made in BTC) or EUR 25 (in the case of a transfer made in Euro) for any further attempted Exchange for Tokens of an amount less than the Minimum Exchange Amount after the first attempted Exchange;

(c) save for any refund that the Foundation may elect to provide under Paragraph 4.6(a), the Foundation shall have no obligations in any form or manner whatsoever to you in respect of such attempted Exchange; and

(d) save for your right to such refund under Paragraph 4.6(a), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation and the Indemnified Persons in connection with or arising from such attempted Exchange, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted Exchange.

4.7 The Exchange Amount shall be exclusive of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with your transfer of the Exchange Currency for your intended Exchange for Tokens. Any such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with your transfer of the Exchange Amount for your intended Exchange for Tokens shall be borne by you.

It shall be your sole responsibility to ensure that:

(a) the amount of remittance fees, transaction fees, administrative charges and/or any other fees payable in connection with your transfer of Euro, for your intended Exchange for Tokens, is sufficient for your transfer such that the full Exchange Amount for your intended Exchange for Tokens is received at the Designated Bank Account; and

(b) the amount of transaction fees paid by you in connection with your transfer of ETH or BTC, for your intended Exchange for Tokens, is sufficient for your transfer to be validated and verified on the relevant blockchain as a successful and complete transfer prior to the Exchange Expiry Time.

Any amount(s) of transaction fees recommended by the Foundation through the Channels or any other public or private communication channel is only indicative, and may not be representative or reflective of the actual amount(s) of transaction fees required for your transfer to be validated and verified on the relevant blockchain as a successful and complete transfer prior to the Exchange Expiry Time. Accordingly, there is no assurance that any amount(s) of transaction fees recommended by the Foundation through the Channels or any other public or private communication channel will be sufficient for your transfer to be validated and verified on the relevant blockchain as a successful and complete transfer prior to the Exchange Expiry Time.

#Address for directing transfers of Exchange Amount and holding of accepted Exchange Currency in escrow until delivery of Tokens

4.8 You shall transfer:

(a) EUR as Exchange Currency for your intended Exchange for Tokens to the Designated Bank Account; or

(b) ETH or BTC as Exchange Currency for your intended Exchange for Tokens to the Designated Address, as may be provided to you by the Foundation within the Transfer Period.

4.9 Any transfer of ETH or BTC as Exchange Currency for your intended Exchange for Tokens shall be made from the address of an Ethereum Wallet or a Bitcoin Wallet (as the case may be) which is not an account or wallet established and maintained with any Centralised Exchange. In the case where you transfer ETH or BTC to the Designated Address from the address of an account or wallet established and maintained with any Centralised Exchange, regardless of whether such transfer is validated and verified on the relevant blockchain as successful and complete, you acknowledge and agree that:

(a) the Foundation shall not be under any obligation to deliver any Tokens to you;

(b) the Foundation shall not have any obligation to provide any refund for any part of such transfers of ETH or BTC (as the case may be) to the Designated Address to you;

(c) the Foundation shall not have any obligation in any form or manner whatsoever to you in respect of such attempted Exchange; and

4.10 The ETH or BTC (as the case may be) transferred to the Designated Address as Exchange Amount for your Exchange, and validated and verified on the relevant blockchain as successful and complete, shall be released and transferred to such address(es) on the relevant blockchain(s) as may be designated by the Foundation.

4.11 Any transfer of ETH or BTC (as the case may be) as Exchange Amount for your intended Exchange for Tokens in the Token Exchange shall be made to only the Designated Address and no other address. In the event that any transfer is made to any address or place other than the Designated Address, or made after the expiry of the Exchange Period, you agree and acknowledge that:

(a) the Foundation does not, and is under no obligation to, maintain or monitor such Designated Address, and such Exchange Amount will not be received by the Foundation and shall be regarded by the Foundation as invalid transfers, and the Foundation shall not be under any obligation whatsoever to deliver any Tokens to you or to provide any refund for any transfers of ETH or BTC (as the case may be) made by you;

(b) the Foundation shall have no obligations in any form or manner whatsoever to you in respect of such attempted Exchange; and

(c) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation and the Indemnified Persons in connection with or arising from such attempted Exchange, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such attempted Exchange.

#Attempts to double spend and exchange in violation of laws

4.12 In the event that the Foundation discovers, at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6, any attempt by you to double spend ETH or BTC (as the case may be) in the transfer of ETH or BTC (as the case may be) as Exchange Amount for your attempted Exchange, or that your Exchange for Tokens is determined to be in violation of any applicable laws, regulations or rules and you have made any transfers of ETH or BTC (as the case may be) for such attempted Exchange or such attempted Exchange is in violation of any applicable laws, regulations or rules, you acknowledge and agree, regardless of whether such transfers of ETH or BTC (as the case may be) as Exchange Amount are reflected as validated and verified on the relevant blockchain, that the attempted Exchange for Tokens will be regarded as invalid and/or void ab initio, and:

(a) the Foundation shall have no obligation to provide, and you shall have no right to receive, any refund for any transfers of ETH or BTC (as the case may be) made by you whether such transfer was made to the Designated Address and validated and verified on the relevant blockchain as successful and complete or otherwise;

(b) the Foundation shall not be obliged to deliver any Tokens to you and shall have no obligations in any form or manner whatsoever to you in respect of such attempted Exchange; and

It is your sole responsibility to ensure that there is no attempt to double spend and that your transfer of ETH, BTC or EUR as exchange amount for the exchange for tokens is not in violation of any applicable laws, regulations or rules if your intention is not for paragraph 4.12 to apply to your exchange for tokens.

#5. Responsibility To Establish And Maintain Cryptocurrency Wallet And Address

5.1 For purposes of your transfer of Exchange Amount and receipt of any refund (where applicable) in the Token Exchange, you shall have the sole responsibility to:

(a) in the case where you are making a transfer of Euro, to establish and maintain a valid and operational bank account (”Acquiror Bank Account”) to and from which such Euro may be transferred;

(b) in the case where you are making a transfer of ETH, to establish, and maintain, in fully operational, secure and valid status, access to an Ethereum Wallet which adheres to and supports the ERC20 Token Standard and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet; and

(c) in the case where you are making a transfer of BTC, to establish, and maintain, in fully operational, secure and valid status, access to a Bitcoin Wallet and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet.

For the avoidance of any doubt, any refunds that the Foundation may provide to you under these Terms shall be made only in the currency transferred by you and shall not be based on the Applicable Exchange Rate or any other exchange rate. For illustration, if you had transferred Euro as Exchange Amount for your intended Exchange for Tokens, any refunds that the Foundation may provide to you under these Terms shall be made only in Euro.

5.2 For purposes of your receipt of Tokens, you shall have the sole responsibility to establish and/or maintain, in fully operational, secure and valid status, access to the Ocean Wallet as may be provided to you by the Foundation and maintain, in your fully secure possession, the credentials for accessing such wallet and the private key of such wallet.

5.3 You shall also provide to the Foundation:

(a) for purposes of your receipt of refunds (if any), at the time when making transfers of Exchange Amount for your Exchange for Tokens through the Designated Web Address, the

(i) details of the Acquiror Bank Account as referred to in Paragraph 5.1(a);
(ii) the address of an Ethereum Wallet as referred to in Paragraph 5.1(b); and
(iii) the address of a Bitcoin Wallet as referred to in Paragraph 5.1(c); and

(b) at such other time as required by the Foundation, for purposes of your receipt of Tokens, the address of an Ocean Wallet as referred to in Paragraph 5.2.

5.4 In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to in Paragraphs 5.1 and 5.2, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Foundation.

5.5 Any obligation of the Foundation to deliver any Tokens to you or provide you with any refund under these Terms shall be subject to your compliance with the provisions of Paragraphs 5.1 to 5.3. In the event that the Foundation is unable to deliver any Tokens to you or provide you with any refund under these Terms due to your Ocean Wallet or your [Acquiror Bank Account, Bitcoin Wallet or] Ethereum Wallet (as the case may be) not being initialised, valid or operational, the Foundation may, at its sole and absolute discretion, hold such Tokens or refund in escrow or do such other acts as it may determine and shall not be obliged to deliver any Tokens to you or provide you with any refund.

#6. Delivery Of Tokens And Rights Of Token Holders

6.1 The Foundation shall on a best endeavours basis deliver the Tokens for confirmed Exchanges, to such address of an Ocean Wallet as may be provided by you to the Foundation in accordance with Paragraph 5.3(b), on a date falling no later than 15 days from the date of the launch of the Ocean Protocol Network or such other date as may be announced by the Foundation on its Channels. Tokens shall be deemed to be received by you upon validation and verification of receipt of Tokens in such Ocean Wallet.

6.2 The delivery of Tokens to you in accordance with Paragraph 6.1 shall only be made on satisfaction of all of the following:

(a) receipt in full of the Exchange Amount for your Exchange for Tokens at the Designated Address or the Designated Bank Account (as the case may be) in accordance with Paragraph 4;

(b) you being successfully whitelisted by the Foundation under the Whitelisting Terms to its sole and absolute satisfaction;

(c) the Ocean Wallet provided to you by the Foundation and the details of the Acquiror Bank Account / the Ethereum Wallet / the Bitcoin Wallet (as the case may be) provided by you to the Foundation in accordance with Paragraph 5.3 being maintained in fully operational, secure and valid status; and

(d) validation and verification of transfers of ETH or BTC as Exchange Amount on the relevant blockchain as successful and complete (in the case of transfers made in ETH or BTC) or your receipt of an email confirmation of the Foundation’s receipt of such Exchange Amount (in the case of transfers made in Euro), as the case may be.

6.3 In the case where Tokens have been delivered by the Foundation in accordance with Paragraph 6.1, but where the Ethereum Wallet or Bitcoin Wallet provided by you to the Foundation in accordance with Paragraph 5.3(a) is an account or wallet established and maintained with any Centralised Exchange, you acknowledge and agree that:

(a) the Foundation shall not have any obligation to ensure your receipt of any Tokens so delivered;

(b) the Foundation shall not have any obligation in any form or manner whatsoever to you in respect of your attempted Exchange for Tokens; and

(c) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation and the Indemnified Persons in connection with or arising from such delivery of Tokens, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such delivery of Tokens.

6.4 Tokens shall be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Foundation. The Foundation hereby expressly disclaims all express and implied warranties in relation to Tokens and the delivery thereof.

6.5 Any availability, transferability or tradability of Tokens on any cryptocurrency exchange shall not be construed, interpreted or deemed by you as an indication of the merits of the Foundation, the Ocean Protocol Network, the Whitepapers, the Channels, the Token Exchange or the Tokens.

6.6 Save for such right as may be granted by the Foundation, in its sole and absolute discretion, to holders of Tokens to use and access certain functions within the Ocean Protocol Network as described in the Whitepapers (with the terms and conditions, and extent, of any such granted right also being determined by the Foundation in its sole and absolute discretion), ownership and holding of Tokens shall carry no other rights, express or implied, in relation to you, the Foundation or any other person.

6.7 To the extent that the Foundation determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with the Exchange for Tokens, you shall provide such information promptly upon such request in such form or manner as the Foundation may require, and you acknowledge and accept that the Foundation may refuse to Exchange or withhold delivery of Tokens to you until such requested information has been provided to the satisfaction of the Foundation.

#7. Withdrawals, Cancellations, Rejections Of Exchanges And Abortion Of Token Exchange

7.1 Upon validation and verification of transfers of ETH or BTC (as the case may be) as Exchange Amount for the Exchange for Tokens from the Foundation on the relevant blockchain as successful and complete (in the case of transfers made in ETH or BTC) or upon your receipt of an email confirmation of the Foundation’s receipt of such Exchange Amount (in the case of transfers made in Euro), save as provided for under these Terms:

(a) such transfer shall be deemed to be final; and

(b) unless otherwise required by the applicable laws, regulations or rules, you shall not be entitled to any withdrawals or cancellations of transfers or Exchanges, or any refunds.

7.2 The Foundation reserves the right, in its sole and absolute discretion, to reject any Exchanges for Tokens or abort the Token Exchange at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6. The Foundation further reserves the right, in its sole and absolute discretion, to treat the Token Exchange and any Exchange for Tokens therein as being invalid, notwithstanding any delivery of Tokens which may have been effected in accordance with Paragraph 6, in the case where there is any change in any applicable law, regulation or rule after such delivery which prohibits, restricts, curtails, hinders, impairs or otherwise adversely affects the Token Exchange to any extent.

7.3 The Foundation reserves the right, in its sole and absolute discretion, to reject any Exchanges for Tokens by any participant at any time after your acceptance of these Terms and prior to the delivery of Tokens in accordance with Paragraph 6 in the event that you are not successfully whitelisted under the Whitelisting Terms to the Foundation’s sole and absolute satisfaction.

7.4 In the event of any such rejection of your Exchange for Tokens, abortion of the Token Exchange or the completed Token Exchange being treated as invalid, where you have made any transfer of Exchange Amount for such rejected Exchange for Tokens or such Exchange for Tokens which is the subject of the aborted Token Exchange or the completed Token Exchange being treated as invalid (as the case may be), you acknowledge and agree that:

(a) provided that:

(i) in the case of a transfer of Euro, [such consideration being received in the Designated Bank Account and your receipt of an email confirmation on the Foundation’s receipt of such consideration];
(ii) in the case of a transfer of ETH or BTC, your transfer of ETH or BTC to the Designated Address for such attempted Exchange for Tokens is validated and verified on the relevant blockchain as successful and complete, the Foundation may, notwithstanding any provision in these Terms, elect in its sole and absolute discretion to provide a refund of such Exchange Amount in full or in part without interest and net of all administrative and/or third party charges and/or other transaction fees (if any) that may be incurred in connection with such refund, in which case such administrative and/or third party charges and/or other transaction fees (if any) incurred in connection with such refund shall be borne by you;

(b) the Foundation shall be entitled to charge an administrative fee of 0.2 ETH (in the case of a transfer made in ETH) or 0.007 BTC (in the case of a transfer made in BTC) or EUR 25 (in the case of a transfer made in Euro) for any further attempted transfer of the Exchange Amount to the Designated Address or the Designated Bank Account (as the case may be) after the first attempted transfer of the Exchange Amount to the Designated Address or the Designated Bank Account (as the case may be);

(c) save for any refund that the Foundation may elect to provide under Paragraph 7.4(a), the Foundation shall have no obligations in any form or manner whatsoever to you in respect of such intended Exchange; and

(d) save for your right to such refund under Paragraph 7.4(a), you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation and the Indemnified Persons in connection with or arising from such intended Exchange, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such intended Exchange.

#8. Refund Of Exchange Amount

8.1 You acknowledge, agree, and confirm that there shall be no refund of any transfers of Exchange Amount made by you to the Foundation in any form or manner unless clearly provided for under these Terms. All risks in relation to any refund of transfers of Exchange Amount made pursuant to these Terms shall be borne absolutely by you and none of the Foundation or any of the Indemnified Persons shall be liable for any such risks.

8.2 In each case where the Foundation elects, in accordance with these Terms, to provide a refund of any transfer of Exchange Amount made by you for any intended Exchange, [the Foundation shall transfer such amount of Exchange Amount as may be refundable to the Acquiror Bank Account or the address of the Ethereum Wallet or Bitcoin Wallet as may be provided by you to the Foundation in accordance with Paragraph 5.3(a).]

8.3 Notwithstanding Paragraph 8.2, in the case where the Foundation elects, in accordance with these Terms, to provide a refund of any transfers of ETH or BTC (as the case may be) made by you for any intended Exchange, but where the Ethereum Wallet or Bitcoin Wallet as may be provided by you (as the case may be) to the Foundation in accordance with Paragraph 5.3(a) is an account or wallet established and maintained with any Centralised Exchange, you acknowledge and agree that:

(a) the Foundation shall not have any obligation to ensure your receipt of any such refund;

(b) the Foundation shall not have any obligation in any form or manner whatsoever to you in respect of such refund; and

(c) you hereby waive all rights, claims and/or courses of action (present or future) under law (including any tortious claims) or contract against the Foundation and the Indemnified Persons in connection with or arising from such refund, and shall further hold harmless, the Foundation and the Indemnified Persons from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such refund.

#9. Representations And Warranties

9.1 By accepting these terms, you represent and warrant to the Foundation as follows:

(a) you acknowledge and agree that the Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction;

(b) you are not a citizen or resident of a country the laws of which prohibit or conflict with the Token Exchange or your participation in the Token Exchange;

(c) you acknowledge and agree that these Terms do not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

(d) you acknowledge and agree that no Token is to be construed, interpreted, classified or treated as enabling, or according any opportunity to, you to participate in or receive profits, income, or other payments or returns arising from or in connection with the Ocean Protocol Network, the Tokens or the proceeds of the Token Exchange, or to receive sums paid out of such profits, income, or other payments or returns;

(e) you acknowledge and agree that no regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction, and the provision of these Terms to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;

(f) the provision of these Terms, any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to the Foundation;

(g) you have read and understood all of these Terms including the Annexes hereto;

(h) any bank account or any address provided by you in accordance with Paragraph 5.3 is fully operational, secure and valid;

(i) you are not a Disqualified Person;

(j) you have full power and capacity to accept these Terms and perform all your obligations hereunder and, in the case, where you are accepting these Terms on behalf of a corporation:

(i) such corporation is duly incorporated and validly existing under the applicable laws; and
(ii) you are duly authorised to accept these Terms and procure the performance of obligations hereunder;

(k) if you are a natural person, you are of sufficient age and capacity under the applicable laws of the jurisdiction in which you reside and the jurisdiction of which you are a citizen to accept these Terms and perform all your obligations hereunder;

(l) you acknowledge and agree that the Tokens are not to be construed, interpreted, classified or treated as:

(i) any kind of currency other than cryptocurrency;
(ii) debentures, stocks or shares issued by the Foundation;
(iii) rights, options or derivatives in respect of such debentures, stocks or shares;
(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(v) units in a collective investment scheme;
(vi) units in a business trust;
(vii) derivatives of units in a business trust; or
(viii) any other security, class of securities or form of investment (whether regulated or otherwise);

(m) you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, blockchain assets, and tokens including Tokens, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;

(n) you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with the conduct of the Token Exchange via the Designated Web Address, the Foundation, the Token Exchange, the Tokens, your Exchange for Tokens, any wallet referred to in Paragraph 5, your provision of the bank account or address to any wallet referred to in Paragraph 5, and the Ocean Protocol Network, including but not limited to the risks set out in the Annex 2 hereto;

(o) these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and neither the exchange for, nor receipt, nor holding of Tokens is in breach or contravention of any applicable law, regulation or rule in your jurisdiction;

(p) you are not a citizen or resident of any jurisdiction in which either the exchange for, receipt, or holding of Tokens is prohibited, restricted, curtailed, hindered, impaired or otherwise adversely affected by any applicable law, regulation or rule;

(q) no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the ”Approvals”) is required on your part in connection with your exchange for Tokens, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;

(r) the funds that you will use to Exchange for Tokens were not and are not directly or indirectly derived from any activities that in connection with anti-money laundering and/or terrorism financing laws or regulations or any other acts in breach or contravention of any applicable law, regulation or rule;

(s) none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your Subsidiaries (if any), any of your directors or officers nor, any of your employees, agents or any other person acting on behalf of your or any of your Subsidiaries is an individual or entity that is, or is owned or controlled by an individual or entity that:

(i) is listed by the MAS as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act (Chapter 186) of Singapore, the United Nations Act (Chapter 339) of Singapore or the Terrorism (Suppression of Financing) Act (Chapter 325) of Singapore or such other law, regulation or rule as may be prescribed by the MAS from time to time;
(ii) is currently the subject of any sanction administered by the OFAC or any other United States government authority, is not designated as a “Specially Designated National” or “Blocked Person” by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by the government of Singapore or any other country (collectively, the ”Sanctions”);
(iii) is located, organised or resident in a country or territory that is the subject of such Sanctions - (including, without limitation, Democratic People’s Republic of Korea, Cuba, Syria, Iran, Sudan, Republic of Crimea); or
(iv) has engaged in and is not now engaged in any dealings or transactions with any government, person, entity or project targeted by, or located in any country or territory, that at the time of the dealing or transaction is or was the subject of any Sanctions;

(t) none of:

(i) you;
(ii) any person controlling or controlled by you;
(iii) if you are a privately-held entity, any person having a beneficial interest in you; or
(iv) any person for whom you are acting as agent or nominee in connection with your participation in the Token Exchange is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure, as such terms are defined below;

(u) if you are affiliated with a Foreign Bank, or if you receive deposits from, make payments on behalf of, or handle other financial transactions related to a Foreign Bank, you represent and warrant to the Foundation that:

(i) the Foreign Bank has a fixed address, and not solely an electronic address, in a country in which the Foreign Bank is authorised to conduct banking activities;
(ii) the Foreign Bank maintains operating records related to its banking activities;
(iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct its banking activities; and
(iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate;

(v) you have sufficient funds to fulfil your obligations under these Terms and the Token Exchanges in respect of any Exchange for Tokens by you;

(w) the Tokens to be delivered to and received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(x) you are acquiring Tokens as principal and for your own benefit and you are not acting on the instructions of, or as nominee or agent for or on behalf of, any other person;

(y) you bear the sole responsibility to determine what tax implications your participation in the Token Exchange and/or an Exchange for Tokens may have for you and agree not to hold the Foundation or any other person involved in the Token Exchange liable for any tax liability associated with or arising therefrom;

(z) you agree and acknowledge that the Foundation is not liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on these Terms or any part thereof by you;

(aa) you waive the right to participate in a class action lawsuit or a class wide arbitration against the Foundation, the Indemnified Persons and/or any person involved in the Token Exchange and/or with the creation and distribution of the Tokens; and

(bb) all of the above representations and warranties are, and will continue to be, true, complete, accurate and non-misleading from the time of your acceptance of these Terms and notwithstanding the receipt by you of all of the Tokens.

9.2 The Foundation does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

(a) the information set out on the Whitepapers, the Channels or any other place;

(b) the Foundation;

(d) the Tokens;

(e) your Exchange for Tokens;

(f) the Designated Address;

(g) the Designated Bank Account;

(h) the Acquiror Bank Account;

(i) the Ethereum Wallet;

(j) the Bitcoin Wallet;

(k) the Ocean Protocol Network.

#10. Disclaimers

10.1 To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, the Foundation hereby expressly disclaims its liability and shall in no case be liable to you or any person for:

(a) any sale or transfer of any Tokens acquired by you hereunder to any person at any time;

(b) the funds used to Exchange for Tokens being obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(c) use of Tokens for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any applicable law, regulation or rule;

(d) rejection of Exchange for Tokens or abortion of the Token Exchange;

(e) failure or delay in the delivery by the Foundation, and receipt by you, of Tokens in accordance with Paragraph 6;

(f) failure, malfunction or breakdown of, or disruption to, the operation of the Foundation, the Tokens or any technology (including but not limited to smart contract technology) on which the Foundation, the Ocean Protocol Network, the Tokens, the Designated Address, the Designated Bank Account, the Ocean Wallet, the Ethereum Wallet the Bitcoin Wallet or the Token Exchange relies on, due to occurrences of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(g) failure, malfunction or breakdown of, or disruption to, the operation of any blockchain, any blockchain-based software systems or any blockchain technology in connection with the operations of the Foundation, the Ocean Protocol Network, the Tokens, the Designated Address, the Designated Bank Account, the Ocean Wallet, the Ethereum Wallet, the Bitcoin Wallet or the Token Exchange, due to occurrences of hardforking, hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;

(h) any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) and other material characteristics of Tokens;

(i) decreases or volatility in traded prices or trading volume of Tokens (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable));

(j) failure or unfitness of Tokens for any specific purpose;

(k) the manner of utilisation of the proceeds received by the Foundation from the Token Exchange;

(l) failure to disclose information relating to the progress of the Token Exchange;

(m) loss of possession of the credentials for accessing, or loss or destruction of the private keys of, any wallet referred to in Paragraph 5 in any manner and to any extent;

(n) failure or delay in the availability of Tokens for trading on a cryptocurrency exchange (if applicable);

(o) any rejection of trading of Tokens by a cryptocurrency exchange (if applicable);

(p) any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability (after Tokens have been made available for trading on a cryptocurrency exchange (if applicable)) or other material characteristics of the Tokens;

(q) any risks associated with the Whitepapers, the Channels, the Foundation, the Token Exchange, Tokens, your Exchange for Tokens, any bank account or wallet referred to in Paragraph 5, your provision of the details of any bank account or address to any wallet referred to in Paragraph 5, the Designated Address, the Designated Bank Account and the Ocean Protocol Network, including but not limited to the risks set out in Annex 2 hereto; and

(r) all other risks, direct, indirect or ancillary, whether in relation to the Whitepapers, the Channels, the Foundation, the Token Exchange, Tokens, your Exchange for Tokens, any bank account or wallet referred to in Paragraph 5, your provision of the details of any bank account or address of any wallet referred to in Paragraph 5, the Designated Address and the Ocean Protocol Network which are not specifically or explicitly contained in or stated in these Terms or set out in Annex 2 hereto.

10.2 In the event of any loss, hack or theft of cryptocurrencies from the Receiving Address or any wallet referred to in Paragraph 5, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Foundation.

#11. Limitation Of Liability And Indemnification

11.1 To the maximum extent permitted by the applicable laws, regulations and rules:

(a) the Foundation and Indemnified Persons shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with the Exchange for, use, receipt or holding of Tokens by you;

(b) the aggregate liability of the Foundation, in tort, contract or otherwise, arising out of or in connection with the Exchange for, use, receipt or holding of Tokens by you shall be limited to the amount of Exchange Amount transferred by you for your intended Exchange hereunder; and

(c) you hereby agree to waive all rights to assert any claims under the applicable laws, regulations and rules and you may make claims based only on these Terms.

11.2 To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Foundation and/or Indemnified Persons harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by you or any third party against any of the Foundation or the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

#12. No Assignment

Subject to these Terms, only you and no other person shall have the right to any claim against the Foundation in connection with your Exchange hereunder. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of the Foundation to the assignee or transferee.

#13. Intellectual Property Rights

13.1 These Terms shall not entitle you to any intellectual property rights, including the rights in relation to the use, for any purpose, of any information, image, user interface, logos, trademarks, trade names, Internet domain names or copyright in connection with the Whitepapers, the Channels, the Foundation, the Token Exchange, the Tokens, your Exchange for Tokens, and the Ocean Protocol Network.

13.2 There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by the Foundation.

#14. Surviving Terms

Notwithstanding the expiry of the Exchange Period, any delivery of Tokens to you or any abortion of the Token Exchange pursuant to these Terms, Paragraphs 9 to 16 and 18 to 21, and the Annexes hereto shall remain valid and in full force and effect.

#15. No Waiver

Any failure of the Foundation to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of the Foundation to assert any right(s), claim(s) or causes of action against you.

#16. Entire Agreement

16.1 These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the Token Exchange and your Exchange for Tokens.

16.2 In the event that the Foundation discovers that you, in your participation in the Token Exchange, have engaged in unfair, excessive or abusive usage or conduct, the Foundation reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Foundation from losses, damages, harm or degradation of any form and manner.

#17. Taxes

17.1 The Exchange Amount that you transfer as consideration for your Exchange for Tokens shall be exclusive of all taxes that are applicable to your Exchange for, receipt and holding of Tokens in any jurisdiction (”Payable Tax”).

17.2 You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax.

17.3 The Foundation shall not be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities.

#18. Notices

18.1 Any notice or other communication to be given under these Terms shall be in writing, and shall be deemed to have been duly served on, given to or made in relation to a Party if it is:

(a) left at the address of that Party or posted by pre‑paid airmail/first-class/registered post addressed to that Party at such address, in which case such notice shall be deemed to have been delivered and received at the time of delivery; or

(b) transmitted by email or facsimile, in which case such notice shall be deemed to be delivered and received at the time of transmission in legible form.

18.2 For the purposes of these Terms, the contact details of the Foundation shall be the contact details (including, if applicable, the details of the person for whose attention a notice or communication is to be addressed) as the Foundation may announce on the Channels or notify to you in writing from time to time in accordance with the requirements of this Paragraph 18.

18.3 For the purposes of these Terms, your contact details shall be such contact details as you may notify to the Foundation in writing from time to time in accordance with the requirements of this Paragraph 18.

#19. Governing Law And Jurisdiction

19.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.

19.2 Any Dispute shall be resolved in accordance with this Paragraph 19.

19.3 A Party shall give prompt written notice of any Dispute to the other Party (a ”Dispute Notice”). Such Dispute Notice will include sufficient details of the Dispute to enable the other Party to consider its position in relation to the Dispute.

19.4 Each Party agrees to use its best endeavours to settle any Dispute amicably between the Parties within a period of 30 days from the date of the Dispute Notice given under Paragraph ‎19.3.

19.5 Only in the event that a Dispute is not settled in accordance with Paragraph 19.4 then either Party may, by notice in writing to the other Party, either refer the Dispute to arbitration pursuant to Paragraph 19.6.

19.6 In the event that either Party refers a Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference in this Paragraph. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be in English.

19.7 Notwithstanding any Dispute or reference of certain Disputes (or part of certain Disputes) for determination by arbitration pursuant to Paragraph 19.5, the Parties will continue to comply with their respective obligations under these Terms.

#20. Contracts (Rights Of Third Parties) Act

20.1 Subject to Paragraph 20.2, the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Terms.

20.2 Save for the Indemnified Persons who shall have rights to the extent accorded thereto under these Terms, a person who is not a Party shall not have any rights whatsoever under these Terms or to enforce these Terms.

#21. Severance And Partial Invalidity

21.1 If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

21.2 The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

#Annex 1 - Definitions and References

#1. Definitions

In these Terms, the following words and expressions shall, where not inconsistent with the context, have the following meanings respectively:

”Acquiror Bank Account” has the meaning ascribed to it in Paragraph 5.1(a).

”Applicable Exchange Rate” means the ETH / € or the BTC / € exchange rate (as the case may be) as will be indicated on the Designated Web Address.

”Approvals” has the meaning ascribed to it in Paragraph 9.1(q).

”Bitcoin Wallet” means an address which you own on the Bitcoin blockchain.

”BTC” means bitcoin, the cryptographic token native to the Bitcoin blockchain.

”Centralised Exchange” means any centralised web and API platform which provides services to allow users of the platform to convert certain cryptocurrencies, cryptographic tokens and blockchain assets.

”Channels” has the meaning ascribed to it in Paragraph 1.5(a).

”close associate” in relation to a senior foreign political figure means a person who is widely and publicly known to maintain an unusually close relationship with such senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such senior foreign political figure.

”Commencement Time” has the meaning ascribed to it in Paragraph 3.1(a).

”Designated Address” means the unique blockchain address provided to you by the Foundation onscreen at the Designated Web Address for purposes of transfer of ETH or BTC (as the case may be) for your Exchange for Tokens.

”Designated Bank Account” means the bank account which details are provided to you by the Foundation onscreen at the Designated Web Address for purposes of transfer of Euro as Exchange Amount for your Exchange for Tokens.

”Designated Web Address” means the unique web address notified to you by the Foundation via email upon your successful Registration (as defined in the Whitelisting Terms).

”Dispute” means any dispute between the Parties arising out of or in relation to these Terms.

”Dispute Notice” has the meaning ascribed to it in Paragraph 19.3.

”Disqualified Persons” has the meaning ascribed to it in Paragraph 2.2.

”double spend” means to undertake, or attempt to undertake, two (2) different transactions on the relevant blockchain or any other cryptocurrency network and spend the same account balance on each of the transactions.

”Early Closure Time” has the meaning ascribed to it in Paragraph 3.2.

”Early Target Fulfilment has the meaning ascribed to it in Paragraph 3.2.

”ERC20 Token Standard” means the set of criteria, (including criteria in relation to functions and events) developed by the Ethereum community, which has to be met in a smart contract on a blockchain in order to enable inter-operability across multiple interfaces and distributed applications.

”ETH” means Ether, the cryptographic token native to the Ethereum network.

”Ethereum Wallet” means an address which you own on the Ethereum blockchain.

”Euro”, ”EUR” or ”€” means the euro, being the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the treaty establishing the European Community (signed in Rome on 25 March 1957) as amended by the treaty on European Union (signed in Maastricht on 7 February 1992).

”Exchange” means the exchange of Exchange Amount for Tokens.

”Exchange Amount” has the meaning ascribed to it in Paragraph 4.3.

”Exchange Currency” means any of ETH, BTC or EUR.

”Exchange Expiry Time” has the meaning ascribed to it in Paragraph 3.1(b).

”Exchange Period” has the meaning ascribed to it in Paragraph 3.1.

”Excluded Jurisdiction” MEANS ANY OF UNITED STATES OF AMERICA, CANADA, DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA, CUBA, SYRIA, IRAN, SUDAN, REPUBLIC OF CRIMEA, PEOPLE’S REPUBLIC OF CHINA, OR JURISDICTIONS WITH STRATEGIC ANTI-MONEY LAUNDERING / COUNTER-FINANCING OF TERRORISM DEFICIENCIES MOST RECENTLY IDENTIFIED BY THE FINANCIAL ACTION TASK FORCE, JURISDICTIONS IN WHICH DESIGNATED INDIVIDUALS AND ENTITIES ARE IDENTIFIED BY THE MAS FOR THE PURPOSES OF REGULATIONS PROMULGATED UNDER THE MONETARY AUTHORITY OF SINGAPORE ACT (CHAPTER 186) OF SINGAPORE, THE UNITED NATIONS ACT (CHAPTER 339) OF SINGAPORE OR THE TERRORISM (SUPPRESSION OF FINANCING) ACT (CHAPTER 325) OF SINGAPORE AND JURISDICTION IN WHICH THE EXCHANGE FOR TOKENS IS PROHIBITED, RESTRICTED OR UNAUTHORISED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.

”Foreign Bank” means a non-United States of America banking institution.

”Foundation” means Ocean Protocol Foundation Ltd., a public company limited by guarantee incorporated in the Republic of Singapore with the company registration number 201729912W and having its registered office at Mapletree Business City - 20 Pasir Panjang Road - East Wing #03-22/24 - Singapore, 117439 - Singapore - UEN:201729912W

”immediate family” in relation to a senior foreign political figure includes such figure’s parents, siblings, spouse, children and in-laws.

”Indemnified Persons” means the Foundation’s subsidiaries, related companies, affiliates, directors, officers, employees, agents, service providers, successors, and permitted assignees.

”MAS” means the Monetary Authority of Singapore.

”Minimum Exchange Amount” has the meaning ascribed to it in Paragraph 4.5.

”Ocean Protocol Network” means the network built on the decentralised data exchange protocol to be developed by the Foundation, together with its founding members and partners, on blockchain technology.

”Ocean Wallet” means a blockchain address on the Ocean Protocol blockchain which you have successfully initialised and is owned by you.

”OFAC” means the United States Office of Foreign Assets Control of the United States Department of the Treasury.

”Payable Tax” has the meaning ascribed to it in Paragraph 17.1.

”Receiving Address” means the Designated Address(es) or address(es) on the relevant blockchain as the Foundation may transfer the proceeds from the Token Exchange to.

”Sanctions” has the meaning ascribed to it in Paragraph 9.1(s)(ii).

”senior foreign political figure” means a senior official in the executive, legislative, administrative, military or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. It includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

”Subsidiary” means a corporation that has (a) the composition of its board of directors controlled by another corporation; (b) has more than half of its voting power controlled by another corporation; or (c) has more than half of its issued share capital held by another corporation.

”Target Aggregate Amount” has the meaning ascribed to it in Paragraph 3.2.

”Terms” means the terms and conditions contained in these “Terms and Conditions of Public Network Launch Token Exchange”, as amended, supplemented, updated or substituted from time to time and includes the Annexes hereto.

”Token Exchange” means the Exchange for Tokens in accordance with these Terms.

”Tokens” means the Ocean Tokens (OCEAN), a native cryptographic token created and issued by the Foundation, and ”Token” shall be construed accordingly.

”Transfer Period” means the period of 168 hours from the time at which the Designated Address is provided by the Foundation to you for the transfer of ETH or BTC (as the case may be) as Exchange Amount for your intended Exchange for Tokens.

”validated and verified” means, in relation to a relevant blockchain, receiving no fewer than [3 to 7] confirmations on such blockchain.

”Website” means https://oceanprotocol.com/.

”Whitelisting Terms” means the ”Network Launch Terms - Terms And Conditions For Whitelisting For Participation In The Network Launch Token Exchange Of Ocean Protocol Foundation Ltd.”, which was made available to you.

”Whitepapers” means (a) the Business Strategy entitled ”Ocean - A decentralized data exchange protocol, powered by blockchain technology and a cryptotoken” published on February 2019; and (b) the Technical Whitepaper entitled ”Ocean Protocol: A Decentralized Substrate for AI Data & Services” published on 19th February 2019, and (c) the Marketplace Framework entitled ”Ocean - A Decentralized Data Exchange Protocol To Unlock Data For Artificial Intelligence - Reference Marketplace Framework” published on 19th February 2019, all accessible on the Website and published by the Foundation.

#2. References

In these Terms, a reference to:

(a) the Foundation includes a reference to its duly authorised agents and/or delegates;

(b) a person includes a reference to any individual, body corporate, unincorporated association or partnership;

(c) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;

(d) the masculine gender includes the feminine and neuter genders and vice versa;

(e) the singular includes the plural and vice versa; and

(f) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.

#Annex 2 - Risk Factors

YOU SHOULD CAREFULLY CONSIDER AND EVALUATE EACH OF THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THE TERMS BEFORE DECIDING TO PARTICIPATE IN THE TOKEN EXCHANGE. TO THE BEST OF THE FOUNDATION’S KNOWLEDGE AND BELIEF, ALL RISK FACTORS WHICH ARE MATERIAL TO YOU IN MAKING AN INFORMED JUDGEMENT TO PARTICIPATE IN THE TOKEN EXCHANGE HAVE BEEN SET OUT BELOW. IF ANY OF THE FOLLOWING CONSIDERATIONS, UNCERTAINTIES OR MATERIAL RISKS DEVELOPS INTO ACTUAL EVENTS, THE BUSINESS, FINANCIAL POSITION AND/OR RESULTS OF OPERATIONS OF THE FOUNDATION AND THE DEVELOPMENT, MAINTENANCE AND LEVEL OF USAGE OF THE OCEAN PROTOCOL NETWORK COULD BE MATERIALLY AND ADVERSELY AFFECTED. IN SUCH CASES, THE TRADING PRICE OF TOKENS (IN THE CASE WHERE THEY ARE LISTED ON A CRYPTOCURRENCY EXCHANGE) COULD DECLINE DUE TO ANY OF THESE CONSIDERATIONS, UNCERTAINTIES OR MATERIAL RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR TOKENS.

#1. RISKS RELATING TO PARTICIPATION IN THE TOKEN EXCHANGE

#1.1 There is no prior market for the Tokens and the Token Exchange may not result in an active or liquid market for the Tokens

The Tokens are intended to be native tokens to be used on the Ocean Protocol Network, and the Foundation has not and may not actively facilitate any secondary trading or external exchange of Tokens. In addition, there is and has been no public market for the Tokens. In the event that the Tokens are traded on a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop or if developed, be sustained after the Tokens have been made available for trading on such cryptocurrency exchange. There is also no assurance that the market price of the Tokens will not decline below the value at which it was exchanged for (”Exchange Value”). The Exchange Value may not be indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.

A Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit. The Foundation is not responsible for nor does it pursue the circulation and trading of the Tokens on the market. Trading of the Tokens merely depends on the consensus on its value between the relevant market participants, and no one is obliged to acquire any Token from any holder of the Token, including the acquirors of the Tokens in the Token Exchange, nor does anyone guarantee the liquidity or market price of the Tokens to any extent at any time. Accordingly, the Foundation cannot ensure that there will be any demand or market for the Tokens, or that the Exchange Value is indicative of the market price of the Tokens after they have been made available for trading on a cryptocurrency exchange.

#1.2 Negative publicity may materially and adversely affect the price of the Tokens

Negative publicity involving (a) the Foundation; (b) the Ocean Protocol Network; (c) the Tokens; and/or (d) any of the key personnel of the Foundation, may materially and adversely affect the market perception or market price of the Tokens, whether or not such publicity is justified.

#1.3 There is no assurance of any success of the Ocean Protocol Network

The value of, and demand for, the Tokens hinges heavily on the performance of the Ocean Protocol Network. There is no assurance that the Ocean Protocol Network will gain traction after its launch and achieve any commercial success.

The Ocean Protocol Network has not been fully developed, finalised and integrated and is subject to further changes, updates and adjustments prior to its launch. Such changes may result in unexpected and unforeseen effects on its projected appeal to users, and hence impact its success.

While the Foundation has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in the Token Exchange will be sufficient for the development and integration of the Ocean Protocol Network. For the foregoing or any other reason, the development and integration of the Ocean Protocol Network may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.

#1.4 The trading price of the Tokens may fluctuate following the Token Exchange

The prices of cryptographic tokens in general tend to be relatively volatile, and can fluctuate significantly over short periods of time. The demand for, and corresponding the market price of, the Tokens may fluctuate significantly and rapidly in response to, among others, the following factors, some of which are beyond the control of the Foundation:

(a) new technical innovations;

(b) analysts’ speculations, recommendations, perceptions or estimates of the Tokens’ market price or the Foundation’s financial and business performance;

(c) changes in market valuations and token prices of entities with operations similar to that of the Foundation that may be made available for sale and purchase on the same cryptocurrency exchanges as the Tokens;

(d) announcements by the Foundation of significant events, for example partnerships, sponsorships, new product developments;

(e) fluctuations in market prices and trading volume of cryptocurrencies on cryptocurrency exchanges;

(f) additions or departures of key personnel and/or advisors of the Foundation;

(h) success or failure of the management of the Foundation in implementing business and growth strategies; and

(i) changes in conditions affecting the blockchain or financial technology industry, the general economic conditions or market sentiments, or other events or factors.

#1.5 The digital assets raised in the Token Exchange are exposed to risks of theft

Whilst the Foundation will make every effort to ensure that digital assets (such as cryptocurrencies, blockchain assets and/or cryptographic tokens) received from the Token Exchange are securely held at its Designated Address(es) or Receiving Address(es) through the implementation of security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on such Designated Address(es), Receiving Address(es), the Ethereum blockchain, the Bitcoin blockchain, or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Exchange is completed, the Foundation may not be able to receive the cryptocurrencies raised and the Foundation may not be able to utilise such funds for the development of the Ocean Protocol Network, and the launch of the Ocean Protocol Network might be temporarily or permanently curtailed. As such, the issued Tokens may hold little worth or value, and this would impact its trading price. The Tokens are uninsured, unless you specifically obtain private insurance to insure them. In the event of any loss or loss of value, you may have no recourse.

#1.6 The acquiror may be subject to adverse legal and/or tax implications as a result of the acquisition or transfer of the Tokens

The legal character of cryptocurrency and cryptographic assets remain uncertain. There is a risk that the Tokens may be considered securities in certain jurisdictions, or may be considered to be securities in certain jurisdictions in the future. The Foundation does not provide any warranty or guarantee as to how the Tokens will be classified, and each acquiror will bear all consequences of the Tokens being considered securities in their respective jurisdictions, and bear the responsibility of the legality, use and transfer of the Tokens in the relevant jurisdictions.

Further, the tax treatment of the acquisition or disposal of such cryptocurrency or cryptographic assets might depend on whether they are classified as securities, assets, currency or otherwise. As the tax characterisation of the Tokens remains indeterminate, acquirors must seek their own tax advice in connection with the exchange for the Tokens, which may result in adverse tax consequences or tax reporting requirements for the acquiror.

As the Tokens may be traded on third-party cryptocurrency exchanges in the future, acquirors may buy or sell the Tokens on such exchanges. Existing laws on the circulation or transaction of cryptocurrency or cryptographic tokens in certain jurisdictions may prohibit the transaction or exchange of the Tokens in such jurisdictions or to residents of such jurisdictions. Acquirors must be aware of the restrictions on the secondary trading or external exchange of the Tokens and seek their own legal advice in connection therewith.

#2. RISKS RELATING TO THE DESIGNATED ADDRESS(ES) AND RECEIVING ADDRESS(ES)

#2.1 The Designated Address(es) and Receiving Address(es) may be compromised and the cryptocurrencies may not be able to be disbursed

The Designated Address(es) and Receiving Address(es) are designed to be secure. However, in the event that the Designated Address(es) and Receiving Address(es) are, for any reason compromised (including but not limited to scenarios of the loss of keys to such Designated Address(es) and Receiving Address(es)), the funds held at the Designated Address(es) and Receiving Address(es) may not be able to be retrieved and disbursed, and may be permanently unrecoverable. In such event, even if the Token Exchange is successful, the Foundation will not be able to receive the funds raised and the Foundation will not be able to utilise such funds for the development of the Ocean Protocol Network, and the implementation of the Ocean Protocol Network might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.

#2.2 The loss or compromise of information relating to your Ocean Wallet may affect your access and possession of the Tokens

Your access to the Tokens in the Ocean Wallet depends on, among other things, the safeguards to the information to such Ocean Wallet, including but not limited to the user account information, address, private key and password. In the event that any of the foregoing is lost or compromised, your access to the Ocean Wallet may be curtailed and thereby adversely affecting your access and possession to the Tokens, including such Tokens being unrecoverable and permanently lost.

#3. RISKS RELATING TO THE FOUNDATION

#3.1 The Foundation may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to maintain the Ocean Protocol Network and consequently the trading price of the Tokens.

The financial technology and cryptocurrency industries and the markets in which the Foundation operates in have grown rapidly and continue to grow rapidly and evolve in response to new technological advances, changing business models and other factors. As a result of this constantly changing environment, the Foundation may face operational difficulties in adjusting to the changes, and the sustainability of the Foundation will depend on its ability to manage its operations, adapt to technological advances and market trends and ensure that it hires qualified and competent employees, and provide proper training for its personnel.

As its business evolves, the Foundation must also expand and adapt its operational infrastructure. The Foundation’s business relies on its blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology, and to manage technical support infrastructure for the Ocean Protocol Networkeffectively, the Foundation will need to continue to upgrade and improve its data systems and other operational systems, procedures and controls. These upgrades and improvements will require a dedication of resources, are likely to be complex and increasingly rely on hosted computer services from third parties that the Foundation does not control. If the Foundation is unable to adapt its systems and organisation in a timely, efficient and cost-effective manner to accommodate changing circumstances, its business strategies, results of operations and prospectus may be adversely affected. If the third parties whom the Foundation relies on are subject to a security breach or otherwise suffer disruptions that impact the services the Foundation utilises, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information, and economic loss.

The loss of financial, labour or other resources, and any other adverse effect on the Foundation’s business strategies, results of operations and prospects, would have a direct adverse effect on the Foundation’s ability to maintain the Ocean Protocol Network. As the Ocean Protocol Network is the main product to which the Tokens relate, this may adversely impact the trading price of the Tokens.

#3.2 There may be weaknesses, vulnerabilities or bugs in the Tokens’ smart contract

The Foundation will make reasonable efforts to ensure that the smart contracts underlying the Tokens are audited, tested and approved by technical experts. However, as smart contract technology is still in its early stage of development and its application of experimental nature carries significant operation, technological, financial, regulatory and reputational risks, there are inherent risks that such smart contracts could contain weaknesses, vulnerabilities or bugs.

Acquirors of the Tokens should understand and accept that there are no warranties that the Tokens are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which would cause loss in their worth or value. In the event that any of the aforementioned risks materialises, the Foundation’s business strategies, results of operations and prospects may also be adversely affected.

#3.3 The Foundation may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect the Foundation’s infrastructure network, and/or the Ocean Protocol Network

The Foundation is unable to anticipate when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects in the Ocean Protocol Network, the Tokens, the Designated Address(es), the Receiving Address(es), the Ocean Wallet, the Ethereum Wallet, the Bitcoin Wallet or any technology (including but not limited to smart contract technology) on which the Foundation, the Ocean Protocol Network, the Tokens, the Designated Address(es), the Receiving Address(es), the Ethereum Wallet, the Bitcoin Wallet and/or the Ocean Wallet relies or on the Ethereum blockchain, the Bitcoin blockchain or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. The Foundation may not be able to detect such hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

The Foundation’s network or services, which would include the Ocean Protocol Network, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond the Foundation’s control. Although the Foundation will be taking steps against malicious attacks on its appliances or its infrastructure, which are critical for the maintenance of the Ocean Protocol Network and its other services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of the Foundation’s intended enhanced security measures will be effective. The Foundation may also be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to the Foundation and users of the Ocean Protocol Network. Any significant breach of the Foundation’s intended security measures or other disruptions resulting in a compromise of the usability, stability and security of the Foundation’s network or services (including the Ocean Protocol Network) may adversely affect the trading price of the Tokens.

#3.4 The Foundation is dependent in part on the location and data centre facilities of third parties

The Foundation’s infrastructure network will be in part established through servers that which it owns and houses at the location facilities of third parties, and servers that it rents at data centre facilities of third parties. If the Foundation is unable to renew its data facility lease on commercially reasonable terms or at all, the Foundation may be required to transfer its servers to a new data centre facility, and may incur significant costs and possible service interruption in connection with the relocation.

These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third party providers of such facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. As techniques used to obtain unauthorised access to, or to sabotage systems change frequently and generally are not recognised until launched against a target, the Foundation and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. Any such security breaches or damages which occur which impact upon the Foundation’s infrastructure network and/or the Ocean Protocol Network may adversely impact the price of the Tokens.

#3.5 General global market and economic conditions may have an adverse impact on the Foundation’s operating performance, results of operations and cash flows

The Foundation could be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy may have a negative effect on the Foundation’s business strategies, results of operations and prospects. Additionally, in a down-cycle economic environment, the Foundation may experience the negative effects of a slowdown in commerce and usage of the Ocean Protocol Network. Suppliers on which the Foundation relies for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on the Foundation’s operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant adverse impact on the Foundation’s business strategies, results of operations and prospects and hence the Ocean Protocol Network, which would correspondingly impact the trading price of the Tokens.

#3.6 The Foundation or the Tokens may be affected by newly implemented regulations

Cryptocurrency trading is generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern cryptocurrency or cryptocurrency markets. The Foundation or the Tokens may be affected by newly implemented regulations relating to cryptocurrencies or cryptocurrency markets, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Ocean Protocol Network. This may impact the appeal of the Ocean Protocol Network for users and result in decreased usage of the Ocean Protocol Network.

Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Ocean Protocol Network may no longer be commercially viable and the Foundation may opt to discontinue the Ocean Protocol Network and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting distributed ledger technology and its applications, including the Ocean Protocol Network and the Tokens. The Foundation may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the trading price of the Tokens will be adversely affected or the Tokens may cease to be traded.

#3.7 There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions widespread communicable diseases and other force majeure events beyond the control of the Foundation

The Token Exchange and the performance of the Foundation’s activities may be interrupted, suspended or delayed due to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other force majeure events beyond the control of the Foundation. Such events could also lead to uncertainty in the economic outlook of global markets and there is no assurance that such markets will not be affected, or that recovery from the global financial crisis would continue. In such events, the Foundation’s business strategies, results of operations and prospects may be materially and adversely affected. Further, if an outbreak of such infectious or communicable diseases occurs in any of the countries in which the Foundation, the developers, data providers or data consumers have operations in the future, market sentiment could be adversely affected and this may have a negative impact on the Ocean Protocol Network and community.

#3.8 There may be unanticipated risks arising from the Tokens

Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks highlighted herein, there are other risks associated with your exchange for, holding and use of the Tokens, including those that the Foundation cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed herein.

#V - TOKEN EXCHANGE AMENDMENT

AMENDED AGREEMENT FOR TOKENS EXCHANGE INITIAL EXCHANGE OFFERING WITH BITTREX MALTA LTD.

By accepting this amendment on or before May 20, 2019 (the ”Deadline”), I represent that I understand the changes set forth in the amended terms and conditions and that I have such knowledge and experience in technology and financial matters, including but not limited to blockchain technology and cryptocurrencies, to be able to evaluate the risks and merits of the transaction described.

Ocean Protocol Foundation Ltd. (the “Foundation”) announced on April 17, 2019 that it will be partnering with Bittrex Malta Ltd. (“Bittrex International”) to conduct an initial exchange offering (“IEO”) which is scheduled to launch on April 30, 2019. The price per Ocean Token for the IEO will be USD 0.12 for each Token. Additional information regarding the IEO is available at blog.oceanprotocol.com.

The Foundation amends the agreement for the Tokens Exchange offered and sold during the Exchange Period to ensure that the terms and conditions of the IEO (including, but not limited to, the price per Ocean Token) are reflected.

The Parties HEREBY AGREE as follows:

The Exchange Amount per Token changes from EUR 0.22 to EUR 0.11
All other Token Exchange Terms shall remain valid and in full force and effect.

If you do not agree to this amendment no later than the Deadline, then you will receive Ocean Tokens based on the higher Exchange Amount of EUR 0.22.

Mapletree Business City - 20 Pasir Panjang Rd - East Wing #03-22/24 - Singapore, 117439 - Singapore - UEN:201729912W

#Table of Contents

#I - NETWORK LAUNCH TERMS

#1. Introduction, Scope Of Terms And Definitions

#2. Registration And Whitelisting

#3. Representations And Warranties

#4. Disclaimers

#5. Limitation Of Liability And Indemnification

#6. No Assignment

#7. Intellectual Property Rights

#8. Third Party Online Products and Services

#9. No Waiver

#10. Entire Agreement

#11. Taxes

#12. Notices

#13. Governing Law And Dispute Resolution

#14. Contracts (Rights Of Third Parties) Act

#15. Severance And Partial Invalidity

#II - PRIVACY POLICIES

#1. General Privacy Policy

#1.1 Database requests

#1.2 Contact form

#1.3 Newsletter

#1.4 Processing of data (customer data and contract data)

#1.5 Transmission of data on contract conclusion for services and digital contents

#1.6 Data processors

#1.7 Commercial use policy

#1.8 Right of access to and correction of personal data

#1.9 Objection to commercial mails

#1.10 Amendment of this privacy policy

#2. Privacy Policy EU

#2.1 Consent to international transfer in countries with lower level of data protection

#2.2 Which Personal Data we process

#2.3 How we collect your Personal Data

#2.4 Creation of Personal Data

#2.5 For which purposes we use your Personal Data

#2.6 Lawful basis for Processing Personal Data

#2.7 Processing your Sensitive Personal Data

#2.8 Consequences if we may not collect your Personal Data

#2.9 Consent and withdrawal

#2.10 Cookies

#2.11 Marketing Activities

#2.12 Links to Business Partner and Co-Branded Sites

#2.13 When we erase your Personal Data

#2.14 Your rights related to data privacy

#2.15 Our contact information, Data Controller

#2.16 Definitions

#III - MARKETING CONSENT

#1. Marketing Consent to Ocean Protocol Foundation Ltd.

#2. Marketing Consent to our Partners

#IV - TOKEN EXCHANGE TERMS

#1. Introduction, Scope Of Terms And Definitions

#2. Eligibility To Exchange For Tokens (Disqualified Person)

#3. Exchange Period And Target Aggregate Amount

#4. Accepted Currencies, Exchange Amount, Minimum And Maximum Exchange Amounts, And Transfer Procedure

#Exchanges only through the Designated Web Address

#Accepted currencies for Exchange

#Exchange Amount

#Minimum Exchange Amount

#Address for directing transfers of Exchange Amount and holding of accepted Exchange Currency in escrow until delivery of Tokens

#Attempts to double spend and exchange in violation of laws

#5. Responsibility To Establish And Maintain Cryptocurrency Wallet And Address

#6. Delivery Of Tokens And Rights Of Token Holders

#7. Withdrawals, Cancellations, Rejections Of Exchanges And Abortion Of Token Exchange

#8. Refund Of Exchange Amount

#9. Representations And Warranties

#10. Disclaimers

#11. Limitation Of Liability And Indemnification

#12. No Assignment

#13. Intellectual Property Rights

#14. Surviving Terms

#15. No Waiver

#16. Entire Agreement

#17. Taxes

#18. Notices

#19. Governing Law And Jurisdiction

#20. Contracts (Rights Of Third Parties) Act

#21. Severance And Partial Invalidity

#Annex 1 - Definitions and References

#1. Definitions

#2. References