Terms of Acquisition ($PION)

Here are terms of acquisition for $PION Tokens.

First published on: [14.10.2023]

Last revised on: [14.10.2023]

These Terms of Acquisition of $PION Tokens together with any documents expressly incorporated by reference (“Terms”) regulate the allocation (“airdrop”) of additional $PION Tokens between MUON LABS AG, a company incorporated and registered in Marshall Islands with registration number 108777 and address Trust Company Complex, Ajeltake Road Ajeltake, Island Majuro, Republic of the Marshall Islands, MH 96960 (the “company” or “we”) and you as the receiver of additional $PION Tokens (as defined below). You and the Company are each a “Party” and, together, the “Parties” to these Terms.

Please read These Terms carefully as they constitute a legally binding agreement between you and the Company. By accepting the acquisition of $PION Tokens you agree to be bound by these Terms. If you do not agree with all of the provisions of these Terms, or any of these Terms is unacceptable for you, you must not accept these Terms.

We reserve the right, at our sole discretion, to change or modify these Terms at any time for any reason without your consent and without prior notice to you. Any and all changes or modifications will become effective immediately upon publication on the Platform (with the “Last Revised” date on the top) and you agree and acknowledge that you will not be explicitly notified about possible amendments and modifications. Note that these terms only govern the acquisition of additional $PION Tokens in accordance with these terms and do not govern the use of our website, accessible at https://muon.net (“Website”), MUON Protocol platform (“Platform”) or any products or services offered on or through the Website and/or the platform, which are subject of other terms, as published on the Website and/or the platform.

If you have any questions regarding these Terms please contact us at [email protected].

1. Interpretation and Definitions

1.1

The following capitalized terms shall have the meanings hereinafter assigned to them unless the context clearly otherwise requires:

“Airdrop” shall mean the acquisition of additional $PION Tokens outside of Pre-sale, Community Sale or SAFT agreements from the Company to the Receiver.

“$MUON Token” shall mean the Company’s MUON utility token as specified in the Project Documentation (https://docs.muon.net/muon-network/tokenomics/usdmuon).

“$PION Token” shall mean an Company’s PION utility token as specified in the Project Documentation (https://docs.muon.net/muon-network/tokenomics/usdpion) and offered to and received by you in accordance with these Terms.

“PION Network” shall mean all

“Alice Test Program” shall mean the Company’s test program for the Project as specified in the Project Documentation (https://docs.muon.net/muon-network/muon-nodes/joining-alice-v2) and accessible through https://alice-v2.muon.net/ & https://alice.muon.net

“bonPION NFT” shall have the meaning as set out in Clause 3.3 of these Terms;

“Claim” shall have the meaning as set out in the Clause 7.1 of these Terms;

“Community Sale” shall mean the community sale of $MUON Tokens conducted via https://presale.muon.net/ or https://app.deus.finance/muon-presale.;

“Company” or “we” shall have the meaning as set out in the preamble of these Terms;

“Delivery Date” shall have the meaning as set out in Clause 3.5 of these Terms;

“Last revised” shall mean the latest version of these Terms denoted by its date positioned at the top of the document;

“NFT(s)” shall mean non-fungible token(s);

“Platform” shall mean the MUON Protocol platform located at https://muon.net with any future modifications that the Company is developing;

“Pre-sale” shall mean the presale of $MUON Tokens via “SAFT” or “Community Sale”;

“Project Documentation” shall mean the Project’s whitepaper, gitbook (https://docs.muon.net/), and the Website (https://muon.net) as well as any other websites or project documents referenced therein and obtained and reviewed in detail any and all other material, prospectus, information and documents provided before the acquisition of $PION Tokens.

“Project” shall mean the Company’s project MOUN Protocol, available via the Website.

“Received Amount” shall have the meaning as set out in Clause 3.1 of these Terms.

“Receiver” or “you” shall mean you, the purchaser of $MUON Tokens on the basis of either SAFT, or Community Sale, or the participant of Alice Test Program; and the receiver of $PION Tokens in accordance with these Terms.

“SAFT” shall mean The Simple Agreement for Future Tokens for the project “Muon Protocol””, which was conducted between you and the Company;

“Terms” shall mean these Terms of Acquisition of $PION Tokens, including any other documents incorporated herein by reference;

“Token Generation Event” refers to the day the $PION or $MUON tokens are created on the blockchain and made available to the public;

“VAT” means value added tax of relevant jurisdiction(s), if applicable.

“Wallet” shall mean your wallet as specified in the SAFT;

“Website” shall mean the Company’s website located at https://muon.net;

2. Participants in the Alice Test Program

2.1

If you were offered $PION Tokens on the basis of being a participant in the Alice Test Program, these Terms apply to you in their entirety unless explicitly stated otherwise.

3. Acquisition of $PION Tokens

3.1

Acknowledgement: By agreeing to these Terms, you ("the Receiver") acknowledge and accept the receipt of the $PION Token as an Airdrop. Amount of received $PION Tokens you are entitled to under such Aidrop shall be determined by the Company in relation to your contributions and previous purchase of $MUON Tokens made via Pre-sale, SAFT, or through participation in the Alice Test Program. The quantity of $PION Tokens allocated to you is based on the price you paid during the initial $MUON Tokens purchase in the MUON Token Sale, for which the Company accepted payment under the SAFT or Pre-sale terms (herein referred to as the "Received Amount"). Additionally, allocations may be influenced by your participation in the Alice Test Program, as detailed in the Reward Plan available at [https://medium.com/muon/alice-muons-test-network-93cec67394df]. Token allocations are also adjusted for network influence, meaning that participants with more significant holdings may be subjected to a modified airdrop formula. This distribution strategy aims to ensure the PION Network's stability and security by appropriately balancing token distribution.The projected distribution is slated for the period from October 14th to 25th, 2023.

3.2

No Payment: No additional purchase price shall be paid by the Receiver for the Received Amount of $PION Tokens as they will be delivered in the form of Airdrop (subject to acceptance of these Terms)

3.3

Issuance: The Received Amount shall be issued to the Receiver via a bonPION NFT, which will hold the Received Amount (of $PION Tokens). The Receiver shall not be able to transfer the bonPION NFT in the period of 6-18 months upon receipt of the NFT. During this period the Receiver cannot claim the Received Amount (of $PION Tokens), which is stored within the bonPION NFT. However, they retain the ability to stake the bonPION NFT to earn additional $PION Tokens.

3.4

Claim: The Receiver will be able to claim the Received Amount in the period of 6-18 months upon receiving the bonPION NFT. To claim the Received Amount the Receiver must accept and agree to these Terms. The Receiver explicitly agrees and acknowledges that the Received Amount will be unlocked and made available to the Receiver after the Receiver will successfully claim the $PION Tokens in accordance with this Section.

3.5

Delivery of $PION Tokens: BonPION NFT is to be delivered immediately after the Token Generation Event, which is expected to occur in the middle of October 2023 (“Delivery Date”). After the Receiver has successfully claimed the $PION Tokens in accordance with Section 3.4, the $PION Tokens will be immediately transferred to the Receiver’s Wallet.

3.6

Delivery Conditions of $MUON Tokens: These Terms supersede the delivery conditions for $MUON Tokens as outlined in the SAFT (in particular, Section 1, including the acknowledgments and representations in the fourth paragraph of Section 3 of the SAFT), the Pre-Sale and the Community Sale. By accepting these Terms, you explicitly acknowledge and agree the delivery of $MUON Tokens will adhere to this Section of these Terms. We will not be liable to you for any delay in the delivery of $MUON Tokens as per SAFT, Pre-sale and Community Sale terms. Furthermore, we will not be liable for any delay in the delivery of $MUON Tokens in accordance with any communicated delivery date, which includes, but is not limited to, information conveyed through blog posts and our Website. For avoidance of any doubt, this Section does not apply to participants in the Alice Test Program.

3.7

Delivery of $MUON Tokens: $MUON Tokens will be released and delivered to the Receiver’s Wallet when PION Network achieve economical and technical stability. The Receiver acknowledges and agrees that the delivery of the $MUON Tokens is expressly conditioned upon the achievement of both economic and technical stability of PION Network, as determined by our technical team. Until the stability criteria for PION Network are met, the issuance of MUON tokens shall remain suspended. For avoidance of any doubt, this Section does not apply to participants in the Alice Test Program.

4. Receiver’s Rights and Obligations

4.1

Staking Tiers: By acquiring $PION Tokens via bonPION NFT, the Receiver was assigned to a staking tier (Tier 1) for Pre-sale & Alice Test Program participants or (Tier 2) for SAFT receivers . This staking tier determines the maximum amount of $PION Tokens they can stake and the corresponding rewards they are eligible to receive. BonPION NFT holders have the ability to increase their Staking Tier by completing various tasks and uniqueness verifications as outlined in https://docs.muon.net/muon-network/muon-nodes/joining-alice-v2/uniqueness-verification.

4.2 The Receiver shall actively support and promote the Project. By doing so, the Receiver will be eligible to receive certain awards, as specified in the Project Documentation, based on the amount of $PION Tokens in the bonPION NFT and their staking tier.

4.3 If the Receiver does not actively support and promote the Project, or acts maliciously and/or endangers the security within the network, the Company reserves the right to revoke the Receivers staking tier and/or withhold any awards.

5. Receiver’s Acknowledgements, Representations and Warranties

5.1

By accepting these Terms, the Receiver, who concluded the SAFT with the Company, represents and warrants:

a) that they have carefully read and agreed to terms and conditions stipulated in the SAFT and all other forms of prior communication between them and the Company:

b) that all disclaimers, limitations, and warnings as set out in the SAFT shall unequivocally apply to the acquisitions of $PION tokens.

5.2

By accepting these Terms, the Receiver, who participated in the Pre-sale or Community Sale, represents and warrants:

a) that they have carefully read and agreed to terms and conditions of the Pre-sale and Community Sale and all other forms of prior communication between them and the Company;

b) that all disclaimers, limitations, and warnings stated in the Pre-sale or Community shall unequivocally apply to the acquisition of $PION tokens.

5.3

By accepting these Terms, the Receiver, who participates in the Alice Test Program, represents and warrants:

a) that they have carefully read and agreed to terms and conditions of the Alice Test Program and all other forms of prior communication between them and the Company;

b) that all disclaimers, limitations, and warnings outlined in the Alice Test Program terms shall unequivocally apply to the acquisition of $PION tokens. For the avoidance of any doubt, that includes the right of the Acknowledgement and Liquidation Rights clause as outlined in the Alice Test Program terms.

5.4

The Receiver guarantees that it has read these Terms and that it has sufficient knowledge and understanding of functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, token storage facilities (including digital token wallets), blockchain technology, blockchain-based software systems and cryptocurrency markets to understand the provisions of these Terms. The Receiver further acknowledges that it has been provided with the opportunity to address any questions regarding these Terms to the Company and has obtained sufficient information about the potential future use and functionality and value of $PION Tokens to make an informed decision.

5.5

The Receiver (if natural person) represents and warrants to be at least 18 years of age and of the age of majority under the laws of its jurisdiction.

5.6

The Receiver represents and warrants that it has full legal capacity, power and the necessary authority to enter into binding Terms with the Company and to perform the obligations set out herein.

5.7

If acquiring $PION Tokens as a corporate entity including, without limitation, any company or partnership (or another type of legal entity that is not a natural person), such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established.

5.8

Entry into binding Terms with the Company and the execution and the delivery of these Terms, will not result in any breach of, be in conflict with, or constitute a material default under:

a) any provision of constitutional or organizational documents applicable to the Receiver (in the case of a corporate entity including, without limitation, any company or partnership);

b) any provision of any judgment, decree or order imposed on the Receiver by any court or governmental or regulatory authority or any applicable laws;

c) any material agreement, obligation, duty or commitment to which the Receiver is a party or by which it is bound.

5.9

The Receiver guarantees that acquiring $PION Tokens under the provisions of these Terms is not unlawful or prohibited under the laws (including any statues, rules or policies) of Receiver’s jurisdiction or under the laws of any other jurisdiction to which the Receiver may be subject and any contribution will be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which the Receiver may be subject in any relevant jurisdiction).

5.10

The Receiver fully understands and acknowledges the content of the Project Documentation provided by the Company and guarantees that it has done its own research and due diligence regarding the acquisition of $PION Tokens. The Receiver guarantees that it has consulted with qualified legal, tax and financial advisors regarding tax implications of the acquisition of $PION Tokens under these Terms. The Receiver further guarantees that it has concluded these Terms on the basis of its own research and due diligence and its consultations with legal, tax and financial advisors that the acquisition of the $PION Tokens is a fiscally responsible decision.

5.11

The Receiver understands and acknowledges that no regulatory authorities were notified about the acquisition of $PION Tokens and that the intended acquisition and use of $PION Tokens was not reviewed by any regulatory authority and no approval or permission was acquired. The Receiver guarantees that it will not acquire the $PION Tokens if the acquisition of $PION Tokens is considered a public offering in the country or jurisdiction where purchase takes place.

5.12

The Receiver understands and accepts that acquisition of $PION Tokens involves a high degree of speculation and that the acquisition may result in the loss of the entire received value of $PION Tokens. The risks include, without limitation, the risk of:

a) technology failure or malfunction;

b) lack of interest in the $PION Token and/or the Project;

c) changes in applicable laws;

d) commercial risks of being unable to finalize the Project;

e) high volatility of the crypto-markets.

5.13

The Receiver understands and accepts that:

a) the Company shall not in any way be liable for any losses or damages incurred as a result of acquiring of $PION Tokens by the Receiver;

b) no representation is being made as to the business or prospects of the Company, the Project or the future value of the $PION Tokens;

5.14

The Receiver understands and acknowledges that the value of $PION Tokens is not guaranteed and that it could reduce to zero. The Receiver further guarantees that its decision to acquire the $PION Tokens is based on the planned use of the $PION Tokens, whereas the future profit from the sale or exchange of $PION Tokens is not a consideration in its decision.

5.15

The Receiver understands and accepts that the possession of $PION Tokens does not provide any right of ownership or other interest in the Company or the Project. $PION Tokens are not intended to be a representation of currency or money, security, commodity, bond or any other financial instrument or investment.

5.16

The Receiver is not a citizen or resident or domiciled or green card holder in any territory under the jurisdiction of United States of America, including any state of the United States of America or the District of Columbia (the “USA”) or Canada, the People’s Republic of China, Republic of Korea, Singapore, Bosnia, Albania, Belarus, Burma, Cote D'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe or any other country or territory included in the OFAC or any other US, UN, EU or other applicable Sanctions List; and the Purchaser undertakes not to offer or sell the Tokens to any person from such jurisdiction or territory.

5.17

The Receiver is not the subject of any sanctions administered or enforced by any country, government or international authority nor is the Receiver a resident or established (in the case of a corporate entity) in a county or territory that is the subject of country-wide or territory wide sanction imposed by any country or government or international authority.

5.18

The Receiver qualifies as an experienced investor under the applicable laws of the European Union, or fits a similar category of experienced or sophisticated investors, under the laws and jurisdiction of its native jurisdiction.

5.19

The Receiver acknowledges that it has the sole responsibility to determine if the sale and acquisition of $PION Tokens and/or any other action or transaction related to the $PION Tokens has tax implications for the Receiver. The Receiver undertakes to comply with tax obligations under any applicable laws arising from acquisition, storage, sale or transfer of $PION Tokens. It is also the Receiver's sole responsibility to withhold, collect, report, pay, settle and/or remit the correct taxes.

6. Company’s Representations and Warranties

6.1

The execution, delivery and performance of these Terms are within the power of the Company. To the best of its knowledge, the Company is not in violation of any material statute, rule or regulation applicable to the Company, nor does any such violation arise from the execution of these Terms. No consents or approvals are required in connection with the performance of these Terms.

6.2

The Company expressly excludes rendering financial, tax, or legal advice. Any information provided, including in the Project Documentation, shall not be construed as a recommendation, opinion, and/or advice that the Receiver should proceed with the acquisition of $PION Tokens.

6.3

To its best knowledge, the Company owns and possesses all (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of any third party.

7. Indemnity

7.1

The Receiver will indemnify and hold harmless the Company its officers, directors, employees, sub-licensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising out of or relating to (a “Claim”):

a) the Receiver’s use of the Tokens;

b) the Receiver’s responsibilities or obligations under these Terms;

c) the Receiver’s violation of any applicable laws and regulations or any rights of another person or entity;

d) the breach or non-fulfilment of any representations or warranties made by the Receiver to the Company in these Terms;

e) the Receiver's false, incomplete or misleading information (including but not limited to citizenship, residency, nationality or place of incorporation).

8. Limitation of Liability

8.1

The Company shall not be liable to the Receiver for loss of profits, loss of business or for any other special, punitive, direct, indirect, incidental, exemplary, consequential or enhanced loss or damages arising out of or relating to any breach of these Terms unless arising from gross negligence or wilful act or omission of the Company. Total liability of the Company to the Receiver shall be limited to the total amount paid for the purchase price of $MUON Tokens to the Company pursuant to either SAFT, Pre-sale or Community Sale, or the expenses a Receiveruser had for participating in the Alice Test Program.

8.2

The Receivers can exercise their potential claims for damages against the Company only within 6 months after the act or omission or other event giving rise to such claims. Any claims against the Company cannot be assigned to any third person.

9. Disclaimer

9.1

To the fullest extent permitted by applicable law (a) the $PION Tokens are distributed on an “as is” and “as available” basis without warranties of any kind, and the Company expressly disclaims all implied warranties as to the $PION Tokens, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and noninfringement, (b) the Company does not represent or warrant that the $PION Tokens are reliable, current or error-free, will meet any requirements, or that defects in the $PION Tokens will be corrected, and (c) the Company cannot and does not represent or warrant that the $PION Tokens or the delivery mechanisms for $PION Tokens are free of viruses or other harmful components.

10. KYC Clause

10.1

The Company reserves the right to request from the Receiver to provide the Company with certain Know Your Customer (KYC) identification information before the acquisition of $PION Tokens. If the requested KYC identification information is not provided, the Company retains the right to withhold the distribution of any $PION Tokens the Receiver.

10.2

The Company also reserves the right to request from the Receiver to provide the Company with certain Know Your Customer (KYC) identification information after the acquisition of $PION Tokens. If the Company determines at its sole and absolute discretion that it is reasonably necessary to obtain certain information about the Receiver in order to comply with any applicable laws in connection with these Terms, the Receiver shall provide the Company with such information promptly upon the request. The Receiver acknowledges and agrees that the Company may refuse to proceed with the delivery of $PION Tokens or withhold delivery of the $PION Tokens to the Receiver until such requested information has been provided to the reasonable satisfaction of the Company which is in Company’s sole discretion.

11. Confidential Information

11.1

These Terms are confidential and any information provided in connection with them or as a part of them constitute confidential information and shall not be disclosed to any third party, without the prior written consent of the other Parties, except as required for tax purposes, or as required by applicable laws. None of the Parties may issue any press release or public announcement in relation to this agreement except as may be agreed to in writing by the Parties.

12. Termination

12.1

These Terms will expire and terminate upon one of the following events occurring:

a) the delivery of $MUON Tokens to the Receiver pursuant to Clause 3 of these Terms.

b) the Receiver fails to provide the requested KYC identification information in accordance with the Clause 10;

c) the dissolution or winding up of the Company.

13. Consumer Exclusion

13.1

You hereby acknowledge and represent that you are not considered a consumer in relation to the acquisition of $PION Token, and the provisions of any applicable consumer protection rules, or any consumer protection rights, including distance selling rules, shall be excluded to the fullest extent permitted by any applicable law. By accepting these Terms, you waive any consumer protection rights and distance selling rights you may have under any applicable law, and agree that the Company shall not be liable for any damages, losses, or other liabilities arising from the Token Sale.

14. Force Majeure

14.1

We will not be in breach of these Terms or liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any event, circumstance or cause beyond our reasonable control. The Parties agree that due to the specific nature of the blockchain / DLT field, the circumstances of force majeure shall in particular include also (but shall not be limited to) interruption in telecommunications or internet services or network provider services, failure of equipment, and/or software, hacker attacks, market disturbances, other major event or natural catastrophe, change of laws or regulations, adverse regulatory or enforcement action of public authorities, technical failures and the like.

15. Notices

15.1

We may provide any notice to you under these Terms by (i) posting a notice on the Platform; or (ii) sending an email to the email associated with you. Notices we provide by posting on the Platform will be effective upon posting, and notices we provide by email will be effective when we send the email.

15.2

To give us notice under these Terms, you must contact us by email to [email protected]. We may update this email address for notices to us by posting a notice on our Platform. Notices to us will be effective after they are sent.

15.3

All communications and notices to be made or given pursuant to these Terms must be written in the English language. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

16. Miscellaneous

16.1

Entire Agreement: These Terms, including all other documents, incorporated herein by reference, represent the entire agreement between you and us regarding the subject matter of these Terms. For the avoidance of any doubt, you confirm and agree that all terms of the SAFT, Pre-sale, Community Sale and Alice Test Program shall continue in full force and effect in so far as they are not explicitly changed or modified with these Terms;

16.2

Severability: In the event any one or more of the provisions of these Terms is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provisions of these Terms, and the remaining provisions of these Terms will remain operative and in full force and effect.

16.3

Assignment: Unless explicitly permitted by these Terms, these Terms, nor the rights contained herein may not be assigned, by operation of law or otherwise, by either Party without the prior written consent of the other. Notwithstanding the above, these Terms and/or the rights contained herein may be assigned by the Company without the other Party’s consent to any other affiliated entity which directly or indirectly, controls, is controlled by or is under common control of the Company.

16.4

No Partnership: These Terms are neither intended to, nor will be construed as creating a joint venture, partnership, or other form of business association between the Parties. The Receiver is not entitled to vote or receive dividends or be deemed the holder of capital stock or ownership rights of the Company for any purpose, nor will anything contained herein be construed to confer such right on the Receiver

16.5

No waiver: Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

16.6

Dispute Resolution: These Terms are governed by the laws of Marshall Islands (with exclusion of any conflict of laws provisions that could lead to use of any other laws which are not laws of Marshall Islands). In case of any dispute, courts of Marshall Islands shall have exclusive jurisdiction.