HeLa Guardian Nodes

Terms and Conditions of Node NFTs and Node NFTs Public Sale

Updated As of 10th September 2024

Unless otherwise stated or if the context otherwise requires, all capitalised terms herein shall have the respective meanings as indicated in Annex 1 of these Terms. Headings in these Terms are included for convenience only and shall not be taken into account in construing these Terms. References to a “Paragraph” and “Annex” are to be construed as references to the paragraphs of and the annexes to these Terms.

  1. General

    1. Please review these Terms and Conditions of Node NFTs and Node NFT Public Sale (the “Terms”) carefully, as they set forth legally binding terms and conditions between you, or if you represent an entity, such entity (for purposes of these Terms, “you” shall hereinafter refer to you as an individual, or if you represent an entity, such entity) and Hela Network Limited, a company incorporated in Seychelles (“Distributor”, “we” or “us”), that govern:

      1. your acquisition of Node NFT(s), whether:
        1. Node NFT(s) are acquired by you directly from Distributor in connection with the Node NFT Public Sale, via either https://guardian.helalabs.com/ “HeLa Sale Platform”) or a Third-Party Sale Platform; or
        2. Node NFT(s) are acquired by you from third parties other than Distributor (“Secondary Acquisition”);
      2. your access and/or use of the HeLa Sale Platform and/or access, use of and/or interaction with the Node NFT Public Sale Smart Contracts to participate in the Node NFT Public Sale to acquire Node NFT(s); and/or
      3. your holding, access and/or use of Node NFT(s) and rights, entitlement, features and/or functions associated therewith subject to limitation/restrictions applicable thereto, including but not limited to Node Operation and/or Node NFT Delegation.

      Each of you and Distributor shall hereinafter be referred to as a “Party”, and collectively, you and Distributor shall hereinafter be referred to as the “Parties”.

    2. In the event you are participating in the Node NFT Public Sale via a Third-Party Sale Platform, you acknowledge and agree that such participation may be subject to such other additional terms and conditions as such Third-Party Sale Platform may impose.

    3. By:

      1. acquiring Node NFT(s) whether in connection with the Node NFT Public Sale or through Secondary Acquisition;
      2. accessing and/or using the HeLa Sale Platform and/or accessing, using and/or interacting with the Node NFT Public Sale Smart Contracts to participate in the Node NFT Public Sale to acquire Node NFT(s); and/or
      3. holding, accessing and/or using Node NFT(s) and rights, entitlement, features and/or functions associated therewith subject to limitation/restrictions applicable thereto, including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith,

      you acknowledge and agree that (i) you have the right and authority to agree to these Terms; (ii) you have read and understood these Terms; and (iii) you agree to be bound by these Terms, which set forth legally binding terms and conditions between you and Distributor.

    4. We may amend these Terms from time to time. Amendments shall take effect from the date the amended terms are published on the HeLa Sale Platform and/or Website. If subsequent to such amendments, you:

      1. acquire Node NFT(s) whether in connection with the Node NFT Public Sale or through Secondary Acquisition;
      2. access and/or use the HeLa Sale Platform and/or access, use and/or interact with the Node NFT Public Sale Smart Contracts to participate in the Node NFT Public Sale to acquire Node NFT(s); and/or
      3. hold, access and/or use Node NFT(s) and rights, entitlement, features and/or functions associated therewith subject to limitation/restrictions applicable thereto, including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith,

      you acknowledge and agree that (i) you have the right and authority to agree to the amendments to these Terms; (ii) you have read and understood the amendments to these Terms; and (iii) you agree to be bound by the amendments to these Terms.

      It is your responsibility to check for the latest version of these Terms prior to acquiring Node NFT(s); accessing and/or using the HeLa Sale Platform and/or accessing, using and/or interacting with the Node NFT Public Sale Smart Contracts; and/or holding, accessing and/or using Node NFT(s) and features and/or functions associated therewith subject to limitation/restrictions applicable thereto, including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith.

    5. We reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to modify, suspend or discontinue such provision or availability for access and/or use of:

      1. the HeLa Sale Platform and Node NFT Public Sale Smart Contracts; and
      2. all the features and/or functions associated with Node NFT(s) including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith,

      and further reserve the right, at any time, temporarily or permanently, in whole or in part, without prior notification and without incurring any liability to you, to modify and/or waive any charges in connection with the Node NFT Public Sale, Node NFT Public Sale Smart Contracts, Node Operation and/or Node NFT Delegation.

      In the event of such modification(s), you may not, or in the event of such suspension or discontinuance you will not, be able to access and/or use (a) the HeLa Sale Platform and/or Node NFT Public Sale Smart Contract to participate in the Node NFT Public Sale; (b) Node NFT(s) and features and/or functions associated therewith subject to limitation/restrictions applicable thereto, including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith.

    6. Node NFTs are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets products, or any other form of regulated investment or investment product in any jurisdiction. These Terms do not constitute a prospectus or an 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, capital markets products, 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 Distributor 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.

    7. Node NFTs are not intended for acquisition by, and/or to be held, accessed and/or used by Disqualified Persons. The HeLa Sale Platform and Node NFT Public Sale Smart Contracts and all the features and/or functions associated with Node NFT(s) including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith, are not intended to be accessed and/or used by Disqualified Persons. Accordingly, if you are a Disqualified Person, you are not eligible to and shall not:

      1. acquire Node NFT(s) whether in connection with the Node NFT Public Sale or through Secondary Acquisition;
      2. access and/or use the HeLa Sale Platform and/or access, use and/or interact with the Node NFT Public Sale Smart Contracts to participate in the Node NFT Public Sale to acquire Node NFT(s); and/or
      3. hold, access and/or use Node NFT(s) and rights, entitlement, features and/or functions associated therewith subject to limitation/restrictions applicable thereto, including but not limited to Node Operation and/or Node NFT Delegation and any smart contract associated therewith.
    8. You are not using, and shall not use, a Virtual Private Network (VPN) or any other privacy or anonymisation tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the acquisition and holding of the Node NFTs.
    9. 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 PARTICIPATE IN THE NODE NFT PUBLIC SALE, OR ACQUIRE ANY TOKENS TO PARTICIPATE IN THE NODE NFT PUBLIC SALE OR SECONDARY ACQUISITION TO ACQUIRE ANY NODE NFT, AND/OR ENGAGE IN NODE OPERATION AND/OR NODE NFT DELEGATION.
    10. In the event that you sell or otherwise transfer your Node NFT(s) to any other person, you shall use best endeavours to notify such recipient of Node NFT(s) of these Terms (as then prevailing), which shall continue to apply to such Node NFT(s) and such recipient.

  2. Eligibility To Participate In Node NFT Public Sale And/or Node Operation And/or Node NFT Delegation

    1. WHERE YOU PARTICIPATE IN THE NODE NFT PUBLIC SALE VIA THE HELA SALE PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT THE SMART CONTRACTS WHICH HAVE BEEN DEVELOPED TO FACILITATE THE SALE AND TRANSFER OF NODE NFTS TO NODE NFT PUBLIC SALE PARTICIPANTS AS PART OF THE NODE NFT PUBLIC SALE ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS BY DISTRIBUTOR (“NODE NFT PUBLIC SALE SMART CONTRACTS”), AND DISTRIBUTOR AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF.
    2. Where you acquired and/or intend to acquire Node NFT(s) by way of participation in the Node NFT Public Sale, you agree and acknowledge that you shall not participate in the Node NFT Public Sale 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 Node NFT Public Sale is not prohibited, restricted, curtailed, hindered, impaired, unauthorised or otherwise adversely affected in any way or in any form or manner, whether in full or in part under any applicable law, regulation or rule in your country of residence or domicile or in any jurisdiction applicable to you.

    3. You are not eligible to participate in and you are not to purchase any Node NFTs in the Node NFT Public Sale and/or engage in Node Operation and/or Node NFT Delegation if:

      1. where you are an individual, you are a citizen of, domiciled in, resident of, or physically present / located in an Excluded Jurisdiction; or
      2. where you are a body corporate, you are a body corporate: (i) which is incorporated in, or operates out of, an Excluded Jurisdiction; or (ii) which is wholly or partially owned by or under the control of (aa) one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; (bb) one or more entities which is incorporated in, or operates out of, an Excluded Jurisdiction; and/or (cc) a Designated Person / Entity; or
      3. you are an individual or body corporate: (i) included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; or (ii) included in the United Nations Lists (UN Lists) or within the ambit any regulations adopted by any jurisdiction relating to or implementing United Nations Security Council Resolutions (“Designated Person / Entity”); or
      4. you are an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from participating in any part of the transactions contemplated in these Terms; or
      5. the Node NFT Public Sale and/or Node Operation and/or Node NFT Delegation is prohibited, restricted, curtailed, hindered, impaired, unauthorised or otherwise adversely affected in any way or in any form or manner whether in full or in part under any applicable law, regulation or rule in your country of residence or domicile or in any jurisdiction applicable to you; or
      6. you are unable to make a true and affirmative representation in respect of the matters set out in Paragraphs 1(q), 8.1(r) and 8.1(s),

      (collectively, the “Disqualified Persons”).

    4. Distributor does not intend to offer any Node NFT to you or have any dealing with you if you are a Disqualified Person. Accordingly, if you are a Disqualified Person, you shall not participate in the Node NFT Public Sale and shall exit the HeLa Sale Platform immediately and you shall refrain from participating in Node Operation and/or Node NFT Delegation.

  3. Node NFT Public Sale

    1. The Node NFT Public Sale Smart Contracts will be made available on the HeLa Sale Platform from such date and time as announced by Distributor (and/or its Affiliates) via the HeLa Sale Platform, until such date and time when all Node NFTs subject of the Node NFT Public Sale are sold, or such other date and time as determined by Distributor (“Node NFT Public Sale Period”).
    2. During the Node NFT Public Sale Period, a total of 50,000 NFTs known as Guardian Node NFTs (“Node NFTs”) (“Node NFT Collection”) shall be made available for sale (“Node NFT Public Sale”) by Distributor to Node NFT Public Sale Participants (subject to the terms and conditions herein) in such tranches (“Tiers”) as determined by Distributor.The price per Node NFT subject of sale in each Tier (which shall be denominated in Distributor-Accepted Digital Assets) (“Node NFT Public Sale Consideration”) shall be announced via the Channels and as stated on the HeLa Sale Platform.
    3. The Node NFT Public Sale Smart Contracts are made available during the Node NFT Public Sale Period to facilitate the Node NFT Public Sale of Node NFTs as allocated, in Distributor’s sole and absolute discretion, to Node NFT Public Sale Participants, subject to a limit of 10 Node NFTs per Tier which may be acquired per Participating Digital Wallet (or such other limit as may be imposed by Distributor).

    4. In order to participate in the Node NFT Public Sale, a Node NFT Public Sale Participant:

      1. must not be deemed ineligible pursuant to the provisions of Paragraph 2;
      2. (where participating in the Node NFT Public Sale via the HeLa Sale Platform) will be required to connect such Node NFT Public Sale Participant’s Participating Digital Wallet to the HeLa Sale Platform;
      3. shall sign a transaction (“Transaction Signing”) to effect a transfer of Node NFT Public Sale Consideration to a wallet address designated by us (where you participate in the Node NFT Public Sale via the HeLa Sale Platform), or by the Third-Party Sale Platform (where you participate in the Node NFT Public Sale via a Third-Party Sale Platform) (as the case may be);
      4. shall claim such Acquired Node NFTs purchased by such Node NFT Public Sale Participant from a smart contract designated by Distributor (“Node NFT Claim Contract”) in accordance with Paragraph 5 below (“Node NFT Claim”); and
      5. must pay / provide for all gas / network transaction fees associated with the foregoing action(s) / transaction(s), which shall be debited from such Node NFT Public Sale Participant’s Participating Digital Wallet.
    5. Subject to the following of this Paragraph 5, the Node NFT Claim Contract shall be made available to Node NFT Public Sale Participants within 90 days after the expiry of the Node NFT Public Sale Period (the date on which the Node NFT Claim Contract is made available, “Node NFT Claim Commencement Date”). At Distributor’s sole and absolute discretion, the Node NFT Claim Contract may be made available to Node NFT Public Sale Participants at such other later date (but no later than 180 days after the expiry of the Node NFT Public Sale Period). The Node NFT Claim Contract shall remain available for Node NFT Claim during the period commencing on the Node NFT Claim Commencement Date and ending on the 1st anniversary of the Node NFT Claim Commencement Date, at {insert date} [•insert timezone], or until such date and time as may be stipulated by Distributor and announced via the Channels (“Node NFT Claim Period”). If, upon the expiry of the Node NFT Claim Period, any Node NFT has not been subject of Node NFT Claim, such unclaimed Node NFT shall, unless otherwise agreed by Distributor, cease to be claimable.
    6. Notwithstanding each Node NFT being unique and that the graphical representation of each Node NFT may generally be unique in attributes, Distributor is entitled to transfer any Node NFT in the Node NFT Collection to Node NFT Public Sale Participant and no Node NFT Public Sale Participant shall be entitled to make a claim for a specific Node NFT from the Node NFT Collection.
    7. You acknowledge, agree, and confirm that there shall be no refund of the Node NFT Public Sale Consideration in respect of any purchase of Node NFTs subject of the Node NFT Public Sale.

  4. Administrative And/or Third-party Charges

    1. The Node NFT Public Sale Consideration 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 participation in the Node NFT Public Sale.
    2. Any administrative and/or third-party charges and/or other transaction fees (if any) incurred in connection with your acquisition and/or intended acquisition of a Node NFT (whether by way of participation in the Node NFT Public Sale or Secondary Acquisition), Node Operation and/or Node NFT Delegation, shall be borne by you.
    3. Any amount(s) of transaction fees (if any) published on the HeLa Sale Platform, Participating Digital Wallet interface, Relevant Wallet interface or such other relevant interface is only indicative, and may not be representative or reflective of the actual amount(s) of transaction fees required for effecting a sale and transfer of Node NFTs subject of the Node NFT Public Sale or Secondary Acquisition, Node Operation, and/or Node NFT Delegation.

  5. Participation In Node NFT Public Sale, Node Operation And/or Node NFT Delegation In Breach Of Terms Or Violation Of Applicable Laws

    In the event that Distributor discovers any attempt by you to:

    1. purport to participate in the Node NFT Public Sale and/or acquire a Node NFT subject of the Node NFT Public Sale other than in accordance with Paragraph 3, or in breach of these Terms;
    2. purport to use, access or hold a Node NFT other than in accordance with, or in breach of, these Terms;
    3. purport to participate in Node Operation and/or Node NFT Delegation other than in accordance with, or in breach of, these Terms; and/or
    4. participate in the Node NFT Public Sale, Node Operation and/or Node NFT Delegation in breach of applicable laws,

    you shall be in material breach of these Terms and you acknowledge and agree that such use, access or holding of a Node NFT, participation in the Node NFT Public Sale, Node Operation and/or Node NFT Delegation (as the case may be) shall be regarded as invalid and/or void ab initio and:

    1. Distributor shall have no obligation to deliver, and you shall have no right to receive, any Node NFT;
    2. you shall, at Distributor’s request, return all Node NFT(s) received/acquired by you, without any entitlement on your part to receive, or obligation on the part of Distributor to provide, any refund for any part of any consideration paid in connection with your purported participation in the Node NFT Public Sale, Node Operation and/or Node NFT Delegation; and
    3. you shall be deemed to have waived all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against the Indemnified Persons (including Distributor) in connection with or arising from such attempted participation in the Node NFT Public Sale, Node Operation and/or Node NFT Delegation and shall further hold harmless the Indemnified Persons (including Distributor) 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 participation in the Node NFT Public Sale, Node Operation and/or Node NFT Delegation.

    IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR PARTICIPATION IN THE NODE NFT PUBLIC SALE, NODE OPERATION AND/OR NODE NFT DELEGATION IS NOT IN VIOLATION OF ANY APPLICABLE LAWS, REGULATIONS OR RULES.

  6. Responsibility To Establish And Maintain Access To Participating Digital Wallet And Relevant Wallet

    1. For purposes of your participation in the Node NFT Public Sale or Secondary Acquisition (including for any receipt of Node NFTs subject of such Node NFT Public Sale or Secondary Acquisition), Node Operation and/or Node NFT Delegation, you shall have the sole responsibility to establish and maintain, in fully operational, secure and valid status, access to your Participating Digital Wallet and/or Relevant Wallet (as applicable) and maintain, in your fully secure possession, the credentials (including private keys) for accessing such Participating Digital Wallet and/or Relevant Wallet (as applicable).
    2. In the event of any hack, exploit, theft or permanent loss of access to your Participating Digital Wallet and/or Relevant Wallet (as applicable) resulting in a loss of digital assets (including Node NFT Public Sale Consideration in the case of the Node NFT Public Sale, or Acquired Node NFTs for which you have effected settlement of the Node NFT Public Sale Consideration) from your Participating Digital Wallet and/or Relevant Wallet (as applicable), you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Distributor and/or any of the other Indemnified Persons.
    3. In the event that you are unable or otherwise fail to receive any Acquired Node NFTs for which you have effected settlement of the Node NFT Public Sale Consideration and effected Node NFT Claim, or any Acquired Node NFTs from third parties pursuant to Secondary Acquisition, or due to malfunction of the underlying protocol(s) or any interface which you use to access the digital assets in your Participating Digital Wallet and/or Relevant Wallet (as applicable), you shall have no right(s), claim(s) or causes of action in any way whatsoever against Distributor and/or any of the other Indemnified Persons whether for any Acquired Node NFT or any Node NFT Public Sale Consideration (in the case of Node NFT Public Sale).

  7. Ownership And Usage Of Acquired Node NFT

    1. YOU ACKNOWLEDGE AND AGREE THAT YOUR OWNERSHIP AND USAGE OF YOUR ACQUIRED NODE NFTS SHALL BE SUBJECT TO THE RIGHTS AND RESTRICTIONS ATTACHING THERETO AS SET OUT HEREIN, INCLUDING THAT YOUR ACQUIRED NODE NFTS SHALL, IN CERTAIN CIRCUMSTANCES PRESCRIBED HEREIN, BE SUBJECT TO RESTRICTIONS ON TRANSFERS, AS WELL AS THE RISK THAT THE RIGHTS/FUNCTIONS/FEATURES ATTRIBUTED TO YOUR ACQUIRED NODE NFTS MAY BE EXTINGUISHED IN ACCORDANCE WITH THESE TERMS.
    2. NOTWITHSTANDING ANY PROVISION OF THIS PARAGRAPH 7, YOU AGREE THAT DISTRIBUTOR SHALL HAVE THE RIGHT TO MODIFY ANY OF THE PROCESSES SET OUT HEREIN WHICH MAY AFFECT THE USE AND/OR ACCESS OF, RIGHTS AND RESTRICTIONS ATTACHING TO ACQUIRED NODE NFTS (INCLUDING BUT NOT LIMITED TO THE PROCESSES CONTEMPLATED IN CONNECTION WITH NODE OPERATION AND/OR NODE NFT DELEGATION), AND ANY SUCH CHANGES SHALL, AS SOON AS REASONABLY PRACTICABLE, BE REFLECTED IN AMENDMENTS TO THESE TERMS (IN ACCORDANCE WITH PARAGRAPH 4). YOU AGREE TO BE BOUND BY SUCH MODIFIED PROCESSES AND AMENDED TERMS, IF ANY.

    3. Subject to your continued compliance with these Terms, Distributor grants you a limited, worldwide, non-exclusive, non-transferable licence (“Node NFT Licence”) to use your Acquired Node NFT(s) solely for the following purposes:

      1. operate the Guardian Node associated with your Acquired Node NFT(s) for the Node Functions (“Node Operation”), in accordance with such technical documentation published by Distributor and/or its Affiliate(s) via the Channel(s) from time to time;
      2. delegate your Acquired Node NFT(s) to Guardian Node(s) (“Node NFT Delegation”), in accordance with such technical documentation published by Distributor and/or its Affiliate(s) via the Channel(s) from time to time

      Except as expressly granted hereunder, no other licence or right in relation to your Acquired Node NFT is granted to you.

    4. As a condition of the Node NFT Licence granted pursuant to Paragraph 3 above, you agree that Distributor (and/or its Affiliates) may collect data relating to your holding, access and/or use of Acquired Node NFT(s), including your Internet Protocol (IP) address, Relevant Wallet address and information on device(s) used to access and/or use such Acquired Node NFT(s). The collection, processing and use of any such data shall be in accordance with the privacy policies of the Distributor in place from time to time.
    5. By your continued access, holding and/or use of Acquired Node NFT(s), you acknowledge and agree that there may be software updates and patches relating to Node NFTs, Node Operation and/or Node NFT Delegation as Distributor (and/or its Affiliates) may require to be implemented from time to time. Your access and/or use of your Acquired Node NFT(s) in accordance with the Node NFT Licence granted pursuant to Paragraph 3 above may be affected, in the event you do not comply with any request or direction of Distributor (and/or its Affiliates) in connection with the implementation of any such software update and/or patch.
    6. The Node NFT Licence granted pursuant to Paragraph 3 above, and any potential rewards and/or benefits (“Node NFT Related Rewards”) in respect of your Acquired Node NFT as may be conferred on you in Distributor’s sole and absolute discretion, shall apply only to the extent that you continue to Own such Acquired Node NFT as held in your Relevant Wallet (in addition to any other activity required to be undertaken by you using your Acquired Node NFT, in respect of Node NFT Related Rewards arising from Node Operation and/or Node NFT Delegation, in accordance with technical documentation published by Distributor and/or its Affiliate(s) via the Channel(s) from time to time). If at any time you sell, transfer, give away or otherwise dispose of your Acquired Node NFT for any reason, the Node NFT Licence granted pursuant to Paragraph 7.3 above shall immediately terminate with respect to you and that Node NFT in accordance with Paragraph 7.7 below and you shall cease to receive Node NFT Related Rewards (if any) with respect to such Node NFT without requiring any notice to you, and you will have no further rights in or with respect to such Node NFT.

    7. The Node NFT Licence granted to you shall terminate in the event of any of the following:

      1. you sell, transfer, give away or otherwise dispose of your Acquired Node NFT for any reason. In the event of a transfer of your Acquired Node NFT to a transferee (In this Paragraph 7, the “Transferee”) in accordance with these Terms, a Node NFT Licence in respect of such Node NFT shall be deemed to be granted by Distributor to the Transferee, with effect from the transfer of such Node NFT to the Transferee;
      2. you are in breach of any of the Terms; or
      3. it has come to the attention of Distributor that any of the representations and warranties given by you are false and/or untrue.
    8. Notwithstanding anything to the contrary in these Terms, the Node NFTs and Guardian Nodes may contain software components which are subject to open source or other business source licensing terms, in which case, such separate licensing terms shall apply to govern the use of such software components.

    9. Where you acquire a Node NFT by way of the Node NFT Public Sale, you acknowledge and agree that the Node NFT shall be subject to a lock-up period (“Lock-Up Period”) of one (1) year from the date of your Node NFT Claim in respect of such Acquired Node NFT. During the Lock-Up Period:

      1. such Acquired Node NFT shall remain incapable of transfer from your Participating Digital Wallet; and
      2. you shall not sell, transfer, give away or otherwise dispose of such Acquired Node NFT, or enter into any agreement or arrangement (including any derivatives arrangement) for or in connection with another person prior to the expiry of the Lock-Up Period for or in connection with, the resale or transfer of such Acquired Node NFT, or under which the economic benefits and risks of such Acquired Node NFT would pass on, to such aforementioned person.

  8. Representations And Warranties

    1. By accepting these Terms, you represent and warrant to Distributor as follows:

      1. you acknowledge and agree that the Node NFTs are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets product, or any other form of regulated investment or investment product in any jurisdiction;
      2. you are not a citizen or resident of a country the laws of which prohibit or conflict with the Node NFT Public Sale, your participation in the Node NFT Public Sale and/or your acquisition of Node NFTs whether by way of the Node NFT Public Sale or Secondary Acquisition, your participation in Node Operation and/or Node NFT Delegation (if applicable);
      3. 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, capital markets product, or any other form of regulated investment or investment product in any jurisdiction or a solicitation for any form of investment in any jurisdiction;
      4. notwithstanding any Node NFT Related Rewards which you may stand to receive, if so distributed, in Distributor’s sole and absolute discretion, you acknowledge and agree that none of the Node NFTs 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 Distributor, Project Group, Project, the Node NFTs, Node Operation and/or Node NFT Delegation;
      5. 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;
      6. 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 Distributor;
      7. you have read and understood all of these Terms including the Annexes hereto;
      8. you are not a Disqualified Person;

      9. 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:

        1. such corporation is duly incorporated and validly existing under the applicable laws; and
        2. you are duly authorised to accept these Terms and procure the performance of obligations hereunder;
      10. 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;

      11. you acknowledge and agree that the Node NFTs are not to be construed, interpreted, classified or treated as:

        1. debentures, stocks or shares issued by Distributor;
        2. rights, options or derivatives in respect of such debentures, stocks or shares;
        3. 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;
        4. units in a collective investment scheme;
        5. units in a business trust;
        6. derivatives of units in a business trust; or
        7. any other security, class of securities or form of investment (whether regulated or otherwise);
      12. you have a basic degree of understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptocurrencies, cryptographic utility tokens, NFTs, blockchain assets, and tokens including the Node NFTs, Node Operation, Node NFT Delegation, blockchain-based software systems, cryptocurrency / cryptographic utility tokens, wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
      13. you are fully aware of, understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with your access/use of the Website, HeLa Sale Platform and/or Node NFT Public Sale Smart Contracts to participate in the Node NFT Public Sale, effect settlement of the Node NFT Public Sale Consideration payable by you in respect of your Node NFT purchase and/or acquiring of Node NFTs (whether through the Node NFT Public Sale or Secondary Acquisition) and/or Node Operation and/or Node NFT Delegation by you, and/or the use of your digital wallets (including your Participating Digital Wallet and/or Relevant Wallet) in connection therewith;
      14. these Terms constitute legal, valid, and binding obligations on you, enforceable in accordance with its terms and neither the purchase of, nor receipt, nor holding of Node NFTs, nor Node Operation, nor Node NFT Delegation by you is in breach or contravention of any applicable law, regulation or rule in your jurisdiction;
      15. 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 participation in the Node NFT Public Sale and/or your acquisition of Node NFTs (whether through the Node NFT Public Sale or Secondary Acquisition) and/or Node Operation and/or Node NFT Delegation by you, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect;
      16. the Node NFT Public Sale Consideration that you will use to purchase Node NFT(s) under the Node NFT Public Sale and/or any amount paid by you in connection with Node Operation and/or Node NFT Delegation by you is not directly or indirectly derived from any activities prohibited under 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;

      17. none of you or (and in the case where you are accepting these Terms on behalf of a corporation) any of your related corporations (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 related corporations is an individual or entity that is, or is owned or controlled by an individual or entity that:

        1. is listed by the Monetary Authority of Singapore as designated individuals or entities defined in the respective regulations promulgated under the Monetary Authority of Singapore Act 1970 of Singapore, the United Nations Act 2001 of Singapore, the Variable Capital Companies Act 2018 of Singapore, or the Terrorism (Suppression of Financing) Act 2002 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 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, HM Treasury of the United Kingdom or similar sanctions administered or imposed by the government of any other country (collectively, the “Sanctions”);
        3. is located, organized or resident in a country or territory that is the subject of such Sanctions (including, without limitation, the Central African Republic, the Democratic People’s Republic of Korea, the Democratic Republic of Congo, Iran, Libya, Mali, Somalia, South Sudan, Sudan and Yemen) (“Sanctioned Countries”); 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;
      18. 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 Node NFT Public Sale and/or acquisition of Node NFT(s) and/or engaging in Node Operation and/or Node NFT Delegation 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;
      19. where you are participating in the Node NFT Public Sale, you have sufficient Node NFT Public Sale Consideration to participate in the Node NFT Public Sale;
      20. your Acquired Node NFT(s) and any Node NFT Related Rewards 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;
      21. you are acquiring your Acquired Node NFT(s) 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;
      22. you bear the sole responsibility to determine what tax implications your participation in the Node NFT Public Sale and/or your receipt of your Acquired Node NFT(s) and/or Node Operation and/or Node NFT Delegation may have for you and agree not to hold Distributor or any other person involved in the Node NFT Public Sale and/or creation and distribution of the Node NFT(s) liable for any tax liability associated with or arising therefrom;
      23. you agree and acknowledge that Distributor 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;
      24. you waive the right to participate in a class action lawsuit or a class wide arbitration against Distributor and/or any person involved in the Node NFT Public Sale and/or the creation and distribution of the Node NFT(s); and
      25. 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 notwithstanding the receipt by you of any Acquired Node NFT(s).

    2. Distributor does not make, and hereby disclaims, any representation or warranty in any form whatsoever, including any representation or warranty in relation to:

      1. the information set out on the Channels or any other place;
      2. Distributor and the Project Group;
      3. the Project;
      4. the Node NFT Public Sale;
      5. the Node NFTs;
      6. the Node NFT Licence; and/or
      7. any digital wallet (including, but not limited to, Participating Digital Wallet and Relevant Wallet).

  9. Disclaimers

    HeLa Sale Platform, Node NFT Public Sale Smart Contracts and Other Smart Contracts
    1. IN ACCESSING AND/OR USING THE HELA SALE PLATFORM, THE NODE NFT PUBLIC SALE SMART CONTRACTS AND/OR ANY OTHER SMART CONTRACTS CONTEMPLATED HEREIN, YOU ACKNOWLEDGE AND AGREE THAT:
      1. THE HELA SALE PLATFORM, NODE NFT PUBLIC SALE SMART CONTRACTS AND SUCH OTHER SMART CONTRACTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DISTRIBUTOR AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
      2. DISTRIBUTOR AND/OR ITS AFFILIATES HAVE NOT MADE AND MAKE NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT THE HELA SALE PLATFORM, NODE NFT PUBLIC SALE SMART CONTRACTS AND/OR SUCH OTHER SMART CONTRACTS WILL MEET YOUR REQUIREMENTS, OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
      3. YOU SHALL HAVE NO CLAIM AGAINST DISTRIBUTOR AND/OR ITS AFFILIATES IN RESPECT OF ANY LOSS SUFFERED BY YOU IN RELATION TO OR ARISING FROM YOUR ACCESS AND/OR USE OF THE HELA SALE PLATFORM, NODE NFT PUBLIC SALE SMART CONTRACTS AND/OR SUCH OTHER SMART CONTRACTS.

      Participating Digital Wallet and Relevant Wallet

    2. IN ACCESSING AND/OR USING A PARTICIPATING DIGITAL WALLET TO PARTICIPATE IN THE NODE NFT PUBLIC SALE AND/OR A RELEVANT WALLET TO RECEIVE AND/OR HOLD ACQUIRED NODE NFTS, YOU ACKNOWLEDGE AND AGREE THAT:
      1. PARTICIPATING DIGITAL WALLET AND/OR RELEVANT WALLET HAS BEEN DEVELOPED AND PROVIDED BY PERSON(S)/ENTITY(IES) OTHER THAN DISTRIBUTOR AND ITS AFFILIATES, AND DISTRIBUTOR AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
      2. DISTRIBUTOR AND ITS AFFILIATES HAVE NOT MADE AND MAKE NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT ANY PARTICIPATING DIGITAL WALLET AND/OR RELEVANT WALLET WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
      3. YOU SHALL HAVE NO CLAIM AGAINST DISTRIBUTOR AND/OR ITS AFFILIATES IN RESPECT OF ANY LOSS SUFFERED BY YOU IN RELATION TO OR ARISING FROM YOUR ACCESS AND/OR USE OF ANY PARTICIPATING DIGITAL WALLET AND/OR RELEVANT WALLET.
    3. To the maximum extent permitted by all applicable laws, regulations, and rules and except as otherwise provided in these Terms, Distributor hereby expressly disclaims its liability and shall in no case be liable to you or any person for:
      1. any transfer of your Acquired Node NFT(s);
      2. the Node NFT Public Sale Consideration used in your participation in the Node NFT Public Sale 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;
      3. use of your Acquired Node NFT(s) and/or any Node NFT Related Rewards 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;
      4. any purported acquisition of Node NFT(s), whether through the Node NFT Public Sale or Secondary Acquisition, any purported Node Operation and/or Node NFT Delegation being regarded as invalid and/or void ab initio;
      5. any failure, malfunction or breakdown of, or disruption to, the HeLa Sale Platform, Node NFT Public Sale Smart Contracts or other smart contracts contemplated herein, the operation of the Website, HeLa Sale Platform, Guardian Nodes, any digital wallet (including but not limited to any Participating Digital Wallet or Relevant Wallet), Acquired Node NFT(s) or any technology (including but not limited to smart contract technology) on which the HeLa Sale Platform, Node NFT Public Sale Smart Contracts or other smart contracts contemplated herein, the Website, HeLa Sale Platform, Guardian Nodes, any digital wallet (including but not limited to any Participating Digital Wallet or Relevant Wallet), Node NFT(s), the Project Group and/or the Project relies on, due to occurrences of forks, hacks, exploits, 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;
      6. 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 Project Group, the Project, the Node NFTs, Guardian Nodes, your Participating Digital Wallet and/or Relevant Wallet, and/or such other technology which the Node NFT Public Sale and/or Node Operation and/or Node NFT Delegation relies on, due to occurrences of forks, hacks, exploits, 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;
      7. any virus, error, bug, flaw, defect or otherwise adversely affecting the operation, functionality, usage, storage, transmission mechanisms, transferability or tradeability and other material characteristics of the Node NFTs;
      8. decreases or volatility in traded prices or lack of trading liquidity for any NFTs (including Node NFTs) in any forum;
      9. failure or unfitness of any NFTs (including Node NFTs) for any specific purpose;
      10. the manner of utilisation of the Node NFT Public Sale Consideration received by Distributor from the Node NFT Public Sale or otherwise burned;
      11. failure to disclose information relating to the progress of the Node NFT Public Sale;
      12. loss of possession of the credentials for accessing, or loss or destruction of the private keys of, your digital wallet (including but not limited to Participating Digital Wallet and/or Relevant Wallet) in any manner and to any extent;
      13. any cessation or disruption of trading of the Node NFTs by any forum;
      14. any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of the Node NFTs, and/or of Node Operation and/or Node NFT Delegation;
      15. any risks associated with the Node NFT Public Sale Smart Contracts or other smart contracts contemplated herein, the Channels, the Project, the Node NFT Public Sale and/or Secondary Acquisition of Node NFT(s), the receipt and holding of any Acquired Node NFTs, Node Operation, Node NFT Delegation and any digital wallets (including but not limited to your Participating Digital Wallet and/or Relevant Wallet); and
      16. all other risks, direct, indirect or ancillary, whether in relation to the Node NFT Public Sale Smart Contracts or other smart contracts as contemplated herein, the Channels, Distributor, Project Group, the Project, the Node NFT Public Sale and/or Secondary Acquisition of Node NFT(s), the Node NFTs, Node Operation, Node NFT Delegation and any digital wallets (including but not limited to your Participating Digital Wallet and/or Relevant Wallet), which are not specifically or explicitly contained in or stated in these Terms.
      17. In the event of any exploit, hack or theft or other act resulting in a loss of digital assets (including your Acquired Node NFTs, Node NFT Public Sale Consideration and/or any Node NFT Related Rewards), or loss of access to your digital wallets (including but not limited to your Participating Digital Wallet and/or Relevant Wallet), you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against Distributor and/or any of the other Indemnified Persons.
      18. In the event Distributor discovers that you, in your participation in the Node NFT Public Sale, Node Operation, Node NFT Delegation and/or any other transaction contemplated hereunder, have engaged in unfair, excessive or abusive usage or conduct, Distributor reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect Distributor from losses, damages, harm or degradation of any form and manner.

  10. Limitation Of Liability And Indemnification

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

      1. Distributor and all of the other 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 any transaction as contemplated by these Terms;
      2. in any event, the aggregate liability of Distributor and all of the other Indemnified Persons, in tort, contract or otherwise, arising out of or in connection with any transaction as contemplated by these Terms shall be limited to such amount paid by you to Distributor in your acquisition of Node NFT(s), and shall be payable in HLUSD or HeLa Tokens.
      3. 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.
    2. To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold Distributor and/or all of the other 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 Distributor or the other Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder.

  11. No Assignment

    Subject to these Terms, only you and no other person shall have the right to any claim against Distributor and/or all of the other Indemnified Persons in connection with your participation in the Node NFT Public Sale and/or your Acquired Node NFT(s), and/or Node Operation and/or Node NFT Delegation in respect of your Acquired Node NFT(s). 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 Distributor to the assignee or transferee. Distributor may assign any right under these Terms to any person without notice to you.

  12. Intellectual Property Rights

    1. Save as expressly provided herein, 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 Node NFT Public Sale Smart Contracts and other smart contracts contemplated herein, the Channels, Distributor, Project Group, the Project, the Node NFT Public Sale and/or Acquired Node NFTs.
    2. There are no implied licences under these Terms, and any rights not expressly granted to you hereunder are reserved by Distributor

  13. No Waiver

    Any failure of Distributor 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 Distributor to assert any right(s), claim(s) or causes of action against you.

  14. Entire Agreement

    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 Node NFTs and Node NFT Public Sale.

  15. Taxes

    1. Your acquisition, receipt and holding of Acquired Node NFT(s) by you and/or your participation in any other transaction contemplated hereunder (including Node Operation and/or Node NFT Delegation, and/or receipt of Node NFT Related Rewards), may be subject to applicable taxes in applicable jurisdictions, for which you shall be solely responsible (“Payable Tax”).
    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.
    3. Distributor 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.

  16. Communications With Distributor

    1. Any communication between you and Distributor shall be by electronic means, through electronic mail ([email protected]). Any notification from Distributor may be in the form of notifications from Distributor through any of the Channels, or such other communication channel as Distributor may otherwise elect.

    2. You:

      1. consent to receive communications from Distributor in any electronic form; and
      2. acknowledge and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Distributor provides to you electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.

  17. Governing Law And Jurisdiction

    1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without reference to any conflict of law provisions, and the obligations, rights and remedies of the Parties herein shall be determined in accordance with such laws.
    2. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved in Singapore by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) 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 Singapore. The tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitral proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. You and Distributor shall be responsible for your respective attorneys’ fees and expenses. This arbitration agreement shall be governed by the laws of the Republic of Singapore.
    3. Each of the Parties irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process pursuant to Paragraph 2 of these Terms, including if necessary the grant of interlocutory relief pending the outcome of that process.

  18. Rights Of Third Parties

    1. Subject to Paragraph 2, the Contracts (Rights of Third Parties) Act 2001 of Singapore, as may be modified, amended or supplemented from time to time, shall apply to these Terms.
    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.

  19. Severance And Partial Invalidity

    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.
    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

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

    “Acquired Node NFTs” means Node NFTs acquired by way of the Node NFT Public Sale and/or Secondary Acquisition.

    “Affiliate”, with respect to any person, means any other person directly or indirectly controlling, controlled by or under common control with such person.

    “Approvals” has the meaning ascribed to it in Paragraph 8.1(o).

    “Channels” means the HeLa Sale Platform, the Website, the social media channels (including Discord and X (Twitter)) associated with the Project or any other online channel of the Project, the account of which is held by Distributor or its Affiliate(s).

    “Designated Person / Entity” has the meaning ascribed to it in Paragraph 2.3(c).

    “Disqualified Persons” has the meaning ascribed to it in Paragraph 2.3.

    “Distributor-Accepted Digital Assets” means ETH on the Arbitrum network, ETH on the HeLa Chain network, or such other digital asset-type and on such network as Distributor may agree.

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

    “Excluded Jurisdiction” means any of the following jurisdictions:

    1. a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF’s listing of “High-risk and Other Monitored Jurisdictions” accessible at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/increased-monitoring-june-2024.html or “Jurisdictions Subject to a Call for Action” accessible at https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Call-for-action-june-2024.html; and
    2. a jurisdiction (including but not limited to the Sanctioned Countries) in which the Node NFT Public Sale, acquisition of Node NFT(s), Node Operation and/or Node NFT Delegation 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.

    “Guardian Nodes” means the nodes responsible for monitoring and validating network data (“Node Functions”) on the HeLa Chain and such other supported blockchain networks.

    “HeLa Chain” means the layer-1 blockchain developed and deployed by Distributor’s Affiliate(s), as further described at https://helalabs.com/.

    “HeLa Sale Platform” has the meaning ascribed to it in Paragraph 1.1(a)(i).

    “Indemnified Persons” means Distributor and its Affiliates.

    “Own” in respect of a Node NFT Holder’s Acquired Node NFT, means a Node NFT which such Node NFT Holder has acquired (whether by way of the Node NFT Public Sale or Secondary Acquisition), where proof of acquisition of such Acquired Node NFT is recorded on the relevant blockchain network.

    “NFTs” means non-fungible tokens.

    “Node NFTs” has the meaning ascribed to it in Paragraph 3.2.

    “Node NFT Claim” has the meaning ascribed to it in Paragraph 3.4(d).

    “Node NFT Claim Period” has the meaning ascribed to it in Paragraph 3.5.

    “Node NFT Claim Commencement Date” has the meaning ascribed to it in Paragraph 3.5.

    “Node NFT Claim Contract” has the meaning ascribed to it in Paragraph 3.4(d).

    “Node NFT Collection” has the meaning ascribed to it in Paragraph 3.2.

    “Node NFT Delegation” has the meaning ascribed to it in Paragraph 7.3(b).

    “Node NFT Holder” means a holder of a Node NFT who Owns such Node NFT.

    “Node NFT Licence” has the meaning ascribed to it in Paragraph 7.3.

    “Node NFT Public Sale” has the meaning ascribed to it in Paragraph 3.2.

    “Node NFT Public Sale Consideration” has the meaning ascribed to it in Paragraph 3.2.

    “Node NFT Public Sale Participants” means persons/entities participating in the Node NFT Public Sale.

    “Node NFT Public Sale Period” has the meaning ascribed to it in Paragraph 3.1.

    “Node NFT Public Sale Smart Contracts” has the meaning ascribed to it in Paragraph 2.1.

    “Node Operation” has the meaning ascribed to it in Paragraph 7.3(a).

    “Participating Digital Wallet” of a Node NFT Public Sale Participant means a digital wallet that has been whitelisted (where required by Distributor) in accordance with the processes implemented by Distributor prior to the Node NFT Public Sale, and which is compatible with the blockchain(s) associated with the Node NFTs, the Node NFT Public Sale Consideration and the HeLa Sale Platform, and:

    1. in respect of which the private keys of such blockchain address are held, owned and/or controlled by such Node NFT Public Sale Participant; and
    2. (in the case of participation in the Node NFT Public Sale via the HeLa Sale Platform) used by such Node NFT Public Sale Participant to connect to the HeLa Sale Platform, from which the Node NFT Public Sale Consideration is transferred to a blockchain address designated by Distributor; or
    3. (in the case of participation in the Node NFT Public Sale via a Third-Party Sale Platform) used by such Node NFT Public Sale Participant to connect to a Third-Party Sale Platform, from which the Node NFT Public Sale Consideration is transferred to a blockchain address designated by such Third-Party Sale Platform.

    “Payable Tax” has the meaning ascribed to it in Paragraph 15.1.

    “Project” means the HeLa project as described at the Website.

    “Project Group” means Distributor and its Affiliates.

    “Relevant Wallet” of a Node NFT Holder means a digital wallet that is compatible with the blockchain(s) associated with the Node NFTs, (a) in respect of which the private keys of such blockchain address are held, owned and/or controlled by such Node NFT Holder; and (b) at which such Node NFT Holder receives and/or holds Node NFT(s) acquired other than by way of the Node NFT Public Sale (including by way of Secondary Acquisition).

    “Sanctioned Countries” has the meaning ascribed to it in Paragraph 8.1(q)(iii).

    “Sanctions” has the meaning ascribed to it in Paragraph 8.1(q)(ii).

    “Secondary Acquisition” has the meaning ascribed to it in Paragraph 1.1(a)(ii).

    “Third-Party Sale Platform” means any third-party platform duly authorised by Distributor to facilitate payment of the Node NFT Public Sale Consideration in the Node NFT Public Sale, as announced via the Channels.

    “Transaction Signing” has the meaning ascribed to it in Paragraph 3.4(c).

    “Website” means https://helalabs.com/.

  2. In these Terms, a reference to:

    1. Distributor includes a reference to its duly authorised agents and/or delegates;
    2. a person includes a reference to any individual, body corporate, unincorporated association or partnership;
    3. an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;
    4. the masculine gender includes the feminine and neuter genders and vice versa;
    5. the singular includes the plural and vice versa; and
    6. 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.
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