Airdrop Terms and Conditions

DEBRIDGE FOUNDATION TOKEN AIRDROP TERMS

Last revised: June 30, 2024

Welcome to the Token Airdrop Terms (these "Terms") for the DBR token claim (the "Airdrop") by deBridge Foundation ("Foundation", "we" or "us") from the following website: debridge.foundation. These Terms govern your ability to participate in the Airdrop in respect of DBR tokens. In these Terms, "Token" or "Tokens" shall mean the DBR tokens which are the native digital asset with utility functions on the "deBridge" protocol. Please read these Terms carefully, as they include important information about your legal rights. By participating in the Airdrop and/or claiming any corresponding DBR tokens, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not participate in the Airdrop.

BY PARTICIPATING IN THE AIRDROP AS DESCRIBED HEREIN, PARTICIPANT ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS & CONDITIONS IN THEIR ENTIRETY. THE PARTICIPANT IS RESPONSIBLE FOR MAKING ITS OWN DECISION IN RESPECT OF ITS PARTICIPATION IN THE AIRDROP AND ANY RECEIPT OF TOKENS. ANY PARTICIPATION IN THE AIRDROP IS SOLELY AT THE PARTICIPANT’S OWN RISK AND IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY TO SEEK APPROPRIATE PROFESSIONAL, LEGAL, TAX, AND OTHER ADVICE IN RESPECT OF THE AIRDROP AND ANY RECEIPT OF THE TOKENS PRIOR TO PARTICIPATING IN THE AIRDROP AND PRIOR TO RECEIVING ANY TOKENS.

BY PARTICIPATING IN THE AIRDROP, THE PARTICIPANT EXPRESSLY ACKNOWLEDGES AND ASSUMES ALL RISKS RELATED THERETO, INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT IN SECTION 21 BELOW. IN NO EVENT SHALL THE FOUNDATION BE HELD LIABLE IN CONNECTION WITH OR FOR ANY CLAIMS, LOSSES, DAMAGES, OR OTHER LIABILITIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE AIRDROP OR THE RECEIPT OF ANY TOKENS.

THE FOUNDATION DOES NOT TAKE ANY RESPONSIBILITY FOR THE PARTICIPATION BY ANY PARTICIPANT IN THE AIRDROP. THE FOUNDATION DOES NOT PROVIDE ANY RECOMMENDATION OR ADVICE IN RESPECT OF THE AIRDROP OR THE TOKENS. EACH PARTICIPANT PARTICIPATES IN THE AIRDROP AT ITS OWN RISK AND RECEIVES TOKENS AT ITS OWN RISK.

SECTION 22 OF THESE TERMS CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE REVIEW THESE CLAUSES CAREFULLY BECAUSE THEY AFFECT YOUR RIGHTS. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES RELATED TO THE AIRDROP THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH IN THESE TERMS.

We may modify these Terms from time to by posting the updated version and updating the "Last Revised" date at the top of these Terms. The updated Terms will be effective as of the time of posting of such updated Terms. Your continued access or participation in the Airdrop after the modifications have become effective will be deemed your acceptance of the modified Terms.

1. You represent and warrant that all information provided during the Airdrop process is true, accurate, and complete.

2. You acknowledge and agree that you (i) may receive tokens for free via the Airdrop (other than applicable taxes, if any), (ii) were not previously promised any tokens, and (iii) took no action in anticipation of or in reliance on receiving any tokens or an Airdrop.

3. You acknowledge and agree that (i) you are making a gift in connection with the Airdrop, (ii) that your receipt of the Airdrop and the recipient’s receipt of the donation you have made is not an act of capital formation, and (iii) that such actions do not constitute a sale or investment contract as the proceeds will not be used, nor reasonably expected by you to be used, to fund the future development of the "deBridge" Protocol.

4. You agree and acknowledge that you are responsible for complying with all applicable laws of the jurisdiction in which you reside or in which you are participating in the Airdrop and claiming airdropped Tokens.

5. You agree that you are not (i) any person or entity that is (a) listed on any government's (including the U.S. government's) list of prohibited or restricted parties, for example the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List, (b) located or organized in any U.S. embargoed countries or region any country or region that has been designated by any government as "terrorist supporting", or (c) owned or controlled by such persons or entities listed in (a)-(b) (a Prohibited Person), or (ii) located in or accessing the Airdrop from a Prohibited Jurisdiction (as defined below). You agree that you will not use a virtual private network ("VPN") or similar tool to circumvent any geo-blocking and/or other restrictions that we have implemented in connection with the Airdrop. Any such deliberate circumvention, or attempted circumvention, of our controls may permanently disqualify you from participation in the Airdrop, as determined in our discretion.

6. You agree and acknowledge that (i) you are solely responsible and liable for all taxes due in connection with your participation in the Airdrop; and (i) you should consult a tax advisor with respect to the tax treatment of airdropped Tokens in your jurisdiction.

7. You agree and acknowledge that your participation in the Airdrop and claim of Airdrop Tokens does not require or involve any form of purchase, payment, or tangible consideration from or to us, nor otherwise require or involve any acceptance of value by us from you. Airdrop Tokens are allocated based on the Foundation's user participation points program (https://debridge.finance/blog/introducing-debridge-points/), which allocates points based on user participation metrics. You agree and acknowledge that you (i) lawfully may receive Tokens for free via the Airdrop (other than gas fees or applicable taxes, if any, that may be due to third parties), (ii) were not promised the Tokens or any tokens (whether via the Airdrop or otherwise); and (iii) took no action in anticipation of, or in reliance on, receiving the Tokens or any tokens, the occurrence of an Airdrop, or potential participation in any Airdrop.

8. Your eligibility to receive Airdrop Tokens or participate in the Airdrop is subject to our sole discretion. The Airdrop shall be conducted during a specified period, as determined by the Foundation in its sole discretion and announced on its website. Participant must follow the instructions set forth in any Airdrop announcement and/or such other instructions as may be provided by the Foundation from time to time to participate in the Airdrop. The number of Tokens allocated to each Participant will be determined by the Foundation, in its sole discretion based on its internal parameters and calculations, and such allocation may vary among Participants.

9. You agree that you are the legal owner of the digital address that you use to access or participate in the Airdrop, and will not sell, assign, or transfer control of such address or the Tokens to third parties to circumvent any lock-up period for Tokens or to knowingly redistribute Tokens to a digital address that would violate these Terms.

10. To the fullest extent permitted by law, you agree that you shall defend, indemnify, and hold the Foundation harmless from and against any and all claims, actions, proceedings, investigations, demands, suits, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs, and fines or penalties imposed by any regulatory authority) incurred by the Foundation arising out of or in connection with: (i) your use of, or conduct in connection with, the Airdrop; (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party. Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.

11. The Foundation, in its sole discretion, shall determine the eligibility criteria for participation in the Airdrop, including the amount of Tokens to be distributed to eligible Participants that satisfy certain criteria. Different eligible Participants may receive different amounts of Tokens in any particular Airdrop, depending on the criteria set forth by the Foundation for such Airdrop. The Foundation shall have no obligation to notify actual or potential Airdrop participants of the eligibility criteria for any Airdrop prior to, during, or after the claims are opened for such Airdrop.

12. The Foundation reserves the sole and absolute right to disqualify any Participant or potential Participant it deems ineligible for an Airdrop (be it under these Terms or by having determined that Participant engaged in any conduct that the Foundation considers harmful, unlawful, inappropriate, or unacceptable). Such disqualification may be appropriate if the Foundation determines, in its sole discretion, for example, using multiple addresses to obscure identity or location, or otherwise participating in any Sybil attack or "farming", to attempt to game, cheat, or hack the Airdrop, Tokens, or the "deBridge" protocol, introducing or using any malware, virus, trojan horses or other material that may alter or be harmful to technology in any way, gain and/or engage in unauthorised excess and use of any materials of the Foundation, interfering with the operation of the Airdrop, impersonating the Foundation, using any materials produced for the Airdrop in a way that is inappropriate and violates any applicable laws.

13. Participant has full legal capacity and authority to bind and agree to the Terms. Participant is at least 18 years of age or is of legal age to form a binding contract under applicable laws. If Participant is acting as an employee or agent of a legal entity, and enters into the Terms on behalf of the entity, Participant represents and warrants that Participant has all necessary rights and authorizations to do so.

14. There is only one authorised website for claiming Airdrop Tokens, which is the Website. Use of the Website for participation in the Airdrop is at the risk of the user. The Website and Airdrop is provided on an "as is'" and "as available" basis. The Foundation expressly disclaims all warranties of any kind, whether express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

15. The Foundation makes no warranty that the Airdrop or the Website will meet your requirements or be uninterrupted, timely, secure, or error-free. The Foundation makes no warranty that the results that may be obtained from access to or the use of the Website will be accurate or reliable or that the Airdrop Tokens will meet your expectations.

16. You expressly understand and agree that the Foundation will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits, including damages for loss of goodwill, use, or data or other intangible losses (even if the Foundation has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from the use or the inability to use the Airdrop Tokens or the Website, any unauthorised access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Website, bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface or Website, or errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Website, or any other matter relating to the Airdrop Tokens or the Website.

17. You acknowledge and agree that save as otherwise indicated in writing, the Foundation (or, as applicable, its licensor(s)) owns all legal right, title and interest in and all intellectual property and all elements of Tokens and the "deBridge" protocol, or any underlying websites in connection with the distribution and/or usage of Tokens and "deBridge" protocol, including, without limitation all art, designs, systems, methods, information, computer code, software, services, website design, "look and feel", organisation, compilation of the content, code, data and database, functionality, audio, video, text, photograph, graphics, and all other elements of the same (collectively, the "Content"). You acknowledge that the Content are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Content are the copyrighted property of the Foundation (or, as applicable, its licensor(s), and all trademarks, service marks, and trade names associated with Tokens and "deBridge" protocol are proprietary to the Foundation or its licensor(s). Your receipt or use of airdropped Tokens and "deBridge" protocol does not grant you ownership of or any other rights with respect to the aforesaid Content. The Foundation reserves all rights in and to the Content that are not expressly granted to you in these Terms. In particular, you understand and agree that: (i) your usage of Tokens and "deBridge" protocol does not give you any rights or licenses in or to the Content (including, without limitation, the Foundation's copyright in and to the associated art) other than those expressly contained in these Terms; (ii) you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialise any elements of the Content (including, without limitation, any art) without the Foundation's prior written consent in each case, which consent may be withheld at the Foundation's sole and absolute discretion; (iii) you will not apply for, register, or otherwise use or attempt to use any Tokens or "deBridge" protocol trademarks or service marks, or any confusingly similar marks, anywhere in the world without the Foundation's prior written consent in each case, which consent may be withheld at the Foundation's and absolute discretion; and (iv) Tokens and "deBridge" protocol may potentially include intellectual property elements provided by third parties that are subject to separate ownership and/or license terms, in which case those terms will govern such intellectual property rights.

18. The Foundation does not warrant the completeness and accuracy of any information relating to the Foundation or the Airdrop that maybe available online or offline. In the event of any conflict or inconsistency between these Terms and any other information, social media posting, brochure, marketing or promotional material relating to the Airdrop, these Terms shall prevail.

19. All information provided on the Website is for informational purposes only and is not and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Website or obtained through the Website. Before you make any financial, legal, tax, or other decisions with respect to the Airdrop or the Website, you should seek independent, professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

20. These Terms contain the entire agreement between you and the Foundation regarding the Airdrop and supersede all prior and contemporaneous oral and written agreements, memoranda, understandings and undertakings between the parties regarding the Airdrop.

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

22. Claiming Tokens in the Airdrop, using, transacting in, holding, and/or purchasing or selling the Tokens involves a high degree of risk, including unforeseen risks that may not be included below. You should consult with your legal, tax, and financial advisors and carefully consider the risks and uncertainties described below, together with all of the other information in these Terms, before deciding whether to claim Tokens in the Airdrop, use, transact in, hold, purchase, or sell the Tokens:

a. There is significant risk surrounding the ongoing development of regulatory frameworks governing blockchain technology all over the world, including in the United States, and as the blockchain, crypto, and web3 industry continues to grow, the Foundation expects regulatory scrutiny to increase across jurisdictions. The Foundation or the "deBridge" protocol or Tokens may be found to be subject to certain laws or regulatory regimes that could adversely impact you, the "deBridge" protocol, or Tokens. Additionally, laws or interpretations may change and the Foundation or the "deBridge" protocol or Tokens may be subject to new or changed laws or regulations in the future. Any restrictive or prohibitive legislation or regulation on blockchains or digital assets could impair the adoption of the "deBridge" protocol and/or the use of Tokens and adversely affect market sentiment surrounding the "deBridge" protocol and/or Tokens.

b. To the extent licenses, permits, or other authorizations are required in one or more jurisdictions in which the "deBridge" protocol or any front-end user interface or application is deemed to operate, there is no guarantee that the Foundation or another party will be able to secure such licenses, permits, or authorizations in order for the "deBridge" protocol or any front-end user interface or application to continue to operate. Significant changes may need to be made to the "deBridge" protocol to comply with any licensing and/or registration requirements (or any other legal or regulatory requirements) in order to avoid violating applicable laws or regulations or because of the cost of such compliance. Uncertainty in how the legal and regulatory environment will develop could negatively impact the development, growth, and utilization of the "deBridge" protocol and therefore the uses of Tokens.

c. Tokens are designed to be utilised on the "deBridge" protocol. There can be no assurance that Tokens or the "deBridge" protocol will function as intended or as described on any website or in other communications or will be maintained and further developed according to current plans.

d. The "deBridge" protocol is generally comprised of a collection of smart contracts deployed on the relevant blockchain network, which operate in an algorithmic and trustless manners to execute transactions pursuant to pre-programmed software code. The use of smart contracts and programs creates substantial risk exposures. Smart contracts are self-executing once deployed, generally without reliance on a central party, and use experimental cryptography. Smart-contract risks include the following, which may affect adoption, continued use, or functioning of the "deBridge" protocol and thereby your ability to Tokens would include flawed or imprecise code as well as irrevocability of transactions.

e. Cyberattacks and security breaches of the "deBridge" protocol, Tokens or any front-end user interface or application, or those impacting the "deBridge" protocol users or third parties such as decentralized applications or crypto wallets that interact with the "deBridge" protocol or Tokens, could cause you to lose Tokens, or adversely impact the "deBridge" protocol or Tokens.

f. The "deBridge" protocol could be vulnerable in a variety of ways, including but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, governance attacks, exploitable code, or any number of other currently known or novel methods of exploit.

g. Tokens are a new digital asset with no track record, and accordingly will be subject to great price volatility, and may result in loss for holders of Tokens.

h. There is no public market for the Tokens, and the Foundation does not control the development of such a market. A public market may not develop or be sustainable, and you may not be able to sell your Tokens. Furthermore, the Foundation cannot control how Token holders or third-party exchanges or platforms may support Tokens, if at all. Even if a public market for Tokens develops, such a market may be relatively new and subject to little or no regulatory oversight, making it more susceptible to fraud or manipulation.

i. The transfer restrictions on Tokens will remain in place for a significant period of time. Even if a public market does eventually exist, you may not be able to freely sell or transfer your Tokens. If you can freely sell your tokens in a public market after some period of time, the depth and volume in that market may be insufficient for you to sell without substantial price concessions.

j. The "deBridge" protocol relies on active engagement by users to function. The Foundation makes no assurance that the "deBridge" protocol will generate enough interest and user engagement to be viable or continue to be viable. It is not possible at this time to evaluate whether sufficient users will participate in the "deBridge" protocol and whether those users will sustainably and sufficiently engage with and use the "deBridge" protocol for the "deBridge" protocol to function as intended. Users of "deBridge" protocol could mismanage, misuse, or misappropriate aspects of the "deBridge" protocol or Tokens in a manner that is detrimental to you, the "deBridge" protocol, and the broader community of users. This may be adverse to your ability to use Tokens.

k. It is possible that, due to any number of reasons, including but not limited to, lack of interest from users or partners, inability to attract sustained third-party or community contributors to the "deBridge" protocol, an unfavorable fluctuation in the value of digital and fiat assets and currencies, decrease in the utility of Tokens, failure to generate commercial relationships, intellectual property ownership and other challenges, and macroeconomic and crypto-market-specific factors, the "deBridge" protocol may no longer be viable to operate and it may be deprecated or cease to have any functionality, users, or viability.

l. The "deBridge" protocol and Token may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax evasion, sanctions evasion, and scams. If any third party uses the "deBridge" protocol or Tokens to further such illegal activities, that and the legal and regulatory consequences of those activities could negatively impact the development, growth, and utilization of the "deBridge" protocol. While we do not control the activities of the "deBridge" protocol users, the use of the "deBridge" protocol for illegal or improper purposes could subject us, the "deBridge" protocol, or Token holders to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us, the "deBridge" protocol, and/or the Token holders.

m. Due to the new and evolving nature of digital assets and the absence of comprehensive legal guidance with respect to digital asset transactions, the taxation of digital assets is uncertain, and it is unclear what guidance may be issued in the future on the treatment of digital asset transactions for tax purposes. Guidance under, or changes in, the tax laws applicable to of digital assets, including Tokens, or the Foundation and/or its activities and transactions, either directly or through subsidiaries, could adversely impact the value of Tokens or your ability to use or engage in certain types of transactions with Tokens. The Foundation or its subsidiaries may also have tax reporting obligations in various jurisdictions with respect to airdropped Tokens. You should consult a tax advisor with respect to the tax treatment of Tokens generally, and in particular airdropped Tokens in your jurisdiction.

n. Cryptographic tokens and blockchain-based protocols are new and untested technologies. Tokens, as well as the "deBridge" protocol and its design concepts, smart-contract mechanisms, algorithms, codes, and other technical details and parameters may be updated and changed.

In addition to the above risks, there may be other risks associated with your claiming, using, buying, transacting in, and/or holding Tokens, including those which we cannot anticipate or have not specifically enumerated here. Such risks may further materialize as unanticipated variations or combinations of the risks listed above. No person, including the Foundation has an ability or obligation to keep Participants informed of details related to development of the "deBridge" protocol or Tokens.

23. These Terms are governed by the laws of the Cayman Islands, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or related to these Terms, as well as any issue on its validity and existence, shall be referred to and finally resolved by arbitration administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Rules for the time being in force. The seat of the arbitration shall be the Cayman Islands. The Tribunal shall consist of 1 arbitrator, appointed by the Foundation. The language of the arbitration shall be English. You hereby waive all rights to participate in any class action lawsuit or class wide arbitration against the Foundation or its members, directors, officers or stakeholders.

24. You may not assign or transfer all or part of its rights or obligations under these Terms without the prior written consent of the Foundation. The Foundation may refuse to recognise any such assignment, transfer or any other transaction resembling such. The Foundation may assign, as it sees fit and in its full discretion, any of its rights, obligations and duties under these Terms.

25. The Foundation’s failure or delay to exercise or enforce any right or provision of these Terms 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. Any provision in these Terms may be waived by written and signed consent of the Foundation. 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.

26. You may contact us regarding these Terms by e-mail at [email protected].