Pontem Nox Network

Terms and Conditions for Kusama Parachain Slot Campaign

The following Terms and Conditions ("Terms and Conditions") govern the participation of any person, individual or corporation eligible to participate ("You", "Your", "Participant") in the Pontem Parachain Slot Campaign (defined below) launched by Pontem Technology Ltd ("Company").

Any person, individual or corporation which engages in any activity in connection with the Pontem Parachain Slot Campaign shall immediately be deemed a Participant and shall be deemed to have agreed to be bound by these Terms and Conditions. These Terms and Conditions shall be deemed entered into between the Participant and the Company each a "Party", collectively the "Parties".

If you do not agree or you do not accept these Terms and Conditions, You may not participate in the Pontem Parachain Slot Campaign and therefore should not engage in any activity in connection with the same. In accordance with Section 10, the Company reserves all rights to carry out all means necessary to prevent your participation accordingly.

NOX 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 and Conditions 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 and Conditions. No such action has been or will be taken by the Company under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Terms and Conditions to you does not imply that the Applicable Laws, regulatory requirements or rules have been complied with.

In particular, NOX (a) is not a loan to the Company or any Affiliate; (b) does not provide the holder with any ownership or other interest in the Company or any Affiliate, or any other company, enterprise or undertaking, or any kind of venture; (c) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment; (d) is not intended to represent any 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; (e) is not a commodity or asset that any person is obliged to redeem or purchase; (f) is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person; (g) is not intended to be a security, commodity, financial derivative, commercial paper or negotiable instrument, or any other kind of financial instrument between the relevant holder and any other person, nor is there any expectation of profit; and (h) is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products.

The following definitions shall apply in the interpretation of these Terms and Conditions:

"Applicable Laws" means, with respect to each Party and any person, any and all applicable laws to which such Party or person is subject, including any and all jurisdictions which may apply;

"Affiliate" means with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person;

"Digital Wallet" means the digital asset wallet that is compatible with the Kusama Network and the Pontem Nox Network that the Participant shall use for the purpose of participation in the Pontem Parachain Slot Campaign; 

"Indemnified Persons" means the Company, the Company’s Group Entities as well as their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, Affiliates, agents, representatives, predecessors, successors and assigns;

"Kusama Address Module" means the Kusama blockchain address delegated to receive KSM for the Pontem Parachain Slot Campaign;

"Kusama Network" means the multichain blockchain network, as described at https://guide.kusama.network/;

"Kusama Slot Auction" means the Parachain slot auction mechanism on the Kusama blockchain, further detailed at https://kusama.network/auctions/; 

"KSM" means the native cryptographically-secured token of the Kusama Network;

"NOX" means the cryptographically-secured native token of the Pontem Nox Network;

“Pontem Nox Launch" means the main net launch of Pontem Nox Network on the Kusama Network, subject to the Company securing a successful Bid and such other technical or project considerations as the Company deems appropriate;

‍

"Pontem Nox Network" means the experimental open source, decentralised blockchain network on Kusama that allows the development and testing of new products and apps based on the Diem Blockchain (Facebook's digital currency project) technology stack. The platform is permissionless, enabling anyone to experiment with their ideas and test their product market (specific details at https://pontem.network/); and

"Polkadot Javascript Extension" means the extension available at https://polkadot.js.org/extension/.

IT IS HEREBY AGREED:

1. KUSAMA SLOT AUCTION

1. The Company will participate in the Kusama Slot Auction and will be submitting bid(s) ("Bids") to secure access to (i.e. lease) a Kusama Network parachain slot for a contiguous period of 48 weeks.

2. To support these Bids, the Company will run a crowd loan campaign ("Pontem Parachain Slot Campaign") to receive contributions from Participants for the purpose of the Bids (the "Pontem Crowdloan"). The Pontem Parachain Slot Campaign shall run for a duration of approximately 1 week, or such other period as may be specified by the Company ("Campaign Duration").

3. Contributions from Participants will be sent directly to and held in the Kusama Network crowdloan smart contract. If they choose to do so, Participants may contribute KSM directly by interacting with said smart contract, but in the event that Participants contribute KSM through other means aside from the website application for the Pontem Crowdloan, they will be required to sign in with their wallet to accept these Terms and Conditions before they are eligible to participate in the Rewards Tokens Pool. 

4. The website application for the Pontem Crowdloan may be accessed from 25 October 2021 during the Campaign Duration at https://pontem.network/token-generation-event. 

2. PARTICIPATION

1. Participants have until the expiry of the Campaign Duration to contribute KSM to the Pontem Crowdloan. This shall be done by:

1. Accessing the website application for the Pontem Crowdloan;
2. Installing the Polkadot Javascript Extension;
3. Connecting the Participant’s Digital Wallet to the Kusama Address Module; and
4. Submitting a transaction for the Pontem Crowdloan to the Kusama Network crowdloan smart contract.

2. All KSM that have been contributed to the Pontem Crowdloan and deemed not to be in excess of the required contributions (in accordance with Section 2.3) ("Participant Contributions") shall be locked for the Campaign Duration.

3. The Company reserves its rights to institute a hard cap on the maximum KSM contributions for the Kusama Network crowdloan smart contract, in which case contributions above the hard cap will not be accepted. 

3. SUCCESSFUL BID

1. Where the Bid is successful, Participants will be entitled to receive certain Rewards (defined below) in accordance with Section 5. After the expiry of the Subsequent Lock Up Period (defined below), the Participant Contributions shall be unlocked and the Kusama Network crowdloan smart contract will automatically return their Participant Contributions to the relevant Participant ("Contribution Removal").

2. A Contribution Removal may be performed in accordance with such procedures as may be prescribed by the Kusama Network crowdloan smart contract.

3. Any Participant that has not complied fully in all respects with the procedures prescribed by the Kusama Network crowdload smart contract relating to Contribution Removal may, depending on the service terms and policies of the Kusama Network, be deemed to have waived their right to a Contribution Removal. In addition, Participants acknowledge and accept the risk that Contribution Removal may not be performed in the event of any security vulnerabilities, errors, technical flaws, disturbances, defect, failures, bugs, issues or economic loopholes with the relevant Kusama Network crowdloan smart contract.

4. FAILED BID

1. Where a Bid is unsuccessful and the Campaign Duration has expired, the relevant Kusama Network crowdloan smart contract will automatically perform a Contribution Removal and thereafter the Participation may re-initiate the process to take part in subsequent Bids.

2. Any Participant that has not complied fully in all respects with the procedures prescribed by the Kusama Network crowdload smart contract relating to Contribution Removal may, depending on the service terms and policies of the Kusama Network, be deemed to have waived their right to a Contribution Removal. In addition, Participants acknowledge and accept the risk that Contribution Removal may not be performed in the event of any security vulnerabilities, errors, technical flaws, disturbances, defect, failures, bugs, issues or economic loopholes with the relevant Kusama Network crowdloan smart contract.

5. REWARDS FOR SUCCESSFUL BID

1. If a  Bid is successful, the Company shall launch their rewards program to distribute a total of up to 22,500,000 NOX (the "Reward Tokens Pool") to the  participants who meet the relevant conditions under Section 5.3, 5.4 and 5.5.

2. Participants may accumulate rewards in two ways in connection with a Bid (subject to the following "Qualifying Conditions" being met):

Reward name

Recipient of reward

Reward

Qualifying Condition

Contribution reward

Participant

~ 67.5 NOX per KSM ( 15,000,000 NOX allocated / 222,001 KSM Crowdloan cap)

~67.5 NOX is awarded for every 1 KSM contributed by a Participant.

(Example: ~67.5 NOX for 1 KSM, ~135 NOX for 2 KSM).

Referral reward

Participant

Each party will receive an additional 5% of the Invitee’s contribution in the equivalent NOX.

1. Participant (who may be an Invitee) contributes at least 0.1 KSM.

2. Participant invites another party (the "Invitee"), who proceeds to contribute at least 0.1 KSM during the Kusama Slot Auction.

3. A Participant will be prohibited from receiving any “Referral reward” in the event that the Company deems that an Invitee wallet address  is owned, controlled or directed by said Participant.

Invitee

Pontem Early Backer

Participant

Additional 30% of NOX to be awarded under Contribution reward portion (above)

Early backers of the Pontem Nox Network which had participated in the social media community prior to the Pontem Parachain Slot Campaign, participate in the PONT token sale, or NOX token sale (to be determined by the Company at its sole discretion based on a pre-dated snapshot of Twitter, Discord and Telegram followers).

Early Bird

Participant

Additional 10% of NOX to be awarded under Contribution reward portion (above)

Early Participants which had participated in the Pontem Parachain Slot Campaign within the first three (3) days of the Campaign Duration.

3. Rewards cap

1. The maximum number of KSM contributions that may qualify for the rewards is capped at 222,001 KSM (the "KSM Limit"). Any Participants that provide contributions of KSM after this total number of KSM has been met shall not receive any rewards.

2. Notwithstanding Section 5.5.1 and subject to Section 2.3, the Company reserves the right to impose any further restrictions at its sole and full discretion.

4. Distribution of Reward Tokens Pool

Subject to a successful Bid, the distribution of the Reward Tokens Pool shall take place in two phases, whereby participants will automatically receive their NOX earned in their respective Digital Wallets:

1. The first phase of distribution shall occur promptly after the date of the Pontem Nox Launch, whereby up to 20% of the NOX earned will be distributed, to be determined by the Company at its sole discretion depending on the amount of contributions received and bonus rewards awarded in accordance with Section 5.2; and

2. The remainder of NOX earned shall vest over the 48 weeks period of the Kusama Network parachain slot duration.

5. In the event of a successful Bid, all Participant Contributions are immediately subject to a further lock up period for the entire duration of the lease of the Kusama Network parachain slot, which will commence after the Campaign Duration ("Subsequent Lock Up Period"), or such other longer period as may be determined by the Company. The Participant may only receive Contribution Removals in accordance with Section 3.3.

6. For the avoidance of doubt, any rewards described under this Section 5 shall only be awarded if the Company has secured a successful Bid. There shall be no distribution of the Rewards Token Pool unless and until there is the requisite successful Bid.

6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1. You, the Participant, agree, represent and warrant that:

1. You have read and understood the provisions of these Terms and Conditions, including all relevant schedules and annexes that may be attached hereto;

2. You have full power and authority to enter into and give effect to Your obligations and undertakings under these Terms and Conditions, and in the case where You are a corporation or acting on behalf of a corporation:

1. the corporation is a duly organised and validly existing corporation in its place of incorporation and it is not in receivership or liquidation or judicial management or any analogous situation; and 

2. the corporation has full power and authority to enter into and give effect to its obligations under these Terms and Conditions and all corporate steps required to give effect to the entry of these Terms and Conditions have been properly taken.

3. these Terms and Conditions constitute a legal and binding obligation and undertaking, and may be enforced to the full extent of the law;

4. where required, any approvals under any Applicable Laws for the participation in the Pontem Parachain Slot Campaign and or Pontem Crowdloan have been sought and obtained;

5. any expenses that the You may incur in observing these Terms and Conditions shall be at Your own expense and cost;

6. You have not engaged in Disqualifying Conduct (defined below).

7. You understand that and no materials, commentary, content provided by the Company and/or the Indemnified Parties shall be considered financial advice, and any financial advice sought by the You in relation to Your participation in the Pontem Parachain Slot Campaign shall be at Your own costs and expense; 

8. You are responsible and shall bear all expenses and costs involved (including but not limited to accountant fees) in determining the tax implications in Your participation of the Pontem Parachain Slot Campaign and the observance of these Terms and Conditions;

9. You are responsible for ensuring that Your Digital Wallet is functional and the keys for such, secure, and that it is Your responsibility to contact the Company through the appropriate avenue to resolve any issue with the Digital Wallet;

10. You have a good understanding of investments, cryptocurrencies and blockchain technology including the use of wallets and other blockchain-based software;

11. You or (if participating on behalf of a corporation) any of the corporation’s related corporations, directors, officers, employees, agents or any person acting on the corporation’s behalf is NOT an individual or entity that is or is owned or controlled by an individual or entity that ("Sanctioned Persons"):

1. is listed by the British Virgin Islands BVI Financial Services Commission, 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;

2. 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");

3. is located, organised or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Eritrea, Iran, Libya, Somalia, South Sudan, Sudan and Yemen); or

4. 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.

12. You are not a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a country (i) where holding tokens,  trading tokens, or participating in token sales, whether as a purchaser or a seller, is prohibited, restricted or unauthorised by applicable laws, decrees, regulations, treaties, or administrative acts, or (ii) where it is likely that the distribution of NOX would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America, its Territories and Possessions, any state of The United States, The District Of Columbia, Canada, the People’s Republic of China, Democratic People's Republic of Korea, Cuba, Syria, Iran, Sudan, and the People’s Republic of Crimea (each a Restricted Territory)), nor are you acquiring NOX from any Restricted Territory, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Territory, nor are you acquiring NOX on behalf of any person or entity from a Restricted Territory.

2. You are aware of and agrees that the Pontem Parachain Slot Campaign, Pontem Crowdloan and any participation in cryptocurrency investments generally involves significant risk, and You hereby agree to accept the full consequences of all risks that may arise during, before, after and in connection to:

1. the Distribution of the Reward Tokens;

2. the Campaign Duration and the Subsequent Lock Up Period;

3. any loss of KSM or NOX in connection with any smart contracts;

4. the use of KSM and NOX, and any participation in the Pontem Parachain Slot Campaign; and

5. any potential delay, postponement, suspension or abandonment of the Pontem Parachain Slot Campaign.

3. The list under Section 6.2 shall not be regarded as an exhaustive list of the potential risks associated with Your participation in the Pontem Parachain Slot Campaign and Pontem Crowdloan, and You agree to accept full responsibility for Your own knowledge of all risks that may arise.

7. DISCLAIMERS OF WARRANTIES

2. The Company hereby disclaims and does not provide a warranty of any kind, whether implied, express or statutory, including but not limited to the respect of the matters listed in Section 7.2. Where the Applicable Laws does not allow the disclaimer or exclusion of such warranties, the defective disclaimer shall apply to the full extent as permitted by the Applicable Laws.

3. You hereby and expressly agree that Your participation in the Pontem Parachain Slot Campaign and/or Pontem Crowdloan is at Your sole risk and agree that in no event shall the Company be liable to You or any corporation or entity You represent for:

1. any interruption, error, defect, flaw or unavailability of the Pontem Crowdloan; 

2. any fraudulent or illegal use of Your Digital Wallet, or any loss of possession and destruction of Your private keys of any wallet;

3. Your inability to use the Pontem Crowdloan or any transactions You may undertake on the Pontem Crowdloan;

4. any virus, malware, trojan or similar that may affect the Pontem Crowdloan, the Kusama Network or Your devices from use of any resources provided by the Company, despite the Company’s best reasonable precautions in place to prevent as such;

5. any delay, postponement, suspension or abortion of the Pontem Parachain Slot Campaign;

6. the non-disclosure of information relating to Pontem Parachain Slot Campaign;

7. Your disqualification for failing to recognise Yourself as a Sanctioned Person or the failure of the Company to recognise You as such; or

8. any and all risks to You in Your participation in the Pontem Parachain Slot Campaign.

3. You agree that the Company may, at any time and in its absolute discretion, delay, postpone, suspend or abort the Pontem Parachain Slot Campaign. You agree that, where such should occur, the Company and the Indemnifies Parties shall not be liable for any loss (including but not limited loss of use, revenue, income, profits, damages) in accordance with Section 12.

8. INFORMATION PROVIDED TO THE COMPANY

4. You shall ensure that any documents and information provided by You in connection with Your participation in the Pontem Parachain Slot Campaign is true, accurate and complete.

5. Where it occurs any event that may render such provided information under Section 8.1 false, misleading, incomplete or altered, You shall, at the earliest possible, take such acts necessary to notify the Company and/or their Indemnified Parties of the event and corresponding change.

7. TAXES

The Parties shall seek their own advice on any tax that may be payable in connection with the performance of matter under these Terms and Conditions. The Parties should be aware that this may include tax consequences including but not limited to tax reporting, income tax, transfer taxes and withholding tax. For the avoidance of doubt, the Company shall not be in any way reasonable for any claims, fines, penalties or other liabilities that any other party these Terms and Conditions may incur.

1. DISQUALIFICATION FROM PARTICIPATING

1. The Company reserves the right, in its absolute discretion, to disqualify You from their participation in the Pontem Parachain Slot Campaign, and Company and the Indemnified Parties shall not be liable for any losses or damages that may arise for such disqualification and in accordance with Section 12. 

2. This may include but is not limited to where You have encouraged, instigated and/or engaged in Disqualifying Conduct (defined below) that may be harmful to the Company. The Company reserves the right to take any action as necessary, including but not limited to legal proceedings, to protect the Company from the harm, losses, damage arising or connected to such conduct. 

3. "Disqualifying Conduct" refers to exploitative, abusive and excessive conduct, and shall include but is not limited to, at the sole and full discretion and judgement of the Company:

1. Introducing or using any malware, virus, trojan horses or other material that may alter or be harmful to technology in any way;

2. Gain and/or engage in unauthorised excess and use of any materials of the Company and its Indemnified Parties;

3. Interfering with the operation of Pontem Parachain Slot Campaign;

4. Impersonating the Company and/or the Indemnified Parties (such as but not limited to the use of e-mail or screen names);

5. Using any materials produced for the Pontem Parachain Slot Campaign in a way that is inappropriate and violates any Applicable Laws.

4. The Company reserves the right to implement the measures it deems necessary and fit to ensure that any Participant that has engaged in Disqualifying Conduct does not have access to the Pontem Parachain Slot Campaign.

11. DISCLOSURE OF INFORMATION

1. The Company does not warrant the completeness and accuracy of any information relating to the Company, Pontem Nox Network and the Pontem Parachain Slot Campaign that is online and may originate from but not limited to the following: 

1. the website(s) at https://pontem.network/, the Pontem Nox Network's Telegram channel at https://t.me/pontemnetworkchat, https://t.me/pontemnetworkchannel and/or the Pontem Nox Network's Twitter account at https://twitter.com/PontemNetwork; 

2. any website or other social media channels directly or indirectly linked to the Company.

2. You hereby agree that the Company and/or its Indemnified Parties shall be free of any liability arising from any reliance on such materials.

12. LIABILITY AND INDEMNITY

1. To the fullest extent permitted by Applicable Laws:

You will indemnify, defend and hold harmless the Company and/or the Indemnified Parties from and against any and all claims, demands, actions, liabilities, costs, expenses for any type of loss (including but is not limited to damages, fines, punitive damages, personal injury, pain and suffering, emotional distress, revenue and profit loss, business and anticipated savings loss and data loss) that may arise in any kind (in tort, contract or otherwise), directly, indirectly, incidental or consequential, from or in connection with the matters dealt with and described in these Terms and Conditions, including:

1. Losses that may be incurred by actions taken by the Company and/or Indemnified Parties against participants engaged in Disqualifying Conduct under Section 10.3;

2. Any and all changes to the operations, management and organisation of the Pontem Parachain Slot Campaign including but not limited to any potential delay, postponement, suspension or abandonment of the Pontem Parachain Slot Campaign; and

3. Any loss that may be incurred as a result of the classification of the Participant as a Sanctioned Person as described under Section 6.1(k).

2. You hereby agree that You waive all rights to assert any claims against the Company and/or the Indemnified Parties under any Applicable Laws. This shall include the right to participate in any class action lawsuit or class wide arbitration against the Company, the Indemnified Parties and/or any other Participant.

3. Notwithstanding Section 7.1, the Company agrees that the extent to which they may be held liable under any Applicable Laws shall be the aggregate number of Reward Tokens that a Participant is entitled to receive, if any.

13. ASSIGNMENT

1. You may not assign or transfer all or part of its rights or obligations under these Terms and Conditions without the prior written consent of the Company. The Company may refuse to recognise any such assignment, transfer or any other transaction resembling such.

2. The Company may assign, as it sees fit and in its full discretion, any of its rights, obligations and duties under these Terms and Conditions.

14. NO WAIVER

1. The Company’s failure or delay to exercise or enforce any right or provision of these Terms and Conditions will not operate as a waiver of such right or provision, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

2. Any provision in these Terms and Conditions may be waived by written and signed consent of the Company. A waiver of any provision or terms shall not be deemed a waiver of any breach of the provision or term, or any other provision or term.  For the avoidance of doubt, the Company may waive, by written and signed consent, any breach by any other Party to these Terms and Conditions.

15. GOVERNING LAW AND DISPUTE RESOLUTION

1. These Terms and Conditions are governed by the laws of Singapore, without regard to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

2. Any dispute arising out of or related to these Terms and Conditions, as well as any issue on its validity and existence, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator, appointed by the Company. The language of the arbitration shall be English.

2. ENTIRE AGREEMENT

These Terms and Conditions sets forth the entire agreement and understanding between the Parties in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings between the Parties in connection with the matters dealt with and described herein.

3. THIRD PARTIES

Save as expressly provided for in these Terms and Conditions, a person who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or any law of any jurisdiction to enforce or to enjoy the benefit of any term of these Terms and Conditions.

4. INVALIDITY AND SEVERANCE

If any provision of these Terms and Conditions shall be held to be illegal, void, invalid or unenforceable, the provision shall be deemed illegal, void, invalid or unenforceable to that extent. The remaining provisions of these Terms and Conditions shall remain fully valid, legal and enforceable to the extent that they are unaffected by the defective provision, and the illegality, invalidity or unenforceability of the defective provision in one jurisdiction does not affect its legality, validity and enforceability under any other jurisdiction. The Parties agree to use all commercially reasonable efforts to explore other means of achieving the same result as if the provision had been entirely valid, legal and enforceable.